MITCON/Secretarial/2024-25/10 8th May, 2024

To
National Stock Exchange India Limited
Exchange Plaza,
Plot No. C/1, G Block,
Bandra-Kurla Complex, Bandra (E),
Mumbai-400051

COMPANY NAME: MITCON CONSULTANCY & ENGINEERING SERVICES LIMITED

NSE SYMBOL: MITCON

Subject: Submission of Draft Letter of Offer for the proposed Rights Issue of Equity Shares for Issue size not exceeding Rs.
3,500 Lakhs to the Eligible Equity Shareholders of MITCON Consultancy & Engineering Services Limited under SEBI (Issue
of Capital and Disclosure Requirements) Regulations, 2018.

Dear Sir / Madam,

In furtherance of the outcome of the Board meeting held on Thursday, April 18, 2024 approving the Draft Letter of Offer
for Issue of Equity Shares aggregating up to an Issue Size of Rs. 3,500 Lakhs, by way of a rights issue to the eligible equity
shareholders of the Company (“Rights Issue”), in accordance with the Companies Act, 2013 and the rules made thereunder,
the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations. The Company has
also applied to the Stock Exchanges for seeking in-principle approval for the proposed Issue on Wednesday, May 08, 2024.

A copy of the Draft Letter of Offer, as filed with the Stock Exchange is attached herewith.

Kindly take the above information on your records.

Thanking You

Yours faithfully
For MITCON Consultancy & Engineering Services Limited
Digitally signed by
ANKITA ANKITA AGARWAL
AGARWAL Date: 2024.05.08
18:09:11 +05'30'

Ms. Ankita Agarwal

Company Secretary &
Sr. Vice President (Compliance & Legal)

Encl: As above
 Draft Letter of Offer
Dated: April 18, 2024
For Eligible Equity Shareholders only

(Scan QR to
view DLOF)

MITCON Consultancy & Engineering Services Limited

Our Company was incorporated as “Maharashtra Industrial And Technical Consultancy Organisation Limited” on April 16, 1982, under the Companies Act, 1956 with
the Registrar of Companies, Bombay, and we received our Certificate for Commencement of Business on December 4, 1982. Subsequently, the name of our Company
was changed to “MITCON Consultancy Services Limited” on September 7, 2000 and thereafter to “MITCON Consultancy & Engineering Services Limited” and a
fresh certificate of incorporation consequent to the change of name was granted to our Company on October 15, 2010 by the Registrar of Companies, Pune. The
registered office of our Company is Kubera Chambers, Shivaji Nagar, Pune 411005, Maharashtra, India.
Registered Office: Kubera Chambers, Shivaji Nagar, Pune 411005, Maharashtra, India.
Contact person: Ankita Agarwal, Company Secretary & Compliance Officer
Telephone: 020 – 25534322 / 25533309 | E-mail id: cs@mitconindia.com I Website: www.mitconindia.com
Corporate Identity Number: L74140PN1982PLC026933
OUR COMPANY IS A PROFESSIONALLY MANAGED COMPANY AND DOES NOT HAVE AN IDENTIFIABLE PROMOTER FOR PRIVATE
CIRCULATION TO THE ELIGIBLE EQUITY SHAREHOLDERS OF MITCON CONSULTANCY & ENGINEERING SERVICES LIMITED (OUR
"COMPANY" OR THE "ISSUER" ONLY)
ISSUE OF UP TO [●] PARTLY PAID UP EQUITY SHARES OF FACE VALUE OF ₹10 EACH OF OUR COMPANY (THE "RIGHTS EQUITY
SHARES”) FOR CASH AT A PRICE OF ₹[●] PER EQUITY SHARE (INCLUDING A PREMIUM OF ₹[●] PER EQUITY SHARE) (THE “ISSUE
PRICE”), AGGREGATING UP TO ₹ 3,500 LAKHS# ON A RIGHTS BASIS TO THE ELIGIBLE EQUITY SHAREHOLDERS OF OUR COMPANY IN
THE RATIO OF [●] EQUITY SHARE FOR EVERY [●] FULLY PAID-UP EQUITY SHARES HELD BY THE ELIGIBLE EQUITY SHAREHOLDERS
ON THE RECORD DATE, THAT IS [●] (THE "ISSUE"). THE ISSUE PRICE FOR THE RIGHTS EQUITY SHARES IS [●] TIMES THE VALUE OF
THE EQUITY SHARES. FOR FURTHER DETAILS, PLEASE REFER TO "TERMS OF THE ISSUE" BEGINNING ON PAGE 244.
#Assuming full subscription and receipt of all Call Monies with respect to Right Shares.

PAYMENT METHOD FOR THE ISSUE

AMOUNT PAYABLE PER RIGHTS EQUITY SHARE FACE VALUE (Rs.) PREMIUM (Rs.) TOTAL (Rs.)
On Application [●] [●] [●]
One or more subsequent Call(s) as determined by our Board at its sole discretion, from [●] [●] [●]
time to time
Total [●] [●] [●]

WILFUL DEFAULTERS
Neither our Company nor or any of our Directors have been declared as Wilful Defaulters or Fraudulent Borrowers by the RBI or any other government authority.
GENERAL RISKS
Investment in equity and equity related securities involve a degree of risk and investors should not invest any funds in the Issue unless they can afford to take the
risk with such investment. Investors are advised to read the risk factors carefully before taking an investment decision in the Issue. For taking an investment
decision, investors shall rely on their own examination of our Company and the Issue including the risks involved. The securities being offered in the Issue have
not been recommended or approved by the Securities and Exchange Board of India ("SEBI") nor does SEBI guarantee the accuracy or adequacy of this Draft Letter
of Offer. Specific attention of the investors is invited to "Risk Factors" beginning on page 19.
ISSUER'S ABSOLUTE RESPONSIBILITY
Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Draft Letter of Offer contains all information with regard to
our Company and the Issue, which is material in the context of the Issue, and that the information contained in this Draft Letter of Offer is true and correct in all
material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts,
the omission of which makes this Draft Letter of Offer as a whole or any such information or the expression of any such opinions or intentions misleading in any
material respect.
LISTING
The existing Equity Shares are listed on National Stock Exchange of India Limited ((the "Stock Exchange"). Our Company has received ‘in-principle’ approval
from the NSE for listing the Rights Equity Shares to be allotted pursuant to this Issue vide letter dated [●]. Our Company will also make application to the Stock
Exchange to obtain its trading approval for the Rights Entitlements as required under the SEBI circular bearing reference number
SEBI/HO/CFD/DIL2/CIR/P/2020/13 dated January 22, 2020. For the purpose of this Issue, the Designated Stock Exchange is NSE.

LEAD MANAGERS TO THE ISSUE REGISTRAR TO THE ISSUE

SRUJAN ALPHA CAPITAL ADVISORS LLP LINK INTIME INDIA PRIVATE LIMITED
Registered Address: 112A, 1st floor, Arun Bazar, S.V. Road, Registered Address: C 101, 1st Floor, 247 Park, L.B.S.Marg, Vikhroli
Beside Bank of India, Malad (West), Mumbai - 400 064 (West), Mumbai -400083, Maharashtra
Correspondence Address: 824 & 825, Corporate Avenue, Sonawala Rd, Tel: +91 810 811 4949
Opposite Atlanta Centre, Sonawala Industry Estate, Goregaon, Mumbai - 400 063 Contact Person: Shanti Gopalakrishnan
Tel: +91 022-46030709 Email: mitcon.rights2024@linkintime.co.in
Contact Person: Jinesh Doshi Investor grievance email: mitcon.rights2024@linkintime.co.in
E-mail: mitcon.rightsissue@srujanalpha.com Website: www.linkintime.co.in
Investor grievance email: partners@srujanalpha.com SEBI Registration Number: INR000004058
Website: www.srujanalpha.com
SEBI Registration Number: INM000012829

ISSUE PROGRAMME
ISSUE OPENS ON LAST DATE FOR ON MARKET RENUNCIATION* ISSUE CLOSES ON#
[●] [●] [●]
*
Eligible Equity Shareholders are requested to ensure that renunciation through off-market transfer is completed in such a manner that the Rights Entitlements are credited to the demat
account of the Renouncee(s) on or prior to the Issue Closing Date.
#
Our Board will have the right to extend the Issue Period as it may determine from time to time but not exceeding 30 (thirty) days from the Issue Opening Date (inclusive of the Issue
Opening Date). Further, no withdrawal of Application shall be permitted by any Applicant after the Issue Closing Date.
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 TABLE OF CONTENTS
CONTENTS PAGE NO.
SECTION I – GENERAL
DEFINITION AND ABBREVIATIONS 1
NOTICE TO INVESTORS 10
PRESENTATION OF FINANCIAL AND OTHER INFORMATION 13
FORWARD LOOKING STATEMENTS 15
SUMMARY OF THIS LETTER OF OFFER 17
SECTION II - RISK FACTORS 19
SECTION III – INTRODUCTION
THE ISSUE 38
GENERAL INFORMATION 40
CAPITAL STRUCTURE 44
OBJECTS OF THE ISSUE 46
STATEMENT OF SPECIAL TAX BENEFITS 65
SECTION IV - ABOUT THE COMPANY
INDUSTRY OVERVIEW 71
OUR BUSINESS 103
OUR MANAGEMENT 122
DIVIDEND POLICY 126
SECTION V - FINANCIAL INFORMATION
FINANCIAL STATEMENTS 127
STATEMENT OF FINANCIAL INDEBTNESS 220
STATEMENT OF CAPITALISATION 221
ACCOUNTING RATIOS 222
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL 224
CONDITION AND RESULTS OF OPERATIONS
MATERIAL DEVELOPMENTS 229
SECTION VI – LEGAL AND OTHER INFORMATION
OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS 230
GOVERNMENT AND OTHER STATUTORY APPROVALS 237
OTHER REGULATORY AND STATUTORY DISCLOSURES 238
SECTION VII – ISSUE INFORMATION
TERMS OF THE ISSUE 244
RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES 275
SECTION VIII – STATUTORY AND OTHER INFORMATION
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION 276
DECLARATION 277
 SECTION I – GENERAL
DEFINITIONS AND ABBREVIATIONS

This Draft Letter of Offer uses the definitions and abbreviations set forth below, which you should consider when reading the
information contained herein. The following list of certain capitalised terms used in this Draft Letter of Offer is intended for the
convenience of the reader/ prospective investor only and is not exhaustive.

Unless otherwise specified, the capitalized terms used in this Draft Letter of Offer shall have the meaning as defined hereunder.
References to any legislation, act, regulation, rules, guidelines or policies shall be to such legislation, act, regulation, rules,
guidelines or policies as amended, supplemented, or re-enacted from time to time and any reference to a statutory provision shall
include any subordinate legislation made from time to time under that provision.

The words and expressions used in this Draft Letter of Offer but not defined herein, shall have, to the extent applicable, the meaning
ascribed to such terms under the Companies Act, 2013, the SEBI ICDR Regulations, SEBI Listing Regulations, the SCRA, the
Depositories Act or the rules and regulations made thereunder. Notwithstanding the foregoing, terms used in "Statement of Special
Tax Benefits" and "Financial Information" beginning on pages 65 and 127 respectively, shall have the meaning given to such
terms in such sections.

General Terms
Term Description
“Company”, “our Company”, Unless the context otherwise requires, indicates or implies or unless otherwise specified, our
“the Company”, “the Issuer”, Company, MITCON Consultancy & Engineering Services Limited, a company incorporated
“We”, “our”, “us”, or “MCESL” in India under the Companies Act, 1956, having its registered at Kubera Chambers, Shivaji
Nagar, Pune - 411005, Maharashtra, India.

Company Related Terms

Term Description
Articles of Association or The articles of association of our Company, as amended from time to time.
Articles
Associate Company/ Joint Associate company of our Company as on the date of this Draft Letter of Offer, MITCON
Venture/ JV Company Nature Based Solutions Limited.
Audit Committee The Committee of the Board of Directors constituted as our Company’s Audit Committee in
accordance with Regulation 18 of the SEBI Listing Regulations and Section 177 of the
Companies Act, 2013.
Audited Consolidated Financial The audited consolidated financial statements of our Company for the financial year ended
Statements March 31, 2023, which comprise of the consolidated balance sheet as of March 31, 2023, the
consolidated statement of profit and loss including other comprehensive income, the
consolidated cash flow statement, the consolidated statement of changes in equity for the
year ended March 31, 2023, and notes to the consolidated financial statements, including a
summary of significant accounting policies and other explanatory information. For details,
see “Financial Information” on page 127 of this Draft Letter of Offer.
Board/ Board of Directors/ The Board of Directors of our Company as appointed from time to time.
Directors
Chief Financial Officer The Chief Financial Officer of our Company, viz. Mr. Ram Mapari.
Company Secretary and The Company Secretary and Compliance Officer of our Company, viz. Ms. Ankita Agarwal.
Compliance Officer
Equity Shareholders Holders of Equity Share(s), from time to time.
Equity Shares Equity shares of face value of ₹10 each of our Company.
ESOP 2021 Employee Stock Option Plan 2021. For details, see “Capital Structure” on page 44.
Executive Director Managing Director/ Whole-time Director/ Executive Director on our Board.
Financial Statements Our Audited Consolidated Financial Statements together with our Limited Reviewed Financial
Results on Consolidated basis.
Independent Director(s) Independent Directors on the Board, who are eligible to be appointed as Independent
Directors under the provisions of the Companies Act, 2013 and the SEBI Listing Regulations.
For details of the Independent Directors, please refer to "Our Management" beginning on
page 122.
Key Managerial Personnel The key managerial personnel of our Company as per the definition provided in Regulation
2(1) (bb) of the SEBI ICDR Regulations.

1
 Term Description
Limited Reviewed Financial The Limited Review Unaudited Financial Results on Consolidated basis for the nine-month
Results period ended December 31, 2023, prepared in accordance with the Companies Act and SEBI
Listing Regulations. For details, see “Financial Information” on page 127.
Managing Director The Managing Director of our Company, Mr. Anand Chalwade. For details, see “Our
Management” beginning on page 122.
Materiality Policy for Litigation A policy adopted by our Company for identification of material litigation(s) for the purpose
of disclosure of the same in this Draft Letter of Offer.
Material Subsidiary Subsidiaries whose income or net worth exceeds 20% of the consolidated income or net
worth of our Company in the immediately preceding accounting year, i.e., Financial Year
2023, being:
• MITCON Credentia Trusteeship Services Limited
• Shrikhande Consultants Limited
(Formerly known as Shrikhande Consultants Private Limited)
• Krishna Windfarms Developers Private Limited
Memorandum of Association/ The Memorandum of Association of our Company, as amended from time to time.
MoA
Nomination and Remuneration The Nomination and Remuneration Committee of our Board, as described in "Our
Committee Management" beginning on page 122.
Non-Executive Director(s) Non-executive Non-Independent Director of our Company. For details, see “Our
Management” on page 122.
Registered Office Registered office of our Company at Kubera Chambers, Shivaji Nagar, Pune -411005,
Maharashtra, India.
Registrar of Companies/ RoC The Registrar of Companies, Pune, situated at PCNTDA Green Building, BLOCK A, 1st &
2nd Floor, Near Akurdi Railway Station, Akurdi, Pune – 411044, Maharashtra, India
Senior Management Senior management of our Company determined in accordance with Regulation 2(1)(bbbb)
of the SEBI ICDR Regulations and as disclosed in “Our Management” on page 122.
Subsidiaries • MITCON Credentia Trusteeship Services Limited
• Shrikhande Consultants Limited
Statutory Auditors The current statutory auditors of our Company, namely, M/s J Singh & Associates Chartered
Accountants.
Stakeholders' Relationship The stakeholders' relationship committee of our Board as described in "Our Management"
Committee beginning on page 122.
Wholly Owned Subsidiary / • MITCON Sun Power Limited
WOS • MITCON Biofuel and Green Chemistry Private Limited
• MITCON Envirotech Limited
• MITCON Forum for Social Development
• MITCON Advisory Services Private Limited
• Krishna Windfarms Developers Private Limited

Issue Related Terms

Term Description
Abridged Letter of Offer/ ALOF Abridged letter of offer to be sent to the Eligible Equity Shareholders with respect to the Issue
in accordance with the provisions of the SEBI ICDR Regulations and the Companies Act,
2013.
Additional Rights Equity The Rights Equity Shares applied or allotted under this Issue in addition to the Rights
Shares Entitlement
Allotment/ Allot/ Allotment of Rights Equity Shares pursuant to the Issue
Allotted
Allotment Account Bank(s) Bank(s) which are clearing members and registered with SEBI as bankers to an issue and with
whom the Allotment Accounts will be opened, in this case being, [●].
Allotment Account(s) The account(s) to be opened with the Banker(s) to this Issue, into which the amounts blocked
by Application Supported by Blocked Amount in the ASBA Account, with respect to
successful Applicants will be transferred on the Transfer Date in accordance with Section
40(3) of the Companies Act, 2013
Allotment Advice The note or advice or intimation of Allotment, sent to each successful Investor who has been
or is to be Allotted the Rights Equity Shares after approval of the Basis of Allotment by the
Designated Stock Exchange.
Allotment Date / Date of Date on which the Allotment is made pursuant to this Issue.

2
 Term Description
Allotment
Allotment/Allot/Allotted Allotment of Rights Equity Shares pursuant to the Issue.
Allottee(s) Person(s) to whom the Rights Equity Shares are Allotted pursuant to the Issue.
Applicant(s)/ Investors Eligible Equity Shareholder(s) and/or Renouncee(s) who are entitled to apply or make an
application for the Rights Equity Shares pursuant to the Issue in terms of this Draft Letter of
Offer.
Application Application made through submission of the Application Form or plain paper Application to
the Designated Branch of the SCSBs or online/ electronic application through the website of
the SCSBs (if made available by such SCSBs) under the ASBA process to subscribe to the
Rights Equity Shares at the Issue Price.
Application Form Unless the context otherwise requires, an application form or through the website of the
SCSBs (if made available by such SCSBs) under the ASBA process used by an Investor to
make an application for the Allotment of Rights Equity Shares.
Application Money Amount payable at the time of Application, i.e., ₹[●] per Rights Equity Share in respect of
the Rights Equity Shares applied for in the Issue at the Issue Price.
Application Supported by Application (whether physical or electronic) used by an ASBA Investor to make an
Blocked Amount or ASBA application authorizing the SCSB to block the Application Money in a the ASBA Account
maintained with the SCSB.
ASBA Account Account maintained with the SCSB and specified in the Application Form or the plain paper
Application by the Applicant for blocking the amount mentioned in the Application Form or
the plain paper Application. in case of Eligible Equity Shareholders, as the case may be.
ASBA Applicant/ ASBA Eligible Equity Shareholders proposing to subscribe to the Issue through ASBA process.
Investor(s)
Banker(s) to the Issue Together, the Escrow Collection Bank, the Allotment Account Bank and Refund Bank, in this
case being [●]
Banker to the Issue Agreement dated [●] entered into by and amongst our Company, the Registrar to the Issue,
Agreement the Lead Manager and the Banker(s) to the Issue for collection of the Application Money
from Applicants/Investors making an application for the Rights Equity Shares.
Basis of Allotment The basis on which the Rights Equity Shares will be Allotted to successful Applicants in
consultation with the Designated Stock Exchange under this Issue, as described in "Terms of
the Issue" beginning on page 244.
Call(s) The notice issued by our Company to the holders of the Rights Equity Shares as on the Call
Record Date for making a payment of the Call Monies.
Call Money(ies) The balance amount payable by the holders of the Rights Shares pursuant to the Payment
Schedule, being ₹ [●] per Rights Equity Share after payment of Application Money as may
be decided by the Board of Directors from time to time.
Call Record Date A record date fixed by our Company for the purpose of determining the names of the holders
of Rights Equity Shares for the purpose of issuing of the Call.
Controlling Branches /Controlling Such branches of the SCSBs which co-ordinate with the Registrar to the Issue and the Stock
Branches of the SCSBs Exchanges, a list of which is available on
http://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes
Demographic Details Details of Investors including the Investor’s address, PAN, DP ID, Client ID, bank account
details and occupation, where applicable.
Designated Branches Such branches of the SCSBs which shall collect the Application Form or the plain paper
application, as the case may be, used by the ASBA Investors and a list of which is available
on http://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes
Designated Stock Exchange National Stock Exchange of India Limited i.e. NSE
Depository (ies) NSDL and CDSL or any other depository registered with SEBI under the Securities and
Exchange Board of India (Depositories and Participants) Regulations, 2018 as amended from
time to time read with the Depositories Act, 1996.
Draft Letter of Offer or This draft letter of offer to be filed with the Stock Exchange and submitted with the SEBI in
DLOF accordance with the SEBI ICDR Regulations.
Eligible Equity Holder(s) of the Equity Shares of our Company as on the Record Date. Please note that the
Shareholder(s) investors eligible to participate in the Issue exclude certain overseas shareholders. For further
details, see "Notice to Investors" beginning on page 10.
Equity Shareholder(s) Holder(s) of the Equity Shares of our Company.
/Shareholders
Escrow Account One or more no-lien and non-interest-bearing accounts with the Escrow Collection Bank(s)
for the purposes of collecting the Application Money from resident investors – eligible equity

3
 Term Description
shareholders as on record date making an Application through the ASBA facility
Escrow Collection Bank Banks which are clearing members and registered with SEBI as bankers to an issue and with
whom Escrow Account(s) will be opened, in this case being [●]
FPIs Foreign portfolio investors as defined under the SEBI FPI Regulations
Fraudulent Borrower Company or person, as the case may be, categorized as a fraudulent borrower by any bank or
financial institution (as defined under the Companies Act, 2013) or consortium thereof, in
accordance with the guidelines on fraudulent borrower issued by RBI as defined under
Regulations 2(1)(lll) of the SEBI ICDR Regulations
IEPF Investor Education and Protection Fund
Investor(s) Eligible Equity Shareholder(s) and / or Renouncee(s) who are entitled to apply or make an
application for the Equity Shares pursuant to the Issue in terms of the Letter of Offer.
ISIN International securities identification number i.e., INE828O01033
Issue / Rights Issue Issue of up to [●] Equity Shares of face value of ₹10 each of our Company for cash at a price
of ₹[●] per Rights Equity Share aggregating up to ₹ 3,500 Lakhs* on a rights basis to the
Eligible Equity Shareholders of our Company in the ratio of [●] Rights Equity Shares for
every [●] Equity Shares held by the Eligible Equity Shareholders of our Company on the
Record Date i.e. [●]

On Application, Investors will have to pay ₹[●] per Rights Equity Share which constitutes
[●]% of the Issue Price and the balance ₹[●] per Rights Equity Share which constitutes [●]%
of the Issue Price, must be paid, on one or more subsequent Call(s), as determined, from time
to time, by our Board or any duly constituted committee at their sole discretion.
*
Assuming full subscription and receipt of all Call Monies with respect to Rights Equity
Shares.
Issue Agreement Issue Agreement dated April 10, 2024 between our Company and the Lead Managers,
pursuant to which certain arrangements are agreed to in relation to the Issue.
Issue Closing Date [●]
Issue Materials Collectively, this Draft Letter of Offer, the Letter of Offer, the Abridged Letter of Offer, the
Application Form and Rights Entitlement Letter and any other material relating to the Issue
Issue Opening Date [●]
Issue Period The period between the Issue Opening Date and the Issue Closing Date, inclusive of both
days, during which Applicants can submit their Applications, in accordance with the SEBI
ICDR Regulations
Issue Price ₹ [●] per Equity Share
On Application, Investors will have to pay ₹[●] per Rights Equity Share which constitutes
[●]% of the Issue Price and the balance ₹[●] per Rights Equity Share which constitutes [●]%
of the Issue Price, will have to be paid, on one more additional calls as may be decided by the
Board from time to time.
Issue Proceeds or Gross Proceeds The gross proceeds raised through the Issue
Issue Size The issue of up to [●] Rights Equity Shares for cash at a price of ₹[●] per Rights Equity Share
(including a premium of ₹ [●] per Rights Equity Shares) aggregating up to ₹ 3,500 lakhs#
#
Assuming full subscription and receipt of all Call Monies with respect to Rights Equity Shares.
Lead Manager Srujan Alpha Capital Advisors LLP
Letter of Offer The final letter of offer to be filed with the Stock Exchange and submitted with SEBI for
information and dissemination on the SEBI’s website
Listing Agreement The listing agreement entered into between our Company and the Stock Exchange in terms
of the SEBI Listing Regulations
Multiple Application Forms Multiple application forms submitted by an Eligible Equity Shareholder/Renouncee in respect
of the Rights Entitlement available in their demat account. However, supplementary
applications in relation to further Equity Shares with/without using additional Rights
Entitlement will not be treated as multiple application
Net Proceeds Issue Proceeds less the Issue related expenses. For further details, please refer to "Objects of
the Issue" beginning on page 46.
Non-Institutional Investors An Investor other than a Retail Individual Investor or Qualified Institutional Buyer as defined
under Regulation 2(1)(jj) of the SEBI ICDR Regulations
Off Market Renunciation The renunciation of Rights Entitlements undertaken by the Investor by transferring them
through off-market transfer through a Depository Participant in accordance with the SEBI
ICDR Master Circular and the circulars issued by the Depositories, from time to time, and

4
 Term Description
other applicable laws
On Market Renunciation The renunciation of Rights Entitlements undertaken by the Investor by trading them over the
secondary market platform of the Stock Exchange through a registered stockbroker in
accordance with the SEBI ICDR Master Circular and the circulars issued by the Stock
Exchange, from time to time, and other applicable laws, on or before [●]
Payment Schedule The payment schedule in relation to the Issue price of the Rights Equity Shares is as follows:
Amount payable per rights equity share Face value (₹) Premium(₹) Total (₹)
On Application(1) [●] [●] [●]
One or more subsequent Call(s) as determined [●] [●] [●]
by our Board at its sole discretion, from time to
time(2)
Total [●] [●] [●]
(1) Constitutes [●]% of the Issue Price.
(2) Constitutes [●]% of the Issue Price
For further details, see “Terms of the Issue” on page 244.
Qualified Institutional Buyers or Qualified institutional buyers as defined under Regulation 2(1)(ss) of the SEBI ICDR
QIBs Regulations
Record Date Designated date for the purpose of determining the Eligible Equity Shareholders eligible to
apply for Rights Equity Shares, being [●]
Refund Bank(s) The Banker(s) to the Issue with whom the Refund Account(s) will be opened, in this case
being [●]
Registrar to the Issue / Registrar Link Intime India Private Limited, situated at, C 101, 1st Floor, 247 Park, L.B.S.Marg,
to the Company/Registrar Vikhroli (West), Mumbai -400083, Maharashtra.
Registrar Agreement Agreement dated April 10, 2024 between our Company and the Registrar to the Issue in
relation to the responsibilities and obligations of the Registrar to the Issue pertaining to this
Issue.
Renouncee(s) Person(s) who has/have acquired Rights Entitlements from the Eligible Equity Shareholders
on renunciation
Renunciation Period The period during which the Investors can renounce or transfer their Rights Entitlements
which shall commence from the Issue Opening Date. Such period shall close on [●] in case
of On Market Renunciation. Eligible Equity Shareholders are requested to ensure that
renunciation through off-market transfer is completed in such a manner that the Rights
Entitlements are credited to the demat account of the Renouncee on or prior to the Issue
Closing Date
Retail Individual An individual Investor (including an HUF applying through Karta) who has applied for Rights
Bidders(s)/Retail Individual Equity Shares and whose Application Money is not more than ₹2,00,000 in the Issue as
Investor(s)/ RII(s)/RIB(s) defined under Regulation 2(1)(vv) of the SEBI ICDR Regulations
RE ISIN ISIN for Rights Entitlement i.e. [●]
Rights Entitlement Letter Letter including details of Rights Entitlements of the Eligible Equity Shareholders.
Rights Entitlement(s) Number of Rights Equity Shares that an Eligible Equity Shareholder is entitled to in
proportion to the number of Equity Shares held by the Eligible Equity Shareholder on the
Record Date, in this case being [●] Equity Shares for every [●] Equity Shares held by an
Eligible Equity Shareholder, on the Record Date, excluding any fractional entitlements.
The Rights Entitlements with a separate ISIN: [●] will be credited to the respective demat
account of Eligible Equity Shareholder before the Issue Opening Date, against the Equity
Shares held by the Eligible Equity Shareholders as on the Record Date
Rights Equity Shares Equity Shares of our Company to be Allotted pursuant to this Issue.
SEBI Rights Issue Circulars SEBI Circular bearing reference number SEBI/HO/CFD/DIL2/CIR/P/2020/13 dated January
22, 2020, read with SEBI circular bearing reference number
SEBI/HO/CFD/SSEP/CIR/P/2022/66 dated May 19, 2022 and any other circular issued by
SEBI in this regard and any subsequent circulars or notifications issued by SEBI in this
regard.
Self-Certified Syndicate Banks Self-certified syndicate banks registered with SEBI, which acts as a banker to the Issue and
/SCSB(s) which offers the facility of ASBA. A list of all SCSBs is available at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&int mId=34
Stock Exchange The stock exchange where the Equity Shares of our Company are presently listed, being
National Stock Exchange of India Limited (“NSE”)
Transfer Date The date on which the Application Money blocked in the ASBA Account will be transferred
to the Allotment Account(s) in respect of successful Applications, upon finalization of the

5
 Term Description
Basis of Allotment, in consultation with the Designated Stock Exchange.
Wilful Defaulter Company or person, as the case may be, categorized as a wilful defaulter by any bank or
financial institution (as defined under the Companies Act, 2013) or consortium thereof, in
accordance with the guidelines on wilful defaulters issued by RBI.
Working Day(s) In terms of Regulation 2(1)(mmm) of SEBI ICDR Regulations, working day means all days
on which commercial banks in Mumbai are open for business. Further, in respect of Issue
Period, working day means all days, excluding Saturdays, Sundays and public holidays, on
which commercial banks in Mumbai are open for business. Furthermore, the time period
between the Issue Closing Date and the listing of Equity Shares on the Stock Exchange,
working day means all trading days of the Stock Exchange, excluding Sundays and bank
holidays, as per circulars issued by SEBI

Business and Industry Related Terms

Term Description
WEO World Economic Outlook
IMF International Monetary Fund
RBI Reserve Bank of India
CEA Central Electricity Authority
TCO Technical Consultancy Organisation
TERI The Energy and Resource Institute
GW Giga Watts
MW Mega Watts
MMT Million Metric Tonne
GWP Giga Watt Peak
TPD Ton Per Day
NISE National Institute of Solar Energy
COP Conference of The Parties
TOPCON Tunnel Oxide Passivated Contact
IHA International Hydropower Association
RE Renewable Energy
CFA Central Financial Assistance
RTS Rooftop Solar
GEC Green Energy Corridors
JSW Jindal South West
PV Photovoltaic
SIGHT Strategic Interventions for Green Hydrogen Transition
UCO Used Cooking Oil
RUCO Repurpose Used Cooking Oil.
OMC Oil Marketing Companies
PPAC Petroleum Planning and Analysis Cell
KLPD Kilo Liters Per Day
SAF Sustainable Aviation Fuel
MOPNG Ministry Of Petroleum and Natural Gas
SIM Skill India Mission
MSDE Ministry of Skill Development and Entrepreneurship
ITI Industrial Training Institutes
PMKVY Pradhan Mantri Kaushal Vikas Yojana
JSS Jan Shikshan Sansthan
NAPS National Apprenticeship Promotion Scheme
CTS Craftsmen Training Scheme
NIP National Infrastructure in Pipeline
FMCG Fast Moving Consumer Goods
PLISMBP Production Linked Incentive Scheme for Millet-Based Products
SBM Swachh Bharat Mission
ODOP One District One Product
PMFME Pradhan Mantri Formalisation of Micro Food Processing Enterprises
RTC Ready-To-Cook

6
 Term Description
RTE Ready-To-Eat
SHG Self Help Groups
NABCON NABARD Consultancy Services
MoFPI Ministry of Food Processing Industries
CBAM Carbon Border Adjustment Mechanism

Conventional and General Terms/Abbreviations

Term Description
₹, Rs., Rupees or INR Indian Rupees
AGM Annual General Meeting
AIF(s) Alternative investment funds, as defined and registered with SEBI under the Securities and
Exchange Board of India (Alternative Investment Funds) Regulations, 2012
AY Assessment year
CAGR Compound annual growth rate
CDSL Central Depository Services (India) Limited
CFO Chief Financial Officer
CIN Corporate identity number
Companies Act, 1956 Erstwhile Companies Act, 1956 along with the rules made thereunder
Companies Act, 2013/ Companies Act, 2013 along with the rules made thereunder
Companies Act
COVID-19 A public health emergency of international concern as declared by the World Health
Organization on January 30, 2020 and a pandemic on March 11, 2020
CrPC Code of Criminal Procedure, 1973
Depositories Act Depositories Act, 1996
Depository A depository registered with SEBI under the Securities and Exchange Board of India
(Depositories and Participant) Regulations, 1996
Depository Participant / DP A depository participant as defined under the Depositories Act
DIN Director Identification Number
DP ID Depository Participant’s identification
DTAA Double Taxation Avoidance Agreement
EBITDA Profit/(loss) before tax for the year adjusted for income tax expense, finance costs,
depreciation and amortization expense, as presented in the statement of profit and loss
EGM Extra-Ordinary General Meeting
EPS Earnings per Equity Share
FCNR Account Foreign currency non-resident account
FDI Circular 2020 Consolidated FDI Policy dated October 15, 2020, issued by the Department for Promotion of
Industry and Internal Trade, Ministry of Commerce and Industry, Government of India
FEMA Foreign Exchange Management Act, 1999, together with rules and regulations thereunder
FEMA Rules Foreign Exchange Management (Non-debt Instruments) Rules, 2019
Financial Year, Fiscal Year or Period of 12 months ended March 31 of that particular year, unless otherwise stated
Fiscal/FY
FIR First information report
FPIs Foreign portfolio investors as defined under the SEBI FPI Regulations
Fugitive Economic Offender An individual who is declared a fugitive economic offender under Section 12 of the Fugitive
Economic Offenders Act, 2018
FVCI Foreign venture capital investors as defined under and registered with SEBI pursuant to the
Securities and Exchange Board of India (Foreign Venture Capital Investors) Regulations, 2000
registered with SEBI
GAAP Generally accepted accounting principles
GDP Gross domestic product
GoI or Government Government of India
GST Goods and Service Tax
HUF Hindu Undivided Family
ICAI Institute of Chartered Accountants of India
Income Tax Act Income-tax Act, 1961
Ind AS Indian accounting standards as specified under section 133 of the Companies Act 2013 read
with Companies (Indian Accounting Standards) Rules 2015, as amended

7
 Term Description
IFRS International Financial Reporting Standards
Insider Trading Regulations Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015
ITAT Income Tax Appellate Tribunal
LTV Loan to value ratio
MCA Ministry of Corporate Affairs
Mutual Fund Mutual fund registered with SEBI under the Securities and Exchange Board of (Mutual Funds)
Regulations, 1996
Net Asset Value per Equity Net Worth/ Number of Equity shares subscribed and fully paid outstanding as at March 31
Share or NAV per Equity Share
Net Worth Aggregate of Equity Share capital and other equity
NBFC Non-banking financial companies
NPA(s) Non-performing assets
NRE Account Non-resident external account
NRI A person resident outside India, who is a citizen of India and shall have the same meaning as
ascribed to such term in the Foreign Exchange Management (Deposit) Regulations, 2016
NRO Account Non-resident ordinary account
NSE National Stock Exchange of India Limited
NSDL National Securities Depository Limited
OCB or Overseas Corporate A company, partnership, society or other corporate body owned directly or indirectly to the
Body extent of at least 60% by NRIs including overseas trusts, in which not less than 60% of
beneficial interest is irrevocably held by NRIs directly or indirectly and which was in existence
on October 03, 2003, and immediately before such date had taken benefits under the general
permission granted to OCBs under FEMA
PAN Permanent Account Number
PAT Profit after tax
QP Qualified purchaser as defined in the U.S. Investment Company Act
RBI Reserve Bank of India
RBI Act Reserve Bank of India Act, 1934
Regulation S Regulation S under the U.S. Securities Act
RTGS Real time gross settlement
SCRA Securities Contracts (Regulation) Act, 1956
SCRR Securities Contracts (Regulation) Rules, 1957
SEBI Securities and Exchange Board of India
SEBI Act Securities and Exchange Board of India Act, 1992, as amended
SEBI AIF Regulations Securities and Exchange Board of India (Alternative Investment Funds) Regulations, 2012, as
amended
SEBI FPI Regulations Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations, 2019, as
amended
SEBI ICDR Regulations Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2018, as amended
SEBI Listing Regulations Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, as amended
SEBI Rights Issue Circulars SEBI circular bearing number SEBI/HO/CFD/PoD-2/P/CIR/2023/00094 dated June 21, 2023
Stock Exchange NSE
STT Securities transaction tax
Supreme Court Supreme Court of India
TAT Turnaround time
Takeover Regulations Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)
Regulations, 2011, as amended
Total Borrowings Aggregate of debt securities, borrowings (other than debt securities) and subordinated
liabilities
U.S.$, USD or U.S. dollar United States Dollar, the legal currency of the United States of America
U.S. Investment Company Act Investment Company Act of 1940, as amended
U.S. Person U.S. persons as defined in Regulation S under the U.S. Securities Act or acting for the account
or benefit of U.S. persons (not relying on Rule 902(k)(1)(viii)(B) or Rule 902(k)(2)(i) of
Regulation S)
U.S. QIB Qualified Institutional Buyer as defined in Rule 144A
USA, U.S. or United States United States of America

8
 Term Description
U.S. SEC U.S. Securities and Exchange Commission
U.S. Securities Act or Securities U.S. Securities Act of 1933, as amended
Act
VCF Venture capital fund as defined and registered with SEBI under the Securities and Exchange
Board of India (Venture Capital Fund) Regulations, 1996 or the SEBI AIF Regulations, as the
case may be
WHO World Health Organization

9
 NOTICE TO INVESTORS
The distribution of this Draft Letter of Offer, the Letter of Offer, the Abridged Letter of Offer, Application Form, Rights Entitlement
Letter and other issue materials and the issue of Rights Entitlement and Rights Equity Shares on a right basis to persons in certain
jurisdictions outside India may be restricted by legal requirements prevailing in those jurisdictions. Persons into whose possession
this Draft Letter of Offer, the Letter of Offer, the Abridged Letter of Offer, Application Form or other Issue material may come are
required to inform themselves about and observe such restrictions.

Our Company is making this Issue on a rights basis to the Eligible Equity Shareholders and will send/dispatch this Draft Letter of
Offer/ Letter of Offer/ Abridged Letter of Offer, Application Form, Rights Entitlement and other Issue material Letter through email
and courier only to Eligible Equity Shareholders who have a registered address in India or who have provided an Indian address to
our Company. This Draft Letter of Offer will be provided, through email and courier, by the Registrar, on behalf of our Company,
to the Eligible Equity Shareholders who have provided their Indian addresses to our Company or who are located in jurisdictions
where the offer and sale of the Rights Equity Shares is permitted under laws of such jurisdictions and in each case who make a
request in this regard.

In case the Eligible Equity Shareholders have provided their valid e-mail address, the Draft Letter of Offer, the Letter of Offer, the
Abridged Letter of Offer, and the Application Form will be sent only to their valid e-mail address, and in case the Eligible Equity
Shareholders have not provided their e-mail address, then the Issue materials will be dispatched, on a reasonable effort basis, to the
Indian addresses provided by them. Investors can also access this Draft Letter of Offer, the Letter of Offer, the Abridged Letter of
Offer and the Application Form from the websites of the Registrar, our Company, the Lead Manager, and the Stock Exchange.

No action has been or will be taken to permit the Issue in any jurisdiction where action would be required for that purpose, except
that this Draft Letter of Offer is being filed with the Stock Exchange for observations and submitted to SEBI for disclosure purpose.
Accordingly, the Rights Entitlements or Rights Equity Shares may not be offered or sold, directly or indirectly, and this Draft Letter
of Offer, the Letter of Offer, the Abridged Letter of Offer or any offering materials or advertisements in connection with the Issue
may not be distributed, in whole or in part, in any jurisdiction, except in accordance with legal requirements applicable in such
jurisdiction. Receipt of this Draft Letter of Offer, the Letter of Offer or the Abridged Letter of Offer will not constitute an offer,
invitation to or solicitation by anyone in those jurisdictions in which it would be illegal to make such an offer and, in those
circumstances, this Draft Letter of Offer, Letter of Offer, and the Abridged Letter of Offer must be treated as sent for information
purposes only and should not be acted upon for subscription to the Rights Equity Shares and should not be copied or redistributed.
Accordingly, persons receiving a copy of this Draft Letter of Offer, the Letter of Offer, or the Abridged Letter of Offer or Application
Form should not, in connection with the issue of the Rights Equity Shares or the Rights Entitlements, distribute or send this Draft
Letter of Offer, the Letter of Offer, or the Abridged Letter of Offer to any person outside India where to do so, would or might
contravene local securities laws or regulations. If this Draft Letter of Offer, the Letter of Offer, the Abridged Letter of Offer or
Application Form is received by any person in any such jurisdiction, or by their agent or nominee, they must not seek to subscribe
to the Rights Equity Shares or the Rights Entitlements referred to in this Draft Letter of Offer, the Letter of Offer, the Abridged
Letter of Offer or the Application Form.

Any person who makes an application to acquire the Rights Entitlements or the Rights Equity Shares offered in the Issue will be
deemed to have declared, represented, warranted and agreed that such person is authorised to acquire the Rights Entitlements or the
Rights Equity Shares in compliance with all applicable laws and regulations prevailing in his jurisdiction and India, without the
requirement for our Company or our affiliates or the Lead Manager or its affiliates to make any filing or registration (other than in
India). In addition, each purchaser of Rights Entitlements and the Rights Equity Shares will be deemed to make the representations,
warranties, acknowledgments and agreements set forth in “Other Regulatory and Statutory Disclosures” on page 238. Our
Company, in consultation with the lead manager, the Registrar, or any other person acting on behalf of our Company reserves the
right to treat any Application Form as invalid where they believe that Application Form is incomplete, or acceptance of such
Application Form may infringe applicable legal or regulatory requirements and we shall not be bound to allot or issue any Rights
Equity Shares or Rights Entitlement in respect of any such Application Form.

Neither the delivery of this Draft Letter of Offer, the Letter of Offer, the Abridged Letter of Offer, Application Form and Rights
Entitlement Letter and other Issue material nor any sale hereunder, shall, under any circumstances, create any implication that there
has been no change in our Company’s affairs from the date hereof or the date of such information or that the information contained
herein is correct as at any time subsequent to the date of this Draft Letter of Offer, Letter of Offer, and the Abridged Letter of Offer
and the Application Form and Rights Entitlement Letter or the date of such information.

THE CONTENTS OF THIS DRAFT LETTER OF OFFER SHOULD NOT BE CONSTRUED AS LEGAL, TAX,
FINANCIAL OR INVESTMENT ADVICE. PROSPECTIVE INVESTORS MAY BE SUBJECT TO ADVERSE
FOREIGN, STATE OR LOCAL TAX OR LEGAL CONSEQUENCES AS A RESULT OF THE ISSUE OF RIGHTS
EQUITY SHARES OR RIGHTS ENTITLEMENTS. ACCORDINGLY, EACH INVESTOR SHOULD CONSULT THEIR

10
OWN COUNSEL, BUSINESS ADVISOR AND TAX ADVISOR AS TO THE LEGAL, BUSINESS, TAX AND RELATED
MATTERS CONCERNING THE ISSUE OF RIGHTS EQUITY SHARES OR RIGHTS ENTITLEMENTS.

IN ADDITION, NEITHER OUR COMPANY NOR THE LEAD MANAGER OR THEIR RESPECTIVE AFFILIATES
ARE MAKING ANY REPRESENTATION TO ANY OFFEREE OR PURCHASER OF THE EQUITY SHARES
REGARDING THE LEGALITY OF AN INVESTMENT IN THE RIGHTS ENTITLEMENTS OR THE RIGHTS EQUITY
SHARES BY SUCH OFFEREE OR PURCHASER UNDER ANY APPLICABLE LAWS OR REGULATIONS.

The Rights Entitlements and the Rights Equity Shares have not been approved or disapproved by any regulatory authority, nor has
any regulatory authority passed upon or endorsed the merits of the offering of the Rights Entitlements, the Rights Equity Shares or
the accuracy or adequacy of this Draft Letter of Offer. Any representation to the contrary is a criminal offence in certain jurisdictions.
The Issue Materials are supplied to you solely for your information and may not be reproduced, redistributed or passed on, directly
or indirectly, to any other person or published, in whole or in part, for any purpose.

11
 NO OFFER IN THE UNITED STATES
The Rights Entitlements and the Rights Equity Shares have not been and will not be registered under the Securities Act or the
securities laws of any state of the United States and may not be offered or sold or resold or otherwise transferred within the United
States of America or the territories or possessions thereof ("United States"), except in a transaction not subject to, or exempt from,
the registration requirements of the Securities Act and applicable state securities laws. Accordingly, the Rights Entitlements
(including their credit) and the equity shares are only being offered and sold outside the United States in offshore transactions in
reliance on regulations under Regulation S of the Securities Act and in compliance with the applicable laws of the jurisdiction where
those offers and sales occur. The offering to which this Draft Letter of Offer relates is not, and under no circumstances is to be
construed as, an offering of any Rights Equity Shares or Rights Entitlement for sale in the United States or as a solicitation therein
of an offer to buy or transfer any of the Rights Equity Shares or Rights Entitlement. There is no intention to register any portion of
the Issue or any of the securities described herein in the United States or to conduct a public offering of securities in the United
States. Accordingly, this Draft Letter of Offer/ Letter of Offer / Abridged Letter of Offer and the enclosed Application Form and
Rights Entitlement Letters should not be forwarded to or transmitted in or into the United States at any time. In addition, until the
expiry of 40 days after the commencement of the Issue, an offer or sale of Rights Entitlements or Rights Equity Shares within the
United States by a dealer (whether or not it is participating in the Issue) may violate the registration requirements of the Securities
Act.

Neither our Company nor any person acting on our behalf will accept a subscription or renunciation or purchase of the Equity
Shares and/ or Rights Entitlements from any person, or the agent of any person, who appears to be, or who our Company or any
person acting on our behalf has reason to believe is in the United States when the buy order is made. Envelopes containing an
Application Form and Rights Entitlement Letter should not be postmarked in the United States, electronically transmitted from the
United States or otherwise dispatched from the United States or any other jurisdiction where it would be illegal to make an offer of
securities under this Draft Letter of Offer, and all persons subscribing for the Rights Equity Shares and wishing to hold such Equity
Shares in registered form must provide an address for registration of these Equity Shares in India. Our Company is making the Issue
on a rights basis to Eligible Equity Shareholders and this Draft Letter of Offer/ Letter of Offer/ Abridged Letter of Offer and
Application Form and Rights Entitlement Letter will be dispatched only to Eligible Equity Shareholders who have an address in
India. Any person who acquires Rights Entitlements and the Rights Equity Shares will be deemed to have declared, represented,
warranted and agreed that, (i) it is not, and that at the time of subscribing for such Rights Equity Shares or the Rights Entitlements,
it will not be, in the United States, and (ii) it is authorized to acquire the Rights Entitlements and the Rights Equity Shares in
compliance with all applicable laws and regulations.

Our Company reserves the right to treat any Application Form as invalid which: (i) does not include the certification set out in the
Application Form to the effect that the subscriber is authorised to acquire the Rights Equity Shares or Rights Entitlement in
compliance with all applicable laws and regulations; (ii) appears to us or our agents to have been executed in or dispatched from
the United States; (iii) where a registered Indian address is not provided; or (iv) where our Company believes that the Application
Form is incomplete or acceptance of such Application Form may infringe applicable legal or regulatory requirements; and our
Company shall not be bound to allot or issue any Rights Equity Shares or Rights Entitlement in respect of any such Application
Form.

The Rights Entitlements may not be transferred or sold to any person in the United States.

The Rights Entitlements and the Equity Shares have not been approved or disapproved by the US Securities and Exchange
Commission (the "US SEC"), any other federal or any state securities commission in the United States or any other US regulatory
authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the Rights Entitlements,
the Equity Shares or the accuracy or adequacy of this Draft Letter of Offer.

Any representation to the contrary is a criminal offence in the United States.

The above information is given for the benefit of the Applicants/ Investors. Our Company and the Lead Manager are not liable for
any amendments or modification or changes in applicable laws or regulations, which may occur after the date of this Draft Letter
of Offer. Investors are advised to make their independent investigations and ensure that the number of Rights Equity Shares applied
for do not exceed the applicable limits under the applicable laws or regulations.

THIS DOCUMENT IS SOLELY FOR THE USE OF THE PERSON WHO RECEIVED IT FROM OUR COMPANY OR
FROM THE REGISTRAR. THIS DOCUMENT IS NOT TO BE REPRODUCED OR DISTRIBUTED TO ANY OTHER
PERSON.

12
 PRESENTATION OF FINANCIAL AND OTHER INFORMATION
Certain Conventions
All references to "India" contained in this Draft Letter of Offer are to the Republic of India and its territories and possessions and
all references herein to the "Government", "Indian Government", "GoI", Central Government" or the "State Government" are to the
Government of India, central or state, as applicable.

Unless otherwise specified or the context otherwise requires, all references in this Draft Letter of Offer to the 'US' or 'U.S.' or the
'United States' are to the United States of America and its territories and possessions. Unless otherwise specified, any time mentioned
in this Draft Letter of Offer is in Indian Standard Time ("IST"). Unless indicated otherwise, all references to a year in this Draft
Letter of Offer are to a calendar year.

A reference to the singular also refers to the plural and one gender also refers to any other gender, wherever applicable.

Unless stated otherwise, all references to page numbers in this Draft Letter of Offer are to the page numbers of this Draft Letter of
Offer.

Financial Data
Unless stated otherwise or the context otherwise requires, the financial information and financial ratios in this Draft Letter of Offer
has been derived from our Audited Consolidated Financial Statements and Limited Review Consolidated Financial Results. For
details, please see "Financial Information" beginning on page 127 of this Draft Letter of Offer. Our Company’s financial year
commences on April 01 and ends on March 31 of the next year. Accordingly, all references to a particular financial year, unless
stated otherwise, are to the twelve (12) month period ended on March 31 of that year.

The Government of India has adopted the Indian accounting standards ("Ind AS"), which are converged with the International
Financial Reporting Standards of the International Accounting Standards Board ("IFRS") and notified under Section 133 of the
Companies Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended (the "Ind AS Rules"). The
Financial Statements of our Company have been prepared in accordance with Ind AS and recognition and measurement principles
laid down in Ind AS 34 prescribed under the Section 133 of the Companies Act 2013 and Regulation 33 of SEBI Listing Regulations.
Our Company publishes its financial statements in Indian Rupees. Any reliance by persons not familiar with Indian accounting
practices on the financial disclosures presented in this Draft Letter of Offer should accordingly be limited.

Unless otherwise stated, the financial numbers stated in this Draft Letter of Offer are derived from the Audited Financial Statements
and /or the Limited Reviewed Financial Information.

The Audited Financial Statements of our Company have been prepared in accordance with Ind AS, as prescribed under Section 133
of Companies Act read with the Ind AS Rules and other the relevant provisions of the Companies Act and in accordance with the
SEBI ICDR Regulations and the Guidance Note on Reports in Company Prospectuses (Revised), 2019, issued by the ICAI. Our
Company publishes its financial statements in Rupees in Lakhs.

In this Draft Letter of Offer, any discrepancies in any table between the total and the sums of the amounts listed are due to rounding
off and unless otherwise specified all financial numbers in parenthesis represent negative figures. Our Company has presented all
numerical information in the Financial Statements in whole numbers and in this Draft Letter of Offer in "lakh" units or in whole
numbers where the numbers have been too small to represent in lakh. One lakh represents 1,00,000 and one million represents
1,000,000.

There are significant differences between Ind AS, US GAAP and IFRS. We have not provided a reconciliation of the financial
information to IFRS or US GAAP. Our Company has not attempted to also explain those differences or quantify their impact on
the financial data included in this Draft Letter of Offer, and you are urged to consult your own advisors regarding such differences
and their impact on our financial data. Accordingly, the degree to which the financial information included in this Draft Letter of
Offer will provide meaningful information is entirely dependent on the reader’s level of familiarity with Indian accounting policies
and practices, Ind AS, the Companies Act and the SEBI ICDR Regulations. Letter For further information, see "Financial
Information" beginning on page 127.

Certain figures contained in this Draft Letter of Offer, including financial information, have been subject to rounded off adjustments.
All figures in decimals (including percentages) have been rounded off to one or two decimals. However, where any figures that
may have been sourced from third-party industry sources are rounded off to other than two decimal points in their respective sources,

13
such figures appear in this Draft Letter of Offer rounded-off to such number of decimal points as provided in such respective
sources. In this Draft Letter of Offer, (i) the sum or percentage change of certain numbers may not conform exactly to the total
figure given; and (ii) the sum of the numbers in a column or row in certain tables may not conform exactly to the total figure given
for that column or row. Any such discrepancies are due to rounding off.

Currency and Units of Presentation

All references to:

• "Rupees" or "₹" or "INR" or "Rs." are to Indian Rupee, the official currency of the Republic of India; and
• "USD" or "US$" or "$" are to United States Dollar, the official currency of the United States of America.

Our Company has presented certain numerical information in this Draft Letter of Offer in "lakh" or "Lac" units or in whole numbers.
One lakh represents 1,00,000 and one million represents 1,000,000. All the numbers in the document have been presented in lakh
or in whole numbers where the numbers have been too small to present in lakh. Any percentage amounts, as set forth in "Risk
Factors", "Our Business", "Management’s Discussion and Analysis of Financial Conditions and Results of Operation"
beginning on pages 19 and 225 and elsewhere, unless otherwise indicated, have been calculated based on our Financial Information.

Exchange Rates
This Draft Letter of Offer contains conversions of certain other currency amounts into Indian Rupees that have been presented
solely to comply with the SEBI ICDR Regulations. These conversions should not be construed as a representation that these
currency amounts could have been, or can be converted into Indian Rupees, at any particular rate or at all.

The following table sets forth, for the periods indicated, information with respect to the exchange rate between the Indian Rupee
and other foreign currencies:
(in ₹)
Name of the Currency As of December 31, 2023 As of March 31, 2023 As of March 31, 2022
United States Dollar 83.11 82.22 75.81
(Source: https://www.rbi.org.in/scripts/ReferenceRateArchive.aspx )
Note: In case March 31 of any of the respective years / period or December 31 is a public holiday, the previous Working Day not being a public holiday has been
considered.

Industry and Market Data

Unless stated otherwise, industry and market data used in this Draft Letter of Offer has been obtained or derived from publicly
available information as well as industry publications and sources.

Industry publications generally state that the information contained in such publications has been obtained from publicly available
documents from various sources believed to be reliable, but the accuracy and completeness of such information are not guaranteed,
and their reliability cannot be assured. This information is subject to change and cannot be verified with certainty due to limits on
the availability and reliability of the raw data and other limitations and uncertainties inherent in any statistical survey. Although we
believe the industry and market data used in this Draft Letter of Offer is reliable, it has not been independently verified by us. The
data used in these sources may have been reclassified by us for the purposes of presentation. Data from these sources may also not
be comparable. Such data involves risks, uncertainties and numerous assumptions and is subject to change based on various factors,
including those discussed in "Risk Factors" beginning on page 19 of this Draft Letter of Offer. Accordingly, investment decisions
should not be based solely on such information.

The extent to which the market and industry data used in this Draft Letter of Offer is meaningful depends on the reader’s
familiarity with and understanding of the methodologies used in compiling such data. There are no standard data gathering
methodologies in the industry in which the business of our Company is conducted, and methodologies and assumptions may
vary widely among different industry sources.

14
 FORWARD-LOOKING STATEMENTS

In this Draft Letter of Offer, we have included statements, which contain words or phrases such as "will", "may", "aim", "is likely
to result", "believe", "expect", "continue", "anticipate", "estimate", "intend", "plan", "contemplate", "seek to", "future", "objective",
"goal", "project", "should", "pursue" and similar expressions or variations of such expressions, that are "forward-looking
statements". However, these are not the exclusive means of identifying forward-looking statements.

All statements regarding our Company's expected financial conditions, results of operations, business plans and prospects are
forward-looking statements. These forward-looking statements include statements as to our Company's business strategy, planned
projects, revenue and profitability (including, without limitation, any financial or operating projections or forecasts), new business
and other matters discussed in this Draft Letter of Offer that are not historical facts. These forward-looking statements contained in
this Draft Letter of Offer (whether made by our Company or any third party), are predictions and involve known and unknown
risks, uncertainties, assumptions and other factors that may cause the actual results, performance or achievements of our Company
to be materially different from any future results, performance or achievements expressed or implied by such forward-looking
statements or other projections.

Actual results may differ materially from those suggested by the forward looking-statements due to risks or uncertainties associated
with our expectations with respect to, but not limited to, regulatory changes pertaining to the industry in which we operate and our
ability to respond to them, our ability to successfully implement our strategy, our growth and expansion, the competition in our
industry and markets, technological changes, our exposure to market risks, general economic and political conditions in India and
globally, which have an impact on our business activities or investments, the monetary and fiscal policies of India, inflation,
deflation, unanticipated turbulence in interest rates, foreign exchange rates, equity prices or other rates or prices, performance of
the financial markets in India and globally, changes in laws, regulations and taxes, the incidence of natural calamities and/or acts
of violence. Important factors that could cause actual results to differ materially from our Company's expectations include, but are
not limited to, the following:

• Our clients may operate in sectors which are adversely impacted by climate change which could consequently impact our
business;
• The financial stability of our clients may be affected owing to several factors such as demand and supply challenges, currency
fluctuations, regulatory sanctions, geo-political conflicts and other macroeconomic conditions which may adversely impact
our ability to recover fees for the services rendered to them.;
• Intense competition in the market for engineering consultancy services could affect our win rates and pricing, which could
reduce our market share and decrease our revenues and our profits;
• Our business will suffer if we fail to anticipate and develop new services and enhance existing services in order to keep pace
with rapid changes in technology and in the industries on which we focus;
• Our expenses are people centric and fixed in nature, which could cause fluctuations to our profitability;
• Our success depends largely upon our highly skilled professionals and our ability to hire, attract, motivate, retain and train
these personnel;
• Some of our failure to complete fixed-price and fixed-timeframe contracts, or transaction-based pricing contracts, within
budget and on time, may negatively affect our profitability;
• Some of our client contracts can typically be terminated without cause, which could negatively impact our revenues and
profitability;
• Some of our client contracts are often conditional upon our performance, which, if unsatisfactory, could result in lower
revenues than previously anticipated;
• Our work with governmental agencies may expose us to additional risks;
• Our ability to successfully implement our strategy, our growth and expansion, technological changes, our exposure to market
risks that have an impact on our business activities or investments;
• Occurrence of natural calamities or natural disasters affecting the areas in which our Company has operations;
• Changes in the policies of the government of India or political instability may adversely affect economic conditions in India
generally, which could impact our business and prospects, and
• General, political, economic, social and business conditions in India and other global markets.

For further discussion of factors that could cause the actual results to differ from our estimates and expectations, please refer to
"Risk Factors", "Our Business" and "Management's Discussion and Analysis of Financial Position and Results of Operations"
beginning on pages 19 and 225 respectively. By their nature, certain market risk disclosures are only estimates and could be
materially different from what actually occurs in the future. As a result, actual gains or losses could materially differ from those
that have been estimated.

15
We cannot assure investors that the expectations reflected in these forward-looking statements will prove to be correct.

Given these uncertainties, investors are cautioned not to place undue reliance on such forward-looking statements and not to regard
such statements as a guarantee of future performance.

Forward looking statements reflect the current views of our Company as of the date of this Draft Letter of Offer and are not a
guarantee of future performance. These statements are based on the management's beliefs and assumptions, which in turn are based
on currently available information. Although, we believe the assumptions upon which these forward-looking statements are based
are reasonable, any of these assumptions could prove to be inaccurate, and the forward-looking statements based on these
assumptions could be incorrect. Neither our Company, our Directors, nor any of their respective affiliates or advisors have any
obligation to update or otherwise revise any statements reflecting circumstances arising after the date hereof or to reflect the
occurrence of underlying events, even if the underlying assumptions do not come to fruition.

In accordance with the SEBI ICDR Regulations, our Company will ensure that investors are informed of material developments
from the date of this Draft Letter of Offer until the time of receipt of the listing and trading permissions from the Stock Exchange.

16
 SUMMARY OF DRAFT LETTER OF OFFER
The following is a general summary of certain disclosures included in this Draft Letter of Offer and is not exhaustive, nor does it
purport to contain a summary of all the disclosures in this Draft Letter of Offer or all details relevant to the prospective investors.
This summary should be read in conjunction with, and is qualified in its entirety by, the more detailed information appearing
elsewhere in this Draft Letter of Offer, including, "Risk Factors", "Objects of the Issue", "Our Business" and "Outstanding
Litigation and Defaults" beginning on pages 19 and 46, 130 and 230 respectively.

Primary Business of our Company

We are an ISO 9001:2015 certified Company offering concept to commissioning solutions for various businesses for last 40+Years.
We have experience in multiple industry verticals include Energy Transition, Renewables, Biofuels, Skill Development,
Environment Management and Engineering, and Business Advisory Services. We endeavor in our work to contribute to Sustainable
Development Goals (SDGs) which are important for realizing a sustainable society. Our Engineering and Consultancy Services
include ESG Reporting, Sustainability Reporting, Climate Change Mitigation & Adaptation, Carbon Neutrality & Net Zero and
Carbon Credits & Trading.

For further details, please see chapter titled "Our Business" beginning on page 130.

Objects of the Issue

The details of the Net Proceeds are summarized in the table below:
(in ₹ Lakhs)
Particulars Amount
Gross Proceeds from the Issue# Up to 3,500
Less: Issue related expenses [●]
Net Proceeds of the Issue [●]
#
Assuming full subscription, allotment and receipt of Call Monies with respect to the Rights Equity Shares.
*
The issue size shall aggregate up to ₹ 3,500 lakhs. If there is any reduction in the amount on account of or at the time of finalisation of issue price, the same will
be adjusted against General Corporate Purpose.

The Net Proceeds are proposed to be used in the manner set out in the following table:
(in ₹ Lakhs)
Particulars Amount*
Investment in its Wholly Owned Subsidiary Company viz. MITCON Sun Power Limited; 591.00
To finance the upgradation of Environment Laboratory; 53.09
Investment in its Joint Venture Company viz. MITCON Nature Based Solutions Limited; 243.00
To invest in Front End Engineering Design Development; 149.91
To finance the acquisition of instruments for training; 21.60
To carry out the capital expenditure for refurbishment of office space; 130.87
Part-funding the incremental working capital requirements and 1250.00
General corporate purposes* [●]
Total Net Proceeds [●]
#
To be finalized on determination of the Issue Price and updated in the Letter of Offer prior to filing with the Stock Exchange and submitted with SEBI. The amount
utilised for general corporate purposes shall not exceed 25% of the Gross Proceeds of the Issue.
*
Assuming full subscription, allotment and receipt of Call Monies with respect to the Rights Equity Shares.

For further details, please see chapter titled "Objects of the Issue" beginning on page 46.

Intention and extent of participation by our Promoters and Promoter Group shareholders

Our Company is a professionally managed company and does not have an identifiable promoter either in terms of the SEBI ICDR
Regulations or the Companies Act, 2013.

The minimum subscription criteria provided under regulation 86(1) of the SEBI ICDR Regulations shall apply. Therefore, in
accordance with Regulation 86 of the SEBI ICDR Regulations, if our Company does not receive the minimum subscription of at
least 90% of the Issue of the Equity Shares being offered under this Issue, on an aggregate basis, our Company shall refund the
entire subscription amount received within 4 (four) days from the Issue Closing Date. If there is a delay in making refunds beyond
such period as prescribed by applicable laws, our Company will pay interest for the delayed period at rates as prescribed under the
applicable laws.

17
Risk Factors
For details of potential risks associated with our ongoing business activities and industry, investment in Equity Shares of the
Company, material litigations which impact the business of the Company and other economic factors please refer to "Risk Factors"
beginning on page 19.

Outstanding litigation and defaults

A summary of the outstanding legal proceedings involving our Company as on the date of this Draft Letter of Offer is set forth in
the table below:

Particulars Criminal Matters Economic Other proceedings Tax Aggregate amount

Matters involving offences where involving our Company Proceedings involved (₹ in
material proceedings which involve an amount lakhs)
violations of have been exceeding the Materiality
statutory initiated Threshold and other
regulations against our pending matters, which if
Company they result in an adverse
outcome would materially
and adversely affect the
operations or the financial
position of our Company

Against the 1 Nil Nil 3 1 48.40

Company

By the Company 2 Nil Nil 4 - 60.44*

Against the Nil Nil Nil 2 2 Not

Subsidiary Ascertainable
(including step-
subsidiary)

By the Subsidiary 1 Nil Nil 1 - 256.29**

(including step-
subsidiary)
* Includes 4 Civil Litigations wherein no financial liability is ascertainable at this stage.
** Includes 1 Civil Litigation wherein no financial liability is ascertainable at this stage.

Contingent liabilities
For details regarding our contingent liabilities as per Ind AS 37 for the Financial Year 2023 and Financial Year 2022, please see
the section entitled “Financial Statements” on page 127.

Related Party Transactions

For details regarding our related party transactions, please see “Audited Financial Statements” on pages 127.

Issue of equity shares made in last one year for consideration other than cash
Our Company has not made any issuances of Equity Shares in the last one year for consideration other than cash.

Split/ Consolidation of Equity Shares in the last one year

Our Company has not made any split or consolidation of its Equity Shares in the last one year.

18
 SECTION II: RISK FACTORS
An investment in equity shares involves a high degree of risk. You should carefully consider all the information disclosed in this
Draft Letter of Offer, including the risks and uncertainties described below and the "Financial Statements" on page 127 of this
Draft Letter of Offer, before making an investment in the Equity Shares. The risks described below are not the only risks relevant
to us or the Equity Shares or the industries in which we currently operate. Additional risks and uncertainties, not presently known
to us or that we currently deem immaterial may also impair our business, cash flows, prospects, results of operations and financial
condition. In order to obtain a complete understanding about us, investors should read this section in conjunction with "Our
Business", "Industry Overview" and "Management’s Discussion and Analysis of Financial Condition and Results of Operations"
beginning on pages 103, 71 and 224, respectively, as well as the other financial information included in this Draft Letter of Offer.
If any of the risks described below, or other risks that are not currently known or are currently deemed immaterial actually occur,
our business, cash flows, prospects, results of operations and financial condition could be adversely affected, the trading price of
the Equity Shares could decline, and investors may lose all or part of the value of their investment. The financial and other related
implications of the risk factors, wherever quantifiable, have been disclosed in the risk factors mentioned below.

However, there are certain risk factors where the financial impact is not quantifiable and, therefore, cannot be disclosed in such
risk factors. You should consult your tax, financial and legal advisors about the particular consequences to you of an investment in
this Issue. The following factors have been considered for determining the materiality: (1) some events may not be material
individually but may be found material collectively; (2) some events may have material impact qualitatively instead of quantitatively;
and (3) some events may not be material at present but may have material impact in future.

This Draft Letter of Offer also contains forward-looking statements that involve risks and uncertainties. Our actual results could
differ materially from those anticipated in these forward-looking statements as a result of certain factors, including the
considerations described below and elsewhere in this Draft Letter of Offer. Any potential investor in, and purchaser of, the Equity
Shares should pay particular attention to the fact that our Company is an Indian company and is subject to a legal and regulatory
environment which, in some respects, may be different from that which prevails in other countries. For further information, please
refer to "Forward Looking Statements" beginning on page 15 of this Draft Letter of Offer.

Unless otherwise indicated or the context requires otherwise, the financial information included herein is based on our Audited
Consolidated Financial Statements and Unaudited Consolidated Financial Results included in this Draft Letter of Offer. For further
information, please refer to "Financial Statements" beginning on page 127 of this Draft Letter of Offer. In this section, unless the
context requires otherwise, any reference to "we", "us" or "our" refers to MITCON Consultancy & Engineering Services Limited.

INTERNAL RISK FACTORS

1. Our Company and its Subsidiaries are subject to litigations, which, if determined adversely, may affect our business and
financial condition.

Our Company and its Subsidiaries are currently involved in certain litigations in India. We cannot assure you that such
proceedings will be decided in favour of our Company. Any adverse decision in such proceedings may render our Company to
pay penalties. Additionally, during the course of our business we are subject to risk of litigation in relation to contractual
obligations, employment and labour law related, related to tax proceedings, civil litigation etc.

A classification of the outstanding proceedings is given in the following table;

Particulars Criminal Matters Economic Other proceedings Tax Aggregate

Matters involving offences where involving our Company Proceedings amount involved
material proceedings which involve an amount (₹ in lakhs)
violations of have been exceeding the Materiality
statutory initiated Threshold and other
regulations against our pending matters, which if
Company they result in an adverse
outcome would materially
and adversely affect the
operations or the financial
position of our Company

Against the 1 Nil Nil 6 1 48.40

Company

By the Company 2 Nil Nil 4 - 60.44*

19
 Against the Nil Nil Nil 2 2 Not
Subsidiary Ascertainable
(including step-
subsidiary)

By the Subsidiary 1 Nil Nil 1 - 256.29**

(including step-
subsidiary)
* Includes 4 Civil Litigations wherein no financial liability is ascertainable at this stage.
** Includes 1 Civil Litigation wherein no financial liability is ascertainable at this stage.

We may be required to devote management and financial resources in the defense or prosecution of such legal proceedings.
Should any new developments arise, including a change in Indian laws or rulings against us by the appellate courts or tribunals,
we may face losses and we may have to make further provisions in our financial statements, which could increase our expenses
and our liabilities. Decisions in such proceedings, adverse to our interests, may have a material adverse effect on our business,
cash flows, financial condition, and results of operations. Failure to successfully defend these or other claims, or if our current
provisions prove to be inadequate, our business and results of operations could be adversely affected. Even if we are successful
in defending such cases, we will be subject to legal and other costs relating to defending such litigation, and such costs could be
substantial. In addition, we cannot assure you that similar proceedings will not be initiated in the future. Any adverse order or
direction in these cases by the concerned authorities, even though not quantifiable, may have an adverse effect on our reputation,
brand, business, results of operations and financial condition. For further details, please refer to the section “Outstanding
Litigation and Defaults” beginning on page 230.

2. Any disruption, shutdown or breakdown of operations at Solar Plants and Solar Park operated by our Subsidiary Company
may have a material adverse effect on our business, financial condition and results of operations.

As on the date of this Draft Letter of Offer, we operate 2 Solar Plants situated at (i) Jamkhed Dist-Ahmednagar (ii) Sonalwadi
Tal-Sangola, Dist Solapur and 1 Solar Park situated at (i) Kini, Tal-Akkalkot, Dist-Solapur (total combined capacity of 24.9
MW) through our Subsidiary Companies. At our above said locations, we undertake generation of power for Solar Energy
Corporation of India and group/captive use by commercial/industrial consumers. Our business is dependent upon our ability to
manage our Solar Plants and Park, which are subject to various operating risks, including those beyond our control, such as the
breakdown, failure of equipment or industrial accidents, fire, power interruption and other operational failures or lapses.

While there have been no material instances in the past, any significant malfunction or breakdown of our machinery, our
equipment, our automation systems or any other part of our Solar Plants and Park processes or systems may entail significant
repair and maintenance costs and cause delays in our operations. If we are unable to repair our Solar Plant and Park Assets in a
timely manner or at all, our operations may need to be suspended until we procure the appropriate Solar Plant and Park Assets
to replace them and there can be no assurance that the new Solar Plant and Park Assets will be procured and/or integrated in a
timely manner. In addition, we may be required to carry out planned shutdowns of our Solar Plants/Parks for maintenance,
statutory inspections, customer audits and testing, or we may shut down one or more of our Solar Plants/Parks for capacity
expansion and equipment upgrades.

