Red Herring Prospectus

Dated 13th November, 2024

100% Book Built Issue
(This Red Herring Prospectus will be updated upon filing with the ROC)
Please read Section 26 & 32 of Companies Act, 2013

RAJESH POWER SERVICES LIMITED

Scan QR code to view the RHP CIN: U31300GJ2010PLC059536
Registered Office Contact Person Email and Telephone Website
380/3, Siddhi House, Opp. Lal Ms. Jyoti Dakshesh Mochi Email Id: cs@rajeshpower.com
Bunglows, B/H Sasuji Dinning Hall, Company Secretary and Compliance
Off C.G. Road, Navrangpura Officer Tel No: +91 6358736465 www.rajeshpower.com
Ahmedabad Gujarat- 380006, India.
Promoters Of the Company: Mr. Rajendra Baldevbhai Patel, Mr. Kurang Ramchandra Panchal, Mr. Kaxil Prafulbhai Patel And Mr. Utsav Nehal Panchal
DETAILS OF THE ISSUE
Fresh Issue Size OFS Size Total Issue Size Eligibility 229(1)/229(2) & Share
Type
₹ In Lakhs ₹ In Lakhs ₹ In Lakhs Reservation among NII & RII
Fresh Issue & Upto 27,90,000 Equity Upto 20,00,000 Equity Shares Upto 47,90,000 Equity Shares This issue is made in terms of chapter
Offer for Sale Shares aggregating aggregating upto ₹ [●] Lakhs aggregating upto ₹ [●] Lakhs ix of the SEBI (ICDR) regulations, 2018
upto ₹ [●] Lakhs as amended.
DETAILS OF OFFER FOR SALE SELLING SHAREHOLDERS AND THEIR AVERAGE COST OF ACQUISITION
Name Type No. of Shares Offered Weighted Average Cost of Acquisition
(in ₹)
Mrs. Beena Panchal Promoter group 3,33,333 28.32
Mr. Krunal Panchal Promoter group 3,33,334 5.00
Mr. Nehal Panchal Promoter group 3,33,333 7.69
Mr. Rajendra Baldevbhai Patel Promoter 2,72,000 3.36
Mr. Praful Patel Promoter group 2,72,000 16.93
Mr. Vishal Patel Promoter group 2,72,000 8.47
Mrs. Kalaben Kantibhai Patel Promoter group 92,000 Negligible
Mrs. Jyotsna Ramesh Patel Promoter group 92,000 5.00
RISK IN RELATION TO THE FIRST ISSUE
This being the first Public Issue cum offer for sale by our Company & promotor group, there has been no formal market for the Equity Shares of our Company.
The face value of the Equity Shares is ₹ 10 each. The Floor Price, the Cap Price and the Issue Price to be determined by our Company in consultation with the
BRLM on the basis of the assessment of market demand for our Equity Shares by way of the Book Building Process, as disclosed in the chapter titled “Basis for
Issue Price” beginning on page no. 137 or in case where, Price Band is not disclosed otherwise, will be advertised in two national daily newspapers (one each in
English and in Hindi) with wide circulation and one in the Regional Newspaper with wide circulation at least two working days prior to the Bid/ Issue Opening
Date, should not be taken to be indicative of the market price of the equity shares after the equity shares are listed. No assurance can be given regarding an active
and/or sustained trading in the Equity Shares of our company nor regarding the price at which the equity shares will be traded after listing.
GENERAL RISKS
Investments 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 of losing their investment. Investors are advised to read the risk factors carefully before taking an investment decision in the Issue. For taking an
investment decision, investors must rely on their own examination of our Company and the Issue, including the risks involved. The Equity Shares offered in the
Issue have neither been recommended nor approved by the Securities and Exchange Board of India (“SEBI”), nor does SEBI guarantee the accuracy or adequacy
of this Red Herring Prospectus. Specific attention of the investors is invited to the section titled “Risk Factors” beginning on page no. 26 of this Red Herring
Prospectus.
ISSUER’S AND SELLING SHAREHOLDER’S ABSOLUTE RESPONSIBILITY
The Issuer, having made all reasonable inquiries, accepts responsibility for and confirms that this Red Herring Prospectus contains all information with regard
to our Company and the Offer, which is material in the context of the Issue, that the information contained in this Red Herring Prospectus 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 Red Herring Prospectus as a whole or any of such information or the expression of any such opinions or intentions
misleading in any material respect. Further Each of the selling shareholders severally and jointly, accepts responsibility only for the statements expressly made
by such selling shareholders in this Red Herring Prospectus as Selling Shareholder in connection with the Offer for Sale and the Equity Shares by such Selling
Shareholder in the Offer for Sale and that statements are true and correct in all material respects and are not misleading in any material respect.
LISTING
The Equity Shares offered through this Red Herring Prospectus are proposed to be listed on the S M E Platform of BSE Limited (“BSE”) in terms of the Chapter
IX of the SEBI (ICDR) Regulations, 2018 as amended from time to time. For the purpose of this Issue, the Designated Exchange will be the BSE Limited.
BOOK RUNNING LEAD MANAGER REGISTRAR TO THE ISSUE

ISK ADVISORS PRIVATE LIMITED BIGSHARE SERVICES PRIVATE LIMITED

Tel No.: +91 – 22 – 26431002 Email: ncmpl@ncmpl.com Tel No.: +91-91 22 6263 8200 Email: ipo@bigshareonline.com
Contact Person: Mr. Ronak I. Kadri Contact Person: Mr. Babu Rapheal C
ANCHOR INVESTOR BID BID/ OFFER OPENS ON BID/ OFFER CLOSES ON
PERIOD

Friday, 22nd November 2024 Monday, 25th November, 2024 Wednesday, 27th November, 2024
Our Company, in consultation with the BRLM, may consider participation by Anchor Investors, in accordance with the SEBI ICDR Regulations. The Anchor Investor
Bidding Date shall be one Working Day prior to the Bid/Issue Opening Date.
Our Company, in consultation with the BRLM, may decide to close the Bid/Issue Period for QIBs one Working Day prior to the Bid/Issue Closing Date, in accordance
with the SEBI (ICDR) Regulations. The UPI mandate end time and date shall be at 5:00 p.m. on Bid/Issue Closing Day.
 Red Herring Prospectus
Dated 13th November, 2024
100% Book Built Issue
(This Red Herring Prospectus will be updated upon filing with the ROC)
Please read Section 26 & 32 of Companies Act, 2013
RAJESH POWER SERVICES LIMITED
CIN: U31300GJ2010PLC059536
Our Company was originally formed as a partnership firm in the name and style of “RAJESH TRADERS” pursuant to a deed of partnership dated May
5, 1971 Registration certificate issued by Registrar of Firms, Ahmedabad having Registered No. GUJ/AHD/32515 under the provisions of the Indian
Partnership Act, 1932. Subsequently, our partnership firm was converted to Private limited Company “RAJESH POWER SERVICES PRIVATE LIMITED”
on 10th February, 2010 under the provisions of companies act, 1956 with the registrar of companies, Ahmedabad bearing registration no. 059536 then the
company was converted from RAJESH POWER SERVICES PRIVATE LIMITED to RAJESH POWER SERVICES LIMITED and fresh certificate of
incorporation was issued on June 26, 2024 by the Registrar of Companies, Ahmedabad. The Corporate Identification Number of our Company is
U31300GJ2010PLC059536. For further details, pertaining to the change of name of our Company upon conversion, please refer the chapter “History and
Certain Corporate Matters” on page no. 191 of this Red Herring Prospectus.
Registered Office: 380/3, Siddhi House, Opp. Lal Bunglows, B/H Sasuji Dinning Hall, Off C.G. Road, Navrangpura Ahmedabad Gujarat- 380006, India.
Tel No.: +91 6358736465 Email: cs@rajeshpower.com Website: www.rajeshpower.com
Contact Person: Ms Jyoti Dakshesh Mochi, Company Secretary and Compliance Officer.
Our Promoters: Mr. Rajendra Baldevbhai Patel, Mr. Kurang Ramchandra Panchal, Mr. Kaxil Prafulbhai Patel and Mr. Utsav Nehal Panchal
THE ISSUE
INITIAL PUBLIC OFFER OF UPTO 47,90,000 EQUITY SHARES OF FACE VALUE OF ₹ 10 EACH (“EQUITY SHARES”) OF RAJESH POWER SERVICES LIMITED (THE
“COMPANY” OR “RPSL” OR “THE ISSUER”) FOR CASH AT A PRICE OF ₹ [●] PER SHARE (INCLUDING A SHARE PREMIUM OF ₹ [●] PER EQUITY SHARE) (THE
“ISSUE PRICE”), AGGREGATING TO ₹ [●] LAKHS (“THE ISSUE”), COMPRISING OF FRESH ISSUE OF UPTO 27,90,000 EQUITY SHARES AT ₹ [●] PER EQUITY
SHARES AGGREGATING TO ₹ [●] LAKHS AND OFFER FOR SALE OF 20,00,000 EQUITY SHARES BY SELLING SHAREHOLDERS AT ₹ [●] PER EQUITY SHARES
AGGREGATING TO ₹ [●] LAKHS. THE OFFER INCLUDES A RESRVATION OF UPTO 2,44,000 EQUITY SHARES OF FACE VALUE OF ₹ 10 EACH AT A PRICE OF ₹
[●] PER EQUITY SHARE AGGREGATING TO ₹ [●] LAKHS FOR SUBSCRIPTION BY THE MARKET MAKER TO THE OFFER (THE “MARKET MAKER
RESERVATION PORTION”). THE ISSUE LESS MARKET MAKER RESERVATION PORTION I.E. ISSUE OF UPTO 45,46,000 EQUITY SHARES OF ₹ 10 EACH IS
HEREINAFTER REFERRED TO AS THE “NET ISSUE”. THE ISSUE AND THE NET ISSUE WILL CONSTITUTE 2 6 . 6 0 % AND 25.25 %, RESPECTIVELY OF THE
POST ISSUE PAID UP EQUITY SHARE CAPITAL OF THE COMPANY.
THE FACE VALUE OF THE EQUITY SHARES IS ₹ 10 EACH. THE PRICE BAND AND THE MINIMUM BID LOT WILL BE DECIDED BY OUR COMPANY AND THE
SELLING SHAREHOLDERS IN CONSULTATION WITH THE BOOK RUNNING LEAD MANAGER (“BRLM”) AND WILL BE ADVERTISED IN [●] EDITIONS OF THE
ENGLISH NATIONAL NEWSPAPER, [●] EDITIONS OF THE HINDI NATIONAL NEWSPAPER AND ALL EDITIONS OF THE REGIONAL NEWSPAPER, EACH WITH
WIDE CIRCULATON, AT LEAST 2 (TWO) WORKING DAYS PRIOR TO THE BID/ OFFER OPENING DATE WITH THE RELEVANT FINANICAL RATIOS CALCULATED
AT THE FLOOR PRICE AND THE CAP PRICE AND SHALL BE MADE AVAILABLE TO THE BSE LIMITED (“BSE”, REFERRED TO AS THE “STOCK EXCHANGE” ) FOR
THE PURPOSE OF UPLOADING ON THEIR WEBSITE.
PRICE BAND: ₹ 320.00 TO ₹ 335 .00 PER EQUITY SHARE OF FACE VALUE OF ₹ 10/- EACH AND THE ISSUE PRICE IS 32 TO 33.5 TIMES OF THE FACE VALUE AT THE LOWER PRICE BAND AND
UPPER PRICE BAND RESPECTIVELY. BID CAN BE MADE FOR MINIMUM OF 400 EQUITY SHARES AND THE MULTIPLES OF 400 EQUITY SHARES THEREAFTER.
IN CASE OF ANY REVISIONS IN THE PRICE BAND OR FORCE MAJEURE, BANKING STRIKE OR SIMILAR CIRCUMSTANCES, THE ISSUER MAY, FOR REASONS TO
BE RECORDED IN WRITING, MAY EXTEND THE BID/ OFFER PEROD NOT EXCEEDING 10 WORKING DAYS. ANY REVISION IN THE PRICE BAND AND THE REVISED
BID / OFFER PERIOD, WILL BE WIDELY DISSEMINATED BY NOTIFICATION TO THE STOCK EXCHANGE, BY ISSUING A PRESS RELEASE, AND ALSO BY INDICATING
THE CHANGE ON THE WEBSITE OF THE BRLM AND THE TERMINALS OF THE SYNDICATE MEMBER(S).
THE FACE VALUE OF THE EQUITY SHARE IS ₹ 10 AND THE ISSUE PRICE IS 32 TO 33.5 TIME OF THE FACE VALUE
In terms of Rule 19(2)(b)(i) of the Securities Contracts (Regulation) Rules, 1957 this Issue is being made for at least 25% of the post-Issue Paid-up Equity Share capital of our
Company. This Issue is being made through Book Building Process, in accordance with Chapter IX and other applicable provisions of SEBI ICDR Regulations wherein not more
than 50% of the Net Issue will be allocated on a proportionate basis to Qualified Institutional Buyers (“QIBs”) (“the QIB Category”), provided that our company and selling
shareholders in consultation with the BRLM, may allocate up to 60% of the QIB category to Anchor Investors, on a discretionary basis (the “Anchor Investor Portion”), of which
one-third shall be reserved for domestic Mutual Funds, subject to valid Bids received from domestic Mutual Funds at or above the Anchor Investor Offer Price. Further 5% of
the QIB Category (excluding the Anchor Investor Portion) shall be available for allocation on a proportionate basis to Mutual Funds only and the remainder shall be available
for allocation on a proportionate basis to QIBs including Mutual Funds, subject to valid bids being received from them at or above the Offer Price. Further, not less than 15% of
the Net Offer will be available for allocation on a proportionate basis to Non-Institutional Investors and not less than 35% of the Net Offer will be available for allocation to
Retail Individual Investors, in accordance with the SEBI ICDR Regulations, subject to valid bids being received at or above the Offer Price. All investors (except Anchor Investors)
shall participate in this Offer mandatorily through the Applications Supported by Blocked Amount (“ASBA”) process by providing details of their respective bank accounts
which will be blocked by SCSBs. For details, please refer the section titled “Issue Related Information” beginning on page no. 342 of this Prospectus.
ISSUER’S AND SELLING SHAREHOLDER’S ABSOLUTE RESPONSIBILITY
Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Red Herring Prospectus contains all information with regard to our
Company and the Issue, which is material in the context of the Issue, that the information contained in this Red Herring Prospectus 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 Red Herring Prospectus as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect. Further each of the
Selling Shareholder, severally and jointly, accept responsibility only for the statements made expressly by such Selling Shareholders in this Red Herring Prospectus as Selling
Shareholders in connection with the Offer for Sale and the Equity Shares offered by such Selling Shareholder in the Offer for Sale and that statements are true and correct in all
material respects and are not misleading in any respect.
LISTING
The Equity Shares of our company offered through this Red Herring Prospectus are proposed to be listed on the SME Platform of BSE Limited (“BSE”). In terms of the Chapter
IX of the SEBI (ICDR) Regulations, 2018 as amended from time to time. Our Company has received an Approval letter dated October 31,2024 from BSE Limited for using its
name in the Offer document for listing o f our shares on the SME Platform of BSE Limited. For the purpose of this Offer, BSE Limited shall be the Designated Stock
Exchange.
BOOK RUNNING LEAD MANAGER REGISTRAR TO THE ISSUE

ISK ADVISORS PRIVATE LIMITED BIGSHARE SERVICES PRIVATE LIMITED

501, A. N. Chambers, 130, Turner Road, Bandra West, Mumbai-400 050 Office No. 56-2, 6th Floor, Pinnacle Business Park, Next to Ahura Center,
Tel No.: +91 – 22 – 26431002 Mahakali Caves Road, Andheri East, Mumbai-400 093, Maharashtra, India.
Email: ncmpl@ncmpl.com Tel: +91 22 6263 8200 Email: ipo@bigshareonline.com,
Website: www.iskadvisors.com Website: www.bigshareonline.com
Investor Grievance Email: enquiry@ncmpl.com Investor Grievance Email: investor@bigshareonline.com
Contact Person: Mr. Ronak I. Kadri Contact Person: Babu Rapheal C
SEBI Registration No. INM000012625 SEBI Registration Number: INR000001385;
CIN:- U99999MH1994PTC076534
ANCHOR INVESTOR BID PERIOD BID/ OFFER OPENS ON BID/ OFFER CLOSES ON
Friday, 22nd November 2024 Monday, 25th November, 2024 Wednesday, 27th November, 2024
Our Company, in consultation with the BRLM, may consider participation by Anchor Investors, in accordance with the SEBI ICDR Regulations. The Anchor Investor Bidding Date shall be one
Working Day prior to the Bid/Issue Opening Date. Our Company, in consultation with the BRLM, may decide to close the Bid/Issue Period for QIBs one Working Day prior to the Bid/Issue
Closing Date, in accordance with the SEBI (ICDR) Regulations. The UPI mandate end time and date shall be at 5:00 p.m. on Bid/Issue Closing Day.
 TABLE OF CONTENTS
SECTION PARTICULARS Page No.
SECTION - I GENERAL 1
DEFINITIONS AND ABBREVIATIONS 1
CERTAIN CONVENTIONS; PRESENTATION OF FINANCIAL, 13
INDUSTRY AND MARKET DATA
FORWARD-LOOKING STATEMENTS 15
SECTION - II OFFER DOCUMENT SUMMARY 17
SECTION - III RISK FACTORS 26
SECTION - IV INTRODUCTION 52
THE ISSUE 52
SUMMARY OF FINANCIAL INFORMATION 54
GENERAL INFORMATION 61
CAPITAL STRUCTURE 74
SECTION - V PARTICULARS OF THE ISSUE 107
OBJECTS OF THE ISSUE 107
BASIS FOR ISSUE PRICE 137
STATEMENT OF SPECIAL TAX BENEFITS 143
SECTION - VI ABOUT THE COMPANY 147
INDUSTRY OVERVIEW 147
OUR BUSINESS 163
KEY INDUSTRY REGULATIONS AND POLICIES 184
HISTORY AND CERTAIN CORPORATE MATTERS 191
OUR MANAGEMENT 195
OUR PROMOTERS, PROMOTER GROUP 210
OUR GROUP ENTITIES 219
DIVIDEND POLICY 225
SECTION - VII FINANCIAL STATEMENTS 226
RESTATED FINANCIAL INFORMATIONS 226
OTHER FINANCIAL INFORMATION 301
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL 302
CONDITION AND RESULTS OF OPERATIONS
CAPITALIZATION STATEMENT 314
FINANCIAL INDEBTEDNESS 315
SECTION - VIII LEGAL AND OTHER INFORMATION 320
OUTSTANDING LITIGATIONS AND MATERIAL DEVELOPMENTS 320
GOVERNMENT AND OTHER KEY APPROVALS 324
SECTION - IX OTHER REGULATORY AND STATUTORY DISCLOSURES 327
SECTION - X ISSUE RELATED INFORMATION 342
TERMS OF THE ISSUE 342
ISSUE STRUCTURE 351
ISSUE PROCEDURE 356
RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES 392
SECTION – XI MAIN PROVISIONS OF ARTICLES OF ASSOCIATION 395
SECTION - XII OTHER INFORAMTION 409
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION 409
DECLARATION BY THE COMPANY AND THE SELLING SHAREHOLDERS 411
 SECTION I – GENERAL

DEFINITIONS AND ABBREVIATIONS

Unless the context otherwise indicates, requires or implies the following terms shall have the following
meanings in this RHP. References to statutes, rules, regulations, guidelines and policies will be deemed to
include all amendments, modifications or re-enactment notified thereto.

Notwithstanding the foregoing terms in “Main Provisions of the Articles of Association”, “Statement of Special
Tax Benefits”, “Industry Overview”, “Key Industry Regulations and Policies”, “Restated Financial
Information", “Outstanding Litigations and Material Developments”, will have the meaning ascribed to such
terms in these respective sections.

General Terms
Term Description
“RAJESH POWER
SERVICES LIMITED”/ Rajesh Power Services Limited, a public limited company incorporated under the
“RPSL”/ “the Company” / provisions of the Companies Act, 1956 and having its registered office at 380/3,
“the Issuer Company” / Siddhi House, Opp. Lal Bunglows, B/H Sasuji Dinning Hall, Off C.G. Road,
“We” / “Us”/ “Our Navrangpura Ahmedabad Gujarat- 380006, India.
Company”
Mr. Rajendra Baldevbhai Patel, Mr. Kurang Ramchandra Panchal, Mr. Kaxil
“Promoter(s)”
Prafulbhai Patel and Mr. Utsav Nehal Panchal.
Such persons, entities and companies constituting our promoter group pursuant
to Regulation 2(1) (pp) of the SEBI (ICDR) Regulations as disclosed in the Chapter
“Promoter Group”
titled “Our Promoter and Promoter Group” on page no 210 of this Red Herring
Prospectus.

Company related Terms

Term Description
AOA/ Articles / Articles of
The Articles of Association of our Company, as amended from time to time.
Association
The Statutory Auditors of our company being M/S. NAIMISH N. SHAH & CO.,
Auditor of the Company Chartered Accountants, holding a valid peer review certificate dated 27th January,
2023.
The committee of the Board of Directors constituted on July 26, 2024 as our
Audit Committee Company’s Audit Committee in accordance with Section 177 of the Companies
Act, 2013.
Bankers of the company HDFC BANK and UNION BANK OF INDIA.
The Board of Directors of Rajesh Power Services Limited, including all duly
Board of Directors / Board
constituted Committees thereof.
Chief Financial Officer Chief Financial officer of our Company is Mr. Kaxil Prafulbhai Patel.
Company Secretary and The Company Secretary and Compliance officer of our Company is Ms. Jyoti
Compliance Officer Dakshesh Mochi.

Director(s) of Rajesh Power Services Limited, unless otherwise specified.

Director(s)
Depositories Act The Depositories Act, 1996, as amended from time to time.
National Securities Depository Limited (NSDL) and Central Depository Services
Depositories
(India) Limited (CDSL).

1
 Term Description
Equity Shares of our Company of Face Value of ₹ 10 each unless otherwise
Equity Shares
specified in the context thereof.
Equity Shareholders Persons holding Equity Share of our Company.
Companies (other than our Promoters and Subsidiaries) with which there were
related party transactions as disclosed in the Restated Financial Statements as
Group Companies/Entities
covered under the applicable accounting standards, and as disclosed in “Our
Group Company” beginning on page no. 219 of this Red Herring Prospectus.
A non-executive, Independent Director as per the Companies Act, 2013 and the
Independent Director
Listing Regulations.
ISIN International Securities Identification Number in this case being INE0VN801010.
HKRP Innovations Limited (formally known as HKRP Innovations LLP)
Joint Venture M/s. HKRP Innovations LLP has been converted into HKRP Innovations Limited as on
20th July 2024.
Key managerial personnel of our Company in terms of Regulation 2(1) (bb) of the
Key Management Personnel
SEBI ICDR Regulations as disclosed in the chapter titled “Our Management” on
/ KMP
page no. 195 of this Red Herring Prospectus.
The policy on identification of group companies, material creditors and material
Materiality Policy litigation, adopted by our Board on July 10, 2024 in accordance with the
requirements of the SEBI ICDR Regulations.
MOA / Memorandum/
Memorandum of Memorandum of Association of Rajesh Power Services Limited.
Association
The committee of the Board of Directors constituted on July 26, 2024 as our
Nomination and
Company’s Nomination and Remuneration Committee in accordance with
Remuneration Committee
Section 178 of the Companies Act, 2013.
The Registered Office of our company which is at 380/3, Siddhi House, Opp. Lal
Registered Office Bunglows, B/H Sasuji Dinning Hall, Off C.G. Road, Navrangpura Ahmedabad
Gujarat- 380006, India.
Registrar of Companies / Registrar of Companies, ROC Bhavan, Opp. Rupal Park Society, Behind Ankur
RoC Bus Stop, Naranpura, Ahmedabad-380013.
Stakeholders’ Relationship The committee of the Board of Directors constituted on July 26, 2024 as our
Committee Company’s Stakeholders’ Relationship Committee.
Unless the context requires otherwise, refers to, the SME Platform of Bombay
Stock Exchange
Stock Exchange of India Limited i.e. SME Platform of BSE Limited.
Offered Shares Up to 20,00,000 equity shares being offered by the Selling Shareholder(s).
Selling Shareholders of our company being Mrs. Beena Panchal, Mr. Krunal
Selling Shareholders Panchal, Mr. Nehal Panchal, Mr. Rajendra Baldevbhai Patel, Mr. Praful Patel, Mr.
Vishal Patel, Mrs.Kalaben Kantibhai Patel, Mrs. Jyotsna Ramesh Patel.
“you”, “your” or “yours” Prospective Investors in this Offer/Issue.

Issue Related Term

Term Description
Acknowledgement The slip or document issued by the Designated Intermediary to an Applicant as proof of
Slip registration of the Application Form.
Unless the context otherwise requires, the allotment of the Equity Shares pursuant to the
Allot/ Allotment/
Issue to the successful applicants/ Bidders including transfer of the Equity Shares pursuant
Allotted
to the Issue to the successful applicants/Bidders.

2
 Term Description
Note, advice or intimation of Allotment sent to the Applicants who have been or are to be
Allotment Advice Allotted the Equity Shares after the Basis of Allotment has been approved by the
Designated Stock Exchange.
A Qualified Institutional Buyer, applying under the Anchor Investor Portion, who has Bid
Anchor Investor for an amount of at least ₹ 200 Lakhs, in accordance with the requirements specified in the
SEBI ICDR Regulations, 2018.
Notice or intimation of Allocation of Equity Shares sent to Anchor Investors who have been
Anchor Investor allocated Equity Shares, and includes any device, intimation or notice sent to Anchor
Allocation Notice Investors in the event that the Offer Price is higher than the Anchor Investor Allocation
Price.
The Price at which Equity Shares will be allocated in terms of the Red Herring Prospectus
Anchor Investor
and Prospectus to the Anchor Investors, which will be decided by our company and selling
Allocation Price
shareholders, in consultation with the BRLM, on the Anchor Investor Bidding Date.
The form used by an Anchor Investor to make a Bid in the Anchor Investor Portion and
Anchor Investor
which will be considered as an application for allotment in terms of the Red Herring
Application Form
Prospectus and the Prospectus.
One working day prior to the bid/offer/issue opening date on which Bids by the Anchor
Anchor Investor Investors will be submitted, prior to or after which the members of the Syndicate will not
Bidding Date accept any Bids from Anchor Investors and allocation to Anchor Investors shall be
completed.
Anchor Investor
Account opened for the offer to which funds shall be transferred by Anchor Investors.
Escrow Account(s)
With respect to Anchor Investors, it shall be the Anchor Investor Bidding Date, and, in the
Anchor Investor
event the Anchor Investor Allocation Price is lower than the Offer Price/ Issue Price not
Pay-in Date
later than two working days after the Bid/Offer Closing date.
Upto 60% of the QIB Portion, which may be allocated by our company and the selling
shareholders, in consultation with the BRLM to Anchor Investors on a discretionary basis,
Anchor Investor
out of which one-third shall be reserved for domestic Mutual Funds, subject to valid bids
Portion
being received from domestic Mutual Funds at or above the Anchor Investor Allocation
Price.
Allottees The successful applicant to whom the Equity Shares are being / have been allotted.
Any prospective investor who makes an application for Equity Shares in terms of this Red
Applicant
Herring Prospectus.
The ASBA Form where the context so requires, in terms of which a Bidder makes a Bid in
Bid cum
terms of the Red Herring Prospectus which will be considered as an application for
Application Form
Allotment.
Application An application, whether physical or electronic, used by ASBA Applicant to make an
Supported by application authorizing an SCSB to block the Application Amount in the specified Bank
Blocked Amount/ Account maintained with such SCSB. ASBA is mandatory for all Applicants participating
ASBA in the Issue.
A bank account maintained with an SCSB and specified in the ASBA Form submitted by
ASBA Account
the Applicants for blocking the Application Amount mentioned in the ASBA Form.
ASBA Any prospective investor who makes an application pursuant to the terms of the Red
Applicant(s) Herring Prospectus / Prospectus and the Application Form.
ASBA Application An application form, whether physical or electronic, used by ASBA Bidders which will be
/ Application considered as the application for Allotment in terms of the Red Herring Prospectus.
Banker(s) to the Such banks which are disclosed as Bankers to our Company in the chapter titled “General
Company Information” on page no. 61 of this Red Herring Prospectus.

3
 Term Description
Banker(s) to the The banks which are Clearing Members and registered with SEBI as Banker to an Issue with
Issue whom the Escrow Agreement is entered and in this case being ICICI Bank Limited.
The basis on which the Equity Shares will be Allotted to successful Applicants under the
Basis of Allotment Issue and which is described in the chapter titled “Issue Procedure” beginning on page no.
356 of this Red Herring Prospectus.
An indication to make an application during the Bid/ Offer Period by a Bidder (other than
Anchor Investor) or on Anchor Investor Bidding Date by an Anchor Investor, pursuant to
submission of the Bid cum Application Form, to subscribe to or purchase the Equity Shares
Bid
at a price within the Price Band, including all revisions and modifications thereto as
permitted under the SEBI ICDR Regulations in accordance with the Red Herring Prospectus
and Bid cum Application Form.
Any prospective investor who makes a Bid pursuant to the terms of the Red Herring
Bidder Prospectus and the Bid cum Application Form and unless otherwise stated or implied,
includes an ASBA Bidder and Anchor Investor.
The highest value of optional Bids indicated in the Bid cum Application Form and in the
case of Retail Individual Bidders Bidding at Cut Off Price, the Cap Price multiplied by the
Bid Amount number of Equity Shares Bid for by such Retail Individual Bidder and mentioned in the Bid
cum Application Form and payable by the Retail Individual Bidder or blocked in the ASBA
Account upon submission of the Bid in the Offer.
The offer price, which shall be any price within the Price band as finalised by Our Company
and the Selling Shareholders in consultation with the BRLM. Only Retail Individual
Cut Off Price
Investors are entitled to Bid at the Cut off Price. QIBs (including Anchor Investors) and
Non- Institutional Investors are not entitled to Bid at the Cut-Off Price.
Bidding The process of making a Bid.
Bid Lot 400 equity shares and in multiple of 400 equity shares thereafter.
Broker centres notified by the Stock Exchanges where Applicants can submit the ASBA
Forms to a Registered Broker. The details of such Broker Centres, along with the names and
Broker Centres
contact details of the Registered Broker are available on the respective websites of the Stock
Exchanges (www.bseindia.com and www.nseindia.com).
Business Day Monday to Friday (except public holidays).
CAN / The note or advice or intimation sent to each successful Applicant indicating the Equity
Confirmation of Shares which will be Allotted, after approval of Basis of Allotment by the Designated Stock
Allocation Note Exchange.
The higher end of the price band above which the Offer Price will not be finalised and above
Cap Price
which no Bids (or a revision thereof) will be accepted.
The lowest end of the Price Band, subject to any revision thereto, at or above which the
Floor Price
Offer Price will be finalised and below which no Bids (or revisions thereof) will be accepted.
Client identification number maintained with one of the Depositories in relation to Demat
Client ID
account.
Collecting
A depository participant as defined under the Depositories Act, 1996, registered with SEBI
Depository
and who is eligible to procure Applications at the Designated CDP Locations in terms of
Participant(s) or
circular No. GR/CFD/POLICYCELL/11/2015 dated November 10, 2015 issued by SEBI.
CDP(s)
Such Branches of the SCSBs which co-ordinate Applications by the Applicants with the
Controlling Registrar to the Issue and the Stock Exchanges and a list of which is available at
Branches http://www.sebi.gov.in or at such other website as may be prescribed by SEBI from time to
time.
Demographic The demographic details of the Applicants such as their Address, PAN, Occupation and
Details Bank Account details.

4
 Term Description
A depository registered with SEBI under the SEBI (Depositories and Participant)
Depositories
Regulations, 1996 i.e., CDSL and NSDL.
Depositories Act The Depositories Act, 1996, as amended from time to time.
The date on which the funds from the Anchor Escrow Accounts the funds blocked by the
Designated Date SCSBs are transferred from the ASBA Accounts specified by the ASBA Bidders to the Public
Issue Account.
Designated Syndicate Members, Sub-Syndicate/Agents, SCSBs, Registered Brokers, Brokers, the CDPs
Intermediaries / and RTAs, who are authorized to collect Application Forms from the Applicants, in relation
Collecting Agent to the Issue.
Such locations of the CDPs where Applicants can submit the Application Forms to
Designated CDP Collecting Depository Participants. The details of such Designated CDP Locations, along
Locations with names and contact details of the Collecting Depository Participants eligible to accept
Application Forms are available on the websites of the Stock Exchange.
SUNFLOWER BROKING PRIVATE LIMITED will act as the Market Maker and has agreed
Designated to receive or deliver the specified securities in the market making process for a period of
Market Maker three years from the date of listing of our Equity Shares or for a period as may be notified
by amendment to SEBI ICDR Regulations.
Such locations of the RTAs where Applicants can submit the Application Forms to RTAs.
Designated RTA The details of such Designated RTA Locations, along with names and contact details of the
Locations RTAs eligible to accept Application Forms are available on the websites of the Stock
Exchange.
Such Branches of the SCSBs which shall collect the Application Forms used by the
Designated SCSB
Applicants applying through the ASBA process and a list of which is available on
Branches
http://www.sebi.gov.in/pmd/scsb.pdf.
Designated Stock
Unless the context requires otherwise, refers to, the SME Platform of BSE Limited.
Exchange
Draft Red Herring This Draft Red Herring Prospectus dated 7th August, 2024 issued in accordance with the
Prospectus SEBI ICDR Regulations.
An NRI(s) from such a jurisdiction outside India where it is not unlawful to make an Issue
Eligible NRI(s) or invitation under this Issue and in relation to whom the Application Form and the Red
Herring Prospectus will constitutes an invitation to purchase the equity shares.
Agreement dated [●] entered into amongst the Company, Book Running Lead Managers,
Escrow
the Registrar and the Banker to the Issue to receive monies from the Applicants through the
Agreement
SCSBs Bank Account on the Designated Date in the Public Issue Account.
Foreign Portfolio Foreign Portfolio Investor as defined under the SEBI (Foreign Portfolio Investors)
Investor / FPIs Regulations, 2014.
The proceeds of the Issue as stipulated by the Company. For further information about use
Issue Proceeds of the Issue Proceeds please see the chapter titled “Objects of the Issue” beginning on page
no. 107 of this Red Herring Prospectus.
This Initial Public Issue of upto 47,90,000 Equity Shares of ₹ 10 each for cash at a price of ₹
Issue/ Issue Size /
[●] (including a Share premium of ₹ [●] per Equity Share) per equity share aggregating to
Public Issue/ IPO
₹ [●] lakhs by our Company.
Except in relation to Anchor Investors, the date on which the Syndicate, the Designated
Branches and the Registered Brokers shall not accept the Bids, which shall be notified in All
Bid/ Offer /Issue edition of the English national newspaper [●]. All edition of the Hindi national newspaper
Closing date [●], and [●] edition of the regional newspaper [●], each with wide circulation, and in case
of any revision, the extended Bid/ Offer closing Date also to be notified on the website and
terminals of the Syndicate and SCSBs, as required under the SEBI ICDR Regulations.
Bid/ Offer /Issue Except in relation to Anchor Investors, the date on which the Syndicate, the Designated
Opening date Branches and the Registered Brokers shall start accepting Bids, which shall be notified in

5
 Term Description
All edition of the English national newspaper [●]. All edition of the Hindi national
newspaper [●], and [●] edition of the regional newspaper [●], each with wide circulation,
and in case of any revision, the extended Bid/ Offer Opening Date also to be notified the
website and terminals of the Syndicate and SCSBs, as required under the SEBI ICDR
Regulations.
The period between the Bid/ Offer Opening Date and the Bid/ Offer Closing Date or the QIB
Bid/ Offer Closing Date, as the case may be, inclusive of both days, during which Bidders
Bid/ Offer Period
other than Anchor Investors can submit their Bids, including any revisions thereof.
Provided however that the Bidding/ Offer Period shall be kept open for a minimum of three
Working Days for all categories of Bidders, other than Anchor Investors.
Centres at which the Designated intermediaries shall accept the ASBA Forms, i.e.,
Bidding/ Designated SCSB branch for SCSBs, specified locations for syndicate, broker centre for
Collection Centres registered brokers, designated RTA locations for RTAs and designated CDP locations for
CDPs.
The price at which the Equity Shares are being issued by our Company in consultation with
Issue Price the Book Running Lead Managers under this Red Herring Prospectus being ₹ [●] (including
a Share premium of ₹ [●] per Equity Share) per share.
BRLM’s / Book
Book Running Lead Manager to the Offer in this case being, ISK Advisors Private Limited,
Running Lead
SEBI Registered Category I Merchant Banker.
Managers
Unless the context specifies otherwise, this means the Equity Listing Agreement to be
Listing Agreement
signed between our Company and BSE Limited.
The Market lot and Trading lot for the Equity Share is 400 and in multiples of 400 thereafter;
Lot Size
subject to a minimum allotment of 400 Equity Shares to the successful applicants.
Market Maker The Reserved portion of upto 2,44,000 Equity shares of ₹10 each at an Issue Price of ₹ [●]
Reservation (including a Share premium of ₹ [●] per Equity Share) aggregating to ₹ [●] lakhs for
Portion Designated Market Maker in the Public Issue of our Company.
Market Making The Agreement among the Market Maker, the Book Running Lead Managers and our
Agreement Company dated July 13,2024.
A Mutual Fund registered with SEBI under the SEBI (Mutual Funds) Regulations, 1996, as
Mutual Fund
amended.
The Net Issue of upto 45,46,000 Equity Shares of ₹ 10 each at ₹ [●] (including a Share
Net Issue
premium of ₹ [●] per Equity Share) per Equity Share aggregating to ₹ [●] by our Company.
All Applicants, including Eligible QFIs, sub accounts of FIIs registered with SEBI which are
Non-Institutional foreign corporates or foreign individuals, that are not QIBs or Retail Individual Applicants
Applicant and who have applied for Equity Shares for an amount of more than ₹ 2,00,000 (but not
including NRIs other than Eligible NRIs).
A person resident outside India, as defined under FEMA and includes Eligible NRIs,
Non-Resident
Eligible QFIs, FIIs registered with SEBI and FVCIs registered with SEBI.
Any individual, sole proprietorship, unincorporated association, unincorporated
organization, body corporate, corporation, Company, partnership, limited liability
Person or Persons Company, joint venture, or trust or any other entity or organization validly constituted
and/or incorporated in the jurisdiction in which it exists and operates, as the context
requires.
The Prospectus dated [●], to be filed with the ROC containing, inter alia, the Issue opening
Prospectus
and closing dates and other information.
Red Herring The Red Herring Prospectus to be issued in accordance with section 32 of the Companies
Prospectus/RHP Act, 2013 and the provisions of the SEBI ICDR Regulations, which will not have complete

6
 Term Description
particulars of the price at which the Equity Shares will be offered and the size of the Offer,
including any addendum or corrigendum thereto.
Public Issue Account opened with Bankers to the Issue for the purpose of transfer of monies from the
Account SCSBs from the bank accounts of the ASBA Applicants on the Designated Date.
Qualified Foreign Non-resident investors other than SEBI registered FIIs or sub-accounts or SEBI registered
Investors / QFIs FVCIs who meet ‘know your client’ requirements prescribed by SEBI.
Qualified
A qualified institutional buyer as defined under Regulation 2(1)(ss) of the SEBI ICDR
Institutional
Regulations.
Buyers / QIBs
In the event our Company and the Selling shareholders, in consultation with the BRLM,
QIB Bid/ Offer decides to close Bidding by QIBS one Working Day prior to the Bid/ Offer Closing Date, the
Closing Date date one Working Day prior to the Bid/ Offer Closing Date; otherwise, it shall be the same
as the Bid/ Offer Closing Date.
The Portion of the offer being not more than 50% of the Net offer, consisting of 22,50,000
QIB Portion Equity shares, available for Allocation to QIBs (Including Anchor Investors), subject to valid
Bids being received at or above the Offer Price.
The Banker(s) to the Issue with whom the Refund Account(s) will be opened, in this case
Refund Bank(s)
being ICICI Bank Limited.
The agreement dated July 13, 2024 among our Company and the Registrar to the Issue in
Registrar
relation to the responsibilities and obligations of the Registrar to the Issue pertaining to the
Agreement
Issue.
Registrar and Registrar and Share Transfer Agents registered with SEBI and eligible to procure
Share Transfer Applications at the Designated RTA Locations in terms of circular No.
Agents/RTAs CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 issued by SEBI.
Registrar/
Registrar to the Registrar to the Issue being Bigshare Services Private Limited.
Issue
The restated financial information of the Company comprising of the Consolidated restated
financial statement of assets and liabilities as at September 30, 2024, the Consolidated
restated financial statement of profit and loss and the Consolidated restated financial
Restated Financial statement of cash flows for the period September 30, 2024 & Restated Standalone financial
Information statements of assets and liabilities for the period ended at September 30,2024 & March 31,
2024, 2023 and 2022 and statement of profit and loss and cash flows at and for each of the
period ended on September 30,2024 &March 31, 2024, 2023 and 2022 for our Group in
accordance with SEBI ICDR Regulations and other applicable laws.
Retail Individual
Individual Bidders, Submitting Bids, who have Bid for Equity Shares for an amount not
Bidders/ Retail
more than 2,00,000 in any of the bidding options in the Net offer (including HUFs applying
Individual
through their Karta and Eligible NRIs and does not include NRIs other than eligible NRIs).
Investors/ RIIs
The Portion of the offer being not less than 35% of the Net Offer, consisting of 16,04,800
Retail Portion
Equity Shares, available for allocation to Retail Individual Bidders.
Form used by the Applicants to modify the quantity of the Equity Shares or the Applicant
Amount in any of their ASBA Form(s) or any previous Revision Form(s).
QIB Bidders and Non-Institutional Bidders are not allowed to withdraw or lower their
Revision Form
applications (in terms of quantity of Equity Shares or the Bid Amount) at any stage. Retail
Individual Applicants can revise their Application during the Issue Period and withdraw
their Applications until Issue Closing Date.