3. Some of the documents pertaining to certain litigations are not traceable.

Our Company is not in possession of complete documents pertaining to a litigation bearing number MARJI 65/2017 involving
us. However, we have a received a Show Cause Notice which is inserted in the “Outstanding Litigation and Defaults” beginning
on page 230. Such litigation is reflecting on the website of adjudicating forum; however, the records are not available with us.
In case, any documents pertaining to such litigation are traced by the Company, after the filing of Draft Letter of Offer, the same
will be incorporated in the Letter of Offer.

4. As a part of our Objects of the Offer, we intend to invest for Front End Engineering Design Development (FEEDD) in various
areas. If such FEEDD are not as successful as we anticipate, our future business and cash flows may be adversely affected

In accordance with our strategy, we intend to invest for Front End Engineering Design Development (FEEDD) in (i) Bio-Char
plant and Pilot Plant – Fermentation and (ii) CO2 to Fuel Technology, Bio-ether and Sustainable Aviation Fuel Technology.

Such FEEDD in (i) Bio-Char would benefit the Company since there are no organized and reliable Original Equipment
Manufacturers (OEM) who supply bio-char plants and their engineering in the Indian market; (ii) Pilot Plant – Fermentation
will enable our Company to scale up and engineer commercial scale plants to produce organic acids and pilot trials will help to
establish performance parameters for different processes; (iii) engineering of CO2 to Fuel Technology, Bio-ether and Sustainable

20
 Aviation Fuel Technology would benefit the company in contributing to Sustainable Development Goals (SDGs) of our
Company.

Although we have a careful plan and strategy for FEEDD, such things are always subject to a number of risks including, but not
limited to, (a) our failure to engineer that meet demands and requirements; (b) our failure to comply with applicable laws and
regulations; (c) failure to obtain the relevant approvals from regulatory bodies on a timely basis, if required; and (d) failure to
recover costs incurred in such FEEDD or earn adequate profits.

5. Under utilisation of power generation capacity and an inability to effectively onboard captive power consumer for our Solar
Park at Kini could have an adverse effect on our business and future financial performance

We intent to utilise part of the Net Proceeds being ₹461 lakhs towards investment in subsidiary company i.e. MITCON Sun
Power Limited (“MSPL”) and MSPL proposes to utilize such amount towards its equity contribution [being 74% of 30% equity
infusion] in setting up a new Ground Mount Solar Power Plant upto 3.22 MW in the Solar Park at Kini through one or more
SPV(s) as per the existing Open Access Policy of the Government which will allow MSPL to fully utilize the capacity in the
Solar Park and cater the power requirements of its customers which would ultimately add to the revenue and profitability of
MSPL. The estimated cost for setting up of Power project in the Kini Solar Park for 3.22 MW shall be ₹2,076 Lakhs shall be
funded in form of 70% debt [to be borrowed by SPV(s)] and 30% Equity infusion in separate SPV(s).

There can be no assurance that MSPL shall be able to secure requisite debt for setting up a new Ground Mount Solar Power
Plant and also onboard the captive power user in the time frame or manner as may be anticipated by our Company or at all. In
case, any such delay could adversely affect the business, financial condition, cash flows and results of operations of MSPL and
in turn affect our Company on consolidated basis.

6. We require certain approvals and licenses in the ordinary course of business and are required to comply with certain rules
and regulations to operate our business, any failure to obtain, retain and renew such approvals and licences or comply with
such rules and regulations may adversely affect our operations.

We require several statutory and regulatory permits, licenses and approvals to operate the business of our Company and
subsidiaries. Many of these approvals are subject to periodical renewal. Any failure to renew the approvals that may expire, or
to apply for the required approvals, licences, registrations or permits, or any suspension or revocation of any of the approvals,
licences, registrations and permits that have been or may be issued to us, could result in delaying the operations of our business,
which may adversely affect our business, financial condition, results of operations and prospects.

Further, we propose to utilise a certain portion of the Net Proceeds towards funding capital expenditure in our Company and
investment in s Wholly Owned Subsidiary Company and Joint Venture. We believe that we have obtained all requisite licenses
and approval as may be required for the proposed objects. For details of the objects of the Issue, see “Objects of the Issue” and
“Government and Other Statutory Approvals” on page 46 and 237 respectively. However, we cannot assure you that we shall
be able to maintain requisite license or obtain the licenses as may be required in future. Any such event may result in the
interruption of our operations and may have a material adverse effect on our business, financial condition, cash flows and results
of operations.

Further, some of our permits, licenses and approvals are subject to several conditions and we cannot provide any assurance that
we will be able to continuously meet such conditions or be able to prove compliance with such conditions to the statutory
authorities, which may lead to the cancellation, revocation or suspension of relevant permits, licenses or approvals which may
result in the interruption of our operations and may have a material adverse effect on our business, financial condition, cash
flows and results of operations. If we fail to comply with all applicable regulations or if the regulations governing our business
or their implementation change, we may incur increased costs, be subject to penalties or suffer a disruption in our business
activities, any of which could adversely affect our results of operations.

7. We may be unable to sufficiently obtain, maintain, protect, or enforce our intellectual property and other proprietary rights

As on date of this Draft Letter of Offer, we have registered the trademarkunder class 36, 37, 40, 41 and 42 and 42. The said
trademarks are required to be renewed from time to time. Any failure to renew registration of our registered trademark may
affect our right to use such trademark in future. Further, our efforts to protect our intellectual property in India and abroad may
not be adequate and any third-party claim on any of our unprotected intellectual property may lead to erosion of our business
value and our reputation, which could adversely affect our operations. Third parties may also infringe or copy our registered
brand name in India and abroad which has been registered by us in India. We may not be able to detect any unauthorized use or
take appropriate and timely steps to enforce or protect our trademarks in India and abroad.

21
 Further, if do not maintain our brand name and identity, which we believe is one of the factors that differentiates us from our
competitors, we may not be able to maintain our competitive edge. If we are unable to compete successfully, we could lose our
customers, which would negatively affect our financial performance and profitability. Moreover, our ability to protect, enforce
or utilize our tradename is subject to risks, including general litigation risks. Furthermore, we cannot assure you that such
tradename will not be adversely affected in the future by actions that are beyond our control, including customer complaints or
adverse publicity from any other source. Any damage to our tradename, if not immediately and sufficiently remedied, could
have an adverse effect on our business and competitive position.

8. We have not yet placed orders in relation to the capital expenditure to be incurred for the proposed purchase of equipments.
In the event of any delay in placing the orders, or in the event the vendors are not able to provide the equipments in a timely
manner, or at all, the same may result in time and cost over-runs.

We intend to utilize portions of the Net Proceeds for funding capital expenditure requirements for the purchase of equipments.
While we have procured quotations from vendors in relation to the capital expenditure to support our expanding operations, we
have not placed any firm orders for any of them. For details in respect of the foregoing, please see “Objects of the Issue” on
page 46. Such quotations are valid for a certain period of time and may be subject to revisions, and other commercial and
technical factors. We cannot assure that we will be able to undertake such capital expenditure at the costs indicated by such
quotations or that there will not be cost escalations over and above the contingencies proposed to be funded out of the Net
Proceeds. Further, the actual amount and timing of our future capital requirements may differ from our estimates as a result of,
among other things, unforeseen delays or cost overruns, unanticipated expenses, regulatory changes, engineering design changes
and technological changes. In the event of any delay in placing the orders, or an escalation in the cost of acquisition of the
equipment or in the event the vendors are not able to provide the equipment and services in a timely manner, or at all, we may
encounter time and cost overruns. Further, if we are unable to procure equipment and ancillary items or avail services from the
vendors from whom we have procured quotations, we cannot assure you that we may be able to identify alternative vendors to
provide us with the similar kind of equipments and ancillary items and services, which satisfy our requirements at acceptable
prices. Our inability to procure the equipments and services at acceptable prices or in a timely manner, may result in an increase
in capital expenditure, extension or variation in the proposed schedule of implementation and deployment of the Net Proceeds,
thereby resulting in an adverse effect on our business, prospects and results of operations.

9. If our Company does not receive the minimum subscription of 90% of the total Issue Size, the Issue may fail.

The minimum subscription criteria (of at least 90% of the Issue) as provided in regulation 86(1) of the SEBI ICDR Regulations
is applicable to this Issue. Pursuant to regulation 86(2) of the SEBI ICDR Regulations, in the event our Company does not
receive the minimum subscription of 90% of the total Issue Size or the subscription level falls below 90% of the total Issue Size
after the Issue Closing Date on account of withdrawal of Applications or technical rejections or any other reason, our Company
shall refund the entire subscription amount received within such period as may be prescribed under applicable law. Further, in
the event, there is a delay in making a refund of the subscription monies, our Company shall be required to pay interest for the
delayed period at such a rate prescribed under applicable law. For further details, please see "Minimum Subscription – General
Information" beginning on page 40.

10. Our Company intends to utilise a portion of the Net Proceeds of the Issue towards the part funding of the incremental working
capital requirements which are based on certain assumptions and estimates and has not been appraised by any bank or
financial institution

One of the objects of the Issue include part funding of the incremental working capital requirements which are based on the
management estimates and certain assumptions by our Company including but not limited to receivables, inventory, trade
payables, working capital cycle etc. The funding requirements for working capital have not been appraised by any bank or
financial institution.

The net working capital requirements of our Company for the last two financial years and nine months ended December 31,
2023 was ₹ 1,373.75 lakhs, ₹ 576.53 lakhs, ₹ 1,104.98 lakhs which represents 17.85%, 12.96%, and 22.20% of our revenue
from operations, respectively. Estimated working capital requirement for the Fiscal 2024, Fiscal 2025, and Fiscal 2026 is ₹
1,339.72 lakhs, ₹ 1,668.37 lakhs and ₹ 2442.06 lakhs respectively which represents 18.92%, 19.67%, and 24.00% of the
estimated revenue from operations. We propose to utilise upto ₹ 1,250 lakhs from the Net Proceeds to fund part of the working
capital requirements of our Company in Fiscal 2024-2025 and Fiscal 2025-2026 respectively. For details, see ‘Objects of the
Issue’ on page 46.

The future working capital requirements and deployment of funds by our Company may be subject to change due to factors
beyond the control of our Company including force majeure conditions, an increase in defaults by our customers, unanticipated
expenses, economic conditions, availability of funding from banks or financial institutions. Accordingly, such working capital

22
 requirements and deployment of proceeds may not be indicative of the actual requirements of our Company in the future and
investors are advised to not place undue reliance on such estimates of future working capital requirements.

11. We are dependent on the ten most significant customers under our consulting, training and project services business, who
contributed significantly to our revenue from operations in each of the last three financial years and nine months ended
December 31, 2023. Loss of any of these customers or a reduction in purchases by any of them could adversely affect our
business, results of operations and financial condition.

We derived a substantial portion of our revenue from operations on from the supply of our services to our ten most significant
consulting, training and project services business customers on Consolidated basis. The table below sets forth the revenue from
operations derived from our top five and top ten consulting, training and project services business customers for the nine months
ended December 31, 2023 and financial years 2023, 2022 and 2021:
(Rs in lakhs)
Particulars As at Nine -months Financial Year Ended Financial Year Ended 31 Financial Year Ended 31
ended December 31, 31 March, 2023 March, 2022 March, 2021
2023
Amount Percentage Amount Amount Amount Percentage Amount Percentage
(%) (%) (%)
Top 5 5,199.14 58.12% 2,286.98 27.34% 5,960.95 55.97% 3,008.76 48.80%
customers*
Top 10 6,141.17 68.65% 3,636.46 43.47 % 6,829.51 64.12% 3,811.00 61.81%
customers*
*Includes customers of subsidiary company

We have historically been dependent, and expect to depend, on such customers, for a substantial portion of our revenue and the
loss of any them for any reason (including due to loss of, or failure to renew existing arrangements; limitation to meet any change
in quality specification, customization requirements, change in technology; disputes with a customer; adverse changes in the
financial condition of our customers, such as possible bankruptcy or liquidation or other financial hardship) could have a material
adverse effect on our business, results of operations and financial condition.

Additionally, as our ten most significant customers under this business vertical include PSUs, we may be unable to win bids and
secure the tenders of the said PSUs for similar volumes of demand or at all, which may adversely effect on our business, results
of operations and financial condition. Further, we do not typically enter into long-term arrangements with of our customers, and
we cannot predict with certainty that contracts will be entered in one period as consistently as they have been in prior periods.
Further, such continuing arrangements or contracts may be cancelled unilaterally with or without cause with prior notice and
should such cancellation take place, it may have an adverse impact on our revenue and results of operations. There can be no
assurance that any customers will not cancel contracts in the future which may have an impact on our results of operations and
business in the future. Furthermore, there is no assurance that our most significant customers will continue to execute contacts
at rates consistent with, and commensurate to, the amount of business received from them historically, or at all. While our ten
most significant consulting, training and project services business customers have not terminated their arrangements with us in
the past, any decrease in the demand for our services from our customers, or a termination of our arrangements altogether, would
adversely impact our results of operations, financial condition and cash flow.

12. Portion of our revenue from our consulting, training and project services business is dependent on us winning competitive
bid through tender process. Bidding for a tender involves various management activities such as cost estimations and our
inability to accurately measure the cost may lead to loss of tender creating an adverse impact on our business, results of
operations, financial condition and cash flows.

The financial performance and growth of our consulting, training and project services business depends on our ability to qualify
for and win bids through tender process undertaken by the Government entities including PSUs for awarding contracts. The table
below sets forth our sales to Government entities including PSUs on consolidated basis which were secured through winning
bids for the nine months ended December 31, 2023 and financial years 2023, 2022 and 2021 including as a percentage of our
total sales of the critical power segment:
(Rs in lakhs)
For Period ending For Year ending March 31,
Particular December 31, 2023 2022-2023 2021-2022 2020-2021
Rs. % Rs. % Rs. % Rs. %
Sales to Government 3,248.74 36.26% 4,587.39 54.84% 3,323.04 30.20% 2,744.60 44.51%
entities (incl. PSUs)

23
 The Government/PSUs awards contracts on a competitive basis which have the potential to create pricing pressure which in turn
exerts pressure on our margins. We obtain a portion of our business through a competitive bidding process in which we compete
for contracts awards based on, among other things, pricing, service trials, reputation for quality, financing capabilities and track
record. Further, our inability to accurately measure the cost and design and develop the trial services may lead to loss of tender
creating an adverse impact on our business, results of operations, financial condition and cash flows. If we fail to accurately
estimate our service cost or if we are unable to upgrade our services as per the required specifications, we may lose contracts or
may be barred by the authorities to participate in the future bids. While there have been no instances in the past where we had
been barred by any authority to participate in the bids, there can be no assurance that in the future we would not be barred by
any authority to participate in bids. Our ability to win a successful bid also depends on offering our services at a lower price that
could adversely affect our profit margin. Reduced profit margin could have an adverse impact on our financial condition and
cash flows.

Further, the bidding and selection process is affected by a number of factors, including factors which may be beyond our control,
such as market conditions and external economic or political factors. In the past we have lost certain bids, or been awarded
partial tenders on account of competitors offering lower price. We cannot assure you that we would not lose any bids in future
as well. Further, any increase in competition during the bidding process or reduction in our competitive capabilities could have
a material adverse effect on our market share. There can be no assurance that our current or potential competitors will not offer
services and solutions comparable or superior to those that we offer at the same or lower prices, adapt more quickly to industry
challenges, or expand their operations at a faster pace than we do. Increased competition may result in price reductions, reduced
profit margins and loss of market share, thereby causing an adverse effect on our operations, prospects and financial condition.

13. There have been certain instances of delayed compliance with respect to certain regulatory filings of the Company in the
past. Consequently, we may be subject to regulatory actions and penalties, if any, for any such delayed compliance and our
business, financial condition and reputation may be adversely affected.

We are subject to various compliances and are required to file various forms/ reports with ROC under the Companies Act and
other statutory authorities from time to time under the applicable laws. In the past, there has been instances of delays in filing
statutory forms with the Registrar of Companies (RoC).

Although, the late filing fees levied are small but if we continue this practice, the accumulated amounts of each delay may
adversely affect our cash flows. It is important to note that as of now, no show cause notices have been issued against our
Company in relation to the aforementioned matters. However, in the event that the relevant authorities take cognizance of these
issues, actions may be initiated against our Company and its directors. Such actions could have implications on the financials of
our Company and our Directors.

Sr. Date of occurrence Particulars of inaccuracy Steps taken to rectify Fine/penalties imposed
No. of inaccuracy such inaccuracy
1. August 12, 2019 Delay in filing of Form AOC-4 XBRL for Form was filed with Additional fees of ₹200
FY 2018-19 additional fees
2. August 28, 2020 Delay in filing of Form MGT-14 for Form was filed with Additional fees of ₹1,200
Board Resolutions passed on July 20, additional fees
2020
3. April 03, 2021 Delay in filing of Form MGT-14 for Form was filed with Additional fees of ₹1,200
Board Resolutions passed on March 04, additional fees
2021
4. September 11, 2021 Delay in filing of Form AOC-4 XBRL for Form was filed with Additional fees of ₹100
FY 2020-21 additional fees
5. October 22, 2022 Delay in filing of Form AOC-4 XBRL for Form was filed with Additional fees of ₹100
FY 2021-22 additional fees

Although, the late filing fees levied are small but if we continue this practice, the accumulated amounts of each delay may
adversely affect our cash flows. It is important to note that as of now, no show cause notices have been issued against our
Company in relation to the aforementioned matters. However, in the event that the relevant authorities take cognizance of these
issues, actions may be initiated against our Company and its directors. Such actions could have implications on the financials of
our Company and our Directors.

Furthermore, as we expand our operations, there is no guarantee that issues in our internal controls and compliance will not arise.
We cannot assure that we will be able to effectively implement and consistently maintain adequate measures to rectify or mitigate
any such deficiencies in our internal controls, whether in a timely manner or at all.

24
14. Apart from owned premises, we also operate from premises which are on leave and licence basis. The leave and licence
agreements of few of the premises have expired and are under the process of renewal. In the event of termination or non-
renewal of the leases, our business may be affected.

We operate our business from owned as well as rented premises and enter into the leave and license agreement for rented
premises for fixed period and renew the same upon its expiry. The lease periods for few of our premises have expired and we
have initiated the process of renewing such agreements.

Our inability to renew the lease of the property may jeopardize our operations. There can be no assurance that we will, in the
future, be able to retain and renew the leases or licenses for the existing locations on same or similar terms, or will be able to
find alternate locations for our offices on similar terms favourable to us, or at all. Moreover, periodic renewals of short-term
leases may increase our costs as they are subject to rent renegotiations. If we are unable to continue to use our offices during the
period of the relevant lease or license, be able to extend such lease or license arrangements on their expiry on commercially
acceptable terms, or are unable to find suitable premises for relocation of existing facilities and offices, in time or at all, we may
suffer a disruption in our operations which could materially and adversely affect our business, financial condition, results of
operations and cash flows.

For further details, please refer to the section “Our Business- Our Immovable Properties" beginning on page 103 of this Draft
Letter of Offer.

15. Any failure in our quality of our services may adversely affect our business, reputation, results of operations and financial
condition.

In the event the quality of our services is not upto the standard, we might be compelled to provide the such services again without
any additional cost or reimburse the cost paid by our customers. Such quality lapses could strain our longstanding relationship
with our customers and our reputation and brand image may suffer, which in turn may adversely affect our business, results of
operations and financial condition. Our customers may lose faith in the quality of our services and could in turn refuse to further
obtain our services, which could have a severe impact on our revenue and business operations. We also face the risk of legal
proceedings and liability claims being brought against us by our customers for substandard services provided. We cannot assure
you that we will not experience any material liability losses in the future or that we will not incur significant costs to defend any
such claims.

16. Our Company is subject to certain obligations and reporting requirements as may be required under applicable regulations
framed by SEBI and may be subject to monetary penalty on account of delayed compliance.

Our Company is subject to certain obligations and reporting requirements as may be required under applicable regulations framed
by SEBI and may be subject to monetary penalty on account of delayed compliance. As a listed company, we are required to
comply with certain conditions for continuous listing under the SEBI (LODR) Regulations and other rules and regulations
imposed by SEBI, which require us to make certain periodic disclosures, including disclosures about any material events or
occurrences with respect to our Company, disclosure of our financial statements and disclosure of our updated shareholding
pattern. In past the following instance of delayed compliance with provisions of SEBI (LODR) Regulations;

Sr. Period Regulation of Particulars Non- Fine/penalties Steps taken to

No. the SEBI compliance/ imposed (in rectify such
Listing Delayed Rs.) inaccuracy
Regulations, compliance
2015
2022-2023
1. For FY 22- Regulation Delay in obtaining Delayed NIL -
23 17(1C) approval of Compliance
shareholders for
confirmation of
appointment of an
Additional Director
by the Board beyond
the period prescribed
in Regulation 17(1C).

25
 Our secretarial auditor has provided observation in its Secretarial Audit report for Fiscal 2023 relating to confirmation of Director
as tabulated above.

There has also been a delay in obtaining approval of shareholders for confirmation of re-appointment of an Independent Director
by the Board beyond the period prescribed in Regulation 17(1C).

There is no assurance that our secretarial auditors’ reports for any future fiscal periods will not contain any of such observations.

In past one year from the date of filing the Draft Letter of Offer, our Company has complied with all the filing and disclosure
requirement as required under the SEBI (LODR) Regulations and thus making the disclosure in this Draft Letter of Offer in
compliance with Part B of Schedule VI. Our Company shall endeavour to comply with all obligations/reporting requirements
under various regulations framed by SEBI and/or Stock Exchanges. Any failure to comply with such rules and regulations or
any wrong disclosure/ non filing to the NSE or any statutory authority could result in penalties being imposed on us, which may
adversely affect our business and operations.

17. We depend on our Directors, Key Managerial Personnel and Senior Management and our employees with technical
qualifications, and our inability to attract or retain such persons could adversely affect our business, results of operations
and financial condition

We are dependent on our Directors, Key Managerial Personnel and Senior Management, employees with technical qualifications
for the management of our operations at each verticals and strategic business decisions. We are led by Individual Directors, Key
Managerial Personnel and Senior Management, who are involved in strategic planning, operations, design and development. We
credit their experience and leadership for our growth and development and rely on our management team of qualified and
experienced professionals to identify avenues of growth and help us to implement our business strategies in an efficient manner
and to continue to build on our track record of successful service offerings. Our business is supported by an employee base of
216 as on the date of this Draft Letter of Offer, which includes 106 technically qualified employees. Additionally, we have 210
employees at our subsidiaries.

As we expect to continue to expand our operations and develop new services, we will need to continue to attract and retain
experienced management personnel. We could incur additional expenses and need to devote significant time and resources to
recruit and train replacement personnel, which could further disrupt our business and growth. Our ability to meet continued
success and future business challenges depends on our ability to attract, recruit and train experienced, talented and skilled
professionals and retain such professionals. The loss of the services of any key personnel or our inability to recruit or train a
sufficient number of experienced personnel or our inability to manage the attrition levels in different employee categories may
have an adverse effect on our financial results and business prospects. Further, if we are unable to offer qualified personnel
adequate compensation or sustain their employees' benefits plans, we may be unable to attract or retain our employees and the
competition for highly skilled personnel may require us to increase salaries and employee stock option expenses, which increased
costs we may be unable to pass on to our clients.

If any dispute arises between our senior executives and us, any non-competition, non-solicitation and non-disclosure provisions
in our employment agreements we have with our senior executives might not provide effective protection to us. We may be
subject to litigation or administrative actions resulting from claims against us by current or former employees individually or as
part of class actions, including claims of wrongful terminations, discrimination, misclassification or other violations of labor law
or other alleged conduct. From time to time, we may enter into settlement agreements with employees in relation to any such
potential litigation.

18. We have experienced negative cash flows in previous years / periods. Any operating losses or negative cash flow in the future
could adversely affect our results of operations and financial condition.

As per the Consolidated Financial Statement, we have experienced negative cash flows from operating, investing as well as
financing activities in the past, details of which are provided below:
(Rs.in Lakhs)
Particulars For September 30, For the fiscal year ended on
2023 2023 2022 2021
Net Cash flow generated from Operating activities 2,298.28 2,975.08 (229.13) 1,893.37
Net Cash flow Generated from Investing Activities (3,487.00) (3,380.88) (472.92) (634.74)
Net Cash flow Generated from Financing Activities 624.14 1,635.88 (370.24) (9.25)

26
 Any operating losses or negative cash flows could adversely affect our results of operations and financial conditions. If we are
not able to generate sufficient cash flows, it may adversely affect our business and financial operations.

19. In addition to the existing indebtedness our Company, may incur further indebtedness during the course of business.

As on December 31, 2023 the total fund based indebtedness of our Company is ₹ 12,753.16 Lakhs. In addition to the indebtedness
for the existing operations, our Company may incur further indebtedness during the course of the business. We cannot assure
you that our Company will be able to obtain further loans at favorable terms. Increased borrowings, if any, may adversely affect
our debt-equity ratio and our ability to borrow at competitive rates. In addition, we cannot assure you that the budgeting of our
working capital requirements for a particular year will be accurate. There may be situations where we may under-budget our
working capital requirements, which may lead to delays in arranging additional working capital requirements, loss of reputation,
levy of liquidated damages and can cause an adverse effect on our cash flows.

We have not defaulted in our loans. However, any failure to service the indebtedness of our Company or otherwise perform our
obligations under our financing agreements entered with our lenders or which may be entered into by our Company, could trigger
cross default provisions, penalties, acceleration of repayment of amounts due under such facilities which may cause an adverse
effect on our business, financial condition and results of operations. For details of our indebtedness, please refer to the section
titled ― “Financial Indebtedness” on page 127 of this Draft Offer of Letter.

20. We have contingent liabilities, and our profitability could be adversely affected if any of these contingent liabilities
crystallizes.

Except as set out below, there were no claims against our Company not acknowledged as debt as on December 31, 2023, and
March 31, 2023:
(in lakhs)
Particulars As on As on March 31,
December 2023
31,2023
Estimated amount of contracts remaining to be executed and not provided for in
these accounts (net of advance) in respect of purchase of:
a. Property, plant and equipment - -
b. Intangible assets - 1.1

Guarantees
a. Guarantees given to customers by bankers on behalf of the Company 293.52 965.34
b. Letter of Credit (LC) given by bankers on behalf of the Company
- Inland LC to Customers 28.87 -
- Import LC to Customers for imports of Solar Panels 388.38 -
Corporate Guarantee issued by the Company on behalf of
Krishna Windfarms Developers Private Limited for loan availed by them from a Bank. 4,200.00 4,200.00
MITCON Solar Alliance Limited for term loan availed by them from a Bank. 1,000.00 1,000.00
Shrikhande Consultants Limited for overdraft / non fund base limit availed by them 2,148.00 1,548.00
from a Bank.
MSPL Unit 1 Limited for loan availed by them from a Bank 800.00 800.00
MSPL Unit 2 Limited for loan availed by them from a Bank 540.00 0.00
MSPL Unit 3 Limited for loan availed by them from a Bank 1726.00 0.00

Financial Guarantee issued by the Company on behalf of Krishna Windfarms 145.19 145.19
Developers Private Limited to maintain Debt Service Reserve Account (DSRA) for
loan availed from a Bank

Arbitration petition in respect of money claim was pending before Arbitration Not Not Ascertainable
Tribunal. The company has made counter claims against the claimant before the said Ascertainable
Tribunal. Arbitration gave its award partial against the Company. The Company
preferred to challenge the same in District Court ,Pune, pending proceedings, the
liability (if any) is not ascertainable.

The Sale tax department, Pune, Government of Maharashtra has raised demand for - Nil
non-filing of Form No. 704 (VAT Audit report). The Company filed application under
Amnesty Scheme for waiver of penalty

27
 One of the subsidiary company has filed appeal with Appellate Tribunal for Electricity - -
(APTEL), New Delhi against the unfavourable order of Central Electricity Regulatory
Commission, New Delhi (CERC) for recovery of outstanding dues withheld by Solar
Energy Corporation of India Limited (SECI) against liquidated damages and
compensation for delay in fulfilment of conditions of Power Purchase agreement dated
03.08.2016. Company is confident about favourable decision from APTEL and the
recovery of said dues. Accordingly, the company has not made any provision for write
down in respect of these outstanding dues.

One of the subsidiary company has received capital grant of INR 481.00 Lakhs (31- 481 481
March-2022: ₹428.00 Lakhs) as Viability Gap Funding (VGF) (out of total receivable
of ₹535.00 Lakhs) from Solar Energy Corporation of India (SECI) for 10MW solar
power project. The said receipt of VGF grant is subject fulfilment of certain conditions
in future as per PPA signed with SECI. In the event Company is unable to fulfil the
terms and conditions in future, the grant received so far would became refundable.

The Income Tax Department has raised demand on one of the subsidiary company by 1,123.70 1,123.70
making addition to the income of the company in respect of FY 2016-17. Company
has filed appeal against the said demand with CIT Appeals Mumbai. Considering the
facts of the case, the company is confident of favourable decision from Appellate
Authority.

The Sale tax department, Ahmednagar, Government of Maharashtra has raised demand - -
on one of the subsidiary company for non-deduction of VAT TDS on purchase of
material for erection of solar power project for the year 2017-2018 since the purchase
was against applicable VAT and sale in transit (against E-1 E-2 Forms) hence TDS
was not applicable hence company has filed appeal with Deputy Commissioner of state
tax, Ahmednagar. Considering the facts of the case, the company is confident of
favourable decision from Appellate Authority.

Department of Goods and Service Tax, Govt of Maharashtra , issued GST demand for 45.40 -
financial year FY 2018-19

In the event any such contingent liabilities mentioned above were to materialise or if our contingent liabilities were to increase
in future, our business, financial condition and result of operations could be adversely affected. For further details, see
“Financial Statements” on pages 127 of this Draft Letter of Offer.

21. Employee misconduct, errors or fraud could expose us to business risks or losses that could adversely affect business
prospects, results of operations and financial condition.

Employee misconduct, errors or frauds could expose us to business risks or losses. Such employee misconduct may include
misappropriation of funds, hiding unauthorized activities, failure to observe our stringent operational standards and processes,
and improper use of confidential information. While we have not faced any such instances of material nature in the last three
financial years, it may not always be possible to detect or deter such misconduct, and the precautions we take to prevent and
detect such misconduct may not be effective. In addition, losses caused on account of employee misconduct or misappropriation
of petty cash expenses and advances may not be recoverable, which may result in write-off of such amounts.

22. We have entered into a number of related party transactions and may continue to enter into related party transactions, which
may involve conflicts of interest

We have entered into a number of related party transactions, within the meaning of Ind-AS-24, as applicable. While we believe
that all such transactions have been conducted on an arm’s length basis, in accordance with our related party transactions policy
and contain commercially reasonable terms, we cannot assure you that we could not have achieved more favourable terms had
such transactions been entered into with unrelated parties. It is likely that we may enter into related party transactions in the
future. Such transactions may give rise to potential conflicts of interest with respect to dealings between us and such related
parties. Additionally, there can be no assurance that any dispute that may arise between us and related parties will be resolved
in our favour. For further details of historical related party transactions, please refer to “Related Party Transactions”.

28
23. Our management will have broad discretion in how we apply the Net Proceeds, including interim use of the Net Proceeds,
and there is no assurance that the objects of the Issue will be achieved within the time frame expected or at all, or that the
deployment of the Net Proceeds in the manner intended by us will result in any increase in the value of your investment.

We intend to use Net Proceeds from the Issue towards (a) Investment in its Wholly Owned Subsidiary Company viz. MITCON
Sun Power Limited; (b) To finance the upgradation of Environment Laboratory; (c) Investment in its Joint Venture Company
viz. MITCON Nature Based Solutions Limited; (d) To invest in Front End Engineering Design Development (e) To finance the
acquisition of instruments for training; (f) To carry out the capital expenditure for refurbishment of office space; (g) Part-funding
the incremental working capital requirements; and (h) General corporate purposes. For details of the objects of the Issue, see
“Objects of the Issue” on page 46 of this Draft Letter of Offer.

Our management will have broad discretion to use the Net Proceeds, and investors will be relying on the judgment of our
management regarding the application of the Net Proceeds. Our Company may have to revise its management estimates from
time to time on account of various factors beyond its control, such as market conditions, competitive environment, costs of
commodities and interest or exchange rate fluctuations and consequently its requirements may change. Additionally, various
risks and uncertainties, including those set forth in this section may limit or delay our efforts to use the Net Proceeds to achieve
profitable growth in its business.

24. The deployment of funds is entirely at our discretion and as per the details mentioned in the chapter titled “Objects of the
Issue”.

As the Issue size is not more than ₹10,000 lakhs, under Regulation 82 of the SEBI ICDR Regulations it is not required that a
monitoring agency be appointed by our Company, for overseeing the deployment and utilization of funds raised through this
Issue. Therefore, the deployment of the funds towards the Objects of this Issue is entirely at the discretion of our Board of
Directors and is not subject to monitoring by external independent agency. Our Board of Directors along with the Audit
Committee will monitor the utilization of Issue proceeds and shall have the flexibility in applying the proceeds of this Issue.
However, the management of our Company shall not have the power to alter the objects of this Issue except with the approval
of the Shareholders of the Company given by way of a special resolution in a general meeting, in the manner specified in Section
27 of the Companies Act, 2013. Additionally, the dissenting shareholders being those shareholders who have not agreed to the
proposal to vary the objects of this Issue shall be them with an opportunity to exit at such price, and in such manner and conditions
as may be specified by the SEBI, in respect to the same.

25. We have not commissioned an industry report for the disclosures made in the chapter titled “Industry Overview” and made
disclosures on the basis of the data available on the internet and such data has not been independently verified by us.

We have neither commissioned an industry report, nor sought consent from the quoted website source for the disclosures which
need to be made in the chapter titled “Industry Overview” on page 71 of this Draft Letter of Offer. We have made disclosures
in the said chapter on the basis of the relevant industry related data available online for which relevant consents have not been
obtained. We have not independently verified such data. We cannot assure you that any assumptions made are correct or will
not change and, accordingly, our position in the market may differ from that presented in this Draft Letter of Offer. Further, the
industry data mentioned in this Draft Letter of Offer or sources from which the data has been collected are not recommendations
to invest in our Company. Accordingly, investors should read the industry related disclosure in this Draft Letter of Offer in this
context.

26. Our Company has not paid any dividends in the past two years and we may not be able to pay dividends in the future.

Our Company has not declared dividends for last two financial years and our Company may not be able to declare dividends in
the future. The declaration, payment and amount of any future dividends is subject to the discretion of the Board and
Shareholders, and will depend upon various factors, inter alia, our earnings, financial position, capital expenditures and
availability of profits, restrictive covenants in our financing arrangements and other prevailing regulatory conditions from time
to time. Any of these factors may thus restrict our ability to pay dividends in the future. If we are unable to pay dividends in the
future. realization of a gain on Shareholders’ investments will depend on the appreciation of the price of the Equity Shares. There
is no guarantee that our Equity Shares will appreciate in value.

27. This Draft Letter of Offer includes certain reviewed financial information, which has been subjected to limited review, in
relation to our Company. Reliance on such information should, accordingly, be limited

This Letter of Offer includes Unaudited/ Limited Review Consolidated September Financial Results for the nine-month period
ended December 31, 2023 in respect of which the Statutory Auditors have issued their review reports dated February 09, 2024.
Any financial results published in the future may not be consistent with past performance. Accordingly, prospective investors

29
 should rely on their independent examination of our financial position and results of operations and should not place undue
reliance on or base their investment decision solely on the financial information included in this Letter of Offer.

28. Our insurance coverage may not adequately protect us against losses (including damages), and successful claims against us
that exceed our insurance coverage could harm our results of operations and diminish our financial position

Our insurance policies, may not provide adequate coverage in certain circumstances and may be subject to certain deductibles,
exclusions and limits on coverage. In addition, there are various types of risks and losses for which we do not maintain insurance,
such as losses due to business interruption, losses in transit, natural disasters etc. because they are either uninsurable or because
insurance is not available to us on acceptable terms. A successful assertion of one or more large claims against us that exceeds
our available insurance coverage or results in changes in our insurance policies, including premium increases or the imposition
of a larger deductible or co-insurance requirement, could adversely affect our business, future financial performance and results
of operations.

ISSUE SPECIFIC RISK

29. Our Company will not distribute the Draft Letter of Offer and Application Form to certain overseas Shareholders who have
not provided an address in India for service of documents.

Our Company will dispatch this Draft Letter of Offer, the Abridged Letter of Offer, Rights Entitlement Letter and Application
Form (the "Offering Materials") to such Shareholders who have provided an address in India for the service of documents. The
Offering Materials will not be distributed to addresses outside India on account of restrictions that apply to the circulation of
such materials in various overseas jurisdictions. However, the Companies Act requires companies to serve documents at any
address, which may be provided by the members as well as through e-mail. Presently, there is a lack of clarity under the
Companies Act, 2013, and the rules thereunder, with respect to the distribution of Offering Materials to retail individual
shareholders in overseas jurisdictions where such distribution may be prohibited under applicable laws of such jurisdictions.

30. SEBI has recently, by way of circulars dated June 21, 2023, January 22, 2020, May 6, 2020, July 24, 2020, January 19, 2021
and April 22, 2021 and October 1, 2021 streamlined the process of rights issues. You should follow the instructions carefully,
as stated in such SEBI circulars and in this Draft Letter of Offer.

The concept of crediting Rights Entitlements into the demat accounts of the Eligible Equity Shareholders has recently been
introduced by the SEBI. Accordingly, the process for such Rights Entitlements has been recently devised by capital market
intermediaries. Eligible Equity Shareholders are encouraged to exercise caution, carefully follow the requirements as stated in
the SEBI circulars dated June 21, 2023, January 22, 2020, May 6,2020, July 24,2020, January 19,2021 and April 22, 2021,
October 1, 2021 and ensure completion of all necessary steps in relation to providing/updating their demat account details in a
timely manner. For details, please refer to "Terms of the Issue" beginning on page 244 of this Draft Letter of Offer.

In accordance with Regulation 77A of the SEBI ICDR Regulations read with the SEBI Rights Issue Circular, the credit of Rights
Entitlements and Allotment of Rights Equity Shares shall be made in dematerialized form only. Prior to the Issue Opening Date,
our Company shall credit the Rights Entitlements to (i) the demat accounts of the Eligible Equity Shareholders holding the
Equity Shares in dematerialised form; and (ii) a demat suspense escrow account opened by our Company, for the Eligible Equity
Shareholders which would comprise Rights Entitlements relating to (a) Equity Shares held in a demat suspense account pursuant
to Regulation 39 of the SEBI Listing Regulations; or (b) Equity Shares held in the account of IEPF authority; or (c) the demat
accounts of the Eligible Equity Shareholder which are frozen or details of which are unavailable with our Company or with the
Registrar on the Record Date; or (d) credit of the Rights Entitlements returned/reversed/failed; or (e) the ownership of the Equity
Shares currently under dispute, including any court proceedings.

31. The Rights Entitlement of Eligible Equity Shareholders holding Equity Shares in physical form ("Physical Shareholder")
may lapse in case they fail to furnish the details of their demat account to the Registrar.

In accordance with the SEBI Circular SEBI/HO/CFD/DIL2/CIR/P/2020/13 dated January 22, 2020, the credit of Rights
Entitlement and Allotment of Equity Shares shall be made in dematerialised form only. Accordingly, the Rights Entitlements of
the Physical Shareholders shall be credited in a suspense escrow de-mat account opened by our Company during the Issue Period.
The Physical Shareholders are requested to furnish the details of their de-mat account to the Registrar not later than two Working
Days prior to the Issue Closing Date to enable the credit of their Rights Entitlements in their demat accounts at least one day
before the Issue Closing Date. The Rights Entitlements of the Physical Shareholders who do not furnish the details of their demat
account to the Registrar not later than two Working Days prior to the Issue Closing Date, shall lapse. Further, pursuant to a press
release dated December 3, 2018 issued by the SEBI, with effect from April 1, 2019, a transfer of listed Equity Shares cannot be

30
 processed unless the Equity Shares are held in dematerialized form (except in case of transmission or transposition of Equity
Shares).

32. Failure to exercise or sell the Rights Entitlements will cause the Rights Entitlements to lapse without compensation and result
in a dilution of shareholding.

Rights Entitlements that are not exercised prior to the end of the Issue Closing Date will expire and become null and void, and
Eligible Equity Shareholders will not receive any consideration for them. The proportionate ownership and voting interest in our
Company of Eligible Equity Shareholders who fail (or are not able) to exercise their Rights Entitlements will be diluted. Even
if you elect to sell your unexercised Rights Entitlements, the consideration you receive for them may not be sufficient to fully
compensate you for the dilution of your percentage ownership of the equity share capital of our Company that may be caused as
a result of the Issue. Renouncees may not be able to apply in case of failure in completion of renunciation through off-market
transfer in such a manner that the Rights Entitlements are credited to the demat account of the Renouncees prior to the Issue
Closing Date. Further, in case, the Rights Entitlements do not get credited in time, in case of On-market Renunciation, such
Renouncee will not be able to apply in this Issue with respect to such Rights Entitlements. For details, please refer to "Terms of
the Issue" beginning on page 244 of this Draft Letter of Offer.

33. Any future issuance of Equity Shares, or convertible securities or other equity-linked securities by our Company may dilute
your shareholding and any sale of Equity Shares may adversely affect the trading price of the Equity Shares.

Any future issuance of the Equity Shares, convertible securities or securities linked to the Equity Shares by our Company may
dilute your shareholding in our Company; adversely affect the trading price of the Equity Shares and our ability to raise capital
through an issue of our securities. In addition, any perception by investors that such issuances or sales might occur could also
affect the trading price of the Equity Shares. We cannot assure you that we will not issue additional Equity Shares.

34. You may be subject to Indian taxes arising out of capital gains on the sale of the Equity Shares.

Under current Indian tax laws, unless specifically exempted, capital gains arising from the sale of equity shares of an Indian
company are generally taxable in India. Accordingly, you may be subject to payment of long-term capital gains tax in India, in
addition to payment of STT, on the sale of any Equity Shares held for more than 12 months. STT will be levied on and collected
by a domestic stock exchange on which the Equity Shares are sold. Further, any gain realized on the sale of listed equity shares
held for a period of 12 months or less will be subject to short-term capital gains tax in India. Capital gains arising from the sale
of the Equity Shares may be partially or completely exempt from taxation in India in cases where such exemption is provided
under a treaty between India and the country of which the seller is a resident. Generally, Indian tax treaties do not limit India’s
ability to impose tax on capital gains. As a result, residents of other countries may be liable for tax in India as well as in their
own jurisdiction on gains made upon the sale of the Equity Shares

35. You may not receive the Equity Shares that you subscribe in the Issue until fifteen days after the date on which this Issue
closes, which will subject you to market risk.

The Equity Shares that you subscribe in the Issue may not be credited to your demat account with the depository participants
until approximately 15 days from the Issue Closing Date. You can start trading such Equity Shares only after receipt of the listing
and trading approval in respect thereof. There can be no assurance that the Equity Shares allocated to you will be credited to
your demat account, or that trading in the Equity Shares will commence within the specified time period, subjecting you to
market risk for such period.

36. There is no guarantee that our Equity Shares will be listed in a timely manner or at all which may adversely affect the trading
price of our Equity Shares.

In accordance with Indian law and practice, final approval for listing and trading of the Equity Shares will not be granted by the
Stock Exchange until after those Equity Shares have been issued and allotted. Approval will require all relevant documents
authorizing the issuing of Equity Shares to be submitted. There could be a failure or delay in listing the Equity Shares on Stock
Exchange. Any failure or delay in obtaining the approval would restrict your ability to dispose of your Equity Shares. Further,
historical trading prices, therefore, may not be indicative of the prices at which the Equity Shares will trade in the future which
may adversely impact the ability of our shareholders to sell the Equity Shares or the price at which shareholders may be able to
sell their Equity Shares at that point of time.

31
37. Holders of Equity Shares could be restricted in their ability to exercise pre-emptive rights under Indian law and could thereby
suffer future dilution of their ownership position.

Under the Companies Act, any company incorporated in India must offer its holders of equity shares pre-emptive rights to
subscribe and pay for a proportionate number of shares to maintain their existing ownership percentages prior to the issuance of
any new equity shares, unless the pre-emptive rights have been waived by the adoption of a special resolution by holders of
three-fourths of the shares voted on such resolution, unless our Company has obtained government approval to issue without
such rights. However, if the law of the jurisdiction that you are in does not permit the exercise of such pre-emptive rights without
us filing an offering document or registration statement with the applicable authority in such jurisdiction, you will be unable to
exercise such pre-emptive rights unless we make such a filing. We may elect not to file a registration statement in relation to
pre-emptive rights otherwise available by Indian law to you. To the extent that you are unable to exercise pre-emptive rights
granted in respect of the Equity Shares, your proportional interests in us would be reduced.

38. Fluctuation in the exchange rate between the Indian Rupee and foreign currencies may adversely affect the value of our
Equity Shares, independent of our operating results.

On listing, our Equity Shares will be quoted in Indian Rupees on the Stock Exchange. Any dividends in respect of our Equity
Shares will also be paid in Indian Rupees and subsequently converted into the relevant foreign currency for repatriation, if
required. Any adverse movement in currency exchange rates during the time that it takes to undertake such conversion may
reduce the net dividend to foreign investors. In addition, any adverse movement in currency exchange rates during a delay in
repatriating outside India the proceeds from a sale of Equity Shares, for example, because of a delay in regulatory approvals that
may be required for the sale of Equity Shares may reduce the proceeds received by equity shareholders. For example, the
exchange rate between the Rupee and the U.S. dollar has fluctuated substantially in recent years and may continue to fluctuate
substantially in the future, which may adversely affect the trading price of our Equity Shares and returns on our Equity Shares,
independent of our operating results.

39. Rights of shareholders under Indian laws may be more limited than under the laws of other jurisdictions.

Indian legal principles related to corporate procedures, directors’ fiduciary duties and liabilities, and shareholders’ rights may
differ from those that would apply to a company in another jurisdiction. Shareholders’ rights including in relation to class actions,
under Indian law may not be as extensive as shareholders’ rights under the laws of other countries or jurisdictions. Investors
may have more difficulty in asserting their rights as shareholder in an Indian company than as shareholder of a corporation in
another jurisdiction.

40. Investment in Rights Shares is exposed to certain risks. From the Call Record Date for each Call prior to the final Call, the
trading of the Rights Equity Shares would be suspended for a period under applicable law. Further, the Rights Equity Shares
will not be traded with effect from the Call Record Date for the final call fixed for the determination of the Investors liable
to pay Call Monies, with terms and conditions such as the number of Calls and the timing and quantum of each Call as may
be decided by our Board from time to time. The holders of the Rights Equity Shares will not be able to trade in these securities
till they are credited to the holders’ account as fully paid-up. Further, until the subsistence of Rights Equity Shares issued by
way of this Issue, we may not be able to undertake certain forms of equity capital raising.

The Issue Price is ₹ [●] per Rights Equity Share. Investors will have to pay ₹ [●] per Rights Equity Share, which constitutes
[●]% of the Issue Price on Application and the balance Rs. [●] per Rights Equity Share, which constitutes [●]% of the Issue
Price, in additional Calls, with terms and conditions such as the number of Calls and the timing and quantum of each Call as
may be decided by our Board from time to time,. The Rights Equity Shares offered under this Issue will be listed under a separate
ISIN. An active market for trading may not develop for the Rights Equity Shares. This may affect the liquidity of the Rights
Equity Shares and restrict your ability to sell them. If our Company does not receive the Call Money as per the timelines
stipulated in the Call notice, unless extended by our Board, the defaulting Rights Equity Shareholders will be liable to pay
interest as may be fixed by our Board unless waived or our Company may forfeit the Application Money and any Call Money
received for previous Calls made, in accordance with the Companies Act, 2013 and our Articles of Association. For details, see
“Terms of the Issue” on page 244.

Rights Equity Shareholders are only entitled to dividend in proportion to the amount paid up and the voting rights (exercisable
on a poll) by investors shall also be proportional to such investor's share of the paid-up equity capital of our Company. If certain
investors do not pay the full amount, we may not be able to raise the amount proposed under this Issue. The ISIN representing
partly paid-up Rights Equity Shares will be terminated after the Call Record Date for the final Call. On payment of the final Call
in respect of the partly paid-up Rights Equity Shares, such partly paid-up Rights Equity Shares would be converted into fully
paid-up Rights Equity Shares and shall be listed and identified under the existing ISIN for our fully paid-up Equity Shares. Our
Company would fix a Call Record Date for the purpose of determining the list of allottees to whom the notice for the final Call
would be sent. From the Call Record Date for each Call prior to the final Call, the trading of the Rights Equity Shares would be

32
 suspended for a period under the applicable law. Further, with effect from the Call Record Date, trading in the partly paid-up
Rights Equity Shares for which final Call have been made, would be suspended prior to the Call Record Date, for such period
as may be applicable under the rules and regulations.

Furthermore, the holders of the partly paid-up Rights Equity Shares will not be able to trade in these shares until they are credited
to the holders’ account as fully paid-up Rights Equity Shares. Further, there is limited history of trading partly paid-up shares in
India and therefore, there could be less liquidity in the trading of partly paid-up shares, which may cause the price of the Equity
Shares to fall and may limit ability of Investors to sell the Equity Shares. There may also be a risk of the Rights Equity Shares
not forming part of the index. Further, until the subsistence of Rights Equity Shares, we cannot undertake further rights issues,
further public offers or bonus issues, since in terms of Regulations 62 and 104 of the SEBI ICDR Regulations, an issuer making
a rights issue or further public offer is required to ensure that all its existing partly paid-up equity shares have either been fully
paid-up or have been forfeited. Additionally, a bonus issue will not be permitted under law till the subsistence of partly paid-up
equity shares in terms of Regulation 293 of the SEBI ICDR Regulations.

EXTERNAL RISK FACTOR

41. Adverse geopolitical conditions such as increased tensions between India and its neighbouring countries, could adversely
affect our business, results of operations and financial condition.

Adverse geopolitical conditions such as increased tensions between India and its neighbouring countries, resulting in any military
conflict in the region could adversely affect our business and operations. Such events may lead to countries including the
Government of India imposing restrictions on the import or export of products or raw materials, among others, and affect our
ability to procure raw materials required for our manufacturing operations. We could also be affected by the introduction of or
increase in the levy of import tariffs in India, , or changes in trade agreements between countries. For instance, the Government
of India has imposed additional tariffs in the nature of countervailing duty and anti-dumping duty on a number of items imported
from China. Any such measure which affects our raw material supply or reciprocal duties imposed on Indian products by China
or other countries may adversely affect our results of operations and financial condition.

42. Political, economic or other factors that are beyond our control may have adversely affect our business and results of
operations.

The Indian economy is influenced by economic developments in other countries. These factors could depress economic activity
which could have an adverse effect on our business, financial condition and results of operations. Any financial disruption could
have an adverse effect on our business and future financial performance.

We are dependent on domestic, regional and global economic and market conditions. Our performance, growth and market price
of our Equity Shares are and will be dependent to a large extent on the health of the economy in which we operate. There have
been periods of slowdown in the economic growth of India. Demand for our services may be adversely affected by an economic
downturn in domestic, regional and global economies.

Economic growth is affected by various factors including domestic consumption and savings, balance of trade movements,
namely export demand and movements in key imports, global economic uncertainty and liquidity crisis, volatility in exchange
currency rates, and annual rainfall which affects agricultural production.

Consequently, any future slowdown in the Indian economy could harm our business, results of operations and financial condition.
Also, a change in the government or a change in the economic and deregulation policies could adversely affect economic
conditions prevalent in the areas in which we operate in general and our business in particular and high rates of inflation in India
could increase our costs without proportionately increasing our revenues, and as such decrease our operating margins.

43. A slowdown in economic growth in India could cause our business to suffer.

We are incorporated in India, and all of our assets and employees are located in India. As a result, we are highly dependent on
prevailing economic conditions in India and our results of operations are significantly affected by factors influencing the Indian
economy. A slowdown in the Indian economy could adversely affect our business, including our ability to grow our assets, the
quality of our assets, and our ability to implement our strategy.

Factors that may adversely affect the Indian economy, and hence our results of operations, may include:

• any increase in Indian interest rates or inflation;

• any scarcity of credit or other financing in India;

33
 • prevailing income conditions among Indian consumers and Indian corporations;
• changes in India’s tax, trade, fiscal or monetary policies;
• political instability, terrorism or military conflict in India or in countries in the region or globally, including in India’s
various neighboring countries;
• prevailing regional or global economic conditions; and
• other significant regulatory or economic developments in or affecting India

Any slowdown in the Indian economy or in the growth of the sectors we participate in or future volatility in global commodity
prices could adversely affect our borrowers and contractual counterparties. This in turn could adversely affect our business and
financial performance and the price of our Equity Shares.

44. Significant differences exist between Ind AS, Indian GAAP and other accounting principles, such as US GAAP and
International Financial Reporting Standards ("IFRS"), which investors may be more familiar with and consider material to
their assessment of our financial condition.

Summary statements of assets and liabilities as at March 31, 2023 and summary statements of profit and loss (including other
comprehensive income), cash flows and changes in equity for the Fiscals 2023 have been prepared in accordance with the Indian
Accounting Standards notified under Section 133 of the Companies Act, 2013, read with the Ind AS Rules and, the SEBI Circular
and the Prospectus Guidance Note.

We have not attempted to quantify the impact of US GAAP, IFRS or any other system of accounting principles on the financial
data included in this Draft Letter of Offer, nor do we provide a reconciliation of our financial statements to those of US GAAP,
IFRS or any other accounting principles. US GAAP and IFRS differ in significant respects from Ind AS and Indian GAAP.
Accordingly, the degree to which the Financial Information included in this Draft Letter of Offer will provide meaningful
information is entirely dependent on the reader’s level of familiarity with Ind AS, Indian GAAP and the SEBI ICDR Regulations.
Any reliance by persons not familiar with Indian accounting practices on the financial disclosures presented in this Draft Letter
of Offer should accordingly be limited.

45. Changing laws, rules and regulations and legal uncertainties, including adverse application of corporate and tax laws, may
adversely affect our business, prospects and results of operations.

The regulatory and policy environment in which we operate is evolving and subject to change. Such changes, including the
instances mentioned below, may adversely affect our business, results of operations and prospects, to the extent that we are
unable to suitably respond to and comply with any such changes in applicable law and policy.

The Government of India has issued a notification dated September 29, 2016 notifying Income Computation and Disclosure
Standards ("ICDS"), thereby creating a new framework for the computation of taxable income. The ICDS became applicable
from the assessment year for Fiscal 2018 and subsequent years. The adoption of ICDS is expected to significantly alter the way
companies compute their taxable income, as ICDS deviates from several concepts that are followed under general accounting
standards, including Indian GAAP and Ind AS. In addition, ICDS shall be applicable for the computation of income for tax
purposes but shall not be applicable for the computation of income for minimum alternate tax. There can be no assurance that
the adoption of ICDS will not adversely affect our business, results of operations and financial condition.

• the General Anti Avoidance Rules ("GAAR") have been made effective from April 1, 2017. The tax consequences of the
GAAR provisions being applied to an arrangement could result in denial of tax benefit amongst other consequences. In the
absence of any precedents on the subject, the application of these provisions is uncertain. If the GAAR provisions are made
applicable to our Company, it may have an adverse tax impact on us.

• a comprehensive national GST regime that combines taxes and levies by the Central and State Governments into a unified
rate structure, which came into effect from July 1, 2017. We cannot provide any assurance as to any aspect of the tax regime
following implementation of the GST. Any future increases or amendments may affect the overall tax efficiency of
companies operating in India and may result in significant additional taxes becoming payable. If, as a result of a particular tax
risk materializing, the tax costs associated with certain transactions are greater than anticipated, it could affect the profitability
of such transactions.

In addition, unfavorable changes in or interpretations of existing, or the promulgation of new laws, rules and regulations
including foreign investment laws governing our business, operations and group structure could result in us being deemed to be
in contravention of such laws or may require us to apply for additional approvals. We may incur increased costs and other
burdens relating to compliance with such new requirements, which may also require significant management time and other

34
 resources, and any failure to comply may adversely affect our business, results of operations and prospects. Uncertainty in the
applicability, interpretation or implementation of any amendment to, or change in, governing law, regulation or policy, including
by reason of an absence, or a limited body, of administrative or judicial precedent may be time consuming as well as costly for
us to resolve and may affect the viability of our current business or restrict our ability to grow our business in the future.

Any increase in taxes and levies, or the imposition of new taxes and levies in the future, could increase the cost of production
and operating expenses. Taxes and other levies imposed by the central or state governments in India that affect our industry
include customs duties, excise duties, sales tax, income tax and other taxes, duties or surcharges introduced on a permanent or
temporary basis from time to time. The central and state tax scheme in India is extensive and subject to change from time to
time. Any adverse changes in any of the taxes levied by the central or state governments may adversely affect our competitive
position and profitability.

46. Financial instability in both Indian and international financial markets could adversely affect our results of operations and
financial condition.

The Indian financial market and the Indian economy are influenced by economic and market conditions in other countries,
particularly in emerging market in Asian countries. Financial turmoil in Asia, Europe, the United States and elsewhere in the
world in recent years has affected the Indian economy. Although economic conditions are different in each country, investors’
reactions to developments in one country can have an adverse effect on the securities of companies in other countries. A loss in
investor confidence in the financial systems of other emerging markets may cause increased volatility in in the Indian economy
in general. Any global financial instability, including further deterioration of credit conditions in the U.S. market, could also
have a negative impact on the Indian economy. Financial disruptions may occur again and could harm our results of operations
and financial condition.

The Indian economy is also influenced by economic and market conditions in other countries. This includes, but is not limited
to, the conditions in the United States, Europe and certain economies in Asia. Financial turmoil in Asia and elsewhere in the
world in recent years has affected the Indian economy. Any worldwide financial instability may cause increased volatility in the
Indian financial markets and, directly or indirectly, adversely affect the Indian economy and financial sector and its business.

Although economic conditions vary across markets, loss of investor confidence in one emerging economy may cause increased
volatility across other economies, including India. Financial instability in other parts of the world could have a global influence
and thereby impact the Indian economy. Financial disruptions in the future could adversely affect our business, prospects,
financial condition and results of operations. The global credit and equity markets have experienced substantial dislocations,
liquidity disruptions and market corrections.

There are concerns that a tightening of monetary policy in emerging markets and some developed markets will lead to a
moderation in global growth. In response to such developments, legislators and financial regulators in the United States and
other jurisdictions, including India, have implemented a number of policy measures designed to add stability to the financial
markets. However, the overall long-term impact of these and other legislative and regulatory efforts on the global financial
markets is uncertain, and they may not have had the intended stabilizing effects. Any significant financial disruption in the future
could have an adverse effect on our cost of funding, loan portfolio, business, future financial performance and the trading price
of the Equity Shares.

47. Inflation in India could have an adverse effect on our profitability and if significant, on our financial condition.

Inflation rates in India have been volatile in recent years, and such volatility may continue in the future. India has experienced
high inflation in the recent past. Increased inflation can contribute to an increase in interest rates and increased costs to our
business, including increased costs of salaries, and other expenses relevant to our business.

High fluctuations in inflation rates may make it more difficult for us to accurately estimate or control our costs. Any increase in
inflation in India can increase our expenses, which we may not be able to pass on to our customers, whether entirely or in part,
and the same may adversely affect our business and financial condition. In particular, we might not be able to reduce our costs
or increase our rates to pass the increase in costs on to our customers. In such case, our business, results of operations, cash flows
and financial condition may be adversely affected.

Further, the GOI has previously initiated economic measures to combat high inflation rates, and it is unclear whether these
measures will remain in effect. There can be no assurance that Indian inflation levels will not worsen in the future.

35
48. Foreign investors are subject to foreign investment restrictions under Indian law that limits our ability to attract foreign
investors, which may adversely impact the market price of the Equity Shares.

As an Indian Company, we are subject to exchange controls that regulate borrowing in foreign currencies, including those
specified under FEMA. Such regulatory restrictions limit our financing sources and hence could constrain our ability to obtain
financing on competitive terms and refinance existing indebtedness. In addition, we cannot assure you that the required approvals
will be granted to us without onerous conditions, or at all. Limitations on foreign debt may adversely affect our business growth,
results of operations and financial condition.

Further, under the foreign exchange regulations currently in force in India, transfers of shares between non- residents and
residents are freely permitted (subject to certain exceptions) if they comply with the pricing guidelines and reporting
requirements specified by the RBI. If the transfer of shares, which are sought to be transferred, is not in compliance with such
pricing guidelines or reporting requirements or fall under any of the exceptions referred to above, then the prior approval of the
RBI will be required. Additionally, shareholders who seek to convert the Rupee proceeds from a sale of shares in India into
foreign currency and repatriate that foreign currency from India will require a no objection/ tax clearance certificate from the
income tax authority. There can be no assurance that any approval required from the RBI or any other government agency can
be obtained on any particular terms or at all.

49. Any downgrading of India’s debt rating by an independent agency may harm our ability to raise financing.

Any adverse revisions to India’s credit ratings international debt by international rating agencies may adversely affect our ability
to raise additional overseas financing and the interest rates and other commercial terms at which such additional financing is
available. This could have an adverse effect on our ability to fund our growth on favourable terms or at all, and consequently
adversely affect our business and financial performance and the price of our Equity Shares.

50. The occurrence of natural or man-made disasters could adversely affect our results of operations, cash flows and financial
condition. Hostilities, terrorist attacks, civil unrest and other acts of violence could adversely affect the financial markets and
our business.

The occurrence of natural disasters, including cyclones, storms, floods, earthquakes, tsunamis, tornadoes, fires, explosions,
pandemic disease and man-made disasters, including acts of terrorism and military actions, could adversely affect our results of
operations, cash flows or financial condition. In addition, any deterioration in international relations, especially between India
and its neighboring countries, may result in investor concern regarding regional stability which could adversely affect the price
of the Equity Shares.

Such incidents could also create a greater perception that investment in Indian companies involves a higher degree of risk and
could have an adverse effect on our business and the market price of the Equity Shares.

51. We are subject to regulatory, economic, social and political uncertainties and other factors beyond our control.

We are incorporated in India and we conduct our corporate affairs and our business in India. Consequently, our business,
operations, financial performance will be affected by interest rates, government policies, taxation, social and ethnic instability
and other political and economic developments affecting India.

Factors that may adversely affect the Indian economy, and hence our results of operations may include:

• any exchange rate fluctuations, the imposition of currency controls and restrictions on the right to convert or repatriate
currency or export assets;
• any scarcity of credit or other financing in India, resulting in an adverse effect on economic conditions in India and scarcity
of financing for our expansions;
• prevailing income conditions among Indian customers and Indian corporations;
• epidemic or any other public health in India or in countries in the region or globally, including in India’s various neighboring
countries;
• hostile or war like situations with the neighboring countries;
• macroeconomic factors and central bank regulation, including in relation to interest rates movements which may in turn
adversely impact our access to capital and increase our borrowing costs;
• decline in India's foreign exchange reserves which may affect liquidity in the Indian economy;
• downgrading of India’s sovereign debt rating by rating agencies; and
• difficulty in developing any necessary partnerships with local businesses on commercially acceptable terms and/or a timely
basis.

36
 • Any slowdown or perceived slowdown in the Indian economy, or in specific sectors of the Indian economy or certain regions
in India, could adversely affect our business, results of operations and financial condition and the price of the Equity Shares.

52. Financial instability in other countries may cause increased volatility in Indian financial markets.

The Indian market and the Indian economy are influenced by economic and market conditions in other countries, particularly
emerging market countries in Asia. Although economic conditions are different in each country, investors’ reactions to
developments in one country can have adverse effects on the securities of companies in other countries, including India. A loss
of investor confidence in the financial systems of other emerging markets may cause increased volatility in Indian financial
markets and, indirectly, in the Indian economy in general. Any worldwide financial instability could also have a negative impact
on the Indian economy. Financial disruptions may occur again and could harm our business, our future financial performance
and the prices of the Equity Shares.

The recent outbreak of Novel Coronavirus has significantly affected financial markets around the world. Any other global
economic developments or the perception that any of them could occur may continue to have an adverse effect on global
economic conditions and the stability of global financial markets, and may significantly reduce global market liquidity and
restrict the ability of key market participants to operate in certain financial markets. Any of these factors could depress economic
activity and restrict our access to capital, which could have an adverse effect on our business, financial condition and results of
operations and reduce the price of our Equity Shares. Any financial disruption could have an adverse effect on our business,
future financial performance, shareholders’ equity and the price of our Equity Shares.

37
 SECTION III – INTRODUCTION
THE ISSUE
This Issue has been authorised through a resolution passed by our Board at its meeting held on March 07, 2024 pursuant to Section
62(1)(a) of the Companies Act. The terms and conditions of the Issue including the Rights Entitlement, Issue Price, Record Date,
timing of the Issue and other related matters, have been approved by a resolution passed by the Board of Directors held on [●]. The
following is a summary of the Issue, and it should be read in conjunction with, and is qualified entirely by, the information set out
in the chapter titled "Terms of the Issue" beginning on page 244.

Particulars Details of Equity Shares

Rights Equity Shares proposed to Up to [●] Equity Shares partly paid-up
be issued
Rights Entitlement Up to [●] Equity Share for every [●] fully paid-up Equity Share(s) held on the
Record Date
Fractional Entitlement For Equity Shares being offered on a rights basis under the Issue, if the shareholding
of any of the Eligible Equity Shareholders is less than [●] Equity Shares or is not in
multiples of [●], the fractional entitlement of such Eligible Equity Shareholders
shall be ignored for computation of the Rights Entitlement. However, Eligible
Equity Shareholders whose fractional entitlements are being ignored earlier will be
given preference in the Allotment of one additional Equity Share each, if such
Eligible Equity Shareholders have applied for additional Equity Shares over and
above their Rights Entitlement, if any

Record Date [●]

Face Value per Equity Share ₹10
Issue Price per Rights Equity ₹[●] per Equity Share (including a premium of ₹[●] per Equity Share)
Shares On Application, Investors will have to pay ₹[●] per Rights Share, which constitutes
[●]% of the Issue Price and the balance ₹[●] per Rights Equity Share which
constitutes [●]% of the Issue Price, will have to be paid, one or more subsequent
Call(s) as determined by our Board at its sole discretion, from time to time.

Issue Size Up to [●] Equity Shares of face value of ₹10 each for cash at a price of ₹ [●]
(including a premium of ₹ [●]) per Rights Equity Share aggregating up to ₹ 3,500
Lakhs#
#Assuming full subscription and receipt of all Call Monies with respect to Rights Shares.

Voting Rights & Dividend Investors are entitled to dividend in proportion to the amount paid up and their voting
rights exercisable on a poll shall also be proportional to their respective share of the
paid-up equity capital of our Company. The Equity Shares issued pursuant to this
Issue upon being fully paid-up shall rank pari passu in all respects with the Equity
Shares of our Company.
Equity Shares issued, subscribed and 1,34,30,851 Equity Shares. For details, please refer to "Capital Structure"
paid up prior to the Issue beginning on page 44.

Equity Shares subscribed and paid-up [●]# Equity Shares of Rs. 10 each
after the Issue (assuming full
subscription for and allotment of the
Rights Entitlement) #Assuming full subscription, payment of call money and conversion of outstanding ESOPs.
Equity Shares outstanding after the [●]
Issue (assuming full subscription for and
Allotment of the Rights Entitlement)
Scrip Details ISIN: INE828O01033
NSE: MITCON
ISIN of Rights Equity Shares (Partly Paid-up): [●]
ISIN for Rights Entitlements [●]
Use of Issue Proceeds For details, please refer to "Objects of the Issue" beginning on page 46.
Terms of the Issue For details, please refer to "Terms of the Issue" beginning on page 244.

38
Terms of Payment Amount payable per rights equity share Face value Premium Total
(₹) (₹) (₹)
On Application(1) [●] [●] [●]
One or more subsequent Call(s) as [●] [●] [●]
determined by our Board at its sole
discretion, from time to time(2)
Total [●] [●] [●]
(1) Constitutes [●]% of the Issue Price.
(2) Constitutes [●]% of the Issue Price
For details, please refer to "Terms of the Issue" beginning on page 244.

39
 GENERAL INFORMATION
Our Company was incorporated as “Maharashtra Industrial and Technical Consultancy Organisation Limited” on April 16, 1982,
under the Companies Act, 1956 with the Registrar of Companies, Bombay, and we received our Certificate for Commencement of
Business on December 4, 1982. Subsequently, the name of our Company was changed to “MITCON Consultancy Services Limited”
on September 7, 2000 and thereafter to “MITCON Consultancy & Engineering Services Limited” and a fresh certificate of
incorporation consequent to the change of name was granted to our Company on October 15, 2010 by the Registrar of Companies,
Pune. The registered office of our Company is situated at Kubera Chambers, Shivaji Nagar, Pune - 411005, Maharashtra, India.

Registered Office of our Company

MITCON Consultancy & Engineering Services Limited

Registered Office:
Kubera Chambers, Shivajinagar, Pune - 411005, Maharashtra India.
Tel: 020 – 25534322 / 25533309
E-mail: cs@mitconindia.com
Website: www.mitconindia.comhttps://www.jaykayenterprises.com/
Corporate Identity Number: L74140PN1982PLC026933
Registration Number: 026933

Registrar of Companies, Pune

Our Company is registered with the RoC, Pune, which is situated at the following address:
CNTDA Green Building, BLOCK A, 1st & 2nd Floor, Near Akurdi Railway Station, Akurdi, Pune – 411044, Maharashtra

Tel: 020-27651375,020-27651378
E-mail: roc.pune@mca.gov.in

Company Secretary and Compliance Officer

Ms. Ankita Agarwal

Kubera Chambers, Shivajinagar, Pune 411005, Maharashtra, India.
Tel: 020 – 25534322 / 25533309
E-mail: cs@mitconindia.com

Lead Manager to the Issue

Srujan Alpha Capital Advisors LLP

Registered Address: 112A, 1st floor, Arun Bazar, S.V. Road, beside Bank of India, Malad (West), Mumbai - 400 064
Correspondence Address: 824 & 825, Corporate Avenue, Sonawala Rd, opposite Atlanta Centre, Sonawala Industry Estate
Goregaon, Mumbai – 400 064Tel: +91 022- 46030709
Contact Person: Jinesh Doshi
E-mail: mitcon.rightsissue@srujanalpha.com
Website: www.srujanalpha.com
SEBI Registration Number: INM000012829

Legal Advisor to the Issue

Vidhigya Associates, Advocates

501, 5th Floor, Jeevan Sahakar Building, Sir P M Road, Homji Street, Fort, Mumbai - 400 001
Tel: +91 84240 30160
Contact Person: Rahul Pandey
Email: rahul@vidhigyaassociates.com

40
Statutory Auditors of our Company

M/s J Singh & Associates

505/506/507, Hubtown Viva, Shankarwadi, Western Express Highway, Between Andheri & Jogeshwari (E), Mumbai 400060,
Maharashtra, India
Tel: +91 22 66994618 /66994619 / 28361081
E-mail: ca_jsingh@rediffmail.com, mumbai@cajsingh.com
Peer review certificate no.: 014676
Firm registration number: 110266W

Registrar to the Issue

Link Intime India Private Limited

C 101, 1st Floor, 247 Park, L.B.S.Marg, Vikhroli (West), Mumbai -400083, Maharashtra, India
Tel: +91 810 811 4949
Contact Person: Shanti Gopalakrishnan
Email: mitcon.rights2024@linkintime.co.in
Investor grievance email: mitcon.rights2024@linkintime.co.in
Website: www.linkintime.co.in
SEBI Registration Number: INR000004058

Banker to the Company

ICICI Bank Limited

1194/8, Romchandra Sabhamandap, Ghole Road, Shivaji Nagar, Pune - 411 005, Maharashtra, India
Tel: +91 99608 88663 /+91-20-66280765
Contact person: Pardhu Bharath Saladi
E-mail: pardhu.saladi@icicibank.com
Website: www.icicibank.com

Bank of Baroda
Regional Office (Pune City Region), Sharda Centre, Second Floor, 11/1, Khilare Path Erandawana, Pune- 411004, Maharashtra,
India
Tel: +91 020-25937201
Contact person: Mehul Dave
E-mail: m.pune@bankofbaroda.com
Website: www.bankofbaroda.com

Banker to the Issue / Escrow Collection Bank/ Refund Bank

[●]
[●]
[●]
Tel: [●]
Contact person: [●]
E-mail: [●]
Website: [●]
SEBI Registration Number: [●]

Designated Intermediaries

Self-Certified Syndicate Banks

The list of banks that have been notified by SEBI to act as SCSBs or the SBA Process is provided at the website of the SEBI
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes and updated from time to time. For details on
Designated Branches of SCSBs collecting the Application Forms, refer to the website of the SEBI
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes. On allotment, the amount will be unblocked and the

41
account will be debited only to the extent required to pay for the Rights Equity Shares Allotted.

Inter-se allocation of responsibilities

Since only one lead manager has been appointed for purposes of the Issue, there is no requirement of an inter-se allocation of
responsibilities. The Lead Manager will be responsible for all the responsibilities related to co-ordination and other activities in
relation to the Issue.

Credit Rating

This is an issue of Equity Shares; credit rating is, therefore, not required.

Debenture Trustees

This is an issue of Equity Shares; the appointment of Debenture trustees is, therefore, not required.

Monitoring Agency

The Net Proceeds of the Issue will be less than ₹10,000 Lakhs. The SEBI ICDR Regulations does not mandate appointment of a
monitoring agency for such issues. Our Company will, therefore, not appoint a monitoring agency.

Underwriting Agreement

Our Company may enter into an Underwriting Agreement with Underwriter(s) for underwriting the Rights Equity Shares. The
details of such Underwriting Agreement, if entered into, shall be included in the Letter of Offer to be filed with the Stock Exchange
pursuant to receipt of observations on this Draft Letter of Offer, if any. Our Company shall ensure and provided a declaration to the
effect that the Underwriter(s) appointed shall have sufficient resources to enable them to discharge their underwriting obligations in
full.

Investor Grievance

Investors may contact the Registrar to the Issue or our Company Secretary and Compliance Officer for any pre-Issue or post-Issue
related matter. All grievances relating to the ASBA process may be addressed to the Registrar to the Issue, with a copy to the SCSB,
giving full details such as name, address of the Applicant, contact number(s), e-mail address of the sole/ first holder, folio number
or demat account number, number of Rights Equity Shares applied for, amount blocked, ASBA Account number and the Designated
Branch of the SCSB where the Application Form, or the plain paper application, as the case may be, was submitted by the Investors
along with a photocopy of the acknowledgement slip. For details on the ASBA process, please see “Terms of the Issue- Making of
an Application through the ASBA process” on page 244.

Minimum Subscription

The minimum subscription criteria (of at least 90% of the Issue) as provided in regulation 86(1) of the SEBI ICDR Regulations is
applicable to this Issue. Pursuant to regulation 86(2) of the SEBI ICDR Regulations in case of non-receipt of minimum subscription,
all application monies received shall be refunded to the Applicants forthwith, but not later than four days from the closure of the
Rights Issue.

Appraising Entity

The objects of this Issue have not been appraised by any bank or any other independent financial institution or any other independent
agency.

Filing

SEBI vide the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Fourth Amendment)
Regulations, 2020 has amended Regulation 3(b) of the SEBI ICDR Regulations as per which the threshold for filing of Draft Letter
of Offer with SEBI for rights issues has been increased. The threshold of the rights issue size under Regulation 3 (b) of the SEBI
ICDR Regulations has been increased from ₹ 10,00,00,000.00/- (Rupees Ten Crores Only) to ₹ 50,00,00,000.00/- (Rupees Fifty
Crores Only). Since the size of this Issue falls below this threshold, the Draft Letter of Offer has been filed with NSE and not with
SEBI. However, the Letter of Offer will be submitted with SEBI for information and dissemination and will be filed with the Stock
Exchange.

42
Issue Schedule

Last Date for credit of Rights Entitlements [●]

Issue Opening Date [●]
Last date for On Market Renunciation of Rights Entitlements # [●]
Issue Closing Date* [●]
Finalization of Basis of Allotment (on or about) [●]
Date of Allotment (on or about) [●]
Date of credit (on or about) [●]
Date of listing (on or about) [●]
#
Eligible Equity Shareholders are requested to ensure that renunciation through off-market transfer is completed in such a manner that the Rights Entitlements are
credited to the demat account of the Renouncees on or prior to the Issue Closing Date.
*
Our Board, or a duly authorized committee thereof, will have the right to extend the Issue Period as it may determine from time to time but not exceeding 30 days
from the Issue Opening Date (inclusive of the Issue Opening Date). Further, no withdrawal of Application shall be permitted by any Applicant after the Issue Closing
Date.

The above schedule is indicative and does not constitute any obligation on our Company or the Lead Manager.

Please note that if Eligible Equity Shareholders holding Equity Shares in physical form as on the Record Date have not provided
details of their demat accounts to our Company or to the Registrar, they must provide their demat account details to our Company
or the Registrar no later than two Working Days prior to the Issue Closing Date, i.e., [●] to enable credit of the Rights Entitlements
to their respective demat accounts by transfer from the demat suspense escrow account, which will happen one day prior to the
Issue Closing Date, i.e., [●]. Such Eligible Equity Shareholders are also requested to ensure that their demat account, details of
which have been provided to our Company or the Registrar, is active to facilitate the aforementioned transfer. Eligible Equity
Shareholders holding Equity Shares in physical form can update the details of their demat accounts on the website of the Registrar
at www.linkintime.co.in Such Eligible Equity Shareholders can make an application only after the Rights Entitlements are credited
to their respective demat accounts.

Investors are advised to ensure that the Application Forms are submitted on or before the Issue Closing Date. Our Company or the
Registrar will not be liable for any loss on account of non-submission of Application Forms on or before the Issue Closing Date. It
is encouraged that the Application Forms are submitted well in advance before the Issue Closing Date. For details on submitting
Application Forms, please refer to "Terms of the Issue - Procedure for Application" beginning on page 244.

The details of the Rights Entitlements with respect to each Eligible Equity Shareholder may be accessed by such respective Eligible
Equity Shareholder on the website of the Registrar www.linkintime.co.in after keying in their respective details along with other
security control measures implemented thereat. For further details, please refer to "Terms of the Issue - Credit of Rights
Entitlements in demat accounts of Eligible Equity Shareholders" beginning on page 244.

Please note that if no Application is made by the Eligible Equity Shareholders of Rights Entitlements on or before the Issue Closing
Date, such Rights Entitlements shall lapse and shall be extinguished after the Issue Closing Date. No Equity Shares for such lapsed
Rights Entitlements will be credited, even if such Rights Entitlements were purchased from the market and the purchaser will lose
the premium paid to acquire the Rights Entitlements. Persons who receive credit of the Rights Entitlements must make an
Application to subscribe to the Equity Shares offered under the Rights Issue.

43
 CAPITAL STRUCTURE
The share capital of our Company, as at the date of this Draft Letter of Offer, and details of the Equity Shares proposed to be issued
in the Issue, and the issued, subscribed and paid-up share capital after the Issue, are set forth below:

(in ₹, except shares data)

Aggregate value at Face Aggregate value at Issue
Value Price
A AUTHORISED SHARE CAPITAL
2,50,00,000 Equity Shares of ₹10 each 25,00,00,000 -
B ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL BEFORE THE ISSUE
1,34,30,851 Equity Shares of ₹10 each 13,43,08,510 -
C PRESENT ISSUE IN TERMS OF THIS DRAFT LETTER OF OFFER(1)
Up to [●] Rights Equity Shares, at a premium of ₹ [●] per Rights [●] [●]
Equity Share, i.e., at an Issue Price of ₹ [●] per Rights Equity
Share(2)
D ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL AFTER THE ISSUE(3)
[●] Equity Shares of ₹ [●] each [●] [●]
E SUBSCRIBED AND PAID-UP EQUITY SHARE CAPITAL AFTER THE ISSUE
[●] Equity Shares of ₹10 each fully paid-up
[●] Equity Shares of ₹ [●] each partly paid-up(4)
F SECURITIES PREMIUM ACCOUNT
Before the Issue [●]
After all Calls made in respect of Rights Shares [●]*
(1)
The Issue has been authorised by our Board pursuant to a resolution dated March 07, 2024. The terms of the Issue, including the Record Date and Rights
Entitlement Ratio, have been approved by a resolution passed by our Board at their meeting held on [●].
(2)
On Application, Investors will have to pay ₹ [●]/- per Rights Equity Share which constitutes [●]% of the Issue Price and the balance ₹[●]/- per Rights Equity
Share which constitutes [●]% of the Issue Price, will have to be paid, on Calls, as determined by our Board at its sole discretion from time to time.
(3)
Assuming full subscription by the Eligible Equity Shareholders of the Rights Equity Shares. Please note that the Payment Schedule and the right to call up the
remaining paid-up capital in one or more subsequent Calls will be as determined from time to time, at its sole discretion, by our Board.
(4)
Assuming full payment of all Call Monies by holders of Rights Equity Shares and Assuming full conversion of outstanding ESOPs
*Subject to finalization of Basis of Allotment and Allotment of Rights Equity Shares.

Notes to the Capital Structure

1. Intention and extent of participation by our Promoters and Promoter Group in the Issue:

Our Company is a professionally managed company and does not have an identifiable promoter either in terms of the SEBI
ICDR Regulations or the Companies Act, 2013.

The minimum subscription criteria provided under regulation 86(1) of the SEBI ICDR Regulations shall apply. Therefore, in
accordance with Regulation 86 of the SEBI ICDR Regulations, if our Company does not receive the minimum subscription of
at least 90% of the Issue of the Equity Shares being offered under this Issue, on an aggregate basis, our Company shall refund
the entire subscription amount received within 4 (four) days from the Issue Closing Date. If there is a delay in making refunds
beyond such period as prescribed by applicable laws, our Company will pay interest for the delayed period at rates as prescribed
under the applicable laws.

2. The ex-rights price of the Equity Shares offered pursuant to this Issue and in compliance with the valuation formula set out in
Regulation 10(4)(b)(ii) of the Takeover Regulations is ₹[●] per Equity Share.

3. All Equity Shares are fully paid-up and there are no partly paid-up Equity Shares as on the date of this Draft Letter of Offer.
Further, the Rights Equity Shares allotted pursuant to the Rights Issue, shall be partly paid-up. For further details on the terms
of the Issue, please see “Terms of the Issue” on page 244.

4. Shareholding Pattern of our Company as per the last filing with the Stock Exchange, in compliance with the provisions
of the SEBI LODR Regulations:

(i) The shareholding pattern of our Company, as on December 31, 2023, may be accessed on the website of the NSE at
https://www.nseindia.com/companies-listing/corporate-filings-shareholding-pattern.

(ii) A statement as on December 31, 2023, showing holding of securities (including Equity Shares, warrants, convertible

44
 securities) of persons belonging to the category "Public", including equity shareholders holding more than 1% of the total
number of Equity Shares, as well as details of shares which remain unclaimed may be accessed on the website of the NSE
at https://www.nseindia.com/companies-listing/corporate-filings-shareholding-pattern.

5. Details of shares locked-in, pledged, encumbrance by Promoters and Promoter Group:

Our Company is a professionally managed company and does not have an identifiable promoter either in terms of the SEBI
ICDR Regulations or the Companies Act, 2013.

6. At any given time, there shall be only one denomination of the Equity Shares of our Company.

7. Details of specified securities acquired by our Promoters and Promoter Group in the last one year immediately preceding
the date of filing of the Draft Letter of Offer

Our Company is a professionally managed company and does not have an identifiable promoter either in terms of the SEBI
ICDR Regulations or the Companies Act, 2013.

8. Details of outstanding securities of our Company

As on date of this Draft Letter of Offer, there are no outstanding options or convertible securities, including any outstanding
warrants or rights to convert debentures, loans or other instruments convertible into our Equity Shares as on the date of this
Draft Letter of Offer except as mentioned below:

Employee Stock Option Scheme

Our Company Pursuant to a resolution dated September 22, 2021 passed by our Board of Directors and shareholders approval
through postal ballot dated October 31, 2021 approved the ‘Employee Stock Option Plan 2021’ (“ESOP 2021”) for the benefit
of such person(s) who are in permanent employment of our Company and our Subsidiary Company/ies working in India, and to
the Directors of our Company, whether whole-time or not, and our Subsidiary Company(ies) and to such other persons,
(hereinafter collectively referred to as “Eligible Employees”), other than Directors holding directly or indirectly more than 10%
of the outstanding Equity Shares of our Company for employees who qualify for issue of Options under the scheme and fulfils
the conditions as decided by the Nomination and Remuneration Committee (“NRC”) or who is nominated by the NRC at its
sole discretion.

The details of ESOP 2021 have been mentioned below as on April 15, 2024:

Total Number Options Options Options Options Options Total Options

of Options Granted Vested Exercised lapsed/expired forfeited outstanding
6,70,000 4,12,000 1,03,000 2600 1,11,000 Nil 3,01,000

45
 OBJECTS OF THE ISSUE
The Net Proceeds of the Issue are proposed to be utilized by our Company for the objects set out below (“Objects”);

1. Investment in its Wholly Owned Subsidiary Company viz. MITCON Sun Power Limited for Solar Park;
2. To finance the upgradation of Environment Laboratory;
3. Investment in its Joint Venture Company viz. MITCON Nature Based Solutions Limited;
4. To invest in Front End Engineering Design Development;
5. To finance the acquisition of instruments for training;
6. To carry out the capital expenditure for refurbishment of office space;
7. Part-funding the incremental working capital requirements and
8. General corporate purposes.

The main objects clause and objects incidental or ancillary to the main objects as set out in the Memorandum of Association enables
our Company to undertake its existing activities and the activities for which funds are being raised by our Company through the
Issue. Further, we confirm that the activities which we have been carrying out till date are in accordance with the object clause of
our Memorandum of Association.

Details of objects of the Issue

The details of the objects of the Issue are set forth in the following table:
(₹ In lakhs)
Particulars Estimated Amount
Gross Proceeds from the Issue*# Up to 3,500
Less: Issue Related Expense** [●]
Net Proceeds from the Issue [●]
*
Assuming full subscription in the Issue and receipt of all Call Monies with respect to the Rights Equity Shares. Subject to finalization of the Basis of Allotment and
to be adjusted per the Rights Entitlement ratio.
**
See “Estimated Issue Related Expenses” on page
#
If there is any reduction in the amount on account of or at the time of finalization of Issue Price and Rights Entitlements Ratio, the same will be adjusted against
General Corporate Purpose.

Requirement of Funds

The details of the Net Proceeds are set forth in the following table:
(₹ In lakhs)
Sr. Particulars Estimated Amount
No.
1. Investment in its Wholly Owned Subsidiary Company viz. MITCON Sun Power Limited; 591.00
2. To finance the upgradation of Environment Laboratory; 53.09
3. Investment in its Joint Venture Company viz. MITCON Nature Based Solutions Limited; 243.00
4. To invest in Front End Engineering Design Development; 149.91
5. To finance the acquisition of instruments for training; 21.60
6. To carry out the capital expenditure for refurbishment of office space; 130.87
7. Part-funding the incremental working capital requirements and 1,250.00
8. General corporate purposes* [●]
Net Proceeds from the Issue** [●]
*
Subject to the finalization of the Basis of Allotment and the Allotment. The amount is subject to adjustment upon finalization of Issue related expenses, however, in
no event, shall general corporate purposes exceed 25% of the Gross Proceeds.
**
Assuming full subscription in the Issue and subject to finalization of the Basis of Allotment and to be adjusted per the Rights Entitlement ratio. In the event the
Issue is subscribed more than 90% but less than 100%, the Company shall utilise the Net Proceeds on pro-rata basis up to the estimated amount mentioned above,
and use the remaining proceeds, if any, towards general corporate purposes, provided that the total amount utilised towards general corporate purposes shall not
exceed 25% of the Gross Proceeds.

Objects for utilisation of funds from call money on partly paid shares

Our Company may utilise the entire proceeds raised at Application and Call Monies towards stated objects as tabled below.

Further, the utilisation of Net Proceeds towards general corporate purposes will be from the Call Monies in the proportion decided
by our Board, at its discretion.

46
 (₹ in lakhs)
Sr. Particulars Total Amount Estimated Estimated
No. to be deployed Utilisation from Utilisation
from Net Application Through Call
Proceeds money@ money@
1. Investment in its Wholly Owned Subsidiary Company viz. 591.00 280.00 311.00
MITCON Sun Power Limited;
2. To finance the upgradation of Environment Laboratory; 53.09 25.00 28.09
3. Investment in its Joint Venture Company viz. MITCON Nature 243.00 150.00 93.00
Based Solutions Limited;
4. To invest in Front End Engineering Design Development; 149.91 65.00 84.91
5. To finance the acquisition of instruments for training; 21.60 21.60 0.00
6. To carry out the capital expenditure for refurbishment of office 130.87 100.00 30.87
space;
7. Part-funding the incremental working capital requirements; and 1250.00 110.00 1140.00
8. General corporate purposes* [●] [●] [●]
Total Net Proceeds from the Issue [●] [●] [●]
#Rounded off to two decimal places.
* The amount utilized for general corporate purposes shall not exceed 25% of the Gross Proceeds
@ As certified by M/s S L Bagadi & Co., Chartered Accountants pursuant to certificate dated April 18, 2024, bearing UDIN:24041009BKDAZD2689 w.r.t
Deployment Funds Certificate.

Means of Finance

The funding requirements, deployment of funds and the intended use of the Net Proceeds as described in the section titled “Objects
of the Issue” mentioned above are based on the current business plan, management estimates, prevailing market conditions and
other commercial and technical factors and have not been appraised by any bank, financial institution or any other external agency.
They are based on current circumstances of our business. The Company may have to revise its estimates from time to time on
account of various factors beyond its control, such as market conditions, competitive environment, receipt of all Call Monies with
respect to the Rights Equity Shares and interest or exchange rate fluctuations. Consequently, the funding requirements of our
Company and deployment schedules are subject to revision in the future at the discretion of the management. If additional funds are
required for the purposes as mentioned above, such requirement may be met through internal accruals, additional capital infusion,
debt arrangements or any combination of them, subject to compliance with applicable laws.

The Company proposes to meet the entire funding requirements for the proposed Object of the Issue from the Net Proceeds and
identifiable internal accruals, if required. Therefore, the Company is not required to make firm arrangements of finance through
verifiable means towards at least 75% of the stated means of finance, excluding the amount to be raised from the Issue.

Schedule of Implementation and Deployment of Funds

Our Company is raising [●] of the Issue Proceeds on Application with balance monies being raised in subsequent Calls as may be
decided by the Board from time to time. The following table provides for the proposed deployment of funds to be raised at
Application after deducting Issue related expenses:
(₹ In lakhs)
Sr. Particulars Amount to be Estimated Estimated
No. deployed from deployment of deployment of
Net Proceeds Net Proceeds Net Proceeds
for the FY for the FY
2024-25@ 2025-26@
1. Investment in its Wholly Owned Subsidiary Company viz. 591.00 280.00 311.00
MITCON Sun Power Limited;
2. To finance the upgradation of Environment Laboratory; 53.09 25.00 28.09
3. Investment in its Joint Venture Company viz. MITCON Nature 243.00 150.00 93.00
Based Solutions Limited;
4. To invest in Front End Engineering Design Development; 149.91 65.00 84.91
5. To finance the acquisition of instruments for training; 21.60 21.60 -

47
 6. To carry out the capital expenditure for refurbishment of office 130.87 100.00 30.87
space;
7. Part-funding the incremental working capital requirements and 1250.00 110.00 1140.00
8. General corporate purposes# [●] [●] [●]
Total Net Proceeds from the Issue [●] [●] [●]
#
Subject to the finalization of the Basis of Allotment and the Allotment. The amount utilised for general corporate purposes shall not exceed 25% of the Gross
Proceeds;
@ As certified by M/s S L Bagadi & Co., Chartered Accountants pursuant to certificate dated April 18, 2024, bearing UDIN:24041009BKDAZD2689.

The outstanding subscription money will be called within 12 months from the date of allotment in the Issue or within such extended
time period in accordance with Regulation 89 of the SEBI ICDR Regulations and as may be determined by the Board at its sole
discretion from time to time.

Our Company’s funding requirements and deployment schedules are subject to revision in the future at the discretion of our Board.
If additional funds are required for the purposes mentioned above, such requirement may be met through internal accruals, additional
capital infusion, debt arrangements or any combination of them. Further, in the event of any shortfall of funds for any of the activities
proposed to be financed out of the Net Proceeds, our Company may re-allocate the Net Proceeds to the activities where such shortfall
has arisen, subject to compliance with applicable laws. Our Company may also utilize any portion of the Net Proceeds, towards the
aforementioned objects of the Issue, ahead of the estimated schedule of deployment specified above. Further, in the event, the Net
Proceeds are not utilized (in full or in part) for the objects of the Issue during the period stated above due to any reason, including
(i) the timing of completion of the Issue; (ii) market conditions outside the control of our Company; and (iii) any other economic,
business and commercial considerations, the remaining Net Proceeds shall be utilized in subsequent periods as may be determined
by our Company, in accordance with applicable laws.

In the event that the estimated utilization of the Net Proceeds in a scheduled fiscal year is not completely met, the same shall be
utilised in the next fiscal year, as may be determined by our Company, in accordance with applicable laws. If the actual utilization
towards any of the Objects is lower than the proposed deployment such balance will be used for future growth opportunities
including funding other existing objects, if required and towards general corporate purposes to the extent that the total amount to be
utilised towards general corporate purposes will not exceed 25% of the Gross Proceeds in accordance with the SEBI ICDR
Regulations.

Details of the Objects of the Issue

1. Investment in wholly owned Subsidiary Company viz. MITCON Sun Power Limited

Brief about MITCON Sun Power Limited (MSPL)

MITCON Sun Power Limited (MSPL) was incorporated on April 24, 2018, with an object to carry on the business of generating,
transmitting, dealing, trading, and distributing energy from various sources including solar energy, wind energy, hydro power and
biomass and to otherwise deal in all types of renewable energy generation equipments, energy saving devices, solar energy products,
gadgets and components and to sell, trade or otherwise deal in energy, carbon credits and other energy and recyclable products
including energy storage and distribution of products and services.

One of the principal businesses of MSPL is dealing in solar energy along with EPC of Solar Power Plant along with investments in
companies which engaged into achieving Sustainable Development Goals. Presently, the Company is operating a Solar Park in the
State of Maharashtra in which the power is generated for group/captive use by commercial/industrial consumers through its 4
Subsidiary companies as per Open Access Policy of Government of India.

Details about form of Investment in MSPL

MSPL is a Wholly Owned Subsidiary of the Company. The Company intends to infuse funds of upto ₹ 591 Lakhs into MSPL. The
form of infusion of such amount allocated for this object shall be, by way of debt being Inter Corporate Unsecured Loan in
accordance with Inter Corporate Unsecured Loan Agreement dated April 10, 2024; brief terms of which are as follows;

Sr. No. Particulars

1. Name of the Lender MITCON Consultancy and Engineering Services Limited
2. Amount of Loan ₹ 591 Lakhs
3. Tenure 2 Years
4. Nature of Loan Inter-corporate Unsecured Loan
5. Rate of Interest 9.50 % p.a.

48
Note: The principle terms have been derived from the Inter-corporate Loan Agreement dated April 10, 2024 and the same is certified by the
Statutory Auditors, M/s J Singh & Associates, Chartered Accountants Pursuant to certificate dated April 18, 2024, bearing UDIN:
24041179BKFPUE7360.

An amount of ₹ 591/- Lakhs as above to be invested by our Company in MSPL shall be utilized by MSPL in following manner;

Sr. No. Particulars Amount to be Estimated Estimated

deployed from deployment of deployment of
Net Proceeds Net Proceeds Net Proceeds
for the FY for the FY
2024-25 2025-26
a. Part Equity infusion by MSPL in one or more Subsidiaries 461.00 150.00 311.00
for captive Power Project in Solar Park;
b. To subscribe 13,000 OCPS – B of ₹1,000/- of Planeteye 130.00 130.00 --
Farm-AI Limited;

a. Part Equity infusion by MSPL in one or more proposed Subsidiaries for captive Power Project in Solar Park

Solar Park – in brief

Solar Power Projects can be set up anywhere in the Country, however the solar power projects developed in scattered manner leads
to higher project cost per MW and higher transmission losses. Individual projects of smaller capacity incur significant expenses in
site development, drawing separate transmission lines to nearest substation, procuring water and in creation of other necessary
infrastructure. It also takes longer time for project developers to acquire land, get all types of clearances and permissions etc. which
ultimately delays the project. To overcome these challenges, the concept of “Solar Park” is introduced by State and Central
Governments.

A Solar Park is large chunk of land developed with common infrastructure facilities like transmission infrastructure, road, water,
drainage, communication network etc. with all statutory clearances. Thus, the solar power consumer/developer can set up solar
projects hassle-free.

The Solar Parks provide suitable developed land with all clearances, transmission system, water access, road connectivity,
communication network, etc. The scheme facilitates and speed up installation of grid connected solar power projects for electricity
generation on a large scale.

As per Government of India, Ministry of Power notification G.S.R. 379 (E) dated 8.6.2005, no power plant shall qualify as the
‘captive generating plant’ under Section 9 read with clause (8) of section 2 of the Electricity Act, 2003 unless

(1)
a) in case of a power plant -
(i) not less than twenty-six percent of the ownership is held by the captive user(s), and
(ii) not less than fifty-one percent of the aggregate electricity generated in such plant, determined on an annual basis, is consumed
for the captive use:

Provided that in case of power plant set up by registered cooperative society, the conditions mentioned under paragraphs at (i)
and (ii) above shall be satisfied collectively by the members of the co-operative society:

Provided further that in case of association of persons, the captive user(s) shall hold not less than twenty-six percent of the
ownership of the plant in aggregate and such captive user(s) shall consume not less than fifty one percent of the electricity
generated, determined on an annual basis, in proportion to their shares in ownership of the power plant within a variation not
exceeding ten percent;

(b) in case of a generating station owned by a company formed as special purpose vehicle for such generating station, a unit or units
of such generating station identified for captive use and not the entire generating station satisfy (s) the conditions contained in
paragraphs (i) and (ii) of sub-clause (a) above including-

Explanation :-
(1) The electricity required to be consumed by captive users shall be determined with reference to such generating unit or units
in aggregate identified for captive use and not with reference to generating station as a whole; and

49
 (2) the equity shares to be held by the captive user(s) in the generating station shall not be less than twenty- six per cent of the
proportionate of the equity of the company related to the generating unit or units identified as the captive generating plant.

Illustration: In a generating station with two units of 50 MW each namely Units A and B, one unit of 50 MW namely Unit
A may be identified as the Captive Generating Plant. The captive users shall hold not less than thirteen percent of the equity
shares in the company (being the twenty-six percent proportionate to Unit A of 50 MW) and not less than fifty one percent
of the electricity generated in Unit A determined on an annual basis is to be consumed by the captive users.

(2) It shall be the obligation of the captive users to ensure that the consumption by the Captive Users at the percentages mentioned
in sub-clauses (a) and (b) of sub-rule (1) above is maintained and in case the minimum percentage of captive use is not complied
with in any year, the entire electricity generated shall be treated as if it is a supply of electricity by a generating company

Solar Park are developed to achieve efficient delivery of solar power projects. Group Captive/Captive solar power plants, is a
structure where a Solar Project developer sets up a power plant for group/captive use by commercial/industrial consumers. The
policy for open access stipulates that Solar Project Developer should have maximum 74% and consumer to have minimum 26%
equity share capital in the project. In group captive/captive projects, consumer is exempted from paying Cross Subsidy Surcharge
(CSS) as per the Open Access Guidelines. Hence, separate SPV’s are formed with each of the Open Access Consumer wherein
Solar Project developer holds up to 74% and balance is held by the captive consumer.

Brief details of existing Solar Park in MITCON Sun Power Limited (MSPL)

MSPL had acquired Solar Park on March 16, 2021 by entering into Memorandum of Understanding (MOU) with Shree Swami
Samarth Solar Green Energy LLP. The capacity of the Solar Park owned by MSPL is approximately 10 MW and MSPL solicits
open access customers for their Solar Power requirements from its Solar Park.

Location of the Solar Park

Village : Kini
Taluka : Akalkot
Dist : Solapur
State : Maharashtra

LATITUDE LONGITUDE
17.67700 oN 76.26408 oE
17.67487 oN 76.26788 oE
* as per layout

Daily average Global Solar Irradiance: GHI- 5.36 kWh/m2/day & GTI- 5.64 kWh/m2/day

Substation Details: 33/11 kV MSEDCL Kini Substation Dist Solapur, Maharashtra

Other details;

▪ Spread in 40 Acres of plain land owned by the Company with fencing & security arrangements;
▪ Statutory approvals and requisite permission for 10 MW Solar Power i.e. Grid Connectivity & Charging permission is obtained;
▪ Availability of requisite transmission line, water storage & treated water pipeline facilities;
▪ Availability of requisite substation for evacuation of power;
▪ Availability of requisite storm water drainage facility around plant periphery;
▪ Availability of requisite telecom network and fire station;

Present capacity utilization from existing Solar Park

Presently, the Solar Park of MSPL has requisite approvals and permission upto 10 MW of Solar Power of which approximately
67.80% i.e. 6.78 MW of Solar Power is being generated and used by Captive User(s) under requisite SPV Model as per Notification
dated June 8, 2005 under Electricity Rules, 2005 of the Government of India and thus there is available load of 3.22 MW of Solar
Power installation which can be achieved by setting up a new Ground Mount Solar Power Plant upto 3.22 MW in the Solar Park.

Details of existing Solar Park Capacity utilisation

Name of SPV Capacity (MW AC) Captive User Ratio of shareholding in SPV Status
(SPV shareholding) (MSPL: Captive User)

50
 MSPL Unit 1 Limited 1.4 MW Captive User 1 74:26 Operational
MSPL Unit 2 Limited 1.0 MW Captive User 2 74:26 Operational
MSPL Unit 3 Limited 3.2 MW Captive User 3 74:26 Operational
MSPL Unit 4 Limited 1.18 MW Captive User 4 74:26 Operational

There is available load of 3.22 MW in the above Solar Park which MSPL is proposing to tie up with one or more captive user(s)
and the same to be developed in one or more SPV(s) as per Open Access Policy of the Government.

MSPL proposes to utilize an amount of ₹461 lakhs received as inter corporate unsecured loan in setting up a new Ground Mount Solar
Power Plant upto 3.22 MW in the said Solar Park as its own equity contribution [being 74% of 30% equity infusion] in one or more
SPV(s) as per the existing Open Access Policy of the Government. This will allow MSPL to fully utilize the capacity in the Solar
Park and cater the power requirements of its customers which would ultimately add to the revenue and profitability of MSPL.

Location of Solar Park : village Kini in the district of Solapur

The power project is proposed to be developed in house since MSPL has expertise in such set up.

Estimated cost of set up of Solar Power Plant

As per Open Access Policy, SPV shall be formed with 74% contribution from the Solar Project Developer and 26% contribution
from the Captive Power User.

The estimated cost for setting up of Power project in the above Solar Park for 3.22 MW shall be ₹2,076 Lakhs* shall be funded in
form of 70% debt [to be borrowed by SPV(s)] and 30% Equity infusion in separate SPV(s).

MSPL shall utilize ₹461 lakhs received the from Company as inter corporate unsecured loan towards its own equity contribution
[being 74% of 30% equity infusion] in one or more SPV(s).

* The above cost has been estimated based upon the 3 separate DPRs prepared by the Company and the same is including GST and TCS payable. The cost is
indicative in nature.

b. To subscribe 13,000 OCPS – B of ₹1,000/- of Planeteye Farm-AI Limited;

MSPL vide Supplementary Deed to Share Subscription and Shareholders’ Agreement dated March 21, 2024 had acquired 50%
equity and equity linked instruments of Planeteye Farm-AI Limited from MITCON Nature Based Solutions Limited and thereby
became the Joint Venture (JV) party of Planeteye Farm-AI Limited and acquired all rights and obligations from MITCON Nature
Based Solutions Limited under the Share Subscription and Shareholders’ Agreement dated September 20, 2023 entered into between
(i) Planteye Farm-AI Limited, (ii) MITCON Nature Based Solutions Limited (now transferred to MSPL) (iii) Tushar Daulatrao Patil
and (iv) Nirmala Daulatrao Patil.

Under the original Share Subscription and Shareholders’ Agreement dated September 20, 2023, MITCON Nature Based Solutions
Limited had agreed to infuse a sum of ₹ 200 lakhs [bifurcated into MITCON Closing Investment Amount of ₹ 50 lakhs by
subscription of 5,000 OCPS – B of ₹1,000/- each and MITCON Balance Amount of ₹150 lakhs by subscription of 15,000 OCPS –
B of ₹ 1,000/- each]. Of the agreed amount, MITCON Nature Based Solutions Limited on November 03, 2023 had invested ₹ 10
lakhs by subscription of 1,000 OCPS – B of ₹1,000/- each*.

MSPL while entering into Supplementary Deed to Share Subscription and Shareholders’ Agreement dated March 21, 2024 had
agreed to infuse balance amount of ₹190 lakhs by subscription of 19,000 OCPS – B of ₹1,000/- each in Planeteye Farm-AI Limited.

Planeteye Farm-AI Limited is committed to revolutionizing agriculture by seamlessly integrating artificial intelligence and satellite
monitoring technologies, our cutting-edge solutions empower farmers, agribusinesses, and stakeholders across the entire agricultural
value chain, fostering efficiency, sustainability, and increased yields. Explore our innovative products designed to address the
intricacies of modern agriculture.

Planeteye Farm-AI Limited stands to benefit from financial assistance from MSPL, while the joint venture partner contributes
expertise in AI Technology tailored for farming operations resulting into potential for financial returns while contributing to
sustainable agriculture and technological innovation.

Planeteye Farm-AI Limited vide its letter dated March 26, 2024 had requested MSPL to infuse a sum of ₹130 lakhs by subscribing
13,000 OCPS – B of ₹1,000/- each for expanding its business operations.

51
Based on the aforementioned requirement, MSPL had requested vide its letter dated April 01, 2024 to the Company being holding
company for infusion a sum of ₹130 lakhs for it to subscribe 13,000 OCPS – B of ₹1,000/- of Planeteye Farm-AI Limited.

MSPL shall utilise ₹130 lakhs by subscribing 13,000 OCPS – B of ₹1,000/- of Planeteye Farm-AI Limited in furtherance to
Supplementary Deed to Share Subscription and Shareholders’ Agreement dated March 21, 2024.

* As certified by the Statutory Auditors, M/s J Singh & Associates, Chartered Accountants Pursuant to certificate dated April 18, 2024, bearing
UDIN: 24041179BKFPUT8468.

2. To finance the upgradation of Environment Laboratory

Brief about the existing Environment Laboratory

Our Company has been providing environmental consulting and engineering services to our corporate clients through well equipped,
accredited, recognized in-house laboratory. It is one of the oldest Laboratory set up located in the city of Pune, Maharashtra and we
believe that it reflects our commitment to excellence in the design, implementation, and management of innovative solutions for our
corporate clients including private and public sector clients.

Our Company provides an extensive range of environment monitoring and analytical services for numerous industries through
experts and its well-equipped laboratory recognized by the Ministry of Environment & Forest and Climate Change (MoEF & CC),
Government of India. The laboratory is accredited by National Accreditation Board for Testing and Calibration Laboratory (NABL)
under ISO/IEC 17025:2017 and accredited by Occupational Health and Safety Management Systems (ISO 45001:2018)

Brief about the proposed Laboratory Upgradation

In addition to existing facility equipped with latest equipment for food and environmental testing, we propose to add certain
equipment and consumables which will allow us to add 96 new parameters of testing. To provide effective service to existing and
new clientele, our Company is proposing to procure additional equipments as well as consumables to upgrade the existing
environmental Laboratory.

Following are the different commodities and parameters that are proposed to be added for the purpose of upgradation;

Sr. No. Particulars

1. Water analysis (Chemical testing IS 10500:2012) with 6 Parameters
2. Waste Water (as per Maharashtra Pollution Control Board & Industries norms) with 6 parameters
3. Food nutritional labelling with 4 commodities (ready to eat food, carbonated beverages, Animal Feed, breakfast
food (20 Parameters, Chemical discipline)
4. Food with 2 commodities (Ready (10 parameters, Biological Discipline)
5. Food - in existing scope 8 additional parameters
6. Packaged Drinking Water:20 chemical parameters (as per IS 14543 standard)
7. Packaged Drinking Water with 12 Microbiological Parameters (As per IS 14543 standard)
8. Source emission:3 Parameters (Total Particulate Matter, SO2, NO2)
9. Cooling tower /Bath water: Biological Parameter Legionella
10. Milk Adulterants (10 Adulterants)

Existing Environmental Laboratory set up

Existing Environmental Laboratory is spread in 2,960 sq ft. carpet area located at Agriculture College Campus, Next to DIC Office,
Shivaji Nagar, Pune 411 005, Maharashtra. There are no further space requirements for upgradation and we believe that with
moderate modifications and availability of equipments and consumables within the existing facility, the intended upgradation shall
be achieved.

Approval/Recognition/accreditation require for expansion

The existing Environmental Laboratory is recognised by Central Pollution Control Board vide Gazette Notification being
LB/4/2021-INST-Lab-HO-CPCB-HO dated June 2, 2023 as ‘Environmental Laboratory’ to carry out the functions entrusted to the
Environmental Laboratories under the Environment (Protection) Act, 1986.

52
Further, National Accreditation Board for Testing and Calibration Laboratories (NABL) vide its certificate dated December 30,
2022 issued Certificate of Accreditation to our Company for few more parameters. Our Company shall apply to NABL for
Accreditation for remaining parameters in laboratory upgradation once the upgradation is completed.

Also, National Accreditation Board for Education and Training (NABET) vide its certificate dated January 10, 2024 issued
Certificate of Accreditation to our Company which was valid till February 05, 2024 and was further extended up to May 8, 2024.

Equipments

An indicative list of such equipments that we intend to purchase, along with details of the quotations we have received in this respect

Sr. Particulars Qty Name of Vendors and quote from the Vendor*
No. Envirotech Instruments Aero Vironment Nucleus Bioscience
Private Limited** Engineers Inc.** **
1. Stack Monitoring Kits 1 0.62 - -
2. Microdigestor 1 - - 20.82
3. Handy sampler 1 - 0.14 -
4. Autoclave 1 - - 0.62
5. Refractometer 1 - - 6.21
6. Polarimeter 1 - - 9.45
7. Noise Meter 1 1.25 - -
is set forth below, along with break-up of cost of each equipment and consumables are as under;

Consumables
(In Lakhs)
Sr. Particulars Name of Vendors and quote from the Vendor*
No. Microbee Life J.P. & Co. ** Vijay Pure Microbes**
Science LLP** chemicals**
1. Chemicals & Glasswares 5.45 - - -
2. Media & culture for microbiology - 1.09 0.29 0.53

The above quotations are on Purchase Order (PO) basis and we have not issued any PO for the above equipment and consumables
and the same shall be placed upon receipt of proceeds of Rights Issue.

* above is net amount exclusive of GST

**As verified and certified by M/s J Singh & Associates, Chartered Accountant being Statutory Auditors of the Company, by way of their certificate dated April 18,
2024 bearing UDIN: 24041179BKFPUG1625

Funds intended to be utilized as per following details

Of the above quote received, our Company intents to utilize the net proceeds as follows;

Sr. No. Particulars Qty Name of the Vendor Amount

Equipment’s
1. Stack Monitoring Kits 6 Envirotech Instruments Private Limited 3.72
2. Microdigestor 1 Nucleus Bioscience 20.82
3. Handy sampler 2 Aero Vironment Engineers Inc 0.28
4. Autoclave 1 Nucleus Bioscience 0.62
5. Refractometer 1 Nucleus Bioscience 6.21
6. Polarimeter 1 Nucleus Bioscience 9.45
7. Noise Meter 5 Envirotech Instruments Private Limited 6.25
Consumables
1. Chemicals & Glasswares -- Microbee Life Science LLP 5.45
2. Media & culture for -- Vijay chemicals 0.29
microbiology
TOTAL 53.09

Note: We have procured quotations from vendors and will be placing the orders with vendors based on the competitive cost and
proposed delivery schedule of the equipment and deployment schedule.

53
The quotations received from vendors in relation to the above-mentioned equipment are valid as on the date of this Draft Letter of
Offer. However, we have not entered into any definitive agreements with the vendors and there can be no assurance that the same
vendor(s) would be engaged to eventually supply the equipment and component or we will get the equipment at the same costs. The
quantity of equipment to be purchased is based on management estimates. We do not intend to purchase any second-hand
equipment.

3. Investment in its Joint Venture Company viz. MITCON Nature Based Solutions Limited

Brief about MITCON Nature Based Solutions Limited (MNBSL)

MITCON Nature Based Solution Limited (MNBSL) was incorporated on September 15, 2022. The main object of incorporating
the Company was to engage in the field of green chemistry, agro-forestry, agro-products and other allied forestry. Providing E2E
i.e. concept to commissioning sustainable, environmentally friendly solutions which will include pre-investment consulting services,
basic and detailed engineering, project management consultancy services, technical audits.

A commercial farming concept is being implemented to procure the produce of Mahogany under the commercial contract method
as recommended by the Department of Agronomy and Social Forestry. MNBSL is working on their mission to provide sustainable
income opportunities through agroforestry for farmers. MNBSL is implementing the commercial forestry concept of Mahogany
forestry in the agricultural sector this year to procure the produce of the trees on a contract basis.

Details about form of Investment

MNBSL was originally incorporated as wholly owned subsidiary of our Company. Subsequently, our Company vide Share
Subscription and Shareholders’ Agreement dated October 20, 2022 had entered into Joint Venture arrangement between our
Company i.e. MITCON Consultancy and Engineering Services Limited which is holding 50% of the shareholding in MNBSL along
with its nominee and (i) Mr, Bhagatsing Manohar Shelke, (ii) Sonali Bhagatsing Shelke and (iii) Ganesh Madhav Haral, collectively
holding 50% of the shareholding in MNBSL.

Our Company brings carbon credit evaluation expertise and JV Partners brings business expertise within the context of mahogany
plantation which involves leveraging the carbon sequestration potential of mahogany trees to generate carbon credits, which can
then be traded or sold on carbon markets as a way to mitigate climate change.

Our Company had agreed to infuse total of ₹1,000 lakhs in the MNBSL in Share Subscription and Shareholders’ Agreement dated
October 20, 2022, as a part of their commitment by subscribing 1,00,000 Series B, Optionally Convertible Preference Shares of
₹1,000/- each. Under the term of the Shareholders’ Agreement dated October 20, 2022, our Company on November 25, 2022
infused₹ 250 lakhs by subscribing 25,000 Series B, Optionally Convertible Preference Shares of ₹1,000/- each and balance ₹750
lakhs was to be infused within Six months from date of entering into Share Subscription and Shareholders’ Agreement by
subscribing 75,000 Series B, Optionally Convertible Preference Shares of ₹1,000/- each

Vide Deed of Amendment to Shareholders’ Agreement dated February 23, 2024, our Company had revised the schedule of
subscribing to balance 75,000 Series B, Optionally Convertible Preference Shares of ₹1,000/- each amounting to ₹750 lakhs.

The revised schedule of Amendment to Shareholders’ Agreement dated February 23, 2024 is reproduced as follows;

Sr. No. Milestone Amount*

1. Investment till December 31, 2023 (excluding ₹3,06,69,412
Rs.36,60,432/-investment done for use by Planeteye (Rupees Three Crore Six Lakhs Sixty Nine Thousand
Farm AI)* Four Hundred and Twelve only)
2. During financial year FY2024-25 linked to approved ₹1,43,30,588
Business Plan as Annexure I (Rupees One Crore Forty Three Lakhs Thirty
Thousand Five Hundred and Eighty Eight only)
3. On completion of 10,000 Acres Plantation ₹1,00,00,000
(Rupees One Crore only)
4. On completion of 20,000 Acres Plantation ₹1,00,00,000
(Rupees One Crore only)
5. On completion of 30,000 Acres Plantation ₹1,00,00,000
(Rupees One Crore only)

54
Our Company had further infused an amount of ₹ 307 lakhs until December 31, 2023 as per milestone Sr. No. 1 of the above table
(being part of Deed of Amendment to Shareholders’ Agreement dated February 23, 2024) by way of subscribing to 28,985 OCPS
of ₹ 1,000/- each amounting to ₹ 290 lakhs and a temporary advance amounting to ₹ 17 lakhs*.

*As certified by the Statutory Auditors, M/s J Singh & Associates, Chartered Accountants Pursuant to certificate dated April 18, 2024, bearing
UDIN: 24041179BKFPUH3251

As a part of Deed of Amendment to Shareholders’ Agreement dated February 23, 2024, our Company is required to infuse ₹ 143
lakhs and ₹100 lakhs during the Financial Year 2024-2025 under Sr. No. 2 and 3 of the above table (being part of Deed of
Amendment to Shareholders’ Agreement dated February 23, 2024) and MNBSL vide its letter dated March 04, 2024 had requested
the Company to infuse a sum of ₹ 243 lakhs therefore we intend to utilise ₹ 243.30 lakhs from the Net Issue for the towards our
above stated commitments.

4. To invest in Front End Engineering Design Development (FEEDD)

Our Company intends to invest in Front End Engineering Design Development (FEEDD) of Bio-char, Pilot Plant – Fermentation,
CO2 to Fuel Technology, Bio-ether and Sustainable Aviation Fuel Technology. Details of each of them are described below;

(a) Bio-Char plant and Pilot Plant – Fermentation

(i) Brief details

Bio-char

• Bio-char production is a technique through which carbon from certain biomasses is transformed into stable carbon that
can be captured in the soil
• Bio-char is a type of charcoal produced by heating organic material, such as wood chips, agricultural waste, or biomass,
in a low-oxygen environment through a process called pyrolysis. It is used primarily as a soil amendment to improve
soil fertility, water retention, and carbon sequestration. Bio-char plants can also be registered as carbon projects earning
carbon credits. Bio-char help reduce greenhouse gas emissions by locking carbon in the soil for hundreds to thousands
of years.
• Bio-char plants also qualify for carbon credit projects.
• Our Company expects rise in demand for Bio-char plants for Companies to achieve their SDG’s.

Pilot Plant – Fermentation

• One of the objectives of green chemistry is to be able to offer biological processes to produce mainstrem chemicals.
The identified organic acids are -

• Citric acid (CA)

• Succinic acid (SA)
• Lactic Acid (LA)

These shall use starch as the raw material and are perfect fit where the corn availability is between 2 to 10 TPD. (Ethanol
plants become un-viable for this capacity). LA can be used to produced poly-lactic acid (a bio-polymer)

Our Company intends to set up pilot plant to carry out trials of manufacturing of above chemicals and develop complete
FEEDD package for commercial scale plants and will enable to increase the total serviceable market for MITCON.

(ii) Benefits

Benefits of Bio-char Plant

• Currently, there are no organized and reliable Original Equipment Manufacturers (OEM) who supply bio-char plants
and their engineering in the Indian market.

• A bio-char demo plant installation and successful operation will make MITCON a preferred supplier of this
technology and a Project Management Consultant (PMC) contractor for prospective clients. This is because,
MITCON has working relations with prospective clients on ground level. It is a perfect complement to existing
business of carbon capture and farm based activities.

55
 Benefits of Pilot Plant – Fermentation

• Pilot plant will enable our Company to scale up and engineer commercial scale plants to produce organic acids. Pilot
trials will help to establish performance parameters for different processes.

• It will also enable to optimize operational parameters and fermentation medium for efficient production.

The above two technologies will also increase the serviceable market for our Company resulting into better business
prospects.

(iii) Equipments & milestones

Bio-char

Our Company plans to engineer a bio-char plant in-house. The capacity of this plant shall be to process 5 Tons of biomass
per shift. This plant shall be procured from local vendors and installed at a demo site.

The major milestones are:

a) Engineering
b) Installation
c) Commissioning

Pilot Plant – Fermentation

It is proposed to set-up a multipurpose fermentation pilot plant, which shall be capable to handle different processes like:

a) Citric acid
b) Succinic acid
c) Lactic acid

The different bio-catalyst and operating conditions required for above products shall be optimised in this pilot plant.

The Proof of Concepts (POC) to produce above organic acids and their commercial viabilities shall be established. This will
then become the basis of scale up to commercial scale technology.

The major milestones are:

a) Literature survey and research

b) Procurement of biological consortia
c) Procurement of equipment for pilot plants
d) Baseline establishment and scale up.

(b) CO2 to Fuel Technology, Bio-ether and Sustainable Aviation Fuel Technology

(i) Brief overview

CO2 to Fuel technology

Carbon Capture Utilization & Storage (CCUS) projects have started gaining importance since the COP26 held at Glasgow.
This is vital to control the global temperature rise. In COP28 held at Dubai, it was advocated to accelerate CCUS
deployment through new business models.

Current technology landscape talks about capture of carbon dioxide, compress it and store it under sea or in deserted oil
fields. But, there is a limit to that, and the world needs to find out effective sequestration methods. Pure CO2 can be
converted to different useful chemicals, methanol being one of them. Methanol has been produced successfully by a
thermo-chemical route. This has been reported in several research publications (e.g. Fan Zhand et al.in “Improved methanol
synthesis performance of Cu/ZnO/Al2O3 catalyst by controlling its precursor structure” available online at
www.sciencedirect.com in green energy and environment 7 (2022) 772 – 781)

56
 Bio-ether

Bio-ether is also called Bio-Diesel as this can be blended into diesel. Recently, Government has mandated blending of bio-
diesel to the extent of 5% in regular diesel.

Government of India through Ministry of Petroleum and Natural Gas notified revised policy on biofuels vide notification
dated June 4, 2018. According to notification, the methyl esters of plant based oils and animal fats can be used as a
replacement of Diesel fuel. A blend of 10% to 20% biodiesel (B10 – B20) is permitted to be used in diesel fired engines.
It is proposed to use non-edible oils, used cooking oils, animal fats, etc. into their bio-ethers.

It is proposed to use non-edible oils, used cooking oils, animal fats, etc. into their bio-ethers.

Sustainable Aviation fuel (SAF)

Sustainable Aviation fuel (SAF) has the greatest potential to reduce CO2 emissions from international aviation. There are
several policy guidelines published till now and are available in the public domain [https://www.icao.int/environmental-
protection/pages/SAF.aspx#:~:text=Sustainable%20aviation%20fuels%20(SAF)%20are,2%20emissions%20from%20Int
ernational%20Aviation; https://www.iata.org/contentassets/d13875e9ed784f75bac90f000760e998/saf-policy-2023.pdf;
https://www.itf-oecd.org/sustainable-aviation-fuels-policy-status]. Demand for SAF is on the rise, especially, with the new
norms of blending 1% SAF in regular aviation turbine fuel, this is likely to pick up in the future. Boeing has taken a target
to deliver commercial airplanes capable to fly 100% SAF by 2030
[https://www.boeing.com/content/dam/boeing/boeingdotcom/principles/esg/SAF-fact-sheet.pdf]. Similarly, Airbus is
increasing the use of SAF in its own operations, with a target of 15% SAF in our global fuel mix by the end of 2024 and at
least 30% by 2030 [https://www.airbus.com/en/sustainability/respecting-the-planet/decarbonisation/sustainable-aviation-
fuels].

There are 2 major routes to produce SAF;

a) Waste vegetable oil route (HEFA process).

b) From Methanol using Fisher tropes synthesis

Our Company intends to develop technologies for all the above and become a process licensor in this domain.

(ii) Benefits

• Licensable technology
• Increase in serviceable available market
• New business models will emerge like – BOO based operations in the future
• CO2 sequestration projects.

(iii) Equipments & milestones

All the above projects are technology development projects. Different milestones are as follows –

CO2 to Fuel technology

• Technology tie-up.
• Establish techno-economic feasibility
• Lab and Plant trials
• Data collection
• Basic engineering to create a technology package

Bio-ether

• Literature survey, conceptual design

• Setup demo plant for UCO
• Basic engineering package and costing for multi-feed large plants

57
 Sustainable Aviation fuel (SAF)

• Literature survey, conceptual design

• Survey of available lab-scale and pilot setup
• Experimentation and Data collection
• Develop basic designs and engineering
• Techno-economic viability
• Basic engineering package

Funds intended to be utilized as per following details

The funds intend to be utilized towards investment for Front End Engineering Design Development (FEEDD)investment in
FEEDD of BIO-CHAR plant and Pilot Plant – Fermentation as per following details;
(₹ in Lakhs)
Sr. No. Particulars Basis Amount*
1. BIO-CHAR plant Quotation from - Excellent En-Fab Incorporation 79. 41
2. Pilot Plant – Fermentation Quotation from - RD Industrial Solutions Pvt Ltd 20.00
3. CO2 to Fuel Quotation from - RD Industrial Solutions Pvt Ltd 10.50
4. Bio-ether Quotation from - Nachiket Enterprise 20.00
5. Sustainable Aviation fuel (SAF) Quotation from- Nachiket Enterprise 20.00
TOTAL 149.91
* amounts are excluding GST

The above quotation is verified and certified by M/s J Singh & Associates, Chartered Accountant being Statutory Auditors of the
Company, by way of their certificate dated April 18, 2024 bearing UDIN: 24041179BKFPUI1903

5. To finance the acquisition of instruments for training

Our Company conducts Solar Training Programs at multiple locations. These programs are designed to equip individuals from
diverse backgrounds with comprehensive knowledge, ranging from technical engineering to the preparation of techno-
commercial reports for residential, commercial, and industrial PV projects. The course extensively covers technical aspects
essential for evaluating and bidding on potential residential and commercial PV installations, including safety protocols, site
assessment, system design, performance analysis, pricing strategies, subsidy programs, and financial-benefit analysis. Moreover,
participants learn to compile bankable reports that effectively communicate project details and financial viability. By providing
in-depth training in these critical areas, we empower individuals to embark on successful careers or ventures in the PV solar
EPC industry.

Details of our existing centres are as follows:

Sr. No. Location of existing Training Centers* Availability of Solar Kits
1. Solar System & Training Kit – MITCON Agri 3
2. Solar Training Kit – Amravati 3
3. Solar Training Kit – Nagpur 1
4. Solar Training Kit – Wardha 1
5. Solar Training Kit – Nanded 1
6. Solar Training Kit – Yavotmal 1
7. Solar Training Kit – Sangli 2
8. Solar & Wind mill Lab – Sangli 1
9. Solar Training Kit – Karad 2
10. Solar & Wind mill Lab – Karad 2
11. Solar & Wind mill Lab – Pandharpur 1
12. Solar Training Kit – Shirur 1
13. Solar Training Kit – Jalgaon 1
14. Solar Training Kit – Bilaspur 1
15. Solar Training Kit – Ahmadnagar 1
16. Solar Lab-Baramati 1
17. Solar Lab-Nashik 1
18. Solar Training Kits – Dharwad 1
19. Solar Training Kits – Belgavi 1
20. Solar Training Kits –Lucknow 1
21. Solar Training Kits – Latur 1

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 22. Solar Training Kits – Indore 2
23. Solar Training Kits – Jablpur 1
24. Solar Training Kits – Agarmalwa 1
25. Solar Training Kits – Tadoba 1
26. Solar Training Kits – Rajnandgaon 1
* above locations includes owned and third party locations and our Company merely uses above locations for limited purpose of training only

A solar training course typically involves hands-on learning experiences with solar kits designed specifically for educational
purposes. These kits are tailored to provide practical training in solar energy system installation, operation, and maintenance. Here's
a brief overview of the components and features commonly found in solar kits used for training courses.

The Company intends to purchase five (5) Solar Kits for existing and / or new locations to provide skilled training in Solar Power
and such skilled manpower trained with our Solar PV Technology course can be invaluable assets in various aspects of our
Company's operations and expansion plans. Primarily, they can contribute significantly to the operation and installation of our
existing & upcoming planed Solar Parks. Their expertise ensures efficient management, maintenance, and troubleshooting of solar
energy systems, enhancing overall park performance and longevity.

The funds intend to be utilized as per following details;

(₹ in Lakh)
Sr. No. Particulars Basis Amount
1. Training Instruments Quotation received from - Array Electricals LLP (for 21.60*
[Solar Kit] 5 Kits)
*
excluding GST

Further, the break-up of cost of each Solar Kit are as under;

(₹ in Lakh)
Sr. No. Particulars Amount**
1. Solar Street Light with setup – Compact 0.82
2. Solar agri Pump setup (Submercible Pump) 0.70
3. Solar Water Heater Setup - 200 Lit 0.22
4. Solar PV Modules 1kw 335wp 0.26
5. Mounting stand for the panel complete with rollers and variable tilt angle 0.08
6. Offgrid – Invertor 0.12
7. Offgrid - Battery 100 amp tubular 0.32
8. Ongrid - Invertor (3 kw - single phase) 0.22
9. DC cable - 4 sqmm - 30 mtrs 0.02
10. PVC Cotton tape - 5 Nos Negligible
11. Earthing Kit (Including Rod, lightning arrester, Chemicle bags) 0.04
12. Solar Cooker (Box type + Parabolic) - 1 each 0.27
13. DC Lamp – 1 Negligible
14. DC FAN-1 Negligible
15. Load connection Board – 1 0.01
16. ACDB 1PH 0.07
17. DCDB 600V SPD 0.06
18. NET METER 5-30 0.04
19. GEN METER 5-30 Negligible
20. Digital Multimeter-5 0.12
21. MC4 Connectors 0.02
22. 2 in 1 Connectors 0.03
23. 3 in 1 Connectors 0.03
24. Combination Plier- 2 Nos Negligible
25. Nose Plier-2 Nos Negligible
26. Side Cutting Plier-2 Nos Negligible
27. Wire Stripper-2 Nos Negligible
28. Electrical Knife-2 Nos Negligible
29. Cable Cutter-2 Nos Negligible
30. Screw Driver -2 Set Negligible
31. Chisel-1 No Negligible
32. Safety Helmets 0.06

59
 33. Safety Belts 0.04
34. PVC Hand Gloves Negligible
35. Cotton Hand Gloves-10 Nos Negligible
36. Soldering Iron & Flux-2 Nos 0.01
37. Tong tester 0.02
38. Earth tester-2 Nos 0.02
39. Spanner Set- 2 Nos (10-11,12-13,14-15,16-17,18-19) 0.01
40. Allen key set Negligible
41. Apron 0.13
42. Lux Meter Negligible
43. Hydromoter 2 Nos 0.01
44. Angle Finder 2 Nos 0.08
45. Red, Yellow, Black, Blue wire (1.5 sq.mm) - 25 Mtr Each 0.03
46. Green wire (4 sq.mm) - 50 Mtr 0.03
47. Mono Crystaline Panels (75 Watt) 0.03
48. Poly Crystaline Panels (75 Watt) 0.02
49. 3 phase On Grid Inverter 0.02
50. 3 phase Generation Meter 0.08
51. 3 phase Net Meter 0.05
52. Hybrid Inverter 0.69
TOTAL 4.32
* above amounts are exclusive of GST
**Negligible indicates amounts below ₹ 1,000

The above quotation is verified and certified by M/s J Singh & Associates, Chartered Accountant being Statutory Auditors of the Company, by
way of their certificate dated April 18, 2024 bearing UDIN: 24041179BKFPUJ4425.

We have procured quotations from vendor and will be placing the orders with vendors based on the competitive cost and proposed
delivery schedule of the equipment and deployment schedule.

The quotations received from vendors in relation to the above-mentioned kits are valid as on the date of this Draft Letter of Offer.
However, we have not entered into any definitive agreements with the vendors and there can be no assurance that the same vendor(s)
would be engaged to eventually supply the equipment and component or we will get the equipment at the same costs. The quantity
of equipment to be purchased is based on management estimates. We do not intend to purchase any second-hand kits.

6. To carry out the Capital Expenditure for refurbishment of office space.

We intend to carry out the refurbishment of our existing Lab premises is located at 1st Floor, Agriculture College Campus, Shivaji
Nagar, Pune 411005 admeasuring 3941 Sq. ft (Carpet Area) demarcated by red line in the layout, which is taken on lease vide lease
deed dated September 18, 2008. Accordingly, we intend to utilize ₹ 130.87 Lakh from the Net Proceeds towards refurbishment of
the premises.
(₹ in Lakh)
Sr. No. Particulars Basis Amount
1. Interior Furnishing Quotation received from – Amico Outline Private 130.87*
work Limited
*excluding GST

Further, the break-up of the expenditure is set forth below:

(₹ in Lakh)
Sr. No. Particulars Amount to be funded from Net Proceeds
1. Interior Furnishing work 3.10
2. Civil work 21.09
3. Internal and External Pluming work 4.64
4. POP and Gypsum work 6.89
5. Painting and cleaning work 5.96
6. Carpentry work 10.75
7. Finishing work 1.64
8. Modular and Furniture work 26.67
9. Chair and other miscellaneous work 8.58
10. Electrical work 18.27

60
 11. Access control and biometric 1.61
12. CTV Surveillance system 3.02
13. PA System 1.27
14. Convention Fire alarm and sprinkler system 5.91
15. H.V.A.C. work 11.42
TOTAL 130.87

The above quotation is verified and certified by M/s J Singh & Associates, Chartered Accountant being Statutory Auditors of the Company, by
way of their certificate dated April 18, 2024 bearing UDIN: 24041179BKPUK9946

We have procured quotations from vendors and will be placing the orders with vendors based on the competitive cost and proposed
delivery schedule of the interior furnishing work.

The quotations received from vendors in relation to the above-mentioned interior furnishing work are valid as on the date of this
Draft Letter of Offer. However, we have not entered into any definitive agreements with the vendors and there can be no assurance
that the same vendor(s) would be engaged to eventually providing us interior furnishing work service or we will get the work done
at the same costs.

In the event that there is a shortfall of funds required for above objects, such shortfall shall be met out of the amounts allocated for
general corporate purposes and/or through internal accruals or borrowings from financial institutions.

7. Part-funding the incremental Working Capital Requirements

Our business is working capital intensive and we fund a majority of our working capital requirements in the ordinary course of
business from internal accruals and financing from various banks and financial institutions. As on March 31, 2024, our Company
had a total sanctioned limit of working capital facilities of 2200.00 lakhs, including fund based (₹ 600 Lakhs) and non-fund based
(₹1600 Lakhs) sub-limits, and has an aggregated outstanding borrowing of 545.45 Lakhs for our Company. We propose to utilise
up to ₹ 110 lakhs in FY 2024-25 and up to ₹1250 Lakhs in FY 2025-26 (total utilization of issue proceeds towards working
capital is ₹1250) from the Net Proceeds to fund the working capital requirements of our Company.

Basis of estimation of working capital requirement and estimated working capital requirements

a. Existing working capital

Set forth below are the existing working capital of our Company as on December 31, 2023, March 31, 2023 and March 31,
2022, as derived from our limited reviewed financial statement and audited standalone financial statements:

b. Future working capital

Our working capital requirement on a standalone basis for Financial Years 2022, 2023 and 31 Dec 2023 was ₹ 1,373.75
Lakhs, ₹ 576.53 Lakhs and ₹ 1,104.98 Lakhs respectively and for the same period our revenue from operations was ₹
7,696.58 Lakhs, ₹ 4,449.80 Lakhs, ₹ 4,976.72 Lakhs respectively. Estimated working capital requirement for FY 2024, FY
2025 and 2026 is ₹ 1,339.72, ₹ 1,668.37 Lakhs and ₹ 2,442.06 Lakhs respectively. Estimated revenue from operation for
respective period is ₹ 7,082.16 Lakhs, ₹ 8,482.41 Lakhs and ₹ 10,176.58 Lakhs respectively.

Basis of estimation of working capital requirement and Details of Projected Working Capital Requirements

The details of our Company’s working capital for the Fiscal 2022, Fiscal 2023 and as at December 31, 2023 and source of funding
of the same as tabled below. Further on the basis of the existing working capital requirements of the Company and the incremental
and proposed working capital requirements, the details of our Company’s expected working capital requirements, as approved by
the management for the Fiscal 2024, Fiscal 2025 and Fiscal 2026, funding of the same are as provided in the table below:

Particulars Fiscal 2022 Fiscal 2023 Period ended Fiscal 2024 (E) Fiscal 2025 (P) Fiscal 2026 (P)
31.12.2023
Amount Holdin Amount Holdin Amount Holdin Amount Holdin Amount Holdin Amount Holding
g g g g g Period
Period Period Period Period Period (No. of
(No. of (No. of (No. of (No. of (No. of days)
days) days) days) days) days)
I Current Assets
1 Inventories 245.04 - 26.73 - - - - - - 0 - 0
2 Financial Assets

61
 ii) Trade 2,010.46 95 1,648.17 135 1,447.13 79 2,107.94 109 2,500.10 108 3,125.1 112
Receivables 2

ii) Other 956.74 - 114.02 - 550.72 - 381.06 - 455.02 - 563.01 -

Financial Assets

Total Current 3,212.24 1,788.92 1,997.85 2,489.00 2,955.12 3,688.1

Assets (A) 4
II
Current
Liabilities
1 Financial
Liabilities
i) Trade Payables 1,418.19 98 616.02 145 211.70 24 492.15 48 554.42 43 565.48 36
2 Provisions 172.54 - 274.05 - 460.48 - 502.93 - 553.22 - 497.90 -
3 Other Current 247.76 - 322.32 - 220.69 - 154.20 - 179.11 - 182.69 -
Liabilities
Total Current 1,838.49 - 1,212.39 - 892.87 - 1,149.28 - 1,286.75 1,246.0 -
Liabilities (B) 8
III
Total Working 1,373.75 - 576.53 - 1,104.98 - 1,339.72 - 1,668.37 - 2,442.0 -
Capital Gap (A- 6
B)
IV
Funding
Pattern
1 Non-Current - - - - - - - - - - - -
Borrowings
2 Current - - - - - - - - - - - -
Maturities
3 Working Capital 115.04 - - - 164.71 - 545.45 - 700.00 - 350.00 -
Facilities from
Bank
4 Internal Accruals 1,258.7 - 576.53 - 940.27 794.27 - 858.37 - 842.06 -
/ Owned Funds 1
5 From Right Issue - - - - - - - - 110.00 - 1,250. -
Proceeds 00
Total 1,373.7 576.53 1,104.98 1,339.72 1,668.37 2,442.
5 06

Assumptions for Working Capital Requirements

Sr. No. Particulars Assumption

1. Receivables We had trade receivables of 95 days, 135 days and 79 days of total sales at the end of Fiscal
2022, Fiscal 2023 and 31st December 2023, respectively. We have assumed trade receivables
of 109 days, 108 days and 112 Days of total sales at the end of each Fiscal 2024, Fiscal 2025
and Fiscal 2026 respectively.
2. Inventory Inventory days are not given since company does not have inventory in hand for all fiscal
year. Inventory for fiscal year 2022 and 2023 is work in progress and work in progress does
not arise in each year.
3. Trade payables Trade payable days were 98 days, 145 days, and 24 days of total purchase for Fiscal 2022,
Fiscal 2023 and 31st December 2023, respectively. We have assumed trade payables to be 48
days, 43 days, and 36 days of total purchase in Fiscal 2024, Fiscal 2025 and 2026.
4. Working capital Cycle The working capital cycle of our Company was at -3 days, -9 days, and 55 days for Fiscal
2022, Fiscal 2023 and 31st December 2023 respectively. Our Company expects the working
capital cycle to be around 61 days, 64 Days and 76 days in Fiscal 2024, Fiscal 2025 and Fiscal
2026.

The total working capital requirement for F.Y. 2024-25 and 2025-26 as per the above working shall be ₹ 1,668.37 lakhs and ₹
2,442.06 respectively.

The Board of Directors have taken on record the working capital requirements as placed before the Board. As such, the Board of
Directors vide their Resolution dated April 18, 2024 earmarked ₹ 1,250 lakhs towards Working capital requirements from the
proceeds of the Rights Issue.

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* As certified by the M/s. S. L. Bagadi & Co., Chartered Accountants pursuant to certificate dated April 18, 2024, bearing UDIN:
24041009BKDAZC6895

8. General Corporate Purposes

Our Company intends to deploy the balance Gross Proceeds, aggregating to ₹ [●] lakhs towards general corporate purposes as
approved by our management from time to time, subject to such utilisation not exceeding 25% of the Gross proceeds in compliance
with the SEBI ICDR Regulations.

The general corporate purposes for which our Company proposes to utilise Net Proceeds may include, but are not restricted to, brand
building and other marketing expenses, salaries and wages, rent, administration expenses, electricity bills of manufacturing plants,
offices, upgradation of information technology infrastructure, insurance related expenses, payment of taxes and duties, repair,
maintenance, renovation and upgradation of our offices or branches, strategic initiatives, investment in joint ventures/ subsidiaries,
funding growth opportunities such as acquiring assets include furniture, fixtures and vehicles, leasehold improvements and
intangibles, and similar other expenses incurred in the ordinary course of our business or towards any exigencies.

The quantum of utilisation of funds towards each of the above purposes will be determined by our Board, based on the amount
actually available under this head and the business requirements of our Company, from time to time, subject to compliance with
applicable law.

In addition to the above, our Company may utilise the Net Proceeds towards other purposes considered expedient and as approved
periodically by our Board, subject to compliance with necessary provisions of the Companies Act. Our Company’s management
shall have flexibility in utilising surplus amounts, if any. Our management will have the discretion to revise our business plan from
time to time and consequently our funding requirement and deployment of funds may change. This may also include rescheduling
the proposed utilization of Net Proceeds. Our management, in accordance with the policies of our Board, will have flexibility in
utilizing the proceeds earmarked for general corporate purposes. In the event that we are unable to utilize the entire amount that we
have currently estimated for use out of Net Proceeds in a Fiscal, we will utilize such unutilized amount in the subsequent Fiscals.

Issue Related Expenses

(₹ in Lakhs)
Sr. Particulars Expenses* As a % of As a % of
No. total Gross
expenses* Issue size*
1. Fees of the Lead Manager, Bankers to the Issue, Registrar to the [●] [●] [●]
Issue, Legal Advisor, Auditor’s fees, including out of pocket
expenses etc.
2. Expenses relating to advertising, printing, distribution, [●] [●] [●]
marketing and stationery expenses
3. Regulatory fees, filing fees, listing fees and other [●] [●] [●]
Total estimated Issue expenses*# [●] [●] [●]
Note: Subject to finalisation of Basis of Allotment and actual Allotment. In case of any difference between the estimated Issue related expenses and actual expenses
incurred, the shortfall or excess shall be adjusted with the amount allocated towards general corporate purposes. All Issue related expenses will be paid out of the
Gross Proceeds from the Issue.
*
Our Statutory auditors have provided a certificate dated [●], 2024 confirming the amount of the Issue expenses incurred.
#Assuming full subscription, subject to receipt of Call Monies with respect to Rights Issue, finalization of Basis of Allotment and actual Allotment.

Interim use of Funds

Our Company, in accordance with the policies established by our Board from time to time, will have the flexibility to deploy the
Net Proceeds. Pending utilization for the purposes described above, our Company intends to temporarily deposit the funds in the
scheduled commercial banks included in the second schedule of Reserve Bank of India Act, 1934 as may be approved by our Board
of Directors.