7
 Term Description
The banks registered with SEBI, offering services, in relation to ASBA where the
Application Amount will be blocked by authorising an SCSB, a list of which is available on
the website of SEBI at
Self-Certified
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=34
Syndicate Bank(s)
or such other website as updated from time to time, and in relation to RIBs using the UPI
/ SCSBs
Mechanism, a list of which is available on the website of SEBI at
https://sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=40 or
such other website as updated from time to time.
TRS / Transaction The slip or document issued by a member of the Syndicate or an SCSB (only on demand),
Registration Slip as the case may be, to the Applicant, as proof of registration of the Application.
Underwriters ISK Advisors Private Limited & Sunflower Broking Private Limited.
Underwriting
The Agreement among the Underwriters and our Company dated July 13,2024.
Agreement
UPI is an instant payment system developed by the NPCI. It enables merging several
Unified Payments banking features, seamless fund routing & merchant payments into one hood. UPI allows
Interface (UPI) instant transfer of money between any two persons’ bank accounts using a payment
address which uniquely identifies a person's bank a/c.
ID created on Unified Payment Interface (UPI) for single-window mobile payment system
UPI ID
developed by the National Payments Corporation of India (NPCI).
Account of the RIIs, applying in the Issue using the UPI mechanism, which will be blocked
UPI ID Linked
upon acceptance of UPI Mandate request by RIIs to the extent of the appropriate
bank account
Application Amount and subsequent debit of funds in case of Allotment.
Mandate request means a request initiated on the RII by sponsor bank to authorize blocking
UPI Mandate
of funds equivalent to application amount and subsequent debit of funds in case of
Request
allotment.
Pursuant to SEBI Circular No. SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 08,
2019, Retail Individual Investors applying in public issue may use either Application
UPI Mechanism
Supported by Blocked Amount (ASBA) process or UPI payment mechanism by providing
UPI ID in the Application Form which is linked from Bank Account of the investor.
UPI PIN Password to authenticate UPI transaction.
U.S. Securities Act U.S. Securities Act of 1933, as amended.
Working Day All trading days of the Stock Exchange excluding Sundays and Bank holidays in Mumbai.

Technical / Industry related Terms

Term Description
CAGR Compound Annual Growth Rate
EBITDA Earnings Before interest Tax, Depreciation and Amortization
EU European Union
F.Y Financial Year
FDI Foreign Direct Investment
FIPB Foreign Investment Promotion Board
GDP Gross Domestic Products
GST Goods and Services Tax
IMF International Monetary Fund
IPO Initial Public offer
KG Kilo Gram
KM Kilo Metres
KMP Key Managerial Personnel

8
 Term Description
MW Mega Watts
No Number
OECD Organisation for Economic Co-operation and Development
RBI Reserve Bank of India
REC Renewable Energy Certificate
ROC Registrar of Companies
RPO Renewable Purchase Obligation
TWh Terawatt-hour
UN United Nations
USD United States Dollar
UT Union Territories

Conventional Terms / General Terms / Abbreviations

Term Description
A/c Account
AGM Annual General Meeting
Alternative Investment Fund as defined in and registered with SEBI under the
AIF Securities and Exchange Board of India (Alternative Investments Funds) Regulations,
2012.
AS / Accounting
Accounting Standards as issued by the Institute of Chartered Accountants of India.
Standards
ASBA Applications Supported by Blocked Amount
AY Assessment Year
BSE BSE Limited
CAGR Compound Annual Growth Rate
Category I foreign
FPIs who are registered as “Category I foreign portfolio investors” under the SEBI FPI
portfolio investor(s) /
Regulations.
Category I FPIs
Category II foreign
FPIs who are registered as “Category II foreign portfolio investors” under the SEBI
portfolio investor(s) /
FPI Regulations.
Category II FPIs
Category III foreign
FPIs who are registered as “Category III foreign portfolio investors” under the SEBI
portfolio investor(s) /
FPI Regulations.
Category III FPIs
CDSL Central Depository Services (India) Limited
CFO Chief Financial Officer
CIN Company Identification Number
CIT Commissioner of Income Tax
Client ID Client identification number of the Applicant’s beneficiary account
Unless specified otherwise, this would imply to the provisions of the Companies Act,
2013 (to the extent notified) and /or Provisions of Companies Act, 1956 w.r.t. the
Companies Act
sections which have not yet been replaced by the Companies Act, 2013 through any
official notification.
Companies Act, 1956 The Companies Act, 1956, as amended from time to time
The Companies Act, 2013 published on August 29, 2013 and applicable to the extent
Companies Act, 2013
notified by MCA till date.
CSR Corporate Social Responsibility

9
Term Description
CST Central Sales Tax
CY Calendar Year
DIN Director Identification Number
DP Depository Participant, as defined under the Depositories Act 1996
Department of Industrial Policy and Promotion, Ministry of Commerce and Industry,
DIPP
GOI.
The Department for Promotion of Industry and Internal Trade, Ministry of Commerce
DPIIT
and Industry.
DP ID Depository Participant’s identification
EBITDA Earnings before Interest, Taxes, Depreciation and Amortization
ECS Electronic Clearing System
EGM Extraordinary General Meeting
EMDEs Emerging Markets and Developing Economies
EPS Earnings Per Share
FCNR Account Foreign Currency Non-Resident Account
FDI Foreign Direct Investment
FEMA Foreign Exchange Management Act, 1999, read with rules and regulations thereunder
Foreign Exchange Management (Transfer or Issue of Security by a Person Resident
FEMA Regulations
Outside India) Regulations, 2017.
Foreign Institutional Investors (as defined under Foreign Exchange Management
FIIs (Transfer or Issue of Security by a Person Resident outside India) Regulations, 2000)
registered with SEBI under applicable laws in India.
FPIs Foreign Portfolio Investors as defined under the SEBI FPI Regulations.
FIPB Foreign Investment Promotion Board
“Fugitive economic offender” shall mean an individual who is declared a fugitive
Fugitive economic
economic offender under section 12 of the Fugitive Economic Offenders Act, 2018 (17
offender
of 2018).
Foreign Venture Capital Investors as defined and registered under the SEBI FVCI
FVCI
Regulations.
FY / Fiscal / Financial Period of twelve months ended March 31 of that particular year, unless otherwise
Year stated.
GDP Gross Domestic Product
GOI/Government Government of India
GST Goods & Services Tax
HNIs High Networth Individuals
HUF Hindu Undivided Family
IAS Rules Indian Accounting Standards, Rules 2015
ICAI The Institute of Chartered Accountants of India
ICSI Institute of Company Secretaries of India
IFRS International Financial Reporting Standards
IMF International Monetary Fund
Indian GAAP Generally Accepted Accounting Principles in India
Indian Accounting Standards prescribed under section 133 of the Companies Act, 2013,
Ind AS
as notified under the Companies (Indian Accounting Standard) Rules, 2015.
Indian GAAP Generally Accepted Accounting Principles in India
ITAT Income Tax Appellate Tribunal
I.T. Act Income Tax Act, 1961, as amended from time to time
IPO Initial Public Offering
ISIN International Securities Identification Number

10
Term Description
KM / Km / km Kilo Meter
Merchant Banker as defined under the Securities and Exchange Board of India
Merchant Banker
(Merchant Bankers) Regulations, 1992.
MoF Ministry of Finance, Government of India
MICR Magnetic Ink Character Recognition
MOU Memorandum of Understanding
NA / N. A. Not Applicable
NAV Net Asset Value
NECS National Electronic Clearing Service
NEFT National Electronic Fund Transfer
NOC No Objection Certificate
NRE Account Non Resident External Account
A person resident outside India, who is a citizen of India or a person of Indian origin,
NRIs and shall have the meaning ascribed to such term in the Foreign Exchange Management
(Deposit) Regulations, 2000.
NRO Account Non Resident Ordinary Account
NSDL National Securities Depository Limited
p.a. per annum
P/E Ratio Price/Earnings Ratio
PAC Persons Acting in Concert
PAN Permanent Account Number
PAT Profit After Tax
PLR Prime Lending Rate
RBI Reserve Bank of India
Regulation S Regulation S under the U.S. Securities Act
RoC Registrar of Companies
ROE Return on Equity
RONW Return on Net Worth
Rupees / Rs. / M Rupees, the official currency of the Republic of India
RTGS Real Time Gross Settlement
SCRA Securities Contract (Regulation) Act, 1956, as amended from time to time.
SCRR Securities Contracts (Regulation) Rules, 1957, as amended from time to time.
SEBI Securities and Exchange Board of India.
SEBI Act Securities and Exchange Board of India Act, 1992.
Securities and Exchange Board of India (Alternative Investments Funds) Regulations,
SEBI AIF Regulations
2012.
Securities and Exchange Board of India (Foreign Institutional Investors) Regulations,
SEBI FII Regulations
1995.
Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations,
SEBI FPI Regulations
2014.
Securities and Exchange Board of India (Foreign Venture Capital Investor)
SEBI FVCI Regulations
Regulations, 2000.
SEBI ICDR Securities and Exchange Board of India (Issue of Capital and Disclosure
Regulations Requirements) Regulations, 2018.
SEBI LODR
Regulations, 2015 / Securities and Exchange Board of India (Listing Obligations and Disclosure
SEBI Listing Requirements) Regulations, 2015 notified on September 2, 2015.
Regulations

11
Term Description
SEBI SAST Securities and Exchange Board of India (Substantial Acquisition of Shares and
Regulations Takeovers) Regulations, 2011.
Securities and Exchange Board of India (Venture Capital Fund) Regulations, 1996, as
SEBI VCF Regulations
repealed by the SEBI AIF Regulations.
Sec. Section
Securities Act U.S. Securities Act of 1933, as amended.
SICA Sick Industrial Companies (Special Provisions) Act, 1985.
STT Securities Transaction Tax
Securities and Exchange Board of India (Substantial Acquisition of Shares and
Takeover Regulations
Takeovers) Regulations, 2011.
TIN Taxpayers Identification Number
TDS Tax Deducted at Source
UPI Unified Payments Interface
US/United States United States of America
USD/ US$/ $ United States Dollar, the official currency of the Unites States of America
VAT Value Added Tax
Foreign Venture Capital Funds (as defined under the Securities and Exchange Board of
VCF / Venture Capital
India (Venture Capital Funds) Regulations, 1996) registered with SEBI under applicable
Fund
laws in India.
Wilful Defaulter(s) Wilful defaulter as defined under Regulation 2(1)(lll) of the SEBI ICDR Regulations.

INDUSTRY RELATED TERMS

Term Description

EPC Engineering, Procurement and Construction

EHV Extra High Voltage
EMF Electromagnetic Field
HV High voltage
MV Medium voltage
GUVNL Gujarat Urja Vikas Nigam Limited
GETCO Gujarat Energy Transmission Corporation Limited
FDI Foreign Direct Investment
GDP Gross Domestic Product
IMF International Monetary Fund
Turnkey Project/ A Turnkey project/ Contract is a contract under which the contractor is responsible for
Contract both the design and construction of a facility.
UGVCL Uttar Gujarat Vij Company Limited
PGVCL Paschim Gujarat Vij Company Ltd.

12
CERTAIN CONVENTIONS; PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA

Certain Conventions

All references to “India” contained in this Red Herring Prospectus are to the Republic of India. In this Red Herring
Prospectus, our Company has presented numerical information in “lakhs” units. One lakhs represents 1,00,000.

Financial Data

Unless stated otherwise, the financial data in this Red Herring Prospectus are derived from our Restated Standalone
Financial Statements prepared for period ended on 30th September, 2024 and for the Fiscal Years ended March 31,
2024, 2023 and 2022 and on consolidated basis for the year ended March 31, 2024 prepared in accordance with
Indian GAAP and the Companies Act and restated in accordance with the SEBI Regulations and Guidance Note on
“Reports in Company Prospectus (Revised 2019)” issued by ICAI, as stated in the report of our Statutory Auditor,
as set out in the chapter titled “Financial Statements as Restated” beginning on page no. 226 of this Red Herring
Prospectus. Our Fiscal Year commences on April 1 and ends on March 31 of the following year. In this Red Herring
Prospectus, any discrepancy in any table, graphs or charts between the total and the sums of the amounts listed are
due to rounding-off.

There are significant differences between Indian GAAP, U.S. GAAP and IFRS. The Company has not attempted to
quantify their impact on the financial data included herein and urges you to consult your own advisors regarding
such differences and their impact on the Company’s financial data. Accordingly, the degree to which the Indian
GAAP financial statements included in this Red Herring Prospectus will provide meaningful information is entirely
dependent on the reader’s level of familiarity with Indian accounting practices. Any reliance by persons not familiar
with Indian accounting practices, Indian GAAP, the Companies Act and the SEBI Regulations on the financial
disclosures presented in this \ Red Herring Prospectus should accordingly be limited. We have not attempted to
explain the differences between Indian GAAP, U.S. GAAP and IFRS or quantify their impact on the financial data
included herein, and we urge you to consult your own advisors regarding such differences and their impact on our
financial data.

Any percentage amounts, as set forth in the section titled “Risk Factors”, chapters titled “Our Business” and
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on page nos. 26,
163 and 302 of this Red Herring Prospectus, respectively, and elsewhere in this Red Herring Prospectus, unless
otherwise indicated, have been calculated on the basis of our audited financial statements prepared in accordance
with Indian GAAP and the Companies Act and restated in accordance with the SEBI Regulations.

Currency, Units of Presentation and Exchange Rates

All references to “Rupees”, “Rs.” or “₹” are to Indian Rupees, the official currency of the Republic of India. All
references to “US$” or “US Dollars” or “USD” are to United States Dollars, the official currency of the United States
of America.

This Red Herring Prospectus may contain conversions of certain US Dollar and other currency amounts into Indian
Rupees that have been presented solely to comply with the requirements of the SEBI Regulations. These conversions
should not be construed as a representation that those US Dollar or other currency amounts could have been, or
can be converted into Indian Rupees, at any particular rate.

13
Definitions

For definitions, please see the Chapter titled “Definitions and Abbreviations” on page no. 1 of this Red Herring
Prospectus. In the Section titled “Main Provisions of Articles of Association” beginning on page no. 395 of this Red
Herring Prospectus, defined terms have the meaning given to such terms in the Articles of Association.

Industry and Market Data

Unless stated otherwise, the industry and market data and forecasts used throughout this Red Herring Prospectus
has been obtained from industry sources as well as Government Publications. Industry sources as well as
Government Publications generally state that the information contained in those publications has been obtained
from sources believed to be reliable but that their accuracy and completeness and underlying assumptions are not
guaranteed and their reliability cannot be assured. Further, the extent to which the industry and market data
presented in this Red Herring Prospectus 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 we conduct our business, and methodologies and assumptions may vary
widely among different industry sources.

14
 FORWARD-LOOKING STATEMENTS

All statements contained in this Red Herring Prospectus that are not statements of historical fact constitute forward-
looking statements. All statements regarding our expected financial condition and results of operations, business,
plans and prospects are forward-looking statements. These forward-looking statements include statements with
respect to our business strategy, our revenue and profitability, our projects and other matters discussed in this Red
Herring Prospectus regarding matters that are not historical facts. Investors can generally identify forward-looking
statements by the use of terminology such as “aim”, “anticipate”, “believe”, “expect”, “estimate”, “intend”,
“objective”, “plan”, “project”, “may”, “will”, “will continue”, “will pursue”, “contemplate”, “future”, “goal”,
“propose”, “will likely result”, “will seek to” or other words or phrases of similar import. All forward looking
statements (whether made by us or any third party) are predictions and are subject to risks, uncertainties and
assumptions about us that could cause actual results to differ materially from those contemplated by the relevant
forward-looking statement.
Forward-looking statements reflect our current views with respect to future events and are not a guarantee of future
performance. These statements are based on our 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.
Further the 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, our
growth and expansion, technological changes, our exposure to market risks, general economic and political
conditions in India and overseas which have an impact on our business activities or investments, the monetary and
fiscal policies of India and other jurisdictions in which we operate, inflation, deflation, unanticipated volatility in
interest rates, foreign exchange rates, equity prices or other rates or prices, the performance of the financial markets
in India and globally, changes in domestic laws, regulations and taxes, changes in competition in our industry and
incidence of any natural calamities and/or acts of violence. Other important factors that could cause actual results
to differ materially from our expectations include, but are not limited to, the following:
Any pandemic or any future pandemic or widespread public health Emergency could adversely affect our business,
results of operations, financial condition and cash flows

• Changes in laws and regulations relating to the sectors/areas in which we operate;

• Our ability to successfully implement our growth strategy and expansion plans;
• Our ability to meet our further capital expenditure requirements;
• Fluctuations in operating costs;
• Our ability to attract and retain qualified personnel;
• Changes in political and social conditions in India, the monetary and interest rate policies of India and
other Countries;
• Conflict of Interest with affiliated companies, the promoter group and other related parties
• General economic and business conditions in the markets in which we operate and in the local, regional,
national and international economies;
• Changes in government policies and regulatory actions that apply to or affect our business.
• Inflation, deflation, unanticipated turbulence in interest rates, equity prices or other rates or prices;
• The occurrence of natural disasters or calamities;
• Inability to adequately protect our trademarks

For further discussions of factors that could cause our actual results to differ, please see the section titled “Risk
Factors”, chapters titled “Our Business” and “Management’s Discussion and Analysis of Financial Condition and
Results of Operations” beginning on page nos. 26, 163 and 302 of this Red Herring Prospectus, respectively.

15
By their nature, certain risk disclosures are only estimates and could be materially different from what actually
occurs in the future. As a result, actual future gains or losses could materially differ from those that have been
estimated. Forward-looking statements speak only as of this Red Herring Prospectus. Our Company, our Directors,
the Book Running Lead Managers, and their respective affiliates or associates do not have any obligation to, and
do not intend 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 requirements, our Company and the Book Running Lead Managers will ensure that
investors in India are informed of material developments until such time as the grant of listing and trading
approvals by the Stock Exchange.

16
 SECTION II OFFER DOCUMENT SUMMARY

A. Summary of Business

RPSL offers services to Renewable Power sector (solar power) and Non-Renewable Power sector. Rajesh
Power Services Limited works as an Engineering, Procurement and Construction (EPC) contractor and
providing services to power transmission and distribution utilities companies. Our Company offers services
of implementation of Turnkey projects for laying Extra High Voltage cables & transmission lines, setting
up Extra High Voltage (EHV) substation, Design and implication of underground power distribution
system. Our company is also in providing service of Operations and Maintenance which includes operating
and maintaining solar plants and EHV substations. Further, the company is also engaged into providing
Utility Services to power plants and power transmission companies, services include cable fault location
and rectification, replacement and retrofitting of transformers and switch gears. RPSL also provides
Consultancy Services with regard to designing of power substations and cable system.

The main clients of the company include major electricity supply companies in Gujarat We cater to private,
Semi government & government companies in power sector. Further refer to list of our top ten customers
in the chapter title “MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS”.

Key Performance Indicators (Based on Standalone Financial Statement)

Particulars 30/09/2024 FY 2023-24 FY 2022-23 FY 2021-22
Revenue from Operations 31,305.99 28,496.98 20,717.94 14,680.88
(₹ in Lakhs)
EBITDA (₹ in Lakhs) 3,607.13 3,198.39 1,254.89 1,023.12
EBITDA Margin (in %) 11.35 10.84 5.94 6.85
Profit After Tax (₹ in 2,768.25
2,602.29 675.15 344.6
Lakhs)
PAT Margin (in %) 8.84 9.13 3.26 2.35
Profit After Tax 2538.98 1,933.78 592.10 341.76
(Excluding. Profit from
LLP) (1) (₹ in Lakhs)
PAT Margin (Excluding. 8.11% 6.79% 2.86% 2.33%
Profit from LLP) (1)

ROE (%) 24.89 36.41 12.17 6.79

ROCE (%) 25.61 29.99 15.15 11.32
*Note:
(1) RPSL invested in partnership firm M/s. HKRP Innovations LLP, where in RPSL is a partner and has stake of 26%
in the capital of the said LLP. M/s. HKRP Innovations LLP has been converted into HKRP Innovations Limited as on
20th July 2024.
(2) The KPIs of our Company have been disclosed in the section “BASIS FOR ISSUE PRICE” beginning on Page no.
137..

17
B. Summary of Industry

India’s transmission segment has undergone a significant transformation over the years, transitioning from
a fragmented network to a well-integrated and interconnected grid. The segment has taken significant
strides in expanding the physical infrastructure of the grid and consolidating it into one of the largest
synchronous grids globally. Looking ahead, as India aims to meet 50 per cent of its generation capacity from
non-fossil fuel sources by 2030, and given the rising significance of electricity in the nation’s energy mix,
substantial investments will be imperative in both the inter-state and intrastate transmission networks.

As of February 2024, the total transmission line length (at 220 kV and above levels) stands at 482,032 ckt.
km, total alternating current (AC) substation capacity at 1,239 GVA and high-voltage direct current (HVDC)
system substation capacity at 33,500 MW. Between 2016-17 and 2022-23, the line length has grown at a
CAGR of 4.2 per cent, while AC and HVDC substation capacities have grown at 8 per cent and 9.4 per cent
respectively. In absolute terms, about 103,490 ckt. km of lines, 425,587 MVA of AC substation capacity and
14,000 MW of HVDC substation capacity have been added during this period. The interregional transfer
capacity has also grown considerably over the years, from approximately 75,050 MW in 2016-17 to 112,250
MW in 2022-23, recording a CAGR of 6.9 per cent. As of February 2024, the interregional transfer capacity
in the country stands at 116,540 MW.
(Source:https://powerline.net.in/2024/04/02/expansion-roadmap-key-trends-and-overview-of-the-power-
transmission-segment/)

C. Our Promoters:

The promoters of our company are Mr. Rajendra Baldevbhai Patel, Mr. Kurang Ramchandra Panchal, Mr.
Utsav Nehal Panchal and Mr. Kaxil Prafulbhai Patel.

D. THE ISSUE

Initial public offer of upto 47,90,000 equity shares of face value of ₹ 10 each (“Equity Shares”) of Rajesh
Power Services Limited (the “company” or “RPSL” or “the Issuer”) for cash at a price of ₹ [●] per share
(including a share premium of ₹ [●] per equity share) (the “issue price”), aggregating to ₹ [●]lakhs (“the
Issue”), comprising of fresh issue of upto 27,90,000 equity shares at ₹ [●] per equity shares aggregating to
₹ [●] lakhs and offer for sale of 20,00,000 equity shares by selling shareholders at ₹ [●] per equity shares
aggregating to ₹ [●] lakhs. the offer includes a reservation of Upto 2,44,000 equity shares of face value of ₹
10 each at a price of ₹ [●] per equity share aggregating to ₹ [●] lakhs for subscription by the market maker
to the offer (the “Market Maker Reservation Portion”). the issue less market maker reservation portion i.e.
issue of upto 45,46,000 equity shares of ₹ 10 each is hereinafter referred to as the “Net Issue”. the issue and
the net issue will constitute 26.60 % and 25.25 %, respectively of the post issue paid up equity share capital
of the company.

Price Band: ₹ 320.00 To ₹335.00 per equity share of face value of ₹ 10/- each and the Issue Price is 32 to 33.5
times of the face value at the lower price band and upper price band respectively. Bid can be made for
minimum of 400 equity shares and the multiples of 400 equity shares thereafter.

18
E. Object of the Issue

The fund requirements for each of the Object of the Issue are stated as below:
(₹ in lakhs)
% of Net Amount to be
Estimated Proceeds funded From
Sr. Amount Net Proceeds
Object
No. (F. Y. 2024-25&
2025-26)
(Means of
Finance)
Capital expenditure
1. i). Purchase of cable identification, testing and fault 1794.82 [●] 1794.82
location equipments
ii). Setting up of DC Solar Power Plant having 416.11 [●]
416.11
capacity of 1300 KW
iii).Inhouse development of Technical Expertise in [●]
Production of Green Hydrogen and associated 300.00 300.00
equipment such as Electrolysers
Total (A) 2510.93 [●] 2510.93
2. Additional Working Capital Requirement 3000.00 [●] 3000.00
3. General Corporate Purpose [●] [●] [●]
Total (B) [●] [●] [●]
Net Proceeds –Total (A+B) [●] [●] [●]

F. Aggregate Pre Issue Shareholding of Promoters and Promoter Group

Set forth is the Pre-Issue shareholding of our Promoter and Promoter Group as a percentage of the paid-
up share capital of the Company: -
Pre-Issue
Category of Promoter As a % of Pre-
No. of Shares
Issued Equity
A. Promoter
Mr. Rajendra Baldevbhai Patel 18,00,000 11.83 %
Mr. Kurang Ramchandra Panchal 18,00,000 11.83 %
Mr. Utsav Nehal Panchal 15,00,000 9.86 %
Mr. Kaxil Prafulbhai Patel 15,00,000 9.86 %
Total (A) 66,00,000 43.37%
B. Promoter Group
Mrs. Beena Panchal 7,75,745 5.10%
Mr. Daxesh Panchal 14,57,207 9.58%
Mr. Nehal Panchal 9,75,744 6.41%
Mrs. Sangita Panchal 1,00,000 0.66%
Mrs. Kokilaben Baldevbhai Patel 3,00,000 1.97%
Mrs. Bhavna Patel 1,69,565 1.11%
Mr. Praful Patel 4,00,000 2.63%

19
 Pre-Issue
Category of Promoter As a % of Pre-
No. of Shares
Issued Equity
Mrs. Anjana Patel 69,565 0.46%
Mr. Krunal Panchal 10,00,000 6.56%
Mr. Vishal Patel 15,00,000 9.86%
Mrs. Hima Patel 4,69,566 3.09%
Mrs. Kalaben Kantibhai Patel 7,00,000 4.60%
Mrs. Jyotsna Ramesh Patel 7,00,000 4.60%
Total (B) 86,17,392 56.63%
Total Promoter /Promoter Group Shareholding(A+B) 15,217,392 100%
C. Public/Others - -
Total (C) - -
Total (A+B+C) 15,217,392 100%

G. Summary of Restated Financial Statement

Based on Restated Standalone Financial Statements (₹in lakhs)

As on 30th For the year ended March 31
Particulars September,
2024 2023 2022
2024
Share Capital 1,521.74 1,521.74 1,521.74 1,521.74
Reserves & Surplus 9,600.48 6,908.31 4,344.06 3,706.95
Net-Worth 11,122.22 8,430.05 5,865.80 5,228.69
Total Revenue 31,785.09 29,506.07 21,117.57 14,936.84
Profit After Tax 2,768.25 2,602.29 675.15 344.60
Earnings Per Share
Basic & Diluted 18.19 17.10 4.44 2.26
Net Asset Value Per Share – Based on 73.09 55.40 38.55 34.36
actual no. of equity shares at the end of the
year.
Total Borrowings
-Long Term* 4,998.35 5,283.16 4,377.64 4,553.75
-Short Term 2,974.69 2,483.92 1,593.56 1,689.58
*Note: Substantial amount of Long-Term Borrowing is unsecured in nature and taken from Directors, Relatives of Directors
and from group entities as Intercorporate deposits. It is quasi equity promoter contribution to meet working capital
requirement. Nominal Interest on the said unsecured amount is paid to comply with provisions of Companies Act, 2013 and
Income Tax Act, 1961.

Based on Restated Consolidated Financial Statements (₹in lakhs)

As on 30th September,
Particulars
2024
Share Capital 1,521.74
Reserves & Surplus 9,686.94
Net-Worth 11,208.68
Total Revenue 32,184.96
Profit After Tax 2,854.72

20
 As on 30th September,
Particulars
2024
Earnings Per Share
Basic & Diluted 18.76
Net Asset Value Per Share – Based on actual no. of equity shares at the end of the 73.66
year.
Borrowings
-Long Term 5,064.82
-Short Term 3,037.89
For further details, see “Summary of Restated Financial Statements”, “Other Financial Information” and “Basis
for the issue Price” on pages 54, 301 and 137 of this RHP.

H. Qualifications by Auditor

There is no Auditor qualification which have not been given effect to in the Restated Standalone and
Consolidated Financial Statements.

I. Summary of Outstanding Litigation are as follows

a. Cases against Company

No. of
Sr. Amount in dispute/demanded to the
Nature of Case Outstanding
No. extent quantifiable (₹ in lakhs) (1)
cases
1. Litigation against our Company
(a) Direct Tax Liabilities 1 0.52
(b) Indirect Tax Liability (Central NIL NIL
Excise)
2. Civil Case for Recovery of Dues NIL NIL
3. Criminal Case for Cheque Return NIL NIL
4. Litigation / Proceedings Involving 1 Amount cannot be ascertained as
Actions by Statutory / Regulatory RPSL is a formal party (Party No. 63)
Authorities to the said proceedings.

b. Cases by Company
No. of Details and Amount in
Sr.
Nature of Case Outstanding dispute/demanded to the extent
No.
cases quantifiable (₹ in lakhs) (1)
1. Litigation filed by our Company
(a) Direct Tax Liabilities NIL NIL
(b) Indirect Tax Liability (Central Excise) NIL NIL
2. Civil Case for Recovery of Dues NIL NIL
3. Criminal Case for Cheque Return NIL NIL

c. Cases by our Director

No. of
Sr. Amount in dispute/demanded to the
Nature of Case Outstanding
No. extent quantifiable (₹ in lakhs) (1)
cases
1. Civil / Criminal Case for NIL NIL

21
 d. Cases by our Promoter

No. of
Sr. Amount in dispute/demanded to the
Nature of Case Outstanding
No. extent quantifiable (₹ in lakhs) (1)
cases
1 Civil Case for NIL NIL
2. Criminal Case for NIL NIL

e. Litigations involving our Group Entities

No. of
Sr. Amount in dispute/demanded to the
Nature of Case Outstanding
No. extent quantifiable (₹ in lakhs) (1)
cases
1 Against our Group Entities NIL NIL
2. By our Group Entities NIL NIL
Note: For further details in relation to legal proceedings involving our Company, Subsidiaries, Promoters and Directors,
refer chapter titled “Outstanding Litigation and Other Material Developments” page no. 320 of this RHP.

J. Reference to Risk Factor

Investors should read chapter titled “Risk Factors” beginning on page no. 26 of this Red Herring Prospectus
to get a more informed view before making any investment decisions.

K. Summary of contingent liabilities

Summary table of our contingent liabilities as indicated in our Restated Standalone Financial Statements
and also certified by our statutory auditors is as follows:
(₹.in lakhs)
For the period As at March 31,

Particulars ended on 30th 2024

2023 2022
September, 2024

Bank Guarantee 4920.00 4920.00 4335.00 5160.00

Income Tax matters 0.52 0.52 NIL NIL

Note: For further information, please refer of Financial Information on page no. 226 of this Red Herring prospectus.

22
L. Summary of related party transactions

Our Company has entered into certain transactions with our related parties including our Promoters,
Promoter Group, Directors and their relatives as mentioned below:
(₹.in lakhs)
30 th For the year ended March 31,
Particulars September
2024 2024 2023 2022
A. Transactions with Director and relatives of Directors
1) Unsecured Loan
Opening 3,707.99 2,529.93 2,726.58 2,215.23
Loan Taken in Current F.Y. 240.67 1056.46 114.16 425.32
Interest given 187.79 305.70 238.87 264.94
Repayment of loan in Current F.Y. 287.60 184.10 549.68 178.90
Closing balance 3,848.85 3,707.99 2,529.93 2,726.58
2) Salary/ Remuneration
Key Managerial Personnel including 185.85 176.39 97.25 69.17
Md/Manager/Wtd
Relative of KMP 31.76 24.17 20.02 20.00
3) Commission/Incentives
Key Managerial Personnel including 469.59 583.56 524.94 642.9
Md/Manager/Wtd
Relative of KMP - - - -
4) Reimbursement Of Expenses
Key Managerial Personnel including - - -
-
Md/Manager/Wtd
5) Dividend - 76.09 38.04 38.04
B. Transactions with Entities over which Directors/KMPs are able to exercise significant influence
1) Sales 998.50 201.35 832.09 33.84
2) Purchase 2484.23 112.53 106.19 294.74
3) Fixed Asset Purchased - - - 48.22
4) Advance for Purchase - 34.77 - -
5) Profit from Partnership Firm 229.27 668.52 83.04 2.84
6) Interest Income from Partnership Firm - 115.64 139.57 92.99
7) Investment in Partnership Firm 33.92 - 370.99 111.08
8) Repayment of Investment in Partnership Firm - 1,797.43 - -
9) Security Deposits (394.24) 474.92 401.24 -
10) Unsecured Loan
Opening 1,468.86 1,655.38 1,582.88 1,203.16
Loan Taken in Current F.Y. 67.50 10.00 209.50 358.74
Interest given 65.64 142.30 141.93 164.97
Repayment of loan in Current F.Y. 596.23 338.82 278.93 144.00
Closing balance 1,005.76 1,468.86 1,655.38 1,582.88
11) Loan/Advances given
Opening 1,196.82 1,124.16 441.94 286.09
Loan/Advance given in Current F.Y. 541.00 241.48 671.39 201.30
Interest Accrued on Loan - 75.22 49.83 31.05
Repayment of Loan/Advance in Current F.Y. 532.96 244.04 39.00 76.50
Closing balance 1,204.86 1,196.82 1,124.16 441.94

23
 Note: For further detailed information about our Related Party Transactions, please refer of Financial Information on
beginning on the page no.226 of this RHP.

M. Financial Arrangement

There are no financing arrangements whereby the Promoter Group, the Directors of our Company who are
the Promoters of our Company, and their relatives have financed the purchase by any other person of
securities of our Company during the period of 6 (six) months immediately preceding the date of this Red
Herring Prospectus.

N. Weighted average price of acquisition of Equity Shares by our Promoters in last one year

In the last one year from the date of RHP, Promoters have not been issued any fresh equity shares. For
details of weighted average price of acquisition of Equity Shares by our Promoters in last one year refer
chapter titled “Capital Structure” beginning on page no. 74 of this Red Herring Prospectus.

O. Average cost of acquisition of Equity Shares by our Promoters

The average cost of acquisition of Equity Shares by our Promoters is:

Sr.
Promoter Average cost (₹) *
No.
1. Mr. Rajendra Baldevbhai Patel 3.36
2. Mr. Kurang Ramchandra Panchal 4.24
3. Mr. Utsav Nehal Panchal Negligible
4. Mr. Kaxil Prafulbhai Patel 3.77
*Average cost of acquisition is calculated on the basis of face value of equity shares of Rs. 10/- each. The average cost of
acquisition of Equity Shares by our Promoter has been calculated by taking into account the amount paid by them to
acquire, by way of fresh issuance or transfer, the Equity Shares less amount received by them for the sale of Equity
Shares through transfer, if any and the net cost of acquisition has been divided by total number of shares held as on
date.
As certified by Practicing Company Secretary, Aanal Satyawadi & Co. Company Secretary vide certificate dated July
30, 2024.

P. Details of Pre-Issue Placement

Our Company does not contemplate any issuance or placement of Equity Shares from the date of this Red
Herring Prospectus till the listing of the Equity Shares.

Q. Issuance of equity shares for consideration Other than cash in the last one year

Our company has not issued Equity Shares for consideration other than cash in last one year.

Note: For further details refer chapter titled “Capital Structure” beginning on page no. 74 of this Red Herring
Prospectus.

24
R. Split/Consideration of Equity shares in the last one year

Our Company has not undertaken a split or consolidation of the Equity Shares in the one year preceding
the date of this Red Herring Prospectus.

S. Exemption from complying with any provisions of securities laws granted by SEBI

As on date of the Red Herring Prospectus, our Company has not availed any exemption from complying
with any provisions of securities laws granted by SEBI.

25
 SECTION III- RISK FACTORS

An investment in Equity Shares involves a high degree of financial risk. You should carefully consider all
information in this Red Herring Prospectus, including the risks described below, before making an investment in
our Equity Shares. The risk factors set forth below do not purport to be complete or comprehensive in terms of all
the risk factors that may arise in connection with our business or any decision to purchase, own or dispose of the
Equity Shares. This section addresses general risks associated with the industry in which we operate and specific
risks associated with our Company. Any of the following risks, as well as the other risks and uncertainties discussed
in this Red Herring Prospectus, could have a material adverse effect on our business and could cause the trading
price of our Equity Shares to decline and you may lose all or part of your investment. In addition, the risks set out
in this Red Herring Prospectus are not exhaustive. Additional risks and uncertainties, whether known or unknown,
may in the future have material adverse effect on our business, financial condition and results of operations, or
which we currently deem immaterial, may arise or become material in the future. To obtain a complete
understanding of our Company, prospective investors should read this section in conjunction with the sections
entitled “Our Business‟ and “Management’s Discussion and Analysis of Financial Condition and Results of
Operations‟ on page nos.163 and 302 of this Red Herring Prospectus respectively as well as other financial and
statistical information contained in this Red Herring Prospectus. Unless otherwise stated in the relevant risk factors
set forth below, we are not in a position to specify or quantify the financial or other risks mentioned herein.

This Red Herring Prospectus also contains forward-looking statements that involve risks and uncertainties. Our
results could differ materially from those anticipated in these forward-looking statements as a result of certain
factors, including events described below and elsewhere in this Red Herring Prospectus. Unless otherwise stated,
the financial information used in this section is derived from and should be read in conjunction with restated
financial information of our Company prepared in accordance with the Companies Act and restated in accordance
with the SEBI (ICDR) Regulations, including the schedules, annexure and notes thereto.

Materiality

The Risk factors have been determined based on their materiality, which has been decided based on
following factors:

1. Some events may not be material individually but may be material when considered collectively.
2. Some events may have an impact which is qualitative though not quantitative.
3. Some events may not be material at present but may have a material impact in the future.

INTERNAL RISK FACTORS

1. Our revenues largely depend on acceptance of the bids submitted to the Government companiesand other
agencies. Our performance could be affected in case majority of the bids are not accepted / awarded.

Our business is substantially dependent on infrastructure projects undertaken by governmental

authorities and other entities funded by Governments. Contracts awarded by central, state and local
governmental authorities are tender-based. We compete with various infrastructure companies while
submitting the tender to Government and other agencies. In case we do not qualify or are not amongst
the lowest bidders, we stand to lose the business. We cannot assure that any of the bids that we submit
would be accepted/ awarded to us; therefore, our ability to procure the business by bidding at the lowest
rates is crucial for our revenues. Further, company prepares the tender as competitive as possible and
bids at the competitive rates to get bids accepted/awarded.

Further the Contracts in the Transmission and Distribution sector are awarded on the basis of pre-
qualification criteria and competitive bidding processes. In selecting contractors for the project, clients

26
 generally limit the tender to contractors they have pre-qualified, based on several criterion including
experience, technical capacity and performance, quality standards, ability to execute the project within
the present timeframe and sophisticated machines. Disqualification on any of these grounds will make
us ineligible for bidding. These pre-qualification criteria are at the discretion of the client and we cannot
assure that we would continue to meet the pre-qualification criteria of our existing clients or prospective
clients. This would have an adverse impact on our procuring new projects, and subsequently, the
financial performance of our Company.

2. Our company is engaged in Engineering, Procurement, and Construction (EPC) activity which is working
capital intensive.

The EPC activity carried on by the Company is working capital intensive. There is always an amount of
risk involved due to longer execution period, fluctuation in material and equipment prices and cost
overrun due to delay in project completion on account of availability of right of way (ROW) and other
necessary clearances, etc. ROW and other clearances are generally in the client’s scope and the Company
will be awarded extension of time in completion of project for any delay on account of ROW and other
clearances. Further, the Company has a robust project review mechanism to identify and address the
factors affecting timely project completion.