In accordance with Section 27 of the Companies Act, 2013, our Company confirms that, pending utilization of the proceeds of the
Issue as described above, it shall not use the funds from the Net Issue Proceeds for any investment in equity and/ or real estate
products and/ or equity linked and/ or real estate linked products.

Appraisal by Appraising Agency

None of the objects have been appraised by any bank or financial institution or any other independent third-party organizations.

Bridge Financing Facilities

63
As on the date of this Draft Letter of Offer, we have not entered into any bridge financing arrangements which is subject to being
repaid from the Issue Proceeds.

Strategic or Financial Partners

There are no strategic or financial partners to the Objects of the Issue.

Monitoring of Utilization of Funds

Our Company is not required to appoint a monitoring agency for the purposes of this Issue. Our Board and Audit Committee shall
monitor the utilization of the Net Proceeds. Pursuant to Regulation 18(3) of the SEBI Listing Regulations, our Company shall on a
quarterly basis disclose to the Audit Committee the uses and application of the Net Proceeds. The Audit Committee shall make
recommendations to our Board for further action, if appropriate. Our Company shall, on an annual basis, prepare a statement of
funds utilised for purposes other than those stated in this Draft Letter of Offer and place it before our Audit Committee. Such
disclosure shall be made only until such time that all the Net Proceeds have been utilised in full. The statement shall be certified by
the Statutory Auditors of our Company.

Further, in accordance with Regulation 32 of the SEBI Listing Regulations, our Company shall furnish to the Stock Exchanges on
a quarterly basis, a statement indicating (i) deviations, if any, in the utilisation of the Net proceeds from the Objects, as stated above;
and (ii) details of category wise variations in the utilisation of the Net Proceeds from the Objects, as stated above. This information
will also be published in newspapers simultaneously with the interim or annual financial results of our Company, after placing such
information before our Audit Committee.

Key Industrial Regulations for the Objects of the Issue

No additional provisions of any acts, rules and other laws are or will be applicable to the Company for the proposed Objects of the
Issue.

Interest of Promoters, Promoter Group and Directors, as applicable to the project or objects of the issue

Our Company is a professionally managed company and does not have an identifiable promoter either in terms of the SEBI ICDR
Regulations or the Companies Act, 2013.

None of our directors have any interest in the objects of the Issue.

Other Confirmations

No part of the Net Proceeds will be paid by our Company as consideration to our directors, associates or key management personnel
or group companies. There are no material existing or anticipated transactions.

64
STATEMENT OF SPECIAL TAX BENEFITS

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 SECTION IV – ABOUT THE COMPANY
INDUSTRY OVERVIEW

The information in this section includes extracts from publicly available information, data and statistics and has been derived from
various government publications and industry sources. Neither we nor any other person connected with the Issue have verified this
information. The data may have been re-classified by us for the purposes of presentation. Industry sources and publications
generally state that the information contained therein has been obtained from sources generally believed to be reliable, but their
accuracy, completeness and underlying assumptions are not guaranteed and their reliability cannot be assured and, accordingly,
investment decisions should not be based on such information. You should read the entire Draft Letter of Offer, including the
information contained in the sections titled “Risk Factors” “Our Business” and “Financial Statements” and related notes
beginning on page 19, 103 and 127 respectively of this Draft Letter of Offer before deciding to invest in our Equity Shares.
Global Economy

i. Overview

Emerging market and developing economies are expected to experience stable growth through 2024 and 2025, with regional
differences. Advanced economies are expected to see growth decline slightly in 2024 before rising in 2025, with a recovery
in the euro area from low growth in 2023 and a moderation of growth in the United States.

Global growth, estimated at 3.1 percent in 2023, is projected to remain at 3.1 percent in 2024 before rising modestly to 3.2
percent in 2025. Compared with that in the October 2023 WEO, the forecast for 2024 is about 0.2 percentage point higher,
reflecting upgrades for China, the United States, and large emerging market and developing economies.

Inflation is falling faster than expected in most regions, in the midst of unwinding supply-side issues and restrictive monetary
policy. Global headline inflation is expected to fall to 5.8 percent in 2024 and to 4.4 percent in 2025, with the 2025 forecast
revised down.

(Source: World Economic Outlook, Jan 2024; IMF)

ii. Inflation Outlook: Steady Decline to Target

Global headline inflation is expected to fall from an estimated 6.8 percent in 2023 (annual average) to 5.8 percent in 2024
and 4.4 percent in 2025. The global forecast is unrevised for 2024 compared with October 2023 projections and revised down
by 0.2 percentage point for 2025.

Advanced economies are expected to see faster disinflation, with inflation falling by 2.0 percentage points in 2024 to 2.6
percent, than are emerging market and developing economies, where inflation is projected to decline by just 0.3 percentage
point to 8.1 percent.

The forecast is revised down for both 2024 and 2025 for advanced economies, while it is revised up for 2024 for emerging
market and developing economies, mainly on account of Argentina where the realignment of relative prices and elimination
of legacy price controls, past currency depreciation, and the related pass-through into prices is expected to increase inflation
in the near term.

Overall, about 80 percent of the world’s economies are expected to see lower annual average headline and core inflation in
2024. Among economies with an inflation target, headline inflation is projected to be 0.6 percentage point above target for
the median economy by the fourth quarter of 2024, down from an estimated gap of 1.7 percentage points at the end of 2023.
Most of these economies are expected to reach their targets (or target range midpoints) by 2025.

(Source: World Economic Outlook, Jan 2024; IMF)

Overview of the World Economic Outlook Projections

Year-over-Year
2022 2023 Projections
(Estimate) 2024 2025
World Output 3.5 3.1 3.1 3.2
Advanced Economies 2.6 1.6 1.5 1.8
United States 1.9 2.5 2.1 1.7
Euro Area 3.4 0.5 0.9 1.7

71
 Germany 1.8 –0.3 0.5 1.6
France 2.5 0.8 1.0 1.7
Italy 3.7 0.7 0.7 1.1
Spain 5.8 2.4 1.5 2.1
Japan 1.0 1.9 0.9 0.8
United Kingdom 4.3 0.5 0.6 1.6
Canada 3.8 1.1 1.4 2.3
Other Advanced Economies 3/ 2.7 1.7 2.1 2.5
Emerging Market and Developing
4.1 4.1 4.1 4.2
Economies
Emerging and Developing Asia 4.5 5.4 5.2 4.8
China 3.0 5.2 4.6 4.1
India 4/ 7.2 6.7 6.5 6.5
Emerging and Developing Europe 1.2 2.7 2.8 2.5
Russia –1.2 3.0 2.6 1.1

Indian Economy

The Reserve Bank of India (RBI) expects India’s real GDP to grow by 7 per cent in 2024-25. The GDP growth is pegged at
7.2 per cent in the June 2024 quarter, and is expected to moderate to 6.8 per cent in the September 2024 quarter. The RBI
projects a pickup in GDP growth in the December 2024 quarter, to 7 per cent. In the March 2025 quarter, India’s GDP is
expected to grow by 6.9 per cent.

According to the RBI, the GDP growth in 2024-25 is expected to be supported by a recovery in rabi sowing, sustained
profitability in manufacturing and underlying resilience of services. On the demand side, household consumption is expected
to improve. Prospects of fixed investment is anticipated to be bright owing to an upturn in private capex cycle, improved
business sentiments, healthy balance sheets of banks and corporates, as well as the government’s thrust on capex.

(Source: https://www.cmie.com/kommon/bin/sr.php?kall=warticle&dt=20240208114342&msec=276)

CONSULTANCY INDUSTRY

Consultancy industry cover a very broad gamut of services which range from being financial, technical to management consultancy
and thus can be categorized on basis of various factors such as services provided, sectors catered to, management approaches etc.
Consultancy can be broadly divided into two major categories:

a. Management Consultancy

Management consulting encompasses the provision of counsel and support concerning an organization's structure, operations,
strategy, and management as it strives to achieve its overarching goals and objectives. Such support may consist of the
provision of an additional resource, the identification of viable options accompanied by recommendations, or the execution of
proposed solutions.

Effective management consulting has following roles:

• Responding to a client's request for information

• Providing solutions to specific problems
• Giving an in-depth, accurate diagnosis
• Presenting a program of recommended corrective actions
• Implementing changes; building consensus and commitment
• Facilitating client learning
• Enhancing organizational effectiveness

b. Engineering Consultancy

Engineering consultancy majorly involves project related technical assistance to organizations for existing or upcoming
projects. These services range from project evaluation and feasibility study, design engineering to project management up to
commissioning.

72
Engineering consultancy services professionals provide services from concept to commissioning and even thereafter for
operation and maintenance of the asset that is built. It is a service which can be availed for the complete life cycle of the built
asset. The professional services thus inter alia involve pre-feasibility studies, feasibility studies, basic studies, detailed
engineering, project management, procurement assistance, construction monitoring/ supervision, inspection & expediting,
testing and commissioning and where called for, operation and maintenance for all types of project to diverse nature of clients
– governments, lenders, private companies/ owners, industries, developers or contracting companies.

The engineering services market size in India was valued at USD 65.3 billion in 2023. It is expected to reach USD 88.77 billion
by 2028, growing at a CAGR of 6.35% during the forecast period (2023-2028). The market is growing in the country due to
the digital transformation and the growth of industries such as chemicals, petrochemicals, and pharmaceuticals.

Source: https://www.mordorintelligence.com/industry-reports/engineering-services-market

Range of service provided by Engineering consultancy companies

Survey & Geotechnical Investigation Studies

Feasibility Studies
Pre-Projected Stage Master Plans
Technical Evaluation Studies
Due Diligence Studies
Concept and basic Studies
Techno Economic Feasibility
System Studies
Project Costing
Advisory Services
Business Plans
Detailed Project report
Training/ Knowledge Transfer
Management Services
Technical Assistance
Renovation & Modernization (R&M) Studies
Operation & Management (O&M) Studies
Due Diligence Studies
Detailed Designed & Engineering
Tender Specification and Tender Documents
Procurement Assistance
Project Stage Inspection and Expediting
Construction Monitoring / Supervision
Testing and Commissioning
Project Management
Operation & Maintenance Consultancy
Post Project Stage
Asset Management

Engineering Consulting Market

While MITCON was incorporated as one of the Technical Consultancy Organisation (TCO), MITCON has over the years
expanded its services beyond TCO mandate to include concept to commission services for Energy Transition, Biofuels and
Green Chemistry, Carbon Credit, GHG Reporting, Life Cycle Assessment, Environment Management along with state of the
art laboratory, skill development, market research and business advisory.

MITCON has also ventured to solar project development and owns 25 MWp solar, EPC of solar projects. MITCON has further
started detailed engineering of ethanol, biogas plants. MITCON competes with different players in each of the business
segment. The details of TCOs are as under -

73
 Prominent Technical Consultancy Organisation (TCO) in India

TCOs provide a complete set of consultancy services to small and medium enterprises, individual entrepreneurs, government
departments and agencies, various state level institutes, commercial banks, etc. They provide consultancy services and small-
scale units in preparation of techno- economic feasibility report, market survey, modernization and diversification
programmers etc.

Major Technical Consultancy Organisation (TCO)

NITCON (North India Technical Consultancy, Chandigarh)

UPICO (UP Industrial Consultancy Ltd)

HIMCO Ltd.

HARDICON Ltd.

GITCO Ltd.

WEBCON Ltd.

MPCON Ltd.

MITCON Ltd.

APITCO
TECSOK

ITCOT
KITCO

i. KITCO (Kerala Industrial and Technical Consultancy)

KITCO is a multi-disciplinary, multi-dimensional organisation offering consultancy services from concept to commissioning
and extend consultancy services in architectural, engineering, technical, management and financial sectors.

Spectrum of services includes Techno Economic Feasibility Studies, Detailed Project Reports, Project Consultancy, Master
planning, Detailed Design and Engineering, Contract Management, Project Management Consultancy (PMC), Environmental

74
 Engineering Studies, Asset Valuation, Facility Management Services, Fund Facilitation, Project Appraisal, Corporate Debt
Restructuring (CDR), Transaction Advisory, Recruitment, Training & Development etc.

ii. GITCO (Gujarat Industrial and Technical Consultancy Organisation)

Gujarat Industrial and Technical Consultancy Organisation Ltd. (GITCO) was set up to render industrial consultancy services
to new and existing enterprises in the state. Over the years, it has graduated to providing its services to the Small and Medium
Enterprises (SME), Larger Units, Government and Semi Government Institutions and Government Departments covering
both manufacturing and service activities.

It offers services like Techno Economic Feasibility Studies, Detailed Project Reports, Project Consultancy, Master planning,
Detailed Design and Engineering, Contract Management, Project Management Consultancy (PMC), Industrial Market
Surveys, Bid Management Services, Environmental Management (Audit, Impact and Testing), Industrial Cluster
Development, Valuation of Assets, Stock audit and Cost Analysis, Technology Transfer and Energy Efficiency Initiatives
etc.

iii. APITCO (Andhra Pradesh Industrial and Technical Consultancy Organization Limited)

APITCO is one of the Technical Consultancy Organizations providing Technical, Management & Development Consultancy
to Government, Industry & Society. The Company is promoted jointly by All-India Financial Institutions (IDBI, IFCI, ICICI),
Government Corporations (APIDC, APSFC) and Government Banks (Andhra Bank, Indian Bank, State Bank of India,
Syndicate Bank).

Name of the company was changed from M/s Andhra Pradesh Industrial and Technical Consultancy Organization Limited
to APITCO Ltd in the year 2001. Since the company has expanded its operations to other states in India and abroad.

Its service portfolio includes Transaction Advisory, Skill Development Training, Financial Viability, Industrial Cluster
Development, Industrial Marker Research, Urban Planning and Development, Tourism Infrastructure development, Asset
Reconstruction and Management, Energy and Power Management, Innovation and Technology Management.

iv. TECSOK (Technical Consultancy Services Organisation of Karnataka)

TECSOK is a multidisciplinary management consultancy organization promoted by the Government of Karnataka to provide
reliable consultancy services in India.

The package of services includes feasibility studies, market research, valuation of assets, environment impact studies, energy
management and audit, management studies like corporate plan, reorganization and restructuring of enterprises, man power
planning, budgetary control systems, mergers and acquisitions, investment opportunities, technology transfers, diagnostic
studies and also designing and organizing training programmes in all related areas. Of late, TECSOK is also concentrating
on studies relating to Cleaner Production technologies and method.

v. ITCOT (Industrial and Technical Consultancy Organisation of Tamil Nadu Limited)

ITCOT Limited, popularly known as "ITCOT", is a Consultancy Organisation founded in 1979 as a joint venture of All India
Financial Institutions, State Financial & Industrial Development Corporations & Commercial Banks to offer project and
business consultancy services to Entrepreneurs, Banks & Financial Institutions, PSUs, Government departments, Corporates,
MSMEs, Start-ups, etc. ITCOT is a "Deemed Government Company" and is subject to CAG Audit. Banks and Financial
Institutions Commission Techno Economic Viability Studies to ITCOT to evaluate technical feasibility and financial viability
of projects before sanctioning the credit facilities. In addition, ITCOT provides a wide spectrum of services, which includes
Detailed Project Report, Lenders Independent Engineer, Agency for Specialized Monitoring, Asset Valuation, Cost Vetting,
Asset Project Monitoring, Financial Restructuring, Market Study, etc. ITCOT is empaneled by all leading Banks and
Financial Institutions for Feasibility Study and such other Consultancy services.

vi. MPCON (Madhya Pradesh Consultancy Organization Limited)

MPCON Ltd., is a subsidiary of IFCI Limited, a PSU under the Department of Financial Services, Ministry of Finance, Govt.
of India. It is the oldest Technical Consultancy Organization, in the Central region which has been working in the field of
Entrepreneurship and Skill Development.

The core expertise of the company lies in executing project consultancy assignments and training & capacity building in the
field of livelihoods promotion. MPCON promotes entrepreneurship in the state of M.P & Chhattisgarh and provides

75
 Consultancy services in various industrial sectors including Agriculture, Food Processing, IT/ITES, Environment & Energy
Projects, CSR implementation, Rehabilitation Studies for Sick Units etc.

vii. WEBCON (West Bengal Consultancy Organisation Ltd.)

WEBCON, has been one name in being Engineers & Constructors for Industrial Projects and has grown exponentially in the
market offering a wide range of services. Since commencing operations, company has consulted and constructed multiple
Steel & Concrete structures with varied budget in different geographies. Esteemed clientele includes Amul, ILS Hospital,
Aditya Birla, India Carbon Limited, etc.

viii. UPICON (Utter Pradesh Industrial Consultants Limited)

“UPICO” has changed to “UPICON”. UPICON gives consultancy to big, medium, and small industries, building micro
entrepreneurial ecosystem, skills and training, banking inclusion, UNESCO projects, social welfare projects, women
empowerment, safety and audit etc. Services provided by them are Block chain, Drone Survey, Tendering process, Safety
Audit, Financial Services, Technology Innovation, Training and Skill Development.

ix. NITCON (North India Technical Consultancy Organisation)

NITCON Ltd., is a Technical Consultancy Organisation set up in 1984 with an aim to extend consultancy services for the
development and growth of industrial units. NITCON is actively engaged in carrying out Techno-Economic Viability Studies/
Appraisals, Industrial Valuations, TEFR, Techno-Economic Viability Studies (TEVS)

Provides services like Working Capital Assessment, Corporate Debt Restructuring Report, Lender Advisory Engineering
Services, Energy Audits, Market Surveys and Assessments, Skill Development, Training & Capacity Building in Industrial,
Education, Healthcare & Public Welfare Sector.

x. HIMCON (Himachal Consultancy Organization)

HIMCON provides professional support to Himachal state government for varied type of assignments such as infrastructure
development studies and evaluation of various schemes being implemented by the Government in addition to identification
of core areas for development and concurrent appraisals of various projects. It is a catalyst in industrial development of
Himachal Pradesh.

OVERVIEW OF RENEWABLE ENERGY IN INDIA

Classification of Renewable Energy Sector

Sources of Renewable Energy

Hydro Energy (Large) Other Form of Renewable Energy

Small Hydro Power (Projects Less Than Equal to 25 MW) Wind Power Bio Power Solar Power

Biomass Power Urban & Industrial Waste Power

76
a. Snapshot of Renewable Energy
India is the 3rd Largest country in the world in terms of energy consumption. India stands 4th globally in Renewable energy
installed capacity (including Large hydro), 4th in wind power capacity and 5th in Solar power capacity.India’s non-fossil fuel
installed capacity has increased ~400% in the last 8-9 years and currently stands at 190.97 GW (including large hydro and
nuclear), which is about 44% of the country’s total capacity. The installed solar energy capacity has increased by 30 times in the
last 9 years and stands at 75.57 GW as of Feb 2024. India’s total solar energy potential has been estimated to be 748 GWp (Giga
Watt peak), as estimated by National Institute of Solar Energy (NISE).

Source: https://pib.gov.in/PressReleasePage.aspx?PRID=1992732

i) Industry Snapshot
As of Feb 2024, total renewable energy sources including large hydropower have an installed capacity of 183.49 GW.
The following is the installed capacity of Renewable energy sources bifurcation:
Sector Installed Capacity (In GW)
Wind Power 45.15
Solar Power* 75.57
Small Hydro Power 4.99
Biomass (Bagasse) Cogeneration 9.43
Biomass(non-bagasse) Cogeneration 0.82
Waste to Power 0.24
Waste to Energy (off-grid) 0.33
Total (In GW) excluding Large Hydropower 136.57
Large Hydro Power 46.93
Total (In GW) 183.49
Source: https://mnre.gov.in/physical-progress/
*Solar Power (Cumulative i.e. Ground Mounted Solar Plant + Grid Connected Solar Rooftop + Hybrid Projects (Solar Component) +
Off-Grid Solar: 2.85 GW)

The Government has decided to invite bids for 50 GW of renewable energy capacity annually for the next five years i.e.,
from Financial Year 2023-24 till Financial Year 2027-28. These annual bids of ISTS (Inter-State Transmission) connected
renewable energy capacity will also include setting up of wind power capacity of at least 10 GW per annum. capacity
addition is over and above the RE capacities that would come up under schemes like Rooftop solar and PM-KUSUM of
the Ministry, under which, bids issued directly by various States & also capacities that may come up under Open Access
Rules.

Bidding Trajectory for Renewable Energy, a big boost to achieve 500 GW capacity from non-fossil fuels by 2030 and a
major step for energy transition.India has fixed the target to reduce carbon intensity of the country’s economy by less
than 45% and achieve 50% cumulative electric power installed by 2030 from renewable energy sources and achieve net-
zero emission by 2070. As on 31-12-2023, 51 Solar Parks with an aggregate capacity of 37,740 MW have been sanctioned
in 12 States in the country since launch of the Scheme i.e. December 2014. An aggregate capacity of 10,504 MW of solar
projects have been commissioned.
ii) Market Overview and Trends for the RE Sector

Installed Capacity of Renewable Energy in India (In GW) -

Excluding Large Hydro Power

CAGR ~ 15%

137
125
110
87 94
69 78
57
46

2016 2017 2018 2019 2020 2021 2022 2023 2024

77
 Source: https://iced.niti.gov.in/ (Separate Excel attached)
Notes: Others* includes Waste to Power and Waste to Energy (Off-grid).

Installed Renewable Capacity Breakup (GW) for the FY 2024 -

Excluding Large Hydro Power

55%

Solar Power
Wind Energy
Bio-Power

0.40% Small Hydro

33% Others*

4%
7.6%

GW: Giga Watt, Large Hydro power projects are not included are they are considered in renewable energy targets by
the Government of India.

Source: https://mnre.gov.in/physical-progress/ + (Table data converted into graph)

b. Overview of Solar Industry

• The Installed capacity of Solar energy in FY 2016 was 7.12 GW has grown at CAGR of ~35% which stands at 75.58 GW as
of 2024.

• Top 10 States contributes around 92% of total solar installed capacity of India.

• States such as Rajasthan, Gujarat, Karnataka, Tamil Nadu and Maharashtra are the top 5 states for solar installed capacity
nearly contributing 70% of the total solar installed capacity of India.

Top 10 State-wise solar installation in India (February 2024)

Top 10 States with Solar Installed Capacity in India 2024 (Giga Watt)

19.51

10.76
9.50
7.51
5.71
4.71 4.57
3.30 2.83
1.32

Rajasthan Gujarat Karnataka Tamil Nadu Maharashtra Telangana Andhra Madhya Uttar Haryana
Pradesh Pradesh Pradesh

78
 Rajasthan (19.51 GW)

Gujarat (10.76 GW)

Maharashtra (5.71 GW)

Telangana (4.71 GW)

Karnataka (9.50 GW)

Andhra Pradesh (4.57 GW)

Tamil Nadu (7.51 GW)

• The world's largest floating 600 MW solar energy project will be constructed at the Omkareshwar Dam in the Khandwa
district of Madhya Pradesh at the estimated cost of Rs. 3,000 crores (US$ 3.84 billion).
• India is in the process of building a 30 GW hybrid wind-solar park in Gujarat. The Khavda Renewable Energy Park is being
built in the Rann of Kutch, over an area of 726 square kilometers. The project will be developed at an estimated cost of $2.26
billion and will power 18 million homes.
(Source:https://pib.gov.in/PressReleaseIframePage.aspx?PRID=2003561)

c. Details of Solar Parks sanctioned and projects commissioned State-wise (as on December 31, 2023)

Sl. State Number of Parks Sanctioned Capacity (MW) Projects commissioned (in MW)
No.
1 Andhra Pradesh 5 4200 3050
2 Chhattisgarh 1 100 28
3 Gujarat 7 12150 900
4 Jharkhand 3 1089 0
5 Karnataka 2 2500 2000
6 Kerala 2 155 100
7 Madhya Pradesh 8 4180 1000
8 Maharashtra 3 1000 0
9 Mizoram 1 20 20
10 Odisha 3 340 0
11 Rajasthan 9 8276 3065
12 Uttar Pradesh 7 3730 341
Total 51 37740 10504

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d. Current Hydro Power Scenario in India

Installed Capacity of Large Hydro Projects (In GW)

46.85 46.93
46.72
46.21
45.7
45.29 45.4

44.48

2017 2018 2019 2020 2021 2022 2023 2024*

Source: https://iced.niti.gov.in/ (Separate Excel attached)

After overtaking Japan, India has become the nation with the 5 th largest hydropower production capacity in the world with the
total installed capacity of 46.93GW and it is currently behind to countries like Canada, USA, Brazil and China as per the IHA
(International Hydropower Association)

India’s total installed generation capacity reached to 434.19 GW, out of which 136 GW (~31%) is contributed from renewable
energy (RE) and 47 GW (11%) comes from Hydro as on 29/02/2024 report released by Central Electricity Authority

In India, hydro power projects are defined and classified into conventional and small hydro projects are included in government
renewable energy sources target.
Source: https://iced.niti.gov.in/ (Separate Excel attached)

e. Hydro power performance in last three years

Installed Capacity of Small Hydro Projects (In GW)

5.1 4.99
5 4.94
4.9 4.85
4.79
4.8 4.68
4.7 4.59
4.6 4.49
4.5 4.38
4.4
4.3
4.2
4.1
4
2017 2018 2019 2020 2021 2022 2023 2024*

Year Target Generation Actual Generation

(in Billion Units) (in Billion Units)
2020-21 140.4 150.3
2021-22 149.5 151.6
2022-23 150.7 162.1
2023-24 156.7 127.04
(till Feb 2024)
(Source: CEA, Ministry of Power and https://mnre.gov.in/physical-progress/ )

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f. Key Growth Drivers for Renewable Energy

i) Government commitments
Reduce India’s total projected carbon emission by 1 Bn tonnes by 2030, reduce the carbon intensity of the nation’s
economy by less than 45% by the end of the decade, and achieve net-zero carbon emissions by 2070.

ii) Proposed solar cities and parks

Solar city per state-approved and approved setting up 57 solar parks of 39.28 GW across the nation. The government is
also giving a push to Floating PV Projects.

iii) Scheme for various RE sectors

a) Rooftop Solar

PM-Surya Ghar: Muft Bijli Yojana with a total outlay of Rs. 75,021 crores for installing rooftop solar and
providing free electricity up to 300 units every month for One Crore households.

The major highlights of the scheme include:

Central Financial Assistance (CFA) for Residential Rooftop Solar
• The scheme provides a CFA of 60% of system cost for 2 kW systems and 40% of additional system cost for
systems between 2 to 3 kW capacity. The CFA will be capped at 3 kW. At current benchmark prices, this will
mean Rs 30,000 subsidy for 1 kW system, Rs 60,000 for 2 kW systems and Rs 78,000 for 3 kW systems or
higher.
• The households will apply for subsidy through the National Portal and will be able to select a suitable vendor
for installing rooftop solar. The National Portal will assist the households in their decision-making process by
providing relevant information such as appropriate system sizes, benefits calculator, vendor rating etc.
• Households will be able to access collateral-free low-interest loan products of around 7% at present for
installation of residential RTS systems up to 3 kW.

Other Features of the Scheme

• A Model Solar Village will be developed in each district of the country to act as a role model for adoption of
rooftop solar in rural areas,
• Urban Local Bodies and Panchayati Raj Institutions shall also benefit from incentives for promoting Rooftop
Solar (RTS) installations in their areas.
• The scheme provides a component for payment security for renewable energy service company (RESCO)
based models as well as a fund for innovative projects in RTS.

Outcome and Impact

Through this scheme, the households will be able to save electricity bills as well as earn additional income through
sale of surplus power to DISCOMs. A 3 kW system will be able to generate more than 300 units a month on an
average for a household.

The proposed scheme will result in addition of 30 GW of solar capacity through rooftop solar in the residential
sector, generating 1000 BUs of electricity and resulting in reduction of 720 million tonnes of CO 2 equivalent
emissions over the 25-year lifetime of rooftop systems.

It is estimated that the scheme will create around 17 lakh direct jobs in manufacturing, logistics, supply chain, sales,
installation, O&M and other services.

b) National Green Hydrogen Mission

The “Scheme Guidelines for implementation of Pilot Projects for use of Green Hydrogen in the Transport Sector”.
With the falling costs of renewable energy and electrolysers, it is expected that vehicles based on green hydrogen
can become cost-competitive over the next few years. Future economies of scale and rapid technological

81
 advancements in the field of vehicles powered by hydrogen are likely to further improve the viability of transport
based on green hydrogen.

Considering this, under the National Green Hydrogen Mission, along with other initiatives, the MNRE will
implement pilot projects for replacing fossil fuels in the transport sector with Green Hydrogen and its derivatives.
These pilot projects will be implemented through the Ministry of Road Transport and Highways and the Scheme
Implementing Agencies (SIAs) nominated under this Scheme.

The scheme will support development of technologies for use of Green Hydrogen as a fuel in Buses, Trucks and 4-
wheelers, based on fuel cell-based propulsion technology / internal combustion engine-based propulsion
technology. The other thrust area for the scheme is to support development of infrastructure such as hydrogen
refuelling stations.

The scheme will also seek to support any other innovative use of hydrogen for reducing carbon emissions in the
transport sector, such as blending of methanol / ethanol based on green hydrogen and other synthetic fuels derived
from green hydrogen in automobile fuels.

The Scheme will be implemented with a total budgetary outlay of Rs. 496 Crores till the financial year 2025-26.
The use of Green Hydrogen in the transport sector, via the proposed pilot projects, will lead to development of
necessary infrastructure including refuelling facilities and distribution infrastructure, resulting in establishment of
a Green Hydrogen ecosystem in the transport sector. With the expected reduction in the Green Hydrogen production
cost over the years, the utilization in the transport sector is expected to increase.

The Mission will result in the following likely outcomes by 2030:

• Development of green hydrogen production capacity of at least 5 MMT (Million Metric Tonne) per annum
with an associated renewable energy capacity addition of about 125 GW in the country.
• Over rupees. Eight lakh crore in total investments
• Creation of over Six lakh jobs
• Cumulative reduction in fossil fuel imports over Rs. One lakh crore
• Abatement of nearly 50 MMT of annual greenhouse gas emissions

Strategic Interventions for Green Hydrogen Transition (SIGHT): In the initial stage, two distinct financial incentive
mechanisms proposed with an outlay of 17,490 crores up to 2029-30.

• Incentive for manufacturing of electrolysers.

• Incentive for production of green hydrogen.

c) Scheme for Development of Solar Parks and Ultra-Mega Solar Power Projects with a target of setting up 40,000
MW capacity. Under the scheme, the infrastructure such as land, roads, power evacuation system water facilities
are developed with all statutory clearances/approvals. Thus, the scheme helps expeditious development of utility-
scale solar projects in the country.

d) Central Public Sector Undertaking (CPSU) Scheme Phase-II (Government Producer Scheme) for setting up grid-
connected Solar Photovoltaic (PV) Power Projects by Government Producers, using domestically manufactured
solar PV cells and modules, with Viability Gap Funding (VGF) support, for self-use or use by Government/
Government entities, either directly or through Distribution Companies (DISCOMS).

e) Production Linked Incentive scheme ‘National Programme on High Efficiency Solar PV Modules’ for achieving
manufacturing capacity of Giga Watt (GW) scale in High Efficiency Solar PV modules (Tranche- I & II).

f) PM-KUSUM Scheme to promote small Grid Connected Solar Energy Power Plants, stand-alone solar powered
agricultural pumps and solarisation of existing grid connected agricultural pumps. The scheme is not only beneficial
to the farmers but also States and DISCOMs. States will save on subsidy being provided for electricity to agriculture
consumers and DISCOMs get cheaper solar power at tail end saving transmission and distribution losses.

g) Green Energy Corridors (GEC): to create intra-state transmission system for renewable energy projects. Central
Financial Assistance (CFA) is provided to set up transmission infrastructure for evacuation of Power from
Renewable Energy projects in total ten States (considering both the phases of GEC).

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 • Intra-State Transmission System Green Energy Corridor Phase-I
• Intra-State Transmission System Green Energy Corridor Phase-II

h) Bio-Energy Programme

• Waste to Energy Programme: Programme on Energy from Urban, industrial and Agricultural Wastes/Residues
• Biomass Programme: Scheme to Support Manufacturing of Briquettes & Pellets and Promotion of Biomass
(non-bagasse) based cogeneration in Industries.
• Biogas Programme: for promotion of family type Biogas plants

i) Renewable Energy Research and Technology Development (RE-RTD) Programme (Support Programme). Human
Resource Development Scheme with components such as short term trainings & skill development programmes,
fellowships, internships, support to lab upgradation for RE and renewable energy chair.

j) Global Hub for production, utilization and export of Green Hydrogen and its derivatives.

(Source: https://pib.gov.in/PressReleasePage.aspx?PRID=1992732)

Other Government Initiatives in the industry

Panchamrit

India’s COP26 and COP 27 action plan comprising the following five nectar elements (Panchamrit): The five nectar
elements presented by the Indian government included:

• Increasing non-fossil fuel capacity by 500GW by 2030.

• 50 per cent of its energy requirements to come from renewable energy by 2030.
• Reduction of total projected carbon emissions by one billion tonnes from now to 2030.
• Reduction of the carbon intensity of the economy by 45 per cent by 2030, over 2005 levels.
• Achieving the target of net zero emissions by 2070.

LiFE (Lifestyle for the Environment Movement

The idea of LiFE was introduced by the Prime Minister during the 26th United Nations Climate Change Conference of
the Parties (COP26) in Glasgow last year. The idea promotes an environmentally conscious lifestyle that focuses on
‘mindful and deliberate utilisation’ instead of ‘mindless and wasteful consumption’.

The LiFE Movement aims to utilise the power of collective action and nudge individuals across the world to undertake
simple climate-friendly actions in their daily lives. The LiFE movement, additionally, also seeks to leverage the strength
of social networks to influence social norms surrounding climate. The Mission plans to create and nurture a global
network of individuals, namely ‘Pro-Planet People’ (P3), who will have a shared commitment to adopt and promote
environmentally friendly lifestyles. Through the P3 community, the Mission seeks to create an ecosystem that will
reinforce and enable environmentally friendly behaviours to be self-sustainable.

The proposes of a LiFE framework is to guide, governments, institutions, and societies to move towards mindful
utilization of resources.The idea promotes an environmentally conscious lifestyle that focuses on ‘mindful and deliberate
utilisation’ instead of ‘mindless and wasteful consumption’.

(Source: https://pib.gov.in/PressReleaseIframePage.aspx?PRID=1831364)

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g. Government Key initiative w.r.t Battery Energy Storage Systems (BESS)

The approved scheme envisages development of 4,000 MWh of BESS projects by 2030-31, with a financial support of up to
40% of the capital cost as budgetary support in the form of Viability Gap Funding (VGF). A watershed moment in the long
list of pro-environment measures taken by the Government, the move is expected to bring down the cost of battery storage
systems increasing their viability.

Under the scheme, projects will be approved during a period of 3 years (2023-24 to 2025-26). The disbursement of funds will
extend up to 2030-31 in 5 tranches. The cost of BESS system is anticipated to be in the range of ₹ 2.40 to ₹ 2.20 Crore/MWh
during the period 2023-26 for development of BESS capacity of 4,000 MWh, which translates into Capital Cost of ₹ 9,400
Crores with a Budget support of ₹ 3,760 Crores.

VGF to the extent of up to 40% of capital cost for BESS shall be provided by the Central Government. Public and private
sector entities for development of BESS shall be selected through the bidding process to be conducted by the Implementing
Agency(agencies) as per the provisions of the Scheme and Bidding Guidelines.

The development of BESS capacity of 4,000 MWh is expected to result in an annual reduction of approximately 1.3 million
metric tons (MMT) of carbon emissions, considering charging of BESS with Renewable Energy (RE). Up to 4,000 MWh of
energy will be available during peak hours for utilization by Discoms and other beneficiaries, depending on their specific
usage patterns.

Designed to harness the potential of renewable energy sources such as solar and wind power, the scheme aims to provide
clean, reliable, and affordable electricity to the citizens. The VGF for development of BESS Scheme, with an initial outlay of
Rs. 9,400 crore, including a budgetary support of Rs.3,760 crore, signifies the government's commitment to sustainable energy
solutions. By offering VGF support, the scheme targets achieving a Levelized Cost of Storage (LCoS) ranging from Rs. 5.50-
6.60 per kilowatt-hour (kWh), making stored renewable energy a viable option for managing peak power demand across the
country. The VGF shall be disbursed in five tranches linked with the various stages of implementation of BESS projects.

To ensure that the benefits of the scheme reach the consumers, a minimum of 85% of the BESS project capacity will be made
available to Distribution Companies (Discoms). This will not only enhance the integration of renewable energy into the
electricity grid but also minimize wastage while optimizing the utilization of transmission networks. Consequently, this will
reduce the need for costly infrastructure upgrades.

The Government of India remains committed to promoting clean and green energy solutions, and the BESS Scheme is a
significant step towards achieving this vision. By harnessing the power of renewable energy and encouraging the adoption of
battery storage, the government aims to create a brighter and greener future for all citizen.
(Source: https://pib.gov.in/PressReleasePage.aspx?PRID=1983085)

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h. Wind Energy Overview in India

India stands 4th globally in Renewable Energy Installed Capacity, 4th in Wind Power capacity. Installed wind energy
generation capacity of the country was 45153.67 MW, as on 29 Feb 2024. During April 2023- February 2024 the quantum of
electricity generated from wind energy in country was 78807.28 million units. The major wind energy producing States
are Andhra Pradesh, Gujarat, Karnataka, Kerala, Madhya Pradesh, Maharashtra, Rajasthan, Tamil Nadu and Telangana.

Sr. No State Capacity (MW)

1 Gujarat 11,249.02
2 Tamil Nadu 10,458.35
3 Karnataka 5,918.26
4 Rajasthan 5,195.82
5 Maharashtra 5,195.38
6 Andhra Pradesh 4,096.65
7 Madhya Pradesh 2,844.29
8 Telangana 128.1
9 Kerala 63.5
10 Others 4.3
Total 45,153.67

Ministry of New and Renewable Energy is working towards achieving 500 GW of installed electricity capacity from non-fossil
sources by the year 2030, which also includes wind energy capacity. As per the Central Electricity Authority’s ‘Report on
Optimal Generation Capacity Mix for 2029-30 Version 2.0’, the likely installed capacity of wind energy by the end of the year
2029-30 is estimated to be 99,895 MW.

Government Initiative

The Government of India has invited bids for the development of off-shore wind energy of a total capacity of 4 GW. The bids
invited are for four blocks of 1 GW each on open access basis, for development of offshore wind power projects off the coast
of Tamil Nadu, through international competitive bidding. Under this arrangement, the developers who win the bid for each
block will set up 1 GW off-shore wind energy capacity and sell electricity directly to consumers under the open access regime.
No Viability Gap Funding (VGF) is given under the open access bids, and the Renewable Energy generated will be sold to
entities such as industries which are currently in the high-tariff band.

The advantages of off-shore wind are many. It does away with constraints of availability of land; it has higher Capacity
Utilization Function (CUF) - approaching almost 50%. Further, the efficiencies of off-shore wind turbines are higher than
those of on-shore wind turbines; each turbine is of 15 MW. The off-shore wind energy bids have been invited through Solar
Energy Corporation of India (SECI), a Government of India undertaking under the administrative control of the Ministry of
New and Renewable Energy. The bids are being called after obtaining all necessary environmental clearances. India has already
emerged as a world leader in renewable energy. This step will take India’s Renewable Energy journey into another dimension.
(Source: https://pib.gov.in/PressReleaseIframePage.aspx?PRID=2001947)

I. Overview of Bio-Fuel in India

i. India Biofuel Story

Jan 2023 2014 2018 - 19

Launches Ethanol Re-introduces administered Permits conversion of B heavy
Blended Petrol (EBP) price mechanism for molasses, sugarcane juice and
Programme ethanol to be procured damaged food grains to ethanol
under the EBP, directs Oil
PSEs to set up bio- Marked beginning of differentiated
refineries2014 ethanol pricing, based on raw
material utilized for ethanol
production.

ii. Classification of Bio-Fuel Industry in India

India’s National Policy on Biofuels 2018 defines biofuels in the following manner.

85
 Sources of Bio-Fuel Industry

Bio-Ethanol Bio-Diesel Advanced Bio-Fuel Drop-in-Fuel Bio-CNG

a) Bioethanol

▪ Ethanol produced from biomass such as sugar containing materials, like sugar cane, sugar beet, sweet sorghum
etc.; starch containing materials such as corn, cassava, rotten potatoes, agro food /pulp industry waste, algae;
and cellulosic materials such as bagasse, wood waste, agricultural and forestry residues, or other renewable
resources like industrial (municipal) waste, vegetable wastes, industrial waste off gases or any mix combination
of above feedstock.
▪ Bioethanol is ethanol (C2H5OH), or ethyl alcohol, produced by biological methods. It is among the best
established of biofuels. Bioethanol is used mostly as an additive to gasoline (petrol).

b) Biodiesel

▪ A methyl or ethyl ester of fatty acids produced from non-edible vegetable oils, acid oil, used cooking oil or
animal fat.
▪ Biodiesel is a renewable, biodegradable fuel manufactured domestically from vegetable oils, animal fats, or
recycled restaurant grease.
▪ Biodiesel meets both the biomass-based diesel and overall advanced biofuel requirement of the Renewable Fuel
Standard. Renewable diesel is distinct from biodiesel.
▪ Biodiesel is a liquid fuel often referred to as B100, pure, or neat biodiesel in its unblended form. Like petroleum
diesel, biodiesel is used to fuel compression-ignition engines. See the table below for biodiesel's physical
characteristics.

c) Advanced Biofuels

▪ Advanced biofuels are liquid fuels that are generally derived from non-food-based feedstock’s and yield a
lifecycle reduction in greenhouse gas emissions of at least 50% compared with fossil fuels.
▪ Fuels which are produced from lignocellulose feedstock’s (i.e., agricultural and forestry residues (e.g., rice and
wheat straw/corn cobs and stover /bagasse, woody biomass), non-food energy crops (i.e., grasses, algae), animal
dung or industrial waste and residue streams, or any mix combination of above feedstock.
▪ Fuel having low CO2 emission (e.g., high greenhouse gas reduction) and do not compete with food crops for
land use.
▪ Fuels such as Second Generation (2G) Ethanol, biodiesel made from UCO, non-edible tree borne oils, short
gestation non-edible oil rich crops; green diesel from renewable sources and Industrial waste, biofuels produced
from synthesis gas, drop-in fuels from renewable sources and industrial waste, algae based 3G biofuels,
halophytes based biofuels, bio-CNG, bio-methanol, Di Methyl Ether derived from bio-methanol, bio-hydrogen,
drop-in-fuels from MSW resource/feedstock material.

d) Drop-in Fuels

▪ Any liquid fuel produced from biomass, agricultural-residues, wastes such as municipal solid wastes (MSW),
plastic wastes, industrial wastes etc. which meets the Indian standards for motor spirit (MS), high speed diesel
(HSD) and jet fuel, in pure or blended form, for its subsequent utilization in vehicles without any modifications
in the engine systems and can utilize existing petroleum distribution system.

e) Bio-CNG

▪ Bio-CNG is an advanced version of biogas produced from organic sources such as animal manure (farm yard
manure) and food waste.

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 ▪ Purified form of biogas whose composition and energy potential are the same as fossil based natural gas, and is
produced from agricultural residues, animal dung, food waste, MSW and sewage water.

Production Capacity of Ethanol

Year 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023
Ethanol Production Capacity (In Million Liters)
No. of 115 160 161 161 166 170 220 231 252 400+
Refineries
Nameplate 2000 2100 2210 2215 2300 3000 3500 4300 5700 10820
Capacity
Capacity 17.8 20.5 20.4 31.8 65.2 64.0 60.6 87.1 87.7 57.3
Utilization
(%)

Ethanol - Production, supply, and consumption

India Bio-Ethanol Statistics (Million Litres)

7000
6000
5000
4000
3000
2000
1000
0
2015 2016 2017 2018 2019 2020 2021 2022 2023
Production 2292 2061 1671 2692 2552 2981 3280 5300 6300
Imports 204 432 722 607 670 669 648 370 400
Exports 165 136 141 129 50 133 87 109 120
Consumptions 2345 2290 2230 3020 3360 3320 4000 5506 6278

Feedstock consumption for Ethanol

Feedstock wise production of Ethanol in India (In 1000 MT)

2015 2016 2017 2018 2019 2020 2021 2022 2023

Sugarcane (syrup) 0 0 0 0 1951 5263 10000 14274 18400
B-heavy Molasses 0 0 0 750 2271 3550 6667 9000 11400
C-heavy Molasses 2000 2125 3150 5500 4500 1200 900 800 600
Damaged Food Grains 0 0 0 350 603 1600 2000 2000 2100
Rice (broken)# 0 0 0 0 0 118 471 1610 2000
Corn 0 0 0 0 0 0 0 0 50
Total 2000 2125 3150 6600 9325 11731 20038 27684 34550

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 Blend 2015 2016 2017 2018 2019 2020 2021 2022 2023
Rate (%) 1.4 1.4 1.8 3.7 4.4 5.2 8.1 10.2 11.5
(Source: Biofuels Annual – 2023 report by USDA (United State Department of Agriculture))

iii. Market overview of Bio-diesel in India

India is the fastest growing economy after the USA and China and is the 3 rd largest consumer of energy in the world.
Until alternative fuels based on renewable feedstock are developed, India’s fuel energy security will remain compromised
In order to achieve these target, India will implement strategies like:

▪ Utilizing biofuels and renewable energy

▪ Increasing domestic production
▪ Implementing energy efficiency norms
▪ Enhancing refinery processes
▪ Substituting demand

Production, supply, and consumption

India Biodiesel Statistics (Million Litres)
250
200
150
100
50
0
2015 2016 2017 2018 2019 2020 2021 2022 2023
Production 152 158 170 185 230 200 180 185 200
Imports 1 3 8 25 7 1 1 1 1
Exports 33 42 8 23 54 68 6 4 4
Consumptions 118 119 165 180 185 140 165 180 190

Blend Rate (%) 2015 2016 2017 2018 2019 2020 2021 2022 2023
0.08% 0.09% 0.13% 0.14% 0.17% 0.11% 0.02% 0.07% 0.07%

Bio-Diesel Production Capacity (In Million Liters)

Nameplate Capacity 480 500 550 600 650 670 580 520 577 600
Capacity Utilization (%) 28.8 30.4 28.7 28.3 28.5 34.3 34.5 34.6 32.1 33.3

▪ India’s annual biodiesel consumption experienced a healthy growth of 8% between 2013 to 2019 (CAGR).
▪ The biodiesel market in the country is still majorly informal and is dispersed and segregated, with limited domestic
production.

▪ Many countries operate at a minimum B5 fuel level and several run below B10 fuel level—like Brazil, Thailand,
Argentina, and Malaysia due to High feedstock prices and anti-inflation measures which provides India considerable
growth opportunity in biodiesel market.

Most of the capacity is not being used due to lack of suitable feedstock resources and also government support process to develop
demand.

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iv. Feedstock use for fuel

Feedstock use for fuel (In 1000 MT)

2015 2016 2017 2018 2019 2020 2021 2022 2023

Animal Fats & Tellow 5 6 6 7 10 6 12 7 6
Used Cooking Oil 55 55 56 60 70 45 65 65 70
Non-edible Industrial 85 90 100 110 140 140 95 105 115
Total 145 151 162 177 220 191 172 177 191

India’s biodiesel production lacks sufficient production and supply from OMCs to build commercial sales; hence, it is mostly
consumed by locally dispersed groups to generate power.
For decades in the country, it has been a concerning issue that field trials have used jatropha, a few treeborne oilseeds, and non-
edible oilseeds (grown on nonarable, rain-fed lands) as multiple options for feedstock due to low yields.
However, the country experienced a surge in production due to various policy initiatives; yet it lacks consistency. The blended rate
is directly linked to the amount of production, which has been affected badly during the COVID-19 pandemic.
Most of the share is through non-edible sources like jatropha, karanja, etc., backed by government policies. The share of edible oil
has been limited owing to food security reasons, but the share of UCO has been steady despite the RUCO initiatives launched by
the Food Safety and Standards Authority of India (FSSAI) in 2018.
If the biodiesel sector is regularized and structured properly, animal tallow could also produce enough biodiesel to meet the demand.
India has a huge amount of on-road diesel consumption, and for success of the blending programme the availability of biodiesel
becomes crucial.
The share and production of biodiesel are sparse when compared with conventional diesel.
Table illustrates the biodiesel market penetration in the country today, which clearly explains the need and urgency for proper and
well planned measures to achieve the B5 targets.

India Biodiesel penetration of market (Million Liters)

Blend Rate (%) 2015 2016 2017 2018 2019 2020 2021 2022 2023F
Biodiesel, on-road use 41 48 72 83 100 50 10 40 40
Diesel, on-road use 52,239 55,179 56,715 59,220 60,145 44,400 52,927 57,002 58000
Blend Rate (%) 0.08 0.09 0.13 0.14 0.17 0.11 0.02 0.07 0.07
Total Diesel Use 87,064 91,965 94,524 98,700 95541 84512 90231 99000 1,07,000
(Source: Biofuels Annual – 2023 report by USDA (United State Department of Agriculture))

v. According to Petroleum Planning and Analysis Cell (PPAC)

• Retail diesel sales constitute 68% market of the petrol-diesel basket.
• Heavy Commercial vehicle (HDV) and Light commercial vehicle (LDV) together consume more than ~64% of total
diesel consumption.
• The commercial vehicle segment will likely continue to dominate the demand of diesel and impact oil import
dependency.
• Vehicles on the road is increasing day by day which is leading to increase in fuel consumption.
• Hydrocarbon fuel combustion contributes to the generation of carbon-based particles in the exhaust and pollutes the
environment. Compared to renewable biofuels, non-renewable fuels emit more hydrocarbons, nitrogen oxides, Sulphur
oxides, and carbon monoxide.

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 vi. Diesel Retail sales by sector and Segment in India

Diesel Retail sales by Sector and Segment in India (In %)

4.1% Trucks (L/HCV)

4.7% Buses

1.6% Agriculture

2.6% Power Generation

64.2% Industry
3.4%
3.4% Mobile Tower
Others
14.2%
Commercial (Taxis)
Private Cars
1.4%
3 Wheelers

Currently, India has a limited variety of alternative fuel options for diesel vehicles and it is in the initial stages of
electrification. The use of hydrogen fuel cells, battery operated vehicles, are in the commercialization phase; especially in
medium and heavy-duty bus segments. At the same time, the issue remains with availability and reliability of the prime
energy source. In this regard, biodiesel is the most prominent source and one of the relatively cleaner options in
medium/heavy-duty vehicles: SUVs, taxis, buses, etc. Biodiesel is one of the alternative fuels that can be produced from
renewable sources like vegetable oil, soybean oil, canola oil, non-edible sources, and animal fats. India’s government is
stressing more for energy security with a target of reducing the usage of fossil fuels and import burdens. With emission
problems in the country has driven the requirement for alternative fuels that benefit the environment and are economically
competitive. Currently in India, biodiesel is primarily produced through acid oils, animal tallow nonedible vegetable oil and
palm stearin oil. Domestically available used cooking oil (UCO) has been identified as a potential raw material for biodiesel
production in the National Policy on Biofuels, 2018. The waste cooking oil can be collected in bulk from consumers such as
restaurants, hotels, etc., for conversion into biodiesel.

vii. Bio-diesel is considered as a potential source of energy

The importance of sustainability and finding appropriate replacement of fossil fuels to reduce the consumption of imported
oil and lower exhaust emissions. In addition, Bio-diesel being non-toxic, renewable and eco-friendly is an ideal alternative
to diesel engines and it also has other potentials:
▪ It can control limited supplies of fossil fuels.
▪ Support in boosting our domestic economy.
▪ Help in reducing GHG emissions.
▪ Reduce our dependence on petroleum imports.
▪ Maintains the payload capacity and range of petroleum-derived diesel.

viii. Emission comparison to Conventional Diesel and Bio-diesel

Bio-diesel reduces emissions of carbon monoxide, unburned hydrocarbons and other particulate matter compared to
conventional diesel and supports the environment. Major component of acid rain like sulphates and sulphur dioxide are
eliminated with biodiesel however emissions of nitrogen oxide either increases or decrease depending on the duty cycle of
engine and method of testing. Forming potential of emissions from biodiesel is less than half of that measured for the diesel
counterpart to the overall ozone layer. Hence, Bio-diesel can be used as a replacement for conventional petroleum based
diesel and could be named a “Clean source of energy”

Biodiesel Mix Percentage B5 B7 B10 B20 B50 B100

Particulate matter -3% -4% -6% -12% -27% -47%
Hydrocarbons -5% -8% -11% -20% -43% -67%
Carbon monoxide -3% -4% -6% -12% -28% -48%
SO2 -5% -7% -10% -20% -50% -100%
CO2 -4% -5% -8% -15% -38% -76%
(Source: TERI Report)

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ix. Biodiesel policy: Current status and gaps

It is important for the government to encourage and/or induce noticeably greater biodiesel production. The steps taken by the
Government during the last five years to promote utilisation of biodiesel include:

• Government has permitted the direct sale of bio-diesel (B-100) for blending with high speed diesel to all consumers, in
accordance with the specified blending limits and the standards specified by the Bureau of Indian Standards subject to
the fulfillment of these guidelines.
• The Government has amended the National Policy on Biofuels-2018 in June 2022 wherein an indicative target of 5%
blending of biodiesel in diesel /direct sale of biodiesel has been proposed by 2030.
• GST rate for biodiesel supplied to the OMCs for blending with diesel has been reduced from 12% to 5 % from October
2021.
• Public Sector Oil Marketing Companies (OMCs) are offering remunerative prices for procurement of biodiesel.
• Celebration of World Biofuel Day on 10th of August every year to promote biofuels.
(Source: https://pib.gov.in/PressReleasePage.aspx?PRID=1989224)

x. Usage of biodiesel remains negligible due to the following reasons

• Limited availability of feedstock

• High feedstock prices
• Lack of an integrated and dedicated supply chain
• Dependence upon the imported feedstock
• Import restrictions
• Limited consumers (only a few OMC retail outlets)

To meet its biodiesel blending goal by 2030, India would need to invest in new plants substantially to enhance the production
capacity from its current effective capacity of 600 million litres (as of 2023) and form a supply chain infrastructure for UCO;
while imposing some essential collection mechanisms.

In India, the entrepreneurs who are typically fuel traders with comparatively better access to the domestic fuels market
dominate biodiesel manufacturing and operate micro, small, and medium enterprises, in contrast to other countries that mostly
rely on manufacturing units set up by vegetable oil refineries or large oil companies.

xi. Bioenergy

Bioenergy is a form of renewable energy generated from biomass fuel. Biomass fuels come from organic material such as
harvest residues, purpose-grown crops and organic waste from our homes, businesses and farms.

India’s bioenergy production potential

Parameters Quantity
Power generation potential Annual power generation potential of 208 BU from 28 GW
Additional bagasse-based cogeneration potential Annual power generation potential of 65 BU from 14 GW
Bioethanol production potential from agri-waste From rice (2G) – 897.25 KLPD
From maize (2G) – 395.67 KLPD
Compressed biogas production potential ▪ From cattle dung – 38,981 TPD
▪ From municipal solid waste – 4,854TPD
▪ From paddy straw – 16,377 TPD
(Source: PWC)

xii. SAF (Sustainable Aviation Fuel)

The Indian government will introduce guidelines which would require domestic airlines to utilize a one percent blend of
Sustainable Aviation Fuel (SAF) by 2025 and 5 percent by 2030.51 In 2022, domestic airlines (Indigo, Air India, Air Asia
India, and Vistara) signed contracts with the Council of Scientific and Industrial Research–Indian Institute of Petroleum to
collaborate on the creation and development of SAF blends.52 Additionally, Indian Oil Corporation Limited (IOCL) is
constructing a $122 million (INR 10 billion) SAF plant at Haryana’s Panipat refinery in collaboration with U.S.-based
company LanzaJet.53 IOCL aims to annually generate 88,000 MT of SAF, comprising 2 percent of overall ethanol production

91
 by 2030, which is added pressure to India’s existing E-20 goal. On May 19, in a landmark moment, Air Asia India conducted
the first commercial passenger flight using a 1 percent SAF blend.

On May 19, 2023, MoPNG stated that India would require 140 and 700 million liters of SAF per year to reach one and 5
percent blending rate, respectively, by 2025.55 Accordingly, by 2030, to reach a 50 percent SAF blend rate, India would
require around 10 MMT of SAF per year. At the same time, the government has stated that it possesses sufficient feedstocks
to produce up to 24 MMT of SAF per year. 56 However, Post ascertains that India will likely need to balance SAF feedstock
needs against its 2G ethanol production aspirations, and that the immense costs involved in decarbonizing India’s aviation
sector will constrain growth in the near term.
(Source: https://pib.gov.in/PressReleaseIframePage.aspx?PRID=1985235)

II. Overview of Skill Development in India

Steps taken by the Government to promote Skill Development & Entrepreneurship across the country.

India’s Skill India Mission (SIM), the Ministry of Skill Development and Entrepreneurship (MSDE) delivers skill, re-skill
and up-skill training through an extensive network of skill development centres/colleges/institutes etc. under various schemes,
viz. Pradhan Mantri Kaushal Vikas Yojana (PMKVY), Jan Shikshan Sansthan (JSS), National Apprenticeship Promotion
Scheme (NAPS) and Craftsman Training Scheme (CTS) through Industrial Training Institutes (ITIs), to all the sections of
the society across the country. The SIM aims at enabling youth of India to get future ready & industry ready skills. In addition,
the training is also provided through the National Institute for Entrepreneurship and Small Business Development
(NIESBUD), the Indian Institute of Entrepreneurship (IIE), National Skill Training Institutes(NSTIs), and Training Centers
registered on the Skill India Digital (SID) platform. The brief of these schemes are as under:

• Pradhan Mantri Kaushal Vikas Yojana (PMKVY)

PMKVY Scheme is for imparting skill development training through Short-Term Training (STT) and Up-skilling and
Re-skilling through Recognition of Prior Learning (RPL) to youth across the country including rural areas.

• Jan Shikshan Sansthan (JSS) Scheme

The main target of the JSS is to impart vocational skills to the non-literates, neo-literates and the persons having
rudimentary level of education and school dropouts upto 12th standard in the age group of 15-45 years, with due age
relaxation in case of “Divyangjan” and other deserving cases. Priority is given to Women, SC, ST, OBC and Minorities
in the rural areas and urban low-income areas.

• National Apprenticeship Promotion Scheme (NAPS)

This Scheme is for promoting apprenticeship training and increasing the engagement of apprentices by providing
financial support to industrial establishments undertaking apprenticeship programme under the Apprentices Act, 1961.
Training consists of Basic Training and On-the-Job Training / Practical Training at workplace in the industry. A total of
42453 establishments engaged the apprentices across the country.

• Craftsmen Training Scheme (CTS)

This scheme provides long-term training through Industrial Training Institutes (ITIs) across the country. The ITIs offer
a range of vocational/skill training courses covering a large number of economic sectors with an objective to provide
skilled workforce to the industry as well as self-employment of youth.

The details of the skilling network across the country as follows

Name of Scheme Name of the Training Center Total No.
PMKVY Training centres including PMKK’s 2640
JSS JSS centers 288
NAPS Establishments 49927 (*42453)
CTS ITI 15016
*out of 49927, 42453 unique establishments engaged apprentices

Apart from MSDE, more than 20 Central Ministries are implementing Skilling/ Upskilling training programmes through
various schemes, such as Deen Dayal Upadhyaya Grameen Kaushalya Yojana (DDU-GKY), the Rural Self

92
 Employment Training Institutes (RSETI) under Ministry of Rural Development, Deen Dayal Antyodaya Yojana –
National Urban Livelihood Mission (NULM) under Ministry of Housing and Urban Affairs etc.
(Source: https://pib.gov.in/PressReleaseIframePage.aspx?PRID=1985235)

Details of trained candidates and financial outlay under MSDE’s schemes across the country is given as under:

Name of Scheme Number of Trained Candidates

PMKVY (Since inception to October, 2023) 1,40,22,926
JSS (Since 2018-19 to October, 2023) 21,74,056
NAPS(Since 2018-19 to October, 2023) 25,48,023
CTS (ITI) (2018-19 to 2022-23) 65,10,839

Details of funds released under PMKVY and JSS Schemes of MSDE are as under:

Name of Scheme Fund Released (Rs. In Crore)

PMKVY (Since inception to October, 2023) 10441.32
JSS (Since 2018-19 to September, 2023 654
NAPS (Since 2018-19 to October, 2023) 1071.85

III. Overview Carbon Credit

A. Global Carbon Credit Market

The global carbon credit market traded value was US$978.56 billion in 2022. The market is expected to reach US$2.68
trillion by 2028. at a CAGR of 18.23% during the forecast period of 2023-2028.

The Global Carbon Credit Market (US$ billion)

3000 2680
2500
2000
1500 1160 +18.3%
979
1000
500
0
FY 2022 FY 2023 FY 2028 (P)

B. Carbon market in India

India is currently in the process of developing a regulated Cap and Trade emission trading market, which will restrict
trade of ‘carbon credits certificates’ among the obligated businesses, following the practices of similar operational
markets in other parts of the world. However, India is also developing its offset markets for voluntary participation
and is in the process of established requisite registry and MVR modalities in line with international standards. This
will give more credibility to the market and generate trust.

India’s international climate commitments include a reduction goal in greenhouse gas (GHG) emission intensity of
GDP by 33-35% until 2030 (compared to 2005 levels) and a target to increase the share of non-fossil fuel energy
sources to 40% by 2030. By creating a market for carbon credits, the government incentivizes emission reductions
and encourages the adoption of cleaner technologies and practices

National framework will be established with an objective to decarbonise the Indian economy by pricing the Green
House Gas (GHG) emission through trading of the Carbon Credit Certificates. Bureau of Energy Efficiency, Ministry
of Power, along with Ministry of Environment, Forest & Climate Change are developing the Carbon Credit Trading
Scheme for this purpose.

93
 As India currently has an energy savings-based market mechanism, the new avatar Carbon Credit Trading Scheme
will enhance the energy transition efforts with an increased scope that will cover the potential energy sectors in India.
For these sectors, GHG emissions intensity benchmark and targets will be developed, which will be aligned with
India’s emissions trajectory as per climate goals. The trading of carbon credits will take place based on the
performance against these sectoral trajectories. Further, it is envisaged that there will be a development of a voluntary
mechanism concurrently, to encourage GHG reduction from non-obligated sectors.

“The ICM will enable the creation of a competitive market that can provide incentives to climate actors to adopt low-
cost options by attracting technology and finance towards sustainable projects that generate carbon credits. It can be
a vehicle for mobilizing a significant portion of investments required by Indian economy to transition toward low-
carbon pathways,” said Shri Abhay Bakre, DG BEE. He further added that this consultation will give specific guidance
for developing MRV process and define eligibility criteria for Accredited Carbon Verifiers (ACVs).

The ICM will develop methodologies for estimation of carbon emissions reductions and removals from various
registered projects, and stipulate the required validation, registration, verification, and issuance processes to
operationalize the scheme. Monitoring, Reporting, Verification (MRV) guidelines for the emissions scheme will also
be developed after consultation. A comprehensive institutional and governance structure will be setup with specific
roles of each party involved in the execution of ICM. Capacity building of all entities will be undertaken for up-
skilling in the subject matter.

The ICM will mobilize new mitigation opportunities through demand for emission credits by private and public
entities. A well-designed, competitive carbon market mechanism would enable the reduction of GHG emissions at
the least cost, both at the level of entity, as well as the overall sector and drive faster adoption of clean technologies,
in a growing economy like India.

India has been at the forefront of climate action to meet the climate goals through its ambitious Nationally Determined
Contributions (NDC). To facilitate the achievement of India’s enhanced climate targets and to meet the future goals,
the government is developing the ICM. By accelerating the transition to a low carbon economy, the ICM will facilitate
achieve the NDC goal of reducing Emissions Intensity of the GDP by 45 percent by 2030 against 2005 levels.

CBAM

Carbon Border Adjustment Mechanism (CBAM) developed by European Union (EU), requires to report on Carbon
Footprint for the products being imported in EU. Iron & Steel, Cement, Aluminum, Fertilizers exports have been
identified for reporting in the initial phase. These sectors exports to EU accounts for around US$ 8 Billion.

C. Growth Drivers
• Increasing regulatory and stakeholder pressure on global corporations to lower emissions. These trends are
driving demand for carbon credits
• According to a report by the Energy & Climate Intelligence Unit and Oxford Net-Zero, 21% of world's largest
public companies have committed to a Net-Zero target. Increase in adoption of Net-Zero targets are also
contributing to the market growth.
• Increasing the nationally determined contributions (NDC) net-zero targets of countries are also expected to
further contribute to the demand for carbon credit.
• The emergence of carbon credit rating agencies would help to address one of the biggest hurdles inthe VCM-
the ability of market actors to assess "quality
(Source: https://pib.gov.in/PressReleasePage.aspx?PRID=1923458 and EKI Energy Services Limited investor )

IV. National Infrastructure in pipeline NIP: Sector-wise summary

The total capital expenditure in infrastructure sectors in India during fiscals 2020 to 2025 is projected at ~Rs. 111 lakh
crore.

Sector-wise break-up of NIP

94
Ministry/ department FY20 FY21 FY22 FY23 FY24 FY25 No FY20-
phasing FY25
Energy
Power 164,140 225,551 221,734 223,487 225,236 211,002 139,279 1,410,428
Renewable energy 30,500 151,000 144,000 170,000 217,000 217,000 0 929,500
Atomic energy 11,635 21,462 28,324 33,124 32,674 28,284 0 155,503
Petroleum and natural gas 27,332 43,510 48,314 41,523 22,858 10,535 499 194,572
Total energy 233,607 441,522 442,372 468,134 497,768 466,821 139,778 2,690,003
Roads
Roads 332,559 383,283 356,966 252,780 240,761 332,659 134,815 2,033,823
Total roads 332,559 383,283 356,966 252,780 240,761 332,659 134,815 2,033,823
Railways
Railways 133,387 262,465 308,800 273,831 221,209 167,870 0 1,367,563
Total railways 133,387 262,465 308,800 273,831 221,209 167,870 0 1,367,563
Ports
Ports 13,357 18,104 20,649 15,863 7,724 10,002 35,495 121,194
Total ports 13,357 18,104 20,649 15,863 7,724 10,002 35,495 121,194
Airports
Airports 18,667 21,655 24,820 21,334 25,386 5,141 26,445 143,448
Total airports 18,667 21,655 24,820 21,334 25,386 5,141 26,445 143,448
Urban
Atal Mission for 298,174 462,208 404,134 234,858 217,164 159,862 142,867 1,919,267
Rejuvenation and Urban
Transformation, Smart
Cities, MRTS, Affordable
Housing, Jal Jeevan Mission
Total Urban 298,174 462,208 404,134 234,858 217,164 159,862 142,867 1,919,267

Ministry/ FY20 FY21 FY22 FY23 FY24 FY25 No FY20-FY25

Department phasing
Digital communication
Digital 78,356 61,847 54,538 38,719 38,119 38,093 0 309,672
communication
Total digital 78,356 61,847 54,538 38,719 38,119 38,093 0 309,672
communication
Irrigation
Irrigation 114,463 200,615 175,669 137,358 115,281 70,474 80,612 894,473
Total irrigation 114,463 200,615 175,669 137,358 115,281 70,474 80,612 894,473
Rural infrastructure
Rural infrastructure 103,555 116,306 109,930 27,055 27,055 27,055 0 410,955
Water and sanitation 36,758 60,497 100,881 84,822 80,002 0 0 362,960
Total rural 140,313 176,803 210,811 111,877 107,057 27,055 0 773,915
infrastructure
Agriculture and food processing infrastructure
Agriculture infrastructure 3,109 3,376 3,423 1,850 1,176 649 148,889 162,472
Food processing 461 519 203 73 0 0 0 1,255
industries
Food and public 0 0 0 0 0 0 5,000 5,000
distribution
Total agriculture and 3,570 3,895 3,626 1,923 1,176 649 153,889 168,727
food processing
infrastructure
Social infrastructure
Higher education 20,412 27,922 34,570 29,567 27,406 12,285 23,566 175,729
School education 5,053 7,132 7,077 6,398 6,569 5,562 0 37,791
Health and family 28,719 40,132 39,914 16,096 9,756 6,544 9,858 151,019
welfare
Sports 1,320 1,547 1,424 1,389 1,220 840 1,328 9,069

95
Tourism 1,104 1,581 2,059 1,863 1,196 715 11,259 19,777
Total social 56,608 78,315 85,044 55,314 46,147 25,945 46,012 393,386
infrastructure
Industrial infrastructure
Industries and internal 17,412 40,676 42,558 33,529 22,731 10,520 139,306 306,732
trade
Steel 1,658 2,390 2,287 1,600 290 0 0 8,225
Total industrial 19,070 43,066 44,845 35,129 23,021 10,520 139,306 314,957
infrastructure
Total 1,442,131 2,153,7 2,132,27 1,647,122 1,540,8 1,315,091 899,218 11,130,4
79 4 13 28

During the fiscals 2020 to 2025, sectors such as energy (24%), roads (18%), urban (17%) and railways (12%) amount to
~71% of the projected infrastructure investments in India.

Sector-wise break-up of capital expenditure of Rs 111 lakh crore during fiscals 2020-2025
4% 3%
2% 17%
7%
1%
1%
8%

3% 12%

18%
24%
Urban Airports
Ports Railways
Roads Energy
Digital infra Irrigation
Rural infrastructure Agriculture & food processing infrastructure

Share of Centre, state and private sector in NIP implementation

The Centre (39%) and state (40%) are expected to have almost equal share in implementing the NIP in India, followed by
the private sector (21%).

Share of Centre, state and private sector in the NIP

Private
21%

Centre
39%

State
40%

96
 Out of the total NIP of Rs 111 lakh crore, Rs 44 lakh crore (40%) worth of projects are under implementation, Rs 34 lakh
crore (30%) worth of projects are at the conceptualisation stage, and Rs 22 lakh crore (20%) worth of projects are under
development. Information regarding project stage are unavailable for projects worth Rs 11 lakh crore(10%). It is expected
that greater clarity will be available in the next few months on these and updated in the subsequent NIP publications

Stage of implementation
Uncategorised
10%

Under Implementation
40%
At Conceptual Stage
30%

Under Development
20%

Source: Report of the Task Force Department of Economic Affairs Ministry of Finance Government of India Volume 1 on
National Infrastructure Pipeline

V. Banking and Financial Services Industry (BFSI)

i. Value of Deposits held by various banks

Value of Deposits held by various banks (Cr.)

18864738
20000000
17027085
18000000

16000000 15468308

14000000
11709581
12000000 10717362
9900765
10000000

8000000 6299332
5464242
6000000 4791277
4000000
855825
845482
2000000 776266
0
Public Sector Bank Private Banks Foreign Banks Total

2021 2022 2023

97
 ii. Bank Deposit Growth

Bank Deposit Growth Continues to Rise (y-o-y %)

164.70 169.60 170.30 177.30 180.40 191.60 192.80 200.80 202.00 204.2
250.00 16.0%
13.0% 13.2% 13.7%
13.2% 13.1% 14.0%
200.00 9.8% 9.2% 9.6%
8.9% 9.2% 12.0%
150.00 10.0%
8.0%
100.00 6.0%
4.0%
50.00
2.0%
0.00 0.0%

Bank deposit Bank dposit Growth

Deposits rising at 13.7% y-o-y for the fortnight (reported March 08, 2024), and sequentially increased by 1.1%.
Without considering the merger, growth was 13.1%. Meanwhile, in absolute terms, deposits expanded by Rs. 24.6
lakh crore over the last 12 months and reached Rs. 204.6 lakh crore as of March 08, 2024

The Short-term Weighted Average Call Rate (WACR) stood at 6.52% as of March 15, 2024, compared to 6.42% on
March 17, 2023, due to liquidity and pressure on short-term rates, also the rate is moving closer towards repo rate.
iii. Bank Credit Growth Continues to Remain Elevated

TOP 20 BANKS VALUE GROWTH

Value Growth Growth

120000.00 25%
98356.70
100000.00
20%

80000.00 63335.11 20%

15%
60000.00
13% 10%
40000.00

5%
20000.00

0.00 0%
2021 to2022 2022 to 2023
Value Growth 63335.11 98356.70
Growth 13% 20%

The credit growth during FY 2021-2022 stood at 13% which further increased to 20% during FY 2022-2023.

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 Bank Credit Growth Trend (y-o-y %, Rs. Lakh crore)
118.90 123.80 126.30 133.00 136.80 143.90 151.50 159.60 162.10 163.10
180.00 25%
20% 21% 20%
160.00 20%
15% 16% 20%
140.00 15%
15% 16%
120.00 10%
15%
100.00
80.00
10%
60.00
40.00 5%
20.00
0.00 0%

Bank Credit Bank Credit Growth

Credit offtake increased by 20.4% y-o-y and 0.7% sequentially for the fortnight ended March 08, 2024. Excluding the
impact of the merger, the growth stood at 16.5% y-o-y for the fortnight, which is above last year’s growth rate of 15.7%.
This growth continues to be primarily driven by continued demand for personal loans.

The outlook for bank credit offtake continues to remain positive, supported by factors such as economic expansion and
a continued push for retail credit.

iv. Trend of Credit as % of Deposit

Trend of Credit as a % of Deposit

90 83.33 85.19
82.01
80 70.74 71.10
66.78 65.72 68.04
70 64.11
55.06 57.37
60 54.21
50
40
30
20
10
0
2021 2022 2023
Public Sector Private Sector Foregion Sector Average

Source: IBA and RBI

It can be observed that average credit as a percentage of deposit increased from 66.78% to 68.04 and further to
71.10% during FY 2021-2022 and FY 2022-2023 respectively
(Source: Care Edge Report and CMIE)

v. Overview of Food Processing Industries (MoFPI)

Ministry of Food Processing Industries (MoFPI) implementation of the Central Sector Scheme, namely, Pradhan Mantri
Kisan Sampada Yojana (PMKSY) across the country helps in creation of modern infrastructure with efficient supply
chain management from farm gate to retail outlet for promotion, overall development and growth of Food Processing

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 Industries, through creation of employment opportunities, reducing wastage of agricultural produce, increasing the
processing level and enhancing export of the processed foods. MoFPI is also implementing a Centrally Sponsored
Scheme- PM Formalisation of Micro Food Processing Enterprises Scheme (PMFME) for providing technical, financial
and business support for setting up/upgradation of 2 lakh Micro Food Processing Enterprises. As part of Atmanirbhar
Bharat Abhiyan, MoFPI is implementing a centrally sponsored PMFME scheme for providing financial, technical and
business support for setting up / upgradation of micro food processing enterprises in the country. The scheme is
operational for a period of five years from 2020-21 to 2024-25 with an outlay of Rs. 10,000 Crore. The scheme aims to
enhance the competitiveness of existing individual micro-enterprises in the unorganized segment of the food processing
industry and promote formalization of the sector. MoFPI has also launched the Production Linked Incentive scheme
(PLIS) for the period 2021-22 to 2026-27 to create global food champions and improving the visibility of Indian food
brands abroad. In order to enhance the investment in Food Processing Sector the following measures have been taken by
the MoFPI:

i. Exempting all the processed food items from the purview of licensing under the Industries (Development and
Regulation) Act, 1951.
ii. 100% Foreign Direct Investment (FDI) permitted through automatic route for food processing sector subject to
sectoral regulations.
iii. 100% Foreign Direct Investment, under Government approval route, for trading including through e-commerce, in
respect of food products manufactured or produced in India.
iv. Lower GST for raw and processed products; more than 71.7% food products under various chapter heads/sub-heads
are covered in lower tax slab of 0% & 5%.

Achievements under the schemes

a. Pradhan Mantri Kisan SAMPADA Yojana (PMKSY)

• Since Jan 2023, So far, a total of 184 projects have been approved under various component schemes of PMKSY
and a total of 110 projects have been completed resulting in processing & preservation capacity of 13.19 Lakh
MT. The approved projects, on their completion, are expected to leverage investment of Rs 3360 Crore
benefiting about 3.85 lakh farmers and are expected to result in more than 0.62 lakh direct/indirect employment.
• In all, so far, a total of 1401 projects have been approved under various component schemes of PMKSY, since
their respective dates of launch. Out of these, 832 projects have been completed resulting in processing &
preservation capacity of 218.43 Lakh MT. The approved projects, on their completion, are expected to leverage
investment of Rs 21217 Crore benefiting about 57 lakh farmers and are expected to result in more than 8.28 lakh
direct/indirect employment.
• PMKSY has made a significant positive impact in terms of increase in prices of the agricultural produce at farm
gate and reduction in its losses. NABCON's evaluation study report on cold chain projects showed that
completion of 70% of the approved projects has shown significant improvement in waste reduction up to 70%
in case of fisheries and 85% in case of dairy products.

b. Pradhan Mantri Micro Food Processing Industries Upgradation Scheme (PMFME)

• Under Atmanirbhar Abhiyaan, the Ministry of Food Processing Industries launched a Centrally Sponsored
Scheme named Pradhan Mantri Micro Food Processing Industries in June, 2020 to encourage 'Vocal for Local'
in the sector with a total outlay of Rs 10,000 crore in the period of 2020-2025 for this scheme.
• This is the first ever Government scheme for Micro Food Processing enterprises and is targeted to benefit 2 lakh
enterprises through credit linked subsidy and adopting the approach of One District One Product.
• Since Jan 2023, a total of 51,130 loans have been sanctioned under the credit linked subsidy component of the
PMFME scheme, which is highest achievement during any calendar year since launch of the scheme. An amount
of Rs 440.42 crore has been released as seed capital assistance to 1.35 Lakh Self Help Group (SHG) members.
4 Incubation Centers have been completed and inaugurated during the period providing product development
support to grass-root Micro Enterprises.
• Since the inception of the scheme, so far, a total of 65,094 loans have been sanctioned under the credit linked
subsidy component of the PMFME scheme to individual beneficiaries, Farmer Producer Organizations (FPOs),
Self Help Groups (SHGs) and Producer Cooperative Societies. An amount of Rs 771 crore has been released as
seed capital assistance to 2.3 Lakh Self Help Group (SHG) members.
• 76 Incubation Centers have been approved to be set up in ODOP processing lines and allied product lines with
an outlay of Rs 205.95 crore.

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 c. Production-Linked Incentive Scheme for Food Processing Industries (PLISFPI)

• In order to support creation of global food manufacturing champions commensurate with India’s natural resource
endowment and support Indian brands of food products in the international markets, Central Sector Scheme-
“Production Linked Incentive Scheme for Food Processing Industry (PLISFPI)” was approved by Union Cabinet
on 31.03.2021 with an outlay of Rs. 10,900 crore. The Scheme is being implemented over a six-year period
from 2021-22 to 2026-27.
• The components of the Scheme are- Incentivising manufacturing of four major food product segments viz.
Ready to Cook/ Ready to Eat (RTC/ RTE) foods including Millets based products, Processed Fruits &
Vegetables, Marine Products and Mozzarella Cheese (Category-I).
• The second component relates to production of Innovative/ Organic products of SMEs (Category-II).
• The third component relates to support for branding and marketing abroad (Category-III) to incentivise
emergence of strong Indian brands for in-store Branding, shelf space renting and marketing.
• From the savings under PLISFPI, a component for Production Linked Incentives Scheme for Millet Based
Products (PLISMBP) was also carved out from the scheme to encourage the use of Millets in RTC/RTE products
and incentivizing them under the PLI Scheme to promote its production, value addition and sale.
• On 10.08.2023, the proposal of the Ministry has been approved for inviting EoI for manufacture of Millet-based
products (Millets 2.0) with an outlay of Rs. 1000 Crore arising out of the savings from the other segments.
• A total of 176 proposals under different categories of Product Linked Incentive scheme for Food Processing
sector (PLISFPI) have been approved so far. The scheme was likely to lead to investment of Rs 7722 Crore,
increase in processed food sales turnover worth Rs 1.20 Lakh Crore and generate employment opportunities of
2.50 Lakh. With Incentives of Rs. 584.30 Crore released till date to the supported companies under the scheme,
processed food sales turnover of about Rs 2.01 Lakh Crore, investment of Rs 7099 Crore and 2.36 Lakh
employment generation has already been achieved through supported projects.

d. Activities/Achievements as part of “International Year of Millets

• 30 companies, including 22 MSMEs, are involved in the promotion of Millet based products under PLISMBP.
The scheme envisages the use of a minimum of 15% millet content in the approved food products.
• 30 Millet based proposals for Production linked Incentive with an outlay of Rs 800 Crore, which includes
proposals from 8 large entities and 22 MSMEs, have been approved under PLISFPI.
• So far, a total of 1825 loan have been sanctioned amounting Rs. 91.08 Crore for individual millet processing
units from various states under PMFME scheme.
• In addition, Ministry has identified 19 districts with Millet Products as One District One Product (ODOP) under
its PMFME scheme and has approved 3 Marketing & Branding proposals for Millet Products. Also, 17
incubation centres have been approved in 10 states having Millet Processing lines.
Source: https://pib.gov.in/PressReleaseIframePage.aspx?PRID=1991108

vi. Overview Solid Waste Management Sector in India

The solid waste management sector in India has witnessed significant growth in recent years due to the government’s
push towards cleanliness and sanitation. Increasing population and rapid urbanization have resulted in a substantial
increase in the amount of waste generated, leading to the need for efficient and sustainable waste management practices.
The government’s Swachh Bharat Abhiyan (Clean India Mission) has provided a boost to the sector, resulting in a surge
in demand for waste management solutions. The market for solid waste management in India is expected to grow at a
CAGR of 7.5% during the forecast period (2021-2026), driven by factors such as increasing urbanization, rising
awareness of waste management, and growing investments in waste management infrastructure.

Market Overview

Due to rapid urbanization, economic growth and higher rates of urban consumption, India is among the world’s top 10
countries generating municipal solid waste (MSW). According to a report by The Energy and Resources Institute
(TERI), India generates over 62 million tons (MT) of waste in a year. Only 43 MT of total waste generated gets
collected, with 12 MT being treated before disposal, and the remaining 31 MT simply discarded in wasteyards. Most
of the waste generated remains untreated and even unaccounted for. Inadequate waste collection, transport, treatment,
and disposal have become major causes for environmental and public health concerns in the country.

The market for solid waste management in India can be segmented into various categories, such as collection,
transportation, treatment, and disposal. The collection and transportation segments account for the largest share of the
market due to the lack of proper collection and transportation infrastructure. The treatment and disposal segments are

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 expected to witness significant growth during the forecast period due to the increasing focus on sustainable waste
management practices.

India currently generates approximately 1.45 Lakh metric tonnes of solid waste, 35% of which is dry waste. Municipal
Solid Waste (MSW) in India primarily consists of biodegradable (wet), non-biodegradable (recyclable and non-
recyclable - dry), sanitary/ domestic hazardous waste and inert fractions. Its typical composition is shown below:

• Biodegradable waste 50%

• Non-Biodegradable waste 35%
• Inert Fractions 10%
• Others 5%
(Source: DHRP Urban Enviro)

Wet waste, also known as organic waste or biodegradable waste includes kitchen waste, market wastes (vegetables, meat,
fruits and flowers), horticultural wastes and such similar waste. As shown above, it is 50% of MSW. Overall Solid Waste
Management Status The total quantity of Solid waste generated in the country is 160038.9 TPD of which 152749.5 TPD of
waste is collected at a collection efficiency of 95.4%. 79956.3 TPD (50 %) of waste is treated and 29427.2 (18.4%) TPD is
landfilled. 50655.4 TPD which is 31.7 % of the total waste generated remains un-accounted.

Swachh Bharat Mission (SBM-U) 2.0 has been launched on October 1, 2021 for a period of five years, up to October 1, 2026,
with a vision of achieving Garbage Free Status for all cities through 100% source segregation, door to door collection and
scientific management of all fractions of waste, including safe disposal in scientific landfills. It is also aimed at remediation
of all legacy dumpsites and converting them into green zones. As on date, out of total waste generated i.e. 1,52,245 MT/D, a
total of 1,14,183 MT/D (75%) of waste is processed.

In order to achieve the objective of ‘Garbage Free’ Cities, the total Municipal Solid Waste treatment capacity proposed under
SBM-U 2.0 is estimated as under:

Sr. No. Type of MSW plant Qty, TPD

1 Compost Plants 30,700
2 Biomethanation Plants 15,100
3 MRF-cum-RDF Plants 45,200
4 Waste-to-Electricity (WtE) (RDF based) Plants 9,700

(Source: https://pib.gov.in/PressReleasePage.aspx?PRID=1910103)

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 OUR BUSINESS

OVERVIEW

Corporate History

MITCON Consultancy and Engineering Services Limited (hereinafter referred to as “MITCON”) incorporated in April 16, 1982,
under the provisions of Companies Act 1953. Our Company was originally incorporated as Maharashtra Industrial and Technical
Consultancy Organisation Limited pursuant to a Certificate of Incorporation dated April 16, 1982 issued by the Registrar of
Companies, Bombay, Maharashtra. Our Company received the Certificate of Commencement of Business dated December 4, 1982
from the Registrar of Companies, Bombay, Maharashtra.

The name of our Company was changed to MITCON Consultancy Services Limited pursuant to a Fresh Certificate of Incorporation
Consequent to Change of Name dated September 7, 2000 issued by the RoC. The change in name of our Company was undertaken
to adequately reflect the range of services intended to be provided by our Company in the field of consultancy and ancillary sectors.

The name of our Company was further changed to MITCON Consultancy & Engineering Services Limited and a Fresh Certificate
of Incorporation Consequent upon Change of Name dated October 15, 2010 was issued by the RoC.

About the company

MITCON is an ISO 9001:2015 certified Technical Consulting Organization (TCO) offering Concept to Commissioning solutions
for various businesses for last 40+ Years. MITCON has got an experience in multiple industry verticals include Energy Transition,
Renewables, Biofuels, Green Chemistry, Skill Development, Environment Management and Engineering, Business Advisory
Services. We are headquartered at Pune and have presence across the country through our regional offices at Mumbai, Delhi,
Ahmedabad, , Bengaluru, Nanded, Raipur and Nagpur.

We operate as a professionally managed company with our Board comprising of Executive Directors, Non-Executive Directors,
Women Director and Independent Directors. Over the last four decades, we have gained proficiency in providing corporate solutions
in power, energy efficiency, renewable energy, climate change and environmental management sectors. Over the years, we have
diversified into providing services to banking, infrastructure and biotechnology sectors. We provide solutions to our clients
depending on their requirements inter alia including feasibility studies, detailed project reports, techno economic feasibility reports,
financial syndication, lender’s engineer services, EIA, basic and detailed engineering, bid process management, project
management, cluster development, technical/ financial restructuring, energy audits, corporate debt restructuring, due diligence,
qualitative and market research, assets/ business valuation and consultation services in wind power project. We also conduct IT
based training courses and skill based training programs.

In addition, MITCON considers the Sustainable Development Goals (SDGs) an important initiative for realizing a sustainable
society and improving people’s Quality of Life (QoL). Thus, MITCON is carrying out its Engineering and Consultancy Services
which cater ESG Reporting, Sustainability Reporting, Climate Change Mitigation & Adaptation, Carbon Neutrality & Net Zero,
Carbon Credits & Trading to achieve UN’s Sustainable Development Goals. Also, we ensure our work towards the project we
execute too are contributing towards major SDGs.

MITCON has successfully completed 18000+ Consulting Assignments across 50+ Countries in Asia, Middle East, and African
Markets and have trained more than 25 Lakh individuals under various Government & Non-Government Skill Development &
Entrepreneurship Programs with record 75% placements. MITCON has also successfully completed 25000+ studies this Markets.

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Our Corporate Structure

The MITCON Group of Companies’ corporate structure as on 31st December, 2023 is as follows:

Our Services
We provide Consultancy and Engineering Services to various sectors through our following business divisions:

A) Consultancy & Training:

MITCON offers technical, financial, engineering and project management consultancy services from concept to
commissioning, to decentralized, standalone power/ co-generation power projects, based on renewable and fossil fuels. Under
this segment MITCON is offering the below services.

1) Environment Management and Engineering Services (EME Division):

a. Environment Consultancy:
Environmental Management & Engineering Division (EME) provides expert consultancy services for varied matrix
of services in the field of environmental management. Thus, EME division partners with an organization in their
efforts of achieving sustainable business model. Environment division is a full-service environmental consulting &
engineering firm. Also, MITCON provides expertise in regulatory compliance, permitting, technical services, & the
development of environmental programs.

Our primary service includes obtaining environmental clearance (in accordance with the Environment Impact
Assessment Notification, 2006) from the Ministry of Environment and Forest (MoEF) as well as from the State
Environmental Impact Assessment Authority and NOC/consent from Pollution Control Board.

Our other services include:

• Baseline Environmental Monitoring

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 • Environmental Impact Assessment (EIA)
• Environmental Social Impact Assessment (ESIA)
• Environment Management Plan (EMP)
• Environmental Clearance (EC)
• Environmental Due Diligence

b. Laboratory Services:
EME division of MITCON also provides like Air Quality Monitoring, Noise Level Monitoring, Water Quality
Analysis, Illumination Survey, Compost & Fertilizer, Soil & Sludge Analysis, Food Testing etc. other Miscellaneous
Services includes Bio-Assay Test, PAH, Pesticides, VOC, Dioxins & Furans, etc. analysis, Oil testing, Lead &
Asbestos Containing Material (ACM) Survey, Solid Waste Characterization, Municipal Solid Waste Analysis,
Hazardous Waste Analysis.

c. Waste Management Services:

The EME division of MITCON is actively involved in providing comprehensive Solid Waste and Liquid Waste
management services. This includes Municipal and Industrial Solid Waste Management, Electronic Waste
management, Plastic Waste management, Collection and Transportation services, Landfill management, Bio-mining,
Waste to Energy solutions, Composting services, and Recycling initiatives. Additionally, the division also offers
Liquid Waste management services, covering Effluent Treatment Plants (ETP), Sewage Treatment Plants (STP), and
Common Effluent Treatment Plants (CETP).

2) Business Financial Advisory (BFA Division):

Financial Services encompass a diverse array of professionals, including certified financial planners, wealth managers,
investment advisors, and certified public accountants, all dedicated to guiding the customers towards their financial goals
with expertise and precision.

Our Financial Advisory team offers comprehensive solutions tailored as per needs, empowering to seize opportunities
and safeguard assets through mergers & acquisitions and restructuring.

We offer services including preparation of Detailed Project Reports (DPR) and conduct Appraisal Techno Economic
Viability (TEV) studies, technical/ financial and corporate debt restructuring, loan syndication, lender’s engineer services,
assets and business valuation, Pre-feasibility studies, market assessment, go-to market strategies, techno economic
viability reports, Lender Engineer Services, Owner Engineer Services for various industrial and service sector clients,
etc. We also provide services of conducting market research, comprising industrial, consumer and social research.

One of the most recent developments in the financial counselling market is to cater exclusively to the demands of banks
and lending institutions, government organizations, and large corporations, for which we have been appointed as their
technical financial adviser. Services include a techno-economic viability study (TEVR), a detailed project report (DPR),
a study for a greenfield project, project expansion, and debt restructure / resolution strategies. Lenders’ Independent
Engineers’ (LIE) Services, Project Cost Vetting, Traffic Study for Highway Projects, Monitoring Agency for Specialized
Monitoring Per IBA.

3) Skill Development Division:

MITCON Skills and Training is a leading education provider in all fields of Entrepreneurship, Vocational Training and
Skill Development. Our team of professionals brings in their experience and expertise to regularly develop industry-
oriented courses and update the curriculum as per the industry requirements. Our training programmes are focused
towards skill building and imparting knowledge.

MITCON conducts various entrepreneurship development programs sponsored by various government departments, such
as Department of Industries, Government of Maharashtra, Department of Science and Technology (DST), Government
of India and Ministry of Food Processing Industry, Government of India, Solar courses under SURYA MITRA, Electric

105
 Vehicle courses. We also conduct fee-based vocational training programs.

This technology based training programs are designed to cater the needs of multiple industries and are targeted towards
enthusiasts of all age groups.

Under the Skill Development division, MITCON aims towards empowering the youth with skills and trainings necessary
for employment opportunities. Advanced skillset helps students in achieving their professional goals. Not only the best
possible training and hands-on experience but sincere assistance in placements is also a priority at MITCON Skills.

MITCON’s consistent efforts to create a skilled human resource for the nation are recognized by prestigious awards and
association with the government and other reputed institutions.
MITCON Skills and Training is a leading education provider in all fields of training. A team of professionals brings in
their valuable experience and expertise to regularly develop industry-oriented courses and update the curriculum as per
the industry requirements.

Strengths
▪ Expert and experienced trainer
▪ State-of-the-art computer labs
▪ Convenient classes and a flexible schedule
▪ Industry-oriented courses’ content
▪ Online, Offline, or Hybrid Learning Options
▪ Practical-oriented approach
▪ Project-based learning

4) Carbon Credit Division:

MITCONs Climate Change and Sustainability (CCS) Division assists businesses in understanding the risks and
opportunities associated with inevitable climate change caused by rising global warming temperatures. At MITCON
CCS, we assist businesses to decarbonize and address their sustainability issues.

We provide services such as preparation of Greenhouse Gas (GHG) inventories, developing carbon neutral strategies and
implementation support, preparation of Sustainability Report as per GRI, SASB, TCFD, TNFD frameworks and
conducting product life cycle assessments. In addition, we develop Carbon Credit projects for our clients and provide
them with the opportunity to commercialize the generated Carbon Credit, thereby increasing the viability of Low Carbon
projects.

i) Services provided by the division:

a) Carbon Footprint Assessment including Energy Audits
b) Product Carbon Footprint and Carbon Border Adjustment Mechanism (CBAM) Reporting
c) Life Cycle Assessment of Product
d) Sustainability Reporting as per GRI, SASB, TCFD, TNFD frameworks
e) Ecovadis Consultancy
f) Development of Carbon Neutral Strategies and Implementation Support
g) Development of Carbon Credit Projects
h) Arrangement of Sale of Carbon Credit Projects Between Seller and Buyer

ii) Unique features of carbon Climate Change and Sustainability division:

We provide one stop solution to our clients need, from measuring their carbon footprint, managing the footprint
and providing them mitigation arrangements.

5) Biofuels and Green Chemistry Division:

MITCON’s Energy Transition team currently plays a key advisory role in delivering green fuel based projects to the
industry. Clients benefit in terms of significant reduction in overall carbon footprint. MITCON encourages the energy
transition towards alternative and green fuels like green H2, Ethanol, Biogas, Biodiesel, etc.

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For the past 25+ years, MITOCN’s Biofuels and Green Chemistry Division has provided complete Front End Engineering
& Designing (FEED) of projects in this area. The services range from concept to commissioning including basic and
detailed engineering for bio-ethanol, Sugar mill, Sugar refineries, co-generation power projects based on coal, bagasse,
biomass, etc.

We shall be expanding our consultancy and engineering portfolio in the sustainable environment sector. This revolves
around green chemistry. Our focus will be on developing technologies for producing chemicals from renewal and bio-
based raw materials, thus, providing alternative sustainable production technologies to fossil fuel based production. This
will help in reducing the carbon footprint.

The key highlights of this activity are as follows –

Overall Business drivers

• Awareness about CO2 & GHG emissions
• Energy transition to cleaner fuels (H2; MeOH; SAF; DME)
• Net zero strategy being implemented
• Alternatives to small scale ethanol plants

MITCON’s Business interests

• Carbon capture, utilization and sequestration projects
• To be a Technology licensor and PMC for bio-fuels and green chemistry projects.
• Circularity and waste valorization theme based projects.
• Alternative bio-based technologies to produce mainstream chemicals.

Technologies of interest

Bio-fuels E-fuels Waste Valorization Green chemicals

(carbon sequestration)
· Bio-ether/ Bio-diesel · CO2 based · Bio-char plants · Organic acids
· Bio-ethanol Methanol · Bio-electrolyzer for · Bio-polymers
· SAF green H2

Short Description of technologies

CO2 to Methanol project

Pure CO2 shall be converted into methanol. Methanol has many uses. It is a base solvent, used as a marine fuel and also
can be upgraded to SAF. Apart from getting value added product, this project shall also generate carbon credits as
industrial CO2 shall be utilized for this purpose. Initially, pure CO2 producing industries like distillery.

Bio-char:
MITCON plans to engineer a bio-char plant in-house. The capacity of this plant shall be to process 5 Tons of biomass
per shift. This plant shall be procured from local vendors and installed at a demo site.
The major milestones are:
a) Engineering
b) Manufacturer & installation
c) Commissioning

Pilot Plant- Fermentation:

It is proposed to set-up a multi-purpose fermentation pilot plant, which shall be capable to handle different processes
like:

107
 a) Citric acid
b) Succinic acid
c) Lactic acid

The different bio-catalyst and operating conditions required for above products shall be optimized in this pilot plant.
The Proof of Concepts (POC) to produce above organic acids and their commercial viabilities shall be established. This
will then become the basis of scale up to commercial scale technology.

The major milestones are:

a) Literature survey and research
b) Procurement of biological consortia
c) Procurement of equipment for pilot plants
d) Baseline establishment and scale up.

Sustainable Aviation fuel (SAF)

a) Literature survey, conceptual design
b) Survey of available lab-scale and pilot setup
c) Experimentation and Data collection
d) Develop basic designs and engineering
e) Techno-economic viability
f) Basic engineering package

B) Projects Services

Since 1994, Solar segment of our Company is one of India's top leading comprehensive solar energy solutions provider -
Concept to Commissioning. We assist clients with advisory or project management roles with comprehensive tailor-made
service to meet client demands. .

We offer a newer approach to the traditional EPC business model to serve a new era in the power generation industry by
providing a flexible and comprehensive suite of services for utility-scale and distributed generation renewable energy projects,
energy storage and integrated solutions ranging from construction only to turnkey EPC.

MITCON has been providing Engineering, Consultation & Project Management Services Committed to reduce the lifetime cost
of energy, ensuring longer system life & high long-term performance. 2017 onwards we extended to Solar EPC with accelerated
expansion plans. The company has a monumental portfolio of 5000+ MWp of renewable Energy.

Other services provided under this division are as follows:

▪ Soil Investigation including Geotech & ERT test

▪ Contour survey & preparation of contour Map
▪ Preparation of plant layout
▪ Civil and structure design drawings
▪ AC & DC Single Line Diagrams (SLD)
▪ DC electrical design drawings
▪ AC electrical design drawings
▪ Instrumentation design drawings
▪ Electrical major layouts
▪ Erection key drawings including cable trench, earthing, LA layout etc.
▪ Foundation drawings
▪ Design of drainage system as per site condition
▪ Design of module cleaning system with water storage

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C) Wind & Solar Projects:
Our Business engaged in the development, implementation, and management of renewable energy projects, with a particular
emphasis on wind and solar energy. The range of services offered including project feasibility studies, site selection, design,
engineering, procurement, construction, and commissioning of renewable energy systems.

a. Solar Power Generation Projects

Solar energy represents the future of power generation, it is an option for sustainable, green electricity. It has become an
accessible means for generating electricity in residential properties, but also a resource to generate a part of a country’s
power supply. We provide a range of solutions for engineering consultancy to meet the needs of the client. Our services
include DPR, TEV, Designs, Transaction Advisory, and EPC. We also help with Turnkey projects for our clients. Captive
Open Access for renewable energy is an innovative solution that provides power during periods where it is most needed;
increasing power security and lowering the cost of power supply. MITCON has Solar park through which the solar energy
is been generated.

MITCON Solar Park:

A Solar Park is large chunk of land developed with common infrastructure facilities like transmission infrastructure, road,
water, drainage, communication network etc. with all statutory clearances. Thus, the solar power consumer can set up solar
projects hassle-free.

The Solar Parks provide suitable developed land with all clearances, transmission system, water access, road connectivity,
communication network, etc. The scheme facilitates and speed up installation of grid connected solar power projects for
electricity generation on a large scale.

Details of MITCON’s Solar Parks:

▪ MITCON purchased 19 Acre land in Solar Park at Sonalwadi, Tal Sangola Dist Solapur to commission 4.90MW
Group Captive solar power project. The power generated from the project is sold to prospective customers for its
captive use. The PPA has been signed with them for a period of 25 years with certain lock in period.
▪ MITCON has also acquired 40 acre of land in a Solar Park situated in Kini, Tal Akkalkot, Dist – Solapur, total capacity
of the solar park is of 10 MW.

Basic Features of MITCON Solar Park:

▪ All required permissions & approvals in place.
▪ Transmission line, Water storage & treated water pipeline
▪ Ready substation for evacuation of power.
▪ Sewage treatment
▪ Proper drainage around plant periphery
▪ Telecom network
▪ Fire station
▪ Access up to and around the site boundary for easy transport of equipment during and after construction.
▪ Wire gauge fencing around the periphery.
▪ Operation & Maintenance (O&M) including security for the park.

Our Company has developed following solar power project:

1. MSPL Unit 1 Ltd- 1.40 MW solar power generation project power being sold to one private hospital in Pune for its
captive use, PPA signed for a period of 25 years.
2. MSPL Unit 2 Ltd- 1.00 MW solar power generation project power being sold to one private hospital in Pune for its
captive use, PPA signed for a period of 25 years.
3. MSPL Unit 3 Ltd- 3.20 MW solar power generation project power being sold to one private hospital in Pune for its
captive use, PPA signed for a period of 25 years.
4. MSPL Unit 4 Ltd.- - 1.18 MW solar power generation project power being installed and power will be sold to one
private hospital in Nagpur for its captive use, PPA signed for a period of 25 years

109
b. Wind power generation
Wind power, in layman’s terms, is harnessing the power of the wind and is renowned renewable energy. It is a clean,
domestic and sustainable energy source. The wind energy market continues to grow rapidly in terms of capacity,
penetration, and innovation. Across the globe, countries are turning to wind power as a cost-effective source of electricity,
for economic development and for environmental sustainability. MITCON engineering consultancy provides turnkey
solutions including DPR, TEV, Designs, Transaction Advisory, Design of Substation & transmission line, etc.
MITCON has a wind power generation project of 750 KW which was commissioned on 27 th March, 2008 at Iduki, Kerala.
The Power generated from the same is being sold to Kerala state electricity board. The power purchase agreement for the
same has been signed with state electricity Board.

Key Performance Indicators (KPI) And Financial Information

Set forth below is certain key performance indicators of consolidated financial statements and financial information of our
business.
(₹ in Lakhs)
Particulars For Nine month Financial Year Financial Year Financial Year
ended 31 Ended 31 March, Ended 31 March, Ended 31 March,
December '2023 2023 2022 2021
Financial
Revenue from operations 8945.51 8,365.16 10,650.32 6165.87
EBITDA 2,106.52 1,586.71 1,623.35 934.81
EBITDA Margin (In %) 23.55% 18.97% 15.24% 15.16%
NET Profit after Tax 314.02 439.24 149.72 -148.77
Net Profit Margin (In %) 3.51% 5.25% 1.41% -2.41%
Return on Net worth (In %) 2.79% 4.32% 1.61% -1.67%
Return on Capital Employed 6.95% 5.98% 6.95% 3.59%
Debt Equity Ratio 1.01 0.95 0.80 0.79
Days working capital 137 133 145 146

Notes:
1. Revenue from operations represents the revenue from Consultancy & Training Fees, Project Services and Income from
Solar Power of our Company as recognized in the financial information.
2. EBITDA means Earnings before interest, taxes, depreciation and amortization expense, which has been arrived at by
obtaining the profit before tax/ (loss) for the year / period and adding back finance costs, depreciation, and amortization
expense.
3. EBITDA margin is calculated as EBITDA as a percentage of revenue from operations.
4. Net Profit after tax represents the profits of our Company after deducting all expenses.
5. Net Profit margin is calculated as profit/ (loss) for the year/period divided by revenue from operations.
6. Return on net worth is calculated as Net profit after tax, attributable to the owners of the Company for the year/ period
divided by Net worth. Net worth means aggregate value of the paid-up share capital and reserves and surplus of the
current and previous financial year/period.
7. Return on capital employed calculated as Earnings before interest and taxes divided by capital employed (Capital
employed calculated aggregate value of total equity and total debt of the current and previous financial year/period).
8. Debt- equity ratio is calculated by dividing total debt by total equity. Total debt represents long term and short term
borrowings. Total equity is the sum of equity share capital, reserves and surplus and minority interest.
9. Days Working Capital is arrived at by dividing working capital (current assets excluding cash and cash equivalents
less current liabilities excluding short term borrowings) by revenue from operations multiplied by the number of days
in the year/period (365/270).

110
Our Strengths

1. Brand presence
We believe that MITCON represents a brand in the market we operate in. Our service offerings coupled with technical know-
how, competitive fees, execution capabilities and track record of over three decades has provided us with strong brand
recognition and credibility. The recognition and acceptance of MITCON brand has significantly contributed to the success of
our business. We also believe that opening up of new offices will further enhance our brand in the consultancy space.

The credibility of our business is also reflected in the fact that we have received certifications and accreditations from various
agencies and regulatory bodies.

2. Relationships with Stakeholders

We have a strong and widespread business development team with offices located in major cities across the country. We
believe that we have a stable and esteemed core client base representing some large Indian industrial groups, banks and other
financial institutions, central public sector undertakings, SMEs and government bodies, among others.

Further, we believe that our strong brand and over three decades of experience in the consultancy business enables us not only
to obtain repeat business from our existing clients, but to attract new business as well.

3. Multiple Business verticals under one roof

Our company is engaged in various business verticals such as - Energy Transition, Renewables, Biofuels, Skill Development,
Environment Management and Engineering, Business Advisory Services. With almost three decades of experience offering
Concept to Commissioning solutions for various businesses, we believe we are uniquely positioned to help them in realizing a
sustainable society and improving people’s Quality of Life (QoL).

4. Quality Management through Qualified employee base and proven management team
We have perfected sophisticated service delivery and quality control processes, standards and frameworks, which have resulted
in a track record of performance excellence and client satisfaction. National/ International accreditations/associations prove
that our standards of quality are among the best in the nation. These accreditations not only involve our own internal protocols
for establishing quality works but it set new milestones for commitment of best quality and reliability and sustainability. We
firmly believe that have the ability to attract and retain high-quality management and professionals, which will be decisive for
our future growth prospects.

5. Industry Expertise
We have built industry-specific expertise, and capabilities which gives us the ability to articulate and demonstrate long-term
value to our clients, with whom we have deep, enduring and expansive relationships. We have invested extensively in
infrastructure and systems to enable learning and education across the enterprise at scale. These give us the ability to keep
pace with ever-changing technology and how they apply to customer requirements. We maintain high ethical and corporate
governance standards to ensure honest and professional business practices and protect the reputation of the Company and its
customers.

Our Strategies
Our objectives are to enhance our position as a renewable energy producer in India by pursuing and executing the following
strategies.

1. Focus on Consultancy Services

We intend to continue our focus on core consultancy business, which we believe will provide further growth opportunities
through the retention of existing clients and acquisition of new clients. We believe that our inherent strength lies in the domain
expertise developed over the years in providing consultancy and engineering services to a variety of sectors. We shall make
efforts to further strengthen our core consultancy business by deploying additional resources by hiring sector specific experts,
setting up of data center and expanding our office network.

111
2. Increase the use of technology to improve operational efficiency
The volume of our business has increased over the last decade as we grow our services portfolio and have expanded the scope
of services and the sectors we cater to. This has driven the need for operational efficiency. We operate in an industry that is
categorized by nascent systems and information databases. Increasing our operational efficiency would entail increased use of
technology, which would help us to improve productivity by documenting and continuously updating our knowledge base to
ensure efficient and quality delivery of our services. Accessibility of updated
information to our consultants through our information interface would help us increase our revenues and also help us in faster
execution of assignments. We also intend to continue to improve employee productivity through training and technology.

3. Continue to develop and maintain relationships

We provide services to government bodies, public sector undertakings and private corporates. We are empaneled with banks and
Government bodies. We continue to enjoy the patronage of our clients. We derive significant revenues from repeat business
from existing clients. We believe that we can leverage our existing relationships, our brand and our technical expertise to grow
our client base which would help us in achieving our growth objective.

4. Expand across geographies.

We continue to expand our operations to establish a nation-wide execution platform. We seek to identify markets where we
believe there is potential growth, availability of human resource, scope for building client relationships and also identifying
potential markets which are close to investment destinations.

Equipments

S. No. Particulars Quantity

1. WIND TURBINE GENERATION 1
2. Shimadzu Atomic Absorption Sp. 1
3. Automatic Protein/Nitrogen Estimation System 1
4. Avanta Pm Aa Spectrometer 1
5. Laboratory Fermentor 1
6. Automatic Absorption 1
7. Gas Liquid Chromatograph 2
8. Centrifuge 5804R 1
9. Ultrasonic Flowmeter 1
10. Thermal Imager 1
11. Compressed Air Flow Meter 1
12. Flue Gas Analyser 1
13. Orbital Shaker Double Decker 1
14. Solar Training Kit 26

Revenue Break-up

Following is our operating revenue break up on a consolidated basis for the unaudited limited review financial results for the nine-
month period ended December 31, 2023 and for the financial years ending March 31, 2023 and 2022 as follows:
(₹ in Lakhs)
S. No. Particulars As at nine-months ended Consolidated
December 31, 2023 FY 2023 FY 2022
1. Consultancy & training 4,440.87 5,814.93 4,590.78
2. Projects Services 3,360.95 1,107.60 4,826.58
3. Wind/Solar Power 1,143.69 1,442.63 1,232.96
Total 8945.51 8365.16 10650.32

112
Our Major Customers:

The following is the revenue breakup on a Consolidated basis from the top five and top ten customers of our Company for the
unaudited limited review financial results for the nine-month period ended December 30, 2023 and for the financial years ending
March 31, 2022, is as follows:
(₹ in lakhs)
Particulars As at Nine -months ended Financial Year Ended 31 Financial Year Ended 31
December 31, 2023 March, 2023 March, 2022
Amount Percentage (%) Amount Percentage (%) Amount Percentage (%)
Top 5 customers 5199.14 58.12% 2286.98 27.34% 5960.95 55.97%
Top 10 customers 6141.17 68.65% 3636.46 43.47 % 6829.51 64.12%

Utilities:

Power & Fuel:

Details of total energy consumption (in Joules or multiples) and energy intensity, in the following format:

Parameter As at Nine -months Financial Year Ended Financial Year Ended 31

ended December 31, 31 March, 2023 March, 2022
2023
Total Electricity Consumption (A) 13,346 kWh / 1,77,941 kWh / 2,27,849 kWh / 19,59,50,140
11,48,28,083 (kcal) 15,31,04,111 (kcal) (kcal)
Total Fuel Consumption (B) 12,110 Litres / 16,147 Litres / 16,207 Litres/ 14,29,31,153
10,68,01,505 (kcal) 14,24,02,007(kcal) (kcal)
Energy Consumption through other - - -
Sources (C)
Total Energy Consumption (A+B+C) 22,16,29,589 (kcal) 29,55,06,118 (kcal) 33,88,81,293 kcal
Energy Intensity per Rupee of 46,395 kcal/Rs. In Lac 61,860 kcal/Rs. In Lac 42,653 kcal / Rs. In Lac
Turnover (Total Energy
Consumption/ Turnover
in Rupees)

The following disclosures related to water, in the following format:

As at Nine -months ended Financial Year Ended 31 Financial Year Ended 31
Parameter
December 31, 2023 March, 2023 March, 2022
(i) Surface Water 1,662 2216 2025
(ii) Groundwater 0 0 0
(iii) Third Party Water 0 0 0
(iv) Seawater/ Desalinated Water 0 0 0
(v) Others 1,496 1995 1823
Total volume of water withdrawal
1,662 2216 2025
(in kilo liters)
(i + ii + iii + iv + v)
Total volume of water consumption 1,662 2216 2025
(in kilo liters)
Water intensity per rupee of
0.002 kilo litres/Rs. In 0.002 kilo litres/Rs. In 0.002 kilo litres/Rs. In Lac
Turnover (Water
Lac Lac
consumed / turnover)

113
 Waste Management:

Last year, MITCON has taken several initiatives to reduce/replace the printing of papers, plastic cups, & water bottles.
Provide details related to waste management by the entity, in the following format:

As at Nine -months Financial Year Ended Financial Year

Parameter
ended December 31, 31 March, 2023 Ended 31 March,
2023 2022
Plastic Waste (A) 0.75 1.0 0.9
E-waste (B) 0.75 1.0 0.9
Bio-medical Waste (C) 0 0 0
Construction and Demolition Waste (D) 0 0.01 0
Battery Waste (E) 0 0 0
Radioactive Waste (F) 0 0 0
Other Hazardous waste (G) 0 0 0
Other Non-hazardous waste generated (H)(Break-up by 15 19.7 18
composition i.e. by materials relevant to the sector)
Total (A+B + C + D + E + F + G + H) 16 21.7 19.8

Insurance

We generally maintain insurance covering our machinery and assets at such levels that we believe to be appropriate. We have
obtained certain policies such as standard fire and special perils policy, group personal accident insurance policy, Director and
Officers liability insurance, etc. The standard fire and special perils policy insures inter alia electrical installations, office
equipment, computers and accessories, lab equipment, building, plant and machinery, interior decorations, consumables etc.
Although, we have taken appropriate insurance cover, there can be no assurance that our insurance policies will be adequate to cover
the losses which we may incur dueto the occurrence of an accident or a mishap.

List of Some of the Insurance Policies with period

Sr. Company Vehicle Name & Insurance Policy Number Policy Period
No. name Number Company From To
name
1 MCESL Group Health Policy Liberty 4211-400301-22- January 22, January 21,
(Mediclaim) General 7000302-00-000 2024 2025
Insurance
2 MCESL GPA - Personal Liberty 4112-400301-22- January 22, January 21,
Accident - 5 Lacs from General 7000292-00-000 2024 2025
1 Lacs Insurance
3 MCESL GTLI - Life -10 Lacs Liberty 00009334 January 22, January 21,
General 2024 2025
Insurance
4 MCESL Compact Policy - Liberty 35224003012310000 October 14, October 13,
Company Asset/ General 0902000 2023 2024
Furniture/ Office Insurance
5 MCESL Energy Audit Instru. United India 1610002623P102474 May 31, May 30,
(instruments) Insurance 759 2023 2024
6 MCESL W.C. Policy for Liberty 36114003012310000 August 19, August 18,
Energy Auditors & General 2500000 2023 2024
Evironment Insurance
Monitoring, Solar site
& HO employees
7 MCESL Wind Mill policy Magma HDI P0024200006/9999/1 October 4, October 3,
(asset insurance) General 00095 2023 2024
Insurance

114
 8 MCESL Dhanora & Nathapur ICICI 5003/308466535/00/ September September
(Machinery Lombard 000 12, 2023 11, 2024
Breakdown)
Dhanora & Nathapur ICICI 1002/307229154/00/ September September
(Fire Loss of Profit) Lombard 000 12, 2023 11, 2024
10 MSPL Unit 1 Kini (IAR) Magma HDI P0124200006/9999/1 August 22, August 21,
General 00053 2023 2024
Insurance
11 MSPL Unit 2 Kini (Fire Loss of ICICI 1002/304224820/00/ August 24, August 23,
Profit) Lombard 000 2023 2024
Kini (Fire Policy) ICICI 1017/304224665/00/ August 24, August 23,
Lombard 000 2023 2024
Kini (Machinery ICICI 5003/304652817/00/ August 24, August 23,
Breakdown) Lombard 000 2023 2024
12 MSPL Unit 3 Kini (Fire Loss of ICICI 1002/304222820/00/ August 24, August 23,
Profit) Lombard 000 2023 2024
Kini (Fire Policy) ICICI 1017/304222635/00/ August 24, August 23,
Lombard 000 2023 2024
Kini (Machinery ICICI 5003/304660741/00/ August 24, August 23,
Breakdown) Lombard 000 2023 2024
13 MITCON Sun Asset - Policy for ICICI 4008/324583143/00/ January 05, January 05,
Power Brahma, Soni Hospital Lombard 000 2024 2025
& Huntsman
14 MITCON Solar Sonalwadi site ICICI 1020/325341024/00/ January 02, January 01,
Alliance Lombard 000 2024 2025
15 Krishna Asset - Policy ICICI 1003/303721257/00/ August 22, August 21,
Windfarms Lombard 000 2023 2024

Vehicle Insurance Policies

Sr. Company Vehicle Name & Insurance Policy Number Policy Period
No. name Number Company From To
name
1 MCESL Innova - Tata AIG 6201641248 00 00 June 21, 2023 June 20,
MH/12/HZ/2321 2024
2 MCESL Innova - Tata AIG 6201695642 00 00 July 06, 2023 July 5, 2024
MH/12/JZ/2644
3 MCESL Innova - Royal VPC1767186000100 August 09. August 08,
MH/12/HZ/6830 Sundaram 2023 2024
4 MCESL Activa - United India- 1610003123P111893707 December December
MH/12/PS/4825 J.M. Road 18, 2023 17, 2024
5 MCESL Honda Passion - HDFC Egro 2301 2060 3524 0800 000 January 27, Januray 26,
MH/12/MY/7308 2024 2025
6 MCESL MG-EV- HDFC Egro 2302 2059 4026 6800 000 December December
MH/12/UW/6112 20, 2023 19, 2024

Human Resources-
Our employees are key contributors to our business success. As on April 15, 2024, we have 216 employees including our Executive
Directors, who look after our business operations, factory management administrative, secretarial, marketing and accounting
functions in accordance with their respective designated goals.

115
Following is a department wise employee break-up:
Department Number of Employees
Top management 08
Finance and Accounts 17
HR and Admin 14
Training 42
Secretarial 05
Marketing, Sales and customer service 80
Operations and Maintenance 04
Purchase and stores 02
IT 03
Legal 02
Consultancy 39
Total 216

Competition:
In both domestic and international markets, our company contends with competition driven by an array of factors, including
globalization, geographical positioning, technological advancements, regulatory landscapes, economic fluctuations, and market
dynamics. We recognize that key determinants shaping competition within our industry encompass our accreditation with
Government Bodies, client relations, reputation, as well as the comparative quality and pricing of our services. Successful pre-
qualification serves as a pivotal step in securing major projects, leveraging our established net worth and track record to pursue
numerous opportunities. In pursuit of higher-value contracts, we often forge strategic alliances or joint ventures with esteemed and
capable partners.
Our competitive edge is fortified by our cost-efficient and integrated facilities, unwavering commitment to customer satisfaction,
reliability, and steadfast dedication to quality.

Seasonality of Business:
Our business operates in banking and financial advisory, skill training, energy projects, etc. The seasonality of our business is shaped
by various factors, including solar cycles, banking trends, shifts in skill demand due to government spending, budget allocations,
etc. Through vigilant monitoring of market trends, economic indicators, and weather patterns, we can adeptly navigate seasonal
variations and seize opportunities for growth.

Quality Control:
We believe that quality and innovations are the bed-rock of success. Towards this end, we stress on and constantly strive to maintain
and improve the quality of our products. This focus is reflected in the standard of
our quality systems which have been certified ISO 9001:2015, NSF certifications, green guard certifications, etc.

Technical Collaborations
We do not have any technical collaboration as on the date of this letter of offer.

Marketing:
The overall marketing of our Company’s services is team of professional, who is an experienced in marketing and marketing
management discipline. Further, the head of each division provides input for enhancing marketing of the services provided by his/her
respective team.

The digital marketing team provides services internally to the parent and its subsidiary companies. It manages companies' digital
presence on social media networking platforms, ad campaigns for training programs and business divisions.

Generally, we attract customers by word of mouth, through websites, and digital advertisements on platforms such Google,
Facebook, Instagram, and LinkedIn. We maintain our website, which is updated regularly, for the purpose of capturing attention of
large number of our customers based on the services provided and new areas proposed to be integrated into our Company’s business.
We have linked our website to social media profiles on Facebook, LinkedIn, Instagram, and Twitter for better publicity.

116
We ensure that all enquiries coming our way are recorded in CRM and are professionally answered and converted into business.

We also participate in seminars and workshops, which give us a platform to interact with clients and expand our market recognition.
We also advertise in leading national daily newspapers and journals like Economic Times and Financial Express.

What are the threats and opportunities to its operations and financial condition that the Company foresees?
S. Material issue Indicate Rationale for In case of risk, approach Financial implications of
No. identified whether risk identifying the risk/ to adapt or mitigate the risk or opportunity
or opportunity (Indicate positive or
opportunity negative implications)
(R/O)
1. De-carbonization Opportunity Our services focus on - Our addressable market
of Energy, services related to energy will see significant
Transportation transition including investment in respect of
and Industry energy audit, carbon energy transition and
footprint, renewable thereby positively
energy, biofuels, carbon impacting our
trading etc revenues/margin
2. Talent Risk Risk that talent is not • Company’s Human Negative
Management and properly managed, Resource Team has
Succession which can lead to our developed the metrics
Planning inability to properly and consult with the
attract, retain and employees time-to-
develop the best time to address the
employees and maintain issues
competitive edge in the • Continue to focus on
market. the development of
potential successors.
Risk of failure can affect • Focus on employee
the company’s ability to retention through
compete in the market different planned
and improve the initiatives.
revenues

The risk that replacement

of ourkey professionals
is not adequately
planned and leads to loss
of skills and knowledge.
3. Climate Change Risk Extreme weather Company’s Management Negative
& Environment conditions due to climate and the Head of the
Footprint change poses a threat to Departments has prepared
risk of disruption of a plan similar to Business
company’s operations Continuity Plan to ensure
and well-being of our the business execution
employees. This can lead take place systematically
revenue disruptions and with 100% customer
eventually risks the satisfaction.
growth & profitablity
Opportunity MITCON has registered MITCON has taken Positive
themselves to Science- initiatives such as
based Target Initiative installation of solar
(SBTi) aligning to seek rooftop and utilization of
opportunity to achieve day light for its
the Sustainability goals operations, to reduce the
and limit warming to 1.5 carbon footprint.
degrees

117
 4. Waste Risk Non-compliance of Last year, MITCON has Negative
management current & emerging taken several initiative to
regulations around the reduce/replace the
circular economy can printing of papers, plastic
result to Company’s cups, & water bottles.
reputation damage
5. Health, Safety Risk Risk that events or • Continually invest in Negative
and Wellbeing circumstances resulting employee capability
in negative physical, enhancement
mental, nutritional, • Continue to promote
social or financial mental health and
wellbeing of our wellbeing for all
employees could employees
adversely affect • Ensure all employees
MITCON goals. have access to
wellbeing programs
such as care and
dignity policy, WFH,
flexi-hours etc.
6. Environment Risk An inadequate approach • Continue Negative
to managing energy incorporating ESG
consumption, GHG risks into the ERM
emissions, climate- program.
related risks and • Develop a supplier
opportunities, water engagement plan to
consumption, waste support reduction of
generation and our scope 3
environmental emissions.
compliance • commitment to the
Science- Based
Targets initiative
(SBTi).
7. Social: Inclusion Risk An inadequate approach • Set targets for the 5% Negative
& Diversity to managing programs year-over-year
related to employees, increase in the
potential employees, representation of
local communities, and women and
social impact in the underrepresented
supply chain. groups.
• Work with internal
stakeholders to carry
out the first full
evaluation of I&D
risks.

Health and Safety:

MITCON emphasizes the importance of providing a safe and healthy working environment for all employees working in
premises. MITCON constantly evaluates the health, safety, and environmental performance of all of its locations.

In addition, an employee awareness programme in accordance with ISO 45001:2018 has been implemented. In addition, the
safety officer holds monthly safety meetings. Mock drills are also carried out in accordance with the ISO 45001:2018 manual.

Intellectual Property Rights

As on date of this Draft Letter of Offer, our Company have 10 registered trademark, trade name or otherregistrations under
the intellectual property rights.

118
 Sr. No. Date of Issue Particulars of the Mark Trade Mark No. Class of
Registration
1. July 24, 2021 MITCON 5057799 44
2. July 24, 2021 MITCON 5057794 37
3. July 24, 2021 MITCON 5057795 40
4. February 18, 2005 MITCON 1339285 35
5. June 10, 2013 MITCON e-school 2545884 41
6. July 24, 2021 MITCON 5057797 41
7. July 24, 2021 MITCON 5057793 36
8. November 10, 2015 MITCON School of Computer Hardware & 3096221 41
Networking
9. May 22, 2017 UDYOG PRABODHINI (DEVICE OF 1560398 41
HUMAN CARICATURE)
10. May 22, 2017 UDYOG PRABODHINI (DEVICE OF 1560399 41
OTHER LANGUAGE)

Our Immovable Properties

The following are the details of owned and lease hold properties:
a) Owned property:
Sr. No. Particulars of the Property Usage
1 1st floor, Kubera Chamber, Dr Rajendra Prasad Path, JM Road, Shivajinagar, Pune- Owned and Used
411005( plot no. 102, 103 & 104)
2 1st floor, Kubera Chamber, Dr Rajendra Prasad Path, JM Road, Shivajinagar, Pune- Owned and Used
411005( plot no. 107)
3 Office Premises Nos. 1402/1403 14th Floor, Dalamal Towers, Free Press Journal Marg, Owned and Used
211 Nariman Point, Mumbai - 400 021
4 Plot No. 125, Shri Ganesh Snehal Apartments, 1st Floor, Beside Sharddhanand Owned and Used
Anathalay, South Ambazari Road, Nagpur – 440010
5 Unit No.15, 2nd Floor, Ratna Business Square, Ashram Road, Opp. H. K. College, Owned and Used
Ahmedabad - 380 009
6 Udyog Bhavan Bldg., Ground Floor, Industrial Area, Shivaji Nagar, Nanded – 431602 Owned and Used
7 5th Floor, Level 6 at No. 605, Prestige Atrium, Central, Street, No.1 and Municipal No. Owned and
1 /42, Shivajinagar, Bangalore – 560001 rented/Partly Used
8 Plot No 3, Sector -25, Vashi, Mumbai-400703 Owned and
rented/Partly Used
9 Ramakkalmedu, Survey No. 495, of Karunapuram Village, Udumbanchola Taluka, Owned and Used
Idukki District, Kerala

b) Some of the Leased property

Sr. no. Details of the Particulars of the property, description Tenure/ Usage
Deed/Agreement and area Term
1. Lease Agreement dated MIDIC Compound, Agriculture College 33 Years Business & Training
September 01, 2006 Campus, Shivajinagar, Pune-411005
2. Lease Agreement dated July Unit No.305-310, Plot no 9,10 & 11, 2 Years Business & Training
20, 2022 Vardhaman Trade Centre Nehru palace,
south Delhi -110019
3. Lease Agreement dated July 1304, Dev Corpora Eastern Express 1 Year Business & Training
01, 2023 Highway, Thane-400601
4. Lease Agreement dated July 1305, Dev Corpora Eastern Express 1 Year Training Room
01, 2023 Highway, Thane-400601
5. Lease Agreement dated July 1306, Dev Corpora Eastern Express 1 Year Training Room
01, 2023 Highway, Thane-400601
6. Lease Agreement dated Vimaco Complex, opp. Govt. Polytechnic 2 Years Training Room
October 01, 2022 ,Gadge nagar, Amravati

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7. Lease Agreement dated May A Wing, 7th floor, 701-713 Dynasty 1 Year Business &
01, 2023 business park Andheri Kurla Road, Andheri Training
Mumbai-400059
8. Lease Agreement dated May A Wing, 7th floor, 701-713 Dynasty 1 Year Business & Training
01, 2023 business park Andheri Kurla Road, Andheri
Mumbai-400059
9. Lease Agreement dated May A Wing, 7th floor, 701-713 Dynasty 1 Year Business & Training
01, 2023 business park Andheri Kurla Road, Andheri
Mumbai-400059
10. Lease Agreement dated Ground floor, Udyog Bhavan, near 1 Year Training Room
October 04, 2023 Government Guest house, Vishrambag,
Sangli.
11. Lease Agreement dated 2nd floor, Winway World Offices, PU4 Plot 1 Year Training Room
February 01, 2023# no B7, Sch.no.54 Vijay Nagar, Indore-
452010
12. Lease Agreement dated Workhauz, plot no 3 Park house, M I Road, 1 Year Training Room
February 20, 2023# Jaipur Rajasthan-302001
13. Lease Agreement dated Cowork Venue, Plot no 766, Saheed Nagar 1 Year Training Room
March 13, 2023# LandMark- Maharshi college road, opp.
Chilika Fresh, Bhubaneswar-751007
14. Lease Agreement dated No. 148, BBMP No. 170/148, 5th Main 1 Year Office use
April 17, 2023# Road, Sector - 6, HSR Layout, Bangalore
560102
15. Lease Agreement dated Cowork Venue, Plot no 9, Slice 6, Scheme 1 Year Training room
May 07, 2023# 78 Viyan nagar, Near Transform Gym, Main
road Indore-452010
16. Lease Agreement dated July Bafana Complex, Office No. 1 & 6,Plot No. 5 Years Training room
01, 2023 51, Revenue Colony, Pune-Nagar Road,
Shirur, Pune – 412210
17. Lease Agreement dated July Bafana Complex, Office No. 1 & 6,Plot No. 5 Years Training room
01, 2023 51, Revenue Colony, Pune-Nagar Road,
Shirur, Pune – 412210
18. Lease Agreement dated Block-15, plot no. 17/2, ground floor, gore 1 Year Training Room
August 16, 2023 parisar, civil station ward, Raipur,
Chhattisgarh,492001
19. Lease Agreement dated July Kalakunj Art Studio, Kalakunj Nivas Samta 1 Year Training Room
01, 2023 Chowk, Madhav Nagar, Waghapur
Road,Tal & Dist. Yeotmal
20. Lease Agreement dated July C/o Synergy Infotech, Behind Income Tax 1 Year Training Room
01, 2023 Office,Ausa Road, Latur – 413531
21. Lease Agreement dated Institute of Management Studies, Career 1 Year Training Room
September 01, 2023 Development and Research, IMS Main
Building, Ahmednagar
22. Lease Agreement dated Mezzanine floor, I-Tag Plaza, ABC, GS 1 Year Training Room
December 01, 2023 Road Guwahati 781005,Assam
23. Lease Agreement dated "Principal JDMVP’s Arts Commerce 1 Year Training Room
August 01, 2023 College Near District Court,
Jalgaon – 425001"
24. Lease Agreement dated S G Balekundri Institute of Technology, 1 Year Training Room
October 09, 2023 Shivabasav Nagar, Belagavi – 590010
25. Lease Agreement dated New Building, Mohammad Pur Khatri 1 Year Training Room
October 09, 2023 Police Chowky, Kalyanpur, Lucknow –
226022
26. Lease Agreement dated The Institution of Engineers (India),Railway 1 Year Training Room
October 01, 2023 Station Road, Osmanpura, Chh.Sambhaji
Nagar – 431005

120
For risks relating to the same, please refer to risk factor no. 14. “14. Apart from owned premises, we also operate from
premises which are on leave and licence basis. The leave and licence agreements of few of the premises have expired and are
under the process of renewal. In the event of termination or non-renewal of the leases, our business may be affected” in the
chapter titled “Risk Factors” on page 19 of this Draft Letter of Offer.

#
The Lease agreement for the marked premises are under the process of renewal

121
 OUR MANAGEMENT
The composition of the Board is governed by the provisions of the Companies Act, 2013, the rules prescribed thereunder, the SEBI
Listing Regulations and the Articles of Association.

Our Articles of Association requires us to have not less than three and not more than fifteen Directors. As on date of filing of this
Draft Letter of Offer, we have seven (7) Directors on our Board, comprising of one (1) executive director, three (3) non-executive
directors, three (3) independent directors including one (1) woman director. Our Company is in compliance with the corporate
governance norms prescribed under the SEBI Listing Regulations and the Companies Act, 2013, in relation to the composition of
our Board and constitution of committees thereof.

BOARD OF DIRECTORS

The following table provides details regarding the Board of Directors of our Company as of the date of this Draft Letter of Offer:

No. Name, address, DIN, date of birth, term, Designation Other directorships
period of directorship, occupation
1. Anand Suryakant Chalwade Managing Director • Florem Multiventures Private
Limited;
Address: C-802, Dara Enclave, AWHO Plot • Areion Assets Management Private
No. 6, Sector 9, Nerul, Navi Mumbai - Limited;
400706, Maharashtra, India • Shrikhande Consultants Limited;

DIN: 02008372

Date of Birth: 16th April, 1973

Age: 51 years

Term: From 1st July, 2021 till 30th June 2026

Period of Directorship: Since 19th

September, 2018

Occupation: Service

2. Ajay Arjunlal Agarwal Non-executive Director • MITCON Impact Asset Management

Private Limited;
Address: 47, Sagar Darshan, Bhulabhai • Fundsguide India Private Limited;
Desai Road, Mumbai 400026, Maharashtra,
India

DIN: 00200167

Date of Birth: 13th November, 1961

Age: 62 years

Term: From 19th September, 2018

and liable to retire by rotation

Period of Directorship: Since 19th

September, 2018

Occupation: Business

3. Dr. Pradeep Bavadekar Non-Executive Director NIL

Address: “Raghukul”, 3, Vikram Shila

Housing Society, Panchavati, Pashan, Pune –

122
No. Name, address, DIN, date of birth, term, Designation Other directorships
period of directorship, occupation
411008

DIN: 00879747

Date of Birth: 2nd August, 1956

Age: 68 years

Term: From 1st July 2021 liable to retire by

rotation

Period of Directorship: Since 23rd June, 1995

Occupation: Professional

4. Sudarshan Mohatta Non-Executive Director • Alterstep Ventures Private Limited

• Alterstep Technologies Private
Address: 23, 4B, Kalpataru Estate, Poonam Limited
Nagar, Andheri East, Mumbai 400093 • Beesley Consultancy Private Limited

DIN: 07902731

Date of Birth: 19th January, 1972

Age: 52 years

Term: From 26th May , 2022 liable to retire

by rotation.

Period of Directorship: Since 26th May, 2022

Occupation: Professional

5. Archana Girish Lakhe Independent Director • MITCON Credentia Trusteeship

Services Limited;
Address: Flat no. 5, Akshay Residency, Plot • Shrikhande Consultants Limited;
No. 50, Anand Park, Aundh, Pune 411007

DIN: 07079209

Date of Birth: 30th May, 1964

Age: 60 years

Term: From February 05, 2020 till February

05, 2025.

Period of Directorship: Since February 05,

2015

Occupation: Professional

6. Sanjay Ballal Phadke Independent Director • Thincr Technologies India Private

Limited
Address: 301, 3rd Floor, Diamond Baby • Virtual Sense Global Technologies
Society, CTS – 5598 D, Off CST Road, Private Limited
Kalina, Santacruz East, Mumbai 400098 • Krishna Windfarms Developers
Private Limied
DIN: 07111186

123
 No. Name, address, DIN, date of birth, term, Designation Other directorships
period of directorship, occupation

Date of Birth: 15th April, 1973

Age: 51 years

Term: From September 19, 2023 till

September 18, 2028

Period of Directorship: Since September 19,

2018

Occupation: Professional

7. Gayatri Chaitanya Chintapalli Independent Director • GVPR Engineers Limited

• Ikshu Farms Private Limited
Address: Flat No. 2502, Block C, My Home
Bhooja, Raidurgam, Gachibowli, Dist. Ranga
Reddy, Telangana 500032

DIN: 07986772

Date of Birth: 10th August,1960

Age: 63 years

Term: From 20th October, 2021 till 20th

October, 2024

Period of Directorship: Since 20th October,

2021

Occupation: Professional

Confirmations

1. Neither our Company nor our Directors are declared as fugitive economic offenders as defined in Regulation 2(1)(p) of the SEBI
ICDR Regulations and have not been declared as a ‘fugitive economic offender’ under Section 12 of the Fugitive Economic
Offenders Act, 2018.

2. None of the Directors of our Company have held or currently hold directorship in any listed company whose shares have been
or were suspended from being traded on any of the stock exchanges in the five years preceding the date of filing of this Draft
Letter of Offer, during the term of his/ her directorship in such company.

3. None of our Directors of our Company are or were associated in the capacity of a director with any listed company which has
been delisted from any stock exchange(s) at any time in the ten years preceding the date of filing of this Draft Letter of Offer,
during the term of his/ her directorship in such company.

4. None of our Directors have been debarred from accessing capital markets by the Securities and Exchange Board of India.
Additionally, none of our Directors are or were, associated with any other company which is debarred from accessing the capital
market by the Securities and Exchange Board of India.

5. None of our Directors have been identified as a wilful defaulter or fraudulent borrower, as defined in the SEBI Regulations and
there are no violations of securities laws committed by them in the past and no prosecution or other proceedings for any such
alleged violation are pending against them.

124
Details of Key Managerial Personnel and Senior Management

No. Name of KMP/ SMP Designation Date of Joining

Key Managerial Personnel
1. Anand Chalwade Managing Director September 19, 2018
2. Ankita Agarwal Company Secretary & Compliance Officer September 19, 2018
3. Ram Mapari Chief Financial Officer May 30, 2014
Senior Managerial Personnel
1. Mr. Harshad Joshi Chief Operations officer November 01, 2021
2. Dr. Sandeep Jadhav President Environment Management and February 02, 2015
Engineering Division
3. Mr. Chandrashekhar President Entrepreneurship Training April 01, 2004
Bhosale
4. Mr. Nalin Shah President Green Power and Conservation May 02, 2014
Division
5. Mr. Pankaj Deshmukh President Banking and Financial Advisory May 02, 2014

Management Organisation Structure:

125
 DIVIDEND POLICY
The declaration and payment of dividends will be recommended by the Board of Directors and approved by the Shareholders, at
their discretion, subject to the provisions of the Articles of Association and applicable law, including the Companies Act. The
dividend, if any, will depend on a number of factors, including but not limited, capital expenditure, profitable growth, cash flow
and liquidity position, accumulated reserves, earnings stability, etc. In addition, our ability to pay dividends may be impacted by a
number of factors, including restrictive covenants under loan or financing arrangements our Company is currently availing of or
may enter into to finance our fund requirements for our business activities. Our Company has not declared any dividend in last two
financials years and has also not declared any interim dividend during the nine-month period ended December 31, 2023.

The amount paid as dividends in the past is not necessarily indicative of our dividend distribution policy or dividend amount, if any,
in the future and there is no guarantee that any dividends will be declared or paid or that the amount thereof will not be decreased
in future. For details in relation to the risk involved, see "Risk Factors – Our Company has not paid any dividends in the past two
years and we may not be able to pay dividends in the future." on page 19.

126
 SECTION V – FINANCIAL INFORMATION
FINANCIAL STATEMENTS

Sr. No. Particulars Page No.

1. Audited Consolidated Financial Statements as at and for the year ended March 31, 2023 128
2. The Limited Reviewed Consolidated Financial Results for the nine-month period ended 214
December 31, 2023

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 STATEMENT OF FINANCIAL INDEBTNESS
The Company has availed borrowings in the ordinary course of business. Set forth below is a brief summary of our aggregate
outstanding borrowings as on December 31, 2023:

(₹ In lakhs)
Nature of Borrowing Amount
Secured Borrowings 9,964.04
Unsecured Borrowings 2,789.12
Total 12,753.16

Details of Secured Borrowings:

(₹ In lakhs)
Sr. No. Category of Borrowing Amount Sanctioned Amount outstanding as on December 31,
2023
A. Loan from Banks
i. BBG WC Loan 568.00 377.46
ii. GECL 1,167.00 628.35
iii. Term Loan (For Project) 8,346.00 6,839.01
iv. Loan against Property 1,384.00 1,073.04
v. Loan against Vehicle 36.91.00 32.34
vi. Cash Credit 1,400.00 852.64
B. Loans from NBFCs
i. Business Loan 239.83 161.20
Total* 13,142.74 9,964.04

Security:

Loan against Property: Pune office, Plant & Machinery and property situated at Mohari, Tal – Jamkhed, Ahmednagar, 4.90 MW
AC Solar PV Power Project at Sonalwadi, Tal - Sangola, Solapur, 1.40 MW AC Solar Power Project and land at Kini Solapur, Land
owned by MSPL Unit 2 Ltd & MSPL Unit 3 Ltd at Kini Solapur, and 1.18 MW AC Solar Power Plant, land and receivables from
MSPL Unit 4 Limited, Vashi Office

ECLGS: Second Charge on existing facilities

Car Loan: Vehicle(s)

Cash Credit and Non-Fund Based limits: Trade Receivables, movable fixed assets, Nagpur office, Pune office

Terms Loan 1 & 2: Vashi Office

Details of Unsecured Borrowings:

(₹ In lakhs)
Sr. No. Category of Borrowing Amount Sanctioned Amount outstanding as on
December 31, 2023
Unsecured Loan
(i) From Body Corporates 1,050.00 1,057.37
(ii) From Banks 10.00 3.86
(iii) From Alternate Investment Fund 1,390.00 1,521.52
(iv) From Others 500.00 206.37
Total* 2,950.00 2,789.12

*
As certified by our statutory auditor certificate dated April 18, 2024 bearing UDIN: 24041179BKFPUL5159

220
 STATEMENT OF CAPITALISATION
The following table sets forth our capitalisation as at December 31, 2023 on the basis of our Unaudited Consolidated Financial Results
and as adjusted for the proposed Offer. This table should be read in conjunction with "Risk Factors", "Management’s Discussion
and Analysis of Financial Condition and Results of Operations", and "Financial Statements" on pages 19, 224 and 127
respectively.

(in ₹ lakhs, except ratios)

Particulars Pre-Issue as at Post Issue#
December 31, 2023
Total borrowings
Non-current borrowings (including current maturity) (A) 11,896.66 [●]
Current borrowings (B)* 856.503 [●]
Total borrowings (C) = (A)+(B) 12,753.16 [●]
Total equity attributable to equity holders of our Company
Equity share capital 1,342.41 [●]
Other equity 9,913.78 [●]
Total equity attributable to equity shareholders of our Company (D) 11,256.19 [●]
Non-current borrowings / total equity attributable to equity shareholders of the 1.06 [●]
Company (A) /(D)
Total borrowings / total equity attributable to equityshareholders of the Company 1.13 [●]
= (C) / (D)
*These terms shall carry the meaning as per Schedule III of the Companies Act, 2013 (as amended).
#
To be updated in the Letter of Offer.

221
 ACCOUNTING RATIOS
The following tables present certain accounting and other ratios derived from the Limited Review Unaudited Financial Results
for nine months ended December 31, 2023, December 31, 2022 and Audited Financial Statements for the financial year ended
March 31, 2023, March 31, 2022 on the basis of consolidated financials.