For further details of our Business and working capital requirement, please refer chapter titled “Our
Business” and “Restated Financial Information” beginning on Page 163 and 226 of Red Herring
Prospectus.

3. Expansion of Solar Business is at initial stage.

RPSL under the Government of Gujarat’s 1st Solar Scheme (Charanka), owns and operates 1 MW Solar
Power Plant at survey no.859/1 vill, Patdi Surendranagar, Gujarat by entering into long term Power
Purchase Agreement (PPA) for 25 Years with PGVCL which was set up in 2012. Further our company
propose to set up second Solar Plant with capacity of 1300 KW DC at 114 village vasveliya taluka
viramgam in the registration district of Ahmedabad. We have the know-how and sources for required
solar plant and the same is available. The proposed solar plant will be installed on leasehold land. We do
not own several Solar Plants. However we have executed various Renewable Energy Projects having total
capacity of 394.00 MW as an EPC Player for Transmission and Evacuation Schemes in Solar Sector. For
more details about our existing and proposed Solar Projects, please refer chapter titled “About the
company” and “Object of the issue” respectively beginning on page nos.147 and 107 respectively of RHP.

4. There are outstanding legal proceedings involving our Company which may adversely affect our
business, financial condition and results of operations.

There are proceedings pending at different levels of adjudication before various courts, enquiry officers
and appellate forums. Such proceedings could divert management’s time, attention and consume
financial resources in their defence. Further, an adverse judgment in some of these proceedings could
have an adverse impact on our business, financial condition, and results of operations. A summary of the
outstanding proceedings involving our Company as disclosed in this RHP, to the extent quantifiable,
have been set out below:

27
 Name of Entity/ Criminal Tax Proceedings/ Actions by Civil /Other
Promoter/ Director Proceedings/ Aggregate amount statutory or Litigations/
Aggregate involved regulatory Aggregate
amount authorities/ amount
involved Aggregate involved
amount
involved
Company
By our Company NIL NIL NIL NIL
Against our Company NIL Direct Tax 0.52 Lakhs Amount not NIL
quantifiable*
Directors/Promoters/Company
By our directors NIL NIL NIL NIL
Against our directors NIL NIL NIL NIL
/promoters/company
*Note: Amount cannot be ascertained/quantified as RPSL is a formal party (Party No. 63) to the said proceedings.

Orders passed in such proceedings adverse to our interests may affect our reputation and standing and
may have a material adverse effect on our business, results of operations and financial condition. For
further details, please refer “Outstanding Litigation and Material Developments" beginning on page 320
of this Red Herring Prospectus.

5. Our company may incur penalties or liabilities for non-compliance or delay in compliance with certain
provisions of GST Act, Income tax and other applicable laws in the last Three years.

Our company has delayed with compliance with certain provisions including lapsed/ made delay in
certain filings and/or erroneous filing/non-filing of e-forms under applicable acts in the past years. Such
non-compliance or delay with compliance with certain provisions including lapsed/ made delay in
certain filings and/or erroneous filing may incur penalties or liabilities which many affect the results of
operations and financial conditions of the company in near future.

The details of late filing of GST, TDS, EPF, and ESIC Returns in past three years are given below:
Financial Return Return Period Due date Filling Date Delayed
Year Type No. of days
GST ACT
2021-22 GSTR-1 May-21 11-06-2021 18-06-2021 7
GSTR-3B April-21 20-05-2021 31-05-2021 11
GSTR-3B July-21 20-08-2021 21-08-2021 1

2022-23 GSTR-3B April-22 20-05-2021 24-05-2021 4

TDS Return
2021-22 Form 24Q Qtr-3 31-01-2022 01-02-2022 1
Form 26Q Qtr-3 31-01-2022 01-02-2022 1
Form 27Q Qtr-4 31-05-2022 01-02-2023 246
2023-24 Form 26Q Qtr-1 31-07-2023 09-09-2023 40
EPF/ESIC
2021-22 PF May-21 15-06-2021 16-06-2021 1
2022-23 PF April-22 15-05-2022 19-05-2022 4
2021-22 ESIC October-21 15-11-2021 16-11-2021 1
November-21 15-12-2021 17-12-2021 2

28
 December-21 15-01-2022 19-01-2022 4
2022-23 ESIC April-22 15-05-2022 19-05-2022 4
May-22 15-06-2022 17-06-2022 2
August-22 15-09-2022 17-09-2022 2
January-23 15-02-2023 21-02-2023 6

The estimated late filing fees/penalties for these delayed returns may not exceed Rs.64,200/- (Approx.)
Further, we confirm that no any show cause notice in respect to the above has been received by our
company till date and no penalty or fine has been imposed by any regulatory authority in respect to the
same. We confirm that we will make payment of any late filing fees or penalty or interest charged for the
aforesaid delay or late filing to comply with statutory requirements.

It cannot be assured, that there will not be such instance in the future, or our company will not commit
any further delays or defaults in relation to its statutory filing requirements, or any penalty or fine will
not be imposed by any regulatory authority in respect to the same. The happening of such event may
cause a material effect on our financial results and operational position.

Further, the Company has trained its staff for GST return procedures, emphasizing timely filings and
process efficiency. Our company has also established proactive monitoring for filing deadlines. For EPF
returns, the Company has reduced reliance on external consultants by training their staff, ensuring better
control and compliance in the filing process. We are now ensuring that all the compliances should be
completed before the due dates.

6. Our Company has incurred penalties or liabilities for non-compliances with certain provisions of the
Companies Act and other applicable laws in the last three Years.

Our Company has incurred penalties or liabilities for non-compliance with certain provisions including
lapsed/ made delay in certain filings and/or erroneous filing/ non-filing of e-forms under Companies Act
2013 and other laws applicable to it in the past years. Such non-compliances/delay
Compliances/erroneous filing/ Non-Filing/ Non-Registration have incurred the penalties or liabilities
which may affect the results of operations and financial conditions.

Following is the list of Forms filed with ROC for which the company has paid late filing fees/Penalties:

Sr. No. Financial Year Form Date of Filing Reason of Additional

Revised Filing fees paid for
revised/late
Filing (Rs.)
1. 2021-22 AOC-4 XBRL 05/11/2022 Delay in filing 700
2. 2022-23 AOC-4 XBRL 11/11/2023 Delay in filing 1300
3. 2022-23 MGT-7 04/12/2023 Delay in filing 500
No show cause notice in respect to the above has been received by our company till date and no penalty
or fine has been imposed by any regulatory authority in respect to the same. No compounding
application has been filed as company has already paid the additional late/delay filing fees. It cannot be
assured, that there will not be such instance in the future, or our company will not commit any further
delays or defaults in relation to its reporting requirements, or any penalty or fine will not be imposed by
any regulatory authority in respect to the same. The happening of such event may cause a material effect
on our financial results and operational position.

Further, Following are the Measures which have been taken to correct such non-compliances:

1. We have appointed in house company secretary for the secretarial compliances.

29
 2. We have Developed a detailed calendar with deadlines for each form and key milestones to ensure
timely submission.
3. We have prepared checklists to ensure that all necessary forms are filed before deadline and Senior
executives are regularly monitoring the timely compliance.

We shall attempt to comply in spirit and in law with all the laws applicable to the issuer company.

7. One of our objects of the Offer is to set up 1300 Kw DC Solar Plant. We do not own the land in which
our proposed Solar Plant is going to be set up and the same are on lease arrangement with family
members of promoter. Any termination of such lease and/or non-renewal thereof and attachment could
adversely affect our operations.

We are planning to set up our owned 1300 Kw DC Solar Plant at the following location which is taken by
our company on lease or rent basis from our promoter Mr. Rajendra Baldevbhai Patel & family members
of our promoter at an arm’s length price (i.e at fair market rate).

Address of Name of the Lessor Tenure Consideration Area

Land
114 village 1) Mr. Praful 12 Years Rs.50,000/- P.m. 4 acres
vasveliya taluka Baldevbhai commencing (Exclusive of GST) approx.
viramgam in the Patel from 1st with escalation of 5% 1,74,240 Sq.
registration 2) Mr. Rajendra September,2024 every three year feet
district of Baldevbhai Patel to 30th August
Ahmedabad 3) Mr.Vishal 2036
Hemantbhai Patel
Supplementary
deed executed
on 15th
October, 2024.

Unless it is renewed, or upon termination of the lease, we are required to return the land of our Solar
Plant Project to the Lessor. There can be no assurance that the term of the agreements will be renewed on
commercially acceptable terms and in the event the Lessor terminates or does not renew the agreements,
we are required to vacate the said land where operational activities are carried out. In such a situation,
we have to identify and take alternative land and enter into fresh lease or leave and licence agreement at
less favourable terms and conditions to shift our Solar Plant Project. Such a situation could result in time
overruns and may adversely affect our operations temporarily.

8. We are at an early stage to develop expertise in Hydrogen Electrolyser and it majorly depends upon the
execution and implementation of the project as per our plan as it is a long-term project.

We have decided to develop expertise in Hydrogen Electrolyser and decided to invest about Rs.300 lacs
to develop in-house expertise through appointment of required technical and support staff and take
assistance from expert consultant for smooth and quick development of required resources and
organization and to build up team for taking up turnkey project for installation of Hydrogen Electrolyser.
Implementation of this may take some time and we may not get the desired result within one or two
years.

Though RPSL is actively involved in renewable energy business through own solar plant and execution
of solar plant project for the other parties. However, this development of expertise will be acquired with
the help of experts and tie up with institutions like BARC, and inhouse team of technical people. Mr. B.B.
Chauhan, who is having several years of experience and expertise in renewable energy is appointed to

30
 develop business in Hydrogen Electrolyser. For more details about Hydrogen Electrolyser please refer
chapter titled “Object of the issue” begins on page no.107 of this RHP.

9. Our business is manpower intensive and any unavailability of our employees or shortage of contract
labour or any strikes, work stoppages, increased wage demands by workmen or changes in regulations
governing contractual labour may have an adverse impact on our cash flows and results of operations.

Our business is manpower intensive and we are dependent on the availability of our permanent
employees and the supply of a sufficient pool of contract labourers at our project locations. Unavailability
or shortage of such a pool of workmen or any strikes, work stoppages, increased wage demands by
workmen or changes in regulations governing contractual labour may have an adverse impact on our
cash flows and results of operations. The number of contract labourers employed by us varies from time
to time based on the nature and extent of work contracted to us and the availability of contract labour.
We may not be able to secure the required number of contractual labourers for the timely execution of
our projects for a variety of reasons including, but not limited to, possibility of disputes with sub-
contractors, strikes, less competitive rates to our sub-contractors as compared to our competitors or
changes in labour regulations that may limit availability of contractual labour.

We are subject to laws and regulations relating to employee welfare and benefits such as minimum wage,
working conditions, employee insurance, and other such employee benefits and any changes to existing
labour legislations, including upward revision of wages required by such state governments to be paid
to such contract labourers, limitations on the number of hours of work or provision of improved facilities,
such as food or safety equipment, may adversely affect our business and results of our operations.

Further, there can be no assurance that disruptions in our business will not be experienced if there are
strikes, work stoppages, disputes or other problems with sub-contractors or contract labourers deployed
at our projects. This may adversely affect our business and cash flows and results of operations.

We shall attempt to comply in spirit and in law with all the laws applicable to the issuer company.

10. Our failure to perform in accordance with the standards prescribed in work order of our client could
result in loss of business or payment of liquidated damages and any delay in the schedule of our under-
construction projects may be subject to cost overruns and can impact our reputation and future projects.

Our Company deals in EPC projects and any schedule delays can significantly impact the project's overall
success. Design changes, procurement delays, regulatory issues, and weather problems represent some
common scheduling challenges our EPC projects encounter. As on the date of this Red Herring
Prospectus, we have Ongoing Projects that are under construction and development. The development
of such projects is subject to substantial risks, including various planning, engineering and construction
risks. Further we follow a detailed schedule, regularly monitoring progress, updating project status, and
identifying changes, to ensure that the project stays on track. We are required to obtain necessary
regulatory approvals and permits for power transmission projects can be a time-consuming process.
Delays in obtaining these approvals can push back project timelines and increase costs. Power
transmission projects may face environmental challenges, severe weather events may lead to delays and
increased project cost. Disputes over land rights, environmental impact assessments, and mitigation
measures can lead to project delays and added costs.

Any delays in the completion of our projects may adversely affect our ability to generate expected returns
as contracts awarded by governmental authorities or entities funded by government includes penal
clause which include monetary liability.

For further details of our Business, please refer chapter titled “Our Business” beginning on Page 163 of
Red Herring Prospectus.

31
11. Risks inherent to power sector projects could materially and adversely affect our business, financial
condition and results of operations

Power sector projects have long gestation periods before they become operational and carry project-
specific as well as general risks. These risks are generally beyond our control and include:

▪ Changes in government and regulatory policies relating to the power sector;

▪ Delays in the construction of projects we are engaged on;
▪ Adverse changes in demand for, or the price of, power generated or distributed by the projects we
are engaged on;
▪ The willingness and ability of consumers to pay for the power produced by projects we are
engaged on;
▪ Increased project costs due to environmental challenges and changes in environmental regulations;
▪ Failure of third parties such as contractors, sub-contractors and others to perform on their
contractual obligations in respect of projects we are engaged on;
▪ Economic, political and social instability or occurrences such as natural disasters, armed conflict
and terrorist attacks, particularly where projects are located or in the markets they are intended to
serve;
▪ Delay in obtaining/renewing regulatory or environmental clearances and suspension or
cancellation due to non-conformity with conditions stipulated under the clearance; and

In addition, any significant change in the project plans of our clients or change in our relationship with
these existing clients may affect our business prospects. Furthermore, successful implementation of the
projects we are engaged on are dependent on our client’s financial condition, as any adverse change in
their financial condition may affect the financing and consequently the implementation of the projects.
In the event the power projects we are engaged on are cancelled or delayed or otherwise adversely
affected, our results of operations and financial condition could be affected.

For further details of our Business, please refer chapter titled “Our Business” beginning on Page 163 of
Red Herring Prospectus.

12. The construction, operation and maintenance of our transmission systems involves significant risks that
may cause injury to people or property and that may lead to significant disruption to our business and
consequent decreases in our revenues.

The construction, operation and maintenance of our transmission lines and power substations involves
significant risks and a number of factors could increase our maintenance needs, reduce the availability of
our transmission systems, or result in forced outages, suspension of our operations, personal injury, loss
of life, or damage to property.

In addition, our business requires our employees and contractors to work under potentially dangerous
circumstances (such as working on high elevation). Our operations are subject to hazards associated with
the handling of dangerous materials, working on heights and working on live lines. If improperly
handled or subjected to unsuitable conditions, such dangerous materials, which are used in our power
substations and in our transmission equipment, could injure our employees, contract labourers or other
persons, damage our properties and properties of others or harm the environment. Other hazards
associated with our business include electrocution, falls, confined spaces, difficult and dangerous
terrains, fire and explosions, strains and fractures. Despite compliance with requisite safety requirements
and standards, due to the nature of the materials and circumstances our employees and contractors work
under, we may be liable for certain costs, including costs for health-related claims, or removal or
treatment of hazardous substances, including claims and litigation from our current or former employees
for injuries arising from occupational exposure to materials or other hazards at our power substations

32
 and transmission facilities. This could subject us to significant disruption in our business and to legal and
regulatory actions, which could materially adversely affect our business, prospects, financial condition,
cash flows and results of operations.

13. We have experienced negative operating cash flows in the past. Any operating losses or negative cash
flows in the future could adversely affect our results of operations and financial conditions.

As per our Restated Financial Statements, our cash flows from operating activities are as set out below:
(₹ in lakhs)
Particulars As on 30 th For The Year Ended 31st March,
September, 2024 FY 2024 FY 2023 FY 2022
(Standalone) (Standalone) (Standalone) (Standalone)
Net cash from operating 3338.42 (1,466.24) 1,535.79 651.91
activities

Cash flow of a company is a key indicator to show the extent of cash generated from operations to meet
capital expenditure, pay dividends, repay loans and make new investments without raising finance from
external resources. 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. For further details regarding reasons for changes in cash
flows, please refer chapter titled “MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS” beginning on Page no. 302.

14. Our current business operations in Renewable energy sector may not serve as an adequate basis
to judge our future prospects, results of operations and cash flows in new renewable areas
including green hydrogen.

All our current business operations in new renewable areas including green hydrogen are under
development stage. Accordingly, our new renewable energy area including green hydrogen may not be
an adequate basis for evaluating our business prospects and financial performance and make it difficult
to predict the future results in our new renewable area including green hydrogen operations. In addition,
the renewable energy industry in India is relatively young and has only seen significant growth over the
past decade. Currently we are in process of diversifying our renewable energy project portfolio by
developing in-house expertise in Green Hydrogen Electrolyser. This expertise will help us in exploring
new business in future as and when there is demand for using green hydrogen in power sector. Please
refer to Chapter titled “Object of the issue” beginning on page no. 107 of Red Herring Prospectus.

15. We have incurred substantial indebtedness which exposes us to various risks which may have an adverse
effect on our business and the results of operations.

As of September 30, 2024, we have ₹ 8,102.71 Lakhs and ₹7,903.04 Lakhs of outstanding debt as per
Restated Consolidated and Standalone financials of the Company repectively.

Our level of indebtedness has important consequences to us, such as:

• Increasing our vulnerability to general adverse economic, industry and competitive conditions;
• Limiting our flexibility in planning for, or reacting to, changes in our business and the industry;
• Affecting our credit rating;
• Limiting our ability to borrow more money both now and in the future; and
• Increasing our interest expenditure and adversely affecting our profitability, since almost all of our
debt bears interest.

33
 16. Our Order Book may not be representative of our future results and our actual income may be
significantly less than the estimates reflected in our Order Book, which could adversely affect our results
of operations.

Our Company’s Order Book as of a particular date comprises the estimated revenues from our ongoing
contracts i.e., the total contract value. Our contracts generally do not have any clause relating to escalation
or change in work scope. The manner in which we calculate and present our Company’s Order Book
information may vary from the manner in which such information is calculated and presented by other
companies, including our competitors. The Order Book information included in this Red Herring
Prospectus does not necessarily indicate our future earnings. Our Order Book should not be considered
in isolation or as a substitute for performance measures. Further, the order book of our company is based
on the management estimates. As of the date of this RHP, our Company had an Order Book of
₹2,35,817.18 Lakhs ,and comprised projects relating to Turnkey based contracts, Design Engineering
Procurement, Construction of substation etc. For further details on our Order Book, see “Object of the
issue” – Additional Working Capital– Order Book” beginning on page 107 of this RHP. We may not be
able to achieve our expected margins or may even suffer losses on one or more of these work orders or
we may not be able to realise the revenues which we anticipated in such projects. The realization of our
Order Book and the effect on our results of operations may vary significantly from one reporting period
to another reporting period depending on the nature of contracts and actual performance of such
contracts. If we do not achieve our expected margins or suffer losses in one or more of these contracts,
this could have a material adverse effect on our results of operations and financial condition.

17. Our Top 5 customers contribute a significant portion of our revenue from operations

As per our current nature of business model, our company generate majority of our revenue from top 5
customers. Top five customers of our company for the financial year ended 2023-24, 2022-23 and 2021-22
contributed for 19,255.10/- lakhs (67.57% of revenue from operations), 11,637.26 Lakhs (56.17% of revenue
from operations), 9,561.32 Lakhs (65.13% of revenue from operations) respectively for all three years of
our sales. Further for the period ended on September 30,2024 our top five customers contributed for ₹
21,846.67 lakhs (69.78 % of revenue from operations). Although, we believe that we will not face
substantial challenges in maintaining our business relationship with them or finding new customers, we
cannot assure that we shall generate the same quantum of business, or any business at all, and the loss of
business from one or more of them may adversely affect our revenue and operations. However, the
composition and revenue generated from their customers might change as we continue to add new
customers in the normal course of business.

The details of the same is mentioned in the table below:

Particulars September 30, 2024 March 31, 2024 March 31, 2023 March 31, 2022
Top 1 Customers (%) 56.14% 34.98% 12.25% 25.59%
Top 3 Customers (%) 59.99% 58.64% 47.68% 59.02%
Top 5 Customers (%) 69.78% 67.57% 56.17% 65.13%

Our revenue substantially comes from tender of Government entities. Our Top 5 customers are
Government companies. For details of our top 10 customers, please refer chapter titled “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” beginning on page. 302 of this RHP.

18. Our ability to access capital at attractive costs depends on our credit ratings. Non-availability
of credit ratings or a poor rating may restrict our access to capital and thereby adversely affect
our business, financial conditions, cash flows and results of operations.

34
 The cost and availability of capital depends on our credit ratings. The following table sets forth our
details of credit rating received from CRISIL for the year 2024:

Rating Agency Instruments Issue Credit Rating Year

Size (Rs. In Lakhs)
CRISIL Ratings Bank Loan 12,800 CRISIL 2024
Facilities- Cash BBB/Stable
Credit
CRISIL Ratings Bank Loan 3,700 CRISIL A3+ 2024
Facilities- Bank
Guarantee

Credit ratings reflect the opinion of the rating agency on our management, track record, diversified
clientele, increase in scale and operations and margins, medium term revenue visibility and operating
cycle.

While we have not experienced downgrading in our credit ratings received recently, any downgrade in
our credit ratings or our inability to obtain such credit rating in a timely manner or any non-availability
of credit ratings, or poor ratings, could increase borrowing costs, will give the right to our lenders to
review the facilities availed by us under our financing arrangements and adversely affect our access to
capital and debt markets, which could in turn adversely affect our interest margins, our business, results
of operations, financial condition and cash flows.

19. If we do not successfully develop new renewable energy sources or systems like our green
hydrogen initiative in a timely and cost-effective manner, our business, financial condition,
cash flows and results of operations may be adversely affected.

As part of our business strategies, we intend to further diversify our renewable energy project portfolio
by entering into new renewable areas including green hydrogen. The development and
commercialisation of new areas like green hydrogen is complex, time-consuming, costly and involves a
high degree of business risk. We may not be able to successfully gain expertise or encounter unexpected
delays in developing business in Green Hydrogen. In addition, the development and commercialisation
of such new renewable offerings is characterised by significant upfront costs, including costs associated
with R&D and development activities. Our planned investments in these areas could result in higher
costs, especially in the event of cost overruns, without a proportionate increase in revenues. Our
company has not started generating any revenue from this object of the issue as on the date of this Red
herring prospectus.

Accordingly, if we do not successfully develop new renewable area- green hydrogen in a timely, cost-
effective manner; our business, financial condition, cash flows and results of operations may be
adversely affected.

20. We require certain approvals and Licenses in the ordinary course of business and the failure to
successfully obtain/renew such registrations would adversely affect our operations, results of operations
and financial condition.

We are governed by various laws and regulations for our business and operations. We are required, and
will continue to be required, to obtain and hold relevant Licenses, approvals and permits at state and

35
 central government levels for doing our business. The approvals, Licenses, registrations and permits
obtained by us may contain conditions, some of which could be onerous. While we have obtained a
significant number of approvals, Licenses, registrations and permits from the relevant authorities. There
can be no assurance that the relevant authority will issue an approval or renew expired approvals within
the applicable time period or at all. Any delay in receipt or non-receipt of such approvals, Licenses,
registrations and permits could result in cost and time overrun or which could affect our related
operations. Furthermore, under such circumstances, the relevant authorities may initiate penal action
against us, restrain our operations, impose fines/penalties or initiate legal proceedings for our inability
to renew/obtain approvals in a timely manner or at all.

These laws and regulations governing us are increasingly becoming stringent and may in the future
create substantial compliance or liabilities and costs. While we endeavor to comply with applicable
regulatory requirements, it is possible that such compliance measures may restrict our business and
operations, result in increased cost and onerous compliance measures, and an inability to comply with
such regulatory requirements may attract penalty. For further details regarding the material approvals,
Licenses, registrations and permits, which have not been obtained by our Company or are, pending
renewal, see “Government and Other Approvals” on page 324 of this Red Herring Prospectus.

Furthermore, we cannot assure you that the approvals, Licenses, registrations and permits issued to us
will not be suspended or revoked in the event of non-compliance or alleged non-compliance with any
terms or conditions thereof, or pursuant to any regulatory action. Any suspension or revocation of any
of the approvals, Licenses, registrations and permits that has been or may be issued to us may affect our
business and results of operations.

21. Some of the statutory approvals and property (ies) taken on lease by our Company are required to be
transferred in the name of “Rajesh Power Services Ltd.” from “Rajesh Power Services Pvt. Ltd.”,
pursuant to conversion from private limited to public limited company. Any failure to obtain and renew
them or failure to transfer them in name of “Rajesh Power Services Ltd.” in a timely manner may affect
our business operations.

Our Company is in the process of updating some of its certificates/ Licenses with respect to the details of
our offices or updating of its name from “Rajesh Power Services Pvt. Ltd.” to “Rajesh Power Services
Ltd.” after the conversion. For more information on the Licenses obtained by our Company and the
Licenses applied for by our Company, please refer chapter titled "Government and other Key Approvals"
beginning on page no. 324 of the RHP and the property owned by our company are mentioned in chapter
titled “Our Business” beginning on page no. 163 of the RHP.

22. In addition to normal remuneration, other benefits and reimbursement of expenses our Directors
(including our Promoter) and Key Management Personnel are interested in our Company to the extent of
their shareholding and dividend entitlement in our Company.

Our Directors (including our Promoters) and Key Management Personnel are interested in our Company
to the extent of their shareholding and dividend entitlement in our Company, in addition to normal
remuneration or benefits and reimbursement of expenses. We cannot assure you that our Directors or
our Key Management Personnel would always exercise their rights as Shareholders to the benefit and
best interest of our Company. As a result, our Directors will continue to exercise significant control over
our Company including being able to control the composition of our board of directors and determine
decisions requiring simple or special majority voting, and our other Shareholders may be unable to affect
the outcome of such voting. Our Directors may take or block actions with respect to our business, which
may conflict with our best interests or the interests of other minority Shareholders, such as actions with
respect to future capital raising or acquisitions. We cannot assure you that our Directors will always act

36
 to resolve any conflicts of interest in our favour, thereby adversely affecting our business and results of
operations and prospects.

23. We are subject to performance risk from third-party contractors, and operational risks associated with
the engagement of third party contractors and our employees.

We also rely on third-party contractors and our employees for the development, construction and
operation of our projects as well as other business operations. While we maintain a diversified set of
vendors, we remain subject to the risk that the third-party contractors will not perform their obligations.
If the third-party contractors do not perform their obligations or if they deliver any components that have
a manufacturing defect or do not comply with the specified quality standards and technical
specifications, we may have to enter into new contracts with other contractors at a higher cost or suffer
schedule disruptions. Changing a contractor may incur additional costs in finding a replacement service
provider or experience significant delays.

In addition, if any of our employees or third-party contractors take, convert, or misuse funds, documents,
or data, or fail to follow protocol when interacting with consumers and regulators, we could be liable for
damages and subject to regulatory actions and penalties. We could also be subject to civil or criminal
liability. It is not always possible to identify and deter misconduct or errors by employees or third-party
contractors, and the precautions we take to detect and prevent these activities may not be effective in
controlling unknown or unmanaged risks or losses. Our resources, technologies and fraud prevention
tools may be insufficient to accurately detect and prevent fraud. Any of these occurrences could diminish
our ability to operate our business, increase our potential liabilities to consumers and merchants, and
may lead to an inability to attract future projects, cause reputational damage, attract regulatory
intervention, and cause financial harm, any or all of which could negatively impact our business, cash
flows, financial condition, prospects and results of operations.

24. The public sector unit in order to rule out errors in the execution of a project, issues standard operating
procedure and drawings of the transmission lines which need to be laid and the manner of doing the
same, which makes the execution process seamless and fail proof.

The Public sector undertakings follows the practice of issuing Standard Operating Procedure (SOP) and
drawings of the transmission lines which need to be followed by the company through the project life. If
our company fails to follow standard operating procedure and drawings provided by them or does not
meet the quality standard our company may lose the business from such undertakings in future which
will significantly affect our revenue and going concern.

For further details of our Business, please refer chapter titled “Our Business” beginning on Page 163 of
this Red Herring Prospectus.

25. We may not be able to adequately protect or continue to use our intellectual property.

The Trademark Application of our brand name “RAJESH POWER SERVICES LIMITED” with the logo
used by our company in most of its products is pending for approval with the Registrar
of Trademarks in India, under the Trademarks Act, 1999. For details of our intellectual property rights,
see “Government and Other Statutory Approvals” on page 324 of this Red Herring Prospectus. There can
be no assurance that our trademark application will be accepted, and the trademark will be registered.
Any other vendor in the similar line of business as ours may use the above mentioned trademark and we
may have a lesser recourse to initiate legal proceedings to protect our brand name. In the event we are
not able to obtain registrations due to opposition by third parties or if any injunctive or other adverse
order is issued against us in respect of our trademark for which we have applied for registration, we may

37
 not be able to use such trademark and / or avail the legal protection or prevent unauthorised use of such
trademark by third parties, which may adversely affect our goodwill and business.

The registration of intellectual property including trademarks is a time-consuming process and there can
be no Assurance that any registration applications we may pursue will be successful and that such
registration will be granted to us. If we fail to register the appropriate intellectual property, or our efforts
to protect relevant intellectual property prove to be inadequate, the value attached to our brand and
proprietary rights could deteriorate, which could have a material adverse effect on our business growth
and prospects, financial condition, results of operations, and cash flows. In particular, the use of similar
trade names by third parties may result in confusion among our customers, and we are exposed to the
risk that entities in India and elsewhere could pass off their services as our services, including imitation
products, which may adversely affect our Company, resulting in a decrease in market share due to a
decrease in demand for our services. It may not only result in loss of sales but also adversely affect our
reputation and consequently our future sales and results of operations. In the event of such unauthorized
use, we may be compelled to pursue legal action for the protection of our brand and intellectual property,
which may divert our attention and resources thereby affecting our business operations. Any litigation,
whether or not it is resolved in our favour, could result insignificant expense to us and divert the efforts
of our technical and management personnel, which may adversely affect our business operations or
financial results. For any of these reasons, despite our efforts, we may be unable to prevent third parties
from infringing upon or misappropriating our intellectual property.

26. We have in past entered into related party transactions and we may continue to do so in the future.

As of Financial Year ended on March 31st, 2024, we have entered into several Related Party Transactions.
With our Promoters, individuals and entities forming a part of our promoter group relating to our
operations. In addition, we have in the past also entered into transactions with other related parties. For
further details, please refer to the chapter titled “Restated Financial Information”–Notes to Financial
Information- Annexure IX - Related Party Transactions” at page no. 261 of Red Herring Prospectus of
Rajesh Power Services Limited. As per the certificate dated 05 th September, 2024 by the auditor all our
related party transactions have been conducted on an arm’s length basis, we cannot assure you that we
may not have achieved more favourable terms had such transactions been entered into with unrelated
parties. We confirm that the related party transactions are conducted on arm’s length basis and are in
compliance with the provisions of Companies Act 2013 and other applicable laws. There can be no
assurance that such transactions, individually or taken together, will not have an adverse effect on our
business, prospects, results of operations and financial condition, including because of potential conflicts
of interest or otherwise. In addition, our business and growth prospects may decline if we cannot benefit
from our relationships with them in the future.

27. Our ability to attract, train and retain executives and other qualified employees is critical to our
business, results of operations and future growth.

Our business and future growth is substantially dependent on the continued services and performance
of our key executives, senior management and skilled personnel, especially personnel with experience in
our industry. In particular, our executive directors and our senior management are critical to the overall
management of our Company. Their inputs and experience are also valuable for the development of our
services, our work culture and the strategic direction taken by our Company. Further, our business
depends upon our employees for its successful execution. Some of our key management has been with
our Company since long; however, any of them may choose to terminate their employment with us at
any time. We cannot assure you that we will be able to retain these employees or find equally qualified
and experienced replacements in a timely manner, or at all. We may require a long period of time to hire
and train replaced personnel when skilled personnel terminate their employment with our Company.
Our ability to compete effectively depends on our ability to attract new employees and to retain and

38
 motivate our existing employees. We may be required to increase our levels of employee compensation
more rapidly than in the past to remain competitive in attracting skilled employees that our business
requires. If we do not succeed in attracting well-qualified employees or retaining or motivating existing
employees, our business and prospects for growth could be adversely affected.

28. Prior to handing over a completed project, inspections are undertaken by officials of the public sector
units to ascertain errors or deviation from the procedures or drawings while executing the project.

The projects awarded by public sector units, undergoes various quality checks and inspections by the
officials of Public sector units to ascertain errors or deviation from the procedures or drawings while
executing the project. The company ensures to get all procedures are followed but any lapse or errors
committed by the labourers, supervisors or project manager which are engaged in the process it will
result in delay or extra cost to the company to correct those errors in order to clear the process of
inspection, this may affect our revenue.

29. If we fail to maintain an effective system of internal controls, we may not be able to successfully manage
or accurately report our financial risk.

Effective internal controls are necessary for us to prepare reliable financial reports and effectively prevent
and detect any frauds or misuse of funds. Moreover, any internal controls that we may implement, or
our level of compliance with such controls, may decline over time. There can be no assurance that
additional deficiencies or lacks in our internal controls will not arise in the future, or that we will be able
to implement and continue to maintain adequate measures to rectify or mitigate any such deficiencies of
lacks in our internal controls. If internal control weaknesses are identified in a delayed manner, our
actions may not be sufficient to correct such internal control weakness. Such instances may also adversely
affect our reputation, thereby adversely impacting our business, results of operations and financial
condition.

30. We are dependent on our Individual Promoters and our management team and the loss of, or our inability
to hire, retain, train, and motivate qualified personnel could adversely affect our business, results of
operations and financial condition.

Our ability to compete in this highly competitive industry depends upon our ability to attract, motivate,
and retain qualified personnel. We are significantly dependent on the continued contributions and client
relationships of our management and on our senior leadership led by our Individual Promoters,
management team and key managerial personnel. The loss of the services of our key personnel and any
of our other executive officers, and our inability to find suitable replacements, could result in a decline in
sales, delays in product development, and harm to our business and operations.

At times, we have experienced, and we may continue to experience, difficulty in hiring and retaining
personnel with appropriate qualifications, and we may not be able to fill positions in a timely manner or
at all or may need to implement measures such as salary cuts due to external reasons. As of 31st October,
2024, we had 1030 employees. We cannot guarantee that we will be able to recruit and retain qualified
and capable employees.

We may incur significant costs to attract and recruit skilled personnel, and we may lose new personnel
to our competitors or other similar companies before we realize the benefit of our investment in recruiting
and training them. If we fail to attract new personnel or fail to retain and motivate our current personnel
who are capable of meeting our growing technical, operational, and managerial requirements on a timely
basis or at all, our business may be harmed.

39
31. Our Company’s performance in the past may not be an indicative factor for our Company’s future growth
or performance.

We have experienced and may continue to experience, rapid growth and organizational change, which
has placed, and may continue to place, significant demands on our management, operational and
financial resources. In addition, we have international clients, from various countries. We plan to
continue to expand our international operations into other countries in the future, which will place
additional demands on our resources and operations. We may need to scale and adapt our operational,
financial and management controls further, as well as our reporting systems and procedures to manage
this complexity and our increased responsibilities as a public listed company. This will require us to
invest in and commit significant financial, operational and management resources to grow and change
in these areas without undermining the corporate culture that has been critical to our growth so far. These
investments will require significant expenditures, and any investments we make will occur in advance
of the benefits from such investments, making it difficult to determine in a timely manner if we are
efficiently allocating our resources. If we do not achieve the benefits anticipated from these investments,
or if the achievement of these benefits is delayed, or if we are unable to achieve a high level of efficiency
as our organization grows, in a manner that preserves the key aspects of our culture, our business, results
of operations and financial condition may be adversely affected.

32. Maintaining our Company image and reputation among existing and potential clients is critical to our
success, and any failure to do so could damage our reputation and brand.

Since many of our specific clients’ engagements involve highly tailored solutions, our corporate
reputation is a vital factor in our clients’ and potential clients’ determination of whether to continue
engaging us or hire us for prospective services. We believe that our Company and brand name and
reputation are important corporate assets that help distinguish our services from those of our competitors
and also contribute to our efforts to recruit and retain talented professionals.

However, our corporate reputation is susceptible to damage by various factors such as actions or
statements made by current or former employees or clients, competitors in legal proceedings, as well as
members of the investment community and the media. There is a risk that negative information about
our Company, even if based on false rumors or misunderstandings, could adversely affect our business.
Any negative news relating to us might also affect our reputation, goodwill and brand value. In
particular, damage to our reputation could be difficult and time-consuming to repair, especially due to
the competitiveness in our industry, which could make potential or existing clients reluctant to select us
for new engagements, resulting in a loss of business, and could adversely affect our employee recruitment
and retention efforts. Damage to our reputation could also reduce the value and effectiveness of our
brand name, could reduce investor confidence in us, affect the price of our Equity Shares and adversely
affect our ability to grow our business and our results of operations and financial condition.

33. Any variation in the utilization of the Net Proceeds would be subject to certain compliance requirements,
including prior shareholders’ approval.

We propose to utilize the Net Proceeds towards the objects of the Company as mentioned in chapter
titled “Objects of the Issue” beginning on page 107 of this RHP. At this stage, we cannot determine with
any certainty if we would require the Net Proceeds to meet any other expenditure or fund any exigencies
arising out of competitive environment, business conditions, economic conditions or other factors beyond
our control. In accordance with Sections 13(8) and 27 of the Companies Act, 2013, we cannot undertake
any variation in the utilization of the Net Proceeds without obtaining the shareholders’ approval through
a special resolution. In the event of any such circumstances that require us to undertake variation in the
disclosed utilization of the Net Proceeds, we may not be able to obtain the shareholders’ approval in a

40
 timely manner, or at all. Any delay or inability in obtaining such shareholders’ approval may adversely
affect our business or operations.

Further, our Promoters would be liable to provide an exit opportunity to shareholders who do not agree
with our proposal to change the objects of the Issue or vary the terms of such contracts, at a price and
manner as prescribed by SEBI. Additionally, the requirement of our Promoters to provide an exit
opportunity to such dissenting shareholders may deter the Promoters from agreeing to the variation of
the proposed utilisation of the Net Proceeds, even if such variation is in the interest of our Company.
Further, we cannot assure you that the Promoters or the controlling shareholders of our Company will
have adequate resources at their disposal at all times to enable them to provide an exit opportunity at the
price prescribed by SEBI.

34. An inability to maintain adequate insurance cover in connection with our business may adversely affect
our operations and profitability.

We have obtained a number of insurance policies in connection with our operations as given in chapter
titled “Our Business – Insurance” on page 178 of this RHP. While we are of the opinion that the insurance
coverage which our Company maintains would be reasonably adequate to cover the normal risks
associated with the operations of our business, we cannot assure you that any claim under the insurance
policies maintained by us will be honoured fully, in part or on time, or that we have taken out sufficient
insurance to cover all our losses. Our Company’s insurance policies may not provide adequate coverage
in certain circumstances and are subject to certain deductibles, exclusions and limits on coverage. In
addition, our insurance coverage expires from time to time. We apply for the renewal of our insurance
coverage in the normal course of our business, but we cannot assure you that such renewals will be
granted in a timely manner, at acceptable cost or at all. To the extent that we suffer loss or damage for
which we did not obtain or maintain insurance, and which is not covered by insurance or exceeds our
insurance coverage or where our insurance claims are rejected, the loss would have to be borne by us and
our results of operations, cash flows and financial condition may be adversely affected.

35. We have not made any alternate arrangements in order to meet our capital requirements for the Objects
of the Issue. Additionally, we have not identified any alternate source of financing the ‘Objects of the
Issue’. Any shortfall in raising / meeting the same could adversely affect our growth plans, operations
and financial performance.

As on date, our Company has not made any alternate arrangements for meeting the capital requirements
for the Objects of the Issue. We are a debt free company and we meet our capital requirements through
our internal accruals. Any shortfall in the same and our inability to raise debt in future would result in
us being unable to meet our capital requirements, which in turn will negatively affect our financial
condition and results of operations. Further, we have not identified any alternate source of funding and
hence any failure or delay on our part to raise money from this Issue or any shortfall in the Issue proceeds
may delay the implementation schedule and could adversely affect our growth plans. For further details,
please refer to the chapter titled “Objects of the Issue” on page 107 of the Red Herring Prospectus.

36. Our ability to pay dividends in the future may be affected by any material adverse effect on our future
earnings, financial condition or cash flows.

Our ability to pay dividends in future will depend on our earnings, financial condition and capital
requirements. Our business is working capital intensive and declaration of dividend will depend upon
financial performance of our Company at the time of declaration. We may be unable to pay dividends in
the near or medium term, and our future dividend policy will depend on our capital requirements and
financing arrangements (if any) in respect of our operations, financial condition and results of operations.

41
 Our Company has not declared dividends in the past and there can be no assurance that our Company
will declare dividends in the future. For further details, please refer to the chapter titled “Dividend Policy”
on pages 225 of the Red Herring Prospectus.

37. Industry information included in the Red herring Prospectus has been derived from an industry report
from various websites. The reliability on the forecasts of the reports could be incorrect and would
significantly impact our operations.

We have relied on the reports of certain independent third party for purposes of inclusion of such
information in this Red Herring Prospectus. These reports are subject to various limitations and based
upon certain assumptions that are subjective in nature. We have not independently verified data from
such industry reports and other sources. Although we believe that the data may be considered to be
reliable, their accuracy, completeness and underlying assumptions are not guaranteed and their
dependability cannot be assured. While we have taken reasonable care in the reproduction of the
information, the information has not been prepared or independently verified by us or any of our
respective affiliates or advisors and, therefore, we make no representation or warranty, express or
implied, as to the accuracy or completeness of such facts and statistics. Due to possibly flawed or
ineffective collection methods or discrepancies between published information and market practice and
other problems, the statistics herein may be inaccurate or may not be comparable to statistics produced
for other economies and should not be unduly relied upon. Further, there is no assurance that they are
stated or compiled on the same basis or with the same degree of accuracy as may be the case elsewhere.
Statements from third parties that involve estimates are subject to change, and actual amounts may differ
materially from those included in this Red Herring Prospectus.

38. Non-compliance with amendment in Safety, Health and Environmental laws and other applicable
regulations, may adversely affect the Company’s results of operations and its financial condition.

Our company is in business of Power Transmission. Due to nature of Business, the company is subject to
various rules and regulations in relation to safety, health and environmental protection including Air
Prevention and Control of Pollution Act, and Water Prevention and National Environmental Policy,
2006,Environment (Protection) Act, 1986 as amended (“EPA”), The Code on Wages, 2019, The
Occupational Safety, Health and Working Conditions Code, 2020, The Industrial Relations Code, 2020,
The Code on Social Security, 2020, Employees State Insurance Act, 1948, Contract Labour Act, Employees
Provident Fund Act, Bonus Act etc. Further, the company is subjected to the jurisdiction and is governed
by Indian Law, rules and regulations in relation to safety, health and environmental protection due to
the nature of the business of the company. These safety, health and environmental protection laws and
regulations inter alia impose controls on air and water discharge, employee exposure to hazardous
substances and other aspects of the Company’s operations and products. Failure to comply with any
existing or future regulations applicable to the Company may result in levy of fines, penalties,
commencement of judicial proceedings and/or third-party claims, and may adversely affect the results of
operations and financial condition.

For further details regarding applicable laws to the company, please refer to the chapter titled “Key
Industrial Regulations and Policies” beginning on page 184 of this Red Herring Prospectus.

39. We are susceptible to risks relating to unionization of our employees employed by us.

None of our employees are currently represented by a recognized collective bargaining agreement. We
cannot assure you that our employees will not unionize, or attempt to unionize in the future, that they
will not otherwise seek higher wages and enhanced employee benefits. We also cannot assure you that
we will not experience disruptions in our work due to disputes or other problems with our workforce. If

42
 not resolved in a timely manner, these risks could limit our ability to provide our services to our clients,
or result in an increase in our cost of employee benefits and other expenses. If any of these risks
materialize, our business, results of operations and financial condition could be affected.

40. Our Company’s future funding requirements, in the form of further issue of capital or other securities
and/or loans that might be availed by us, may turn out to be prejudicial to the interest of the shareholders
depending upon the terms and conditions on which they are raised.

We may require additional capital from time to time depending on our business needs. Any further issue
of Equity Shares or convertible securities would dilute the shareholding of the existing shareholders and
such issuance may be done on terms and conditions, which may not be favorable to the then existing
shareholders. If such funds are raised in the form of loans or debt or preference shares, then it may
substantially increase our fixed interest/dividend burden and decrease our cash flows, thus adversely
affecting our business, results of operations and financial condition.

41. We may not be able to sustain effective implementation of our business and growth strategies.

The success of our business will depend greatly on our ability to effectively implement our business and
growth strategies. We may not be able to execute our strategies in the future. Further, our growth
strategies could place significant demand on our management team and other resources and would
require us to continuously develop and improve our operational, financial and other controls, none of
which can be assured. Any failure on our part to scale up our infrastructure and management could cause
disruptions to our business and could be detrimental to our long-term business outlook. Further, we
operate in a highly dynamic industry, and on account of changes in market conditions, industry
dynamics, technological improvements or changes and any other relevant factors, our growth strategy
and plans may undergo changes or modifications, and such changes or modifications may be substantial,
and may even include limiting or foregoing growth opportunities if the situation so demands. Our
inability to implement our business strategies and sustain our growth may impair our financial growth
and thus result in an adverse impact on our Company’s share price.

42. In the event there is any delay in the completion of the Issue, there would be a corresponding delay in the
completion of the objects / schedule of implementation of this Issue which would in turn affect our
revenues and results of operations.

The funds that we receive would be utilized for the Objects of the Issue as has been stated in the Chapter
“Objects of the Issue” on page no. 107 of the Red herring Prospectus. The proposed schedule of
implementation of the objects of the Issue is based on our management’s estimates. If the schedule of
implementation is delayed for any other reason whatsoever, including any delay in the completion of the
Issue, we may have to revise our business, development and working capital plans resulting in
unprecedented financial mismatch and this may adversely affect our revenues and results of operations.

43. The requirements of being a public listed company may strain our resources and impose additional
requirements.

With the increased scrutiny of the affairs of a public listed company by shareholders, regulators and the
public at large, we will incur significant legal, accounting, corporate governance and other expenses that
we did not incur in the past. We will also be subject to the provisions of the listing agreements signed
with the Stock Exchanges which require us to file unaudited financial results on a half yearly basis. In
order to meet our financial control and disclosure obligations, significant resources and management
supervision will be required. As a result, management’s attention may be diverted from other business
concerns, which could have an adverse effect on our business and operations. There can be no assurance

43
 that we will be able to satisfy our reporting obligations and/or readily determine and report any changes
to our results of operations in a timely manner as other listed companies. In addition, we will need to
increase the strength of our management team and hire additional legal and accounting staff with
appropriate public company experience and accounting knowledge and we cannot assure that we will
be able to do so in a timely manner.

EXTERNAL RISK FACTORS

44. The outbreak and after-effects of COVID-19, or outbreak of any other severe communicable disease could
have a potential impact on our business, financial condition, cash flows and results of operations.

The outbreak, of any severe communicable disease, as seen in the recent outbreak and aftermath of
COVID- 19, could materially and adversely affect business sentiment and environment across industries.
In addition, our revenue and profitability could be impacted to the extent that a natural disaster, health
epidemic or other outbreak harms the Indian and global economy in general. The outbreak of COVID-19
has resulted in authorities implementing several measures such as travel bans and restrictions,
quarantines, shelter in place orders, and lockdowns. These measures have impacted and may further
impact our workforce and operations and also the operations of our clients. A rapid increase in severe
cases and deaths where measures taken by governments fail or are lifted prematurely, may cause
significant economic disruption in India and in the rest of the world. The scope, duration and frequency
of such measures and the adverse effects of COVID-19 remain uncertain and could be severe.

During the lockdown period in response to the COVID-19 pandemic, our Company had certain interim
measures in place to ensure business and operational continuity. Our employees worked remotely.
However, certain of our operations are dependent on various factors which may not be adequately
supported by a robust business continuity plan, which could impact our business in the event of a disaster
of any nature. Although we continue to devote resources and management focus, there can be no
assurance that these programs will operate effectively.

45. Natural disasters, epidemics, pandemics, acts of war, terrorist attacks and other events could materially
and adversely affect our business and profitability.

Natural disasters (such as earthquakes, fire, typhoons, cyclones, hurricanes and floods), pandemics,
epidemics, strikes, civil unrest, terrorist attacks and other events, which are beyond our control, may lead
to global or regional economic instability, which may in turn materially and adversely affect our business,
financial condition, cash flows and results of operations. Any of these occurrences could cause severe
disruptions to our daily operations and may warrant a temporary closure of our facilities. Such closures
may disrupt our business operations and adversely affect our results of operations. Our operation could
also be disrupted if our clients are affected by such natural disasters or epidemics. An outbreak or
epidemic, such as SARS, the H1N1 and H5N1 viruses or COVID-19 could cause general consumption or
the demand for various products to decline, which could result in reduced demand for our services. Such
an outbreak or epidemic may significantly interrupt our business operations as health or governmental
authorities may impose quarantine and inspection measures on us or our clients.

Moreover, certain regions in India have witnessed terrorist attacks and civil disturbances and it is possible
that future terrorist attacks or civil unrest, as well as other adverse social, economic and political events
in India could have a negative effect on us. Transportation facilities, including vehicles, can be targets of
terrorist attacks, which could lead to, among other things, increased insurance and security costs.
Regional and global political or military tensions or conflicts, strained or altered foreign relations,
protectionism and acts of war or the potential for war could also cause damage and disruption to our
business, which could materially and adversely affect our business, financial condition, cash flows and

44
 results of operations. Such incidents could create the perception that investments in Indian companies
involve a higher degree of risk and such perception could adversely affect our business and the price of
the Equity Shares.

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

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, including India. A loss in
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 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.

47. Changing laws, rules and regulations and legal uncertainties in India and other countries may adversely
affect our business and financial performance.

The regulatory and policy environment in which we operate is evolving and subject to change. Such
changes 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. For
example, the Government of India implemented a comprehensive national goods and services tax
(“GST”) regime with effect from July 1, 2017, that combined multiple taxes and levies by the Central and
State Governments into a unified tax structure. Our business and financial performance could be
adversely affected by any unexpected or onerous requirements or regulations resulting from the
introduction of GST or any changes in laws or interpretation of existing laws, or the promulgation of new
laws, rules and regulations relating to GST, as it is implemented. The Government has enacted the GAAR
which have come into effect from April 1, 2017.

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
impact the viability of our current businesses or restrict our ability to grow our businesses in the future.

45
48. Investors outside India subscribing to this Issue may not be able to enforce any judgment of a foreign
court against us, except by way of a suit in India.

Our Company is a limited liability company incorporated under the laws of India. Our Company’s assets
are located in India. As a result, it may be difficult for investors to effect service of process upon us or
such persons in India or to enforce judgments obtained against our Company or such parties outside
India. India is not a party to any international treaty in relation to the recognition or enforcement of
foreign judgments. India has reciprocal recognition and enforcement of judgments in civil and
commercial matters with a limited number of jurisdictions, including the United Kingdom, Singapore,
UAE, and Hong lg. A judgment from certain specified courts located in a jurisdiction with reciprocity
must meet certain requirements of the Code of Civil Procedure, 1908, as amended (“Civil Procedure
Code”). The United States has not been notified as a reciprocating territory.

In addition, any person seeking to enforce a foreign judgment in India is required to obtain the prior
approval of the RBI to repatriate any amount recovered, and we cannot assure that such approval will be
forthcoming within a reasonable period of time, or at all, or that conditions of such approvals would be
acceptable. Such amount may also be subject to income tax in accordance with applicable law.
Consequently, it may not be possible to enforce in an Indian court any judgment obtained in a foreign
court, or effect service of process outside of India, against Indian companies, entities, their directors and
executive officers and any other parties’ resident in India. Additionally, there is no assurance that a suit
brought in an Indian court in relation to a foreign judgment will be disposed of in a timely manner.

49. Any adverse change or downgrading in ratings of India may adversely affect our business, results of
operations and cash flows.

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. Under Indian legal regime, foreign investors are subject to investment restrictions that limit our
Company’s ability to attract foreign investors, which may adversely affect the trading price of the Equity
Shares. Accordingly, our ability to raise foreign capital may be constrained.

As a company incorporated in India, we are subject to exchange controls that govern the borrowings in
foreign currencies. Further, under applicable foreign exchange regulations in India, transfer of shares
between non- residents and residents are freely permitted (subject to compliance with sectoral norms and
certain other restrictions), if they comply with the pricing guidelines and reporting requirements
specified under applicable laws. If share transfer is not in compliance with such requirements and does
not fall under any of the permissible exceptions, then prior approval of the relevant regulatory authority
is required. Such regulatory restrictions limit our financing sources and could constrain our ability to
obtain financings on competitive terms and refinance existing indebtedness.

51. The requirements of being a publicly listed company may strain our resources.

We are not a publicly listed company and have not, historically, been subjected to the compliance
requirement or the increased scrutiny of our affairs by shareholders, regulators and the public at large
that is associated with being a listed company. As a listed company, we will incur significant legal,
accounting, corporate governance and other expenses that we did not incur as an unlisted company. We
will be subject to the SEBI Listing Regulations, which will require us to file audited annual and unaudited

46
 half yearly reports with respect to our business and financial condition. If we experience any delays, we
may fail to satisfy our reporting obligations and/or we may not be able to readily determine and
accordingly report any changes in our results of operations as promptly as other listed companies.

Further, as a publicly listed company, we will need to maintain and improve the effectiveness of our
disclosure controls and procedures and internal control over financial reporting, including keeping
adequate records of daily transactions. In order to maintain and improve the effectiveness of our
disclosure controls and procedures and internal control over financial reporting, significant resources
and management attention will be required. As a result, our management’s attention may be diverted
from our business concerns, which may adversely affect our business, prospects, results of operations
and financial condition. In addition, we may need to hire additional legal and accounting staff with
appropriate experience and technical accounting knowledge, but we cannot assure you that we will be
able to do so in a timely and efficient manner.

52. Changes in the Government Policy could adversely affect economic conditions in India generally and our
business in particular.

Our business, and the market price and liquidity of our Equity Shares, may be affected by interest rates,
changes in Government policy, taxation, social and civil unrest and other political, economic or other
developments in or affecting India. Elimination or substantial change of policies or the introduction of
policies that negatively affect the Company’s business could cause its results of operations to suffer. Any
significant change in India’s economic policies could disrupt business and economic conditions in India
generally and the Company’s business in particular.

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

Inflation is typically impacted by factors such as governmental policies, regulations, commodity prices,
liquidity and global economic environment. Any change in the government or a change in the economic
and deregulation policies could adversely affect the inflation rates. Continued high rates of inflation may
increase our costs such as salaries, travel costs and related allowances, which are typically linked to
general price levels. There can be no assurance that we will be able to pass on any additional costs to our
clients or that our revenue will increase proportionately corresponding to such inflation. Accordingly,
high rates of inflation in India could have an adverse effect on our profitability and, if significant, on our
financial condition.

54. Taxes and other levies imposed by the Government of India or other State Governments, as well as other
financial policies and regulations, may have a material adverse effect on our business, financial
condition and results of operations.

Taxes and other levies imposed by the Central or State Governments in India that affect our industry
include STT, GST, income tax and other taxes, duties or surcharges introduced on a permanent or
temporary basis from time to time. Imposition of any other taxes by the Central and the State
Governments may adversely affect our results of operations.

55. A slowdown in economic growth in India could adversely affect our business, results of operations,
financial condition and cash flows.

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. Demand for our products may be adversely affected by an economic

47
 downturn in domestic, regional and global economies. Economic growth in the country in which we
operate is affected by various factors including domestic consumption and savings, balance of trade
movements, namely export demand and movements in key imports of materials, 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, financial condition and cash flows.

RISK FACTORS RELATED TO EQUITY SHARES

56. Equity Shares of our Company have never been publicly traded, and after the Issue, the Equity Shares
may be subject to price and volume fluctuations, and an active trading market for the Equity Shares may
or may not develop. Further, the Issue Price may not be indicative of the market price of the Equity Shares
after the Issue.

Prior to this Issue of our Company, no public market existed for the Equity Shares, and an active trading
market on the Stock Exchanges may not develop or be sustained after the Issue. Listing and quotation of
Equity Shares does not guarantee that a market for the same will develop, or if developed, the liquidity
of such market for the Equity Shares cannot be guaranteed. The Issue Price of the Equity Shares is
proposed to be determined through a book building process in compliance with Schedule XIII of the SEBI
ICDR and the same may not be indicative of the market price of the Equity Shares at the time of
commencement of trading of the Equity Shares or at any time thereafter. The Issue Price will be based on
numerous factors, as described in the section “Basis for Issue Price” beginning on page 137 of this RHP.
This price may not necessarily be indicative of the market price of our Equity Shares after the Issue is
completed. The market price of the Equity Shares may be subject to significant fluctuations in response
to, among other factors, variations in our operating results, market conditions specific to the industry we
operate in.

Our Equity Shares are expected to trade on BSE after the Issue, but there can be no assurance that active
trading in our Equity Shares will develop after the Issue, or if such trading develops, that it will continue.
Investors may not be able to sell our Equity Shares at the quoted price if there is no active trading in our
Equity Shares.

57. Investors may be subject to Indian taxes arising out of income arising on the sale of the Equity Shares

Under the present Indian tax laws and regulations, unless specifically exempted, capital gains that arise
from the sale of equity shares in an Indian company are generally taxable in India. A securities transaction
tax (“STT”) is levied on and collected by an Indian stock exchange on which equity shares are sold. Any
gain realised on the sale of listed equity shares held for more than 12 months, which are sold using any
other platform other than on a recognised stock exchange and on which no STT has been paid, are subject
to long-term capital gains tax in India at the specified rates depending on certain factors, such as whether
the sale is undertaken on or off the Stock Exchanges, the quantum of gains and any available treaty relief.
Accordingly, you may be subject to payment of long-term capital gains tax in India, in addition to
payment of Securities Transaction Tax (“STT”), on the sale of any Equity Shares held for more than 12
months immediately preceding the date of transfer. STT will be levied on and collected by a domestic
stock exchange on which the Equity Shares are sold. Further, any capital gains realised on the sale of
listed equity shares held for a period of 12 months or less immediately preceding the date of transfer will
be subject to short term capital gains tax in India. In cases where the seller is a non-resident, capital gains
arising from the sale of the equity shares will be partially or wholly exempt from taxation in India in cases
where the exemption from taxation in India is provided under a treaty between India and the country of
which the seller is resident and the seller is entitled to avail benefits thereunder, subject to certain
conditions.

48
 Capital gains arising from the sale of the Equity Shares will not be chargeable to tax in India in cases
where relief from such taxation in India is provided under a treaty between India and the country of
which the seller is resident and the seller is entitled to avail benefits thereunder, subject to certain
conditions. 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 a
gain upon the sale of the Equity Shares.

58. The determination of the Price Band is based on various factors and assumptions, and the Issue Price of
our Equity Shares may not be indicative of the market price of our Equity Shares after the Issue.

The determination of the Price Band is based on various factors/ assumptions and will be determined by
our Company in consultation with the BRLMs. Furthermore, the Issue Price of the Equity Shares will be
determined by our Company in consultation with the BRLMs through the Book Building Process. The
Issue Price will be based on numerous factors, including the factors described in “Basis for Issue Price”
on page 137 of this Red Herring Prospectus and may not be indicative of the market price for the Equity
Shares after the Issue.

The market price of the Equity Shares could be subject to significant fluctuations after the Issue and may
decline below the Issue Price. In addition, the stock market often experiences price and volume
fluctuations that are unrelated or disproportionate to the operating performance of a particular company.
These broad market fluctuations and industry factors may materially reduce the market price of the
Equity Shares, regardless of our Company’s performance. As a result of these factors, there can be no
assurance that the investors will be able to resell Equity Shares at or above the Issue Price resulting in a
loss of all or part of the investment.

59. QIBs and Non-Institutional Investors are not permitted to withdraw or lower their Bids (in terms of
quantity of Equity Shares or the Bid Amount) at any stage after the submission of their Bid, and Retail
Individual Investors are not permitted to withdraw their Bids after closure of the Bid/ Issue Closing
Date.

Pursuant to the SEBI ICDR Regulations, QIBs and Non-Institutional Investors are required to pay the Bid
Amount on submission of the Bid and are not permitted to withdraw or lower their Bids (in terms of
quantity of Equity Shares or the Bid Amount) at any stage after submitting a Bid. Retail Individual
Investors can revise their Bids during the Bid/ Issue Period and withdraw their Bids until the Bid/ Issue
Closing Date. While we are required to complete all necessary formalities for listing and commencement
of trading of the Equity Shares on all Stock Exchanges where such Equity Shares are proposed to be listed,
including Allotment, within six Working Days from the Bid/ Issue Closing Date or such other period as
may be prescribed by the SEBI, events affecting the investors’ decision to invest in the Equity Shares,
including adverse changes in international or national monetary policy, financial, political or economic
conditions, our business, results of operations, cash flows or financial condition may arise between the
date of submission of the Bid and Allotment. We may complete the Allotment of the Equity Shares even
if such events occur, and such events may limit the Investors’ ability to sell the Equity Shares Allotted
pursuant to the Issue or cause the trading price of the Equity Shares to decline on listing.

Retail Individual Investors can revise their Bids during the Bid/Issue Period and withdraw their Bids
until Bid/Issue Closing Date. While our Company is required to complete all necessary formalities for
listing and commencement of trading of the Equity Shares on all Stock Exchanges where such Equity
Shares are proposed to be listed including Allotment pursuant to the Issue within three Working Days
from the Bid/Issue Closing Date, events affecting the Bidders’ decision to invest in the Equity Shares,
including material adverse changes in international or national monetary policy, financial, political or
economic conditions, our business, results of operations or financial condition may arise between the date
of submission of the Bid and Allotment. Our Company may complete the Allotment of the Equity Shares

49
 even if such events occur, and such events limit the Bidders’ ability to sell the Equity Shares Allotted
pursuant to the Issue or cause the trading price of the Equity Shares to decline on listing.

60. Investors will not be able to sell immediately on an Indian stock exchange any of the Equity Shares they
purchase in the Issue.

The Equity Shares will be listed on the Stock Exchanges. Pursuant to applicable Indian laws, certain
actions must be completed before the Equity Shares can be listed and trading in the Equity Shares may
commence. Investors’ book entry, or ‘demat’ accounts with depository participants in India, are expected
to be credited within one working day of the date on which the Basis of Allotment is approved by the
Stock Exchanges. The Allotment of Equity Shares in the Issue and the credit of such Equity Shares to the
applicant’s demat account with depository participant could take approximately five Working Days from
the Bid/ Issue Closing Date and trading in the Equity Shares upon receipt of final listing and trading
approvals from the Stock Exchanges is expected to commence within six Working Days of the Bid/ Issue
Closing Date. There could be a failure or delay in listing of the Equity Shares on the Stock Exchanges.
Any failure or delay in obtaining the approval or otherwise commence trading in the Equity Shares would
restrict investors’ ability to dispose of their Equity Shares. There can be no assurance that the Equity
Shares will be credited to investors’ demat accounts, or that trading in the Equity Shares will commence,
within the time periods specified in this risk factor. We could also be required to pay interest at the
applicable rates if allotment is not made, refund orders are not dispatched or demat credits are not made
to investors within the prescribed time periods.

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

Under the Companies Act, a company having share capital and incorporated in India must offer its
holders of equity shares pre-emptive rights to subscribe and pay for a proportionate number of equity
shares to maintain their existing ownership percentages before the issuance of any new equity shares,
unless the pre-emptive rights have been waived by adoption of a special resolution. However, if the laws
of the jurisdiction the investors are located in does not permit them to exercise their pre-emptive rights
without our filing an offering document or registration statement with the applicable authority in such
jurisdiction, the investors will be unable to exercise their pre-emptive rights unless we make such a filing.
If we elect not to file a registration statement, the new securities may be issued to a custodian, who may
sell the securities for the investor’s benefit. The value the custodian receives on the sale of such securities
and the related transaction costs cannot be predicted. In addition, to the extent that the investors are
unable to exercise pre-emption rights granted in respect of the Equity Shares held by them, their
proportional interest in us would be reduced.

62. A third-party could be prevented from acquiring control of us post this Issue, because of anti-takeover
provisions under Indian law.

As a listed Indian company, there are provisions in Indian legal regime that may delay, deter or prevent
a future takeover or change in control of our Company. Under the Takeover Regulations, an acquirer has
been defined as any person who, directly or indirectly, acquires or agrees to acquire shares or voting
rights or control over a company, whether individually or acting in concert with others. Although these
provisions have been formulated to ensure that interests of investors/shareholders are protected, these
provisions may also discourage a third party from attempting to take control of our Company subsequent
to completion of the Issue. Consequently, even if a potential takeover of our Company would result in
the purchase of the Equity Shares at a premium to their market price or would otherwise be beneficial to
our shareholders, such a takeover may not be attempted or consummated because of Takeover
Regulations.

50
63. After the Issue, the Equity Shares may experience price and volume fluctuations, and an active trading
market for the Equity Shares may not develop. Further, the price of the Equity Shares may be volatile,
and you may be unable to resell the Equity Shares at or above the Issue Price, or at all.

An active trading market on the Stock Exchange may not develop or be sustained after the Issue. Listing
and quotation do not guarantee that a market for the Equity Shares will develop, or if developed, the
liquidity of such market for the Equity Shares. The Issue Price of the Equity Shares shall be determined
through a book-building process and may not be indicative of the market price of the Equity Shares at
the time of commencement of trading of the Equity Shares or at any time thereafter. The market price of
the Equity Shares may be subject to significant fluctuations in response to, among other factors, variations
in our operating results of our Company, market conditions specific to the industry we operate in,
developments relating to India, volatility in securities markets in jurisdictions other than India, variations
in the growth rate of financial indicators, variations in revenue or earnings estimates by research
publications, and changes in economic, legal and other regulatory factors.

64. Any Penalty or demand raised by statutory authorities in future will affect our financial position of our
Company.

Our Company works as an Engineering, Procurement and Construction (EPC) contractor and providing
services to power transmission and distribution utilities companies, which attracts tax liability as per the
applicable provisions of Law. We are also subject to the labour laws like depositing of contributions with
Provident Fund. Though, we have deposited the required returns under various applicable Acts but any
demand or penalty raised by the concerned authority in future for any previous year and current year
will affect the financial position of our Company.

51
 SECTION IV – INTRODUCTION
THE ISSUE
PRESENT ISSUE IN TERMS OF THIS RED HERRING PROSPECTUS
ssssss Details of Equity Shares
Offer of Equity Shares by our Company
(1)
Offer of upto 47,90,000 Equity Shares of ₹ 10 each forcash at a price of ₹
[●] (including a Share premium of ₹ [●] per Equity Share) per share
aggregating ₹ [●] lakhs.
consists of:
Fresh Issue Upto 27,90,000 Equity Shares of ₹ 10 each for cash at a price of ₹ [●]
(including a Share premium of ₹ [●] per Equity Share) per share
aggregating ₹ [●] lakhs.
Offer for Sale Offer for sale by existing shareholder upto 20,00,000 equity shares of ₹ 10
each at ₹ [●] per equity share aggregating to ₹ [●] lakhs
The offer consists of:
Upto 2,44,000 equity Shares of ₹ 10 each for cash at aprice of ₹ [●]
Market Maker Reservation Portion (including a Share premium of ₹ [●] per Equity Share) per share
aggregating ₹ [●] lakhs
Upto 45,46,000 equity Shares of ₹ 10 each for cash at a price of ₹ [●]
Net Issue to the Public (including a Share premium of ₹ [●] per Equity Share) per share
aggregating ₹ [●] lakhs
Of Which
QIB Portion being not more than 50% of the Net Offer aggregating to
22,50,000 Equity shares shall be available for allocation of face value of ₹ 10
A. QIB Portion each for cash at aprice of ₹ [●] (including a Share premium of ₹ [●] per
Equity Share) per share aggregating ₹ [●] Lakhs
Of Which
Anchor Investor Portion Upto 13,36,400 Equity Shares of ₹ 10 each at a price of ₹ [●] (including a
Share premium of ₹ [●] per Equity Share) per share aggregating ₹ [●]
Lakhs
Net QIBs Portion (assuming Anchor Upto 9,13,600 Equity Shares of ₹ 10 each at a price of ₹ [●] (including a
Investor portion is fully subscribed) Share premium of ₹ [●] per EquityShare) per share aggregating ₹ [●]
Lakhs
Of which
Available for allocation to Mutual Funds Upto 44,400 Equity Shares of ₹ 10 each at a price of ₹ [●] (including a Share
only (5% of the Net QIB portion) premium of ₹ [●] per Equity Share) per share aggregating ₹ [●] Lakhs
Balance of all QIBs including Mutual Upto 8,69,200 Equity Shares of ₹ 10 each at a price of ₹ [●] (including a
Funds Share premium of ₹ [●] per EquityShare) per share aggregating [●] Lakhs

B. Retail Portion Upto 16,04,800 Equity Shares of ₹ 10 each at a price of ₹ [●] (including a
Share premium of ₹ [●] per EquityShare) per share aggregating ₹ [●] lakhs
will be available for allocation to Investors up to ₹ 2.00 Lakhs
C. Non-Institutional Portion Upto 6,91,200 Equity Shares of ₹ 10 each at a price of ₹ [●] (including a
Share premium of ₹ [●] per EquityShare) per share aggregating ₹ [●] lakhs
will be available for allocation to Investors above ₹ 2.00 Lakhs
Equity Shares outstanding prior to the 1,52,17,392 Equity Shares
Issue
Equity Shares outstanding after the Upto 1,80,07,392 Equity Shares
Issue
Objects of the Issue Please see the chapter titled “Objects of the Issue”
beginning on page no. 107 of this Prospectus

52
(1) This Issue is being made in terms of Chapter IX of the SEBI (ICDR) Regulations, 2018, as amended from time to time.
For further details, please see the section titled “Issue Related Information” beginning on page no. 342 of this Red Herring
Prospectus.
(2) The present Issue has been authorized pursuant to a resolution of our Board dated July 10,2024 and by Special Resolution
passed under Section 62(1)(C) of the Companies Act, 2013 at an Annual General Meeting of our shareholders held on July
13,2024.
(3) Our Company and Selling Shareholders, in consultation with the BRLM may allocate up to 60% of the QIB Portion to
Anchor Investors on a discretionary basis in accordance with SEBI ICDR Regulation. One-third of the Anchor Investor
Portion shall be reserved for domestic Mutual Funds, subject to valid Bids being received from domestic Mutual Funds at
or above the Anchor Investor Allocation Price. In the event of under-subscription in the Anchor Investor Portion, the
remaining Equity Shares shall be added to the QIB Portion. 5% of the QIB Portion (excluding Anchor Investor Portion)
shall be available for allocation on a proportionate basis to Mutual Funds only, and the remainder of the QIB Portion
(excluding Anchor Investor Portion) shall be available for allocation on a proportionate basis to all QIB Bidders, including
Mutual Funds, subject to valid Bids being received at or above the Offer Price. In the event of under-subscription in the
Anchor Investor Portion, the remaining Equity Shares shall be added to the QIB Portion. In the event the aggregate
demand from Mutual Funds is less than as specified above, the balance Equity Shares available for Allotment in the Mutual
Fund Portion will be added to the QIB Portion and allocated proportionately to the OIB Bidders (other than Anchor
Investors) in proportion to their Bids. Further, not less than 15% of the Net Offer shall be available for allocation on a
proportionate basis to Non-Institutional Bidders and not less than 35% of the Net Offer shall be available for allocation to
Retail Individual Bidders in accordance with the SEBI ICDR Regulations, subject to valid Bids being received at or above
the Offer Price.
(4) In the event of over-subscription, Allotment shall be made on a proportionate basis, subject to valid Bids received at or
above the Offer Price. If the retail individual investor category is entitled to more than the allocated portion on
proportionate basis, the retail individual investors shall be allocated that higher percentage. Subject to valid Bids being
received at or above the Offer Price, under- subscription, if any, in any category except the QIB Portion, would be allowed
to be met with spill- over from other categories or a combination of categories at the discretion of our Company, in
consultation with the BRLM and the Designated Stock Exchange. However, under-subscription, if any, in the QIB Portion
will not be allowed to be met with spill-over from other categories or a combination of categories.
(5) The allocation in the net issue to the public category shall be made as per the requirements of Regulation 253(1) of SEBI
(ICDR) Regulations, as amended from time to time:
(a) Not less than thirty five percent (35%) to Retail individual investors;
(b) Not less than fifteen percent (15%) to non-Institutional Investors; and
(c) Not more than fifty percent (50%) to Qualified Institutional Buyers (QIBs), five percent (5%) of which shall be
allocated to mutual funds.
Provided the unsubscribed portion in either of the categories specified in clauses (a) or (b) above may be allocated to the
applicants in the other category.
Provided further that in addition to five percent allocation available in terms of clause (c), mutual funds shall be eligible
for allocation under the balance available for qualified institutional buyers.
For further details please refer to the chapter titled “Issue Structure” beginning on page no. 351 of this Red Herring
Prospectus.

53
 SUMMARY OF FINANCIAL INFORMATION

Sr. No. Particulars Page Nos.

1. Restated Standalone Financial Information 55-57
2. Restated Consolidated Financial Information 58-60

54
 RESTATED STANDALONE STATEMENT OF ASSETS AND LIABILITIES
(₹ in lakhs)
As on 30th
As at 31st March,
Particulars September, 2024
(for 6 months) 2024 2023 2022
EQUITY AND LIABILITIES
1.Shareholder's fund
a) Equity Share Capital 1,521.74 1,521.74 1,521.74 1,521.74
b) Reserves and surplus 9,600.48 6,908.31 4,344.06 3,706.95
Total Shareholders Fund (1) 11,122.22 8,430.05 5,865.80 5,228.69
2.Non-current liabilities
a) Long Term Borrowings 4,998.35 5,283.16 4,377.64 4,553.75
b) Deferred tax liabilities (Net) 93.55 84.27 57.83 43.04
c) Long term provisions - - -
Total (2) 5,091.90 5,367.43 4,435.47 4,596.79
3.Current liabilities
a) Short term Borrowings 2,974.69 2,483.92 1,593.56 1,689.58
b) Trade payables
i) Due to MSME 122.25 50.13 - -
ii) Due to Others 8,727.83 3,093.57 3,435.73 3,401.55
c) Short-term provisions 2,192.38 1,466.21 1,939.03 1,884.96

d) Other Current Liabilities 3,591.15 3,147.69 2,553.79

761.25
Total (3) 17,608.30 10,241.52 9,522.11 7,737.34
TOTAL (1+2+3) 33,822.42 24,039.00 19,823.38 17,562.82
ASSETS
1.Non - Current Assets
a) Property, Plant & Equipment
i.) Tangible assets 1,842.39 1,983.26 1,900.86 1608.81
ii) Capital work-in-progress 53.36
iii) Intangible assets - - 27.02
iv) Intangible Assets under - - -
development
v) Not Put to use - - -
b) Non-Current Investment 1,078.48 43.07 13.00 13.00
c) Deferred Tax Assets (net) - - - -
d) Long Term Loans & Advances - - - -
e) Other Non-Current Assets 7,741.98 4,655.22 3,583.05 3,769.13
Total (1) 10,716.21 6,681.55 5,496.91 5,417.96
2.Current Assets
a) Inventories 6,147.47 3,644.66 3,685.52 2,794.88
b) Current Investment - 785.93 1,799.21 1,205.61
c) Trade Receivables 9,650.70 7,371.12 5,819.08 5,677.48
d) Cash and Cash equivalents 12.46 16.94 24.19 188.76
e) Short-term loans and advances 1,271.72 1,207.09 1,227.00 535.13
f) Other Current Assets 6,023.86 4,331.71 1,771.47 1,743.00
Total (2) 23,106.21 17,357.45 14,326.47 12,144.86
TOTAL (1+2) 33,822.42 24,039.00 19,823.38 17,562.82

55
 RESTATED STANDALONE STATEMENT OF PROFIT AND LOSS ACCOUNT
(₹ in lakhs)
For the Period For the Year ended,
Particulars ended 30th
2024 2023 2022
September 2024
INCOME:
Revenue from Operations 31,305.99 28,496.98 20,717.94 14,680.88
Other Income 479.10 1,009.09 399.63 255.96
Total income 31,785.09 29,506.07 21,117.57 14,936.84

EXPENSES:
Cost of materials consumed - - - -
Purchase of Stock-in-trade/Traded Goods 27,139.74 20,705.78 17,346.95 11,468.69
Change in inventories of finished goods, WIP -2,502.81 40.85 (890.64) (761.03)
and Stock-in-trade
Employee Benefit Expenses 1,689.60 2,891.07 2,127.60 2,238.89
Depreciation & Amortization cost 52.18 69.83 93.71 167.09
Corporate Social Responsibility Expenditure 12.36 11.00 10.85 11.34
Finance Cost 536.61 928.54 847.03 751.80
Other Expenses 1,241.16 1,452.69 722.34 619.86
Total expenses 28,168.84 26,099.76 20,257.84 14,496.64

Restated Profit before extra- ordinary items 3,616.25 3,406.31 859.73 440.20
and tax
Extraordinary Items - - - -
Restated Profit before tax 3,616.25 3,406.31 859.73 440.20

Less: Tax expense

Provision for income tax (838.71) (777.58) (169.79) (95.08)
Deferred tax charge/ (benefit) (9.29) (26.44) (14.79) (0.52)
MAT credit (entitlement) / utilized - - - -

Total (848.00) (804.02) (184.58) (95.60)

Restated Profit after Tax 2,768.25 2,602.29 675.15 344.60

Earnings per equity share (Basic and 18.19 17.10 4.44 2.26
Diluted) (in Rs)
Nominal Value Per Share 10/- 10/- 10/- 10/-

56
 RESTATED STANDALONE CASH FLOW STATEMENT
(₹ in lakhs)
For the Period For the year ended 31st March,
Particulars ended 30th Sept 2024 2023 2022
2024
Cash Flow from Operating Activities
Net Profit Before Taxes and Exceptional Items: 3,616.25 3,406.31 859.73 440.20
Adjustments for:
Depreciation/Amortisation 52.18 69.83 93.71 167.09
Interest and other Financial Charges 536.61 928.54 847.03 751.80
Other adjustment for non-cash items - - - -
(Gain)/ Loss on Sale of Fixed Assets -135.51 - (0.50) 3.35
Share of Profit & Loss from partnership firm or Limited -229.27 (668.52) (83.04) (2.84)
Liability Partnership
Interest Income - (202.37) (139.57) (189.27)
Operating Profit Before Working Capital 3,840.26 3,533.79 1,577.37 1,170.33
Adjustments
Adjustment for Changes in Working Capital
Increase / decrease in Trade payables 5,706.39 (292.03) 34.18 (98.84)
Increase / decrease in inventories (2,502.81) 40.85 (890.64) (761.03)
Increase / decrease in Loans and Advances (64.630 19.91 (691.87) (199.42)
Increase / decrease in Other Current (1,692.14) (2,560.24) (28.47) 1,676.29
Increase/decrease in trade receivables (2,279.58) (1,552.03) (141.60) (1,800.85)
Increase / decrease in Short Term Provision 726.18 (472.04) 58.94 635.53
Increase / decrease in Other current liabilities 443.46 593.90 1,787.67 124.98
Other Adjustment
Cash Flow Generated from Operations 4,177.13 (687.88) 1,705.58 746.99
Income Taxes Paid (838.71) (778.36) (169.79) (95.08)
MAT Entitlement Reversal / Prior Period Taxes
Net Cash flow from Operating activities (A) 3,338.42 (1,466.24) 1,535.79 651.91

Cash Flow From Investing Activities

Purchase of property, plant and equipment (162.67) (152.23) (358.87) (148.76)
Proceeds on sale of Property, Plant and Equipment 333.46 - 0.63 1.78
Increase / decrease in Non-Current Assets (3,086.76) (1,072.17) 186.08 (1,741.60)
Purchase of non-current investments (249.48) 983.21 (593.60) (206.93)
Interest & Other Income - 202.37 139.57 189.27
Profit from Partnership firm 229.27 668.52 83.04 2.84
Other inflow/(outflow) cash
Net Cash (Used in) / from Investing Activities(B) (2,936.17) 629.69 (543.15) (1,903.40)

Cash flow from financing activities

Interest and Finance Cost (536.61) (928.54) (847.03) (751.80)
(Repayments)/ Proceeds of long term borrowings (284.81) 905.52 (176.11) 975.42
(Repayments)/ Proceeds of short term borrowings 490.78 890.36 (96.02) 418.58
Dividend Paid (76.09) (38.04) (38.04) (38.04)
Net Cash Flow from Financing Activities (C) (406.73) 829.30 (1,157.20) 604.16

Net Increase/ (Decrease) in Cash and Cash (4.48) (7.25) (164.57) (647.34)
Equivalents ( A + B + C)

Opening Cash & Cash equivalent 16.94 24.19 188.76 836.10

Closing Cash & Cash Equivalent 12.46 16.94 24.19 188.76

57
 RESTATED CONSOLIDATED STATEMENT OF ASSETS AND LIABILITIES
(₹ in lakhs)
As on 30th
Particulars September, 2024
(for 6 months)
EQUITY AND LIABILITIES
1.Shareholder's fund
a) Equity Share Capital 1,521.74
b) Reserves and surplus 9,686.94
Total Shareholders Fund (1) 11,208.68
2.Non-current liabilities
a) Long Term Borrowings 5,064.82
b) Deferred tax liabilities (Net) 94.71
c) Long term provisions -
Total (2) 5,159.53
3.Current liabilities
a) Short term Borrowings 3,037.89
b) Trade payables
i) Due to MSME 139.75
ii) Due to Others 8,826.64
c) Short-term provisions 2,872.76

d) Other Current Liabilities 3,481.33

Total (3) 18,358.37
TOTAL (1+2+3) 34,726.58
ASSETS
1.Non - Current Assets
a) Property, Plant & Equipment
i.) Tangible assets 1,958.36
ii) Capital work-in-progress 53.36
iii) Intangible assets 71.23
iv) Intangible Assets under development -
v) Not Put to use -
b) Non-Current Investment 80.07
c) Deferred Tax Assets (net) -
d) Long Term Loans & Advances -
e) Other Non-Current Assets 8,085.92
Total (1) 10,248.94
2.Current Assets
a) Inventories 6,604.99
b) Current Investment -
c) Trade Receivables 10,109.24
d) Cash and Cash equivalents 13.05
e) Short-term loans and advances 1,282.56
f) Other Current Assets 6,467.80
Total (2) 24,477.64
TOTAL (1+2) 34,726.58

58
 RESTATED CONSOLIDATED STATEMENT OF PROFIT AND LOSS ACCOUNT
(₹ in lakhs)
For the Period
Particulars ended 30th
September 2024
INCOME:
Revenue from Operations 31,703.68
Other Income 481.28
Total income 32,184.96

EXPENSES:
Cost of materials consumed -
Purchase of Stock-in-trade/Traded Goods 27,321.68
Change in inventories of finished goods, WIP and Stock-in-trade (2,572.78)
Employee Benefit Expenses 1,766.32
Depreciation & Amortization cost 56.42
Corporate Social Responsibility Expenditure 12.36
Finance Cost 546.52
Other Expenses 1,310.96
Total expenses 28,441.48

Restated Profit before extra- ordinary items and tax 3,743.48

Extraordinary Items -
Restated Profit before tax 3,743.48

Less: Tax expense

Provision for income tax (878.32)
Deferred tax charge/ (benefit) (10.44)
MAT credit (entitlement) / utilized -

Total (888.76)

Restated Profit after Tax 2,854.72

Earnings per equity share (Basic and Diluted) (in Rs) 18.76
Nominal Value Per Share 10/-

59
 RESTATED CONSOLIDATED CASH FLOW STATEMENT
(₹ in lakhs)
For the Period
Particulars
ended 30th Sept 2024
Cash Flow from Operating Activities
Net Profit Before Taxes and Exceptional Items: 3,743.50
Adjustments for:
Depreciation/Amortisation 56.42
Interest and other Financial Charges 537.83
Other adjustment for non-cash items
(Gain)/ Loss on Sale of Fixed Assets (135.51)
Share of Profit & Loss from partnership firm or Limited Liability Partnership (229.27)
Interest Income
Operating Profit Before Working Capital Adjustments 3,972.97
Adjustment for Changes in Working Capital
Increase / decrease in Trade payables 5,356.59
Increase / decrease in inventories (2,571.22)
Increase / decrease in Loans and Advances 515.18
Increase / decrease in Other Current (1,838.49)
Increase/decrease in trade receivables (1,979.97)
Increase / decrease in Short Term Provision 791.79
Increase / decrease in Other current liabilities 319.81
Other Adjustment
Cash Flow Generated from Operations 4,566.66
Income Taxes Paid (878.32)
MAT Entitlement Reversal / Prior Period Taxes -
Net Cash flow from Operating activities (A) 3,688.34

Cash Flow From Investing Activities

Purchase of property, plant and equipment (168.61)
Proceeds on sale of Property, Plant and Equipment 333.47
(Increase) / decrease in Non-Current Assets (3,549.09)
Purchase/(Sale) of non-current investments (20.21)
Interest & Other Income -
Profit from Partnership firm -
Other inflow/(outflow) cash -
Net Cash (Used in) / from Investing Activities(B) (3,404.44)

Cash flow from financing activities

Interest and Finance Cost (537.83)
(Repayments)/ Proceeds of long term borrowings 446.52
(Repayments)/ Proceeds of short term borrowings (218.34)
Dividend Paid (76.09)
Net Cash Flow from Financing Activities (C) (385.74)

Net Increase/ (Decrease) in Cash and Cash Equivalents ( A + B + C) (101.84)

Opening Cash & Cash equivalent 114.89

Closing Cash & Cash Equivalent 13.05

60
 GENERAL INFORMATION

Our Company was originally formed as a partnership firm in the name and style of “RAJESH TRADERS”
pursuant to a deed of partnership dated May 5, 1971 Registration certificate issued by Registrar of Firms,
Ahmedabad having Registered No. GUJ/AHD/32515 under the provisions of the Indian Partnership Act, 1932.
Subsequently, our partnership firm was converted to Private limited Company “RAJESH POWER SERVICES
PRIVATE LIMITED” on 10th February, 2010 under the provisions of companies act, 1956 with the registrar of
companies, Ahmedabad bearing registration no. 059536 then the company was converted from RAJESH
POWER SERVICES PRIVATE LIMITED to RAJESH POWER SERVICES LIMITED and fresh certificate of
incorporation was issued on June 26, 2024 by the registrar of companies, Ahmedabad.