Accounting Ratios
(₹ in lakh except percentage data)
Particulars As of and for the
Nine-months Nine-months Financial Year ended Financial Year ended
period ended period ended March 31, 2023 March 31, 2022
Dec 31, 2023 Dec 31, 2022
Earning per Equity Share
a. Basic earnings per Equity 2.34 2.79 3.27 1.12
Share (₹)
b. Diluted earnings per 2.34 2.79 3.27 1.12
Equity Share (₹)
Return on net worth 2.79% 3.73% 4.32% 1.61%
Net asset value per Equity 83.85 74.79 75.80 69.28
Share (₹)
EBITDA (₹) 2,106.52 1,132.81 1,586.71 1,623.35

The ratios have been computed as below:

Ratios Computation

Basic and Diluted Earnings Per Share Profit attributable to shareholder / Total number of weighted average number of
shares
Return on Net Worth (%) Profit for the Year / Net Worth
Net Asset Value per Share Net Worth / Number of shares as at the end of the relevant period
EBITDA Consolidated Profit before tax excluding other comprehensive income and share of
associates + Depreciation and amortization expenses and finance cost - Other income

Calculation of Earning per Equity Share

(₹ in lakhs except percentage data)
Particulars As of and for the
Nine-months Nine-months Financial Year Financial Year
period ended period ended ended March 31, ended March 31,
Dec 31, 2023 Dec 31, 2022 2023 2022
Profit attributable to Equity shareholders (A)* 314.02 373.99 439.24 149.72
Weighted average number of equity 1,34,24,126 1,34,21,526 1,34,21,526 1,34,21,526
shares outstanding during the year / period (B)
Basic and Diluted EPS (A)/(B)*10^5) 2.34 2.79 3.27 1.12
* Consolidated profit after tax before other comprehensive Income

Calculation of Return on Net Worth

(₹ in lakhs except percentage data)
Particulars As of and for the
Nine-months period Nine-months period Financial Year Financial Year
ended Dec 31, 2023 ended Dec 31, 2022 ended March 31, ended March 31,
2023 2022
Profit / (Loss) after tax (A) 314.02 373.99 439.24 149.72
Net worth (B) 11,256.19 10,037.47 10,173.95 9,297.92
Return on Net worth 2.79% 3.73% 4.32% 1.61%
(A/B)

222
Calculation of Net Worth and Net Asset Value per Equity Share

(₹ in lakhs per share data)

Particulars As of and for the
Nine-months period Nine-months period Financial Year Financial Year
ended Dec 31, 2023 ended Dec 31, 2022 ended March 31, ended March 31,
2023 2022
Equity Share Capital (A) 1,342.41 1,342.15 1,342.15 1,342.15
Other Equity (B) 9,913.78 8,695.32 8,831.80 7,955.77
Net worth (C) = (A+B) 11,256.19 10,037.47 10,173.95 9,297.92
No. of shares at the end of the relevant 1,34,24,126 1,34,21,526 1,34,21,526 1,34,21,526
period (D)
Net Asset Value Per Share 83.85 74.79 75.80 69.28
((C*10^5)/D)

Calculation of EBITDA
(₹ in lakhs)
Particulars As of and for the
Nine-months period Nine-months period Financial Year Financial Year
ended Dec 31, 2023 ended Dec 31, 2022 ended March 31, 2023 ended March 31, 2022
Profit Before Tax 837.14 172.66 233.11 378.98
Depreciation & Amortization 549.97 441.92 606.24 532.30
Finance Cost 855.22 698.26 957.56 837.69
Less: Other Income (135.81) (180.03) (210.20) (125.62)
EBITDA 2,106.52 1,132.81 1,586.71 1,623.35

EBITDA is calculated as profit / (loss) after tax expenses from continuing operations for the year / period, adjusted for tax
expenses, exceptional items, finance costs, depreciation and amortization expenses and other income.
*
As certified by our statutory auditor certificate dated April 18, 2024, bearing UDIN: 24041179BKPUD8063.

223
 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
You should read the following discussion of our financial condition and results of operations together with our audited financial
statements as of and for the Fiscal ended March 31, 2023 and March 31, 2022 and our limited review unaudited consolidated
financial results for the 9 months ended December 31, 2023 and December 31, 2022, included in this Draft Letter of Offer. Our
audited consolidated financial statements for Fiscal ended March 31, 2023 and March 31, 2022, and our limited review unaudited
consolidated financial results for the 9 months ended December 31, 2023 and December 31, 2022 are prepared in accordance with
Ind AS. Unless otherwise stated, the financial information used in this chapter is derived from the audited consolidated financial
statements and limited review unaudited consolidated financial results of our Company.

This discussion contains forward looking statements and reflects our current views with respect to future events and financial
performance. Actual results may differ materially from those anticipated in these forward - looking statements as a result of certain
factors such as those set forth in the sections titled “Risk Factors” and “Forward - Looking Statements” on pages 19 and 15
respectively.

Our financial year ends on March 31 of each year, so all references to a particular “financial year” and “Fiscal” are to the twelve
(12) month period ended March 31 of that year. References to the “Company”, “we”, “us” and “our” in this chapter refer to
MITCON Consultancy & Engineering Services Limited.

Neither we, nor the LMs, any of their affiliates or advisors, nor any other person connected with the Issue has independently verified
such information.

OVERVIEW OF OUR BUSINESS

MITCON is an ISO 9001:2015 certified Technical Consulting Organization (TCO) offering Concept to Commissioning solutions
for various businesses for last 40+ Years. MITCON has got an experience in multiple industry verticals include Energy Transition,
Renewables, Biofuels, Green Chemistry, Skill Development, Environment Management and Engineering, Business Advisory
Services. We are headquartered at Pune and have presence across the country through our regional offices at Mumbai, New Delhi,
Ahmedabad, Chennai, Bangalore and Nagpur.

We operate as a professionally managed company with our Board comprising of Executive Directors, Non-Executive Directors,
Women Director and Independent Directors. Over the last four decades, we have gained proficiency in providing corporate solutions
in power, energy efficiency, renewable energy, climate change and environmental management sectors. Over the years, we have
diversified into providing services to banking, infrastructure and biotechnology sectors. We provide solutions to our clients
depending on their requirements inter alia including feasibility studies, detailed project reports, techno economic feasibility reports,
financial syndication, lender’s engineer services, EIA, basic and detailed engineering, bid process management, project
management, cluster development, technical/ financial restructuring, energy audits, corporate debt restructuring, due diligence,
qualitative and market research, assets/ business valuation and consultation services in wind power project. We also conduct IT
based training courses and skill based training programs.

In addition, MITCON considers the Sustainable Development Goals (SDGs) an important initiative for realizing a sustainable
society and improving people’s Quality of Life (QoL). Thus, MITCON is carrying out its Engineering and Consultancy Services
which cater ESG Reporting, Sustainability Reporting, Climate Change Mitigation & Adaptation, Carbon Neutrality & Net Zero,
Carbon Credits & Trading to achieve UN’s Sustainable Development Goals. Also, we ensure our work towards the project we
execute too are contributing towards major SDGs.

MITCON has successfully completed 18000+ Consulting Assignments across 50+ Countries in Asia, Middle East, and African
Markets and have trained more than 25 Lakh individuals under various Government & Non-Government Skill Development &
Entrepreneurship Programs with record 75% placements. MITCON has also successfully completed 25000+ studies this Markets

SIGNIFICANT DEVELOPMENTS AFTER MARCH 31, 2023

To our knowledge and belief, no circumstances other than those disclosed in this Draft Letter of Offer have arisen since the date of
the last financial statements contained in this Draft Letter of Offer which materially affect or is likely to affect, the trading and
profitability of our company, or the value of our assets or our ability to pay material liabilities within the next 12 months

224
SIGNIFICANT FACTORS AFFECTING OUR BUSINESS, FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

• Our clients may operate in sectors which are adversely impacted by climate change which could consequently impact our
business;
• The financial stability of our clients may be affected owing to several factors such as demand and supply challenges, currency
fluctuations, regulatory sanctions, geo-political conflicts and other macroeconomic conditions which may adversely impact
our ability to recover fees for the services rendered to them.;
• Intense competition in the market for engineering consultancy services could affect our win rates and pricing, which could
reduce our market share and decrease our revenues and our profits;
• Our business will suffer if we fail to anticipate and develop new services and enhance existing services in order to keep pace
with rapid changes in technology and in the industries on which we focus;
• Our expenses are people centric and fixed in nature, which could cause fluctuations to our profitability;
• Our success depends largely upon our highly skilled professionals and our ability to hire, attract, motivate, retain and train
these personnel;
• Some of our failure to complete fixed-price and fixed-timeframe contracts, or transaction-based pricing contracts, within
budget and on time, may negatively affect our profitability;
• Some of our client contracts can typically be terminated without cause, which could negatively impact our revenues and
profitability;
• Some of our client contracts are often conditional upon our performance, which, if unsatisfactory, could result in lower
revenues than previously anticipated;
• Our work with governmental agencies may expose us to additional risks;
• Our ability to successfully implement our strategy, our growth and expansion, technological changes, our exposure to market
risks that have an impact on our business activities or investments;
• Occurrence of natural calamities or natural disasters affecting the areas in which our Company has operations;
• Changes in the policies of the government of India or political instability may adversely affect economic conditions in India
generally, which could impact our business and prospects, and
• General, political, economic, social and business conditions in India and other global markets.

SIGNIFICANT ACCOUNTING POLICIES

For disclosure of our Significant Accounting policies as at and for the year ended March 31, 2023, as required by Ind AS 1 and
other applicable standards, see section titled “Financial Information” on page 127.

CHANGE IN ACCOUNTING POLICIES

Except as mentioned in chapter “Financial Information” on page 127, there has been no change in accounting policies during the
9 months ended December 31, 2023 and during the Fiscal ended March 31, 2023.

SUMMARY OF THE RESULTS OF OPERATION:

The following table sets forth certain information with respect to our results of operations for the periods indicated on consolidated
basis.
(Amount in ₹ lakhs)
Nine months ended on Nine months ended on
December 31, 2023 December 31, 2022
Particulars
% of Total % of Total
Amount Amount
Revenue Revenue
Revenue from Operations 8,945.51 98.5% 5,567.41 96.9%
Other Income 135.81 1.5% 180.03 3.1%
Total Revenue 9,081.32 100.0% 5747.44 100.0%
Expenses
Operating Cost 4,008.55 44.1% 1,907.7 33.2%
Changes in Inventory -348.79 -3.8% -80.53 -1.4%
Employee Benefit Expenses 2,221.86 24.5% 1,744.64 30.4%
Finance Costs 855.22 9.4% 698.26 12.1%
Depreciation and Amortization Expenses 549.97 6.1% 441.92 7.7%
Other Expenses 957.37 10.5% 862.79 15.0%

225
 Total Expenses 8,244.18 90.8% 5,574.78 97.0%
Profit/(Loss) before tax & Exceptional Items 837.14 9.2% 172.66 3.0%
Less: Exceptional Items - - - -
Less/Add: Share of Profit/Loss of Associate -24.62 -0.3% - -
(Net of Tax)
Profit/(Loss) before tax (After Exceptional items, 812.52 8.9% 172.66 3.0%
Share of Profit/Loss of Associate)
Net Tax Expenses 498.5 5.5% -201.33 -3.5%
Profit/(Loss) after tax 314.02 3.5% 373.99 6.5%

OVERVIEW OF RESULTS OF OPERATION

On consolidated basis for 9 months ended December 31, 2023, compared to 9 months ended December 31, 2022

Total Revenue

Our total revenue for the 9 months ended December 31, 2023, was ₹ 9,081.32 lakhs as compared to ₹ 5,747.44 lakhs for the 9
months ended December 31, 2022, representing an increase of 58.01 %. Total revenue comprises of:

Revenue from Operations

Our revenue from operations for the 9 months ended December 31, 2023, was ₹ 8,945.51 lakhs as compared to ₹ 5,567.41 lakhs
for the 9 months ended December 31, 2022, representing an increase of 60.68%. This increase was primarily due attributed to the
initiation of new projects, with the majority of the increased revenue stemming from project service fees.

Other Income

Other income for the 9 months ended December 31, 2023, was ₹ 135.81 lakhs as compared to ₹ 180.03 lakhs for the 9 months
ended December 31, 2022, representing a decrease of 24.56 %. The decline is mainly due to reduction in income generated from
other non-recurring income and profit on sale of investments.

Total Expenses

Our total expenditure for the 9 months ended December 31, 2023, was ₹ 8,244.18 lakhs as compared to ₹ 5,574.78 lakhs for the 9
months ended December 31, 2022, representing an increase of 47.88 %. Total expenditure comprises of:

Operating Expenses

The operating expenses for the 9 months ended December 31, 2023, was ₹ 4,008.55 lakhs as compared to ₹ 1,907.7 lakhs for the
9 months ended December 31, 2022, representing an increase of 110.12%. This was primarily due to higher project related costs.

Employee Benefit Expenses

Employee benefit expense for the 9 months ended December 31, 2023, was ₹ 2,221.86 Lakhs as compared to ₹ 1,744.64 Lakhs
for the 9 months ended December 31, 2022, representing an increase of 27.35%. The primary reason for this increase was the rise
in salaries, coupled with the addition of new employees.

Finance Cost

Finance costs for the 9 months ended December 31, 2023, was ₹ 855.22 Lakhs as compared to ₹ 698.26 Lakhs for the 9 months
ended December 31, 2022, representing an increase of 22.48 %. The increase in the finance cost was due to increment in total
indebtedness.

Depreciation and Amortization Expense

Depreciation and amortization expense for the 9 months ended December 31, 2023, was ₹ 549.97 Lakhs as compared to ₹ 441.92
Lakhs for the 9 months ended December 31, 2022, representing an increase of 24.45%. The increase in depreciation was on account
of increase in fixed tangible and intangible assets.

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Other Expenses

The other expenses for the 9 months ended December 31, 2023, was ₹ 957.37 Lakhs as compared to ₹ 862.79 Lakhs for the 9
months ended December 31, 2022, representing an increase of 10.96%. This increase is primarily attributable to increases
expenditure on promotional activities, travelling, conveyance and software charges.

Profit/(Loss) Before Tax

The profit/(loss) before tax for the 9 months ended December 31, 2023, was ₹ 812.52 Lakhs as compared to ₹ 172.66 for the 9
months ended December 31, 2022, representing an increase of 370.59 %. The previously mentioned reasons accounted for major
gain in profit.

Tax Expenses

Tax expense for the 9 months ended December 31, 2023, was ₹ 498.5 Lakhs as compared to ₹ (201.33) Lakhs for the 9 months
ended December 31, 2022, representing an increase of 347.60 %.

Profit/(Loss) After Tax

The profit/(loss) after tax for the 9 months ended December 31, 2023, was ₹ 314.02 Lakhs as compared to ₹ 373.99 Lakhs for th e
9 months ended December 31, 2022, representing a decrease of 16.04% The profits decreased on account of various reasons
discussed above.

Fiscal 2023 compared to Fiscal 2022

(Amount in ₹ lakhs)
Particulars Fiscal 2023 Fiscal 2022
Amount % of Total Revenue Amount % of Total Revenue
Revenue from Operations 8,365.16 97.5% 10,650.32 98.8%
Other Income 210.2 2.5% 125.62 1.2%
Total Revenue 8,575.36 100.0% 10,775.94 100.0%
Operating Cost 2,965.85 34.6% 6,063.1 56.3%
Changes in Inventory - 64.89 -0.8% -28.02 -0.3%
Employee Benefit Expenses 2,485.14 29.0% 1,835.01 17.0%
Finance Costs 957.56 11.2% 837.69 7.8%
Depreciation and Amortization Expenses 606.24 7.1% 532.3 4.9%
Other Expenses 1,392.35 16.2% 1,156.88 10.7%
Total Expenses 8,342.25 97.3% 10,396.96 96.5%
Profit/(Loss) before tax & Exceptional Items 233.11 2.7% 378.98 3.5%
Less: Exceptional Items - 0.0% - 0.0%
Profit/(Loss) before tax (After Exceptional 233.11 2.7% 378.98 3.5%
items)
Net Tax Expenses -146.55 -1.7% 229.26 2.1%
Share of Profit in Associates 59.58 0
Profit/(Loss) after tax 439.24 4.4% 149.72 1.4%

OVERVIEW OF RESULTS OF OPERATION

On consolidated basis for the Fiscal 2023, compared to Fiscal 2022

Total Revenue

Our total revenue for the Fiscal 2023, was ₹ 8,575.36 lakhs as compared to ₹ 10,775.94 lakhs for the Fiscal 2022, representing a
decrease of 20.42%. Total revenue comprises of:

Revenue from Operations

Our revenue from operations for the Fiscal 2023, was ₹ 8,365.16 Lakhs as compared to ₹ 10,650.32 Lakhs for the Fiscal 2022,
representing a decrease of 21.46%. This was primarily due to fewer new projects being added in the Fiscal 2023 which led to
decreased revenue from this segment.

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Other Income

Other income for the Fiscal 2023, was ₹ 210.2 Lakhs as compared to ₹ 125.62 Lakhs for the Fiscal 2022, representing an increase
of 67.33 %. The growth in other income was due to addition of interest income earned from security deposit along with gain on
assets sold and profit earned from sale of investment.

Total Expenses

Our total expenditure for the Fiscal 2023, was ₹ 8,342.25 Lakhs as compared to ₹ 10,396.96 Lakhs for the Fiscal 2022, representing
a decrease of 19.76 %. Total expenditure comprises of:

Operating Cost

The cost of goods sold for the Fiscal 2023, was ₹ 2,965.85 Lakhs as compared to ₹ 6,063.10 Lakhs for the Fiscal 2022, representing
decrease of 51.08 %. This fall was because of drastic reduction in Project cost in the Fiscal 2023.

Employee Benefit Expenses

Employee benefit expense for the Fiscal 2023 was ₹ 2,485.14 Lakhs as compared to ₹ 1,835.01 Lakhs for the Fiscal 2022,
representing an increase of 35.43%. The increase was primarily on account of increase in overall salary and wages, along with
increase in employee welfare and training expenses.

Finance Cost

Finance costs for the Fiscal 2023, was ₹ 957.56 Lakhs as compared to ₹ 837.69 Lakhs for the Fiscal 2022, representing an increase
of 14.31%. The increment in finance cost was due to increase in borrowings (Debentures and Bank Overdraft) and dividend on
preference shares.

Depreciation and Amortization Expense

Depreciation and amortization expense for the Fiscal 2023, was ₹ 606.24 Lakhs as compared to ₹ 532.3 Lakhs for the Fiscal 2022,
representing an increase of 13.89%. The increase during the year is attributable to addition of tangible assets for business purpose.

Other Expenses

Other expenses for the Fiscal 2023, was ₹ 1,392.35 Lakhs as compared to ₹ 1,156.88 Lakhs for the Fiscal 2022, representing an
increase of 20.35 %. Increase in advertisement expenses, general admin related expenses along with certain miscellaneous costs
resulted in increased other expenses.

Profit/(Loss) Before Tax

The profit/(loss) before tax for the Fiscal 2023, was ₹ 233.11 Lakhs as compared to ₹ 378.98 Lakhs for the Fiscal 2022 representing
a decrease of 38.49 %. The above mentioned variables were the main cause of decline in profits.

Tax Expenses

Tax expenses for the Fiscal 2023, was ₹ -146.55 Lakhs as compared to ₹ 229.26 Lakhs for the Fiscal 2023, representing a decrease
of 163.92%. The decrease in the tax expenses was on account of decrease in business profit for the year.

Profit/(Loss) After Tax

The profit/(loss) after tax for the Fiscal 2023, was ₹ 379.66 Lakhs as compared to ₹ 149.72 Lakhs for the Fiscal 2022, representing
a increase of 153.58 %. The above-mentioned factors were the cause of increase in earning after tax.

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 MATERIAL DEVELOPMENTS
Other than as stated in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on page 224,
there have not arisen, since the date of the Limited Reviewed Financial Results disclosed in this Draft Letter of Offer, any
circumstances which materially and adversely affect, or are likely to affect, our trading, our profitability or the value of our assets or
our ability to pay our liabilities within the next 12 months.

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 SECTION VI: LEGAL AND OTHER INFORMATION
OUTSTANDING LITIGATIONS AND DEFAULTS

Our Company and its Subsidiaries is involved in certain legal proceedings from time to time, which are primarily in the nature of
tax disputes, civil suits, and petitions pending before various authorities.

Except as disclosed below, there is no outstanding litigation with respect to (i) issues of moral turpitude or criminal liability on the
part of our Company and its Subsidiaries; (ii) material violations of statutory regulations by our Company and its Subsidiaries; (iii)
economic offences where proceedings have been initiated against our Company and its Subsidiaries; (iv) any pending matters,
which if they result in an adverse outcome, would materially and adversely affect our operations or our financial position.

Any outstanding litigation involving our Company and its Subsidiaries i.e., proceedings other than litigation involving issues of
moral turpitude, criminal liability, material violations of statutory regulations or proceedings related to economic offences, shall be
considered material and shall be disclosed in this Draft Letter of Offer, if (i) the monetary claim involved in such proceedings is an
amount exceeding 10% of Profit after Tax as per latest audited financial statement (“Materiality Threshold”), and/or (ii) is
otherwise determined to be material in terms of the Materiality Policy.

Pre-litigation notices received by our Company and its Subsidiaries from third parties (excluding notices pertaining to any offence
involving issues of moral turpitude, criminal liability, material violations of statutory regulations or proceedings related to economic
offences) has not been evaluated for materiality until such time our Company and its Subsidiaries are impleaded as defendants in
litigation proceedings before any judicial/ arbitral forum.

All terms defined in a particular litigation disclosure pertain to that litigation only. Unless stated to the contrary, the information
provided below is as of the date of this Draft Letter of Offer.

Litigations involving our Company

There are no issues of moral turpitude or criminal liability, material violations of statutory regulations or economic offences or
material pending matters involving our Company, except as follows:

A. Proceedings involving issues of moral turpitude or criminal liability

i. Criminal Litigations initiated against our Company:

1. Chargesheet bearing number RC-1(E)/2018/CBI/BS&FB/BLR

The Central Bureau of Investigation, BSFB, Bangalore (“Complainant”) filed a chargesheet bearing number RC-
1(E)/2018/CBI/BS&FB/BLR (“Chargesheet”) before the Hon'ble Additional City Civil Judge and Special Judge for CBI
Cases, Bangalore (“Court”) against M/s Sri Krishna Stockist and Traders Private Limited (“Accused 1”), T. Kanna Rao
(“Accused 2”), T. Venkataramana (“Accused 3”), Andhra Pradesh Industrial and Technical Consultancy Organisation
(“Accused 4”), Mitcon Consultancy and Engineering Services Limited (“Accused 5”), and unknown Public Servants and
others (collectively, “Accused”) under section 120-B read with section 420 of the Indian Penal Code and section 13(2) read
with section 13(1) of the Prevention of Corruption Act, 1988. The Complainant has filed this chargesheet based on the
written complaint bearing number IFCI/LEGAL/SKSTPL/2018-180124095 dated January 25, 2018 received from Mathur
Bajaj, Assistant General Manager (Law), Industrial Finance Corporation of India Limited (“IFCI”) for causing wrongful
loss to the extent of Rs. 80,00,93,046.08 as on September 30, 2017 to IFCI. The Chargesheet is presently pending before
the Court and the next date of hearing is May 31, 2024.

ii. Criminal Litigations initiated by our Company:

1. Mitcon Consultancy & Engineering Services Limited vs. Shetkari Sakhar Karkhana Limited and Others - S.C.C.
No./41227/2018 and S.C.C. No./45952/2018

Mitcon Consultancy & Engineering Services Limited ("Mitcon") filed complaint bearing numbers S.C.C. No./41227/2018
and S.C.C. No./45952/2018 against Shetkari Sakhar Karkhana Limited ("Accused No. 1") and Others (Accused No. 2 to
9 are directors of Accused No. 1) (Collectively the, "Accused") under Section 138 of the Negotiable Instruments Act,
1881, before the Court of Judicial Magistrate, First Class, Pune. The Accused approached Mitcon in the month of July 2015
and sought consultancy of project management and engineering services from Mitcon at the site of the Sugar Factory of
Accused No. 1. The Accused issued a work order dated September 20, 2015 ("Work Order"), which was accepted by

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 Mitcon. The estimated/agreed cost of the entire project was Rs. 1,51,00,000. In pursuance of the Work Order and
specification of the Accused, Mitcon raised invoices, amounting to Rs. 50,44,000. It is claimed by Mitcon that the Accused
committed default in payment of the outstanding amount of Rs. 50,44,000, which means that the Accused are liable to pay
the said amount with interest agreed @ 18% p.a. mentioned in the invoices. Following the non-payment of the outstanding
amount, Mitcon filed Company Petition No. IB-1349(MB)/2017 before the National Company Law Tribunal ("NCLT").
In the abovementioned petition before the NCLT, the Accused agreed to pay Rs. 20,00,000 as a settlement and executed
the Settlement dated June 18, 2018. The Accused gave two cheques bearing no. 003983 ("Cheque No. 1") and 003988
("Cheque No. 2") dated June 22, 2018 and August 17, 2018 respectively, of Rs. 10,00,000 each. On July 10, 2018, Mitcon
presented and deposited Cheque No. 1, however, it was dishonoured with a remark "Funds Insufficient". Similarly, on
August 29, 2018, Mitcon presented and deposited Cheque No. 2, and it was dishonoured with a remark "Funds Insufficient".
Despite multiple reminders about the dishonour of Cheque No. 1 and Cheque No. 2, the Accused failed and neglected to
make the payment of Rs. 10,00,000 in both the scenarios. Hence, these complaints have been filed.

B. Matters involving material violations of statutory regulations by our Company

As on the date of this Draft Letter of Offer, there are no proceedings/matters involving material violations of statutory
regulations by our Company.

C. Economic offences where proceedings have been initiated against our Company

As on the date of this Draft Letter of Offer, there are no economic offences initiated against our Company.

D. Other proceedings involving our Company which involve an amount exceeding the Materiality Threshold and other
pending matters, which if they result in an adverse outcome would materially and adversely affect the operations
or the financial position of our Company

i. Civil Litigations initiated against our Company:

1. Suresh Gangadhar Pawar vs. Mitcon Consultancy and Engineering Services Limited – Arbitration Proceedings

Suresh Gangadhar Pawar (“Claimant”) initiated an Arbitration Proceeding before the Arbitral Tribunal comprising of
Justice S.R. Sathe (Retd.), Presiding Arbitrator, Shri. Sadashiv S. Deshmukh, (Retd. Principal District Judge), Co-Arbitrator
and Shri. Jayprakash S. Kapre (Retd. District Judge), Co-Arbitrator (collectively “Arbitral Tribunal”) against Mitcon
Consultancy and Engineering Services Limited (“Respondent”). The Claimant and the Respondent entered into a
Memorandum of Understanding dated December 2, 2002 (“MOU”). As per the MOU, the Respondent had established a
new division under the name Securitization and Financial Enforcement Division (“SAFE Division”) and the Claimant
would be the head of the SAFE Division and agreed that the surplus of the SAFE Division arrived at, after debiting all the
related expenditure shall be shared in the ratio of 50:50 by the Claimant and the Respondent. The MOU was renewed from
time to time and lastly it was renewed on October 17, 2008 ending at September 30, 2011. In June 2011, a dispute arose
between the Claimant and the Respondent, therefore, the Respondent issued notice dated June 30, 2011 and terminated the
MOU on September 30, 2011. According to the Respondent, Respondent was liable to payment of Rs. 14,29,752 to the
Claimant. However, as per the claim statement produced by the Claimant, Respondent owed Rs. 93,49,752. During the
pendency of this Arbitration Proceedings, the Claimant filed a Company Petition bearing number 462 of 2012 before the
Hon’ble High Court of Bombay (“Court”). The Court directed the respondent to pay Rs.14,29,752 which according to the
Respondent was payable to the Claimant and therefore, paid the said amount to the Claimant. The Arbitral Tribunal passed
preliminary Award dated July 21, 2019 for payment of interest at the rate of 10% on Rs.14,29,752 from October 1, 2011 to
the date on which respondent paid the above-mentioned amount, that is, February 27, 2013 to the Claimant and Rs. 3,00,000
as cost for this Arbitrary Proceedings. The Arbitration Proceeding is currently pending. The next date of hearing is May 07,
2024.

2. Suresh Gangadhar Pawar vs. Mitcon Consultancy and Engineering Services Limited

Suresh Gangadhar Pawar (“Applicant”) filed a Civil Miscellaneous Application bearing number 1350 of 2019
(“Application”) before the Hon’ble District Judge, Pune (“Court”) against Mitcon Consultancy and Engineering Services
Limited (“Respondent”). The Applicant has filed this Application before the Court challenging the award dated July 21,
2019 (“Impugned Award”) passed by the Arbitration Tribunal in a dispute between the Applicant and the Respondent. The
Applicant has prayed before the Court for quashing and setting aside the Impugned Award partially only to the extent of –
not allowing the claim of the Applicant for Rs. 1,41,530 in issue number vii, Rs. 2,94,667 in issue number viii, Rs. 1,41,928
in issue number iii. Rs. 3,41,250 in issue number ii, only allowing claim of Rs. 3,00,000 against the claim of Rs. 6,75,000
of the Applicant. The Application is presently pending and the next date of hearing is May 07, 2024.

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3. Shubhangi Vivek Joshi vs. Shilpa Vikas Kantikar and ors.

Shubhangi Vivek Joshi (“Plaintiff”) filed a Special Civil Suit bearing number 411 of 2014 (“Suit”) before the Hon’ble
Civil Judge Senior Division, Nagpur (“Court”) against Shilpa Vikas Kantikar ("Defendant 1"), Rishikesh Vikar Kanitkar
("Defendant 2"), State Bank of India, VRCE Branch ("Defendant 3"), State Bank of India, SARB ("Defendant 4"), Mitcon
Consultancy and Engineering Services Limited ("Defendant 5"), Vivek Ashok Joshi ("Defendant 6") and ARCEL
("Defendant 7"), (collectively "Defendants"). The Plaintiff contends Defendant 1 and Defendant 3 along with husband of
Defendant 1, Vikas Kanitkar had provided a hand loan of Rs. 1,00,000 against a mortgaging the suit flat somewhere around
December 2003, which was originally owned by one Latika Joshi, aunt of Defenant 6 and which was bequeathed by her to
the Plaintiff and Defendant by a will dated June 6, 2006. However, to the shock of the Plaintiff, the Defendant 1 and husband
of Defendant 1 has executed a Sale Deed instead of a Mortgage Deed on January 1, 2004. Thereafter, the Defendant 1 and
husband of Defendant 1 further, mortgaged the said flat to Defendant 3 to 5 against a loan of Rs.5,00,000 and in the said
flat was to be auctioned somewhere in 2013-2014. Therefore, the Plaintiff has filed this Suit before the Court praying for
permanent, mandatory and preventive injunction against the auction and to declare that the Plaintiff is rightful owner of the
said flat under the will executed by Latika Joshi and to restrain Defendant 1 to 5 from creating any third party interests.
The Suit is presently pending and the next date of hearing is July 20, 2024.

4. Canara Bank vs. Bank of Maharashtra and ors.

Canara Bank (“Applicant”) had filed a Transferred Original Application bearing number 232 of 2017 and Transferred
S.A. bearing number 547 of 2016 (“Application”) before the Hon’ble Mumbai Debts Recovery Tribunal 2 (“Tribunal”)
against Bank of Maharashtra (“Respondent 1”), Mitcon Consultancy Services (“Respondent 2”), Suhas V. Gadre
(“Respondent 3”), Asha S. Gadre (“Respondent 4”), Manju Niketan Premises Co-op Housing Society (“Respondent 5”),
Bank of India (“Respondent 6”) and Central Bank of India (“Respondent 7”) (collectively “Respondents”). This
Applicant states that it had disbursed Term Loan of Rs. 14,50,000 on March 9, 2004 to Respondent 3 against the security
of Shop belonging to Respondent 3. The Applicant further contends that the Respondent 3 has executed several other
security documents and through the Public Notice of Respondent 1 and through proceedings it was discovered that
Respondent 3 had executed security documents with Respondent 6 and Respondent 7. Therefore, the Applicant had filed
this Application before the Tribunal praying for Respondent 6 and Respondent 7 be impleaded and the sale proceeds against
the shop be transferred to the Applicant as they are genuine documents of title. The Application is presently pending and
the next date of hearing is June 26, 2024.

Oriental Bank of Commerce vs. Gaganjit Kaur Vijan and Ors.

Oriental Bank of Commerce (“Applicant”) filed a Marji Application bearing number 65 of 2017 in RAD Suit 111 of 2010
(“Application”) before the Hon’ble Small Causes Court at Bandra, Mumbai (“Court”) against Gaganjit Kaur Vijan
(“Respondent 1”), Kamaljeet Singh Vijan (“Respondent 2”), R. Krishna Murthy (“Respondent 3”) and Mitcon
Consultancy Services (“Respondent 4”). The Applicant had filed a miscellaneous application before the Court against the
ex-parte order dated August 8, 2013 passed by the Court. The Court has issued a Show Cause Notice to Respondent 4 dated
October 7, 2017 to show cause against the Application. The Application is presently pending before the Court and the next
date of hearing is June 26, 2024.

ii. Civil Litigations initiated by our Company:

1. Mitcon Consultancy and Engineering Services Limited vs. Suresh Gangadhar Pawar

Mitcon Consultancy and Engineering Services Limited (“Petitioner”) filed an Arbitration Petition bearing number 914 of
2019 (“Arbitration Petition”) before the Hon’ble District Judge, Pune (“Court”) against Suresh Gangadhar Pawar
(“Respondent”). The Petitioner has filed this Arbitration Petition before the Court challenging the award dated July 21,
2019 (“Impugned Award”) passed by the Arbitration Tribunal in a dispute between the Respondent and the Petitioner. The
Petitioner has prayed before the Court for quashing and setting aside the Impugned Award partially only to the extent of –
(i) the Arbitration Tribunal's finding on entitlement of Respondent in his share in surplus arising out of recovery of
outstanding dues of SAFE Division as on September 30, 2011 based on the debtor's list as on September 30, 2011, through
the outstanding dues are recovered by the Petitioner after September 30, 2011, (ii) directing the Petitioner to pay interest
at the rate of 10% per annum on the amount of Rs. 14,92,752 from October 1, 2011 to the date on which Petitioner paid
this amount, that is, February 27, 2013 to the Respondent, within 3 months from the date of award, (iii) Repondent's
entitlement to his share in TDS credits received from the client banks/ financial institutions and not shared with the
claimant, received by the Petitioner after September 30, 2011, (iv) Directing Petitioner to pay to the Respondent the costs
of arbitration proceedings and stay the operation and execution of the impugned award passed by the Arbitration Tribunal.

232
2. Mitcon Consultancy and Engineering Services Limited vs. IFCI Limited and Ors.

Mitcon Consultancy and Engineering Services Limited (“Petitioner”) filed a Writ Petition bearing number 66 of 2018
(“Writ Petition”) before the Hon’ble High Court of Bombay (“Court”) against IFCI Limited (“Respondent 1”), Under
Secretary, Department of Financial Services (“Respondent 2”), Union of India (“Respondent 3”), Central Vigilance
Commission (“Respondent 4”), Indian Banks Association (“Respondent 5”). The Petitioner contends that M/s Anudeep
Associates, a Government Registered Valuer from Hyderabad was introduced to the Petitioner in April 2014 by one of the
officers of the Respondent 1. Thereafter, on September 9, 2014, the Respondent 1 appointed Petitioner for carrying out
valuation of land parcels offered by as collateral security by M/s VNR Infra Limited, a borrower of the Respondent 1. On
September 19, 2014, a draft valuation report was shared vide an email by Ms. Rosi Reddy of M/s Anudeep Associates and
the same was forwarded to the Respondent 1. In April 28, 2015, the Respondent 1 again appointed the Petitioner for carrying
out valuation of agricultural lands of PKNR Estates Private Limited for loan availed by M/s VNR Infra Limited. The
Petitioner again appointed M/s Anudeep Associates for undertaking valuation of land parcels and on May 7, 2015 Ms. Rosi
Reddy of M/s Anudeep Associates emailed a draft valuation report and the same was forwarded to the Respondent 1.
Thereafter, Respondent 1 declared the account of its borrower M/s VNR Infra Limited as a NPA. Therefore, on July 22,
2016, the Respondent 1 issued a Show Cause Notice seeking explanation as to why action should not be taken against the
Petitioner for overvaluation of the land parcels in the valuation reports.

3. Mitcon Consultancy and Engineering Services Limited vs. IFCI Limited and Ors.

MITCON Consultancy and Engineering Services Limited (“Petitioner”) filed a Writ Petition bearing number 2456 of 2021
(“Writ Petition”) before the Hon’ble High Court of Bombay (“Court”) against IFCI Limited (“Respondent 1”) and Union
of India (“Respondent 2”) (collectively, “Respondents”). The Petitioner contends that the Respondent 1 vide email dated
March 2, 2015 had requested for quote for carrying out valuation of land parcels to be mortgaged by M/s Sri Krishna
Stockists and Traders Private Limited, Andhra Pradesh. The Petitioner contends that vide email dated March 19, 2015, they
shared a draft unsigned valuation report with the Respondent 1. The Respondent 1 disbursed Rs. 40 crores on March 27,
2015 and Rs. 40 crores on December 12, 2015 based on the draft unsigned valuation report. The Petitioner further contends
that the Respondent 1 sought the final valuation report on March 27, 2016, one year after the draft unsigned valuation
report. The Petitioner further contends that after several personal hearings and representations to the Respondent 1,
Respondent 1 on April 16, 2021 blacklisted the Petitioner for a period of 5 years from issuing valuation report. Therefore,
the Petitioner had filed this Writ Petition before the Court praying for quashing and setting aside the impugned order passed
by the Respondent 1 vide letter dated April 16, 2021. The Court has passed an order for stay in favour of the Petitioner. The
matter is presently pending and the next date of hearing is presently not notified. In September 19, 2016, the Petitioner
received a letter from Respondent 1 for blacklisting of Petitioner from the panel of valuers of Respondent 1 for a period of
5 years. On being aggrieved by the blacklisting the Petitioner approached this Court seeking stay and the same was granted
and the Writ Petition was disposed off. The Respondents 2 and 3 issued a letter dated December 1, 2017 to the Respondent
5 to not rely upon the Petitioners Valuation Report. Therefore, on December 11, 2017 circulated a letter to all its member
banks to not reply on the Petitioners Valuation Report. Therefore, this Writ Petition is filed before the Court praying for
quashing and setting aside the letters issued by the Respondent 4 dated December 1, 2017, Respondents 2 and 3 dated
December 1, 2017 and Respondent 5 dated December 11, 2017.

4. MITCON Consultancy and Engineering Services Limited vs. IFCI Limited and Ors.

MITCON Consultancy and Engineering Services Limited (“Petitioner”) filed a Writ Petition bearing number 2457 of 2021
(“Writ Petition”) before the Hon’ble High Court of Bombay (“Court”) against IFCI Limited (“Respondent 1”) and Union
of India (“Respondent 2”) (collectively, “Respondents”). The Petitioner contends that the Respondent 1 vide letter bearing
number B'luru/Legal/Valu/VIL/2014-465 dated September 9, 2014 had requested for quote for carrying out valuation of
land parcels located near Shamshabad international airport, Hyderabad, offered as collateral security by M/s VNR
Infrastructures Limited. The Petitioner contends that vide email dated September 19, 2014, they shared a draft unsigned
valuation report with the Respondent 1. The Respondent 1 vide its letter bearing number IFCI/BLRO/VNRIL/2015 dated
April 28, 2015 again requested for quote for carrying out valuation of agriculture land accepted as collateral security of Rs.
100 crores by M/s VNR Infrastructures Limited. The Petitioner vide email dated May 8, 2015 shared a draft unsigned
valuation report with the Respondent 1. Thereafter, the Petitioner received a communication on June 13, 2016 seeking
clarifications on the draft unsigned valuation report shared by the Petitioner in September 2014 and May 2015. The
Petitioner further contends that after several personal hearings and representations to the Respondent 1, Respondent 1 on
April 16, 2021 blacklisted the Petitioner for a period of 5 years from issuing valuation report. Therefore, the Petitioner had
filed this Writ Petition before the Court praying for quashing and setting aside the impugned order passed by the Respondent
1 vide letter dated April 16, 2021. The Court has passed an order for stay in favour of the Petitioner. The matter is presently
pending and the next date of hearing is presently not notified.

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E. Tax Proceedings initiated against our Company
(₹in lakhs)
Particulars No. of cases Amount involved
Direct Tax Nil Nil
Indirect Tax 1 45.40
Total 1 45.40

Litigations involving our Subsidiaries

There are no issues of moral turpitude or criminal liability, material violations of statutory regulations or economic offences or
material pending matters involving our Subsidiaries, except as follows:

A. Proceedings involving issues of moral turpitude or criminal liability

i. Criminal Litigations initiated against our Subsidiaries:

Nil

ii. Criminal Litigations initiated by our Subsidiaries:

1. MITCON Credentia Trusteeship Services Limited vs. Novasatum Foods Private Limited and Ors.

MITCON Credentia Trusteeship Services Limited (“Complainant”) has filed a complaint (“Complaint”) before the
Hon’ble Court of Metropolitan Magistrate, Bhoiwada, Mumbai (“Court”) against Novasatum Foods Private Limited
(“Accused 1”), Saurabh Bohra (“Accused 2”) and Deepak Agarwal (“Accused 3”). The Complainant contends that the
Accused 1 was desirous of raising by funds by way of debt pursuant to which the Accused 1 entered into four Debenture
Subscription Agreements dated October 29, 2021 (“DSA 1”), November 30, 2021 (“DSA 2”) and February 26, 2022 (“DSA
3” and “DSA 4”) (Collectively known as “DSAs”) and appointed the Complainant as debenture trustee. Further, under the
DSAs the debenture holders and the Complainant appointed Klub Works Private Limited as a service provider to monitor
and collect the amount repayable including debt consideration along with interest 'Repayment Amount' and balance amount
pending from repayment amount due at the end of the month 'Settlement Amount'. As of October 13, 2022, the Accused 1
failed to repay the monthly dues for the months of July 2022, August 2022 and September 2022. Therefore, the
representatives of the Service Provider on behalf of the Complainant addressed an email to the Accused 2 to clear the dues
by October 17, 2022. Consequently, on October 17, 2022, Accused 1 made payment towards their dues for the months of
July 2022 and August 2022. However, the dues for the month of September 2022and October 2022 were defaulted. The
Complainant issued notice dated December 7, 2022 to clear all dues by within 10 days of receipt of the notice i.e. by
December 17, 2022 and in the event of default Accused No. 1 could be called upon to repay the entire amount under DSAs.
Despite repeated reminders the Accuse No. 1 did not repay the dues and the service providers scheduled e-NACH mandates
to clear the amounts. The service Providers scheduled -NACH mandates towards the entire pending debt amount being Rs.
2,24,03,299. On December 19, 2022, the service provider, under the said NACH registration, cleared 4 e-NACH mandates
towards the recalled dues of Rs. 2,24,03,299. The said e- NACH bounced on the same day i.e. December 19,
2022. Thereafter, on February 10, 2023, the service provider received an intimation from its bankers that on January 10,
2023, a payment of Rs. 12,00,000/- was received from Accused No. 1 into the repayment account of the Complainant, the
Complainant adjusted the same against the pending dues. The Complainant attempted to clear another set of e-NACH
mandates to realize their dues on march 4, 2023 amounting to Rs. 2,56,29,461. However, the same was bounce with the
reason “Balance Insufficient”. Aggrieved by the same the Complainant has filed this Complaint under section 25 of the
Payments and Settlement Systems Act, 2007 and under the provisions of Section 138 to 147 of the Negotiable Instruments
Act, 1881 for the dishonor amounting to Rs.2,56,29,461 along with 0.1% interest per day compounded daily from the date
of dishonor. The matter is still pending and the next date of hearing is May 27, 2024.

B. Matters involving material violations of statutory regulations by our Subsidiaries

As on the date of this Draft Letter of Offer, there are no proceedings/matters involving material violations of statutory
regulations by our Subsidiaries.

C. Economic offences where proceedings have been initiated against our Subsidiaries
As on the date of this Draft Letter of Offer, there are no economic offences initiated against our Subsidiaries.

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D. Other proceedings involving our Subsidiaries which involve an amount exceeding the Materiality Threshold and
other pending matters, which if they result in an adverse outcome would materially and adversely affect the
operations or the financial position of our Subsidiaries

i. Civil Litigations initiated against our Subsidiaries:

1. Rahul Gagerna and Ors vs. Credas Trusteeship Services Private Limited and Ors.

Rahul Gagerna (“Plaintiff 1”), Kamini Kaura (“Plaintiff 2”), KAE Capital Fund II (“Plaintiff 3”), KAE Capital Fund IIA
- Scheme (“Plaintiff 4”), Kalysta Capital Fund II (Mauritius) (“Plaintiff 5”), Grand Anicut Angel Fund (“Plaintiff 6”),
Grant Anicut Trust – I (“Plaintiff 7”) and 360 One India Private Equity Fund (“Plaintiff 8”) filed a Commercial Suit
bearing stamp number 14309 of 2023 (“Suit”) before the Hon’ble High Court of Bombay (“Court”) against Credas
Trusteeship Services Private Limited (“Defendant 1”), Ikshavaku Software Ventures India Private Limited (“Defendant
2”), MITCON Credentia Trusteeship Services Limited (formerly known as MITCON Trusteeship Services Limited)
(“Defendant 3”), Shanu Kumar (“Defendant 4”), Kamal Kishore Jaiswal (“Defendant 5”), Reena Umesh (“Defendant
6”), Boutique Spirit Brands Private Limited (“Defendant 7”) and Digital India Payments Limited (“Defendant 8”) . The
Defendant 7 had issued 800 unrated, unlisted secured redeemable NCDs at face value of Rs. 2,50,000 each by way of
private placement and therefore, on May 21, 2021, Defendant 7 executed a Debenture Trust Deed with Defendant 3. The
Defendant 7 also executed a Deed of Hypothecation and Hypothecation Power of Attorney dated May 21, 2021 in favour
of Defendant 3. The Plaintiff 1 and Plaintiff 2 and Defendants 4 to 6 (collectively “Pledgors”) executed Share Pledge
Agreement and Pledge Power of Attorney dated May 21, 2021 in favour of Defendant 3 for securing the repayment of the
NCDs. Thereafter, Defendant 7 entered into an arrangement with Defendant 1 for discounting/sale/assignment of its
invoices on its website being www.tradecred.com (a platform owned and operated by Defendant 2) to the extent of Rs.
40,00,00,000 and for the same Defendant 1 was appointed as security trustee. On May 21, 2021, the Defendant 7 entered
into a Security Trustee Agreement with Defendant l and 2. The Defendant 7 also executed Deed of Hypothecation and
Hypothecation Power of Attorney in favour of Defenant 1. Under the Bill Discounting Transaction, the time period for
repayment of the invoice was agreed to be of 90 days. Thereafter, for smooth functioning and advancement of business of
Defendant 7, the Plaintiffs and Defendants 4 to 6 (shareholders of Defendant 7) proposed to avail loan from HDFC Bank
of Rs. 10,00,00,000. HDFC Bank requested for a pari pasu charge on the current assets of the Defendant 7. Therefore, the
Defendant 7's shareholders sought approval of Defendant 1 and 3. The Plaintiff contends that the Defendants 1 and 3 were
acting on the instructions and instigation of Defendant 8 who was interested in taking over the management of Defendant
7 and therefore, creating hurdles in the functioning of Defendant 7. The Plaintiff further contends that Defendant 1 to 3
stopped all payments due to Defendant 7 for running its business including employees salaries and appropriated entire
incoming funds towards its dues. the Defendant 1 and 3 agreed to pay salaries for sales personnel, however, the same was
not done. The Plaintiffs states that on March 31, 2023, the Defendant 1 addressed a letter to Plaintiffs 1 and 2 and Defendant
4 to 7 informing them that the amounts were overdue under the Bill Discounting Facility and they intended to invoke the
pledge and enforce other securities. Plaintiff 1 addressed an email dated April 5, 2023, to Defendant l and 2 and informed
them that the shareholders are in the process of raising further capital from their investors and would resolve the issue. On
April 20, 2023, one of the representatives of the Defendant 2 vide an email informed that they were working out on a plan
to release necessary salaries and also to maintain current account. Defendant 1 issued notice dated May 5, 2023 under
section 138 of the Negotiable Instruments Act for dishonour of a cheque issued by Defendant 7. The Defendant 1 also
issued another notice dated May 5, 2023 for sale of pledged shares of the Pledgors. On May 6, 2023, the Defendant 3 to
Defendant 7 issued a notice of default under the clause of cross default. On May 13, 2023, Defendant 3 called upon
Defendant 7 to make payment of the entire redemption amount within a period of seven days from the receipt of the notice,
failing which it was stated that they shall take necessary action for enforcement of security. The Plaintiffs have therefore,
instituted this Suit before the Court praying to pass an order of permanent and mandatory injunction against Defendant 1
to 3 and Defendant 8 and pass an order and decree of Rs. 120,90,91,984 against Defendant 1 to 3 and Defendant 8 and
direct to pay the said amount jointly and/or severally. The Plaintiffs also filed an Interim Application bearing stamp number
14342 of 2023. However, the same was rejected by the Court vide order dated May 31, 2023 before the Court for interim
reliefs The Suit is presently pending before the Court and the next date of hearing is yet to be notified.

2. We Founder Circle Private Limited and ors. vs. Chillpill Ventures Private Limited and ors.

We Founder Circle Private Limited (“Applicant 1”), Evolvex Accelerator Private Limited (“Applicant 2”) and MITCON
Credentia Trusteeship Services Limited (“Applicant 3”), (collectively “Applicants”) filed a Company Application
(“Application”) before the Hon’ble Company Law Tribunal, Chandigarh (“Tribunal”) against Chillpill Venture Private
Limited (“Respondent 1”), Akaljyot Kaur (“Respondent 2”) and Amandeep Kaur (“Respondent 3”). The Respondent 2
and 3 directors of Respondent 1 approached the Applicants for raising funds in the month of June 2022. Pursuant to which
the Applicants subscribed unlisted secured redeemable Non-convertible debentures (“NCD”) of the Respondent 1, wherein
Applicant 1 subscribed to 250 NCDs of face value Rs. 1,00,000 amounting to Rs. 2,50,00,000 and Applicant 2 subscribed
to 100 NCDs of face value Rs. 1,00,000 amounting to Rs. 1,00,00,000 under a NCD Subscription Agreement dated August

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 10, 2022 (“NCD Agreement”). Thereafter, Applicant 1 transferred Rs. 1,40,00,000 on August 12, 2022 and Rs. 1,10,00,000
on August 17, 2022 and Applicant 2 transferred Rs. 1,00,00,000 on August 12, 2022, in the account of the Respondent 1.
A Debenture Trust Deed dated August 10, 2022 was executed between the Respondent 1 and Applicant 3. Under the terms
of NCD Agreement the Respondent 1 was liable to make repayment of the principal amount on monthly basis in equal
instalments along with interest at the rate of 14% per annum on the principal amount of debt amounting to Rs. 3,50,00,000.
The Applicants state that the Respondent 1 has not paid any interest from June 2023 onwards and therefore, became liable
to additional default interest at the rate of 12% per annum. The Applicants had sent a legal notice dated September 18, 2023
and recall legal notice dated October 16, 2023. Therefore, the Applicants filed this Application before the Tribunal praying
for Rs. 2,24,63,628 to Applicant 1 and Rs. 89,85,451 to Applicant 2. The Application is presently pending and the next
date of hearing is May 17, 2024.

ii. Civil Litigations initiated by our Subsidiaries:

1. Krishna Windfarms Developers Private Limited vs. Central Electricity Regulatory Commission, the Solar Energy
Corporation of India and Maharashtra Electricity Distribution Company Limited

Krishna Windfarms Developers Private Limited ("KWDL") has filed an appeal bearing no. APL-0000004/2020 against the
order dated November 8, 2019 in Petition bearing number 27/MP/2019 ("Impugned Order") of the Central Electricity
Regulatory Commission ("Respondent No. 1"), which was passed in favour of the Solar Energy Corporation of India
("Respondent No.2") and Maharashtra Electricity Distribution Company Limited ("Respondent No. 3"). KWDL
participated in a competitive bid process and was declared as a successful bidder for the 10 MW Solar Voltaic Project
against Request for Selection tender No. SECI/JNNSN/P2/B-3/RFS/MH/082015 dated August 27, 2015 ("Rfs") issued by
Respondent No. 2 for selection of Solar Power Developer for development of cumulative capacity of 500MW in the State
of Maharashtra. Accordingly, vide Letter of Intent dated March 10, 2016 ("LOI"), Respondent No. 2 appointed KWDL for
developing the Solar Project. In accordance with the LOI and as a precondition to execute a Power Purchase Agreement
("PPA") with Respondent No. 2 under Article 3.11 of the Rfs, KWDL furnished two bank guarantees amounting to Rs.
2,40,00,000 and Rs. 60,00,000 ("PBGs") respectively, which covered the period from July 8, 2016 to April 7, 2018. On
November 8, 2016, the Government of India declared demonetisation of certain denominations of Indian Currency notes,
which caused a delay in the execution of the project. KWDL, on September 20, 2017, informed the Government of
Maharashtra ("GOM") that the project has been delayed due to force majeure events and requested GOM to advice
Respondent No. 2 to not take any punitive actions as stipulated in the PPA for delay in fulfilment of the obligations stated
in the PPA. However, SECI invoked the PBGs of the KWDL totalling an amount of Rs. 3 crores, vide letter dated September
29, 2017, which KWDL claims to be illegal. KWDL then approached the Delhi High Court ("DHC") in lieu of the same
for restraining the Respondent No. 2 from the invoking the PBGs by way of temporary injunction. Vide its order dated
October 4, 2017, DHC was pleased to maintain the status quo and further restrained the banks to make payments to
Respondent No. 2 with respect to encashing the PBGs. However, on October 11, 2017, the Bank of India, against the order
of the DHC, liquidated the FD of KWDL to an equivalent amount of the PBGs and remitted the amount to Respondent No.
2. Hence, the Petition bearing no. 27/MP/2019 dated January 10, 2018 was filed by KWDL before Respondent No. 1 for
seeking reliefs. By way of an interim arrangement, a consent order was passed by DHC on February 21, 2018 and agreed
upon by the parties whereby the PGBs shall be released back in favour of the Appellant and shall not be encashed by
Respondent No. 2. Then an amended petition was filed by KWDL before Respondent No. 1, which was accordingly
allowed. However, on April 26, 2019, Respondent No. 3 filed its reply making allegations against KWDL on account of
loss caused to it due to delay cased in commissioning of the project by KWDL. Vide the impugned order, Respondent No.
1 held that Respondent No. 2 is well within its rights to encash the PBGs. Aggrieved by the impugned order, this appeal
has been filed. The matter is currently pending and the next date of hearing is yet to notified.

E. Tax Proceedings initiated against our Subsidiaries

(₹in lakhs)
Particulars No. of cases Amount involved
Direct Tax 2 Not Ascertainable
Indirect Tax Nil Nil
Total 2 Not Ascertainable
Note: Our Step-down Subsidiaries namely, MSPL Unit 2 Limited, MSPL Unit 3 Limited, MSPL Unit 4 Limited and Planeteye Infra-AI
Limited does not have TDS Traces Registration. Further, one of our Step-Subsidiary Planeteye Infra-AI Limited does not have GST
Registration.

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 GOVERNMENT AND OTHER STATUTORY APPROVALS
Our Company requires various licenses, registrations, permits and approvals issued by relevant central and state authorities under
various rules and regulations for carrying on its present business activities. Further, our obligation to obtain and renew such licenses,
registrations, permits and approvals may arise periodically and applications for such approvals are made/will be made at the
appropriate stage.

We are not required to obtain any licenses or approvals from any government or regulatory authority for the Objects.

For further details, please see “Objects of the Issue” on page 46.

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 OTHER REGULATORY AND STATUTORY DISCLOSURES
Authority for the Issue

The Board, pursuant to its resolution dated March 07, 2024 authorised the Issue under Section 62(1)(a) of the Companies Act, 2013.

Our Board, in its meeting held on [●] has resolved to issue the Equity Shares on rights basis to the Eligible Equity Shareholders, at
₹[●] per Equity Share (including a premium of ₹ [●] per Equity Share) aggregating up to ₹ 3,500 Lakhs. The Issue Price is ₹[●] per
Equity Share and has been arrived at by our Company in consultation with the Lead Manager prior to determination of the Record
Date.

On Application, Investors will have to pay ₹[●] per Rights Equity Share, which constitutes [●]% of the Issue Price and the balance
₹[●] per Rights Equity Share which constitutes [●]% of the Issue Price, will have to be paid, on one or more subsequent Call(s) as
determined by our Board at its sole discretion, from time to time.

Our Company has received ‘in-principle’ approval for listing of the Rights Equity Shares to be Allotted pursuant to Regulation 28
of SEBI Listing Regulations, vide letter bearing reference number [●] dated [●] issued by NSE for listing of the Rights Equity
Shares to be Allotted pursuant to the Issue. Our Company will also make application to NSE to obtain their trading approval for the
Rights Entitlements as required under the SEBI Rights Issue Circulars.

Our Company has been allotted the ISIN [●] for the Rights Entitlements to be credited to the respective demat accounts of the
Eligible Equity Shareholders of our Company. Our Company has been allotted ISIN [●] from both NSDL and CDSL for partly paid-
up. For details, see “Terms of the Issue” on page 244 of this Draft Letter of Offer

Prohibition by SEBI or other Governmental Authorities

Our Company, our Directors have not been prohibited from accessing the capital market or debarred from buying or selling or
dealing in securities under any order or direction passed by SEBI or any securities market regulator in any jurisdiction or any
authority/court as on date of this Draft Letter of Offer.

Further, our Directors are not promoter or director of any other company which is debarred from accessing or operating in the
capital markets or restrained from buying, selling or dealing in securities under any order or direction passed by SEBI. None of our
Directors are associated with the securities market in any manner. Further, there are no outstanding action initiated against any of
our Directors by SEBI in the five years preceding the date of filing of this Draft Letter of Offer.

Neither of our Directors have been declared as fugitive economic offender under Section 12 of Fugitive Economic Offenders Act,
2018 (17 of 2018).

Association with Securities Market

We confirm that none of our Director(s) is associated with the securities market in any manner except for trading on day to day
basis for the purpose of investment.

Prohibition by RBI

Neither our Company, nor our Directors have been categorized or identified as wilful defaulters or fraudulent borrowers by any
bank or financial institution or consortium thereof, in accordance with the guidelines on wilful defaulters issued by the Reserve
Bank of India. There are no violations of securities laws committed by them in the past or are currently pending against any of
them.

Compliance with Companies (Significant Beneficial Ownership) Rules, 2018

Our Company, is in compliance with the Companies (Significant Beneficial Ownership) Rules, 2018, as amended, to the extent
applicable, as on the date of this Draft Letter of Offer.

Eligibility for the Issue

Our Company is a listed company and has been incorporated under the Companies Act, 2013. Our Equity Shares are presently listed
on NSE. Our Company is eligible to offer Equity Shares pursuant to this Issue in terms of Chapter III and other applicable provisions
of the SEBI ICDR Regulations.

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Further, our Company is undertaking this Issue in compliance with Part B of Schedule VI of the SEBI ICDR Regulations.

Compliance with Clause (1) of Part B of Schedule VI of the SEBI ICDR Regulations

Our Company is in compliance with the provisions specified in Clause (1) of Part B of Schedule VI of the SEBI ICDR Regulations
as explained below:

1. Our Company has been filing periodic reports, statements, and information in compliance with the Listing Agreement or the
SEBI Listing Regulations, as applicable for the last three years immediately preceding the date of filing of this Draft Letter of
Offer with the SEBI.

2. The reports, statements and information referred to above are available on the websites of NSE.

3. Our Company has an investor grievance handling mechanism which includes meeting of the Stakeholders’ Relationship
Committee at frequent intervals, appropriate delegation of power by our Board as regards share transfer and clearly laid down
systems and procedures for timely and satisfactory redressal of investor grievances.

As our Company satisfies the conditions specified in Clause (1) of Part B of Schedule VI of SEBI ICDR Regulations, and is not
covered under the conditions specified in Clause (3) of Part B of Schedule VI of SEBI ICDR Regulations, disclosures in this Draft
Letter of Offer have been made in terms of Clause (4) of Part B of Schedule VI of SEBI ICDR Regulations.

Compliance with Regulations 61 and 62 of the SEBI ICDR Regulations

Our Company is in compliance with the conditions specified in Regulations 61 and 62 of the SEBI ICDR Regulations, to the extent
applicable. Further, in relation to compliance with Regulation 62(1)(a) of the SEBI ICDR Regulations, our Company undertakes to
make an application to the Stock Exchange for listing of the Rights Equity Shares to be issued pursuant to the Issue. NSE is the
Designated Stock Exchange for the Issue.

DISCLAIMER CLAUSE OF SEBI

IT IS TO BE DISTINCTLY UNDERSTOOD THAT THE SUBMISSION OF THIS DRAFT LETTER OF OFFER TO SEBI
SHOULD NOT, IN ANY WAY BE DEEMED OR CONSTRUED THAT THE SAME HAS BEEN CLEARED OR
APPROVED BY SEBI. SEBI DOES NOT TAKE ANY RESPONSIBILITY EITHER FOR THE FINANCIAL
SOUNDNESS OF ANY SCHEME OR THE PROJECT FOR WHICH THE ISSUE IS PROPOSED TO BE MADE, OR
FOR THE CORRECTNESS OF THE STATEMENTS MADE OR OPINIONS EXPRESSED IN THIS DRAFT LETTER
OF OFFER. THE LEAD MANAGER, SRUJAN ALPHA CAPITAL ADVISORS LLP HAS CERTIFIED THAT THE
DISCLOSURES MADE IN THIS DRAFT LETTER OF OFFER ARE GENERALLY ADEQUATE AND ARE IN
CONFORMITY WITH SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE
REQUIREMENTS) REGULATIONS, 2018, AS AMENDED, IN FORCE FOR THE TIME BEING. THIS
REQUIREMENT IS TO FACILITATE INVESTORS TO TAKE AN INFORMED DECISION FOR MAKING
INVESTMENT IN THE PROPOSED ISSUE.

IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE OUR COMPANY IS PRIMARILY RESPONSIBLE
FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT INFORMATION IN THE DRAFT
LETTER OF OFFER, THE LEAD MANAGER IS EXPECTED TO EXERCISE DUE DILIGENCE TO ENSURE THAT
OUR COMPANY DISCHARGES ITS RESPONSIBILITY ADEQUATELY IN THIS BEHALF AND TOWARDS THIS
PURPOSE, THE LEAD MANAGER, SRUJAN ALPHA CAPITAL ADVISORS LLP HAS FURNISHED TO SEBI, A DUE
DILIGENCE CERTIFICATE DATED APRIL 18, 2024 WHICH READS AS FOLLOWS:

[●]

THE FILING OF THE DRAFT LETTER OF OFFER DOES NOT, HOWEVER, ABSOLVE THE ISSUER FROM ANY
LIABILITIES UNDER THE COMPANIES ACT OR FROM THE REQUIREMENT OF OBTAINING SUCH
STATUTORY OR OTHER CLEARANCES AS MAY BE REQUIRED FOR THE PURPOSE OF THE PROPOSED ISSUE.
SEBI FURTHER RESERVES THE RIGHT TO TAKE UP, AT ANY POINT OF TIME, WITH THE LEAD MANAGER
ANY IRREGULARITIES OR LAPSES IN THE DRAFT LETTER OF OFFER.

Disclaimer clauses from our Company and the Lead Manager

Our Company and the Lead Manager accept no responsibility for statements made otherwise than in this Draft Letter of Offer or in

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any advertisement or other material issued by our Company or by any other persons at the instance of our Company and anyone
placing reliance on any other source of information would be doing so at his own risk.

Investors who invest in the Issue will be deemed to have represented to our Company, the Lead Manager and their respective
directors, officers, agents, affiliates and representatives that they are eligible under all applicable laws, rules, regulations, guidelines
and approvals to acquire Rights Equity Shares, and are relying on independent advice / evaluation as to their ability and quantum of
investment in the Issue.

Caution

Our Company shall make all information available to the Eligible Equity Shareholders in accordance with the SEBI ICDR
Regulations and no selective or additional information would be available for a section of the Eligible Equity Shareholders in any
manner whatsoever including at presentations, in research or sales reports etc. after filing of this Draft Letter of Offer.

No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this Draft
Letter of Offer. You must not rely on any unauthorized information or representations. This Draft Letter of Offer is an offer to sell
only the Rights Equity Shares and rights to purchase the Rights Equity Shares offered hereby, but only under circumstances and in
jurisdictions where it is lawful to do so. The information contained in this Draft Letter of Offer is current only as of its date.

Our Company, the Lead Manager and their respective directors, officers, agents, affiliates and representatives accept no
responsibility or liability for advising any Applicant on whether such Applicant is eligible to acquire any Rights Securities. The
Lead Manager and its respective affiliates may engage in transactions with and perform services for our Company or affiliates in
the ordinary course of business and have engaged, or may in the future engage, in transactions with our Company or affiliates, for
which they have received and may in the future receive, compensation.

Disclaimer in respect of Jurisdiction

This Draft Letter of Offer has been prepared under the provisions of Indian law and the applicable rules and regulations thereunder.
Any disputes arising out of the Issue will be subject to the jurisdiction of the appropriate court(s) in Pune, Maharashtra India only.

Designated Stock Exchange

The Designated Stock Exchange for the purposes of the Issue is NSE.

Disclaimer Clause of the NSE

As required, a copy of this Draft Letter of Offer has been submitted to NSE. The disclaimer clause as intimated by NSE to us, post
scrutiny of this Draft Letter of Offer, shall be included in the Letter of Offer prior to filing with the Stock Exchange and submission
with SEBI.

Selling Restrictions

The distribution of this Draft Letter of Offer, the Letter of Offer, the Abridged Letter of Offer, the Application Form, the Rights
Entitlement Letter and the issue of Rights Entitlements and Equity Shares on a rights basis to persons in certain jurisdictions outside
India is restricted by legal requirements prevailing in those jurisdictions. Persons into whose possession this Draft Letter of Offer,
the Letter of Offer, the Abridged Letter of Offer, the Application Form and the Rights Entitlement Letter may come are required to
inform themselves about and observe such restrictions. Our Company is making this Issue on a rights basis to the Eligible Equity
Shareholders in offshore transactions outside the United States in compliance with Regulation S to existing shareholders located in
jurisdictions where such offer and sale of the Equity Shares and/ or Rights Entitlements is permitted under laws of such jurisdictions.

Our Company will dispatch, in accordance with the SEBI ICDR Regulations, the Letter of Offer, the Abridged Letter of Offer and
the Application Form only to Eligible Equity Shareholders who have provided an Indian address to our Company. No action has
been or will be taken to permit the Issue in any jurisdiction, or the possession, circulation, or distribution of this Draft Letter of
Offer or Letter of Offer or any other material relating to our Company, the Equity Shares or Rights Entitlement in any jurisdiction,
where action would be required for that purpose, except that this Draft Letter of Offer has been filed with the Stock Exchange and
submitted with SEBI. In those circumstances, this Draft Letter of Offer, the Letter of Offer, the Abridged Letter of Offer, the Rights
Entitlement Letter or the Application Form must be treated as sent for information only and should not be acted upon for subscription
to Equity Shares and/ or Rights Entitlements and should not be copied or re-distributed or passed on, directly or indirectly, to any
other person or published, in whole or in part, for any purpose.

Accordingly, the Equity Shares and Rights Entitlement may not be offered or sold, directly or indirectly, and none of this Draft

240
Letter of Offer or any offering materials or advertisements in connection with the Equity Shares or Rights Entitlement may be
distributed or published in any jurisdiction, except in accordance with legal requirements applicable in such jurisdiction. Receipt of
this Draft Letter of Offer will not constitute an offer in those jurisdictions in which it would be illegal to make such an offer.

This Draft Letter of Offer and its accompanying documents are being supplied to you solely for your information and may
not be reproduced, redistributed or passed on, directly or indirectly, to any other person or published, in whole or in part,
for any purpose.

Our Company is undertaking this Issue on a rights basis to the Eligible Equity Shareholders and the Abridged Letter of
Offer, the Application Form, the Rights Entitlement Letter and other Issue material will be sent/ dispatched only to the
Eligible Equity Shareholders who have a registered address in India or who have provided an Indian address to our
Company. In case such Eligible Equity Shareholders have provided their valid e-mail address, the Abridged Letter of Offer,
the Application Form, the Rights Entitlement Letter and other Issue material will be sent only to their valid e-mail address
and in case such Eligible Equity Shareholders have not provided their e-mail address, then the Abridged Letter of Offer,
the Application Form, the Rights Entitlement Letter and other Issue material will be dispatched, on a reasonable effort
basis, to the Indian addresses provided by them.

Further, the Letter of Offer will be sent/ dispatched to the Eligible Equity Shareholders who have a registered address in
India or who have provided an Indian address to our Company. In case such Eligible Equity Shareholders have provided
their valid e-mail address, the Letter of Offer will be sent only to their valid e-mail address and in case such Eligible Equity
Shareholders have not provided their e-mail address, then the Letter of Offer will be dispatched, on a reasonable effort
basis, to the Indian addresses provided by them.

If this Draft Letter of Offer is received by any person in any jurisdiction where to do so would or might contravene local securities
laws or regulation, or by their agent or nominee, they must not seek to subscribe to the Equity Shares or the Rights Entitlement
referred to in this Draft Letter of Offer. Investors are advised to consult their legal counsel prior to applying for the Rights
Entitlement and Equity Shares or accepting any provisional allotment of Equity Shares, or making any offer, sale, resale, pledge or
other transfer of the Equity Shares or Rights Entitlement.

Neither the receipt of this Draft Letter of Offer nor any sale/ offer of Equity Shares and/ or the Rights Entitlements hereunder, shall
under any circumstances create any implication that there has been no change in our Company’s affairs from the date hereof or the
date of such information or that the information contained herein is correct as of any time, subsequent to this date or the date of such
information. The contents of this Draft Letter of Offer should not be construed as legal, tax or investment advice. Prospective
investors may be subject to adverse foreign, state or local tax or legal consequences as a result of the offer of Equity Shares or Rights
Entitlements. As a result, each investor should consult its own counsel, business advisor and tax advisor as to the legal, business,
tax and related matters concerning the offer of the Equity Shares or Rights Entitlements. In addition, neither our Company nor the
Lead Manager are making any representation to any offeree or purchaser of the Equity Shares or the Rights Entitlements regarding
the legality of an investment in the Equity Shares and/ or the Rights Entitlements by such offeree or purchaser under any applicable
laws or regulations.

Each person who exercises Rights Entitlement and subscribes for Equity Shares or excess Equity Shares, or who purchases Rights
Entitlement or Equity Shares shall do so in accordance with the restrictions set out below.

NOTICE TO INVESTORS

NO ACTION HAS BEEN TAKEN OR WILL BE TAKEN THAT WOULD PERMIT A PUBLIC OFFERING OF THE
RIGHTS ENTITLEMENTS OR EQUITY SHARES TO OCCUR IN ANY JURISDICTION OTHER THAN INDIA, OR
THE POSSESSION, CIRCULATION OR DISTRIBUTION OF THIS DRAFT LETTER OF OFFER OR ANY OTHER
MATERIAL RELATING TO OUR COMPANY, THE RIGHTS ENTITLEMENTS OR THE EQUITY SHARES IN ANY
JURISDICTION WHERE ACTION FOR SUCH PURPOSE IS REQUIRED. ACCORDINGLY, THE RIGHTS
ENTITLEMENTS OR EQUITY SHARES MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, AND
NEITHER THIS DRAFT LETTER OF OFFER NOR ANY OFFERING MATERIALS OR ADVERTISEMENTS IN
CONNECTION WITH THE RIGHTS ENTITLEMENTS OR EQUITY SHARES MAY BE DISTRIBUTED OR
PUBLISHED IN OR FROM ANY COUNTRY OR JURISDICTION EXCEPT IN ACCORDANCE WITH THE LEGAL
REQUIREMENTS APPLICABLE IN SUCH COUNTRY OR JURISDICTION. THIS ISSUE WILL BE MADE IN
COMPLIANCE WITH THE APPLICABLE SEBI REGULATIONS.

Listing

The Rights Equity Shares offered through the Letter of Offer are proposed to be listed on NSE. Our Company will apply to NSE
for final approval for the listing and trading of the Rights Equity Shares subsequent to their Allotment. No assurance can be given

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regarding the active or sustained trading in the Rights Equity Shares or the price at which the Rights Equity Shares offered under
the Issue will trade after the listing thereof.