The Corporate Identity Number of our Company is U31300GJ2010PLC059536.

For further details, please refer to the chapter titled “History and Certain Corporate Matters” beginning on page
no. 191 Of this Red Herring Prospectus.

BRIEF COMPANY AND ISSUE INFORMATION

Address: 380/3, Siddhi House, Opp Lal Bungalows. B/H Sasuji Dining Hall,
Off C.G. Road, Navrangpura, Ahmedabad - 380006
Tel No: +91 6358736465
Registered Office Email: cs@rajeshpower.com
Website: https://www.rajeshpower.com
For details relating to, “History and Corporate Structure” of our company
please refer page 191 of this Red Herring Prospectus.
Date of Incorporation February 10, 2010
Company Registration No. 059536
Company Identification No. U31300GJ2010PLC059536
Address: ROC Bhavan, Opp. Rupal Park Society, Behind Ankur Bus Stop,
Address of Registrar of
Naranpura, Ahmedabad – 380013
Companies
Tel :+91 079 27438531
Issue Opens on: Monday, 25th November, 2024
Issue Programme
Issue Closes on: Wednesday, 27th November, 2024
BSE Limited
Designated Stock Exchange
SME Platform of BSE Limited (“BSE SME”)
Ms. Jyoti Dakshesh Mochi
Address: 380/3, Siddhi House, Opp Lal Bungalows. B/H Sasuji Dining Hall,
Off C.G. Road, Navrangpura, Ahmedabad – 380006
Company Secretary &
Tel No: +91 6358736465
Compliance Officer
Email: cs@rajeshpower.com
Website: https://www.rajeshpower.com

61
 BOARD OF DIRECTORS OF OUR COMPANY

The following table sets forth the Board of Directors of our Company:
Name Designation Address DIN
Mr. Kurang Ramchandra 1, Ashni Society, Jodhpur Char Rasta 00773528
Panchal Manging Director Satellite, Manekbag, Ahmedabad –
380015
67, Shivranjani Society, Shivranjani
Mr. Rajendra Baldevbhai
Whole time Director Cross Road, Satellite, Ambavadi Vistar, 00137280
Patel
Ahmedabad - 380015
Mr. Utsav Nehal Panchal L 33, Swatantra Sanani Nagar, 08486317
Director & Chief Akhbarnagar Circle, Nava Vadaj,
Executive Officer Naranpura Vistar, Ahmedabad -
380013
67, Shivranjani Society, Shivranjani
Director & Chief
Mr. Kaxil Prafulbhai Patel Cross Road, Satellite, Ambavadi Vistar, 07634816
financial officer
Ahmedabad - 380015
Ms. Pankti Parth Shah Non-executive Parthvilla, 4 Neelkanth Bunglows, 10089087
Independent Sukhipura, Paldi, Ahmedabad-380007.
director
Mr. Sujit Gulati Non-executive A 301, Suryaketu Tower, Nr Sambhav 00177274
Independent Press, Bodakdev, Ahmedabad 380054.
director
Mr. Viral Deepakbhai A-31, Saiyam Housing Co. op Housing 07177208
Ranpura Non-executive Soc Limited, Near Panchdev Mandir,
Independent Opposite Axis Bank, NehruNagar,
director Manekbag, Ahmedabad, Gujarat-
380015
For further details pertaining to the educational qualification and experience of our directors, for details please
refer to the chapter titled “Our Management” beginning on page no. 195 of this Red Herring Prospectus.

Investors can contact the Compliance Officer or the Registrar to the Issue in case of any pre or post-Issue related problems,
such as non-receipt of letters of allotment, credit of allotted shares in the respective beneficiary account and unblocking of
funds. All grievances relating to the Application process may be addressed to the Registrar to the Issue with a copy to the
SCSBs, giving full details such as name, address of Applicant, application number, number of Equity Shares applied for,
amount blocked on application and designated branch or the collection centre of the SCSB where the Application Form was
submitted by the Applicants.

62
DETAILS OF KEY INTERMEDIARIES PERTAINING TO THIS ISSUE AND OUR COMPANY

BOOK RUNNING LEAD MANAGERS TO THE ISSUE

ISK ADVISORS PRIVATE LIMITED

501, A. N. Chambers, 130, Turner Road, Bandra West,
Mumbai-400 050
Tel No.: +91 – 22 – 26431002 or +91 079 26464023
Email: ncmpl@ncmpl.com
Website: www.iskadvisors.com
Investor Grievance Email: enquiry@ncmpl.com
Contact Person: Mr. Ronak I. Kadri
SEBI Registration No. INM000012625

REGISTRAR TO THE ISSUE

Bigshare Services Pvt. Ltd.

1st Floor, Bharat Tin Works Building, Opp. Oasis,
Makwana Road, Marol, Andheri East, Mumbai – 400 059
Tel No.: +91 – 22 – 62638200 Fax: +91 22 62638299
Email: ipo@bigshareonline.com
Website: http://www.bigshareonline.com/
Investor Grievance Email
Email: investor@bigshareonline.com
Contact Person: Mr. Babu Rapheal
SEBI Registration No.: INR000001385

LEGAL COUBSEL TO THE ISSUE

MR. VIVAN A. PATEL, ADVOCATE

Office: Plot No. 7, Rambaug, Spring Valley - Gate ‘A’,
Behind Karnavati Club, S.G. Road, Ahmedabad – 380 058.
Mobile No.: +91 – 7567664843
Email: adv.vivanpatel@yahoo.in
Contact Person: Mr. Vivan A. Patel

STATUTORY AUDITOR OF THE COMPANY

M/S. NAIMISH N. SHAH & CO.

Address: “Shree Ganesh”
B/3, Trupti Apartments,
B/h. Old Gujarat High Court,
Navrangpura, Ahmedabad – 380 009.
Phone No.: +91 7927546336/ +91 9879005671
Email: contact@nnshahco.co.in
Contact Person: CA PRANAV N. SHAH
Membership No.: 033747
Firm Registration No.: 106829W
Peer Review No.: 014881

63
 CHANGES IN THE AUDITORS
Except as stated below there have been no changes in our company’s auditor in last 3 (Three) years:
Particulars Auditor for the period Reason for change
Name: M/s Naimish N. Shah & Co.
Address: Shree Ganesh "Trupti From the Financial year 2016- Appointed as auditor to fill
Apartment, B\H, Old High Court, 17 and onwards. up the casual vacancy
Navrangpura, Ahmedabad 380009
Phone No.: 079 27546336
Email: pranav07shah@yahoo.co.in
Firm Registration No.: 106829W
Peer Review No: 014881

BANKER(S) TO OUR COMPANY

HDFC BANK LIMITED
1st Floor, Astral Tower,
Navranpura Branch,
Near Mithakali six road,
Ahmedabad -380009.
Email id: support@hdfcbank.com

UNION BANK OF INDIA

Premchandnagar Branch
Shop no 17-20 Millenium Plaza
Near Mansi Circle PO Vastrapur
Ahmedabad -380015
Email id: ubin0560685@unionbankofindia.bank
BANKER(S) TO THE ISSUE/ REFUND BANKER AND SPONSOR BANK
ICICI BANK LIMITED
Capital Market Division, 1st Floor, 122, Mistry
Bhavan Dinshaw Vachha Road, Backbay
Reclamation, Churchgate, Mumbai - 400020
Tel: 022- 66818911/23/24
Email: kmr.saurabh@icicibank.com
Website: www.icicibank.com
Contact Person: Mr. Saurabh Kumar
SEBI Registration Number: INBI00000004
SELF CERTIFIED SYNDICATE BANK
The lists of banks that have been notified by SEBI to act as SCSB for the Applications Supported by
Blocked Amount (ASBA) Process are provided on the website of SEBI on
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes. For details on Designated
Branches of SCSBs collecting the Application Forms, please refer to the above-mentioned SEBI link.

64
 BROKERS TO THIS ISSUE
Applicants can submit Application Forms in the Issue using the stock brokers network of the Stock Exchanges,
i.e., through the Registered Brokers at the Broker Centres. The list of the Registered Brokers, including details
such as postal address, telephone number and e-mail address, is provided on the website of the SEBI
(www.sebi.gov.in) and updated from time to time. For details on Registered Brokers, please refer
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes.

REGISTRAR TO ISSUE AND SHARE TRANSFER AGENTS

The list of the RTAs eligible to accept Applications forms at the Designated RTA Locations, including details
such as address, telephone number and e-mail address, are provided on the website of the SEBI on
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes, as updated from time to time.

COLLECTING DEPOSITORY PARTICIPANTS

The list of the CDPs eligible to accept Application Forms at the Designated CDP Locations, including details
such as name and contact details, are provided on the website of Stock Exchange. The list of branches of the
SCSBs named by the respective SCSBs to receive deposits of the Bid cum Application Forms from the
Designated Intermediaries will be available on the website of the SEBI (www.sebi.gov.in) on
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes and updated from time to time.

MONITORING AGENCY
As per Regulation 262(1) of the SEBI (ICDR) Regulations, 2018 the requirement of Monitoring Agency is
mandatory If the issue size, excluding the size of offer for sale by selling shareholders, exceeds one hundred
crore rupees, the issuer shall make arrangements for the use of proceeds of the issue to be monitored and hence
our Company has not appointed a monitoring agency for this Issue. However, as per Section 177 of the
Companies Act, 2013, the Audit Committee of our Company, would be monitoring the utilization of the
proceeds of the Issue.

IPO GRADING
Since the issue is being made in terms of Chapter IX of the SEBI (ICDR) Regulations, there is no requirement of
appointing an IPO Grading agency.

TRUSTEES
This being an Issue of Equity Shares, the appointment of trustees is not required.

DETAILS OF THE APPRAISING AUTHORITY

The objects of the Issue and deployment of funds are not appraised by any independent agency/ bank/ financial
institution.

CREDIT RATING
This being an Issue Equity Shares, credit rating is not required.

EXPERT OPINION

Except as stated below, our Company has not obtained any expert opinions:
Our Company has received written consent from the Statutory Auditor namely M/S. NAIMISH N. SHAH &
CO., Chartered Accountants to include their name in respect of the reports on the Restated standalone Financial
Statements and the Restated Consolidated Financial Statements dated 07th November, 2024 and the Statement
of Tax Benefits dated 15th July, 2024 , issued by them and included in this Red Herring Prospectus, as required
under section 26(1)(a)(v) of the Companies Act, 2013 in this Red Herring Prospectus and as “Expert” as defined

65
under section 2(38) of the Companies Act, 2013 and such consent has not been withdrawn as on the date of this
Red Herring Prospectus.

However, the term “expert” shall not be construed to mean an “expert” as defined under the U.S. Securities
Act.

FILING OF DRAFT RED HERRING PROSPECTUS/ RED HERRING PROSPECTUS/ OFFER

DOCUMENT/ PROSPECTUS WITH THE BOARD AND THE REGISTER OF COMPANIES

The Draft Red Herring Prospectus is being filed with Bombay Stock Exchange, BSE Limited, P. J. Towers,
Dalal Street, Fort, Mumbai - 400 001.
The Draft Red Herring Prospectus will not be filed with SEBI, nor will SEBI issue any observation on the Issue
Document in terms of Regulation 246 (2) of SEBI (ICDR) Regulations, 2018. Pursuant to Regulation 246
(5) of the SEBI (ICDR) Regulations, 2018, and SEBI Circular Number SEBI/HO/CFD/DIL1/CIR/P/2018/011 dated
January 19, 2018, a copy of the Draft Red Herring Prospectus will be filed online through SEBI
Intermediary Portal at https://siportal.sebi.gov.in.
A copy of the Draft Red Herring Prospectus/ Red Herring Prospectus/ Prospectus along with the material
contracts and documents referred elsewhere in the DRHP/ RHP/Prospectus will be delivered to the Registrar of
Company, Ahmedabad, situated at ROC Bhavan, Opp. Rupal Park Society, Behind Ankur Bus Stop, Naranpura,
Ahmedabad-380013 pursuant to Section 26 of the Companies Act, 2013.

BOOK BUILDING PROCESS

Book Building, with reference to the Issue, refers to the process of collection of Bids on the basis of the Red
Herring Prospectus within the Price Band. The Price Band shall be determined by our company in consultation
with the Book Running Lead Manager in accordance with the Book Building Process and advertised in all
editions of English national newspaper, all editions of the Hindi national newspaper and in regional newspaper
where our registered office is situated at least two working days prior to the Bid/Issue opening date. The Issue
price shall be determined by our company in consultation with the Book Running Lead Manager in accordance
with the Book Building Process after the Bid/Issue Closing Date.

Principal parties involved in the Book Building Process are-

➢ Our Company

➢ The Book Running Lead Manager in this case being ISK Advisors Private Limited;

➢ The Syndicate Member(s) who are intermediaries registered with SEBI / registered as brokers with BSE
Limited and eligible to act as Underwriters. The Syndicate Member(s) will be appointed by the Book
Running Lead Manager,

➢ The Registrar to the Issue;

➢ The Escrow Collection Banks/ Bankers to the Issue and

➢ The Designated Intermediaries and Sponsor bank

The SEBI ICDR Regulations have permitted the Issue of securities to the public through the Book Building
Process, wherein allocation to the public shall be made as per Regulation 253 of the SEBI ICDR Regulations

The Issue is being made through the Book Building Process wherein 50% of the Net Issue shall be available for
allocation on a proportionate basis to QIBS, 5% of the QIB Portion shall be available for allocation on a

66
proportionate basis to Mutual Funds only, and the remainder of the QIB Portion shall be available for allocation
on a proportionate basis to all QIB Bidders, including Mutual Funds, subject to valid Bids being received at or
above the Issue Price. Further, not less than 15 % of the Net Issue shall be available for allocation on a
proportionate basis to Non-Institutional Bidders and not less than 35% of the Net Issue shall be available for
allocation to Retail Individual Bidders, in accordance with the SEBI Regulations, subject to valid Bids being
received at or above the Issue Price.

All potential Bidders may participate in the Issue through an ASBA process by providing details of their
respective bank account which will be blocked by the SCSBs. All Bidders are mandatorily required to utilize the
ASBA process to participate in the Issue. Under-subscription if any, in any category, except in the QIB Category,
would be allowed to be met with spill over from any other category or a combination of categories at the
discretion of our Company in consultation with the BRLM and the Designated Stock Exchange.

All Bidders, are mandatorily required to use the ASBA process for participating in the Issue. In accordance with
the SEBI ICDR Regulations, QIBS bidding in the QIB Portion and Non-Institutional Bidders bidding in the Non-
Institutional Portion are not allowed to withdraw or lower the size of their Bids (in terms of the quantity of the
Equity Shares or the Bid Amount) at any stage. Retail Individual Bidders can revise their Bids during the
Bid/Issue Period and withdraw their Bids until the Bid/Issue Closing Date.

Subject to valid Bids being received at or above the Issue Price, allocation to all categories in the Net Issue, shall
be made on a proportionate basis, except for Retail Portion where allotment to each Retail Individual Bidders
shall not be less than the minimum bid lot, subject to availability of Equity Shares in Retail Portion, and the
remaining available Equity Shares, if any, shall be allotted on a proportionate basis. Under-subscription, if any,
in any category, would be allowed to be met with spill-over from any other category or a combination of
categories at the discretion of our Company in consultation with the Book Running Lead Manager and the Stock
Exchange. However, under-subscription, if any, in the QIB Portion will not be allowed to be met with spill over
from other categories or a combination of categories.

In terms of SEBI Circular No. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 and the SEBI (Issue of
Capital and Disclosure Requirements) Regulations, 2018, all the investors applying in a public Issue shall use
only Application Supported by Blocked Amount (ASBA) process for application providing details of the bank
account which will be blocked by the Self Certified Syndicate Banks (SCSBs) for the same. Further, pursuant to
SEBI Circular No. SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 01, 2018, Retail Individual Investors
applying in public Issue may use either Application Supported by Blocked Amount (ASBA) facility for making
application or also can use UPI as a payment mechanism with Application Supported by Blocked Amount for
making application. For details in this regards, specific attention is invited to the chapter titled "Issue Procedure"
beginning on page 356 of the Red Herring Prospectus.

The process of Book Building under the SEBI ICDR Regulations is subject to change from time to time and the
investors are advised to make their own judgment about investment through this process prior to making a Bid
or application in the Issue.

For further details on the method and procedure for Bidding, please see section titled "Issue Procedure" beginning on page
356 of the Red Herring Prospectus.

Illustration of the Book Building and Price Discovery Process: Bidders should note that this example is solely
for illustrative purposes and is not specific to the Issue. Bidders can bid at any price within the Price Band. For

67
instance, assume a Price Band of ₹20 to ₹ 24 per share, Issue size of 3,000 Equity Shares and receipt of five Bids
from Bidders, details of which are shown in the table below. The illustrative book given below shows the
demand for the Equity Shares of the Issuer at various prices and is collated from Bids received from various
investors.
Bid Quantity Bid Amount (₹) Cumulative Quantity Subscription
500 24 500 16.67%
1,000 23 1,500 50.00%
1,500 22 3,000 100.00%
2,000 21 5,000 166.67%
2,500 20 7,500 250.00%
The price discovery is a function of demand at various prices. The highest price at which the Issuer is able to
Issue the desired number of Equity Shares is the price at which the book cuts off, i.e., 22.00 in the above example.
The Company in consultation with the BRLM, may finalise the Issue Price at or below such Cut-Off Price, i.e.,
at or below * 22.00. All Bids at or above this Issue Price and cut-off Bids are valid Bids and are considered for
allocation in the respective categories.

Steps to be taken by the Bidders for Bidding:

➢ Check eligibility for making a Bid (see section titled "Issue Procedure" on page 356 of this Red Herring
Prospectus);

➢ Ensure that you have a demat account and the demat account details are correctly mentioned in the Bid
cum Application Form;

➢ Ensure correctness of your PAN, DP ID and Client ID mentioned in the Bid cum Application Form.
Based on these parameters, the Registrar to the Issue will obtain the Demographic Details of the Bidders
from the Depositories.

➢ Except for Bids on behalf of the Central or State Government officials, residents of Sikkim and the
officials appointed by the courts, who may be exempt from specifying their PAN for transacting in the
securities market, for Bids of all values ensure that you have mentioned your PAN allotted under the
Income Tax Act in the Bid cum Application Form. The exemption for Central of State Governments and
officials appointed by the courts and for investors residing in Sikkim is subject to the Depositary
Participant's verification of the veracity of such claims of the investors by collecting sufficient
documentary evidence in support of their claims.

➢ Ensure that the Bid cum Application Form is duly completed as per instructions given in this Red
Herring Prospectus and in the Bid cum Application Form;

68
 BID/ISSUE PROGRAMME
An indicative time table in respect of the Issue is set out below:
Event Indicative Date
Anchor open/close date 22nd November, 2024, Friday
Bid/ Issue Opening Date 25th November, 2024, Monday
Bid/ Issue Closing Date 27th November, 2024, Wednesday
Finalisation of Basis of Allotment with the Designated Stock 28th November, 2024, Thursday
Exchange
Initiation of Allotment / Refunds / Unblocking of Funds from ASBA 29th November, 2024, Friday
Account or UPI Id Linked Bank Account*
Credit of Equity Shares to demat accounts of Allottees 29th November, 2024 Friday
Commencement of trading of the Equity Shares on the Stock 2nd December, 2024 Monday
Exchange

The above timetable is indicative and does not constitute any obligation on our Company or the Book Running
Lead Manager. Whilst our Company shall ensure that all steps for the completion of the necessary formalities
for the listing and the commencement of trading of the Equity Shares on the Stock Exchange are taken within 3
Working Days of the Issue Closing Date, the timetable may change due to various factors, such as extension of
the Issue Period by our Company, or any delays in receiving the final listing and trading approval from the
Stock Exchange. The Commencement of trading of the Equity Shares will be entirely at the discretion of the
Stock Exchange and in accordance with the applicable laws.

Bid Cum Application Forms and any revision to the same shall be accepted only between 10.00 a.m. and 5.00
p.m. (IST) during the Issue Period (except for the Bid/Issue Closing Date). On the Issue Closing Date, the
Applications and any revision to the same shall be accepted between 10.00 a.m. and 3.00 p.m. (IST) or such
extended time as permitted by the Stock Exchanges, in case of Applications by Retail Individual Applicants
after taking into account the total number of applications received up to the closure of timings and reported by
the Book Running Lead Manager to the Stock Exchanges. It is clarified that Applications not uploaded on the
electronic system would be rejected. Applications will be accepted only on Working Days, i.e., Monday to
Friday (excluding any public holiday).

Due to limitation of time available for uploading Bid Cum Application Forms on the Bid/ Issue Closing Date,
the Applicants are advised to submit their applications one day prior to the Issue Closing Date and, in any case,
no later than 3.00 p.m. (IST) on the Issue Closing Date. All times mentioned in this Red Herring Prospectus are
Indian Standard Times. Applicants are cautioned that in the event a large number of Applications are received
on the Issue Closing Date, as is typically experienced in public offerings, some Applications may not get
uploaded due to lack of sufficient time. Such Applications that cannot be uploaded will not be considered for
allocation under the Issue. Applications will be accepted only on Working Days. Neither our Company nor the
BRLM is liable for any failure in uploading the Applications due to faults in any software/hardware system or
otherwise.

In accordance with the SEBI Regulations, QIBs and Non-Institutional Applicants are not allowed to withdraw
or lower the size of their applications (in terms of the quantity of the Equity Shares or the Applications Amount)
at any stage. Retail Individual Applicants can revise or withdraw their Applications prior to the Issue Closing
Date. Except Allocation to Retail Individual Investors, Allocation in the Issue will be on a proportionate basis.

69
In case of discrepancy in the data entered in the electronic book vis-à-vis the data contained in the physical or
the electronic Application Form, for a particular Applicant, the details as per the file received from the Stock
Exchange may be taken as the final data for the purpose of Allotment. In case of discrepancy in the data entered
in the electronic book vis-à-vis the data contained in the physical or electronic Application Form, for a particular
ASBA Applicant, the Registrar to the Issue shall ask the relevant SCSB or the member of the Syndicate for
rectified data.

UNDERWRITING

This Issue is 100% Underwritten. The Underwriting agreement is dated 13th July, 2024 Pursuant to the terms of
the Underwriting Agreement, the obligations of the Underwriters are several and are subject to certain
conditions specified therein. The Underwriters have indicated their intention to underwrite the following
number of specified securities being offered through this Issue:

No. of Shares Amt Underwritten % Of the Total

Details of the Underwriters Underwritten (₹in Lakhs) Issue Size
Underwritten
ISK ADVISORS PRIVATE LIMITED
501, A. N. Chambers, 130, Turner Road, Bandra
West, Mumbai-400 050
Tel No.: +91 – 22 – 26431002
Email: ncmpl@ncmpl.com 45,46,000 [●] 94.91%
Website: www.iskadvisors.com
Investor Grievance Email: enquiry@ncmpl.com
Contact Person: Mr. Ronak I. Kadri
SEBI Registration No. INM000012625
SUNFLOWER BROKING PRIVATE LIMITED
Address: Sunflower House, 5th Foor, 80 Feet
Road, Near Bhaktinagar Circle, Rajkot-360002
Tel No- 0281-2361935/ 079 4039 6993
Email- compliance@sunflowerbroking.com
2,44,000 [●] 5.09%
Website- www.sunflowerbroking.com
Contact Person- Mr Bhavik Vora/ Mr. Nikunj
Mehta
SEBI Registration No- INZ000195131
CIN: U65923GJ1998PTC011203
Total 47,90,000 [●] 100.00%
As per Regulation 260(2) of SEBI (ICDR) Regulations, 2018, the Book Running Lead Manager has agreed to
underwrite to a minimum extent of 15% of the Issue out of its own account.

In the opinion of the Board of Directors (based on certificate given by the Underwriters), the resources of the
above-mentioned Underwriters are sufficient to enable them to discharge their respective underwriting
obligations in full. The above – mentioned Underwriters are registered with SEBI under Section 12(1) of the
SEBI Act or registered as broker with the Stock Exchange.

70
 WITHDRAWAL OF THE ISSUE

Our Company in consultation with the Book Running Lead Managers, reserves the right not to proceed with
the Issue at any time after the Issue Opening Date but before the Board meeting for Allotment. In such an event
our Company would issue a public notice in the newspapers, in which the pre-issue advertisements were
published, within two days of the issue Closing Date or such other time as may be prescribed by SEBI, providing
reasons for not proceeding with the Issue. The Book Running Lead Manager, through the Registrar to the Issue,
shall notify the SCSBs to unblock the bank accounts of the ASBA Applicants within one day of receipt of such
notification. Our Company shall also promptly inform the Stock Exchange on which the Equity Shares were
proposed to be listed. Notwithstanding the foregoing, the Issue is also subject to obtaining the final listing and
trading approvals of the Stock Exchange, which our Company shall apply for after Allotment. If our Company
withdraws the Issue at any stage including after the Issue Closing Date and thereafter determines that it will
proceed with an IPO, our Company shall be required to file a fresh Draft Red Herring Prospectus.

MARKET MAKER/ SYNDICATE MEMBER

SUNFLOWER BROKING PRIVATE LIMITED

Address: SUNFLOWER HOUSE,
5th Floor, 80 Feet Road,
Near Bhaktinagar Circle
Rajkot-360002
Tel No- 0281-2361935/ 079 4039 6993
Email- compliance@sunflowerbroking.com
Website- www.sunflowerbroking.com
Contact Person- Mr. Bhavik Vora / Mr. Nikunj Mehta
SEBI Registration No- INZ000195131
CIN: U65923GJ1988PTC011203

Details of the Market Making Arrangement for this Issue

Our Company and the Book Running Lead Managers, have entered into an agreement dated 13th July, 2024 with
Sunflower Broking Private Limited, a Market Maker registered with SME Platform of BSE in order to fulfil the
obligations of Market Making

The Market Maker shall fulfil the applicable obligations and conditions as specified in the SEBI (ICDR)
Regulations, and its amendments from time to time and the circulars issued by the BSE and SEBI regarding this
matter from time to time.

Following is a summary of the key details pertaining to the Market Making arrangement:

1. The Market Maker shall be required to provide a 2-way quote for 75% of the time in a day. The same shall
be monitored by the Stock Exchange. Further, the Market Maker shall inform the exchange in advance for
each and every black out period when the quotes are not being offered by the Market Maker.
2. The minimum depth of the quote shall be ₹ 1,00,000. However, the investors with holdings of value less
than ₹1,00,000 shall be allowed to offer their holding to the Market Maker in that scrip provided that he
sells his entire holding in that scrip in one lot along with a declaration to the effect to the selling broker.
3. The Inventory Management and Buying/Selling Quotations and its mechanism shall be as per the relevant
circulars issued by SEBI and SME Platform of BSE from time to time.
4. Execution of the order at the quoted price and quantity must be guaranteed by the Market Maker, for the

71
 quotes given by him.
5. There would not be more than five Market Makers for a script at any point of time and the Market Makers
may compete with other Market Makers for better quotes to the investors.
6. The shares of the Company will be traded in continuous trading session from the time and day the company
gets listed on SME Platform of BSE and Market Maker will remain present as per the guidelines mentioned
under BSE and SEBI circulars.
7. There will be special circumstances under which the Market Maker may be allowed to withdraw
temporarily/fully from the market – for instance due to system problems or any other problems. All
controllable reasons require prior approval from the Exchange, while force-majeure will be applicable for
non-controllable reasons. The decision of the Exchange for deciding controllable and non-controllable
reasons would be final.
8. The price band shall be 20% and the Market Maker Spread (difference between the sell and the buy quote)
shall be within 10% or as intimated by Exchange from time to time.
9. The Market Maker shall have the right to terminate the said arrangement by giving a three months’ notice
or on mutually acceptable terms to the Book Running Lead Manager, who shall then be responsible to
appoint a replacement Market Maker.
In case of termination of the above-mentioned Market Making Agreement prior to the completion of the
compulsory Market Making period, it shall be the responsibility of the Book Running Lead Manager to
arrange for another Market Maker in replacement during the term of the notice period being served by the
Market Maker but prior to the date of releasing the existing Market Maker from its duties in order to ensure
compliance with the requirements of regulation 261 of the SEBI (ICDR) Regulations, 2018. Further the
Company and the Book Running Lead Manager reserve the right to appoint other Market Makers either as
a replacement of the current Market Maker or as an additional Market Maker subject to the total number of
Designated Market Makers does not exceed five or as specified by the relevant laws and regulations
applicable at that particular point of time.

10. Risk containment measures and monitoring for Market Maker: SME Platform of BSE Limited will have
all margins which are applicable on the BSE Main Board viz., Mark-to-Market, Value-At-Risk (VAR)
Margin, Extreme Loss Margin, Special Margins and Base Minimum Capital etc. BSE can impose any other
margins as deemed necessary from time-to-time.
11. Punitive Action in case of default by Market Maker: SME Platform of BSE Limited will monitor the
obligations on a real-time basis and punitive action will be initiated for any exceptions and/or non-
compliances. Penalties / fines may be imposed by the Exchange on the Market Maker, in case he is not able
to provide the desired liquidity in a particular security as per the specified guidelines. These penalties /
fines will be set by the Exchange from time to time. The Exchange will impose a penalty on the Market
Maker in case he is not present in the market (offering two-way quotes) for at least 75% of the time. The
nature of the penalty will be monetary as well as suspension in market making activities / trading
membership.
The Department of Surveillance and Supervision of the Exchange would decide and publish the penalties /
fines / suspension for any type of misconduct/ manipulation/ other irregularities by the Market Maker from
time to time.

12. Price Band and Spreads: SEBI Circular bearing reference no: CIR/MRD/DP/ 02/2012 dated January 20, 2012,
has laid down that for Issue size up to M 250 Crores, the applicable price bands for the first day shall be:

• In case equilibrium price is discovered in the Call Auction, the price band in the normal trading session
shall be 5% of the equilibrium price.
• In case equilibrium price is not discovered in the Call Auction, the price band in the normal trading
session shall be 5% of the Issue price.

72
 Additionally, the trading shall take place in TFT segment for first 10 days from commencement of trading.
The price band shall be 20% and the Market Maker Spread (difference between the sell and the buy quote)
shall be within 10% or as intimated by Exchange from time to time.

The following spread will be applicable on the SME Exchange Platform:

Sr. No. Market Price Slab (in ₹) Proposed Spread (in % to total Sale Price)
1. Up to 50 9
2. 50 to 75 8
3. 75 to 100 7
4. Above 100 6

13. Pursuant to SEBI Circular number CIR/MRD/DSA/31/2012 dated November 27, 2012, limits on the upper
side for Markets Makers during market making process has been made applicable, based on the issue size
and as follows:
Buy quote exemption threshold Re-Entry threshold for buy quote
Issue Size (including mandatory initial (including mandatory initial
inventory of 5% of the Issue Size) inventory of 5% of the Issue Size)
Up to ₹ 20 Crore 25% 24%
₹ 20 Crore to ₹50 Crore 20% 19%
₹50 Crore to ₹ 80 Crore 15% 14%
Above ₹ 80 Crore 12% 11%

All the above-mentioned conditions and systems regarding the Market Making Arrangement are subject to
change based on changes or additional regulations and guidelines from SEBI and Stock Exchange from time
to time.

73
 CAPITAL STRUCTURE
The share capital of the Company as on the date of this Red Herring Prospectus is set forth below:
(₹ in lakhs, except share data)
Amount
(₹ in Lakhs except share data)
Aggregate Aggregate
Sr. Value at Value at
No. Particulars Nominal Issue Price
Value
A Authorized Share Capital
250,00,000 Equity Shares of face value of ₹10 each 2500.00/- -

B Issued, Subscribed and Paid-up Share Capital before the Issue

1,52,17,392 Equity Shares of face value of ₹10 each 1521.73/- -

C Present Issue in terms of this Red Herring Prospectus (1)

Issue of 47,90,000 Equity Shares of ₹ 10 each fully paid- up of our
company for cash at a price of ₹ [●] per equity Share (Including a [●] [●]
Share premium of ₹ [●] per Equity Share)
Which comprises:
D Reservation for Market Maker portion
2,44,000 equity Shares of ₹10 each at a price of ₹ [●] (including a [●] [●]
Share premium of ₹ [●] per Equity Share) per Equity Share
reserved as Market Maker Portion
Net Issue to Public of 45,46,000 equity Shares of ₹10 each at a price of [●] [●]
₹ [●] (including a Share premium of ₹ [●] per Equity Share) per
Equity Share to the Public
E Net Issue to Public consists of
Allocation to Qualified Institutional Buyers: [●] [●]
Not more than 22,50,000 Equity Shares of ₹ 10/- each at an Issue Price
of ₹ [●] per Equity Share will be available for allocation to Qualified
Institutional Buyers
Allocation to Non-Institutional Investors: [●] [●]
At least 6,91,200 Equity Shares of ₹ 10/- each at an Issue Price of ₹ [●]
per Equity Share will be available for allocation to Non-Institutional
Investors
Allocation to Retail Individual Investors: [●] [●]
At least 16,04,800 Equity Shares of ₹ 10/- each at an Issue Price of ₹
[●] per Equity Share will be available for allocation to Retail
Investors
F Paid-up Equity Share Capital after the Issue
1,80,07,392 Equity Shares of ₹10 each 1800.73 /-

G Securities Premium Account

Before the Issue (as on date of this Red Herring Prospectus) 939.13/-
Securities premium after issue [●]
(1) The present Issue has been authorized pursuant to a resolution of our Board dated July 10,2024 and by Special Resolution

passed under Section 62(1)(C) of the Companies Act, 2013 at an Extra Ordinary General Meeting of our shareholders held
on July 13,2024.

74
(2)Allocation to all categories shall be made on a proportionate basis subject to valid Applications received at or above the
Issue Price. Under subscription, if any, in any of the categories, would be allowed to be met with spill-over from any of the
other categories or a combination of categories at the discretion of our Company in consultation with the Book Running
Lead Manager and Designated Stock Exchange. Such inter-se spill over, if any, would be affected in accordance with
applicable laws, rules, regulations and guidelines.

CLASS OF SHARES

The company has only one class of shares i.e., Equity shares of ₹ 10/- each only and all Equity Shares are ranked
pari-passu in all respect. All Equity Shares issued are fully paid-up as on date of this Red Herring Prospectus.
Our Company does not have any partly paid-up equity shares as on the date of this Red Herring Prospectus.
Our Company does not have any outstanding convertible instruments as on the date of this Red Herring
Prospectus.

NOTES TO THE CAPITAL STRUCTURE

1. Changes in Authorized Share Capital

Since incorporation, the capital structure of our Company has been altered in the following manner:

1. The initial authorized Share Capital of ₹ 1,00,00,000 divided into 10,00,000 Equity Shares of ₹ 10/- each was
increased to ₹5,00,00,000/- divided into 50,00,000 Equity Shares of ₹10/- each, pursuant to resolution of
shareholders passed at the EGM held on 12th November, 2010.

2. The authorised share capital of the company was further increased from ₹ 5,00,00,000/- divided into
50,00,000 Equity Shares of ₹10/- each to ₹6,00,00,000/- divided into 60,00,000 Equity Shares of ₹10/- each,
pursuant to resolution of shareholders passed at the EGM held on 21st August, 2013.

3. The authorised share capital of the company was further increased from ₹ 6,00,00,000/- divided into
60,00,000 Equity Shares of ₹10/- each to ₹8,00,00,000/- divided into 80,00,000 Equity Shares of ₹10/- each,
pursuant to resolution of shareholders passed at the EGM held on 05st June, 2014.