Consents

Consents in writing of (a) our Directors, the Registrar to the Issue, the Lead Manager, Legal Advisor to Issue, the Statutory Auditor
and the Banker(s) to the Issue/ Refund Bank to act in their respective capacities, have been obtained and such consents have not
been withdrawn up to the date of this Draft Letter of Offer as required under Sections 26 and 32 of the Companies Act, 2013.

Our Company has received written consent dated April 18, 2024 from our Statutory Auditor, for inclusion of their report, on the
Financial Information in this Draft Letter of Offer and to include their name in this Draft Letter of Offer and as an ‘expert’ as defined
under Section 2(38) of the Companies Act, 2013 in relation to the Statement of Special Tax Benefits dated April 18, 2024 in the
form and context in which it appears in this Draft Letter of Offer. Such consent has not been withdrawn up to the date of this Draft
Letter of Offer. However, the term "expert" shall not be construed to mean an "expert" as defined under the U.S. Securities Act.

Performance vis-à-vis objects – Public/Rights Issue of our Company

Our Company has not made any rights issues or public issues during the five years immediately preceding the date of this Draft
Letter of Offer.

Filing

SEBI vide the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Fourth Amendment)
Regulations, 2020 has amended Regulation 3(b) of the SEBI ICDR Regulations as per which the threshold of filing of Draft Letter
of Offer with SEBI for rights issues has been increased. The threshold of the rights issue size under Regulation 3(b) of the SEBI
ICDR Regulations has been increased from Rupees one thousand lakhs to Rupees five thousand lakhs. Since, the size of this Issue
falls below the stipulated threshold, the Draft Letter of Offer was filed with the Stock Exchange and not with SEBI. However, the
Letter of Offer will be submitted with SEBI for information and dissemination and will be filed with the Stock Exchange.

Mechanism for Redressal of Investor Grievances

Our Company has adequate arrangements for redressal of investor grievances in compliance with the SEBI Listing Regulations.
We have been registered with the SEBI Complaints Redress System (SCORES) as required by the SEBI Circular no. CIR/ OIAE/
2/ 2011 dated June 03, 2011 and shall comply with the SEBI circular no. CIR/OIAE/1/2014 dated December 18, 2014 and the SEBI
Master Circular on the redressal of investor grievances through the SEBI Complaints Redress System (SCORES) platform dated
November 07, 2022 (SEBI circular no. SEBI/HO/OIAE/IGRD/P/CIR/2022/0150), in relation to redressal of investor grievances
through SCORES. Consequently, investor grievances are tracked online by our Company.

Our Company has a Stakeholders Relationship Committee which meets at least once a year and as and when required. Its terms of
reference include considering and resolving grievances of Shareholders in relation to transfer of shares and effective exercise of
voting rights. Link Intime India Private Limited is our Registrar and Share Transfer Agent. All investor grievances received by us
have been handled by the Registrar and Share Transfer Agent in consultation with the Company Secretary and Compliance Officer.

Investor complaints are received by our Company on a case-to-case basis, i.e. grievances are being received on the Company's
email address and are typically disposed of in a timely manner from the date of receipt of the complaint.

Investors may contact the Registrar or our Company Secretary and Compliance Officer for any pre-Issue or post-Issue
related matter. All grievances relating to the ASBA process may be addressed to the Registrar, with a copy to the SCSBs
(in case of ASBA process), giving full details such as name, address of the Applicant, contact number(s), e mail address of
the sole/ first holder, folio number or demat account number, number of Equity Shares applied for, amount blocked (in
case of ASBA process), ASBA Account number and the Designated Branch of the SCSBs where the Application Form or
the plain paper application, as the case may be, was submitted by the Investors along with a photocopy of the
acknowledgement slip (in case of ASBA process). For details on the ASBA process, see "Terms of the Issue" beginning on
page 244. The contact details of Registrar to the Issue and our Company Secretary and Compliance Officer are as follows:

Registrar to the Company:

Link Intime India Private Limited

Registered Address: C 101, 1st Floor, 247 Park, L.B.S. Marg, Vikhroli (West), Mumbai -400083, Maharashtra
Tel: +91 810 811 4949

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Contact Person: Shanti Gopalakrishnan
Email: mitcon.rights2024@linkintime.co.in
Investor grievance email: mitcon.rights2024@linkintime.co.in
Website: www.linkintime.co.in
SEBI Registration Number: INR000004058

Investors may contact the Company Secretary and Compliance Officer at the below mentioned address for any pre-Issue/ post-Issue
related matters such as non-receipt of Letters of Allotment / share certificates/ demat credit/ Refund Orders etc.

Ms. Ankita Agarwal is the Company Secretary and Compliance Officer of our Company. Her contact details are set forth hereunder:

Telephone: +91 020-66289135

E-mail: cs@mitconindia.com

Other Confirmations

Our Company, in accordance with Regulation 79 of the SEBI ICDR Regulations, shall not offer any incentive, whether direct or
indirect, in any manner, whether in cash or kind or services or otherwise, to any person for making an Application, and shall not
make any payment, whether direct or indirect, whether in the nature of discounts, commission, allowance or otherwise, to any person
for making an Application.

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 SECTION VII – ISSUE INFORMATION
TERMS OF THE ISSUE

This section is for the information of the Investors proposing to apply in this Issue. Investors should carefully read the provisions
contained in this Draft Letter of Offer, the Abridged Letter of Offer, the Rights Entitlement Letter and the Application Form, before
submitting the Application Form. Our Company and the Lead Manager are not liable for any amendments or modifications or
changes in applicable laws or regulations, which may occur after the date of this Draft Letter of Offer. Investors are advised to
make their independent investigation and ensure that the Application Form is accurately filled up in accordance with instructions
provided therein and this Draft Letter of Offer. Unless otherwise permitted under the SEBI ICDR Regulations read with the SEBI
Rights Issue Circulars, Investors proposing to apply in this Issue can apply only through ASBA.

Investors are requested to note that Application in this Issue can only be made through ASBA. Please note that in accordance with
the provisions of the SEBI Rights Issue Circular all investors (including Renouncee) shall make an application for a rights issue
only through ASBA facility.

Overview

This Issue and the Right Equity Shares proposed to be issued on a rights basis, are subject to the terms and conditions contained in
this Draft Letter of Offer, the Abridged Letter of Offer, the Rights Entitlement Letter, the Application Form, and the Memorandum
of Association and the Articles of Association of our Company, the provisions of the Companies Act, 2013, the FEMA, the FEMA
Rules, the SEBI ICDR Regulations, the SEBI Listing Regulations, and the guidelines, notifications and regulations issued by SEBI,
the Government and other statutory and regulatory authorities from time to time, approvals, if any, from the RBI or other regulatory
authorities, the terms of the Listing Agreements entered into by our Company with the NSE Limited and the terms and conditions as
stipulated in the Allotment Advice or security certificate and rules as may be applicable and introduced from time to time

1. Dispatch and availability of Issue materials

In accordance with the SEBI ICDR Regulations, and the SEBI Rights Issue Circular, our Company will send/dispatch at least three
days before the Issue Opening Date, the Abridged Letter of Offer, the Rights Entitlement Letter, Application Form and other issue
material (“Issue Materials”) only to the Eligible Shareholders who have provided an Indian address to our Company and who are
located in jurisdictions where the offer and sale of the Rights Entitlement or Right Shares is permitted under laws of such jurisdictions
and does not result in and may not be construed as, a public offering in such jurisdictions. In case the Eligible Shareholders have
provided their valid e-mail address, the Issue Materials will be sent only to their valid e-mail address and in case the Eligible
Shareholders have not provided their e-mail address, then the Issue Materials will be dispatched, on a reasonable effort basis, to the
Indian addresses provided by them.

Further, the Letter of Offer will be provided by the Registrar on behalf of our Company to the Eligible Equity Shareholders who
have provided their Indian addresses to our Company and who make a request in this regard. . Investors can access the Letter of
Offer, the Abridged Letter of Offer and the Application Form (provided that the Eligible Equity Shareholder is eligible to subscribe
for the Rights Equity Shares under applicable securities laws) on the websites of:

• our Company at www.mitconindia.com

• the Lead Manager at www.srujanalpha.com;
• the Registrar to the Issue at www.linkintime.co.in; and
• the Stock Exchange at www.nseindia.com

Eligible Equity Shareholders can obtain the details of their respective Rights Entitlements from the website of the Registrar (i.e.
www.linkintime.co.in) by entering their DP ID and Client ID or Folio Number (in case of Eligible Equity Shareholders holding
Equity Shares in physical form).The link for the same shall also be available on the website of our Company (i.e.
www.mitconindia.com).

Shareholders who have not received the Application Form may apply, along with the requisite Application Money, by using the
Application Form available on the websites above, or on plain paper, with the same details as mentioned in the Application Form
available online.
Further, our Company will undertake all adequate steps to reach out to the Eligible Equity Shareholders who have provided their
Indian address through other means, as may be feasible. However, our Company, the Lead Manager and the Registrar will not be liable
for non-dispatch of physical copies of Issue materials, including the Letter of Offer, the Abridged Letter of Offer, the Rights

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Entitlement Letter and the Application Form attributable to the non-availability of the e-mail address of Eligible Equity Shareholders
or electronic transmission delays or failures, or if the Application Forms or the Rights Entitlement Letters are delayed or misplaced in
transit. Resident Eligible Equity Shareholders, who are holding Equity Shares in physical form as on the Record Date, can obtain
details of their respective Rights Entitlements from the website of the Registrar by entering their Folio Number and such other
credentials for validation of the identity of the shareholder, as may be required.

The distribution of the Letter of Offer, the Abridged Letter of Offer, the Application Form, the Rights Entitlement Letter, and the issue
of Rights Equity Shares on a rights basis to persons in certain jurisdictions outside India is restricted by legal requirements prevailing
in those jurisdictions. No action has been or will be taken to permit the Issue in any jurisdiction where action would be required for
that purpose. Accordingly, the Rights Entitlements or Rights Equity Shares may not be offered or sold, directly or indirectly, and
the Issue Materials or any offering materials or advertisements in connection with the Issue may not be distributed, in whole or in
part, in any jurisdiction, except in accordance with legal requirements applicable in such jurisdiction. Receipt of the Issue Materials
will not constitute an offer in those jurisdictions in which it would be illegal to make such an offer and, in those circumstances, the
Issue Materials must be treated as sent for information purposes only and should not be acted upon for subscription to the Rights
Equity Shares and should not be copied or redistributed. Accordingly, persons receiving a copy of the Issue Materials should not, in
connection with the issue of the Rights Equity Shares or the Rights Entitlements, distribute or send the Issue Materials to any person
outside India where to do so, would or might contravene local securities laws or regulations. If Issue Materials are received by any
person in any such jurisdiction, or by their agent or nominee, they must not seek to subscribe to the Rights Equity Shares or the Rights
Entitlements referred to in the Issue Materials.

Accordingly, persons receiving a copy of the Letter of Offer, the Abridged Letter of Offer, the Rights Entitlement Letter or the
Application Form should not, in connection with the issue of the Rights Equity Shares or the Rights Entitlements, distribute or send
the Letter of Offer, the Abridged Letter of Offer, the Rights Entitlement Letter or the Application Form in or into any jurisdiction
where to do so, would, or might, contravene local securities laws or regulations or would subject our Company or its affiliates or the
Lead Manager or their respective affiliates to any filing or registration requirement (other than in India). If the Letter of Offer, the
Abridged Letter of Offer, the Rights Entitlement Letter or the Application Form is received by any person in any such jurisdiction,
or by their agent or nominee, they must not seek to make an Application or acquire the Rights Entitlements referred to in the Letter
of Offer, the Abridged Letter of Offer, the Rights Entitlement Letter or the Application Form. Any person who makes an application
to acquire Rights Entitlements and the Rights Equity Shares offered in the Issue will be deemed to have declared, represented and
warranted that such person is authorized to acquire the Rights Entitlements and the Rights Equity Shares in compliance with all
applicable laws and regulations prevailing in such person’s jurisdiction and India, without the requirement for our Company or our
affiliates or the Lead Manager or their respective affiliates to make any filing or registration (other than in India).

2. Facilities for Application in this Issue

In accordance with Regulation 76 of the SEBI ICDR Regulations, the SEBI Rights Issue Circulars and the ASBA Circulars, all
Investors desiring to make an Application in this Issue are mandatorily required to use the ASBA process. Investors should carefully
read the provisions applicable to such Applications before making their Application through ASBA. For details, please refer to
paragraph titled “Procedure for Application through the ASBA process” beginning on page .. of this Draft Letter of Offer.

Please note that one single Application Form shall be used by Investors to make Applications for all Rights Entitlements available
in a particular demat account or entire respective portion of the Rights Entitlements in the demat suspense escrow account in case of
resident Eligible Equity Shareholders holding shares in physical form as on Record Date and applying in this Issue, as applicable.
In case of Investors who have provided details of demat account in accordance with the SEBI ICDR Regulations, such Investors
will have to apply for the Rights Equity Shares from the same demat account in which they are holding the Rights Entitlements and
in case of multiple demat accounts, the Investors are required to submit a separate Application Form for each demat account. Investors
may accept this Issue and apply for the Rights Equity Shares by submitting the Application Form to the Designated Branch of the
SCSB or online/electronic Application through the website of the SCSBs (if made available by such SCSB) for authorizing such
SCSB to block Application Money payable on the Application in their respective ASBA Accounts.

Investors are also advised to ensure that the Application Form is correctly filled up stating therein the ASBA Account in which an
amount equivalent to the amount payable on Application as stated in the Application Form will be blocked by the SCSB. Please note
that Applications made with payment using third party bank accounts are liable to be rejected.

Applicants should note that they should very carefully fill-in their depository account details and PAN in the Application Form or
while submitting application through online/electronic Application through the website of the SCSBs (if made available by such
SCSB). Please note that incorrect depository account details or PAN, or Application Forms without depository account details shall
be treated as incomplete and shall be rejected. For details see “Terms of the Issue – Grounds for Technical Rejection” on page 237
of this Draft Letter of Offer. Our Company, the Lead Manager, the Registrar and the SCSBs shall not be liable for any incomplete
or incorrect demat details provided by the Applicants.

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Additionally, in terms of Regulation 78 of the SEBI ICDR Regulations, Investors may choose to accept the offer to participate in
this Issue by making plain paper Applications. Please note that SCSBs shall accept such applications only if all details required for
making the application as per the SEBI ICDR Regulations are specified in the plain paper application. If an Eligible Equity
Shareholder makes an Application both in an Application Form as well as on plain paper, both applications are liable to be rejected.
Please note that in terms of Regulation 78 of the SEBI ICDR Regulations, the Eligible Equity Shareholders who are making the
Application on plain paper shall not be entitled to renounce their Rights Entitlements and should not utilize the Application Form
for any purpose including renunciation even if it is received subsequently. For details, see “Terms of the Issue – Applications on
Plain Paper under ASBA process” on page 237 of this Draft Letter of Offer.

3. Credit of Rights Entitlements in demat accounts of Eligible Equity Shareholders

In accordance with Regulation 77A of the SEBI ICDR Regulations read with the SEBI Rights Issue Circulars, the credit of Rights
Entitlements and Allotment of Rights Equity Shares shall be made in dematerialized form only. Prior to the Issue Opening Date, our
Company shall credit the Rights Entitlements to (i) the demat accounts of the Resident Eligible Equity Shareholders holding the Equity
Shares in dematerialized form; and (ii) a demat suspense escrow account (namely, “[●]”) opened by our Company, for the Eligible
Equity Shareholders which would comprise Rights Entitlements relating to (a) the demat accounts of the Eligible Equity
Shareholders which are frozen or the Equity Shares which are lying in the unclaimed suspense account (including those pursuant to
Regulation 39 of the SEBI Listing Regulations) or details of which are unavailable with our Company or with the Registrar on the
Record Date; or (b) Equity Shares held in the account of IEPF authority; or (c) Equity held by Eligible Equity Shareholders holding
Equity Shares in physical form as on Record Date where details of demat accounts are not provided by Eligible Equity Shareholders
to our Company or Registrar; or (d) credit of the Rights Entitlements returned/reversed/failed; or I the ownership of the Equity Shares
currently under dispute, including any court proceedings, if any; or (f) non-institutional Equity Shareholders in the United States.

In this regard, our Company has made necessary arrangements with CDSL and NSDL for crediting the Rights Entitlements to the
demat accounts of the Eligible Equity Shareholders in a dematerialized form. A separate ISIN for the Rights Entitlements has also
been generated which is [●]. The ISIN for the Rights Entitlements shall remain frozen (for debit) until the Issue Opening Date.

The said ISIN shall be suspended for transfer by the Depositories post the Issue Closing Date. Additionally, our Company will
submit the details of the total Rights Entitlements credited to the demat accounts of the Eligible Equity Shareholders and the demat
suspense escrow account to the Stock Exchange after completing the corporate action. The details of the Rights Entitlements with
respect to each Eligible Equity Shareholders can be accessed by such respective Eligible Equity Shareholders on the website of the
Registrar after keying in their respective details along with other security control measures implemented thereat.

Further, if no Application is made by the Eligible Equity Shareholders of Rights Entitlements on or before Issue Closing Date, such
Rights Entitlements shall be lapsed and shall be extinguished after the Issue Closing Date. No Rights Equity Shares for such lapsed
Rights Entitlements will be credited, even if such Rights Entitlements were purchased from market and purchaser will lose the
premium paid to acquire the Rights Entitlements. Persons who are credited the Rights Entitlements are required to make an
Application to apply for Rights Equity Shares offered under Rights Issue for subscribing to the Rights Equity Shares offered under
Issue.

Resident Eligible Equity Shareholders holding Equity Shares in physical form as on the Record Date i.e. [●] are requested to provide
relevant details (such as copies of self-attested PAN, bank detail, mobile number, email id and nominee detail using ISR-1, SH-13
(which can be downloaded from Registrar’s website i.e. [●]) and ISR-2 (if signature does not match with our record) and client
master sheet of demat account etc., details / records confirming the legal and beneficial ownership of their respective Equity Shares)
to our Registrar not later than 2 (two) Working Days prior to the Issue Closing Date, i.e., by [●] to enable the credit of their Rights
Entitlements by way of transfer from demat suspense escrow account to their demat account at least 1 (one) day before the Issue
Closing Date, to enable such Eligible Equity Shareholders to make application in this Issue, and this communication shall serve as
an intimation to such Eligible Equity Shareholders in this regard. Such Eligible Equity Shareholders are also requested to ensure that
their demat account, details of which have been provided to the Company or the Registrar account is active to facilitate the
aforementioned transfer.

In accordance with the SEBI Rights Issue Circulars, the Resident Eligible Equity Shareholders, who hold Equity Shares in physical
form as on Record Date and who have not furnished the details of their demat account to the Registrar or our Company at least 2
(two) Working Days prior to the Issue Closing Date shall not be eligible to make an Application for Rights Equity Shares against
their Rights Entitlements with respect to the equity shares held in physical form.

Additionally, our Company will submit the details of the total Rights Entitlements credited to the demat accounts of the Eligible
Equity Shareholders and the demat suspense escrow account to the Stock Exchange after completing the corporate action. The details
of the Rights Entitlements with respect to each Eligible Equity Shareholders can be accessed by such respective Eligible Equity
Shareholders on the website of the Registrar after keying in their respective details along with other security control measures

246
implemented thereat.

PLEASE NOTE THAT CREDIT OF THE RIGHTS ENTITLEMENTS IN THE DEMAT ACCOUNT DOES NOT, PER
SE, ENTITLE THE INVESTORS TO THE RIGHTS EQUITY SHARES AND THE INVESTORS HAVE TO SUBMIT
APPLICATION FOR THE RIGHTS EQUITY SHARES ON OR BEFORE THE ISSUE CLOSING DATE AND MAKE
PAYMENT OF THE APPLICATION MONEY. FOR DETAILS, SEE “TERMS OF THE ISSUE” ON PAGE 237 OF THIS
DRAFT LETTER OF OFFER.

Other important links and helpline:

The Investors can visit following links for the below-mentioned purposes:

a) Frequently asked questions are available on the website of the Registrar (www.linkintime.co.in) or call helpline numbers (+91
810 811 4949) for online / electronic dedicated investor helpdesk for guidance on the Application process and resolution of
difficulties faced by the Investors:
b) Updation of Indian address/ email address/ mobile number in the records maintained by the Registrar or our Company:
www.linkintime.co.in
c) Submission of self-attested PAN, client master sheet and demat account details by non-resident Eligible Shareholders:
www.linkintime.co.in

Renouncees

All rights or obligations of the Eligible Equity Shareholders in relation to Applications and refunds relating to this Issue shall, unless
otherwise specified, apply to the Renouncee(s) as well.

Authority for the Issue

The Board of Directors in its meeting dated March 07, 2024 have authorized this Issue under Section 62(1)(a) of the Companies Act,
2013.

The Board of Directors has in consultation with the Lead Manager in their meeting held on [●] have determined the Issue Price at ₹
[●] per Equity Share. Further the Board of Directors has in consultation with the Lead Manager in their meeting held on [●] has
determined the Rights Entitlement as [●] Rights Equity Share(s) for every [●] fully paid-up Equity Share(s) held on the Record Date.
Our Company has received in-principle approval from NSE in accordance with Regulation 28 of the SEBI Listing Regulations for
listing of the Rights Equity Shares to be allotted in the Issue pursuant its letter dated [●]. Our Company will also make application
to NSE to obtain trading approval for the Rights Entitlements as required under the SEBI Rights Issue Circulars.

Our Company has been allotted the ISIN: [●] for the Rights Entitlements to be credited to the respective demat accounts of the
Equity Shareholders of our Company.

Basis for the Issue

The Rights Equity Shares are being offered for subscription for cash to the Eligible Equity Shareholders whose names appear as
beneficial owners as per the list to be furnished by the Depositories in respect of the Equity Shares held in dematerialized form and
on the register of members of our Company in respect of the Equity Shares held in physical form at the close of business hours on the
Record Date, i.e., [●].

Rights Entitlements (ISIN: [●])

Eligible Equity Shareholders whose names appear as a beneficial owner in respect of the Equity Shares held in dematerialized form
or appear in the register of members as an Eligible Equity Shareholder of our Company in respect of the Equity Shares held in
physical form as on the Record Date, i.e., [●], are entitled to subscribe to the number of Rights Equity Shares as set out in the Rights
Entitlement Letter.

The Registrar will send/dispatch a Rights Entitlement Letter along with the Abridged Letter of Offer and the Application Form to
all Eligible Equity Shareholders who have provided an Indian address to our Company and who are located in jurisdictions where
the offer and sale of the Rights Entitlements or Rights Equity Shares is permitted under laws of such jurisdiction and does not result
in and may not be construed as, a public offering in such jurisdictions, which will contain details of their Rights Entitlements based
on their shareholding as on the Record Date.

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Eligible Equity Shareholders can also obtain the details of their respective Rights Entitlements from the website of the Registrar i.e.,
www.linkintime.co.in by entering their DP ID and Client ID or Folio Number (in case of Eligible Equity Shareholders holding Equity
Shares in physical form). The link for the same shall also be available on the website of our Company i.e., www.mitconindia.com.

Rights Entitlements shall be credited to the respective demat accounts of Eligible Equity Shareholders before the Issue Opening Date
only in dematerialized form. If the Eligible Equity Shareholders holding Equity Shares in physical form as on Record Date, have not
provided the details of their demat accounts to our Company or to the Registrar, they are required to provide their demat account
details to our Company or the Registrar not later than 2 (two) Working Days prior to Issue Closing Date, to enable the credit of the
Rights Entitlements by way of transfer from the demat suspense escrow account to their respective demat accounts, at least 1 (one)
day before the Issue Closing Date. Such Eligible Equity Shareholders holding shares in physical form can update the details of their
respective demat accounts on the website of the Registrar i.e., www.linkintime.co.in . Such Eligible Equity Shareholders can make an
Application only after the Rights Entitlements is credited to their respective demat accounts.

Our Company is undertaking this Issue on a rights basis to the Eligible Equity Shareholders and will send/ dispatch the Letter
of Offer, the Abridged Letter of Offer, the Rights Entitlement Letter and the Application Form and other issue material only
to the Eligible Shareholders who have provided an Indian address to our Company or who are located in jurisdictions where
the offer and sale of the Rights Equity Shares is permitted under laws of such jurisdictions and does not result in and may
not be construed as, a public offering in such jurisdictions. In case the Eligible Shareholders have provided their valid e-mail
address, the Issue Materials will be sent only to their valid e-mail address and in case the Eligible Shareholders have not
provided their e-mail address, then the Issue Materials will be dispatched, on a reasonable effort basis, to the Indian
addresses provided by them. For further details, see “Notice to Investors” on page 10 of this Draft Letter of Offer.

PRINCIPAL TERMS OF THIS ISSUE

Face Value

Each Rights Equity Share will have the face value of ₹10/-.

Issue Price

The Rights Equity Share is being offered at a price of ₹[●]/- (Rupees [●]) per Rights Equity Share including a premium of ₹[●]/-
(Rupees [●]) per Rights Share).

On Application, Investors will have to pay ₹[●] (Rupees [●] Only) per Rights Share which constitutes [●] ([●] Percent) of the Issue
Price, and the balance ₹[●] (Rupees [●] Only) per Rights Share which constitutes [●] ([●] Percent) of the Issue Price, will have to
be paid, on one more additional calls as may be decided by the Board from time to time.

The Issue Price for Rights Equity Shares has been arrived at by our Company in consultation with the Lead Manager and has been
decided prior to the determination of the Record Date.

Rights Entitlement Ratio

The Rights Equity Shares are being offered on a rights basis to the Eligible Equity Shareholders in the ratio of [●] ([●]) Rights Equity
Share(s) for every [●] ([●]) Equity Share(s) held by the Eligible Equity Shareholders as on the Record Date i.e., [●].

Record date for Call and suspension of trading

Our Company would fix a Call Record Date giving notice, in advance of such period as may be prescribed under applicable law, to
the Stock Exchange for the purpose of determining the list of holders of the Rights Equity Shares to whom the notice for the Call
would be sent. Once the Call Record Date has been fixed, trading in the Rights Equity Shares for which the Call has been made may
be suspended prior to the Call Record Date.

Procedure for Call for Rights Equity Shares

Our Company would convene a meeting of our Board to pass the required resolutions for making the Call and suitable intimation
would be given by our Company to the Stock Exchange. Further, advertisements for the same will be published in (i) one English
national daily newspaper; (ii) one Hindi language national daily newspaper; and (iii) one Regional language daily newspaper

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(Regional being the regional language of State, where our Registered Office is situated), all with wide circulation.

The Call shall be deemed to have been made at the time when the resolution authorizing such Call is passed at the meeting of our
Board. The Call may be revoked or postponed at the discretion of our Board. Pursuant to the provisions of the Articles of Association,
the Investors would be given at least 14 days notice for the payment of the Call. The Board may, from time to time at its discretion,
extend the time fixed for the payments of the Call. Our Company, at its sole discretion and as it may deem fit, may send one or more
reminders for the Call, and if it does not receive the Call Money as per the timelines stipulated, the defaulting holders of the Rights
Equity Shares will be liable to pay interest as may be fixed by our Board unless waived or our Company may forfeit the Application
Money and any Call Money received for previous Call made.

Payment of Call Money

In accordance with the SEBI circular bearing reference number SEBI/HO/CFD/DIL1/CIR/238/2020 dated December 8, 2020
regarding additional payment mechanism (i.e. ASBA, etc.) for payment of balance money in calls for partly paid specified securities
issued by the listed entity, the Investor may make payment of the Call Monies using ASBA Mechanism through the Designated
Branch of the SCSB or through online/electronic through the website of the SCSBs (if made available by such SCSB) by authorizing
the SCSB to block an amount, equivalent to the amount payable on Call Monies, in the Investors ASBA Account. The Investor may
also use the facility of linked online trading, demat and bank account (3-in-1 type account), if provided by their broker, for making
payment of the Call Monies.

Separate ISIN for Rights Equity Shares

In addition to the present ISIN for the existing Equity Shares, our Company would obtain a separate ISIN for the Rights Equity
Shares for each Call, until fully paid-up. The Rights Equity Shares offered under this Issue will be traded under a separate ISIN after
each Call for the period as may be applicable under the rules and regulations prior to the record date for the final Call notice. The
ISIN representing the Rights Equity Shares will be terminated after the Call Record Date for the final Call. On payment of the final
Call Money in respect of the Rights Equity Shares, such Rights Equity Shares would be fully paid-up and merged with the existing
ISIN of our Equity Shares.

Rights of instrument holder

Each Rights Equity Share shall rank pari passu with the existing Equity Shares of the Company, once fully paid- up.

Renunciation of Rights Entitlements

This Issue includes a right exercisable by Eligible Equity Shareholders to renounce the Rights Entitlements credited to their
respective demat account either in full or in part.

The renunciation from non-resident Eligible Equity Shareholder(s) to resident Indian(s) and vice versa shall be subject to provisions
of FEMA Rules and other circular, directions, or guidelines issued by RBI or the Ministry of Finance from time to time. However,
the facility of renunciation shall not be available to or operate in favour of an Eligible Equity Shareholders being an erstwhile OCB
unless the same is in compliance with the FEMA Rules and other circular, directions, or guidelines issued by RBI or the Ministry
of Finance from time to time.

The renunciation of Rights Entitlements credited in your demat account can be made either by way of On Market or through Off-
market transfer. For details, see “Procedure for Renunciation of Rights Entitlements” on page 237 of this Draft Letter of Offer.

In accordance with SEBI Rights Issue Circulars, the Eligible Equity Shareholders, who hold Equity Shares in physical form as on
Record Date and who have not furnished the details of their demat account to the Registrar or our Company at least 2 (two) Working
Days prior to the Issue Closing Date, will not be able to renounce their Rights Entitlements.

Trading of the Rights Entitlements

In accordance with the SEBI Rights Issue Circulars, the Rights Entitlements credited shall be admitted for trading on the Stock
Exchange under Rights Entitlement ISIN [●]. Prior to the Issue Opening Date, our Company will obtain the approval from the Stock
Exchange for trading of Rights Entitlements. Investors shall be able to trade/ transfer their Rights Entitlements either through On
Market Renunciation or through Off Market Renunciation. The trades through On Market Renunciation and Off Market
Renunciation will be settled by transferring the Rights Entitlements through the depository mechanism.

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The On Market Renunciation shall take place electronically on the secondary market platform of the Stock Exchange on T+1 rolling
settlement basis, where T refers to the date of trading. The transactions will be settled on a trade-for-trade basis. The Rights
Entitlements shall be tradable in dematerialized form only. The market lot for trading of Rights Entitlements is 1 (one) Rights
Entitlement.

The On Market Renunciation shall take place only during the Renunciation Period for On Market Renunciation, i.e., from [●] to [●]
(both days inclusive). No assurance can be given regarding the active or sustained On Market Renunciation or the price at which the
Rights Entitlements will trade. Eligible Equity Shareholders are requested to ensure that renunciation through off-market transfer is
completed in such a manner that the Rights Entitlements are credited to the demat account of the Renouncees on or prior to the Issue
Closing Date. For details, see “Terms of the Issue - Procedure for Renunciation of Rights Entitlements – On Market Renunciation”
and “Terms of the Issue – Procedure for Renunciation of Rights Entitlements – Off Market Renunciation” on page 237 of this Draft
Letter of Offer. Once the Rights Entitlements are credited to the demat account of the Renouncees, application in the Issue could be
made until the Issue Closing Date. For details, see “Procedure for Application” on page 237 of this Draft Letter of Offer.

Please note that the Rights Entitlements which are neither renounced nor subscribed by the Investors on or before the Issue
Closing Date shall lapse and shall be extinguished after the Issue Closing Date.

Terms of Payment

The Issue Price of ₹[●] per Rights Equity Share (including premium of ₹ per Rights Equity Share) shall be payable as follows:

Amount payable per Equity Share(1) Face Value (₹) Premium (₹) Total (₹)
On Application [●] [●] [●](2)
One or more subsequent Call(s) as determined by our [●] [●] [●] (3)
Board at its sole discretion, from time to time
Total [●] [●] [●]
(1)
For further details on Payment Schedule, see “Terms of the Issue” on page 237.
(2)
Constitutes [●]% of the Issue Price
(3)
Constitutes [●]% of the Issue Price

Rights Equity Shares in respect of which the Call payable remains unpaid may be forfeited, at any time after the due date for payment
of the balance amount due in accordance with the Companies Act, 2013 and our Articles of Association.

Where an Applicant has applied for additional Rights Equity Shares and is Allotted a lesser number of Rights Equity Shares than
applied for, the excess Application Money paid/blocked shall be refunded/unblocked. The un- blocking of ASBA funds / refund of
monies shall be completed be within such period as prescribed under the SEBI ICDR Regulations. If there is a delay in making
refunds beyond such period as prescribed under applicable law, our Company shall pay the requisite interest at such rate as prescribed
under applicable law.

Fractional Entitlements

The Rights Equity Shares are being offered on a rights basis to Eligible Equity Shareholders in the ratio of [●] ([●]) Rights Equity
Share(s) for every [●] ([●]) Equity Share(s) held on the Record Date. As per the SEBI Rights Issue Circulars, the fractional
entitlements are to be ignored. For Rights Equity Shares being offered on a rights basis under the Issue, if the shareholding of any
of the Eligible Equity Shareholders is less than [●] ([●]) Equity Share(s) or is not in the multiple of [●] ([●]), the fractional entitlement
of such Eligible Equity Shareholders shall be ignored by rounding down of their Rights Entitlements. However, the Eligible Equity
Shareholders whose fractional entitlements are being ignored as above will be given preferential consideration for the Allotment of
1 (one) Additional Rights Equity Share each if they apply for Additional Rights Equity Shares over and above their Rights
Entitlements, if any, subject to availability of the Rights Equity Shares in this Issue post allocation towards the Rights Entitlement
applied for.
For example, if an Eligible Equity Shareholder holds [●] ([●]) Equity Shares, such Shareholder will be entitled to [●] ([●]) Rights
Equity Shares on a rights basis and will also be given a preferential consideration for the Allotment of [●] ([●]) additional Rights
Equity Share if the Shareholder has applied for Additional Rights Equity Shares.

Also, those Equity Shareholders holding less than [●] ([●]) Equity Shares shall be entitled to ‘Zero’ entitlement for the Rights Equity
Share under this Issue. Such Shareholders shall be dispatched an Application Form with ‘Zero’ entitlement. Such Eligible Equity
Shareholders are entitled to apply for Additional Rights Equity Shares and would be given preference in the Allotment of [●] ([●])
Additional Rights Equity Share, if such Equity Shareholders have applied for the Additional Rights Equity Shares. However, they
cannot renounce the same to third parties. Application Forms with zero entitlement will be non-negotiable/non-renounceable.

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Ranking

The Rights Equity Shares to be issued and allotted pursuant to the Issue shall be subject to the provisions of the Letter of Offer, the
Abridged Letter of Offer, the Rights Entitlement Letter, the Application Form, and Memorandum of Association and the Articles of
Association, the provisions of the Companies Act, 2013, FEMA, the SEBI ICDR Regulations, the SEBI LODR Regulations, and the
guidelines, notifications and regulations issued by SEBI, the Government of India and other statutory and regulatory authorities from
time to time, the terms of the Listing Agreements entered into by our Company with the Stock Exchange and the terms and conditions
as stipulated in the Allotment Advice. The Rights Equity Shares to be issued and allotted pursuant to the Issue shall rank pari passu
with the existing Equity Shares of our Company, in all respects including dividends, once fully paid-up.

Mode of payment of dividend

In the event of a declaration of dividend, our Company shall pay dividend to the Eligible Equity Shareholders as per the provisions
of the Companies Act and the provisions of the Articles of Association.

Listing and trading of the Rights Equity Shares to be issued pursuant to the Issue

As per the SEBI – Rights Issue Circular, the Rights Entitlements with a separate ISIN would be credited to the demat account of the
respective Eligible Equity Shareholders before the Issue Opening Date. On the Issue Closing Date the depositories will suspend the
ISIN of Rights Entitlements for transfer and once the allotment is done post the Basis of Allotment approved by the Designated Stock
Exchange, the separate ISIN no. [●] for Rights Entitlements so obtained will be permanently deactivated from the depository system.

The Investors shall be able to trade their Rights Entitlements either through On Market Renunciation or through Off Market
Renunciation. The trades through On Market Renunciation and Off Market Renunciation will be settled by transferring the Rights
Entitlements through the depository mechanism.

The Rights Equity Shares proposed to be issued on a rights basis shall be listed and admitted for trading on NSE subject to necessary
approvals. Our Company has received in-principle approval from NSE through letter dated [●]. All steps for completion of necessary
formalities for listing and commencement of trading in the equity shares will be taken within such period prescribed under the SEBI
ICDR Regulations. Our Company will apply to NSE for final approval for the listing and trading of the Rights Equity Shares
subsequent to their Allotment. No assurance can be given regarding the active or sustained trading in the Rights Equity Shares or the
price at which the Rights Equity Shares offered under the Issue will trade after the listing thereof.

The existing Equity Shares of our Company are listed and traded under the ISIN: INE828O01033 on NSE (Scrip Code: MITCON).
Upon receipt of listing and trading approval, the Rights Equity Shares proposed to be issued pursuant to the Issue shall be debited
from such temporary ISIN and credited in the existing ISIN and thereafter be available for trading under the existing ISIN as fully
paid-up Equity Shares of our Company. For an applicable period, the trading of the Rights Equity Shares would be suspended under
the applicable law. The process of corporate action for crediting the fully paid-up Rights Equity Shares to the Investors’ demat
accounts may take such time as is customary or as prescribed under applicable law from the last date of payment of the amount.

The temporary ISIN shall be kept blocked till the receipt of final listing and trading approval from the NSE. The Rights Equity
Shares allotted pursuant to the Issue will be listed as soon as practicable and all steps for completion of the necessary formalities for
listing and commencement of trading of the Rights Equity Shares shall be taken within the specified time. If permissions to list, deal
in and for an official quotation of the Rights Equity Shares are not granted by NSE, our Company will within four days of receipt
of intimation from the Stock Exchange, forthwith repay, without interest, all moneys received from the Applicants in pursuance of
the Letter of Offer. If such money is not repaid within four days, then our Company and every Director who is an officer in default

shall, on and from such expiry of four days, be liable to repay the money, with interest as applicable.

The listing and trading of the Rights Equity Shares issued pursuant to this Issue shall be based on the current regulatory framework
then applicable. Accordingly, any change in the regulatory regime would affect the listing and trading schedule.

Compliance with SEBI ICDR Regulations

Our Company shall comply with all requirements of the SEBI ICDR Regulations. Our Company shall comply with all disclosure
and accounting norms as specified by SEBI from time to time.

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Rights of holders of Equity Shares

Subject to applicable laws, the Equity Shareholders shall have the following rights:

• The right to receive dividend, if declared;

• The right to vote in person, or by proxy;
• The right to receive offers for rights shares and be allotted bonus shares, if announced;
• The right to receive surplus on liquidation;
• The right of free transferability of Rights Equity Shares;
• The right to attend general meetings and exercise voting powers in accordance with law, unless prohibited by law; and
• Such other rights as may be available to a shareholder of a listed public company under the Companies Act, the Memorandum
of Association and the Articles of Association.

GENERAL TERMS OF THE ISSUE

Market Lot

The Equity Shares of our Company are tradable only in dematerialized form. The market lot for Rights Equity Shares in
dematerialized mode is 1 (one) Equity Share.

Joint Holders

Where 2 (Two) or more persons are registered as the holders of any Equity Shares, they shall be deemed to hold such Equity Share
as the joint holders with the benefit of survivorship subject to the provisions contained in the Articles of Association. In case of
Equity Shares held by joint holders, the Application Forms submitted in physical mode to the Designated Branch of the SCSBs
would be required to be signed by all the joint holders (in the same order as appearing in the records of the Depository) to be considered
valid for allotment of Rights Equity Shares offered in this Issue.

Nomination

Nomination facility is available in respect of the Rights Equity Shares in accordance with the provisions of the Section 72 of the
Companies Act read with Rule 19 of the Companies (Share Capital and Debenture) Rules, 2014. An Investor can nominate any person
by filling the relevant details in the Application Form in the space provided for this purpose.

Since the Allotment of Rights Equity Shares is in dematerialized form only, there is no need to make a separate nomination
for the Rights Equity Shares to be Allotted in the Issue. Nominations registered with respective Depository Participant of
the Investor would prevail. Any Investor desirous of changing the existing nomination is requested to inform his/her
respective Depository Participant.

Arrangements for Disposal of Odd Lots

Our Equity Shares are traded in dematerialized form only and therefore the marketable lot is 1 (One) Equity Share and hence, no
arrangements for disposal of odd lots are required.

New Financial Instruments

There are no new financial instruments like deep discount bonds, debentures with warrants, secured premium notes etc. issued by
our Company.

Restrictions on transfer and transmission of shares and on their consolidation/splitting

There are no restrictions on transfer and transmission and on their consolidation/splitting of shares issued pursuant to this Issue.
However, the Investors should note that pursuant to provisions of the SEBI Listing Regulations, with effect from April 1, 2019 and
as amended vide SEBI Notification bearing No. SEBI/LADNRO/GN/2022/66 on January 24, 2022, the request for transfer of
securities shall not effected unless the securities are held in the dematerialized form with a depository. Provided further that
transmission or transposition of securities held in physical or dematerialized form shall be effected only in dematerialized form.

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Notices

In accordance with the SEBI ICDR Regulations read with the SEBI Rights Issue Circulars, our Company will send the Abridged
Letter of Offer, the Rights Entitlement Letter, Application Form and other Issue Material only to the Eligible Shareholders who have
provided an Indian address to our Company and who are located in jurisdictions where the offer and sale of the Rights Entitlement
or Right Equity Shares is permitted under laws of such jurisdiction and does not result in and may not be construed as, a public
offering in such jurisdictions. In case the Eligible Shareholders have provided their valid e-mail address, the Issue Materials will be
sent only to their valid e-mail address and in case the Eligible Shareholders have not provided their e-mail address, then the Issue
Materials will be dispatched, on a reasonable effort basis, to the Indian addresses provided by them.

Further, our Company along with the Lead Manager will undertake all adequate steps to dispatch the physical copies of the Abridged
Letter of Offer, the Rights Entitlement Letter and the Application Form. However, our Company, Lead Manager and the Registrar
will not be liable for non-dispatch of physical copies of Issue materials, including the Letter of Offer, the Abridged Letter of Offer,
the Rights Entitlement Letter and the Application Form.

All notices to the Eligible Equity Shareholders required to be given by our Company shall be published in (i) one English language
national daily newspaper with wide circulation; (ii) one Hindi language national daily newspaper with wide circulation; and (iii) one
Regional language daily newspaper with wide circulation (Regional being the regional language of State where our Registered
Office is situated). This Draft Letter of Offer, the Letter of Offer, the Abridged Letter of Offer and the Common Application Form
shall also be submitted with the Stock Exchange for making the same available on its website.

Offer to Non-Resident Eligible Equity Shareholders/Investors:

As per Rule 7 of the FEMA Rules, the RBI has given general permission to Indian companies to issue rights equity shares to non-
resident shareholders including additional rights equity shares. Further, as per the Master Direction on Foreign Investment in India
dated January 4, 2018, as amended from time to time issued by the RBI, non- residents may, amongst other things, (i) subscribe for
additional shares over and above their Rights Entitlements; (ii) renounce the shares offered to them either in full or part thereof in
favour of a person named by them; or (iii) apply for the shares renounced in their favour. Applications received from NRIs and non-
residents for allotment of Rights Equity Shares shall be, amongst other things, subject to the conditions imposed from time to time by
the RBI under FEMA in the matter of Application, refund of Application Money, Allotment of Rights Equity Shares and issue of
Rights Entitlement Letters/ letters of Allotment/Allotment advice. If a non-resident or NRI Investor has specific approval from RBI,
in connection with his shareholding in our Company, such person should enclose a copy of such approval with the Application details
and send it to the Registrar by email on mitcon.rights2024@linkintime.co.in or physically/postal means at the address of the
Registrar Link Intime India Private Limited. It will be the sole responsibility of the investors to ensure that the necessary approval
from the RBI or the governmental authority is valid in order to make any investment in the Issue and the Lead Manager and our
Company will not be responsible for any such allotments made by relying on such approvals.

The Abridged Letter of Offer, the Rights Entitlement Letter and Common Application Form shall be sent/dispatched to the email
addresses and Indian addresses of non-resident Eligible Equity Shareholders, on a reasonable effort basis, who have provided an
Indian address to our Company and are located in jurisdictions where the offer and sale of the Rights Equity Shares is permitted
under laws of such jurisdictions and does not result in and may not be construed as, a public offering in such jurisdictions. Investors
can access the Letter of Offer, the Abridged Letter of Offer and the Common Application Form (provided that the Eligible Equity
Shareholder is eligible to subscribe for the Rights Equity Shares under applicable securities laws) from the websites of the Registrar,
our Company and the Lead Manager and the Stock Exchange. Our Board may at its absolute discretion agree to such terms and
conditions as may be stipulated by the RBI while approving the Allotment. The Rights Equity Shares purchased by non-residents
shall be subject to the same conditions including restrictions in regard to their patriation as are applicable to the original Equity Shares
against which Rights Equity Shares are issued on rights basis.

In case of change of status of holders, i.e., from resident to non-resident, a new demat account must be opened. Any Application
from a demat account which does not reflect the accurate status of the Applicant is liable to be rejected at the sole discretion of our
Company and the Lead Manager.

Please also note that pursuant to Circular No. 14 dated September 16, 2003, issued by RBI, OCBs have been derecognized as an
eligible class of investors and RBI has subsequently issued the Foreign Exchange Management (Withdrawal of General Permission to
Overseas Corporate Bodies (OCBs) Regulations, 2003. Any Investor being an OCB is required not to be under the adverse notice of
RBI and to obtain prior approval from RBI for applying in this Issue as an incorporated non-resident must do so in accordance with
the FDI Circular 2020 and FEMA Rules.

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 PROCEDURE FOR APPLICATION
How to Apply

In accordance with Regulation 76 of the SEBI ICDR Regulations, SEBI Rights Issue Circulars and ASBA Circulars, all Investors
desiring to make an Application in this Issue are mandatorily required to use the ASBA process. Investors should carefully read the
provisions applicable to such Applications before making their Application through ASBA. Further, the resident Eligible Equity
Shareholders holding Equity Shares in physical form as on the Record Date can apply for this Issue through ASBA facility. For details
of procedure for application by the resident Eligible Equity Shareholders holding Equity Shares in physical form as on the Record
Date, please refer “o "Procedure for Application by Eligible Equity Shareholders holding Equity Shares in physical form" beginning
on page 237 of this Draft Letter of Offer.

Our Company, the Lead Manager, its directors, its employees, affiliates, associates and their respective directors and officers, and
the Registrar shall not take any responsibility for acts, mistakes, errors, omissions and commissions etc. in relation to Applications
accepted by SCSBs, Applications uploaded by SCSBs, Applications accepted but not uploaded by SCSBs or Applications accepted
and uploaded without blocking funds in the ASBA Accounts.

Application Form

The Application Form for the Right Shares offered as part of this Issue would be sent/ dispatched to the Eligible Shareholders only
to:
• E-mail addresses of resident Eligible Shareholders who have provided their e-mail addresses;
• Indian addresses of the resident Eligible Shareholders, on a reasonable effort basis, whose e-mail addresses are not available
with our Company, or the Eligible Shareholders have not provided the valid email address to our Company;
• Indian addresses of the non-resident Eligible Shareholders, on a reasonable effort basis, who have provided an Indian address
to our Company; and
• E-mail addresses of foreign corporate or institutional shareholders.

The Application Form along with the Abridged Letter of Offer and the Rights Entitlement Letter shall be sent through email or
physical delivery, as applicable, at least 3 (Three) days before the Issue Opening Date. The Renouncees and Eligible Equity
Shareholders who have not received the Application Form can download the same from the website of the Registrar, our Company,
the Lead Manager or Stock Exchange.

In case of non-resident Eligible Shareholders, the Application Form along with the Abridged Letter of Offer and the Rights
Entitlement Letter shall be sent through e-mail address if they have provided an Indian address to our Company or who are located
in jurisdictions where the offer and sale of the Right Equity Shares is permitted under laws of such jurisdictions and does not result
in and may not be construed as, a public offering in such jurisdictions.

Further, our Company along with the Lead Manager will undertake all adequate steps to reach out the Eligible Equity Shareholders
by other means. However, our Company, the Lead Manager and the Registrar shall not be liable for non-dispatch of physical copies
of Issue materials, including the Letter of Offer, the Abridged Letter of Offer, the Rights Entitlement Letter and the Application
Form.

Please note that neither our Company nor the Lead Manager shall be responsible for delay in the receipt of the Letter of Offer, the
Abridged Letter of Offer, the Rights Entitlement Letter or the Application Form attributable to non-availability of the email addresses
of Eligible Equity Shareholders or electronic transmission delays or failures, or if the Application Forms or the Rights Entitlement
Letters are delayed or misplaced in the transit.

To update the respective email address/ mobile numbers in the records maintained by the Registrar or our Company, Eligible
Equity Shareholders should visit www.linkintime.co.in. Investors can also access this Draft Letter of Offer, the Letter of Offer, the
Abridged Letter of Offer and the Application Form (provided that the Eligible Equity Shareholder is eligible to subscribe for the
Rights Equity Shares under applicable securities laws) on the websites of:

• Our Company at www.mitconindia.com;

• the Lead Manager at www.srujanalpha.com;
• the Registrar to the Issue at www.linkintime.co.in; or
• Stock Exchange at www.nseindia.com.

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The Eligible Equity Shareholders can obtain the details of their respective Rights Entitlements from the website of the Registrar
(i.e., www.linkintime.co.in) by entering their DP ID and Client ID or Folio Number (in case of resident Eligible Equity Shareholders
holding Equity Shares in physical form). The link for the same shall also be available on the website of our Company (i.e.,
www.mitconindia.com). The Application Form can be used by the Investors, Eligible Equity Shareholders as well as the Renouncees,
to make Applications in this Issue, based on the Rights Entitlements credited in their respective demat accounts or demat suspense
escrow account, as applicable. Please note that one single Application Form shall be used by the Investors to make Applications for
all Rights Entitlements available in a particular demat account. Further, in accordance with the SEBI Rights Issue Circulars, the
resident Eligible Equity Shareholders, who hold Equity Shares in physical form as on Record Date can apply through this Issue by
first furnishing the details of their demat account along with their self-attested PAN and details of address proof by way of uploading
on Registrar website the records confirming the legal and beneficial ownership of their respective Equity Shares at least two Working
Days prior to the Issue Closing Date, after which they can apply through ASBA facility.

In case of Investors who have provided details of demat account in accordance with the SEBI ICDR Regulations, such Investors
will have to apply for the Rights Equity Shares from the same demat account in which they are holding the Rights Entitlements and
in case of multiple demat accounts, the Investors are required to submit a separate Application Form for each demat account.
Investors may accept this Issue and apply for the Rights Equity Shares by submitting the Application Form to the Designated Branch
of the SCSB or online/electronic Application through the website of the SCSBs (if made available by such SCSB) for authorizing
such SCSB to block Application Money payable on the Application in their respective ASBA Accounts. Prior to making an
Application, such Investors should enable the internet banking of their respective bank accounts and such Investors should ensure
that the respective bank accounts have sufficient funds. Please note that Applications made with payment using third party bank
accounts are liable to be rejected.

Investors are also advised to ensure that the Application Form is correctly filled up stating therein the ASBA Account (in case of
Application through ASBA process) in which an amount equivalent to the amount payable on Application as stated in the Application
Form will be blocked by the SCSB.

Please note that Applications without depository account details shall be treated as incomplete and shall be rejected. Applicants
should note that they should very carefully fill-in their depository account details and PAN number in the Application Form or while
submitting application through online/electronic Application through the website of the SCSBs (if made available by such SCSB).
Incorrect depository account details or PAN number could lead to rejection of the Application. For details, please refer to "Grounds
for Technical Rejection" beginning on page 237 of this Draft Letter of Offer. Our Company, the Lead Manager, the Registrar and
the SCSB shall not be liable for any incorrect demat details provided by the Applicants.

Additionally, in terms of Regulation 78 of the SEBI ICDR Regulations, Investors may choose to accept the offer to participate in
this Issue by making plain paper Applications. Please note that Eligible Equity Shareholders making an application in this Issue by
way of plain paper applications shall not be permitted to renounce any portion of their Rights Entitlements. For details, please refer
to "Application on Plain Paper under ASBA process" beginning on page 237 of this Draft Letter of Offer.

Options available to the Eligible Equity Shareholders

The Rights Entitlement Letter will clearly indicate the number of Rights Equity Shares that the Eligible Equity Shareholder is
entitled to.

If the Eligible Equity Shareholder applies in this Issue, then such Eligible Equity Shareholder can:

(i) apply for its Rights Equity Shares to the full extent of its Rights Entitlements; or
(ii) apply for its Rights Equity Shares to the extent of part of its Rights Entitlements (without renouncing the other part); or
(iii) (apply for Rights Equity Shares to the extent of part of its Rights Entitlements and renounce the other part of its Rights
Entitlements; or
(iv) apply for its Rights Equity Shares to the full extent of its Rights Entitlements and apply for additional Rights Equity
Shares; or
(v) renounce its Rights Entitlements in full.

Procedure for Application through the ASBA process

An investor, wishing to participate in this Issue through the ASBA facility, is required to have an ASBA enabled bank account
with an SCSB, prior to making the Application. Investors desiring to make an Application in this Issue through ASBA process,
may submit the Application Form to the Designated Branch of the SCSB or online/electronic Application through the website of
the SCSBs (if made available by such SCSB) for authorizing such SCSB to block Application Money payable on the Application
in their respective ASBA Accounts.

255
Investors should ensure that they have correctly submitted the Application Form, or have otherwise provided an authorisation to
the SCSB, via the electronic mode, for blocking funds in the ASBA Account equivalent to the Application Money mentioned in
the Application Form, as the case may be, at the time of submission of the Application.

Self-Certified Syndicate Banks

For the list of banks which have been notified by SEBI to act as SCSBs for the ASBA process, please refer to
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=34. For details on Designated Branches
of SCSBs collecting the Application Form, please refer to the above-mentioned link. Please note that subject to SCSBs complying
with the requirements of SEBI Circular No. CIR/CFD/DIL/13/2012 dated September 25, 2012, within the periods stipulated
therein, ASBA Applications may be submitted at the Designated Branches of the SCSBs, in case of Applications made through
ASBA facility.

The Lead Manager, our Company, its directors, its employees, affiliates, associates and their respective directors and officers and
the Registrar shall not take any responsibility for acts, mistakes, errors, omissions and commissions etc., in relation to
Applications accepted by SCSBs, Applications uploaded by SCSBs, Applications accepted but not uploaded by SCSBs or
Applications accepted and uploaded without blocking funds in the ASBA Accounts.

Investors applying through the ASBA facility should carefully read the provisions applicable to such Applications before making
their Application through the ASBA process.

Acceptance of this Issue

Investors may accept this Issue and apply for the Rights Equity Shares by submitting the Application Form to the Designated
Branch of the SCSB or online/electronic Application through the website of the SCSBs (if made available by such SCSB) for
authorizing such SCSB to block Application Money payable on the Application in their respective ASBA Accounts. Please note
that on the Issue Closing Date for Applications through ASBA process will be uploaded until 5.00 p.m. (Indian Standard Time)
or such extended time as permitted by the Stock Exchange.

Applications submitted to anyone other than the Designated Branches of the SCSB are liable to be rejected.

Investors can also make Application on plain paper under ASBA process mentioning all necessary details as mentioned under
the section "Application on Plain Paper under ASBA process" beginning on page 237 of this Draft Letter of Offer.

Additional Rights Equity Shares

Investors are eligible to apply for Additional Rights Equity Shares over and above their Rights Entitlements, provided that they
are eligible to apply for Rights Equity Shares under applicable law and they have applied for all the Rights Equity Shares forming
part of their Rights Entitlements without renouncing them in whole or in part. Where the number of additional Rights Equity
Shares applied for exceeds the number available for Allotment, the Allotment would be made as per the Basis of Allotment
finalised in consultation with the Designated Stock Exchange. Applications for Additional Rights Equity Shares shall be
considered and allotment shall be made in accordance with the SEBI ICDR Regulations and in the manner prescribed under the
section titled "Terms of the Issue" beginning on page 237 of this Draft Letter of Offer.

Eligible Equity Shareholders who renounce their Rights Entitlements cannot apply for Additional Rights Equity Shares.Non-
resident Renouncees who are not Eligible Equity Shareholders cannot apply for additional Rights Equity Shares.

Resident Eligible Equity Shareholders who hold Equity Shares in physical form as on the Record Date cannot renounce until the
details of their demat account are provided to our Company or the Registrar and the dematerialized Rights Entitlements are
transferred from suspense escrow demat account to the respective demat accounts of such Eligible Equity Shareholders within
prescribed timelines. However, Such Eligible Equity Shareholders, where the dematerialized Rights Entitlements are transferred
from the suspense escrow demat account to the respective demat accounts within prescribed timelines, can apply for additional
Rights Equity Shares while submitting the Application through ASBA process.

Applications by Overseas Corporate Bodies

By virtue of the Circular No. 14 dated September 16, 2003, issued by the RBI, Overseas Corporate Bodies ("O”Bs"), have been
derecognized as an eligible class of investors and the RBI has subsequently issued the Foreign Exchange Management
(Withdrawal of General Permission to OCBs) Regulations, 2003.

Accordingly, the existing Eligible Equity Shareholders of our Company who do not wish to subscribe to the Rights Equity Shares
being offered but wish to renounce the same in favour of Renouncee shall not be able to renounce the same (whether for

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consideration or otherwise), in favour of OCB(s). The RBI has however clarified in its circular, A.P. (DIR Series) Circular No.
44, dated December 8, 2003, that OCBs which are incorporated and are not and were not at any time subject to any adverse
notice from the RBI, are permitted to undertake fresh investments as incorporated non-resident entities in terms of Regulation
5(1) of RBI Notification No.20/2000-RB dated May 3, 2000, under the foreign direct investment scheme with the prior approval
of Government of India if the investment is through the government approval route and with the prior approval of RBI if the
investment is through automatic route on case by case basis. Eligible Equity Shareholders renouncing their rights in favour of
such OCBs may do so provided such Renouncee obtains a prior approval from the RBI. On submission of such RBI approval to
our Company at our Registered Office, the OCB shall receive the Abridged Letter of Offer and the Application Form.

Procedure for Renunciation of Rights Entitlements

The Eligible Equity Shareholders may renounce the Rights Entitlements, credited to their respective demat accounts, either in
full or in part (a) by using the secondary market platform of the Stock Exchange; or (b) through an off-market transfer, during the
Renunciation Period. The Investors should have the demat Rights Entitlements credited/lying in his/her own demat account prior
to the renunciation. The trades through On Market Renunciation and Off Market Renunciation will be settled by transferring the
Rights Entitlements through the depository mechanism.

Investors may be subject to adverse foreign, state or local tax or legal consequences as a result of trading in the Rights
Entitlements. Investors who intend to trade in the Rights Entitlements should consult their tax advisor or stock broker regarding
any cost, applicable taxes, charges and expenses (including brokerage) that may be levied for trading in Rights Entitlements.

Investors may be subject to adverse foreign, state or local tax or legal consequences as a result of trading in the Rights
Entitlements. Investors who intend to trade in the Rights Entitlements should consult their tax advisor or stockbroker regarding
any cost, applicable taxes, charges and expenses (including brokerage) that may be levied for trading in Rights Entitlements.

Please note that the Rights Entitlements which are neither renounced nor subscribed by the Investors on or before the Issue Closing
Date shall lapse and shall be extinguished after the Issue Closing Date.

The Lead Manager and our Company accept no responsibility to bear or pay any cost, applicable taxes, charges and expenses
(including brokerage), and such costs will be incurred solely by the Investors.

On Market Renunciation
The Eligible Equity Shareholders may renounce the Rights Entitlements, credited to their respective demat accounts by
trading/selling them on the secondary market platform of the Stock Exchange through a registered stockbroker in the same
manner as the existing Equity Shares of our Company.

In this regard, in terms of provisions of the SEBI ICDR Regulations and the SEBI Rights Issue Circulars, the Rights Entitlements
credited to the respective demat accounts of the Eligible Equity Shareholders shall be admitted for trading on the Stock Exchange
under ISIN [●] subject to requisite approvals. Prior to the Issue Opening Date, our Company will obtain the approval from the
Stock Exchange for trading of Rights Entitlements. No assurance can be given regarding the active or sustained On Market
Renunciation or the price at which the Rights Entitlements will trade. The details for trading in Rights Entitlements will be as
specified by the Stock Exchange from time to time. The Rights Entitlements are tradable in dematerialized form only. The market
lot for trading of Rights Entitlements is 1 (One) Rights Entitlements.

The On Market Renunciation shall take place only during the Renunciation Period for On Market Renunciation, i.e., [●] to [●]
(both days inclusive). The Investors holding the Rights Entitlements who desire to sell their Rights Entitlements will have to do
so through their registered stockbrokers by quoting the ISIN [●] and indicating the details of the Rights Entitlements they intend
to sell. The Investors can place order for sale of Rights Entitlements only to the extent of Rights Entitlements available in their
demat account.

The On Market Renunciation shall take place electronically on secondary market platform of NSE under automatic order matching
mechanism and on ‘T+1 rolling settlement basis’, where ‘T’ refers to the date of trading. The transactions will be settled on
trade-for-trade basis. Upon execution of the order, the stockbroker will issue a contract note in accordance with the requirements
of the Stock Exchange and the SEBI.

Off Market Renunciation

The Eligible Equity Shareholders may renounce the Rights Entitlements, credited to their respective demat accounts by way of
an off-market transfer through a depository participant. The Rights Entitlements can be transferred in dematerialized form only.
Eligible Equity Shareholders are requested to ensure that renunciation through off-market transfer is completed in such a manner
that the Rights Entitlements are credited to the demat account of the Renouncees on or prior to the Issue Closing Date to enable

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Renouncees to subscribe to the Rights Equity Shares in the Issue.

The Investors holding the Rights Entitlements who desire to transfer their Rights Entitlements will have to do so through their
depository participant by issuing a delivery instruction slip quoting the ISIN [●], the details of the buyer and the details of the
Rights Entitlements they intend to transfer. The buyer of the Rights Entitlements (unless already having given a standing receipt
instruction) has to issue a receipt instruction slip to their depository participant. The Investors can transfer Rights Entitlements
only to the extent of Rights Entitlements available in their demat account.

The instructions for transfer of Rights Entitlements can be issued during the working hours of the depository participants. The
detailed rules for transfer of Rights Entitlements through off-market transfer shall be as specified by the NSDL and CDSL from
time to time.

The renunciation from non-resident Eligible Equity Shareholder(s) to resident Indian(s) and vice versa shall be subject to
provisions of FEMA Rules and other circular, directions, or guidelines issued by RBI or the Ministry of Finance from time to
time. However, the facility of renunciation shall not be available to or operate in favour of an Eligible Equity Shareholders being
an erstwhile OCB unless the same is in compliance with the FEMA Rules and other circular, directions, or guidelines issued by
RBI or the Ministry of Finance from time to time.

Please note that the Rights Entitlements which are neither renounced nor subscribed by the Investors on or before the
Issue Closing Date shall lapse and shall be extinguished after the Issue Closing Date.

Applications on Plain Paper under ASBA process

An Eligible Equity Shareholder who is eligible to apply under the ASBA process may make an Application to subscribe to this
Issue on plain paper in case of non-receipt of Application Form as detailed above In such cases of non-receipt of the Application
Form through e-mail or physical delivery (where applicable) and the Eligible Equity Shareholder not being in a position to obtain
it from any other source may make an Application to subscribe to this Issue on plain paper with the same details as per the
Application Form that is available on the websites of the Registrar, Stock Exchange or the Lead Manager. An Eligible Equity
Shareholder shall submit the plain paper Application to the Designated Branch of the SCSB for authorizing such SCSB to block
Application Money in the said bank account maintained with the same SCSB. Applications on plain paper will not be accepted
from any address outside India.

Additionally, in terms of Regulation 78 of the SEBI ICDR Regulations, Investors may choose to accept the offer to participate
in this Issue by making plain paper Applications. Please note that SCSBs shall accept such applications only if all details required
for making the application as per the SEBI ICDR Regulations are specified in the plain paper application. If an Eligible Equity
Shareholder makes an Application both in an Application Form as well as on plain paper, both applications are liable to be
rejected.

Please note that in terms of Regulation 78 of the SEBI ICDR Regulations, the Eligible Equity Shareholders who are making the
Application on plain paper shall not be entitled to renounce their Rights Entitlements and should not utilize the Application Form
for any purpose including renunciation even if it is received subsequently.

The Application on plain paper, duly signed by the Eligible Equity Shareholder including joint holders, in the same order and as
per specimen recorded with his/her bank, must reach the office of the Designated Branch of the SCSB before the Issue Closing
Date and should contain the following particulars:

• Name of our Company, being MITCON Consultancy & Engineering Services Limited;
• Name and address of the Eligible Equity Shareholder including joint holders (in the same order and as per specimen
recorded with our Company or the Depository);
• Registered Folio Number (in case of Eligible Equity Shareholders who hold Equity Shares in physical form as on
Record Date)/ DP and Client ID;
• Number of Equity Shares held as on Record Date;
• Allotment option preferred - only Demat form;
• Number of Rights Equity Shares entitled to;
• Number of Rights Equity Shares applied for within the Rights Entitlements;
• Number of Additional Rights Equity Shares applied for, if any (applicable only if entire Rights Entitlements have been
applied for);
• Total number of Rights Equity Shares applied for;
• Total amount paid at the rate of ₹[●] per Rights Equity Share at time of application;

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 • Details of the ASBA Account such as the account number, name, address and branch of the relevant SCSB;
• In case of NR Eligible Equity Shareholders making an application with an Indian address, details of the NRE/FCNR/NRO
Account such as the account number, name, address and branch of the SCSB with which the account is maintained;
• Except for Applications on behalf of the Central or State Government, the residents of Sikkim and officials appointed by
the courts, PAN of the Eligible Equity Shareholder and for each Eligible Equity Shareholder in case of joint names,
irrespective of the total value of the Rights Equity Shares applied for pursuant to the Issue. Documentary evidence for
exemption to be provided by the Applicants;
• Authorisation to the Designated Branch of the SCSB to block an amount equivalent to the Application Money in the
ASBA Account;
• Signature of the Eligible Equity Shareholder (in case of joint holders, to appear in the same sequence and order as they
appear in the records of the SCSB);
• An approval obtained from any regulatory authority, if required, shall be obtained by the Eligible Equity Shareholders
and a copy of such approval from any regulatory authority, as may be required, shall be sent to the Registrar at
mitcon.rights2024@linkintime.co.in; and
• Additionally, all such Applicants are deemed to have accepted the following“

"I/We understand that neither the Rights Entitlement nor the Rights Equity Shares have been, and will be, registered under the
United States Securities Act of 1933, as amended“ ("US Securities Act") or any United States state securities laws, and may not
be offered, sold, resold or otherwise transferred within the United States or to the territories or possessions thereto ("United
States") or to, or for the account or benefit of a United States person as defined in the Regulation S of the US Securities Ac“
("Regulation S"), except pursuant to an exemption from, or in a transaction not subject to, the registration requirement of the
Regulation S. I/ we understand the Rights Equity Shares referred to in this application are being offered and sold only in offshore
transaction outside the United States in compliance with Regulation S to existing shareholders who are located in jurisdictions
where such offer and sale of the Rights Equity Shares is permitted under the laws of such jurisdictions. I/ we understand the
offering to which this application relates is not, and under no circumstances is to be construed as, an offering of any Rights Equity
Shares or Rights Entitlement for sale in the United States, or as a solicitation therein of an offer to buy any of the said Rights
Equity Shares or Rights Entitlement in the United States. Accordingly, I/ we understand this application should not be forwarded
to or transmitted in or to the United States at any time. I/ we confirm that I/ we are not (a) in the United States and eligible to
subscribe for the Rights Equity Shares under applicable securities laws, (b) complying with laws of jurisdictions applicable to
such person in connection with the Issue, and (c) understand that neither us, nor the Registrar, the Lead Manager or any other
person acting on behalf of us will accept subscriptions from any person, or the agent of any person, who appears to be, or who
we, the Registrar, the Lead Manager or any other person acting on behalf of us have reason to believe is a resident of the United
States "U.S. Person" (as defined in Regulation S) or is ineligible to participate in the Issue under the securities laws of their
jurisdiction“

"I/ We will not offer, sell or otherwise transfer any of the Equity Shares which may be acquired by us in any jurisdiction or under
any circumstances in which such offer or sale is not authorized or to any person to whom it is unlawful to make such offer, sale
or invitation except under circumstances that will result in compliance with any applicable laws or regulations. We satisfy, and
each account for which I/we are acting satisfies, (a) all suitability standards for investors in investments of the type subscribed
for herein imposed by the jurisdiction of our residence, and (b) is eligible to subscribe and is subscribing for the Rights Equity
Shares and Rights Entitlements in compliance with applicable securities and other laws of our jurisdictions of residence.

I/we hereby make the representations, warranties, acknowledgments and agreements set forth in “Restrictions on Foreign
Ownership of Indian Securities” on page 275 of this Draft Letter of Offer

I/ We understand and agree that the Rights Entitlement and Rights Equity Shares may not be reoffered, resold, pledged or
otherwise transferred except in an offshore transaction in compliance with Regulation S, or otherwise pursuant to an exemption
from, or in a transaction not subject to, the registration requirements of the US Securities Act to a person outside the United
States.

I/We (i) am/are, and the person, if any, for whose account I/we am/are acquiring such Rights Entitlement, and/or the Equity
Shares, is/are outside the United States or a Qualified Institutional Buyer (as defined in the US Securities Act), and (ii) is/are
acquiring the Rights Entitlement and/or the Equity Shares in an offshore transaction meeting the requirements of Regulation S or
in a transaction exempt from, or not subject to, the registration requirements of the US Securities Act.
I/We acknowledge that the Company, the Lead Manager, their affiliates and others will rely upon the truth and accuracy of the
foregoing representations and agreements."

In cases where Multiple Application Forms are submitted for Applications pertaining to Rights Entitlements credited to the same

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demat account or in demat suspense escrow account, as applicable, including cases where an Investor submits Application Forms
along with a plain paper Application, such Applications shall be liable to be rejected.

Investors are requested to strictly adhere to these instructions. Failure to do so could result in an Application being rejected, with
our Company, the Lead Manager and the Registrar not having any liability to the Investor. The plain paper Application format will
be available on the website of the Registrar at www.linkintime.co.in. Our Company, the Lead Manager and the Registrar shall not
be responsible if the Applications are not uploaded by SCSB, or funds are not blocked in the Investors’ ASBA Accounts on or
before the Issue Closing Date.

Last date for Application

The last date for submission of the duly filled in Application Form or a plain paper Application is [●]., Issue Closing Date. Our
Board or any committee thereof may extend the said date for such period as it may determine from time to time, subject to the
provisions of the Articles of Association, and subject to the Issue Period not exceeding 30 days from the Issue Opening Date
(inclusive of the Issue Opening Date).

If the Application together with the amount payable is either (i) not blocked with an SCSB; (ii) not received by the Bankers to
the Issue on or before the close of banking hours on the Issue Closing Date or such date as may be extended by our Board or any
committee thereof; or (iii) not uploaded with Stock Exchange, the invitation to offer contained in the Letter of Offer shall be
deemed to have been declined and our Board or any committee thereof shall be at liberty to dispose of the Equity Shares hereby
offered, as provided under "Terms of the Issue - Basis of Allotment" beginning on page 247 of this Draft Letter of Offer.