4. The authorised share capital of the company was further increased from ₹ 8,00,00,000/- divided into
80,00,000 Equity Shares of ₹10/- each to ₹ 25,00,00,000/- divided into 2,50,00,000 Equity Shares of ₹10/- each,
pursuant to resolution of shareholders passed at the EGM held on 27th March, 2018.

2. Share Capital History of our Company:

a) Equity Share Capital

Our Company has made allotments of Equity Shares from time to time. The following is the Equity Share
Capital Build-up of our Company:

Date of Issu Nature / Cumulativ Cumulativ

No. of Face Nature of Cumulative
Allotment e Reason of e No. of e Paid Up
Equity Value Consideratio Share
of Equity Pric Allotmen Equity Share
Shares (₹) n Premium (₹)
Shares e (₹) t Shares Capital (₹)
Upon
10,00,00 Subscriptio 10,00,0000/
Incorporatio 10 10 Cash 10,00,000 Nil
0 n to MOA -
n (1)
40,00,00 Further 5,00,00,000/
28/03/2011 (2) 10 10 Cash 50,00,000 Nil
0 Allotment -

75
 Date of Issu Nature / Cumulativ Cumulativ
No. of Face Nature of Cumulative
Allotment e Reason of e No. of e Paid Up
Equity Value Consideratio Share
of Equity Pric Allotmen Equity Share
Shares (₹) n Premium (₹)
Shares e (₹) t Shares Capital (₹)
26,08,69 Further other than 7,60,86,960/ 9,39,13,040
31/03/2018 (3) 10 46 76,08,696
6 Allotment cash - /-
76,08,69 Bonus other than 1,52,17,39 15,21,73,92 9,39,13,040
31/03/2018 (4) 10 10
6 issue cash 2 0/ /-
* Date of incorporation of our company is February 10, 2010

(1) The details of allotment of 10,00,000 Fully Paid-up Equity Shares made to the subscribers to the
Memorandum of Association,

Sr. No. Name Of Allottee No. of Equity Face Value per Issue Price per
Shares Allotted share (in ₹) share (in ₹)
1 Mr. Rajendra Baldevbhai Patel 20,000 10 10
2 Mr. Kurang Ramchandra 1,50,000 10 10
Panchal
3 Mr. Praful Baldevbhai Patel 20,000 10 10
4 Mrs. Kokilaben Baldevbhal Patel 20,000 10 10
5 Mr. Kantibhai Somabhai Patel 70,000 10 10
6 Mr. Ramanbhai Lalbhai Patel 70,000 10 10
7 Mr. Rohitkumar Ratllal Patel 30,000 10 10
8 Mrs. Veena Rohitkumar Patel 40,000 10 10
9 Mrs. Vasantiben Amrutlal Patel 70,000 10 10
10 Mr. Patel Vishal Hemantbhai 20,000 10 10
11 Mr. Patel Jitendra Kumar 30,000 10 10
Ratilala
12 Mrs. Patel Jollyben 40,000 10 10
jitendrakumar
13 Mrs. Jyotsna Ramesh Patel 70,000 10 10
14 Mr. Krunal Daxeshbhai Panchal 1,00,000 10 10
15 Mr. Daxeshbhai 50,000 10 10
Ramchandrabhai Panchal
16 Mr. Nehal Ramchandrabhai 1,50,000 10 10
Panchal
17 Mrs. Savitaben Ramchandbhai 50,000 10 10
Panchal
Total 10,00,000 - -

76
 (2) The details of allotment of 40,00,000 Fully Paid-up Equity Shares made on 28th March,2011, by way of
further allotment is as follows:

Sr. No. Name Of Allottees No. of Equity Face Value per Issue Price per
Shares share (in ₹) share (in ₹)
1 Mrs. Savitaben Ramchandra 2,00,000 10 10
Panchal
2 Mr. Ramanlal Lalbhai Patel 2,80,000 10 10
3 Mr. Kantibhai Somabhai Patel 2,80,000 10 10
4 Mrs. Jyotsna Ramesh Patel 2,80,000 10 10
5 Mr. Kurang Ramchandrabhai 6,00,000 10 10
Panchal
6 Mr. Nehal Ramchandrabhai 6,00,000 10 10
Panchal
7 Mr. Rohitkumar Ratilal Patel 1,20,000 10 10
8 Mr. Jitendrakumar Ratilal Patel 1,20,000 10 10
9 Mrs. Vashantiben Amrutlal Patel 2,80,000 10 10
10 Mr. Daxesh Ramchandrabhai 2,00,000 10 10
Panchal
11 Mrs. Kokilaben Baldevbhai Patel 80,000 10 10
12 Mr. Rajendra Baldevbhai Patel 80,000 10 10
13 Mr. Praful Baldevbhai Patel 80,000 10 10
14 Mr. Vishal Hemantkumar Patel 80,000 10 10
15 Mrs. Veenaben Rohitkumar Patel 1,60,000 10 10
16 Mrs. Jollybahen Jitendrakumar 1,60,000 10 10
Patel
17 Mr. Krunal Daxesh Panchal 4,00,000 10 10
TOTAL 40,00,000 - -

(3) The details of allotment of 26,08,696 Fully Paid-up Equity Shares made on 31st March,2018 to partner of M/s
Siddhi Corporation towards the consideration for succession of business of M/s Siddhi Corporation is as
follows:

Sr. No. Name Of Allottees No. of Equity Face Value per Issue Price per
Shares share (in ₹) share (in ₹)
1 Mrs.Anjnaben Prafulbhai Patel 1,40,450 10 46
2 Mr. Ankur Daxeshbhai Panchal 1,09,516 10 46
3 Mrs.Bhavnaben R. Patel 2,81,519 10 46
4 Mrs. Binaben K. Panchal 4,77,653 10 46
5 Mrs. Diptiben H. Patel 1,29,988 10 46
6 Mr. Kaxil Prafulbhai Patel 1,22,886 10 46
7 Mrs.Kokilaben B. Patel 1,40,839 10 46
8 Mrs.Manali Ankur Panchal 2,85,754 10 46
9 Mr.Praful Baldevbhai Patel 1,25,479 10 46
10 Mr. Rajendra Baldevbhai Patel 1,09,693 10 46
11 Mrs.Sangitaben N. Panchal 4,30,351 10 46
12 Mr.Vishal Hemantbhai Patel 2,54,568 10 46
Total 26,08,696 - -

77
(4) Pursuant to EGM held on 31st March, 2018 our Company has issued 76,08,696 Bonus Shares in the ratio of one bonus
share against one fully paid equity share held to all the existing shareholders of the Company.

Sr. No. Name Of Allottees No. of Equity Face Value per Issue Price per
Shares share (in ₹) share (in ₹)
1 Mr. Kurang Ramchandra 7,49,990 10 Not Applicable
Panchal
2 Mr. Praful Baldevbhai Patel 2,25,469 10 Not Applicable
3 Mr. Rajendra Baldevbhai Patel 2,09,683 10 Not Applicable
4 Mr. Nehal Ramchandrabhai 7,50,000 10 Not Applicable
Panchal
5 Mr. Daxesh Ramchandrabhai 2,49,990 10 Not Applicable
Panchal
6 Mr. Krunal Daxesh Panchal 5,00,000 10 Not Applicable
7 Mr. Vishal Hemantkumar Patel 3,54,558 10 Not Applicable
8 Mr. Kantilal Somabhai Patel 3,50,000 10 Not Applicable
9 Mr. Rohitkumar Ratilal Patel 1,50,000 10 Not Applicable
10 Mr. Jitendrakumar Ratilal Patel 1,50,000 10 Not Applicable
11 Mrs. Veenaben Rohitkumar 2,00,000 10 Not Applicable
Patel
12 Mrs. Vashantiben Amrutlal 3,50,000 10 Not Applicable
Patel
13 Mr. Ramanlal Lalbhai Patel 3,50,000 10 Not Applicable
14 Mrs. Jollyben Jitendrakumar 2,00,000 10 Not Applicable
Patel
15 Mrs.Kokilaben Baldevbhai Patel 1,00,000 10 Not Applicable
16 Mrs.Savitaben Ramchandra 2,50,000 10 Not Applicable
Panchal
17 Mrs.Jyotsna Ramesh Patel 3,50,000 10 Not Applicable
18 Mrs.Anjnaben Prafulbhai Patel 1,40,450 10 Not Applicable
19 Mr.Ankur Daxeshbhai Panchal 1,09,516 10 Not Applicable
20 Mrs.Bhavnaben R. Patel 2,81,519 10 Not Applicable
21 Mrs.Binaben K. Panchal 4,77,653 10 Not Applicable
22 Mrs.Diptiben H. Patel 1,29,988 10 Not Applicable
23 Mr. Kaxil Prafulbhai Patel 1,22,886 10 Not Applicable
24 Mrs. Kokilaben B. Patel 1,40,839 10 Not Applicable
25 Mrs.Manali Ankur Panchal 2,85,754 10 Not Applicable
26 Mrs. Sangitaben N. Panchal 4,30,351 10 Not Applicable
27 Ankur D. Panchal 10 10 Not Applicable
HUF Karta Ankur D. Panchal
28 Hemant B. Patel HUF 10 10 Not Applicable
karta Hemant B. Patel
29 Kurang R. Panchal HUF 10 10 Not Applicable
karta Kurang R. Panchal
30 Praful B. Patel HUF 10 10 Not Applicable
Karta Praful B. Patel
31 Rajendra B. Patel HUF 10 10 Not Applicable
Karta Rajendra B. Patel
Total 76,08,696 - -

78
 3. Our Company has not issued any Equity Shares for consideration other than cash except for the Equity
Shares as mentioned under:

Date Of No. Of Face Issue Price Nature of Allotted Benefits Accrued to

Allotment Equity Value (₹) (₹) Allotment Person the Company
Shares
Allotted
31/03/2018 26,08,696 10 46 Further 12 Takeover of existing
Allotment Business of M/s
Siddhi Corporation*
31/03/2018 76,08,696 10 NA Bonus Issue 31 Capitalization of
Reserves
*Note: 26,08,696 Equity Shares of ₹10 each at a price of ₹ 46 including a Share premium of ₹ 36 per Equity Share) per
equity Share allotted to the partners of M/s Siddhi Corporation. The company has obtained valuation report dated 31st
March, 2018.

4. No shares have been allotted in terms of any scheme approved under sections 391-394 of the Companies
Act, 1956 or Sections 230-234 of the Companies Act, 2013.

5. Our Company has not issued any shares pursuant to an Employee Stock Option Scheme/Employee
Stock Purchase Scheme for our employees and we do not intend to allot any shares to our employees
under Employee Stock Option Scheme/ Employee Stock Purchase Scheme from the proposed issue. As
and when, option to our employees under the Employee Stock Option Scheme, our company shall
comply with SEBI (share Based Employee Benefits and Sweet Equity) Regulation, 2021.

6. No shares have been issued at a price lower than the Issue Price within the last one year from the date
of this Red Herring Prospectus.

7. Shareholding pattern of our Company

The following is the shareholding pattern of the Company as on the date of this Red Herring Prospectus:

79
 (B)

(C)
(A)
Category (I)

(C2)
(C1)
DRs
Non-

Total
Public

Trusts
Group

Shares
Category of Share- holder (II)

Promoter
Promoter

Non-Public

Underlying

Shares held
Promoter &

by Employee
17
No. of Share-holder (III)

-
-
-
-

17
No. of fully paid-up equity shares held (IV)

1,52,17,392

1,52,17,392
-
-
-
-
-
No. of Partly paid-up equity shares held (V)

-
-
-
-
-
-
No. of shares Underlying Depository Receipts

-
-
-
-
-
(VI)

Total Nos. Shares held

(VII) = (IV) + (V) + (VI)
1,52,17,392

1,52,17,392
-
-
-
-

Shareholding as a % of total No. of

100

Shares (calculated As per SCRR, 1957)(VIII)As a %

-

100
-
-
-

of (A+B+C2)

92
92
Class-
Equity

1,52,17,3
1,52,17,3

-
-
-

-
-
Class

-
-
-
Right
(IX)

No. of voting
held in each

Total
Class of securities

1,52,17,392
1,52,17,392

-
-
-
Number of Voting Rights

Total As a %of(A+B+C)
100

100
-
-
-

No of Underlying Outstanding
-

-
-
-
-
-

Convertible securities (incl. Warrants) (X)

Share Holding as a % assuming Full convertible

securities (as a% of Diluted Share
-

Capital)(XI)=(VII)+(X)
As a % of (A+B+C2)
-
-
-
-
-
-
(a)
No

-
-
-
-
-
(XII)

-
-
Locked
In shares

(b)
Number of

%of
As a

held
total
shares

-
-
-
-
-
(a)
No

-
-
-
-
-
Or

(XIII)

-
Pledged

(b)
Otherwise

held
encumbered
No. of shares

shares

80
As a %
of total

-
-
-
-
-

No. of Equity shares held in De-mat form (XIV)

1,52,17,392

1,52,17,392
-
-
-
-
 8. Details of Major Share holders

1) The list of Shareholders holding 1% or more of the paid-up Share Capital of our Company as on the
date of this Red Herring Prospectus are:

Sr. Particulars No. of Shares % of Shares to Pre –

No. Issue Share Capital
1 Mr. Kurang Panchal 18,00,000 11.83%
2 Mrs. Beena Panchal 7,75,745 5.10%
3 Mr. Daxesh Panchal 14,57,207 9.58%
4 Mr. Krunal Panchal 10,00,000 6.57%
5 Mr. Nehal Panchal 9,75,744 6.41%
6 Mr. Utsav Panchal 15,00,000 9.86%
7 Mrs. Kokilaben Baldevbhai Patel 3,00,000 1.97%
8 Mr. Rajendra Baldevbhai Patel 18,00,000 11.83%
9 Mrs. Bhavna Patel 1,69,565 1.11%
10 Mr. Praful Patel 4,00,000 2.63%
11 Mr. Kaxil Patel 15,00,000 9.86%
12 Mr. Vishal Patel 15,00,000 9.86%
13 Mrs. Hima Patel 4,69,566 3.09%
14 Mrs. Kalaben Kantibhai Patel 7,00,000 4.60%
15 Mrs. Jyotsna Ramesh Patel 7,00,000 4.60%
Total 15,047,827 98.89 %

2) The list of Shareholders holding 1% or more of the paid-up Share Capital of our Company ten days
prior to date of this Red Herring Prospectus are:

Sr. Particulars No. of Shares % of Shares to Pre –

No. Issue Share Capital
1 Mr. Kurang panchal 18,00,000 11.83%
2 Mrs. Beena panchal 7,75,745 5.10%
3 Mr. Daxesh panchal 14,57,207 9.58%
4 Mr. Krunal panchal 10,00,000 6.57%
5 Mr. Nehal panchal 9,75,744 6.41%
6 Mr. Utsav panchal 15,00,000 9.86%
7 Mrs. Kokilaben baldevbhai patel 3,00,000 1.97%
8 Mr. Rajendra patel 18,00,000 11.83%
9 Mrs. Bhavna patel 1,69,565 1.11%
10 Mr. Praful patel 4,00,000 2.63%
11 Mr. Kaxil patel 15,00,000 9.86%
12 Mr. Vishal patel 15,00,000 9.86%
13 Mrs. Hima patel 4,69,566 3.09%
14 Mrs. Kalaben kantibhai patel 7,00,000 4.60%
15 Mrs. Jyotsna Ramesh Patel 7,00,000 4.60%
Total 15,047,827 98.89 %

81
3) The list of Shareholders holding 1% or more of the paid-up Share Capital of our Company one year prior
to date of this Red Herring Prospectus are:

Sr. Particulars No. of Shares % Of Shares to Pre –

No. Issue Share Capital
1 Anjnaben Prafulbhai Patel Jt. Prafulbhai Baldevbhai 2,80,900 1.85%
Patel
2 Bhavnaben Rajendrabhai Patel Jt. Rajendra 5,63,038 3.70%
Baldevbhai Patel
3 Beena Kurang Panchal Jt. Kurang Ramchandra 16,15,306 10.61%
Panchal
4 Daxeshbhai Ramchandrabhai Panchal Jt. Jayshree 12,90,540 8.48%
Daxeshbhai Panchal
5 Dipti H Patel Jt. Vishal H Patel 2,67,254 1.76%
6 Jitendrakumar Ratilal Patel 3,00,000 1.97%
7 Jollyben Jitendrakumar Patel 4,00,000 2.63%
8 Jyotsna Ramesh Patel 7,00,000 4.60%
9 Kalaben Kantilal Patel Jt. Nimesh Kantilal Patel 3,50,000 2.30%
10 Kalaben Kantilal Patel Jt. Gunvant Kantilal Patel 3,50,000 2.30%
11 Kaxil Prafulbhai Patel 2,45,772 1.62%
12 Kokilaben Baldevbhai Patel Jt. Bhavnaben 1,60,559 1.06%
Rajendrabhai Patel
13 Kokilaben Baldevbhai Patel Jt. Diptiben 1,60,559 1.06%
Hemantbhai Patel
14 Kokilaben Baldevbhai Patel Jt. Anjnaben Prafulbhai 1,60,560 1.06%
Patel
15 Krunal Daxeshbhai Panchal Jt. Bhumika Krunal 10,00,000 6.57%
Panchal
16 Kurang Ramchandrabhai Panchal 5,99,980 3.94%
17 Ramchandrabhai Panchal Jt. Sangita Nehal Panchal 6,00,000 3.94%
18 Praful Baldevbhai Patel Jt. Anjnaben Prafulbhai 4,49,696 2.96%
Patel
19 Rajendra Baldevbhai Patel Jt. Bhavnaben 4,13,330 2.72%
Rajendrabhai Patel
20 Ramanbhai Lalbhai Patel Jt. Jyotsanaben 7,00,000 4.60%
Ramanbhai Patel
21 Rohitkumar Ratilal Patel 3,00,000 1.97%
22 Sangitaben Nehal Panchal Jt Nehal 17,60,702 11.57%
Ramchandrabhai Panchal
23 Savitaben Ramchandra Panchal Jt Kurang 1,66,667 1.10%
Ramchandra Panchal
24 Savitaben Ramchandra Panchal Jt. Nehal 1,83,333 1.20%
Ramchandra Panchal
25 Vasantiben Amrutlal Patel 7,00,000 4.60%
26 Veenaben Rohitkumar Patel 4,00,000 2.63%
27 Vishal Hemantbhai Patel Jt. Hima Vishal Patel 7,09,116 4.66%
28 Shree Dip Smith Jt. Dip Ajit Kumar Smith 2,40,000 1.58%
Total 1,50,67,312 99.01%
82
4) The top ten Shareholders of our Company two years prior to date of this Red Herring Prospectus.

Sr. Particulars No. of Shares % Of Shares to Pre –

No. Issue Share Capital
1. Binaben K. Panchal 18,55,306 12.19 %
2. Sangitaben N. Panchal 17,60,702 11.57 %
3. Krunal Daxesh Panchal 10,00,000 6.57 %
4. Vishal Hemantkumar Patel 7,09,116 4.66 %
5. Vashantiben Amrutlal Patel 7,00,000 4.60 %
6. Ramanlal Lalbhai Patel 7,00,000 4.60 %
7. Jyotsna Ramesh Patel 7,00,000 4.60 %
8. Kalaben Kantilal Patel 7,00,000 4.60 %
9. Kurang Ramchandrabhai Panchal 5,99,980 3.94 %
10. Nehal Ramchandrabhai Panchal 6,00,000 3.94 %
Total Shares 93,25,104 61.28 %

9. Except as disclosed in the Red Herring Prospectus, our Company presently does not have any
intention or proposal to alter its capital structure for a period of six months commencing from the
date of opening of this Issue, by way of split / consolidation of the denomination of Equity Shares or
further issue of Equity Shares or securities convertible into Equity Shares, whether on a preferential
basis or issue of bonuses or rights or further public issue of specified securities or Qualified
Institutional Placement.

10. Shareholding of our Promoters

As on the date of the Red Herring Prospectus, our Promoters Mr. Rajendra Baldevbhai Patel, Mr.
Kurang Ramchandra Panchal, Mr. Utsav Nehal Panchal and Mr. Kaxil Prafulbhai Patel holds total
66,00,000 Equity Shares representing 43.37% of the pre-issue paid up equity share capital of our
Company.

The build-up of equity shareholding of Promoters of our Company is as follows:

1) Promoter name: Mr. Rajendra Baldevbhai Patel

Mr. Rajendra Baldevbhai Patel

Date of Nature of Numb Cumulat Face Issue/ Nature of Total % of % of
Allotm Issue er of ive No. Val Transfer considera Consider Pre Post
ent/ Allotmen Equity of ue Price (in ₹) tion ation Paid Issue issue
Transfe t / shares Equity (in per share (in ₹) Capit Capi
r Transfer Shares ₹) al tal
per
shar
e
10/02/20 Subscript 20,000 20,000 10 10 Cash 2,00,000
10 ion to 0.11
MOA 0.13% %

83
28/03/20 Allotmen 80,000 1,00,000 10 10 Cash 8,00,000
11 t of 0.44
shares* 0.52% %
31/03/20 Allotmen 1,09,69 2,09,693 10 46 Takeover #50,45,878
18 t of equity 3 of existing
other business
than M/s
cash** Siddhi
Corporati 0.61
on 0.72% %
31/03/20 Transfer (10) 2,09,683 10 NIL Declaration NIL
18 to of gift
Rajendra
B Patel (0.00) (0.00)
HUF % %
31/03/20 Bonus 2,09,68 4,19,366 10 Not Considera Not
18 Issue* 3 Applicable tion other Applicable 1.38 1.16
than cash % %
18/03/20 Transfer (6,036) 4,13,330 10 NIL Declaration NIL
20 to of gift
Diptiben (0.04) (0.03)
H Patel % %
03/08/20 Transfer (4,13,3 0 10 NIL Declaration NIL
22 to 30) of gift
Rajendra
Baldevbh
ai Patel
Joint
Holder
Bhavnabe
n
Rajendra (2.72) (2.30)
bhai Patel % %
25/03/20 Transfer 4,11,18 4,11,182 10 NIL Declaration NIL
24 From 2 of gift
Rajendra
Baldevbh
ai Patel
Joint
Holder
Bhavnabe
n
Rajendra
bhai Patel
(Joint 2.70 2.28
Holder) % %
25/03/20 Transfer 3,93,47 8,04,655 10 NIL Declaration NIL
24 From 3 of gift
Bhavnabe 2.59 2.19
n % %
84
 Rajendra
bhai Patel
Joint
Holder
Rajendra
Baldevbh
ai Patel
25/03/20 Transfer 20 8,04,675 10 NIL Declaration NIL
24 From of gift
Rajendra
B Patel
HUF
Karta:
Rajendra 0.00 0.00
B. Patel % %
25/03/20 Transfer 9,95,32 18,00,000 10 NIL Declaration NIL
24 From 5 of gift
Kokilabe
n
Baldevbh
ai Patel jt.
Bhavnabe
n
Rajendra 5.53
bhai Patel 6.5% %
18,00,0 60,45,878 11.82 10.00
Total 00 % %
*Pursuant to the Board Meeting held on 28th March, 2011 our company has allotted shares to the shareholders. The date
of allotment of shares is 28th March, 2011.
** Pursuant to the Extraordinary General Meeting held on 30th March, 2018 our company allotted shares pursuant to
succession of running business of M/s Siddhi Corporation. The date of allotment of shares is 31st March, 2018.
upto 9,82,228 Equity Shares of Mr. Rajendra Baldevbhai Patel will be locked-in for a period of three years.
#via issue of shares including premium amount

2) Promoter name: Mr. Kurang Ramchandra Panchal

Mr. Kurang Ramchandra Panchal

Date of Nature of Number Cumulativ Face Issu Natur Total % of % of
Allotment/ Issue of e No. of Valu e/ e of Consider Pre Post
Transfer Allotment / Equity Equity e (in Tra Consi ation Issue issue
Transfer shares Shares ₹) per nsfe derati Paid (in Capit Capita
share r on ₹) al l
Pric
e (in
₹)
per
shar
e
10/02/2010 Subscription 1,50,000 1,50,000 10 10 Cash 15,00,000
to MOA 0.98% 0.83%
85
28/03/2011 Allotment* 6,00,000 7,50,000 10 10 Cash 60,00,000
3.94% 3.33%
31/03/2018 Transfer to (10) 7,49,990 10 NIL Declar NIL
Kurang R ation
Panchal HUF of gift
Karta: Kurang (0.00)
R Panchal % (0.00)%
31/03/2018 Bonus 7,49,990 14,99,980 10 NIL Conis NIL
Allotment** derati
on
other
than
cash 4.93% 4.16%
31/03/2018 Transfer to (9,00,000 5,99,980 10 NIL Declar NIL
Beena Kurang ) ation (5.91)
Panchal of gift % (5.00)%
3/08/2022 Transfer to (599980) 0 10 NIL Declar NIL
Kurang ation
Rameshchand of gift
ra Panchal Jt.
Beena Kurang (3.94) (3.33)
Panchal % %
16/01/2024 Transfer from 1,18,291 1,18,291 10 NIL Declar NIL
Savitaben ation
Ramchandra of gift
Panchal Jt
Kurang
Ramchandra
Panchal 0.78% 0.66%
25/03/2024 Transfer from 8,39,561 9,57,852 10 NIL Declar NIL
Beena Kuang ation
Panchal Jt. of gift
Kurang
Ramchandra
Panchal 5.52% 4.66%
25/03/2024 Transfer from 5,99,980 15,57,832 10 NIL Declar NIL
Kurang ation
Ramchandra of gift
Panchal Jt.
Beena Kurang
Panchal 3.94% 3.33%
25/03/2024 Transfer from 2,40,000 17,97,832 10 NIL Declar NIL
Shree Dip ation
Smith Jt. Dip of gift
Ajitkumar
Smith 1.58% 1.33%
25/03/2024 Transfer from 20 17,97,852 10 NIL Declar NIL
Kurang R ation
Panchal HUF of gift 0.00% 0.00%

86
 Karta: Kurang
R Panchal
25/03/2024 Transfer from 2,148 18,00,000 10 59 Cash 1,26,732
Rajendra
Baldevbhai
Patel Jt.
Bhavnaben
Rajendrabhai
Patel 0.01% 0.01%
Total 18,00,00 76,26,732 11.82 10.00%
0 %
* Pursuant to the Board Meeting held on 28th March, 2011 our company has allotted shares to the shareholders. The date of
allotment of shares is 28th March, 2011.
** Pursuant to the Extraordinary General Meeting held on 31st March, 2018 our company has issued bonus shares in the
ratio of 1:1 to all existing shareholders of the company. The date of allotment of bonus shares is 31st March, 2018.
***upto 9,82,228 Equity Shares of Mr. Kurang Ramchandra Panchal will be locked-in for a period of three years.

3) Promoter name: Mr. Utsav Nehal Panchal

Mr. Utsav Nehal Panchal

Date of Nature of Numb Cumulati Face Issue/ Nature of Total % of % of
Allotme Issue er of ve No. of Val Transf Considerat Consid Pre Post
nt/ Allotment / Equity Equity ue er ion er Issue issue
Transfer Transfer shares Shares (in Price ation Capit Capit
₹) (in ₹) Paid al al
per per (in ₹)
shar share
e
25/03/20 Transfer from 12,50,0 12,50,000 10 NIL Declaration NIL
24 Sangitaben 00 of gift
Nehal
Panchal Jt.
Nehal
Ramchandra
bhai Panchal 8.21% 6.94%
25/03/20 Transfer from 2,50,00 15,00,000 10 NIL Declaration NIL
24 Utsavbhai N 0 of gift
Panchal Jt.
Nehal R.
Panchal 1.64% 1.39%
Total 15,00,0 - 9.86 8.33
00 % %
**upto 8,18,522 Equity Shares of Mr. Utsav Nehal Panchal will be locked-in for a period of three years.

87
4) Promoter name: Mr. Kaxil Prafulbhai Patel

Mr. Kaxil Prafulbhai Patel

Date of Nature of Numb Cumulati Face Issue/ Nature Total % of % of
Allotmen Issue er of ve No. of Valu Transf of Consider Pre Post
t/ Allotment Equity Equity e (in er Conside ation Paid Issue issue
Transfer / Transfer shares Shares ₹) Price ration (in ₹) Capit Capit
per (in ₹) al al
shar per
e share
31/03/201 Allotment 1,22,88 1,22,886 10 46 Takeove #56,52,756
8 * 6 r of
existing
business
M/s
Siddhi
Corporat
ion 0.81% 0.68%
31/03/201 Bonus 122886 245772 10 NIL Consider NIL
8 Allotment ation
** other
than
cash 0.81% 0.68%
25/03/202 Transfer 9,93,17 12,38,949 10 NIL Declarati NIL
4 from 7 on of gift
Kokilaben
Baldevbha
i Patel Jt.
Anjnaben
Prafulbhai
Patel 6.53% 5.52%
25/03/202 Transfer 2,11,33 14,50,284 10 NIL Declarati NIL
4 from 5 on of gift
Anjnaben
Prafulbhai
Patel Jt.
Prafulbhai
Baldevbhai
Patel 1.39% 1.17%
25/03/202 Transfer 49,696 14,99,980 10 NIL Declarati NIL
4 from on of gift
Praful
Baldevbha
i Patel Jt.
Anjnaben
Prafulbhai
Patel 0.33% 0.28%
25/03/202 Transfer 20 15,00,000 10 NIL Declarati NIL
4 from on of gift 0.00% 0.00%

88
 Praful B
Patel HUF
Kata: Praful
B Patel
Total 15,00,0 56,52,756 9.86% 8.33 %
00
*Pursuant to the Extraordinary General Meeting held on 30th March, 2018 our company allotted shares pursuant
to succession of running business of M/s Siddhi Corporation. The date of allotment of shares is 31st March, 2018.
** Pursuant to the Extraordinary General Meeting held on 31st March, 2018 our company has issued bonus shares
in the ratio of 1:1 to all existing shareholders of the company. The date of allotment of bonus shares is 31st March,
2018.
*** Upto 8,18,522 Equity Shares of Mr. Kaxil Prafulbhai Patel will be locked-in for a period of three years.
# via issue of shares including premium amount

Notes:
• None of the shares belonging to our Promoter have been pledged till date.

• The entire Promoter’ shares shall be subject to lock-in from the date of allotment of the equity shares
issued through this Red Herring Prospectus for periods as per applicable Regulations of the SEBI
(ICDR) Regulations.

• Our Promoters have confirmed to the Company and the Book Running Lead Managers that the Equity
Shares held by our Promoter have been financed from their personal funds and no loans or financial
assistance from any bank or financial institution has been availed by them for this purpose.

• All the shares held by our Promoter, were fully paid-up on the respective dates of acquisition of such
shares.

11. The average cost of acquisition of or subscription to Equity Shares by our Promoters is set forth in the
table below:

Average Cost of
No. of Equity Acquisition per
Sr. no. Name of the Promoter shares held equity share (in ₹) *
1 Rajendra Baldevbhai Patel 18,00,000 3.36
2 Kurang Ramchandra Panchal 18,00,000 4.24
3 Kaxil Prafulbhai Patel 15,00,000 3.77
4 Utsav Nehal Panchal 15,00,000 Negligible
*The average cost of acquisition of Equity Shares by our Promoters has been calculated by taking into account the
amount paid by them to acquire and Shares acquired to them as reduced by amount received on sell of shares i.e. net
of sale consideration is divided by net quantity of shares acquired.
As certified by Practicing Company Secretary, Aanal Satyawadi & Co. Company Secretary vide certificate dated
July 30, 2024.

89
12. The weighted average price of acquisition of Equity Shares by our Promoters in last one year is:

Sr. No. of Equity Shares

No. Promoter Acquired in the last one Weighted Average cost (₹)*
year
1 Mr. Rajendra Baldevbhai Patel 18,00,000 Negligible
2 Mr. Kurang Ramchandra Panchal 18,00,000 0.07
3 Mr. Utsav Nehal Panchal 15,00,000 Negligible
4 Mr. Kaxil Prafulbhai Patel 2,61,051 Negligible
* Weighted Average cost of acquisition is calculated on the basis of face value of equity shares of Rs. 10/- each. The
Weighted Average cost of acquisition of Equity Shares by our Promoter in last one year has been calculated by taking
into account the amount paid by them to acquire, by way of fresh issuance or transfer, the Equity Shares less amount
received by them for the sale of Equity Shares through transfer, if any and the net cost of acquisition has been divided
by total number of shares during last one year.

As certified by Practicing Company Secretary, Aanal Satyawadi & Co. Company Secretary vide certificate dated July
30, 2024.

13. Our Company has 17 (Seventeen) Shareholders, as on the date of this Red Herring Prospectus.

14. Pre-Issue and Post Issue Shareholding of our Promoter and Promoter’ Group

i. Set forth is the shareholding of our Promoter and Promoter Group before and after the proposed
Issue:

Pre-Issue Offer for Sale Post Issue

(OFS) Shares % of
% Of Pre- Post-
Category of Promoter No. of No. of
Issue Paid Issue
Shares Shares
Up Capital Paid Up
Capital
A. Promoter
Mr. Rajendra Baldevbhai Patel 18,000,00 11.83% 2,72,000 15,28,000 8.49%
Mr. Kurang Ramchandra 18,000,00 11.83% -
Panchal 18,00,000 10.00%
Mr. Utsav Nehal Panchal 15,00,000 9.86% - 15,00,000 8.33%
Mr. Kaxil Prafulbhai Patel 15,00,000 9.86% - 15,00,000 8.33%
Total (A) 66,00,000 43.37% 2,72,000 63,28,000 35.14%
B. Promoter Group (as
defined by SEBI (ICDR)
Regulations)
Mrs. BEENA PANCHAL 7,75,745 5.10% 3,33,333 4,42,412 2.46%
Mr. DAXESH PANCHAL 14,57,207 9.58% - 14,57,207 8.09%
Mr. NEHAL PANCHAL 9,75,744 6.41% 3,33,333 6,42,411 3.57%
Mrs. SANGITA PANCHAL 1,00,000 0.66% - 1,00,000 0.56%

90
 Pre-Issue Offer for Sale Post Issue
(OFS) Shares % of
% Of Pre- Post-
Category of Promoter No. of No. of
Issue Paid Issue
Shares Shares
Up Capital Paid Up
Capital
Mrs. KOKILABEN -
3,00,000 1.97%
BALDEVBHAI PATEL 3,00,000 1.67%
Mrs. BHAVNA PATEL 1,69,565 1.11% - 169565 0.94%
Mr. PRAFUL PATEL 4,00,000 2.63% 2,72,000 1,28,000 0.71%
Mrs. ANJANA PATEL 69,565 0.46% - 69,565 0.39%
Mr. KRUNAL PANCHAL 10,00,000 6.56% 3,33,334 6,66,666 3.70%
Mr. VISHAL PATEL 15,00,000 9.86% 2,72,000 12,28,000 6.82%
Mrs. HIMA PATEL 4,69,566 3.09% - 4,69,566 2.61%
Mrs. KALABEN KANTIBHAI 7,00,000 92,000
PATEL 4.60% 6,08,000 3.38%
Mrs. Jyotsna Ramesh Patel 7,00,000 4.60% 92,000 6,08,000 3.38%
Total (B) 86,17,392 56.63% 1728000 68,89,392 38.26%
C. Public
Offer for sale and fresh issue 0 0 20,00,000 47,90,000 26.60%
Total (C) 0 0 20,00,000 47,90,000 26.60%
Total (A+B+C) 15,217,392 100% 18,007,392 100%
1. Other Persons, Firms or
Companies whose
shareholding is
aggregated for the
- - - -
purpose of disclosing in
the Prospectus under the
heading “Shareholding of
the Promoter Group”.
Total Promoter & Promoter
15,217,392 100%
Group Holding
Total Pre‐Issue Share Capital 15,217,392 100%
Total Post‐issue Paid up 1,80,07,392 100%
- -
Share Capital

ii. Except as mentioned below, there were no shares purchased/sold by the Promoter(s) and Promoter
Group, directors of our Company and their relatives during last six months from the date filing this
Red Herring Prospectus

91
 Date of Name of allotee / Party No. of Face Value Issue Nature of
allotment transferee category Equity (₹) Price transaction
/ transfer Shares (₹)
allotted /
transferred
Kurang
Transfer through
25/03/2024 Ramchandra
declaration of gift
Panchal Promoter 16,81,709 10 NIL
Beena Kurang Promoter Transfer through
25/03/2024
Panchal group 7,75,745 10 NIL declaration of gift
Krunal Daxesh Promoter Transfer through
25/03/2024
Panchal group 10,00,000 10 NIL declaration of gift
Daxesh Transfer through
25/03/2024 Ramchandra Promoter declaration of gift
Panchal group 12,90,540 10 NIL
Nehal Transfer through
25/03/2024 Ramchandra Promoter declaration of gift
Panchal group 7,60,702 10 NIL
Utsav Nehal Transfer through
25/03/2024
Panchal Promoter 15,00,000 10 NIL declaration of gift
Sangita Nehal Promoter Transfer through
25/03/2024
Panchal group 1,00,000 10 NIL declaration of gift
Kokilaben Promoter Transfer through
25/03/2024
Baldevbhai Patel group 3,00,000 10 NIL declaration of gift
25/03/2024 Rajendra Transfer through
Baldevbhai Patel Promoter 18,00,000 10 NIL declaration of gift
25/03/2024 Bhavna Rajendra Promoter Transfer through
Patel group 1,69,565 10 NIL declaration of gift
25/03/2024 Kaxil Prafulbhai NIL Transfer through
Patel Promoter 12,54,228 10 declaration of gift
25/03/2024 Hima Vishal Promoter NIL Transfer through
Patel group 4,69,566 10 declaration of gift
25/03/2024 Vishal NIL Transfer through
Hemantbhai Promoter declaration of gift
Patel group 15,00,000 10
25/03/2024 Anjna Prafulbhai Promoter NIL Transfer through
Patel group 69,565 10 declaration of gift
25/03/2024 Praful Promoter NIL Transfer through
Baldevbhai Patel group 4,00,000 10 declaration of gift
25/03/2024 Kalaben Kantilal Promoter NIL Transfer through
Patel group 7,00,000 10 declaration of gift

None of the members of the Promoter Group, Directors and their immediate relatives have financed the
purchase by any other person of Equity shares of our Company other than in the normal course of business
of the financing entity within the period of six months immediately preceding the date of this Red Herring
Prospectus.

92
15. Promoter’ Contribution and other Lock-In details:

i. Details of Promoter’ Contribution locked-in for 3 years

Pursuant to the Regulation 236 and 238 of the SEBI (ICDR) Regulations, an aggregate of 20% of the Post-Issue
Equity Share Capital held by our Promoter shall be considered as promoter’ contribution (“Promoter’
Contribution”) and locked-in for a period of three years from the date of Allotment. The lock-in of the
Promoter’ Contribution would be created as per applicable law and procedure and details of the same shall
also be provided to the Stock Exchange before listing of the Equity Shares.

The details of the Promoter’s Equity Shares proposed to be locked-in for a period of three years are as
follows:

Mr. Rajendra Baldevbhai Patel

Date Natur Nu Cum Fa Issue/ Nature of Total Sourc % % Lock-in
of e of mbe ulati ce Transf Consideration Consi e of of of Period/(C
Allot Issue r of ve Va er derati Contr Pre Pos umulativ
ment Allot Equ No. lu Price on ibutio Iss t e no of
/ ment / ity of e (in ₹) Paid n ue iss shares
Tran Trans shar Equit (in per (in ₹) Ca ue lock-in)
sfer fer es y ₹) share pit Ca
Share pe al pit
s r al
sh
ar
e
10/02 Subsc 20,0 20,00 10 10 Cash 2,00,00 -
/2010 riptio 00 0 0
n to Own 0.1 0.1
MOA Fund 3% 1%
28/03 Allot 80,0 1,00,0 10 10 Cash 8,00,00 -
/2011 ment 00 00 0
of
shares
*
Own 0.5 0.4
Fund 2% 4%
31/03 Allot 1,09, 2,09,6 10 46 Acquisition #50,45, -
/2018 ment 693 93 of existing 878
of Business
equity M/s. Siddhi
other Corporation
than Own 0.7 0.6
cash* Fund 2% 1%

93
31/03 Transf (10) 2,09,6 10 NIL Declaration of NIL -
/2018 er to 83 gift
Rajen
dra B
(0.0
Patel
0) (0.0
HUF
N.A. % 0)%
31/03 Bonus 2,09, 4,19,3 10 Not Consideration NIL -
/2018 Issue* 683 66 applic other than
able Cash

1.3 1.1
N.A. 8% 6%
18/03 Transf (6,0 4,13,3 10 NIL Declaration of NIL -
/2020 er to 36) 30 gift
Diptib
en H
(0.0
Patel
4) (0.0
N.A. % 3)%
03/08 Transf (4,1 0 10 NIL Declaration of NIL -
/2022 er to 3,33 gift
Rajen 0)
dra
Balde
vbhai
Patel
Joint
Holde
r
Bhavn
aben
Rajen
drabh (2.7 (2.3
ai 2) 0)
Patel N.A. % %
25/03 Transf 4,11, 4,11,1 10 NIL Declaration of NIL (3 years)
/2024 er 182 82 gift 4,11,182
From
Rajen
dra
Balde
vbhai
Patel
Joint
Holde
r
Bhavn
aben 2.7 2.2
Rajen N.A. 0% 8%

94
 drabh
ai
Patel
(Joint
Holde
r)

25/03 Transf 3,93, 8,04,6 10 NIL Declaration of NIL (3 years)

/2024 er 473 55 gift 8,04,655
From
Bhavn
aben
Rajen
drabh
ai
Patel
Joint
Holde
r
Rajen
dra
Balde
vbhai 2.5 2.1
Patel N.A. 9% 9%
25/03 Transf 20 8,04,6 10 NIL Declaration of NIL (3 years)
/2024 er 75 gift 8,04,675
From
Rajen
dra B
Patel
HUF
Karta:
Rajen
dra B. 0.0 0.0
Patel N.A. 0% 0%
25/03 Transf 9,95, 18,00, 10 NIL Declaration of NIL (3 years)
/2024 er 325 000 gift 9,82,228
From (1 year)
Kokil *5,45,772
aben
Balde
vbhai
Patel
jt.
Bhavn
aben
Rajen
drabh
ai 6.5 5.5
Patel N.A. % 3%

95
 Total 18,0 - - - 60,45, 11. 10 -
0,00 878 82 %
0 %
*Note: The Number of shares locked in for 3 years and 1 year does not include the shares offered for sale.
#via issue of shares including premium amount

96
Mr. Kurang Ramchandra Panchal
Date Nature Nu Cumu Fa Issue/ Nature Total Source % % Lock-in
of of Issue mbe lative ce Transf of Consid of of of Period/(C
Allot Allotme r of No. of Va er Price Consid eration Contri Pre Pos umulative
ment/ nt / Equi Equit lue (in ₹) eration Paid bution Iss t no of
Trans Transfe ty y (in per (in ₹) ue iss shares
fer r shar Share ₹) share Cap ue lock-in)
es s pe ital Ca
r pit
sh al
are
Cash -
10/02 Subscri
/2010 ption to 1,50, 1,50,0 10 10 15,00,0
MOA 000 00 00
Own 0.98 0.83
fund % %
28/03 Allotme 6,00, 7,50,0 10 10 Cash 60,00,0 -
/2011 nt* 000 00 00
Own 3.94 3.33
fund % %
31/03 Transfer (10) 7,49,9 10 NIL Declarat NIL -
/2018 to 90 ion of
Kurang gift
R
Panchal
HUF
Karta:
Kurang
R
Panchal

(0.0
(0.0 0)
N.A. 0) % %
31/03 Bonus 7,49, 14,99, 10 Not Consid NIL -
/2018 Allotme 990 980 applica eration
nt** ble other
than Bonus 4.93 4.16
cash issue % %
31/03 Transfer (9,00 5,99,9 10 NIL Declarat NIL -
/2018 to Beena ,000) 80 ion of
Kurang gift
Panchal (5.9 (5.0
N.A. 1) % )%

97
3/08/ Transfer (599 0 10 NIL Declarat NIL -
2022 to 980) ion of
Kurang gift
Ramesh
chandra
Panchal
Jt. Beena
Kurang
Panchal (3.3
(3.9 3)
N.A. 4) % %
16/01 Transfer 1,18, 1,18,2 10 NIL Declarat NIL 1,18,291
/2024 from 291 91 ion of (3 years)
Savitabe gift
n
Ramcha
ndra
Panchal
Jt
Kurang
Ramcha
ndra 0.78 0.66
Panchal N.A. % %
25/03 Transfer 8,39, 9,57,8 10 NIL Declarat NIL 9,57,852
/2024 from 561 52 ion of (3 years)
Beena gift
Kurang
Panchal
Jt.
Kurang
Ramcha
ndra
Panchal 5.52 4.66
N.A. % %
25/03 Transfer 5,99, 15,57, 10 NIL Declarat NIL (3 years)
/2024 from 980 832 ion of 9,82,228
Kurang gift (1 year)
Ramcha 5,75,604
ndra
Panchal
Jt. Beena
Kurang
Panchal
3.94 3.33
N.A. % %

98
25/03 Transfer 2,40, 17,97, 10 NIL Declarat NIL (1 year)
/2024 from 000 832 ion of 8,15,604
Shree gift
Dip
Smith Jt.
Dip
Ajitkum
ar Smith 1.58 1.33
N.A. % %
25/03 Transfer 20 17,97, 10 NIL Declarat NIL (1 year)
/2024 from 852 ion of 8,15,624
Kurang gift
R
Panchal
HUF
Karta:
Kurang
R 0.00 0.00
Panchal N.A. % %
25/03 Transfer 2,14 18,00, 10 59 Cash 1,26,73 (1 year)
/2024 from 8 000 2 8,17,772
Rajendr
a
Baldevb
hai Patel
Jt.
Bhavna
ben
Rajendr 0.01
abhai 0.01 %
Patel N.A. %
Total 18,0 - - - 76,26,7 - 11.8 10 -
0,00 32 2% %
0

99
Mr. Utsav Nehal Panchal
Date Nature Nu Cumu Fac Issu Nature Total Source % % Lock-in
of of Issue mbe lative e e/ of Consid of of of Period/(Cu
Allot Allotme r of No. of Va Tra consid eration Contri Pre Pos mulative
ment/ nt / Equi Equit lue nsfe eration Paid (in bution Iss t no of
Trans Transfer ty y (in r ₹) ue issu shares
fer shar Share ₹) Pric Cap e lock-in)
es s per e (in ital Cap
sh ₹) ital
are per
shar
e
25/03/ Transfer 12,5 12,50, 10 NIL Declarat NIL (3 Years)
2024 from 0,00 000 ion of 8,18,522
Sangitab 0 gift
en Nehal (1Year)
Panchal 4,31,478
Jt. Nehal
Ramchan
drabhai 8.21 6.94
Panchal N.A. % %
25/03/ Transfer 2,50, 15,00, 10 NIL Declarat NIL (1 Year)
2024 from 000 000 ion of 6,81,478
Utsavbh gift
ai N
Panchal
Jt. Nehal
R. 1.64 1.39
Panchal N.A. % %
Total 15,0 - - - - 9.86 8.33 -
0,00 % %
0

100
Mr. Kaxil Prafulbhai Patel
Date Natur Nu Cumu Fac Issue/ Nature Total Source % % Lock-in
of e of mbe lative e Transfe of Consid of of of Period/(Cu
Allot Issue r of No. of Va r Price consid eration Contri Pre Pos mulative
ment/ Allot Equi Equit lue (in ₹) eration Paid (in bution Iss t no of
Trans ment / ty y (in per ₹) ue issu shares
fer Trans shar Share ₹) share Cap e lock-in)
fer es s per ital Cap
sh ital
are
31/03/ Allot 1,22, 1,22,8 10 46 Acquisi #56,52,7 (3 Years)
2018 ment* 886 86 tion of 56 1,22,886
existing
busines
s M/s.
Siddhi
Corpor Own 1.81 0.68
ation Fund % %
31/03/ Bonus 1228 24577 10 Not Consid NIL (3 Years)
2018 Allot 86 2 applica eration 2,45,772
ment* ble other
* than Bonus 0.81 0.68
cash Issue % %
25/03/ Transf 9,93, 12,38, 10 NIL Declarat NIL (3 Years)
2024 er 177 949 ion of 8,18,522
from gift
Kokila (1 year)
ben 4,20,427
Balde
vbhai
Patel
Jt.
Anjna
ben
Praful
bhai
Patel 6.53 5.52
N.A. % %

101
 25/03/ Transf 2,11, 14,50, 10 NIL Declarat NIL (1 Year)
2024 er 335 284 ion of 6,31,762
from gift
Anjna
ben
Praful
bhai
Patel
Jt.
Praful
bhai
Balde
vbhai
Patel 1.39 1.17
N.A. % %
25/03/ Transf 49,6 14,99, 10 NIL Declarat NIL (1 Year)
2024 er 96 980 ion of 6,81,458
from gift
Praful
Balde
vbhai
Patel
Jt.
Anjna
ben
Praful
bhai 0.33 0.28
Patel N.A. % %
25/03/ Transf 20 15,00, 10 NIL Declarat NIL (1 Year)
2024 er 000 ion of 6,81,478
from gift
Praful
B
Patel
HUF
Kata:
Praful
B
Patel 0.00 0.00
N.A. % %
Total 15,0 56,52,75 9.86 8.33
0,00 6 % %
0
#via issue of shares including premium amount

102
 16. The details of the Promoter’s Equity Shares proposed to be locked-in for a period of three years are
as follows:

Name of Promoter No. of Shares locked in(1) As a % of Post Issue Share Capital
Mr. Rajendra Baldevbhai Patel 9,82,228 5.45%
Mr. Kurang Ramchandra Panchal 9,82,228 5.45%
Mr. Kaxil Prafulbhai Patel 8,18,522 4.55%
Mr. Utsav Nehal Panchal 8,18,522 4.55%
Total 36,01,500 20.00%
(1)For details on the date of Allotment of the above Equity Shares, the nature of Allotment, face value and the price at

which they were acquired, please refer Note no. 1(h) under “Notes to Capital Structure”.

We confirm that in compliance with regulation 237 of SEBI ICDR Regulations, the minimum Promoter
contribution of 20% as shown above which is subject to lock-in for three years does not consist of:

• Equity Shares acquired during the preceding three years for consideration other than cash and out of
revaluation of assets or capitalization of intangible assets or bonus shares out of revaluation reserves or
reserves without accrual of cash resources.
• Equity Shares acquired by the Promoter during the preceding one year, at a price lower than the price at
which Equity Shares are being issued to public in the Issue except of Bonus Shares.
• Private placement made by solicitation of subscription from unrelated persons either directly or through
any intermediary.
• The Equity Shares held by the Promoter and offered for minimum 20% Promoter’s Contribution are not
subject to any pledge.
• Equity Shares for which specific written consent has not been obtained from the shareholders for inclusion
of their subscription in the minimum Promoter’ Contribution subject to lock-in.

We further confirm that our Promoter’ Contribution of 20% of the Post Issue Equity does not include any
contribution from Alternative Investment Funds.

ii. Details of Shares locked-in for one year

a) Pursuant to Regulation 238(b) of the SEBI (ICDR) Regulations, in addition to the Promoter’
Contribution to be locked-in for a period of 3 years, as specified above, the entire Pre-Issue Equity
Share capital will be locked in for a period of one (1) year from the date of Allotment in this Issue,
other than the Equity Shares allotted and subscribed pursuant to the Offer for Sale.
b) Pursuant to Regulation 242 of the SEBI Regulations, the Equity Shares held by our Promoter can be
pledged only with banks or financial institutions as collateral security for loans granted by such banks
or financial institutions for the purpose of financing one or more of the objects of the issue and the
pledge of shares is one of the terms of sanction of such loan. However, as on date of this Red Herring
Prospectus, none of the Equity Shares held by our Promoter have been pledged to any person,
including banks and financial institutions.
c) Pursuant to Regulation 243 of the SEBI (ICDR) Regulations, Equity Shares held by our Promoter,
which are locked in as per Regulation 238 of the SEBI (ICDR) Regulations, may be transferred to and
amongst our Promoter/ Promoter Group or to a new promoter or persons in control of our Company
subject to continuation of the lock-in in the hands of the transferees for the remaining period and
compliance with Securities and Exchange Board of India (Substantial Acquisition of Shares and
Takeover) Regulations, 2011 as applicable.

103
d) Pursuant to Regulation 243 of the SEBI (ICDR) Regulations, Equity Shares held by shareholders other
than our Promoter, which are locked-in as per Regulation 239 of the SEBI (ICDR) Regulations, may
be transferred to any other person holding shares, subject to continuation of the lock-in in the hands
of the transferees for the remaining period and compliance with Securities and Exchange Board of
India (Substantial Acquisition of Shares and Takeover) Regulations, 2011 as applicable.

17. Neither the Company, nor it’s Promoter, Directors or the Book Running Lead Managers have entered
into any buyback and/or standby arrangements for purchase of Equity Shares of the Company from
any person.

18. None of our Directors or Key Managerial Personnel holds Equity Shares in the Company, except
mentioned as below:

Sr. Name of KMP’S Designation Number of Shares held

no. as on Date on Red
Herring prospectus
1 Mr. Kurang Ramchandra Panchal Managing Director 18,00,000
2 Mr. Rajendra Baldevbhai Patel Whole-time director 18,00,000
3 Mr. Kaxil Prafulbhai Patel CFO 15,00,000
4 Mr. Utsav Nehal Panchal CEO 15,00,000
5 Ms. Jyoti Dakshesh Mochi Company Secretary -

19. Investors may note that in case of over-subscription, allotment will be on proportionate basis as
detailed under “Basis of Allotment” in the chapter titled "Issue Procedure" beginning on page no. 356 of
this Red Herring Prospectus. In case of over-subscription in all categories the allocation in the Issue
shall be as per the requirements of Regulation 43 (4) of SEBI (ICDR) Regulations, as amended from
time to time.

20. An investor cannot make an application for more than the number of Equity Shares offered in this
Issue, subject to the maximum limit of investment prescribed under relevant laws applicable to each
category of investor.

21. An over-subscription to the extent of 10% of the Net Offer can be retained for the purpose of rounding
off to the nearest integer during finalizing the allotment, subject to minimum allotment, which is the
minimum application size in this Issue. Consequently, the actual allotment may go up by a maximum
of 10% of the Net Issue, as a result of which, the post-issue paid up capital after the Issue would also
increase by the excess amount of allotment so made. In such an event, the Equity Shares held by the
Promoter and subject to lock- in shall be suitably increased; so as to ensure that 20% of the post Issue
paid-up capital is locked in.

22. Under subscription, if any, in any of the categories, would be allowed to be met with spill-over from
any of the other categories or a combination of categories at the discretion of our Company in
consultation with the Book Running Lead Manager and Designated Stock Exchange. Such inter-se
spill over, if any, would be affected in accordance with applicable laws, rules, regulations and
guidelines.

23. No payment, direct, indirect in the nature of discount, commission, and allowance, or otherwise shall
be made either by us or by our Promoter to the persons who receive allotments, if any, in this Issue.

104
24. As on date of this Red Herring Prospectus, there are no outstanding financial instruments or any other
rights that would entitle the existing Promoter or shareholders or any other person any option to
receive Equity Shares after the Issue.

25. As on date of this Red Herring Prospectus, the entire issued share capital of our Company is fully
paid-up. The Equity Shares issued through this Public Issue will be fully paid up.

26. There shall be only one denomination of Equity Shares of our Company unless otherwise permitted
by law. Our Company shall comply with disclosure and accounting norms as may be specified by
SEBI from time to time.
27. Since the entire application money is being called on application, all successful applications, shall be
issued fully paid up shares only. Also, as on the date of this Red Herring Prospectus the entire pre-
issue share capital of the Company has been made fully paid up.

28. We have not issued any Equity Shares out of revaluation reserves. We have not issued any Equity
Shares for consideration other than cash except as stated in this Red Herring Prospectus.

29. As on date of this Red Herring Prospectus, there are no outstanding ESOP’s, warrants, options or
rights to convert debentures, loans or other instruments convertible into the Equity Shares, nor has
the company ever allotted any equity shares pursuant to conversion of ESOP’s till date.

30. Our Company shall ensure that transactions in the Equity Shares by our Promoter and our Promoter
Group between the date of this Red Herring Prospectus and the Issue Closing Date shall be reported
to the Stock Exchange within 24 hours of such transaction.

31. Our Promoter and Promoter Group will not participate in the Issue.

32. The Book Running Lead Manager and its associates do not directly or indirectly hold any shares of
the Company.

33. Our Company has not revalued its assets and we do not have any revaluation reserves till date.

34. Our Company has not made any public issue (including any rights issue to the public) since its
incorporation.

105
 SECTION V – PARTICULARS OF THE ISSUE

OBJECTS OF THE ISSUE

The Offer comprises the Fresh Issue and the Offer for Sale. While the Offer for Sale comprises up to
20,00,000 Fully Paid Equity Shares of ₹ 10/- each, the Fresh Issue component comprises up to 27,90,000 Fully
Paid Equity Shares of ₹ 10/- each for offer price of ₹ [●].

OFFER FOR SALE

The proceeds from the Offer for Sale will be received by the Selling Shareholders. Our Company will not
receive any proceeds from the Offer for Sale and the proceeds received from the Offer for Sale will not form
part of the Offer Proceeds (Offer Proceeds as reduced by Offer for Sale Proceeds). Selling Shareholders will
be entitled to the proceeds from the Offer for Sale, net of its portion of the Offer related expenses and relevant
taxes thereon. The Offer Expenses are to be shared between company and Selling Shareholders in the ratio of
amount to be received by them from IPO.

FRESH ISSUE
The details of the proceeds of the Issue are set forth in the table below:(₹in lakhs)

Sr. No. Particulars Amount

1 Gross Proceeds of the Issue [●]
2 Issue related Expenses (1) [●]
Net Proceeds of the Issue [●]
(1) The Issue related expenses are estimated expenses and subject to change.

The Objects of the Net Issue is to raise funds for:

1) Capital Expenditure:
i. Purchase of cable identification, testing and fault location equipments
ii. Setting up of DC Solar Power Plant having capacity of 1300 KW;
iii. Inhouse development of Technical Expertise in Production of Green Hydrogen and
associated equipment such as Electrolysers

2) Additional Working Capital Requirement

3) General Corporate Purpose

In addition to expanding our visibility and bolstering our brand image among existing and potential
stakeholders, the listing of our Equity Shares on the SME platform of BSE is anticipated to establish a robust
public market for our shares in India. This development not only facilitates future financing for potential
expansions or diversification but also fosters accessibility and affordability in securing such funding.
Furthermore, listing on the platform is poised to attract the attention of institutional investors, both domestic
and foreign, thereby broadening our investor base and enhancing market interest in our company. It will also
provide liquidity to the existing shareholders and will also create a public trading market for the Equity Shares
of our Company.

Started the business by Establishing partnership firm “Rajesh Traders” in 1971, our company is in the business
of EPC (Engineering, Procurement & Construction) contracting and providing Turnkey services to power
transmission and distribution utilities / PSUs / Private Entities since decades. Our diverse range of services
include EHV/HV/LV underground cable networks, EHV substations and O&M activities. Our company has
106
a manpower base of nearly 1030 employees and has proven track record of knowledge and expertise in
executing large-scale projects with notable capabilities to deliver end-to-end solutions covering design,
consultancy, procurement, project execution, testing and commissioning projects on a turnkey basis. RPSL
also has a strong presence in power utility service provider in the area of operations and maintenance services,
utility services like cable testing and fault location for its utility as well as private clients. Over the period of
time, the company has gained diverse experience and expertise in this area. Our company is accredited
contractor with various State Transmission Utilities namely GETCO (Gujarat Energy Transmission
Corporation Ltd), MSETCL (Maharashtra State Electricity Transmission Company Ltd.), RRVPNL (Rajasthan
Rajya Vidyut Prasaran Nigam Ltd), PTCUL (Power Transmission Corporation of Uttarakhand Ltd.) and
MPPTCL (Madhya Pradesh Power Transmission Corporation Ltd.) for execution of Transmission projects up
to 220kV. Our Company is also associated with leading PSUs such as IOCL, ONGC, etc. and leading industrial
undertakings such as SRF, UPL, St. Gobain, Coca Cola etc.

Our company is also a registered contractor working closely with 7 of Gujarat’s leading Distribution Utilities
companies namely UGVCL (Uttar Gujarat Vij Company Ltd.), MGVCL (Madhya Gujarat), DGVCL (Dakshin
Gujarat), PGVCL (Paschim Gujarat), Torrent Power Limited Ahmedabad, Torrent Power Limited Surat and
Adani Electricity Mumbai Limited. We are ISO 9001:2015 certified company, demonstrating our capabilities
to deliver quality services to our clients, to their satisfaction and long-term relationship. We have achieved
good market position through a continued focus on evolving technologies, ensuring the delivery of round-
the-clock quality power. For more details regarding our business, please refer chapter titled “Our Business”
beginning on page no.163 of this RHP.

Deployment of the Net Proceeds (Means of Finance)

The Net Proceeds of the Issue (“Net Proceeds”) are currently expected to be deployed in accordance with the
schedule as stated below:
(₹in lakhs)
% of Net Amount to be
Proceeds funded From
Estimated Net Proceeds
Sr.
Object Amount (F. Y. 2024-25&
No.
2025-26)
(Means of
Finance)
Capital expenditure
1. i). Purchase of cable identification, testing and fault 1,794.82 [●] 1,794.82
location equipments
ii). Setting up of DC Solar Power Plant having capacity [●]
416.11 416.11
of 1300 KW
iii)Inhouse development of Technical Expertise in [●]
Production of Green Hydrogen and associated 300.00 300.00
equipment such as Electrolysers
Total (A) 2,510.93 [●] 2,510.93
2. Additional Working Capital Requirement 3,000.00 [●] 3,000.00
3. General Corporate Purpose [●] [●] [●]
Total (B) [●] [●] [●]
Net Proceeds –Total (A+B) [●] [●] [●]

The entire fund requirements are to be financed from the Net Issue Proceeds, and there is no requirement to
make firm arrangements of finance under Regulation 230(1)(e) of the SEBI Regulations through verifiable
107
means towards at least 75% of the stated means of finance, excluding the amounts to be raised through the
Issue.

Our fund requirements and deployment thereof are based on internal management estimates of our current
business plans and have not been appraised by any bank or financial institution. These are based on current
conditions and are subject to change in light of changes in external circumstances or costs or in other financial
conditions, business strategy, as discussed further below.

In the event of the estimated utilisation of the Net Proceeds in a scheduled Fiscal being not undertaken in its
entirety, the remaining Net Proceeds shall be utilised in subsequent Fiscals, as may be decided by our
Company, in accordance with applicable laws. Further, if the Net Proceeds are not completely utilised for the
objects during the respective periods stated above due to factors such as (i) economic and business conditions;
(ii) increased competition; (iii) timely completion of the Issue; (iv) market conditions outside the control of
our Company; and (v) any other commercial considerations, the remaining Net Proceeds shall be utilised (in
part or full) in subsequent periods as may be determined by our Company, in accordance with applicable
laws.

In case of any increase in the actual utilization of funds earmarked for the Objects, such additional funds for
a particular activity will be met by way of means available to our Company, including from internal accruals.
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 existing objects, if required. In case of delays in
raising funds from the Issue, our Company may deploy certain amounts towards any of the above-mentioned
Objects through a combination of Internal Accruals or Unsecured Loans (Bridge Financing) and in such case
the Funds raised shall be utilized towards repayment of such Unsecured Loans or recouping of Internal
Accruals. However, we confirm that no bridge financing has been availed as on date, which is subject to being
repaid from the Issue Proceeds.

For further details on the risks involved in our proposed fund utilization as well as executing our business
strategies, please refer chapter titled as “Risk Factors” beginning on page no. 26. The deployment of the Net Proceeds
from the Issue are based on management estimates and have not been independently appraised by any bank or financial
institution and is not subject to any monitoring by any independent agency and our Company’s management will have
flexibility in utilizing the Net Proceeds from the Issue.

Details of the Fund Requirement

1) Capital Expenditure

Following are the brief about object of the issue under capital expenditure proposed to be incurred by the
company for Setting up of DC Solar Power Plant, Purchase of cable identification, testing and fault location
equipments and Inhouse development of Technical Expertise in Production of Green Hydrogen and
associated equipment such as Electrolysers:

Sr. No Particular Estimated % of Net

Amount Proceeds
(₹ in Lakhs)
i. Purchase of cable identification, testing and fault location
equipments 1,794.82 [●]
ii. Setting up of DC Solar Power Plant having capacity of 1300
416.11
KW [●]

108
 iii. Inhouse development of Technical Expertise in Production [●]
of Green Hydrogen and associated equipment such as 300.00
Electrolysers
Total Cost of Capital Expenditure 2,510.93 [●]
Means of Finance
Net proceeds of IPO against total capital expenditure 2,510.93 [●]
i) Purchase of cable identification, testing and fault location equipments:

Rajesh Power Services Ltd. (RPSL) is in the business of EPC contracting and providing services to power
transmission and distribution utilities. The focus area of the company is EHV/HV/LV underground cable
networks and substations. Over the period of time the company has developed a unique expertise in this area.
The main clients of the company are major public and private utilities like GETCO & other GUVNL companies,
Torrent Power, Adani Electricity as well as many major industries.

With the increase in power demand, development of the solar generation systems, issues of acquiring Right
of Way for overhead lines in urban and semi urban areas and with a view to improvement the reliability,
safety and aesthetic in the last few years there is systematic transitioning from overhead lines to underground
cables network. The central and the state government have also launched several schemes to develop the UG
network. With this the EHV/HV/LV UG network is expected to grow many folds during the coming years.
Increase in the UG network will provide the huge opportunities for its testing, fault repairing, life assessment
of the cables etc. RPSL with its expertise in the area with the team of experts aims to expand its business by
creating unique position to reap the advantage for this specific business opportunity.

To achieve this, several key electrical instruments and systems are necessary. Same are listed below along with
their individual application:

Total Supplier Name

Sr Amount Address & Date of
Description Qty Image Reference
No (Including Quotation
GST) (₹)
Hightage Electric LLP

18, Lakshyavedh,
Megger make Van- Tidke Nagar, Near
mounted fully Priyanka Park Row
1 automated Cable 1 2,90,00,000 /- Houses, Untwadi.
Fault Locator with Nashik –
Diagnosis of Cable
Date: 11-10-2024

Valid till 31-12-2024

109
 Megger (India)
Private Limited

Megger test and 211, Crystal Paradise

Diagnostic System Mall off Veera Desai
2 for high voltage 1 7,60,00,000/- Road Andheri (W)
cable - HV DAC Mumbai
300 (DAMPED AC)
Date: 14-10-2024

Valid till 31-12-2024

Controls India Pvt.
Ltd.

3rd floor, Nandkutir

Building,B/h Doctor
GPR (Ground
3 2 36,00,000/- House,Ellisbridge,Ah
Penetration Radar)
medabad

Date: 15-10-2024

Valid till 31-12-2024

Controls India Pvt.
Ltd.

3rd floor, Nandkutir

MRT-700 CI Building,B/h Doctor
4 Advance, UG Cable 3 15,75,000/- House,Ellisbridge,Ah
Route Tracer medabad Gujarat,

Date: 15-10-2024

Valid till 31-12-2024

Integrated Services
and Consultancy

37, Second Floor,

TDR 410 - Cable 'Embedded Home',
fault locator with 36th Cross, 2nd Block,
MRU 30 (Earth Rajajinagar
5 5 17,50,000/-
Resistivity Meter) Bangalore,India-
& MIC 5001 (5 KV
Insulation Tester) Date:15/10/2024

Valid till 13/01/2025

(90 Days)

110
 INFINITY
Measurement
Solutions Pvt Ltd

C/2/46, Indrajit
Society, Opp.
Circuit Breaker
6 1 42,75,000/- Diamond Mill, Nikol
Analyzer
Gam Road,
Ahmedabad.

Date:11/10/2024

Valid till 31-12-2024

INFINITY
Measurement
Solutions Pvt Ltd
C/2/46, Indrajit
Society, Opp.
Primary Current
7 1 39,60,000/- Diamond Mill, Nikol
Injection Kit
Gam Road,
Ahmedabad.
Date:11/10/2024

Valid till 31-12-2024

INFINITY
Measurement
Solutions Pvt Ltd

C/2/46, Indrajit
Society, Opp.
CT Analyzer
8 1 28,45,000/- Diamond Mill, Nikol
Gam Road,
Ahmedabad.

Date:11/10/2024

Valid till 31-12-2024

INFINITY
Measurement
Solutions Pvt Ltd

C/2/46, Indrajit
Society, Opp.
9 Relay Testing Set 1 44,10,000/- Diamond Mill, Nikol
Gam Road,
Ahmedabad.

Date:11/10/2024

Valid till 31-12-2024

111
 Super Phoneix
(India)LLP

509/510, ATL
Corporate Park, L &T
DILO -
10 1 18,50,000/- Gate No.7, Saki Vihar
Multianalyser
Road, Mumbai-

Date:16/07/2024

Valid till 30-12-2024

Super Phoneix
(India)LLP

509/510, ATL
Corporate Park, L &T
DILO - SF6 GAS
11 1 60,00,000/- Gate No.7, Saki Vihar
Handling Machine
Road, Mumbai-

Date:16/07/2024

Valid till 30-12-2024

Hydraulic Winch Peace Power Private
Machine With Limited
Accessories:
214/224 Anandraj
1. Cable Pulling Industrial Estate
Winch Machine (20 Sonapur Lane, Near
Ton) - 1 Nos. Asian Paint Gate No-
3,Off LBS Road
2. Hydraulic Jack Bhandup West,
(30 Ton) - 2 Sets Mumbai Maharashtra

3. Heavy Duty Date: 17-07-2024

Straight ROLLER -
12 1,68,38,500/-
400 Nos. Valid till 31-12-2024

4. V-ROLLER - 10
Nos.

5. Bend Guide
ROLLER - 50 Nos.

6. Manhole Roller -
20 Nos.

7. Power Roller - 2
Nos.
Total 15,21,03,500
Add: GST @18% 2,73,78,630

112
 Grand Total (Incl. Taxes) 17,94,82,130
Note:
1. The quotations relied upon by us in arriving at the above cost are valid for a specific period of time and may
lapse after the expiry of the said period. Consequent upon which, there could be a possible escalation in the
cost at the actual time of purchase, resulting in increase in the estimated cost which will be funded by internal
accruals.
2. Our management has not yet placed any firm order for the above-mentioned quotation and is subject final
negotiations.
3. We have considered the above quotations for the budgetary estimate purposes and as on date of this Red
Herring Prospectus, neither our company has placed any orders nor made any payment for the above
purpose. The actual cost of procurement and actual supplier may vary.
4. We have not entered into definitive agreements with any of these suppliers and there can be no assurance
that the same suppliers would be engaged to eventually supply the equipment or at the same cost.
5. The purchase of equipment/machinery and the proposed deployment is subject to final terms and conditions
agreed with the supplier including the finalization of price, payment/credit terms, delivery schedule,
technology advancement and other market factors prevailing at that time.
6. Any additional costs incurred towards applicable taxes, freight charges, installation charges, exchange rate
fluctuations, including any contingencies etc. in relation to above object, will be met from internal accruals
of our Company.
7. We are not acquiring any second-hand machinery.

Application/ Benefit of Equipment and Machine proposed to be purchased

1) Megger make Van-mounted fully automated Cable Fault Locator with Diagnosis of Cable:

The State-of-the-art machine can be used for multipurpose activity. It can be used for the following
purposes.
1. Pre-locating of HV, EHV Cable Fault through various methods i.e. ARM (for Operation with TDR
Pre-location), ICE, Decay. Max. Voltage = 32kV, 2000 Joules, Distance: 0-160 km
2. IR Tester: Upto 5kV, 600mΩ
3. 3. DC Hi-Pot Test: 40kV / 0-100mA
4. Burning Capacity: 0-8kV, 700mA & 0-20kV, 100mA
5. Sheath Fault: 0-5 kV & 0-10 kV

Digi phone Plus: This instrument is used for pinpointing cable fault locations. It can detect the location by
hearing the acoustic sound as well as it can trace the route of the cable.

VLF testing is generally advantageous over DC HiPot testing for its reduced stress on insulation, suitability
for field conditions, ability to perform longer tests, and better detection of insulation weaknesses. While
DC HiPot testing can be useful in certain high-stress scenarios, VLF testing is often preferred for its balance
of effectiveness and safety in assessing the long-term reliability of insulation systems. During the DC Hipot
test a tree formation - a growth of conductive path within the insulation of material, which results in the
partial breakdown of dielectric material under high voltage stress.The IEC 60502-2 and IEEE 400.1-2016
standard recommend the test on cables.

113
 Partial Discharge Test: As per the IEEE 400.4 - 2022 this test is being performed to identify the healthiness
of the cable. The test also benefits e.g. early fault detection, enhanced equipment life, safety improvement
& cost saving by pre-planning of repairs & replacement of parts.

2) Megger test and Diagnostic System for high voltage cable - HV DAC 300 (DAMPED AC)

Tests high-voltage cables with a compact and transportable unit. With the increase in population of 66KV
and above voltage level cables, this system will be very useful.
In this system, we can have a few seconds to analyse the graph, as it has the advantage over the sinusoidal
waveform (This graph has a larger width of a single cycle compared to sinusoidal cycle).With very few
agencies having this system, it may provide a perfect business opportunity. It requires a trailer/Container
to transport the system. Voltage Potential at Hipot (Vph) Vph:( V(Line)/√3)+1.1For Example, If the V(line)
is 66,000 V, then, the value of Vph=(66000/√3)+1.1 38,373 Volts Thus, it is highly recommended that, above
66kV & 132kV cable systems, We Should use HV DAC-300.

3) GPR (Ground Penetration Radar)

Detects underground utilities e.g. metallic & non-metallic with high precision. It can detect armoured
cables, metallic (steel) pipes, cement & plastic pipes, fiber cables, etc. It uses Low & High-Frequency
Bandwidth to determine the precise depth. It has an in-built GPS function which enables to generate the
GPS points for accurate results.

4) MRT-700 CI Advance, UG Cable Route Tracer

Detects underground utilities e.g. metallic & non-metallic with high precision. It can detect armoured
cables, metallic (steel) pipes, cement & plastic pipes, fiber cables, etc. It uses Low & High-Frequency
Bandwidth to determine the precise depth. It has an in-built GPS function which enables to generate the
GPS points for accurate results. Locates underground cables and MS pipes. With the use of this system,
the route of existing underground cables can be easily identified with precise depth. We can also use this
device as a cable fault locator, and cable identifier. The device uses GPS points to generate the route tracing
reports. This device is extremely useful before excavation.

5) TDR 410 - Cable fault locator with MRU 30 (Earth Resistivity Meter) & MIC 5001 (5 KV Insulation
Tester)

Identifies and locates cable faults. Helps in quick location of cable faults and hence restoration of power
supply. Measures the earth's resistivity to ensure proper grounding. Tests insulation resistance of cables
and equipment.

6) Circuit Breaker Analyzer

One system for all breaker types. CIBANO 500 is the perfect test system for
* Medium-voltage CBs,
* High-voltage CBs in live-tank, dead tank and GIS design.
Minimized rewiring tasks result in very short testing times. The integrated power supply guarantees a safe
and independent operation. With HV live-tank and GIS CBs, timing measurements can be performed while

114
 both sides of the breaker stay grounded. With HV dead-tank and GIS CBs, integrated CTs can be
demagnetized.

7) Primary Current Injection Kit

The patented CPC 100 primary injection test system replaces several individual testing devices. This
reduces the costs for training and transport, and cuts down testing time. Therefore, the CPC 100 is the ideal
test set for substation asset commissioning and maintenance. You can operate the CPC 100 via the
integrated front panel, or by using the Primary Test ManagerTM (PTM) software on your laptop.

8) CT Analyzer
Analyze current transformer (CT) with the push of a button.
• Injects low test signals into secondary side of the CT
• Determines the CT‘s equivalent circuit parameters
• Identifies all relevant CT performance parameters
• Displays all relevant parameters of the CT and its accuracy at different currents and burdens
• Evaluates the CT according to the selected standard
• Determines unknown CT nameplate parameters
• Demagnetizes the CT after the test.

9) Relay Testing Set

The CMC 356 is the universal solution for testing all generations and types of protection relays. Its powerful
six current sources (three-phase mode: up to 64 A / 860 VA per channel) with a great dynamic range, make
the unit capable of testing even high-burden electromechanical relays with very high power demands.

The CMC 356 is the first choice for applications requiring the highest versatility, amplitude and power.
Commissioning engineers will particularly appreciate its ability to perform wiring and plausibility checks
of current transformers, by using primary injection of high currents from the test set.

10) DILO – MULTIANALYSER

With its innovative equipment and intuitive user interface, the MultiAnalyser SF6 meets the user’s
requirements and is ready for operation immediately after switching on. High-quality manufacture and
ergonomic design guarantee the quality standards for a compact and maintenance-friendly measuring
device with high measuring accuracy. This multi-functional measuring device allows the emission-free
determination of up to six measuring parameters with only one sample.

11) DILO - SF6 GAS HANDLING MACHINE

Starter series for medium-sized gas compartments - Made in India, developed in Germany. The service
cart of the Compact series for liquid storage offers the best entry into professional gas handling. Equipped
with the well-proven DILO components this service cart allows the recovery, filling and purification of SF
gas as well as the evacuation of air and venting of gas compartments.
This service cart offers semi-automatic operation via a 3,5" touch screen with a protective cover shielding
from sunlight and dust. It is the compact solution for emission-free gas handling thanks to self-closing
DILO couplings DN20.

115
 SPECIAL FEATURES:
o Gas recovery: < 1 mbar
o Filling of gas: 0 - 10 bar
o Evacuation of air: < 1 mbar
o Maximum storage pressure: 50 bar
o Recommended gas quantity: < 300 kg
o Operation: semi-automatic
o DILO couplings: DN20

12) HYDRAULIC WINCH MACHINE WITH ACCESSORIES

The Cable Puller provides the perfect solution for installing long or heavy lengths of cable in difficult
locations. It reduces the manpower hours required to meet installation deadlines and is safer and faster.
• Unlimited length of pull and choice of rope speed.
• Compact lightweight and portable.
• 110V or 240VAC model for internal use in buildings and tunnels.

Estimated implementation schedule for Purchase of cable identification, testing and fault location
equipments

Sr. no. Particulars Proposed Time line Status

Start date End Date
1 Identifying suppliers for purchase of July 2024 September 2024 Quotations are
equipment & inviting for quotations requested for
purchase of
equipments
2 Finalizing the quotations September 2024 November 2024 Pending
3 Placing orders November 2024 January 2025 Pending
4 Delivery of equipment January 2025 –June 2025 Pending

Note: There are no Licenses /Permission/Approvals required from any Statutory Authority or Regulatory
Body for Purchase of cable identification, testing and fault location equipments.

116
 ii. Setting Up Of DC Solar Power Plant Having Capacity of 1300 KW:

Rajesh Power Services Ltd. (RPSL) is in the business of EPC contracting and providing services to power
transmission and distribution utilities. The company has its presence in renewable and non-renewable energy
sector. In continuation to constantly support initiative of Decarbonization, RPSL has executed various
Renewable Energy Projects having total capacity of 394.00 MW as an EPC Player for Transmission and
Evacuation Schemes in Solar Sector. The details of our commissioned projects in renewable sector is given in
chapter titled “Our Business” beginning from page no. 163. Further since 2012, RPSL under the Government
of Gujarat’s 1st Solar Scheme (Charanka), owns and operates 1 MW Solar Power Plant at survey no.859/1 vill,
Patdi Surendranagar, Gujarat by entering into long term Power Purchase Agreement (PPA) for 25 Years with
PGVCL. This was one of the first solar schemes launched in 2012 for first 600MW bids and received
appreciation from Hon. Prime Minister Shri Narendra Modi ji (then Chief Minister of Gujarat).
(Source:https://www.narendramodi.in/pa/cm-to-dedicate-600-mw-solar-power-generation-capacity-to-the-nation-
4430)
RPSL proposes to setup another solar power plant with of Capacity 1300 KW DC at Survey/Block Number
114 village vasveliya Taluka Viramgam in Registration District of Ahmedabad on lease hold land. Estimated
cost to set up this Solar Plant is Rs.416.11 lakhs and it is expected to start its operation in April 2025. The
company has entered into Lease Agreement dated 26th July 2024. The Land area is 4 acre – 1,74,240 sq. ft.
(approx.) as per Supplementary deed executed on 15th October, 2024. and the lease period will be 12 years
commencing from the 1st September 2024 and ending on the 30th August, 2036.The lease agreement is between
Rajesh Power Services Limited (Lessee) and Mr. Rajendra Baldevbhai Patel (promoter of our company) &
family members of Rajendra Baldevbhai Patel (Lessor) for more details please refer to Risk factor number 7 of
this RHP begining at page no. 26.