Please note that on the Issue Closing Date for Applications through ASBA process shall be uploaded until 5:00 p.m. (Indian
Standard Time) or such extended time as permitted by the Stock Exchange. Please ensure that the Application Form and
necessary details are filled in. In place of Application number, Investors can mention the reference number of the e-mail received
from Registrar informing about their Rights Entitlement or last eight digits of the demat account. Alternatively, SCSBs may
mention their internal reference number in place of application number.

Modes of Payment
All payments against the Application Forms shall be made only through ASBA facility. The Registrar will not accept any
payments against the Application Forms, if such payments are not made through ASBA facility.

In case of Application through ASBA facility, the Investor agrees to block the entire amount payable on Application with the
submission of the Application Form, by authorizing the SCSB to block an amount, equivalent to the amount payable on
Application, in the Investor’s ASBA Account.

After verifying that sufficient funds are available in the ASBA Account details of which are provided in the Application Form,
the SCSB shall block an amount equivalent to the Application Money mentioned in the Application Form until the Transfer Date.
On the Transfer Date, upon receipt of intimation from the Registrar, of the receipt of minimum subscription and pursuant to the
finalization of the Basis of Allotment as approved by the Designated Stock Exchange, the SCSBs shall transfer such amount as
per the Registrar’s instruction from the ASBA Account into the Allotment Account which shall be a separate bank account
maintained by our Company, other than the bank account referred to in sub-section (3) of Section 40 of the Companies Act, 2013.
The balance amount remaining after the finalization of the Basis of Allotment on the Transfer Date shall be unblocked by the
SCSBs on the basis of the instructions issued in this regard by the Registrar to the respective SCSB.

The Investors would be required to give instructions to the respective SCSBs to block the entire amount payable on their
Application at the time of the submission of the Application Form.

The SCSB may reject the application at the time of acceptance of Application Form if the ASBA Account, details of which have
been provided by the Investor in the Application Form does not have sufficient funds equivalent to the amount payable on
Application mentioned in the Application Form. Subsequent to the acceptance of the Application by the SCSB, our Company
would have a right to reject the Application on technical grounds as set forth hereinafter.

Mode of payment for Resident Investors

All payments against the Application Forms shall be made only through ASBA facility. The Registrar will not accept any
payments against the Application Forms, if such payments are not made through ASBA facility. Applicants are requested to
strictly adhere to these instructions.

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Mode of payment for Non-Resident Investors
As per Rule 7 of the FEMA Rules, RBI has given general permission to Indian companies to issue Equity Shares to non-resident
shareholders including additional Equity Shares. Further, as per the Master Direction on Foreign Investment in India dated
January 4, 2018, as amended from time to time issued by RBI, non-residents may, amongst other things, (i) subscribe for
additional shares over and above their Rights Entitlements; (ii) renounce the shares offered to them either in full or part thereof
in favour of a person named by them; or (iii) apply for the shares renounced in their favour. Applications received from NRIs and
non-residents for allotment of Right Equity Shares shall be, amongst other things, subject to the conditions imposed from time to
time by RBI under FEMA in the matter of Application, Allotment of Equity Shares and issue of Rights Entitlement Letters/
letters of Allotment/Allotment Advice. If a non-resident or NRI Investor has specific approval from RBI, in connection with his
shareholding in our Company, such person should enclose a copy of such approval with the Application details and send it to the
Registrar.

As regards Applications by Non-Resident Investors, the following conditions shall apply:

• Individual non-resident Indian Applicants who are permitted to subscribe to Rights Equity Shares by applicable local
securities laws can obtain Application Forms on the websites of the Registrar or our Company or the Lead Manager.
Note: In case of non-resident Eligible Equity Shareholders, the Abridged Letter of Offer, the Rights Entitlement Letter and
the Application Form shall be sent to their email addresses if they have provided their Indian address to our Company or if
they are located in certain jurisdictions (other than the United States and India) where the offer and sale of the Rights Equity
Shares is permitted under laws of such jurisdictions and does not result in and may not be construed as, a public offering in
such jurisdiction. The Letter of Offer will be provided, only through email, by the Registrar on behalf of our Company or the
Eligible Equity Shareholders who have provided their Indian addresses to our Company or who are located in jurisdictions
where the offer and sale of the Rights Equity Shares is permitted under laws of such jurisdictions and does not result in and
may not be construed as, a public offering in such jurisdictions and in each case who make a request in this regard.
• Application Forms will not be accepted from non-resident Investors in any jurisdiction where the offer or sale of the Rights
Entitlements and Rights Equity Shares may be restricted by applicable securities laws.
• Payment by non-residents must be made only through ASBA facility and using permissible accounts in accordance with
FEMA, FEMA Rules and requirements prescribed by the RBI.
Eligible Non-Resident Equity Shareholders applying on a repatriation basis by using the Non-Resident Forms should
authorize their SCSB to block their Non-Resident External ("NRE") accounts, or Foreign Currency Non-Resident“ ("FCNR")
Accounts, and Eligible Non-Resident Equity Shareholders applying on a non-repatriation basis by using Resident Forms
should authorize their SCSB to block their Non- Resident Ordinary“ ("NRO") accounts for the full amount payable, at the
time of the submission of the Application Form to the SCSB. Applications received from NRIs and non-residents for
allotment of the Rights Equity Shares shall be inter alia, subject to the conditions imposed from time to time by the RBI under
the FEMA in the matter of refund of Application Money, allotment of Rights Equity Shares and issue of letter of allotment.
If an NR or NRI Investors has specific approval from RBI, in connection with his shareholding, he should enclose a copy of
such approval with the Application Form.
• In case where repatriation benefit is available, interest, dividend, sales proceeds derived from the investment in Equity Shares
can be remitted outside India, subject to tax, as applicable according to the Income-tax Act. In case Equity Shares are allotted
on a non-repatriation basis, the dividend and sale proceeds of the Equity Shares cannot be remitted outside India. Non-resident
Renouncees who are not Eligible Equity Shareholders must submit regulatory approval for applying for additional Equity
Shares in the Issue.
• In case of an Application Form received from the non-residents, Allotment, refunds and other distribution, if any, will be
made in accordance with the guidelines and rules prescribed by the RBI as applicable at the time of making such Allotment,
remittance and subject to necessary approvals. In the case of NRIs who remit their Application Money from funds held in
FCNR/NRE Accounts, refunds and other disbursement, if any shall be credited to such account.

Procedure for Application by Eligible Equity Shareholders holding Equity Shares in physical form
Please note that in accordance with Regulation 77A of the SEBI ICDR Regulations read with the SEBI Rights Issue Circulars,
the credit of Rights Entitlements and Allotment of Equity Shares shall be made in dematerialized form only. Accordingly, Eligible
Equity Shareholders holding Equity Shares in physical form as on Record Date and desirous of subscribing to Rights Equity
Shares in this Issue are advised to furnish details of their demat account to the Registrar or our Company at least 2 (Two) Working
Days prior to the Issue Closing Date, to enable the credit of their Rights Entitlements by way of transfer from the demat suspense
escrow account to their respective demat accounts, at least one day before the Issue Closing Date. If demat account details are not
provided by the Eligible Equity Shareholders holding Equity Shares in physical form to the Registrar or our Company by the
date mentioned above, such shareholders will not be allotted any Rights Equity Shares, nor such Rights Equity Shares be kept in
suspense account on behalf of such shareholder.

Prior to the Issue Opening Date, the Rights Entitlements of those resident Eligible Equity Shareholders, among others, who hold

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Equity Shares in physical form, and whose demat account details are not available with our Company or the Registrar, shall be
credited in a demat suspense escrow account opened by our Company. In the event, the relevant details of the demat accounts of
such Eligible Equity Shareholders are not received during the Issue Period, then their Rights Entitlements kept in the suspense
escrow demat account shall lapse.

Eligible Equity Shareholders, who hold Equity Shares in physical form as on Record Date and who have opened their demat
accounts after the Record Date, shall adhere to following procedure for participating in this Issue:

1. The Eligible Equity Shareholders shall send form ISR-1, SH-13 (which can be download from website i.e.,
www.linkintime.com) and ISR-2 (if signature does not matched with RTA record) the Registrar either by email (with digital
sign), post, speed post, courier, or hand delivery so as to reach to the Registrar no later than 2 (Two) Working Days prior
to the Issue Closing Date;

2. The Registrar shall, after verifying the details of such demat account, transfer the Rights Entitlements of such Eligible Equity
Shareholders to their demat accounts at least 1 (One) day before the Issue Closing Date; and

3. The remaining procedure for Application shall be same as set out in "Application on Plain Paper under ASBA process"
beginning on page 247 of this Draft Letter of Offer.

Resident Eligible Equity Shareholders who hold Equity Shares in physical form as on the Record Date will not be allowed
renounce their Rights Entitlements in the Issue. However, such Eligible Equity Shareholders, where the dematerialized Rights
Entitlements are transferred from the suspense escrow demat account to the respective demat accounts within prescribed
timelines, can apply for additional Equity Shares while submitting the Application through ASBA process.

PLEASE NOTE THAT THE ELIGIBLE EQUITY SHAREHOLDERS, WHO HOLD EQUITY SHARES IN PHYSICAL
FORM AS ON RECORD DATE AND WHO HAVE NOT FURNISHED THE DETAILS OF THEIR RESPECTIVE
DEMAT ACCOUNTS TO THE REGISTRAR OR OUR COMPANY AT LEAST TWO WORKING DAYS PRIOR TO
THE ISSUE CLOSING DATE, SHALL NOT BE ELIGIBLE TO MAKE AN APPLICATION FOR RIGHTS EQUITY
SHARES AGAINST THEIR RIGHTS ENTITLEMENTS WITH RESPECT TO THE EQUITY SHARES HELD IN
PHYSICAL FORM.

Allotment of the Rights Equity Shares in Dematerialized Form

PLEASE NOTE THAT THE RIGHTS EQUITY SHARES APPLIED FOR IN THIS ISSUE CAN BE ALLOTTED
ONLY IN DEMATERIALIZED FORM AND TO THE SAME DEPOSITORY ACCOUNT IN WHICH OUR EQUITY
SHARES ARE HELD BY SUCH INVESTOR ON THE RECORD DATE. FOR DETAILS, PLEASE REFER TO
"ALLOTMENT ADVICES/ REFUND ORDERS/UNBLOCKING OF ASBA ACCOUNTS" BEGINNING ON PAGE 247 OF
THIS DRAFT LETTER OF OFFER.

General instructions for Investors

a) Please read the Draft Letter of Offer and Application Form carefully to understand the Application process and applicable
settlement process.
b) Please read the instructions on the Application Form sent to you.
c) The Application Form can be used by both the Eligible Equity Shareholders and the Renouncees.
d) Application should be made only through the ASBA facility.
e) Application should be complete in all respects. The Application Form found incomplete with regard to any of the particulars
required to be given therein, and/or which are not completed in conformity with the terms of the Letter of Offer, the Abridged
Letter of Offer, the Rights Entitlement Letter and the Application Form are liable to be rejected.
f) In case of non-receipt of Application Form, Application can be made on plain paper mentioning all necessary details as
mentioned under the section "Application on Plain Paper under ASBA process" beginning on page 247 of this Draft Letter
of Offer.
g) In accordance with Regulation 76 of the SEBI ICDR Regulations, SEBI Rights Issue Circulars and ASBA Circulars, all
Investors desiring to make an Application in this Issue are mandatorily required to use the ASBA process. Investors should
carefully read the provisions applicable to such Applications before making their Application through ASBA.
h) An Investor, wishing to participate in this Issue through the ASBA facility, is required to have an ASBA enabled bank
account with an SCSB, prior to making the Application.
i) Applications should be submitted to the Designated Branch of the SCSB or made online/electronic through the website of
the SCSBs (if made available by such SCSB) for authorizing such SCSB to block Application Money payable on the
Application in their respective ASBA Accounts. Please note that on the Issue Closing Date, Applications through ASBA

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 process will be uploaded until 5.00 p.m. (Indian Standard Time) or such
extended time as permitted by the NSE.
j) Applications should not be submitted to the Bankers to the Issue, our Company or the Registrar and the Lead Manager.
k) In case of Application through ASBA facility, Investors are required to provide necessary details, including details of the
ASBA Account, authorization to the SCSB to block an amount equal to the Application Money in the ASBA Account
mentioned in the Application Form.
l) All Applicants, and in the case of Application in joint names, each of the joint Applicants, should mention their PAN
allotted under the Income-tax Act, irrespective of the amount of the Application. Except for Applications on behalf of the
Central or the State Government, the residents of Sikkim and the officials appointed by the courts, Applications without
PAN will be considered incomplete and are liable to be rejected. With effect from August 16, 2010, the demat accounts for
Investors for which PAN details have not been verified shall “e "suspended for cre”it" and no Allotment and credit of Rights
Equity Shares pursuant to this Issue shall be made into the accounts of such Investors.
m) In case of Application through ASBA facility, all payments will be made only by blocking the amount in the ASBA Account.
Cash payment or payment by cheque or demand draft or pay order or NEFT or RTGS or through any other mode is not
acceptable for application through ASBA process. In case payment is made in contravention of this, the Application will be
deemed invalid, and Application Money will not be refunded, and no interest will be paid thereon.
n) For physical Applications through ASBA at Designated Branches of SCSB, signatures should be either in English or Hindi
or in any other language specified in the Eighth Schedule to the Constitution of India. Signatures other than in any such
language or thumb impression must be attested by a Notary Public or a Special Executive Magistrate under his/her official
seal. The Investors must sign the Application as per the specimen signature recorded with the SCSB.
o) In case of joint holders and physical Applications through ASBA process, all joint holders must sign the relevant part of
the Application Form in the same order and as per the specimen signature(s) recorded with the SCSB. In case of joint
Applicants, reference, if any, will be made in the first Applicant’s name and all communication will be addressed to the
first Applicant.
p) All communication in connection with Application for the Rights Equity Shares, including any change in address of the
Eligible Equity Shareholders should be addressed to the Registrar prior to the Date of Allotment in this Issue quoting the
name of the first/sole Applicant, folio numbers (for Eligible Equity Shareholders who hold Equity Shares in physical form
as on Record Date)/DP ID and Client ID and Application Form number, as applicable. In case of any change in contact
details of the Eligible Equity Shareholders, the Eligible Equity Shareholders should also send the intimation for such change
to the respective depository participant, or to our Company or the Registrar in case of Eligible Equity Shareholders holding
Equity Shares in physical form.
q) Only persons outside restricted jurisdictions and who are eligible to subscribe for Rights Entitlement and Rights Equity
Shares under applicable securities laws are eligible to participate.
r) Please note that subject to SCSBs complying with the requirements of SEBI Circular No. CIR/CFD/DIL/13/2012 dated
September 25, 2012, within the periods stipulated therein, applications made through ASBA facility may be submitted at
the Designated Branches of the SCSBs. Application through ASBA facility in electronic mode will only be available with
such SCSBs who provide such facility.
s) In terms of the SEBI circular CIR/CFD/DIL/1/2013 dated January 2, 2013, it is clarified that for making applications by
banks on their own account using ASBA facility, SCSBs should have a separate account in own name with any other SEBI
registered SCSB(s). Such account shall be used solely for the purpose of making application in public/ rights issues and
clear demarcated funds should be available in such account for ASBA applications.
t) In case of change of status of holders, i.e., from resident to non-resident, a new demat account must be opened. Any
Application from a demat account which does not reflect the accurate status of the Applicant is liable to be rejected at the
sole discretion of our Company and the Lead Manager.

Additional general instructions for Investors in relation to making of an Application

a) Please read the instructions on the Application Form sent to you. Application should be complete in all respects. The
Application Form found incomplete with regard to any of the particulars required to be given therein, and/or which are not
completed in conformity with the terms of the Letter of Offer, the Abridged Letter of Offer, the Rights Entitlement Letter
and the Application Form are liable to be rejected. The Application Form must be filled in English.
b) Ensure that the demographic details such as address, PAN, DP ID, Client ID, bank account details and occupation
(“Demographic Details”) are updated, true and correct, in all respects. Investors applying under this Issue should note that
on the basis of name of the Investors, DP ID and Client ID provided by them in the Application Form or the plain paper
Applications, as the case may be, the Registrar will obtain Demographic Details from the Depository. Therefore, Investors
applying under this Issue should carefully fill in their Depository Account details in the Application. These Demographic
Details would be used for all correspondence with such Investors including mailing of the letters intimating unblocking of
bank account of the respective Investor and/or refund. The Demographic Details given by the Investors in the Application
Form would not be used for any other purposes by the Registrar. Hence, Investors are advised to update their Demographic
Details as provided to their Depository Participants. The Allotment Advice and the e-mail intimating unblocking of ASBA

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 Account or refund (if any) would be e-mailed to the address of the Investor as per the e-mail address provided to our
Company or the Registrar or Demographic Details received from the Depositories. The Registrar will give instructions to
the SCSBs for unblocking funds in the ASBA Account to the extent Rights Equity Shares are not Allotted to such Investor.
Please note that any such delay shall be at the sole risk of the Investors and none of our Company, the SCSBs or the
Registrar or the Lead Manager shall be liable to compensate the Investor for any losses caused due to any such delay or be
liable to pay any interest for such delay. In case no corresponding record is available with the Depositories that match three
parameters, (a) names of the Investors (including the order of names of joint holders), (b) DP ID, and (c) Client ID, then
such Application Forms are liable to be rejected.
c) By signing the Application Forms, Investors would be deemed to have authorized the Depositories to provide, upon
request, to the Registrar, the required Demographic Details as available on its records.
d) Investors are required to ensure that the number of Equity Shares applied for by them do not exceed the prescribed limits
under the applicable law.
e) Do not apply if you are ineligible to participate in this Issue under the securities laws applicable to your jurisdiction.
f) Do not submit the General Index Registrar (GIR) number instead of the PAN as the application is liable to be rejected on
this ground.
g) Avoid applying on the Issue Closing Date due to risk of delay / restrictions in making any physical Application.
h) Do not pay the Application Money in cash, by money order, pay order or postal order.
i) Do not submit multiple Applications.
j) No investment under the FDI route requiring government approval will be allowed in the Issue unless such application is
accompanied with necessary approval or covered under a pre-existing approval from the government. It will be the sole
responsibility of the investors to ensure that the necessary approval or the pre-existing approval from the government is
valid in order to make any investment in the Issue. The Lead Manager and our Company will not be responsible for any
allotments made by relying on such approvals.
k) An Applicant being an OCB is required not to be under the adverse notice of RBI and in order to apply for this issue as an
incorporated non-resident must do so in accordance with the FDI Circular 2020 and Foreign Exchange Management (Non-
Debt Instrument) Rules, 2019.

Do’s:
(a) Ensure that the Application Form and necessary details are filled in.
(b) Except for Application submitted on behalf of the Central or the State Government, residents of Sikkim and the officials
appointed by the courts, each Applicant should mention their PAN allotted under the Income- tax Act.
(c) Ensure that the demographic details such as address, PAN, DP ID, Client ID, bank account details and occupation
(“Demographic Details”) are updated, true and correct, in all respects.
(d) Investors should provide correct DP ID and client ID/ folio number while submitting the Application. Such DP ID and
Client ID/ folio number should match the demat account details in the records available with Company and/or Registrar,
failing which such Application is liable to be rejected. Investor will be solely responsible for any error or inaccurate detail
provided in the Application. Our Company, the Lead Manager, SCSBs or the Registrar will not be liable for any such
rejections.

Don’ts:
(a) Do not apply if you are ineligible to participate in this Issue under the securities laws applicable to your jurisdiction.
(b) Do not submit the GIR number instead of the PAN as the application is liable to be rejected on this ground.
(c) Avoid applying on the Issue Closing Date due to risk of delay/ restrictions in making any physical Application.
(d) Do not pay the Application Money in cash, by money order, pay order or postal order.
(e) Do not submit multiple Applications.

Do’s for Investors applying through ASBA:

(a) Ensure that the necessary details are filled in the Application Form including the details of the ASBA Account
(b) Ensure that the details about your Depository Participant and beneficiary account are correct and the beneficiary account is
activated as the Rights Equity Shares will be Allotted in the dematerialized form only.
(c) Ensure that the Applications are submitted with the Designated Branch of the SCSBs, and details of the correct bank account
have been provided in the Application.
(d) Ensure that there are sufficient funds (equal to {number of Rights Equity Shares (including Additional Rights Equity Shares)
applied for} X {Application Money of Rights Equity Shares}) available in ASBA Account mentioned in the Application
Form before submitting the Application to the respective Designated Branch of the SCSB.
(e) Ensure that you have authorized the SCSB for blocking funds equivalent to the total amount payable on application
mentioned in the Application Form, in the ASBA Account, of which details are provided in the Application and have signed
the same.

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(f) Ensure that you have a bank account with an SCSB providing ASBA facility in your location and the Application is made
through that SCSB providing ASBA facility in such location.
(g) Ensure that you receive an acknowledgement from the Designated Branch of the SCSB for your submission of the
Application Form in physical form or plain paper Application.
(h) Ensure that the name(s) given in the Application Form is exactly the same as the name(s) in which the beneficiary account
is held with the Depository Participant. In case the Application Form is submitted in joint names, ensure that the beneficiary
account is also held in same joint names and such names are in the same sequence in which they appear in the Application
Form and the Rights Entitlement Letter.
(i) Ensure that your PAN is linked with Aadhaar, and you are in compliance with CBDT notification dated Feb 13, 2020, and
press release dated June 25, 2021.

Don’ts for Investors applying through ASBA:

a) Do not submit the Application Form after you have submitted a plain paper Application to a Designated Branch of the
SCSB or vice versa.
b) Do not send your physical Application to the Lead Manager, the Registrar, a branch of the SCSB which is not a Designated
Branch of the SCSB or our Company; instead submit the same to a Designated Branch of the SCSB only.
c) Do not apply if you are not eligible to participate in the Issue under the securities laws applicable to your jurisdiction.
d) Do not instruct the SCSBs to unblock the funds blocked under the ASBA process upon making the Application.
e) Do not submit Application Form using third party ASBA account.

Grounds for Technical Rejection

Applications made in this Issue are liable to be rejected on the following grounds:

a) DP ID and Client ID mentioned in Application does not match with the DP ID and Client ID records available with the
Registrar.
b) Details of PAN mentioned in the Application does not match with the PAN records available with the Registrar.
c) Sending an Application to our Company, the Lead Manager, the Registrar, to a branch of a SCSB which is not a
Designated Branch of the SCSB.
d) Insufficient funds are available in the ASBA Account with the SCSB for blocking the Application Money.
e) Funds in the ASBA Account whose details are mentioned in the Application Form having been frozen pursuant to
regulatory orders.
f) Account holder not signing the Application or declaration mentioned therein.
g) Submission of more than one Application Form for Rights Entitlements available in a particular demat account.
h) Multiple Application Forms, including cases where an Investor submits Application Forms along with a plain paper
Application.
i) Submitting the GIR number instead of the PAN (except for Applications on behalf of the Central or State Government,
the residents of Sikkim and the officials appointed by the courts).
j) Applications by persons not competent to contract under the Indian Contract Act, 1872, except Applications by minors
having valid demat accounts as per the Demographic Details provided by the Depositories.
k) Applications by SCSB on own account, other than through an ASBA Account in its own name with any other SCSB.
l) Application Forms which are not submitted by the Investors within the time periods prescribed in the Application Form
and the Letter of Offer.
m) Physical Application Forms not duly signed by the sole or joint Investors, as applicable.
n) Application Forms accompanied by stock invest, outstation cheques, post-dated cheques, money order, postal order or
outstation demand drafts.
o) If an Investor is (a) debarred by SEBI; or (b) if SEBI has revoked the order or has provided any interim relief then failure to
attach a copy of such SEBI order allowing the Investor to subscribe to their Rights Entitlements.
p) Applications which: (i) appears to the Registrar, the Lead Manager, our Company or its agents to have been executed in,
electronically transmitted from or dispatched from the United States (other than from persons in the United States who are
U.S. QIBs and QPs) or other jurisdictions where the offer and sale of the Equity Shares is not permitted under laws of such
jurisdictions; (ii) does not include the relevant certifications set out in the Application Form, including to the effect that the
person submitting and/or renouncing the Application Form is (a) both a U.S. QIB and a QP, if in the United States or a U.S.
Person or (b) outside the United States and is a non-U.S. Person, and in each case such person is eligible to subscribe for
the Equity Shares under applicable securities laws and is complying with laws of jurisdictions applicable to such person in
connection with this Issue; and our Company shall not be bound to issue or allot any Equity Shares in respect of any such
Application Form.
q) Applications which have evidence of being executed or made in contravention of applicable securities laws.
r) Application from Investors that are residing in U.S. address as per the depository records (other than persons in the United

265
 States who are U.S. QIBs and QPs).
s) We, the Registrar, the Lead Manager or any other person acting on behalf of us, reserve the right to treat invalid any
Application Form which: (i) does not include the certification set out in the Application Form to the effect that the subscriber
does not have a registered address (and is not otherwise located) in the United States and is authorized to acquire the Rights
Entitlements and the Rights Equity Shares in compliance with all applicable laws and regulations; (ii) appears to us or its
agents to have been executed in, electronically transmitted from or dispatched from the United States (other than in reliance
with Reg S); (iii) where a registered Indian address is not provided; or (iv) where we believe that Application Form is
incomplete or acceptance of such Application Form may infringe applicable legal or regulatory requirements; and we shall
not be bound to allot or issue any Rights Equity Shares in respect of any such Application Form.
t) Applications which have evidence of being executed or made in contravention of applicable securities laws.
u) Applicants holding physical shares not submitting the documents.
v) Application from investors who do not hold Rights Entitlement (REs) as on issue closing date in the demat account from
which application is submitted.
w) Application from Resident of countries which shares the border of India which is not having documentary evidence of
approval from Ministry of Home Affairs.
x) Applications supported by amounts blocked from a third-party bank account.
y) Details of PAN mentioned in the Application does not match with the PAN records available with the
Registrar/Depositories.

IT IS MANDATORY FOR ALL THE INVESTORS APPLYING UNDER THIS ISSUE TO APPLY THROUGH THE
ASBA PROCESS, TO RECEIVE THEIR RIGHTS EQUITY SHARES IN DEMATERIALIZED FORM AND TO THE
SAME DEPOSITORY ACCOUNT/ CORRESPONDING PAN IN WHICH THE EQUITY SHARES ARE HELD BY
THE INVESTOR AS ON THE RECORD DATE. ALL INVESTORS APPLYING UNDER THIS ISSUE SHOULD
MENTION THEIR DEPOSITORY PARTICIPANT’S NAME, DP ID AND BENEFICIARY ACCOUNT NUMBER/
FOLIO NUMBER IN THE APPLICATION FORM. INVESTORS MUST ENSURE THAT THE NAME GIVEN IN
THE APPLICATION FORM IS EXACTLY THE SAME AS THE NAME IN WHICH THE DEPOSITORY ACCOUNT
IS HELD. IN CASE THE APPLICATION FORM IS SUBMITTED IN JOINT NAMES, IT SHOULD BE ENSURED
THAT THE DEPOSITORY ACCOUNT IS ALSO HELD IN THE SAME JOINT NAMES AND ARE IN THE SAME
SEQUENCE IN WHICH THEY APPEAR IN THE APPLICATION FORM OR PLAIN PAPER APPLICATIONS, AS
THE CASE MAY BE.

Investors applying under this Issue should note that on the basis of name of the Investors, Depository Participant’s name and
identification number and beneficiary account number provided by them in the Application Form or the plain paper Applications,
as the case may be, the Registrar will obtain Demographic Details from the Depository.

Hence, Investors applying under this Issue should carefully fill in their Depository Account details in the Application.
These Demographic Details would be used for all correspondence with such Investors including mailing of the letters intimating
unblocking of bank account of the respective Investor and/or refund. The Demographic Details given by the Investors in the
Application Form would not be used for any other purposes by the Registrar. Hence, Investors are advised to update their
Demographic Details as provided to their Depository Participants. By signing the Application Forms, the Investors would be
deemed to have authorized the Depositories to provide, upon request, to the Registrar, the required Demographic Details as
available on its records.

The Allotment Advice and the email intimating unblocking of ASBA Account or refund (if any) would be emailed to the address of
the Investor as per the email address provided to our Company or the Registrar or Demographic Details received from the
Depositories. The Registrar will give instructions to the SCSBs for unblocking funds in the ASBA Account to the extent Rights
Equity Shares are not Allotted to such Investor. Please note that any such delay shall be at the sole risk of the Investors and none
of our Company, the SCSBs or the Registrar or the Lead Manager shall be liable to compensate the Investor for any losses caused
due to any such delay or be liable to pay any interest for such delay.

In case no corresponding record is available with the Depositories that match three parameters, (a) names of the Investors
(including the order of names of joint holders), (b) the DP ID, and (c) the beneficiary account number, then such Application
Forms s are liable to be rejected.

Multiple Applications

In case where multiple Applications are made using same demat account, such Applications shall be liable to be rejected. A
separate Application can be made in respect of Rights Entitlements in each demat account of the Investors, and such Applications
shall not be treated as multiple applications. Similarly, a separate Application can be made against Equity Shares held in
dematerialized form and Equity Shares held in physical form, and such Applications shall not be treated as multiple applications.

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Further supplementary Applications in relation to further Rights Equity Shares with/without using Additional Rights Entitlement
will not be treated as multiple application. A separate Application can be made in respect of each scheme of a Mutual Fund
registered with the SEBI and such Applications shall not be treated as multiple applications. For details, please refer to
"Investment by Mutual Funds" beginning on page 247 of this Draft Letter of Offer.

In cases where multiple Applications are submitted, including cases where an Investor submits Application Forms along with a
plain paper Application or multiple plain paper Applications, such Applications shall be treated as multiple applications and are
liable to be rejected.

Underwriting

The Issue is not underwritten.

Withdrawal of Application

An Investor who has applied in this Issue may withdraw their Application at any time during Issue Period by approaching the
SCSB where application is submitted. However, no Investor, may withdraw their Application post the Issue Closing Date.

Issue schedule

Last Date for Credit of Rights Entitlements [●]

Issue Opening Date [●]
Last Date for On Market Renunciation of the Rights Entitlements* [●]
Issue Closing Date [●]
Finalisation of Basis of Allotment (on or about) [●]
Date of Allotment (on or about) [●]
Date of credit (on or about) [●]
Date of listing (on or about) [●]

Note: Our Board may, however, decide to extend the Issue Period as it may determine from time to time but not exceeding 30 days from the
Issue Opening Date (inclusive of the Issue Opening Date) or such other time as may be permitted as per applicable law.
*Eligible Equity Shareholders are requested to ensure that renunciation through off-market transfer is completed in such a manner that the
Rights Entitlements are credited to the demat account of the Renouncees on or prior to the Issue Closing Date.

The above schedule is indicative and does not constitute any obligation on our Company or the Lead Manager. Please note that
if Eligible Equity Shareholders holding Equity Shares in physical form as on Record Date, have not provided the details of their
demat accounts to our Company or to the Registrar, they are required to provide their demat account details to our Company or
the Registrar not later than 2 (Two) Working Days prior to the Issue Closing Date, i.e., [●] to enable the credit of the Rights
Entitlements by way of transfer from the demat suspense escrow account to their respective demat accounts, at least 1 (One) day
before the Issue Closing Date, i.e., [●]. If demat account details are not provided by the Eligible Equity Shareholders holding
Equity Shares in physical form to the Registrar or our Company by the date mentioned above, such shareholders will not be allotted
any Rights Equity Shares, nor such Rights Equity Shares be kept in suspense account on behalf of such shareholder in this regard.
Such Eligible Equity Shareholders are also requested to ensure that their demat account, details of which have been provided to
our Company or the Registrar, is active to facilitate the aforementioned transfer. Eligible Equity Shareholders holding Equity
Shares in physical form can update the details of their demat accounts on the website of the Registrar (i.e., www.linkintime.co.in).
Such Eligible Equity Shareholders can make an Application only after the Rights Entitlements is credited to their respective
demat accounts. Eligible Equity Shareholders can obtain the details of their Rights Entitlements from the website of the Registrar
(i.e., www.linkintime.co.in) by entering their DP ID and Client ID or Folio Number (in case of Eligible Equity Shareholders
holding Equity Shares in physical form) and PAN. The link for the same shall also be available on the website of our Company
(i.e., www.mitconindia.com).

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Basis of Allotment

Subject to the provisions contained in the Letter of Offer, the Abridged Letter of Offer, the Application Form, the Rights
Entitlement Letter, the Articles of Association of our Company and the approval of the Designated Stock Exchange, our Board
or duly authorized committee will proceed to allot the Rights Equity Shares in the following order of priority:

a) Full Allotment to those Eligible Equity Shareholders who have applied for their Rights Entitlement either in full or in part
and also to the Renouncee(s) who has/have applied for Rights Equity Shares renounced in its/their favor, in full or in part,
as adjusted for fractional entitlement.

b) Eligible Equity Shareholders whose fractional entitlements are being ignored and Eligible Equity Shareholders with zero
entitlement, would be given preference in allotment of one Additional Rights Equity Share each if they apply for Additional
Rights Equity Shares. Allotment under this head shall be considered if there are any unsubscribed Rights Equity Shares
after allotment under (a) above. If number of Rights Equity Shares required for Allotment under this head are more than
the number of Rights Equity Shares available after Allotment under (a) above, the Allotment would be made on a fair and
equitable basis in consultation with the Designated Stock Exchange and will not be a preferential allotment.

c) Allotment to the Eligible Equity Shareholders who have applied for the full extent of their Rights Entitlements and have
also applied for Additional Rights Equity Shares shall be made as far as possible on an equitable basis having due regard
to the number of Equity Shares held by them on the Record Date, i.e., [●] provided there are unsubscribed Rights Equity
Shares after making full Allotment under (a) and (b) above. The Allotment of such Equity Shares will be at the sole
discretion of our Board in consultation with the Designated Stock Exchange, as a part of the Issue and will not be a
preferential allotment.

d) Allotment to Renouncees who having applied for all the Rights Equity Shares renounced in their favour and also have applied
for Additional Rights Equity Shares provided there is surplus available after making full Allotment under (a), (b) and (c)
above. The Allotment of such Rights Equity Shares shall be made on a proportionate basis in consultation with the
Designated Stock Exchange, as a part of the Issue and will not be a preferential allotment.

e) Allotment to any other person that our Board or a duly authorized committee may deem fit, provided there is surplus
available after making Allotment under (a), (b), (c) and (d) above, and the decision of our Board or duly authorized
committee in this regard shall be final and binding.
f) After taking into account Allotment to be made under (a) I(e) above, if there is any unsubscribed portion, the same shall
be deemed to be ‘unsubscribed’.

Upon approval of the Basis of Allotment by the Designated Stock Exchange, the Registrar shall send to the Designated Branches,
a list of the ASBA Investors who have been Allotted Rights Equity Shares in the Issue, along with:

a) The amount to be transferred from the ASBA Account to the separate bank account opened by our Company for the Issue,
for each successful ASBA Application;

b) The date by which the funds referred to above, shall be transferred to the aforesaid bank account; and

c) The details of rejected ASBA Applications, if any, to enable the SCSBs to unblock the respective ASBA Accounts.

In the event of over subscription, Allotment shall be made within the overall size of the Issue.

Allotment Advice or Refund / Unblocking of ASBA Accounts

Our Company will send / dispatch Allotment advice, refund intimations (or demat credit of securities and/or letters of regret, only
to the Eligible Equity Shareholders who have provided Indian address. In case such Eligible Equity Shareholders have provided
their valid e-mail address, Allotment advice, refund intimations or demat credit of securities and/or letters of regret will be sent
only to their valid e-mail address and in case such Eligible Equity Shareholders have not provided their e-mail address, then the
Allotment advice, refund intimations or demat credit of securities and/or letters of regret will be dispatched, on a reasonable effort
basis, to the Indian addresses provided by them; along with crediting the Allotted Equity Shares to the respective beneficiary
accounts (only in dematerialised mode) or in a demat suspense account (in respect of Eligible Equity Shareholders holding Equity
Shares in physical form on the Allotment Date) or issue instructions for unblocking the funds in the respective ASBA Accounts,
if any, within a period of on or before T+1 day (T: Basis of allotment day). In case of failure to do so, our Company shall pay
interest at such rate and within such time as specified under applicable law.

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The Rights Entitlements will be credited in the dematerialized form using electronic credit under the depository system and the
Allotment advice shall be sent, through an e-mail, to the e-mail address provided to our Company or at the address recorded with
the Depository.

In the case of non-resident Investors who remit their Application Money from funds held in the NRE or the FCNR Accounts,
unblocking and/or payment of interest or dividend and other disbursements, if any, shall be credited to such accounts.

Where an Applicant has applied for Additional Rights Equity Shares in the Issue and is allotted a lesser number of Rights Equity
Shares than applied for, the excess Application Money paid/blocked shall be refunded/unblocked. The unblocking of ASBA funds
/ refund of monies shall be completed be within such period as prescribed under the SEBI ICDR Regulations. In the event that
there is a delay in making refunds/unblocking of funds beyond such period as prescribed under applicable law, our Company shall
pay the requisite interest at such rate as prescribed under applicable law.

In case of those investors who have opted to receive their Rights Entitlement in dematerialized form using electronic credit under
the depository system, and the Allotment Advice regarding their credit of the Rights Equity Shares shall be sent at the address
recorded with the Depository.

Payment of Refund

Mode of making refunds

The payment of refund, if any, including in the event of oversubscription or failure to list or otherwise would be done through
unblocking amounts blocked using ASBA facility.

Refund payment to non-residents

The Application Money will be unblocked in the FCNR/NRE Account of the non-resident Applicants, details of which were
provided in the Application Form.

Allotment Advice or Demat Credit of Securities

The demat credit of securities to the respective beneficiary accounts or the demat suspense account (in case of credit of the Rights
Equity Shares returned/ reversed/ failed) will be credited within 15 days from the Issue Closing Date or such other timeline in
accordance with applicable laws.

Option to receive Right Equity Shares in Dematerialized Form

PLEASE NOTE THAT THE RIGHTS EQUITY SHARES APPLIED FOR UNDER THIS ISSUE CAN BE ALLOTTED
ONLY IN DEMATERIALIZED FORM AND TO (A) THE SAME DEPOSITORY ACCOUNT/ CORRESPONDING
PAN IN WHICH THE EQUITY SHARES ARE HELD BY SUCH INVESTOR ON THE RECORD DATE, OR (B) THE
DEPOSITORY ACCOUNT, DETAILS OF WHICH HAVE BEEN PROVIDED TO OUR COMPANY OR THE
REGISTRAR AT LEAST TWO WORKING DAYS PRIOR TO THE ISSUE CLOSING DATE BY THE ELIGIBLE
EQUITY SHAREHOLDER HOLDING EQUITY SHARES IN PHYSICAL FORM AS ON THE RECORD DATE, OR
(C) DEMAT SUSPENSE ACCOUNT PENIDNG RECEIPT OF DEMAT ACCOUNT DETAILS FOR RESIDENT
ELIGIBLE EQUITY SHAREHOLDERS WHERE THE CREDIT OF THE RIGHTS ENTITLEMENTS
RETURNED/REVERSED/FAILED.

Investors shall be Allotted the Rights Equity Shares in dematerialized (electronic) form. Our Company has signed two agreements
with the respective Depositories and the Registrar to the Issue, which enables the Investors to hold and trade in the securities
issued by our Company in a dematerialized form, instead of holding the Equity Shares in the form of physical certificates:

a) Tripartite agreement dated May 02, 2013 amongst our Company, NSDL and the Registrar to the Issue; and
b) Tripartite agreement dated April 18, 2013 amongst our Company, CDSL and the Registrar to the Issue

INVESTORS MAY PLEASE NOTE THAT THE EQUITY SHARES OF OUR COMPANY CAN BE TRADED ON THE
STOCK EXCHANGE ONLY IN DEMATERIALIZED FORM.

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The procedure for availing the facility for Allotment of Rights Equity Shares in the Issue in the electronic form is as under:

• Open a beneficiary account with any Depository Participant (care should be taken that the beneficiary account should carry
the name of the holder in the same manner as is registered in the records of our Company. In the case of joint holding, the
beneficiary account should be opened carrying the names of the holders in the same order as registered in the records of
our Company). In case of Investors having various folios in our Company with different joint holders, the Investors will have
to open separate accounts for each such holding. Those Investors who have already opened such beneficiary account(s) need
not adhere to this step;
• It should be ensured that the depository account is in the name(s) of the Investors and the names are in the same order as in
the records of our Company or the Depositories;
• The responsibility for correctness of information filled in the Application Form vis-a-vis such information with the
Investor’s depository participant, would rest with the Investor. Investors should ensure that the names of the Investors and
the order in which they appear in Application Form should be the same as registered with the Investor’s depository
participant;
• If incomplete or incorrect beneficiary account details are given in the Application Form, the Investor will not get any Rights
Equity Shares and the Application Form will be rejected;
• The Rights Equity Shares will be allotted to Applicants only in dematerialized form and would be directly credited to the
beneficiary account as given in the Application Form after verification or demat suspense account (pending receipt of demat
account details for resident Eligible Equity Shareholders whose Equity Shares are with IEPF authority/ in suspense/ in
physical mode, etc.). Allotment Advice, refund order/unblocking (if any) would be sent directly to the Applicant by email
and, if the printing is feasible, through physical dispatch, by the Registrar but the Applicant’s depository participant will
provide to him the confirmation of the credit of such Rights Equity Shares to the Applicant’s depository account;
• Non-transferable Allotment Advice/ refund orders will be sent directly to the Investors by the Registrar to the Issue by
email and, if printing is feasible, through physical dispatch; Dividend or other benefits with respect to the Equity Shares
held in dematerialized form would be paid to those Equity Shareholders whose names appear in the list of beneficial owners
given by the Depository Participant to our Company as on the date of the book closure.
• Renouncees will also have to provide the necessary details about their beneficiary account for Allotment of Rights Equity
Shares in this Issue. In case these details are incomplete or incorrect, the Application is liable to be rejected.

Resident Eligible Equity Shareholders, who hold Equity Shares in physical form and who have not furnished the details
of their demat account to the Registrar or our Company at least two Working Days prior to the Issue Closing Date, shall
not be able to apply in this Issue for further details, please refer to “Procedure for Application by Eligible Equity
Shareholders holding Equity Shares in physical form” beginning on page 247 of this Draft Letter of Offer.

Investment by FPIs

In terms of the applicable FEMA Rules and the SEBI FPI Regulations, the issue of Equity Shares to a single FPI or an investor
group (which means the multiple entities having common ownership, directly or indirectly, of more than 50% or common control)
must be below 10% of our post- Issue Equity Share capital. Further, in terms of FEMA Rules, the total holding by each FPI shall
be below 10% of the total paid-up equity share capital of a company on a fully diluted basis and the total holdings of all FPIs put
together shall not exceed 24% of the paid- up equity share capital of a company on a fully diluted basis.

Further, pursuant to the FEMA Rules the investments made by a SEBI registered FPI in a listed Indian company will be
reclassified as FDI if the total shareholding of such FPI increases to more than 10% of the total paid-up equity share capital on a
fully diluted basis or 10% or more of the paid-up value of each series of debentures or preference shares or warrants.

FPIs are permitted to participate in the Issue subject to compliance with conditions and restrictions which may be specified by the
Government from time to time. The FPIs who wish to participate in the Issue are advised to use the ASBA Form for non-
residents. Subject to compliance with all applicable Indian laws, rules, regulations, guidelines and approvals in terms of
Regulation 21 of the SEBI FPI Regulations, only Category I FPIs, may issue, subscribe to or otherwise deal in offshore derivative
instruments (as defined under the SEBI FPI Regulations as any instrument, by whatever name called, which is issued overseas
by an FPI against securities held by it that are listed or proposed to be listed on any recognized stock exchange in India, as its
underlying) directly or indirectly, only in the event (i) such offshore derivative instruments are issued only to persons registered
as Category I FPI under the SEBI FPI Regulations; (ii) such offshore derivative instruments are issued only to persons who are
eligible for registration as Category I FPIs (where an entity has an investment manager who is from the Financial Action Task
Force member country, the investment manager shall not be required to be registered as a Category I FPI); (iii) such offshore
derivative instruments are issued after compliance with ‘know your client’ norms; and
(iv) compliance with other conditions as may be prescribed by SEBI.

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An FPI issuing offshore derivative instruments is required to ensure that any transfer of derivative instruments issued by or on
its behalf, is carried out subject to inter alia the following conditions:
a) such offshore derivative instruments are transferred only to persons in accordance with the SEBI FPI Regulations;
and
b) prior consent of the FPI is obtained for such transfer, except when the persons to whom the offshore derivative
instruments are to be transferred to are pre – approved by the FPI.

No investment under the FDI route will be allowed in the Issue unless such application is accompanied with necessary
approval or covered under a pre-existing approval.

All non-resident investors should note that refunds, dividends and other distributions, if any, will be payable in Indian Rupees
only and net of bank charges and commission.

Investment by AIFs, FVCIs, VCFs and FDI route

The SEBI (Venture Capital Funds) Regulations, 1996, as amended ("SEBI VCF Regulations") and the SEBI (Foreign Venture
Capital Investor) Regulations, 2000, as amended ("SEBI FVCI Regulations") prescribe, among other things, the investment
restrictions on VCFs and FVCIs registered with SEBI. Further, the SEBI (Alternative Investments Funds) Regulations, 2012
("SEBI AIF Regulations") prescribe, among other things, the investment restrictions on AIFs.

As per the SEBI VCF Regulations and SEBI FVCI Regulations, VCFs and FVCIs are not permitted to invest in listed
companies pursuant to rights issues. Accordingly, applications by VCFs or FVCIs will not be accepted in this Issue.

Venture capital funds registered as Category I AIFs, as defined in the SEBI AIF Regulations, are not permitted to invest in listed
companies pursuant to rights issues. Accordingly, applications by venture capital funds registered as category I AIFs, as defined
in the SEBI AIF Regulations, will not be accepted in this Issue. Other categories of AIFs are permitted to apply in this Issue
subject to compliance with the SEBI AIF Regulations.

Such AIFs having bank accounts with SCSBs that are providing ASBA in cities / centres where such AIFs are located are
mandatorily required to make use of the ASBA facility. Otherwise, applications of such AIFs are liable for rejection.

Investment by NRIs

Investments by NRIs are governed by Rule 12 of FEMA Rules. Applications will not be accepted from NRIs that are ineligible
to participate in this Issue under applicable securities laws.

NRIs may please note that only such Applications as are accompanied by payment in free foreign exchange shall be considered
for Allotment under the reserved category. The NRIs who intend to make payment through NRO counts shall use the Application
form meant for resident Indians and shall not use the Application forms meant for reserved category.

As per Rule 12 of the FEMA Rules read with Schedule III of the FEMA Rules, an NRI or OCI may purchase or sell capital
instruments of a listed Indian company on repatriation basis, on a recognized stock exchange in India, subject to the conditions,
inter alia, that the total holding by any individual NRI or OCI will not exceed 5% of the total paid-up equity capital on a fully
diluted basis or should not exceed 5% of the paid-up value of each series of debentures or preference shares or share warrants
issued by an Indian company and the total holdings of all NRIs and OCIs put together will not exceed 10% of the total paid-up
equity capital on a fully diluted basis or shall not exceed 10% of the paid-up value of each series of debentures or preference shares
or share warrants. The aggregate ceiling of 10% may be raised to 24%, if a special resolution to that effect is passed by the general
body of the Indian company.

Further, in accordance with press note 3 of 2020, the FDI Policy has been recently amended to state that all investments by
entities incorporated in a country which shares land border with India or where the beneficial owner of an investment into India
is situated in or is a citizen of any such country ("Restricted Investors"), will require prior approval of the Government of India.
It is not clear from the press note whether or not an issuance of the Right Shares to Restricted Investors will also require a prior
approval of the Government of India and each Investor should seek independent legal advice about its ability to participate in the
Issue. In the event such prior approval of the Government of India is required, and such approval has been obtained, the Investor
shall intimate our Company and the Registrar about such approval within the Issue Period.

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Investment by Mutual Funds

Applications made by asset management companies or custodians of Mutual Funds should clearly and specifically state names of
the concerned schemes for which such Applications are made.

In case of a Mutual Fund, a separate Application can be made in respect of each scheme of the Mutual Fund registered with
SEBI and such Applications in respect of more than one scheme of the Mutual Fund will not be treated as multiple Applications
provided that the Applications clearly indicate the scheme concerned for which the Application has been made.

Procedure for applications by Systemically Important Non-Banking Financial Companies (“NBFC–SI”)

In case of application made by NBFC–SI registered with the RBI, (i) the certificate of registration issued by the RBI under
Section 45IA of the RBI Act, 1934 and (ii) net worth certificate from its statutory auditors or any independent chartered
accountant based on the last audited financial statements is required to be attached to the application.

Payment by stock invest

In terms of RBI Circular DBOD No. FSC BC 42/24.47.00/2003- 04 dated November 5, 2003, the stock invest Scheme has been
withdrawn. Hence, payment through stock invest would not be accepted in this Issue.

Impersonation

As a matter of abundant caution, attention of the Investors is specifically drawn to the provisions of Section 38 of the
Companies Act, 2013 which is reproduced below:

"Any person who:

i. makes or abets making of an application in a fictitious name to a company for acquiring, or subscribing for, its
securities; or
ii. makes or abets making of multiple applications to a company in different names or in different combinations of his name
or surname for acquiring or subscribing for its securities; or
iii. otherwise induces directly or indirectly a company to allot, or register any transfer of, securities to him, or to any other
person in a fictitious name, shall be liable for action under Section 447. "

The liability prescribed under Section 447 of the Companies Act, 2013 for fraud involving an amount of at least ₹ 10 lakhs or 1%
of the turnover of the Company, whichever is lower, includes imprisonment for a term which shall not be less than six months
extending up to ten years (provided that where the fraud involves public interest, such term shall not be less than three years) and fine
of an amount not less than the amount involved in the fraud, extending up to three times of such amount. Where such fraud (i) involves
an amount which is less than ₹ 10 lakhs or 1% of the turnover of the Company, whichever is lower, and (ii) does not involve public
interest, then such fraud is punishable with imprisonment for a term extending up to five years or fine of an amount extending up to
₹ 50 lakhs or with both.

Disposal of Applications and Application Money

No acknowledgment will be issued for the Application Money received by our Company. However, the Designated Branch of
the SCSBs receiving the Application Form will acknowledge its receipt by stamping and returning the acknowledgment slip at
the bottom of each Application Form. Our Board or our duly authorized committee reserves its full, unqualified and absolute
right to accept or reject any Application, in whole or in part, and in either case without assigning any reason thereto.

In case an Application is rejected in full, the whole of the Application Money will be unblocked in the respective ASBA Accounts,
in case of Applications through ASBA. Wherever an Application is rejected in part, the balance of Application Money, if any,
after adjusting any money due on Rights Equity Shares Allotted, will be refunded / unblocked in the respective ASBA Accounts
of the Investor within a period of 4 days from the Issue Closing Date and refunded in the respective bank accounts from which
Application Money was received on or before T+1 day (T being the date of finalization of Basis of Allotment)In case of failure
to do so, our Company shall pay interest at such rate and within such time as specified under applicable law.

For further instructions, please read the Application Form carefully.

Utilization of Issue Proceeds

Our Board of Directors declares that:

272
a) All monies received out of the Issue shall be transferred to a separate bank account;
b) Details of all monies utilized out of the Issue shall be disclosed, and shall continue to be disclosed until the time any part
of the Issue Proceeds remains unutilized, under an appropriate separate head in the balance sheet of our Company indicating
the purpose for which such monies have been utilized;
c) Details of all unutilized monies out of the Issue, if any, shall be disclosed under an appropriate separate head in the balance
sheet of our Company indicating the form in which such unutilized monies have been invested; and

Undertakings by our Company

Our Company undertakes the following:

a) The complaints received in respect of the Issue shall be attended to by our Company expeditiously and satisfactorily.
b) All steps for completion of the necessary formalities for listing and commencement of trading at all Stock Exchange where
the Rights Equity Shares are to be listed will be taken within the time prescribed by the SEBI.
c) The funds required for making refunds / unblocking to unsuccessful Applicants as per the mode(s) disclosed shall be made
available to the Registrar by our Company.
d) Where refunds are made through electronic transfer of funds, a suitable communication shall be sent to the Investor within
timeline prescribed by the SEBI ICDR Regulations, giving details of the banks where refunds shall be credited along with
amount and expected date of electronic credit of refund.
e) No further issue of securities affecting our Company’s Equity Share capital shall be made until the Rights Equity Shares
are listed or until the Application Money is refunded on account of non-listing, under subscription etc.
f) In case of refund / unblocking of the application amount for unsuccessful Applicants or part of the application amount in
case of proportionate Allotment, a suitable communication shall be sent to the Applicants.
g) Adequate arrangements shall be made to collect all ASBA Applications and to consider them similar to non- ASBA
Applications while finalizing the Basis of Allotment.
h) At any given time, there shall be only one denomination for the Rights Equity Shares of our Company.
i) Our Company shall comply with all disclosure and accounting norms specified by the SEBI from time to time.
j) Our Company accepts full responsibility for the accuracy of information given in this Draft Letter of Offer and confirms
that to the best of its knowledge and belief, there are no other facts the omission of which makes any statement made in this
Draft Letter of Offer misleading and further confirms that it has made all reasonable enquiries to ascertain such facts.

Filing

This Draft Letter of Offer has been filed with NSE for seeking its in-principle approval for the proposed Issue in terms of SEBI
ICDR Regulations. In accordance with the SEBI ICDR Regulations, our Company shall file a copy of the Letter of Offer with the
SEBI at its office located at SEBI Bhavan, Plot No. C4-A, G Block, Bandra Kurla Complex, Bandra (East), Mumbai - 400 051,
Maharashtra, India and through the SEBI intermediary portal at https://siportal.sebi.gov.in in terms of the SEBI circular bearing
reference number SEBI/HO/CFD/DIL1/CIR/P/2018/011 dated January 19, 2018, for the purpose of their information and
dissemination on its website.

Important

Please read the Draft Letter of Offer carefully before taking any action. The instructions contained in the Application Form,
Abridged Letter of Offer and the Rights Entitlement Letter are an integral part of the conditions of the Letter of Offer and must be
carefully followed; otherwise, the Application is liable to be rejected. It is to be specifically noted that this Issue of Rights Equity
Shares is subject to the risk factors mentioned in "Risk Factors" beginning on page 19 of this Draft Letter of Offer.

All enquiries in connection with the Letter of Offer, Abridged Letter of Offer or Application Form and the Rights Entitlement
Letter must be addressed (quoting the Registered Folio Number or the DP and Client ID number, the Application Form number
and the name of the first Eligible Equity Shareholder as mentioned on the Application Form and super scribed “[●]” on the
envelope and postmarked in India or in this email to the Registrar at the following address:

Link Intime India Private Limited

C-101, 1st Floor, 247 Park, LBS Marg, Surya Nagar,
Gandhi Nagar Vikhroli (West), Mumbai –400 083,
Maharashtra, India
Tel: +91 810 811 4949
Contact Person: Ms. Shanti Gopalakrishnan
Email: mitcon.rights2024@linkintime.co.in

273
Investor grievance email: mitcon.rights2024@linkintime.co.in
Website: www.linkintime.co.in
SEBI Registration Number: INR000004058

In accordance with SEBI Rights Issue Circulars, frequently asked questions and online/ electronic dedicated investor helpdesk for
guidance on the Application process and resolution of difficulties faced by the Investors will be available on the website of the
Registrar www.linkintime.co.in. Further, helpline number provided by the Registrar for guidance on the Application process and
resolution of difficulties is +91 810 811 4949.

The Issue will remain open for minimum period of 7 days. However, our Board will have the right to extend the Issue Period as it
may determine from time to time but not exceeding 30 days from the Issue Opening Date (inclusive of the Issue Closing Date).

274
 RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES
Foreign investment in Indian securities is regulated through the Consolidated FDI Policy and FEMA. The FDI Policy prescribes
the limits and conditions subject to which foreign investment can be made in different sectors of the Indian economy and FEMA
regulates the precise manner in which such investment may be made.

The government bodies responsible for granting foreign investment approvals are the concerned ministries/departments of the
Government of India and the RBI. Pursuant to the press release dated May 24, 2017, the Union Cabinet phased out the FIPB and it
was replaced by the Foreign Investment Facilitation Portal (FIFP) to speed up the FDI inflow and to increase the transparency in
the FDI approvals in the country. The DIPP issued the Standard Operating Procedure (SOP) for Processing FDI Proposals on June
29, 2017 (the "SOP"). The SOP provides a list of the competent authorities to grant approvals for foreign investment for
sectors/activities requiring Government approval. For sectors or activities that are currently under the automatic route but which
required Government approval earlier as per the extant policy during the relevant period, the concerned Administrative
Ministry/Department shall act as the competent authority (the "Competent Authority") for the grant of post facto approval for
foreign investment. In circumstances where there is a doubt as to which department shall act as the Competent Authority, the DIPP
will identify the Competent Authority.

The Government of India, from time to time, has made policy pronouncements on Foreign Direct Investment ("FDI") through press
notes and press releases. The DIPP, has issued a consolidated FDI Policy DPIIT File Number 5(2)/2020-FDI Policy Dated the
October 15, 2020 ("FDI Policy 2020"), which consolidates and supersedes all previous press notes, press releases and clarifications
on FDI policy issued by the DIPP that were in force till that date. The Government of India proposes to update the consolidated
circular on FDI policy once every year and therefore, the FDI Policy 2020 will be valid until the DIPP issues an updated circular.

Under the FDI Policy, unless specifically restricted, foreign investment is freely permitted in all sectors of the Indian economy up
to 100% without any prior approvals, however the foreign investor must follow certain prescribed procedures for making such
investment. Accordingly, the process for foreign direct investment ("FDI") and approval from the Government of India will now
be handled by the FIFP.

The transfer of shares between an Indian resident and a non-resident does not need prior approval of the RBI, provided that (i) the
activities of the investee company falls under the automatic route as provided in the FDI Policy and FEMA, and the transfer does
not attract the provisions of the SEBI Takeover Regulations; (ii) the non- resident shareholding is within the sectoral limits under
the FDI Policy; and (iii) the pricing is in accordance with the guidelines prescribed by SEBI and RBI.

As per the extant policy of the Government of India, erstwhile OCBs cannot participate in this Issue. OCBs or Overseas Corporate
Bodies have been de-recognised as a class of investor entity in India with effect from September 16, 2003.

Overseas Corporate Body means a company, partnership firm, society and other corporate body owned directly or indirectly to the
extent of at least sixty per cent by Non- Resident Indians and includes overseas trust in which not less than sixty percent beneficial
interest is held by Non-resident Indians directly or indirectly but irrevocably, which was in existence as on September 16, 2003 and
was eligible to undertake transactions pursuant to the general permission granted under FEMA. Any investment made in India by
such entities will be treated as investments by incorporated non-resident entities, i.e. a foreign company.

The Issue, if renounced by our shareholders, may include offers within India, to Indian institutional, non- institutional and retail
investors in offshore transactions as defined in, and made in reliance upon exemptions from the registration requirements under the
United States Securities Act of 1933, as amended (the "U.S. Securities Act"), including the exemption under Regulation S
("Regulation S") of the U.S. Securities Act.

The above information is given for the benefit of the Applicants / Investors. Our Company is not liable for any amendments or
modification or changes in applicable laws or regulations, which may occur after the date of this Draft Letter of Offer. Investors
are advised to make their independent investigations and ensure that the number of Equity Shares applied for do not exceed the
applicable limits under laws or regulations.

275
 SECTION VIII- STATUTORY AND OTHER INFORMATION
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION

The copies of the following contracts which have been entered or are to be entered into by our Company (not being contracts entered
into in the ordinary course of business carried on by our Company or contracts entered into more than two years before the date of
this Draft Letter of Offer) which are or may be deemed material have been entered or are to be entered into by our Company. Copies
of the documents for inspection referred to hereunder, may be inspected at the Registered Office between 10 a.m. and 5 p.m. on all
working days from the date of this Draft Letter of Offer until the Issue Closing Date or the material contracts shall be made available
for inspection through online means. Additionally, any person intending to inspect the abovementioned contracts and documents
electronically, may do so, by writing an email to cs@mitconindia.com

I. Material Contracts for the Issue

i. Issue Agreement dated April 10, 2024 between our Company and the Lead Manager, pursuant to which certain arrangements
are agreed in relation to the Issue.
ii. Registrar Agreement dated April 10, 2024 entered into amongst our Company and the Registrar to the Issue.
iii. Escrow Agreement dated [●] between our Company, the Registrar to the Issue, Lead Manager and Banker(s) to the Issue.

II. Material Documents

i. Certificate of incorporation dated April 16, 1982 Registrar of Companies- Bombay, Maharashtra
ii. Certificate of Commencement of Business December 04, 1982
iii. Fresh certificate of incorporation consequent change in its name from ‘Maharashtra Industrial and Technical Consultancy
Organisation Limited’ to ‘MITCON Consultancy Services Limited’ dated September 07, 2000
iv. Fresh certificate of incorporation consequent change in its name from ‘MITCON Consultancy Services Limited’ to
‘MITCON Consultancy & Engineering Services Limited’ dated October 15, 2010
v. Certified copies of the updated Memorandum of Association and Articles of Association of our Company as amended from
time to time.
vi. Annual Reports of the Company for the financial years ended March 31, 2021, March 31, 2022, and March 31, 2023.
vii. Resolution of the Board of Directors dated March 07, 2024 in relation to the Issue.
viii. Resolution of the Board of Directors dated April 18, 2024 approving and adopting this Draft Letter of Offer.
ix. Resolution of the Board of Directors dated [●] in relation to the terms of the Issue including the Record Date, Issue Price and
Rights Entitlement Ratio.
x. The Audited Consolidated Financial Statements and the audit reports issued by the Statutory Auditors thereon, dated May
17, 2023.
xi. The Limited Review Consolidated Financial Results dated February 09, 2024 for the nine-month period ended December
2023, included in this Draft Letter of Offer.
xii. Statement of Special Tax Benefits dated April 18, 2024 from the Statutory Auditor included in this Draft Letter of Offer.
xiii. Inter Corporate Unsecured Borrowings Agreement dated April 10, 2024 entered into by and between Mitcon Consultancy &
Engineering Services Limited and Mitcon Sun Power Limited.
xiv. Share Subscription and Shareholders’ Agreement dated September 20, 2023 along with supplemental deed dated March 21,
2024
xv. Plant Layout with Area demarcated in Red coloured boundary issued by ER. Prasad Pawar, Chartered Engineer dated …..
for Location of the existing Solar Park
xvi. Office premise Layout with Area demarcated in Red coloured boundary issued by ER. Prasad Pawar, Chartered Engineer
dated March 26,2024 for refurbishment of office premises.
xvii. Consent letter dated April 18, 2024 from the Statutory Auditor for inclusion of their name as expert, as defined under Section
2(38) of the Companies Act, in this Draft Letter of Offer.
xviii. Consent of our Directors, Compliance Officer, Statutory Auditor, Lead Manager(s) the Registrar to the Issue, Banker(s) to
the Company, the Legal Advisor to the Issue and Banker to the Issue for inclusion of their names in this Draft Letter of Offer
in their respective capacities.
xix. Tripartite Agreement between our Company, Central Depository Service India Limited and the Registrar to the Company
dated April 18, 2013.
xx. Tripartite Agreement between our Company, National Securities Depository Limited and the Registrar to the Company dated
May 02, 2013.
xxi. Due Diligence Certificate dated April 18, 2024 issued by Lead Managers.
xxii. In-principle listing approvals dated [●], from the NSE.

Any of the contracts or documents mentioned in this Draft Letter of Offer may be amended or modified at any time if so required
in the interest of our Company or if required by the other parties, without reference to the shareholders subject to compliance of the
provisions contained in the Companies Act and other relevant statutes.

276
 DECLARATION
We hereby declare that all relevant provisions of the Companies Act 2013 and the rules, regulations and guidelines issued by the
Government of India, or the rules, regulations or guidelines issued by the SEBI, established under Section 3 of the Securities and
Exchange Board of India Act, 1992, as the case may be, have been complied with and no statement made in this Draft Letter of
Offer is contrary to the provisions of the Companies Act 2013, the Securities Contracts (Regulation) Act, 1956, the Securities
Contract (Regulation) Rules, 1957 and the Securities and Exchange Board of India Act, 1992, each as amended, or the rules,
regulations or guidelines issued thereunder, as the case may be. We further certify that all the statements and disclosures made in
this Draft Letter of Offer are true and correct.

SIGNED BY THE DIRECTORS OF OUR COMPANY

Sd/-

Ajay Arjunlal Agarwal

(Non-Executive Director)

Date: April 18, 2024

Place: Pune

277
 DECLARATION
We hereby declare that all relevant provisions of the Companies Act 2013 and the rules, regulations and guidelines issued by the
Government of India, or the rules, regulations or guidelines issued by the SEBI, established under Section 3 of the Securities and
Exchange Board of India Act, 1992, as the case may be, have been complied with and no statement made in this Draft Letter of
Offer is contrary to the provisions of the Companies Act 2013, the Securities Contracts (Regulation) Act, 1956, the Securities
Contract (Regulation) Rules, 1957 and the Securities and Exchange Board of India Act, 1992, each as amended, or the rules,
regulations or guidelines issued thereunder, as the case may be. We further certify that all the statements and disclosures made in
this Draft Letter of Offer are true and correct.

SIGNED BY THE DIRECTORS OF OUR COMPANY

Sd/-

Anand Suryakant Chalwade

(Managing Director)

Date: April 18, 2024

Place: Pune

278
 DECLARATION
We hereby declare that all relevant provisions of the Companies Act 2013 and the rules, regulations and guidelines issued by the
Government of India, or the rules, regulations or guidelines issued by the SEBI, established under Section 3 of the Securities and
Exchange Board of India Act, 1992, as the case may be, have been complied with and no statement made in this Draft Letter of
Offer is contrary to the provisions of the Companies Act 2013, the Securities Contracts (Regulation) Act, 1956, the Securities
Contract (Regulation) Rules, 1957 and the Securities and Exchange Board of India Act, 1992, each as amended, or the rules,
regulations or guidelines issued thereunder, as the case may be. We further certify that all the statements and disclosures made in
this Draft Letter of Offer are true and correct.

SIGNED BY THE DIRECTORS OF OUR COMPANY

Sd/-

Dr. Pradeep Bavadekar

(Non-Executive Director)

Date: April 18, 2024

Place: Pune

279
 DECLARATION
We hereby declare that all relevant provisions of the Companies Act 2013 and the rules, regulations and guidelines issued by the
Government of India, or the rules, regulations or guidelines issued by the SEBI, established under Section 3 of the Securities and
Exchange Board of India Act, 1992, as the case may be, have been complied with and no statement made in this Draft Letter of
Offer is contrary to the provisions of the Companies Act 2013, the Securities Contracts (Regulation) Act, 1956, the Securities
Contract (Regulation) Rules, 1957 and the Securities and Exchange Board of India Act, 1992, each as amended, or the rules,
regulations or guidelines issued thereunder, as the case may be. We further certify that all the statements and disclosures made in
this Draft Letter of Offer are true and correct.

SIGNED BY THE DIRECTORS OF OUR COMPANY

Sd/-

Sudarshan Mohatta
(Non-Executive Director)

Date: April 18, 2024

Place: Pune

280
 DECLARATION
We hereby declare that all relevant provisions of the Companies Act 2013 and the rules, regulations and guidelines issued by the
Government of India, or the rules, regulations or guidelines issued by the SEBI, established under Section 3 of the Securities and
Exchange Board of India Act, 1992, as the case may be, have been complied with and no statement made in this Draft Letter of
Offer is contrary to the provisions of the Companies Act 2013, the Securities Contracts (Regulation) Act, 1956, the Securities
Contract (Regulation) Rules, 1957 and the Securities and Exchange Board of India Act, 1992, each as amended, or the rules,
regulations or guidelines issued thereunder, as the case may be. We further certify that all the statements and disclosures made in
this Draft Letter of Offer are true and correct.

SIGNED BY THE DIRECTORS OF OUR COMPANY

Sd/-

Archana Girish Lakhe

(Independent Non-Executive Director)

Date: April 18, 2024

Place: Pune

281
 DECLARATION
We hereby declare that all relevant provisions of the Companies Act 2013 and the rules, regulations and guidelines issued by the
Government of India, or the rules, regulations or guidelines issued by the SEBI, established under Section 3 of the Securities and
Exchange Board of India Act, 1992, as the case may be, have been complied with and no statement made in this Draft Letter of
Offer is contrary to the provisions of the Companies Act 2013, the Securities Contracts (Regulation) Act, 1956, the Securities
Contract (Regulation) Rules, 1957 and the Securities and Exchange Board of India Act, 1992, each as amended, or the rules,
regulations or guidelines issued thereunder, as the case may be. We further certify that all the statements and disclosures made in
this Draft Letter of Offer are true and correct.

SIGNED BY THE DIRECTORS OF OUR COMPANY

Sd/-

Sanjay Ballal Phadke

(Independent Non-Executive Director)

Date: April 18, 2024

Place: Pune

282
 DECLARATION
We hereby declare that all relevant provisions of the Companies Act 2013 and the rules, regulations and guidelines issued by the
Government of India, or the rules, regulations or guidelines issued by the SEBI, established under Section 3 of the Securities and
Exchange Board of India Act, 1992, as the case may be, have been complied with and no statement made in this Draft Letter of
Offer is contrary to the provisions of the Companies Act 2013, the Securities Contracts (Regulation) Act, 1956, the Securities
Contract (Regulation) Rules, 1957 and the Securities and Exchange Board of India Act, 1992, each as amended, or the rules,
regulations or guidelines issued thereunder, as the case may be. We further certify that all the statements and disclosures made in
this Draft Letter of Offer are true and correct.

SIGNED BY THE DIRECTORS OF OUR COMPANY

Sd/-

Gayatri Chaitanya Chintapalli

(Independent Non-Executive Director)

Date: April 18, 2024

Place: Pune

283
 DECLARATION
We hereby declare that all relevant provisions of the Companies Act 2013 and the rules, regulations and guidelines issued by the
Government of India, or the rules, regulations or guidelines issued by the SEBI, established under Section 3 of the Securities and
Exchange Board of India Act, 1992, as the case may be, have been complied with and no statement made in this Draft Letter of
Offer is contrary to the provisions of the Companies Act 2013, the Securities Contracts (Regulation) Act, 1956, the Securities
Contract (Regulation) Rules, 1957 and the Securities and Exchange Board of India Act, 1992, each as amended, or the rules,
regulations or guidelines issued thereunder, as the case may be. We further certify that all the statements and disclosures made in
this Draft Letter of Offer are true and correct.

SIGNED BY THE COMPANY SECRETARY & COMPLIANCE OFFICER OF OUR COMPANY:

Sd/-

______________________________________________________
Ankita Agarwal
(Company Secretary & Compliance Officer)

Date: April 18, 2024

Place: Pune

284
 DECLARATION

We hereby declare that all relevant provisions of the Companies Act 2013 and the rules, regulations and guidelines issued by the
Government of India, or the rules, regulations or guidelines issued by the SEBI, established under Section 3 of the Securities and
Exchange Board of India Act, 1992, as the case may be, have been complied with and no statement made in this Draft Letter of
Offer is contrary to the provisions of the Companies Act 2013, the Securities Contracts (Regulation) Act, 1956, the Securities
Contract (Regulation) Rules, 1957 and the Securities and Exchange Board of India Act, 1992, each as amended, or the rules,
regulations or guidelines issued thereunder, as the case may be. We further certify that all the statements and disclosures made in
this Draft Letter of Offer are true and correct.

SIGNED BY THE CHIEF FINANCIAL OFFICER OF OUR COMPANY:

Sd/-

_______________________________________________________
Ram Mapari
(Chief Financial Officer)

Date: April 18, 2024

Place: Pune

285