Project Specifications and Estimated cost for setting up proposed Solar Power Plant Having Capacity Of
1300 KW is as under:

PROJECT SPECIFICATIONS
Sr. no Particulars Details
1 Installed Capacity of Plant 1,300 KWP
2 Average Power Generation Per Kwp 5 kwh/kwp/day
3 Average Power Delivered at Consumer Meter 21,06,000 kwh/annum
4 Reduction In Power Generation 0.50% YOY
5 Expected Minimum Life of Power Plant 25 Years
6 PPA Unit Rate (Assumed) Rs.3./kwh
7 Annual Escalation In Electricity Tariff (Assumed) 0.0% YOY
8 Annual Operation & Maintenance(O&M) Cost 1.0% of Project Cost
9 Yearly Escalation In O&M 10.0% YOY
10 Estimated Cost setting up solar Plant of 1300 KWP Rs. 4,16,11,100
Notes: (1) The management has estimated PPA unit rate of Rs.3.00/ Kwh based on recent standard PPA Agreement
entered by DISCOM.

Following is the detail of estimated capital expenditure for setting up of the proposed Solar Power Plant:-

Sr Amount Inclusive of Taxes

Item Description
No (Rs.)
A) Details of Materials, Equipment & Civil Cost
1 Solar Panels (Solar PV Module) 2,38,45,356/-
2 Solar Module Mounting Structure with all accessories 56,75,000

117
 3 Sungrow Inverter With Mounting Frames 20,01,440
DC Power Cables And Accessories & Earthing And Lightning
4 11,18,566
Protection System
5 Buildings & Civil Works 3,06,180
6 Electrical Installation Incl. Transformer 4,14,800
7 ACDB Panel 6,01,800
8 Remote Monitoring System (Incl. Wms) 2,36,008
9 Installations Charges 23,01,000
Subtotal (A) 3,65,00,150
B) Details of Additional Estimated Expenses
10 Cost for laying Transmission Line For 2km 23,01,000
11 Overhead Cost & Site Expenses 2,60,780
12 Fees for Engineer and Fess for Project Management consultant 4,60,200
Legal fees Charges and statutory payments for setting up the Plant
13 3,83,500
with DISCOM
14 Operations & Maintenance Charges 5,36,900
15 Miscellaneous expenses 4,68,570
16 Other incidental fund requirement 7,00,000
Subtotal (B) 51,10,950
GRAND TOTAL (Incl. GST) 4,16,11,100

A) Summary of the quotations for Materials, Equipment & Other Cost to be incurred for Setting up of
DC Solar Power Plant is as under:

Sr Description Supplier Name, Address & Date Total Cost

No. of Quotation (in Rs.)
including GST
1 Waaree Topcon 575 Wp Glass to Glass DGR ENERGY PVT LTD 2,38,45,356/-
Solar Panels (Solar PV Module) SF 710, Seventh floor , Pehel
(QTY :2,261 NOS) Lakeview
Near Vaishnodevi Circle, Khoraj,
Gandhinagar
Date : 11-07-2024
Valid till 31-12-2024
2 1) SUNGROW INVERTER 320 HX (3 Indofuzon Infra Private Limited 20,01,440/-
Qty) S-17, Foutune Floron,
2) SUNGROW INVERTER 125 KW CX- Radhanpur Road, Panchot,
P2 ( QTY:1 no.) Mehsana, Gujarat, 384002
Date: 11-07-2024
Valid till 31-12-2024
3 1) 4.00 SQMM SOLAR DC CABLE JJ ENTERPRISE 11,18,566/-
(21,000.000 mtr) G 15 Ratnam Flat
2) 4.6 SQMM COPPER RING TYPE P & T Colony Road, Opp. Chintan
LUGS (2,000 no) Park, Vasna, Ahmedabad
3) TIE CLOSURE/PACKING STRIP 300 Date: 14-10-2024
MM (35 no) Valid till 31-12-2024
4) PU FOAM 750 ML (10 no)
5) 300 MM BI METALIC LUGS (25 no)
118
 6) ESE LIGHTNING ARRESTER
DEVICE (With Pole and Striker)(01
no)
4 4IN 1OUT 800VAC ACDB PANEL (Qty Alnico Control Panels 6,01,800/-
1) Office: 206, HareKrishna Complex,
Opp. Kothawala Flat Pritamnagar,
Paldi, Ahmedabad
Date : 17-07-2024
Valid till 31-12-2024
5 Installation & Commissioning of total ARHAM RENEWTECH 30,21,980/-
capacity of 1300 KW DC Solar Sytem, 06, Shreeji Industrial Estate, Nr.
Electrical Installation inclusive of Gota Railway
Transformer, building structure and Crossing, Opp. Mayur Marble,
required Civil work Gota,
(Rate Rs. 1.50 per WP) Ahmedabad
Date: 14-10-2024
Valid till 31-12-2024
6 SOLAR MODULE MOUNTING RUDRA STRUCTEN 56,75,000/-
STRUCTURE for 1300 KW(with all 4/B Mangaldeep Society,
accessories) Rate per KW Jodhpur Gam Road, Satellite,
Rs. 3700 Ahmedabad
Date: 10-10-2024
Valid till 31-12-2024
7 Remote Monitoring System (RMS) Intellisolar Smart Solar Solution 2,36,008/-
component C Grid connected Solar (A Division of HKRP Innovations
Feeders - 3 Phase System Limited*)
1300 KWp solar Power Plant Remote Siddhi house
Monitoring System along with Weather Nr. Sasuji Dining Hall,
Sensor and other required tools Opp Lal Bunglow, Off. C.G. Road,
Navrangpura, Ahmedabad
*Group company
Date: 12-07-2024
Valid till 31-12-2024
Total including GST Rs.3,65,00,150
Note: 1). The quotations relied upon by us in arriving at the above cost are valid for a specific period of time
and may lapse after the expiry of the said period. Consequent upon which, there could be a possible
escalation in the cost at the actual time of purchase, resulting in increase in the estimated cost which
will be funded by internal accruals.
2). Our management has not yet placed any firm order for the above-mentioned quotation and is subject
final negotiations.

3. We have considered the above quotations for the budgetary estimate purposes and as on date of this
Red Herring Prospectus, neither our company has placed any orders nor made any payment for the
above purpose. The actual cost of procurement and actual supplier may vary.

4. We have not entered into definitive agreements with any of these suppliers and there can be no
assurance that the same suppliers would be engaged to eventually supply the equipment or at the
same cost.

119
 5. The purchase of equipment/machinery and the proposed deployment is subject to final terms and
conditions agreed with the supplier including the finalization of price, payment/credit terms, delivery
schedule, technology advancement and other market factors prevailing at that time.
6. Any additional costs incurred towards applicable taxes, freight charges, installation charges,
exchange rate fluctuations, including any contingencies etc. in relation to above object, will be met
from internal accruals of our Company.
7. We are not acquiring any second-hand machinery.
B) Details of Additional Estimated Expenses for setting up solar power plant:
1) Transmission Line Cost For 2km:

Cost of laying transmission line from the location of solar plant to nearest Substation is estimated to
be Rs. 23,01,000(Inclusive of Taxes) this includes cost of transmission cable, labour cost and cost of
consumables. The cost estimate are made by the management on the bases the recent EPC contacts
implemented by the company for its clients. The land for setting up the solar plant will be identified
within 2km of nearest substation to reduce the power loss during transmission of power via
transmission line between solar plants to substation.

2) Overhead Cost, Site Expenses, Legal & Technical consultancy fees:

Overhead cost & site expenses incudes logistics cost of technical staff (site visit), cost of building
temporary site office and storage shade, and other expenses incurred on site during the
implementation of the setting up solar plant and to meet other Miscellaneous expenses. Total amount
provided for Overhead Cost & Site Expenses is Rs. 2,60,780/-. Site expenses and legal charges to
support the execution of project on site is also considered by the management and estimate of the
same is Rs.8,43,700/-(Inclusive of taxes). Total amount Overhead Cost, Site Expenses, Legal &
Technical consultancy fees is estimated Rs.11,04,480 as 2.70% of the cost of setting up solar power
plant.

3) Operations & Maintenance Charges:

As the Operations and maintenance contracts entered are long term contracts, standard Operations
and Maintenance contacts are entered for 10 years and Operations and Maintenance charges are paid
upfront to maintain the plant. Total amount provided for operations and Maintenance charges is Rs.
5,36,000/- which is 1.11% of the total cost of setting up solar power plant.

Estimated implementation schedule for Setting up of DC Solar Power Plan

Following table shows the proposed implementation schedule along with the status of the process for
implementation

Sr. Particulars Proposed Time line Status

no. Start Date End Date
1 Inviting Quotation June 2024 August 2024 Completed
2 Land identification for Setting up project July 2024 December 2024 Completed. Lease
Agreement
entered on 26th
July 2024
3 Finalizing Quotation & Placing orders September 2024 December 2024 Pending
4 Commencement of work at site (Module January 2025 April 2025 Pending
Mounting Structure Incl. Foundations &
Civil Work)

120
 5 Installation of PV Solar Module February 2025 June 2025 Pending
6 Commencement of project June 2025 Pending

Note:
(1) All the necessary approvals required for Land will be obtained by the Land owner as whenever required.
(2) There are no Licenses /Permission/Approvals required from any Statutory Authority or Regulatory Body
for Setting up of DC Solar Power Plant.

Benefits of Setting up of DC Solar Power Plant

The Company shall benefit from Selling power at a fixed price to utilities or other participants offers a stable
revenue stream and predictable income over long-term contracts, typically lasting 10-20 years. The Company
can also lock-in a fixed price for captive consumption effectively hedge against energy price volatility and
market uncertainties, safeguarding profitability and enhancing financial stability over the contract period.

iii) Inhouse development of Technical Expertise in Production of Green Hydrogen and associated
equipment such as Electrolysers

To support the decarbonization initiative and to reduce the dependency on fossil fuels, the government of
India has set a massive target of Renewable Energy generation of 500MW by 2030. Utilization of the renewable
energy in the core sectors such as heavy industries, steel industries, fertilizer industries over and above the
consumption by normal industries and consumers, the govt of India have come out with several initiatives.
One of the key initiatives is to replace the conventional hydrogen with green hydrogen in such core sector
industries stated above. As a forward path, the MNRE has come out with Green Hydrogen Mission mandating
the various process industries and such core industries for utilization of Green Hydrogen starting from FY25-
26 with a small percentage of obligation increasing on year-to-year basis. The MNRE is an extended arm of
the government is also working on various measures to boost the consumption of green hydrogen such as
Export Support, Demand Creation and Enabling Policy frameworks Infrastructure development, regulation
and standards, skill development etc. The initial outlay of the mission was put as a Rs. 19744 Crores including
Rs. 17490 Crore for SIGST program, 1466 Crore for Pilot Projects, Rs. 400 Crore for R&D, and Rs. 388 Crores
for other mission components.

With these initiatives, there is an aim to reach target of production of Green Hydrogen to the tune of 5MMT
per year by 2030. The MNRE has already successfully awarded the incentives to various manufacturers for
production of electrolysers, batteries under SIGST program and still many things will come up.
(Source: Ministry of New and Renewable Energy-
URL: https://pib.gov.in/PressReleaseIframePage.aspx?PRID=2002034)

Our company is already in the business of Transmission Distribution Infrastructure Development and also
providing technical consulting to various industries. Further our company is also in business of renewable
energy through one Solar Plant and planned to set up one more solar plant. To carry forward the business of
the company, our company aims to progress in the field of Renewable Energy sector and the further ecosystem
such as production of green hydrogen and other derivatives using renewable energy power. As per present
thought process, the companies which have been enforced by the government for mandatory utilisation of
green hydrogen has to produce green hydrogen at a consumption point at their manufacturing facilities
through electrolysis of water by setting up the electrolyser stations at their plant itself. This will transform
into the huge requirement in availability of required number of electrolysers capacity in a modular fashion
and there will be a definitely huge potential available towards manufacturing sector of electrolysers.

There is also need for technical expertise solution to be provided to such companies for availability of

121
Renewable Power at competitive price with effective transmission of power from Generation Point to the
Consumption Point.

Renewable energy sector is not new to RPSL. The company has its own 1MW Solar Power Plant at Patdi,
Surendranagar, Gujarat. Further, the company has provided EPC Solutions to various Renewable energy
generation projects for Transmission of Power from Generation Site to the utility installations and also from
utility installations to the respective consumption point worth Rs.2137.87 lakhs (Approx.) for several
Government, PSUs and private companies in past years. Now, to move forward further in renewable energy
portfolio, and to enter into the business of Green Hydrogen Ecosystem, RPSL propose to venture into the
executing Electrolyser Solutions at large scales for various process industries under MNRE’s Green Hydrogen
Mission.

GREEN HYDROGEN ELECTROLYSER:

RPSL after working on renewable energy sector by installing solar plant in 2012 and executing several projects
under EPC have decided to develop expertise in green hydrogen electrolyser sector. RPSL started this process
in April 2024. The company decided to develop inhouse expertise through appointment of required technical
and support staff and take assistance from expert consultant for smooth and quick development of required
resources and organisation. Mr. B.B. Chauhan, an experienced professional, is appointed as consultant to
guide and lead RPSL’s team vide letter dated 15 th April 2024.

Mr. B. B. Chauhan, aged 62 years has experience of 40 years in the Indian Power Sector and has held key
positions like Managing Director, Gujarat Energy Transmission Corporation Ltd. Mr. Chauhan, with his
expertise in the sector, intends to play an active role as a consultant in the development of the Renewable
Energy Portfolio by Acquiring Technical Expertise in Production of Green Hydrogen and associated
equipments such as Electrolysers.

India, a nation on a transformative journey towards sustainable development, is set to become a global leader
in green hydrogen production. With a vision to achieve Net Zero emissions by 2070, India is embracing
renewable energy sources to meet its growing energy demands. Central to this mission is the development of
advanced electrolysers for green hydrogen production.

Our company, Rajesh Power Service Ltd, is at the forefront of this revolution. We are dedicated to researching
and developing high-efficiency electrolysers that will enable industries to transition from fossil fuels to green
hydrogen. Our technology aims to reduce the cost of green hydrogen production, making it a viable and
competitive alternative to traditional energy sources.

1. Brief of the project:

o Develop advanced electrolysers to support India's green hydrogen production.
o Achieve economies of scale and cost reduction in green hydrogen production.
o Contribute to India's goal of producing at least 5 MMT of green hydrogen annually by 2030 .

2. Value Proposition:
o Provide cutting-edge electrolyser technology to produce green hydrogen efficiently and cost-
effectively.
o Reduce India's dependency on imported fossil fuels.
o Enable industries to transition to green hydrogen, aiding in the decarbonization of sectors like
ammonia production, petroleum refining, and steel manufacturing.

3. Market Opportunity:
122
 o India’s hydrogen demand is currently 5 MMT annually, expected to grow with the push for green
hydrogen.
o Significant government support with an outlay of ₹ 1,066 crore for various green hydrogen projects.
o Global push for green hydrogen provides export opportunities.

4. Revenue Streams:
o Sale of electrolysers to industrial clients.
o EPC services for setting up green hydrogen production facilities.
o Government grants and incentives.

5. Key future Activities:

o Research and development of high-efficiency, cost-effective electrolysers.
o Pilot projects in mobility, shipping, or low-carbon steel production.
o Collaboration with industry partners and government bodies.
o Scaling up production facilities.

6. Key Resources:
o Skilled R&D team with expertise in electrolysis technology.
o Manufacturing facilities.
o Strategic partnerships with renewable energy providers.
o Funding from government grants and private investors.

7. Customer Segments:
o Industrial sectors like ammonia production, petroleum refining, and steel manufacturing.
o City gas distribution systems.
o Mobility, shipping, and aviation sectors for synthetic fuel applications.

We have approached Bhabha Atomic Research Centre (BARC) very well reputed research institute will provide
technical expertise and other support for Hydrogen & Electrolyser project. We will get the technical know-
how and support from BARC for following:

1) Alkaline Water Electrolyser Plant:

Alkaline Water Electrolyser Plant plays a significant role in the production of hydrogen. An Alkaline
Water Electrolyser Plant is a facility designed to produce hydrogen gas through the process of
electrolysis using alkaline water.

2) Hydrogen Gas Sensor:

A hydrogen gas sensor is a device designed to detect the presence of hydrogen gas in the surrounding
environment. They contain micro-fabricated point-contact hydrogen sensors and are used to locate
hydrogen leaks. Hydrogen gas sensors are critical devices for detecting and monitoring hydrogen gas
concentrations in various applications, contributing to safety, efficiency, and environmental
sustainability where hydrogen is utilized.

3) Hydrogen Sulphide Sensor

A hydrogen sulfide sensor is a specialized device used to detect the presence of hydrogen sulfide gas
in the air or within a specific environment. Hydrogen sulfide sensors are often integrated into broader
safety systems, including alarm systems, ventilation controls, and personal gas detectors worn by
workers in hazardous environments. Hydrogen sulfide sensors are essential devices for detecting and
monitoring the presence of this toxic gas in various industrial settings, playing a crucial role in
protecting worker health and safety and ensuring environmental compliance.
123
 Process Flow

Brief of process:

1. Renewable Energy Sources:

To produce green hydrogen, the electricity used in electrolysis must be generated from renewable sources.
Common sources are Solar Power, Wind Power and Geothermal Power.

2. Electrolysis of Water:
Electrolysis is the primary method used to produce green hydrogen. This process involves splitting water
(H₂O) into hydrogen (H₂) and oxygen (O₂) using electricity. An electrolyser is the device that performs
the electrolysis. It consists of two electrodes (anode and cathode) and an electrolyte. The electricity used
in electrolysis must come from renewable sources, such as wind, solar, or hydro power, to ensure the
hydrogen is green. The hydrogen gas is collected and stored for use, while the oxygen is typically released
into the atmosphere.

3. Storage:
Once produced, green hydrogen must be stored and distributed. Storage can be done in following ways:
o Compressed Hydrogen: Hydrogen is compressed to high pressures and stored in tanks.
o Liquefied Hydrogen: Hydrogen is cooled to very low temperatures and stored as a liquid.
o Hydrogen Carriers: Hydrogen can be stored in chemical compounds or materials, such as ammonia or
metal hydrides.

4. Applications:
Green hydrogen has various applications such as in transportation, Industrial Processes, Power
Generation & Storage and liquefaction & Export.

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 The estimated cost for developing capabilities to execute Green Hydrogen Electrolyser project is Rs. 300.00
lakhs, the break up is as under:
Sr. No. Particulars Estimated cost
(Rs.in Lakhs)

1) Technical consultant’s fee 47.00

2) Technical know-how transfer fees 23.00
3) Technical Collaboration with Electrolysers and Component companies 50.00
4) Cost of Technical & Non-Technical staff (1) 100.00
5) Expenses for trial run & other incidental expenses 80.00
Total 300.00
Note: A) The above costs for developing capabilities to execute Green Hydrogen Electrolyser project have been estimated
by management in consultation with technical consultant (Mr B.B. Chauhan) to the project.
B) Technical know how transfer fees has been estimated based on letter received from Bhabha Atomic Research
Centre (BARC).

(1) The breakdown of the estimated expenses related to Cost of Technical & Non-Technical staff is follows:
Sr. Amount to be
No Item Count Estimated Cost funded from Net
Per month Proceeds (Total Cost
(Amount in ₹) for year) (₹ in
Lakhs)
1 Senior Technical staff/ Expert(1) 2 1,50,000 36.00
2 Engineers 3 1,00,000 36.00
3 Support Staff Cost 3 50,000 18.00
4 Admin Cost 2 25,000 6.00
5 Other staff cost 2 11,000 2.64
6 Other Miscellaneous Cost 1.36
Total 100.00
Note: *A master’s degree in Electrical Engineering.

With the above technical expertise from Mr. B.B. Chauhan, technical know-how and support from Bhabha
Atomic Research Centre (BARC) and our own team of technical experts we will be able to gain required
expertise to bid/participate in various tenders which are expected in the field of generating power using Green
Hydrogen.

It is significant to gain the Technical Expertise in a timely and cost-effective manner. Please refer to chapter
titled “Risk Factor” beginning on Page no.26 of this RHP for risk associated with this object of the issue.

Estimated implementation schedule for Inhouse development of Technical Expertise in Production of

Green Hydrogen and associated equipment such as Electrolysers:

Following table shows the proposed implementation schedule along with the status of the process for
implementation:

125
 Sr. Particulars Proposed Time line Status
no. Start date End Date
1 Agreement with BB Chauhan April2024 NA Completed as
on 15th April
2024
2 Application to BARC July 2024 September 2024 13th July 2024
3 Agreement with Technical suppliers September 2024 March 2025 Pending

4 Staff Hiring December 2024 March 2025 Pending

Note:
1) There are no Licenses /Permission/Approvals required from any Statutory Authority or Regulatory
Body for Inhouse development of Technical Expertise in Production of Green Hydrogen and associated
equipment such as Electrolysers.

2) Additional Working Capital Requirement

With increase in sales revenue, the company will be in the need of additional working capital requirements
which is based on our management estimations of the future business plan from the FY 2024-25 based on our
order book of Rs. 2,35,817.40. The Company will meet additional working capital requirement to the extent of
Rs. 3,000.00 lakhs from the Net Proceeds of the Issue and balance from borrowings and internal accruals in
Financial Year 2024-25.

Details of Estimation of Working Capital requirement as is under:

(₹in lakhs)
31st 31st 31st 30th 31st
March,2022 March,2023 March,2024 Sept ,2024 March,2025
Particulars
(Restated (Restated (Restated (Restated
(Projected)
Standalone) Standalone) Standalone) Standalone)
Current Assets
Current investments 1,205.61 1,799.21 785.93 - -
Inventories 2,794.88 3,685.52 3,644.66 6,147.47 6,195.93
Trade receivables 5,677.48 5,819.08 7,371.12 9,650.70 11,056.68
Cash and bank balances 188.76 24.19 16.94 12.46 60.00
Short term Loans and 1,569.22
advances 535.13 1,227.00 1,207.09 1,271.72
Other current assets 1,743.00 1,771.47 4,331.71 6,023.86 6,626.25
Total (A) 12,144.86 14,326.47 17,357.45 23,106.21 25,508.07
Current Liabilities
Trade payables 3,401.55 3,435.73 3,143.70 8,850.08 5,300.33
Other current liabilities 761.25 2,553.79 3,147.69 3,591.15 3,516.11
Short-term provisions 1,884.96 1,939.03 1,466.21 2,192.38 1,979.38
Total (B) 6,047.76 7,928.55 7,757.60 14,633.61 10,795.83

Working Capital Gap 6,097.10 6,397.92 9,599.85 8,472.60 14,712.24

Source of Working Capital
Proceeds from IPO - - - - 3,000.00
Borrowings 2,229.91 2,195.82 3,005.54 2,974.69 3,104.90
Internal Accrual 3,867.19 4,202.10 6,594.31 5,497.91 8,607.34
Total 6,097.10 6,397.92 9,599.85 8,472.60 14,712.24
126
Source: Based on the certificate by statutory auditor M/s. Naimish N. Shah & Co. Chartered Accountant vide its
certificate dated 07.11.2024 bearing UDIN: 24033747BKAAFH2717
Assumption on working capital requirement:
We have estimated our working capital requirement based on the following holding periods which are as per
industry standard:
(in months)
Restated Standalone Projected
Particulars 31/03/2022 31/03/2023 31/03/2024 30/09/2024 31/03/2025
Trade Receivables holding period 4.64 3.37 3.10 1.85 2.65
(Months)
Inventory holding period (Months) 3.13 2.69 2.11 1.50 2.06
Trade Payable holding Period 3.56 2.38 1.82 1.96 1.64
(Months)

Justification for holding period:

Particulars Details
Current Assets
In Fiscal 2022, 2023 and 2024 our average Trade Receivables holding period was 4.64
Trade Receivables months, 3.37 months & 3.10 month respectively. The company is engaged in the
business of EPC for laying underground power transmission cables and other related
infrastructure, the specific terms of our work orders and tenders provide variation in
our trade receivable cycle. In Stub Period, average Trade Receivable holding period was
1.85 months. The company aims to maintain consistent Trade Receivable cycle of 3.00
to 3.50 months which is established and in line with typical industry norms wherein
the contracts are turnkey and end customers are government agencies. As our Oder
book is becoming stronger on Year-to-year basis, we are estimating the Trade
Receivables holding period at 2.65 months for Fiscal 2025.
Inventories Inventories of our company consists of Stock-in-Trade representing the materials
purchased for executing EPC projects and cost incurred for the projects that are in
progress but not yet completed. In Fiscal 2022, 2023 and 2024 our average Inventory
holding period was 3.13-month, 2.69 month and 2.11 month respectively. In Stub
Period, average inventory holding period was 1.50 months. The company anticipates
stabilized the inventory holding period 2.06 months by the end of Fiscal 25. Our
inventory holding period aligns with our business growth, profitability objectives and
ongoing order book.
Particulars Details
Current Liabilities
Creditor holding periods are depends upon the demand and prevailing market
Trade Payables condition. In Fiscal 2022, 2023 and 2024 our average Creditor holding period was 3.56
month, 2.38 months and 1.82 month respectively. This decline in our trade payables
holding period underscores our strategic focus on optimizing cash flow management.
By participating in projects with favourable credit terms, we can effectively handle our
payables, maintaining robust relationships with our suppliers and efficiently utilizing
our working capital. Aligning our operations with projects offering favourable credit
periods enhances our financial stability and adds flexibility to our procurement
processes. This strategic approach supports our ability to execute projects efficiently in
the competitive power transmission and distribution sector. In Stub Period, average
trade payable holding period was 1.96 months. Our company is further projecting the
127
 holding period to be reduced approximately 1.64 months by FY 2025. The expansion of
our order book in projected period indicates higher volume of business activity, leading
to increased cash flows and liquidity. With improved cash flow, we can settle our trade
payables more promptly, further reducing the holding period.

Apart from above there are other working capital requirements such as Fixed Deposits with Bank held as
margin money against guarantees, Cash and cash equivalents, Other Current Assets, Loans and advances,
short term provisions and other Liabilities. Details of which are given below:

Current investments Investment includes investment in partnership firms. The company

has 26% stake in partnership firm M/s. HKRP innovation Limited.
Cash and cash equivalents include cash in hand and balance in current
Cash and Cash Equivalents account excluding Fixed Deposits with Bank held as margin money
against guarantees. Cash and Cash Equivalent balance is estimated
based on amount required for day-to-day Business operation and for
expected Business requirement of company.
Short Term Loans and Advances include Loans and Advances given
to LLP in which directors are partners and private limited companies
Short term Loans and advances
in which director is a member. Short Term advances are given to these
related parties for business purposes.
Other Assets include Fixed Deposits with Bank held as margin money
against guarantees, Advances to supplier and other current assets
such as Balance with Revenue Authorities, Security Deposits with
Vendors, Prepaid expense, Other Deposits. Other Current Assets in
Other Current Assets
Fiscal 2024 is increased substantially Projected Other Assets are
estimated based on previous year outstanding amount and for
expected Business requirement of company based on strong order
book of the company.
Other Liabilities mainly include Statutory dues, Advance from
Other current liabilities Customers, Advances & Security deposits received. Other current
liabilities are estimated based on previous year outstanding amount
and for expected Business requirement of company.
Short-term provisions mainly include provision for tax, gratuity,
Short-term provisions director’s remuneration and other expenses. Short-term provisions
are estimated based on previous year outstanding amount and for
expected Business requirement of company.

Rationale for Increase in working capital gap from FY 2023-24 to FY 2024-25:

The Company’s business is working capital intensive. The company funds the majority of its working capital
requirements through internal accruals, financing from banks and inter corporate deposits. The company funds
the short fall in cash flow by quasi equity, instead of availing additional working capital facilities from banks as
it is involving creation of security, collateral security in addition to personal guarantee of all promoters. Further,
rate of interest for such facilities from bank is higher & involving other charges. Our Working capital
requirement for the period ended on FY 2023-24, 2022-23 and 2021-22 was ₹9,599.85 Lakhs, ₹ 6,397.92 Lakhs,
and ₹ 6,097.10 Lakhs, respectively. As on March 31, 2024, the company projects its working capital requirement
of ₹14,712.24 in FY 2024-25, which will be funded through IPO proceeds, internal accruals and financing from
banks the Company proposes to utilise ₹3,000.00 Lakhs from the Net Proceeds to fund the working capital
requirements in Fiscal Year 2025 and the balance of ₹ 11,712.24 lakhs will be funded through internal accruals
and borrowings.

128
The company saw huge rise in sales from Rs.14,680.88 Lakhs in FY 2022 to 28,496.98 Lakhs in FY 2024, this
increased sales volume required higher amount of working capital to support the large scale of operations,
higher debtor’s level and for increased inventories. We expect that our working capital requirement will
correspondingly increase in line with increase in our revenue from operations.

The company’s expansion of business in EPC contract requires additional working capital. With the increase in
project volume and scope, there is a corresponding need for more fund to finance inventory, labour and other
operational expenses.

As on date of this RHP, the company has an order book of ₹ 2,35,817.40 Lakhs to be executed during the next 2-
3 years. In Summary, the need for higher working capital post the fund raise is rooted in the strategic growth
initiatives. As we expand in EPC contract of power and transmission infrastructure sector and in renewable
energy sector, a robust working capital position becomes essential to fuel this effectively. The fund raise is a
strategic move that ensures we have the financial capacity to meet these requirements and continue delivering
value while driving sustainable growth for the company.

129
The details of an existing Order Book of ₹2,35,817.40 Lakhs (inclusive of GST) is as under:

130
131
132
133
 3) General Corporate Purpose

Our management will have flexibility to deploy ₹ [●] lacs, aggregating to [●] % of the Net Proceeds of the Issue
towards general corporate purposes, including but not restricted to strategic initiatives, partnerships, joint
ventures and acquisitions, meeting exigencies which our Company may face in the ordinary course of
business, to renovate and refurbish certain of our existing Company owned/leased and operated facilities or
premises, towards brand promotion activities or any other purposes as may be approved by our Board ,
subject to compliance with the necessary provisions of the Companies Act.

Our management, in accordance with the policies of the Board, will have flexibility in utilizing any amounts
for general corporate purposes under the overall guidance and policies of our Board. The quantum of
utilization of funds towards any of the purposes will be determined by the Board, based on the amount
actually available under this head and the business requirements of our Company, from time to time.

We confirm that any issue related expenses shall not be considered as a part of General Corporate Purpose.
Further, we confirm that in terms of Regulation 230 (2) of the SEBI ICDR Regulations, the extent of the Net
Proceeds according to this Prospectus, proposed to be used for general corporate purposes, shall not exceed
25% of the amount raised by our Company through the Issue of Equity Shares.

ISSUE RELATED EXPENSES

The total estimated Issue Expenses are ₹ [●], which is [●] % of the total Issue Size. The details of the Issue
Expenses are tabulated below:

Sr. Amount %Of Total %Of Total

Particulars
No. (₹in lakhs) Expenses Issue size
Issue Management fees including fees and payment to [●] [●] [●]
other intermediaries such as Legal Advisors,
1
Registrars, underwriters and other out of pocket
expenses.
2 Brokerage and selling commission [●] [●] [●]
3 Printing & Stationery, Distribution, Postage, etc. [●] [●] [●]
4 Advertisement and Marketing Expenses [●] [●] [●]
5 Stock Exchange Fees, Regulatory and other Expenses [●] [●] [●]
Total [●] [●] [●]
Notes:
(1) The SCSBs and other intermediaries will be entitled to a commission of ₹10/- per every valid Application Form submitted to them
and uploaded on the electronic system of the Stock Exchange by them.
(2) The SCSBs would be entitled to processing fees of ₹10/- per Application Form, for processing the Application Forms procured by
other intermediaries and submitted to the SCSBs.
(3) Further the SCSBs and other intermediaries will be entitled to selling commission of 0.01% of the Amount Allotted (product of the
number of Equity Shares Allotted and the Issue Price) for the forms directly procured by them and uploaded on the electronic system
of the Stock Exchange by them.
(4) Issuer banks for UPI Mechanism as registered with SEBI would be entitled to a processing fee of ₹ 6.50/- (plus GST) for processing
the Application Forms procured by the members of the Registered Brokers, RTAs or the CDPs and submitted to them.

The Issue expenses are estimated expenses and subject to change. The Issue expenses shall be payable within
30 working days post the date of receipt of the final invoice from the respective Intermediaries by our
Company.
The fund deployed from our of internal accruals up to September 30 ,2024 is 11.80 lakhs towards Issue related expenses.
The same has been certified by the Statutory Auditor of the Company i.e., Naimish N. Shah & Co., Chartered
Accountants vide their certificate dated November 7,2024 having UDIN:24033747BKAAFB4393. It is further stated that
the same will be reimbursed to the company from the IPO Proceeds

134
Appraisal and Bridge Loans

Our Company has not raised any bridge loans from any bank or financial institution as on the date of this
Prospectus, which are proposed to be repaid from the Net Proceeds of the Issue.

Year wise Deployment of Funds / Schedule of Implementation

As on the date of this Prospectus, no funds have been deployed on these objects. The entire Issue size is
proposed to be deployed in the Financial Year 2024 - 25.

Monitoring of Utilization of Funds

Since the proceeds from the Issue do not exceed ` 10,000 lakhs, in terms of Regulation 262 of the SEBI ICDR
Regulations, our Company is not required to appoint a monitoring agency for the purposes of this Issue. Our
Board and Audit Committee will monitor the utilisation of the proceeds of the Issue. Our Company will
disclose the utilization of the Net Proceeds under a separate head in our balance sheet along with the relevant
details, for all such amounts that have not been utilized. Our Company will indicate investments, if any, of
unutilised Net Proceeds in the balance sheet of our Company for the relevant fiscals subsequent to receipt of
listing and trading approvals from the Stock Exchange.

Pursuant to the SEBI Listing Regulations, our Company shall disclose to the Audit Committee of the Board of
Directors the uses and applications of the Net Proceeds. Our Company shall prepare a statement of funds
utilised for purposes other than those stated in this Prospectus and place it before the Audit Committee of the
Board of Directors, as required under applicable law. 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 auditor of our
Company. Furthermore, in accordance with the Regulation 32(1) of the SEBI Listing Regulations, our
Company shall furnish to the Stock Exchange on a half yearly basis, a statement indicating (i) deviations, if
any, in the utilisation of the proceeds of the Issue from the objects of the Issue as stated above; and (ii) details
of category wise variations in the utilisation of the proceeds from the Issue from the objects of the Issue as
stated above. This information will also be published in newspapers simultaneously with the interim or
annual financial results, after placing the same before the Audit Committee of the Board of Directors.

Working Capital Requirement

We fund the majority of our working capital requirements in the ordinary course of our business from our
internal accruals, financing from various banks and financial institutions.

Interim Use of Funds

Pending utilization of the Net Proceeds for the purposes described above, our Company will deposit the Net
Proceeds with scheduled commercial banks included in schedule II of the RBI Act. Our Company confirms
that it shall not use the Net Proceeds for buying, trading or otherwise dealing in shares of any listed company
or for any investment in the equity markets.

Variation in Objects

In accordance with Section 27 of the Companies Act, 2013, our Company shall not vary the objects of the Issue
without our Company being authorised to do so by the Shareholders by way of a special resolution. In
addition, the notice issued to the Shareholders in relation to the passing of such special resolution shall specify
the prescribed details as required under the Companies Act. The notice in respect of such resolution to

135
Shareholders shall simultaneously be published in the newspapers, one in English and one in regional
language of the jurisdiction where our Registered Office is situated. The Shareholders who do not agree to the
above stated proposal, our Promoters or controlling Shareholders will be required to provide an exit
opportunity to such dissenting Shareholders, at a price as may be prescribed by SEBI, in this regard.

Other Confirmations / Payment to Promoters and Promoter’s Group from the IPO Proceeds

Except as mentioned under the section ‘Details of Funds Requirement’ in this Chapter above, no part of the
Net Proceeds will be paid by our Company as consideration to our Promoter, our board of Directors, our Key
Management Personnel or Group Companies except in the normal course of business in compliance with
applicable law.

136
 BASIS FOR ISSUE PRICE

The Issue Price has been determined by our Company in consultation with the Book Running Lead Manager on the basis
of the key business strengths. The face value of the Equity Shares is ₹10 and Issue Price is ₹ [●] (including a Share
premium of ₹ [●] per Equity Share) per Equity Shares and is the issue price is 32 to 33.5 time of the face value Investors
should read the following basis with the sections titled “Risk Factors” and “Restated Financial Information” and the
chapter titled “Our Business” beginning on page nos 26, 226 and 163 respectively, of this Red Herring Prospectus to
get a more informed view before making any investment decisions. The trading price of the Equity Shares of Our
Company could decline due to these risk factors and you may lose all or part of your investments.

Qualitative Factors

Some of the qualitative factors and our strengths which form the basis for the Issue Price are:

a) Consistent Financial Performance

b) Business execution expertise and Strong Order Book of 2,35,817.40 Lakhs

c) Exploring opportunities to expand business offerings in renewable energy (Solar Energy and

Hydrogen Electrolysers)

For more details on qualitative factors, refer to chapter “Our Business” on page no. 163 of this Red Herring
Prospectus.

Quantitative Factors

The information presented in this section is derived from our Restated Financial Statements. For more details
on financial information, investors please refer the chapter titled “Restated Financial Information” beginning on
page no. 226 of this Red Herring Prospectus.

Investors should evaluate our Company taking into consideration its earnings and based on its growth
strategy. Some of the quantitative factors which may form the basis for computing the price are as follows:

1) Basic and Diluted Earnings Per Share (“EPS”)

Basic & Diluted

Particulars
EPS (in ₹) Weights
- Standalone
Year ended on March 31, 2024 17.10 3
Year ended on March 31, 2023 4.44 2
Year ended on March 31, 2022 2.26 1
Weighted Average 10.41
For the Period Ended September 30, 2024(1) Basic: 18.19 and Diluted: 18.19
- Consolidated
For the Period Ended September 30, 2024 (1) Basic: 18.76 and Diluted: 18.76
Annualised EPS for year to be ended March 31,
2025(2) Basic: 35.36 and Diluted: 35.36
(1) For the period of Six months and not annualised
(2) Additional 27,90,000 shares will be issued on on 1st December 2024 under IPO Process. Annualised EPS is
calculated by giving effect of additional shares issued w.e.f. 1 st December 2024.
137
Notes:
a. Basic EPS has been calculated as per the following formula:

Net profit/ (loss) as restated,attributable to Equity Shareholders

Basic EPS (₹) =
Weighted average number of Equity Shares outstanding during the year/period

b. Diluted EPS has been calculated as per the following formula:

Net profit/ (loss) as restated , attributable to Equity Shareholders

Diluted EPS (₹) =
Diluted Weighted average number of Equity Shares outstanding during the year/period

c. Basic and Diluted EPS calculations are in accordance with Accounting Standard 20 “Earnings per
Share”, notified under section 133 of Companies Act, 2013 read together along with paragraph 7 of
Companies (Accounting) Rules, 2014.

d. The above statement should be read in conjunction with Significant Accounting Policies and Notes to
Restated Financial Statements as appearing in “Annexure IV & V - Financial Information” under chapter
titled “Financial Statements” beginning on page no.226 of this RHP.

2) Price Earnings Ratio (“P/E”) in relation to the Price of ₹ [●] per Equity Share of Face Value of ₹10/-
each fully paid up:

P/E Ratio at the P/E Ratio at the P/E ratio at the

Particulars Floor Price Cap Price Offer Price

P/E ratio based on Basic and Diluted EPS as at [●] [●] [●]
March 31, 2024
Annualised P/E ratio based on Consolidated [●] [●] [●]
Basic and Diluted EPS of September 30, 2024 for
the year to be ended March 31, 2025

Note :P/E ratio at offer price based on Weighted Average EPS of last three years is [●].

Industry Peer Group P/E Ratio

Based on the peer group information (excluding our company) given below in this section, the P/E ratio is as
follows:

Name of the Company P/E Ratio Face Value of equity shares

(in ₹)
Advait Infratech Limited 80.71 10
Kaycee Energy and Infra Limited 37.00 10
Viviana Power Tech Limited 85.04 10
Industry Composite 67.58
Note:
1) P/E figures for the peer are computed based on closing market price as on 12th November 2024 on BSE or NSE,
divided by Basic EPS (on standalone basis) based on the functional results declared by the peers available on
website of www.bseindia.com for the Financial Year ending March, 2024.
2) The Industry Average P/E ratio is calculated on the basis of Total of P/E of peer group companies mentioned
above divided by Total number of companies.
138
3) Return on Net worth (RoNW)

Particulars RoNW (%) Weight

Year ended on March 31, 2024 30.87 3
Year ended on March 31, 2023 11.51 2
Year ended on March 31, 2022 6.59 1
Weighted Average 20.37
For the Period Ended September 30, 2024* 24.89
For the Period Ended September 30, 2024* (Consolidated) 25.47
* For the period Six months and not annualised

Note: Return on Net worth has been calculated as per the following formula:

Net profit/loss after tax, as restated

RoNW =
Net worth excluding preference share capital and revaluation reserve

4) Net Asset Value (NAV) per share

Financial Year NAV (₹)

NAV as at March 31, 2024 55.40
NAV as at September 30, 2024* 73.09
NAV as at September 30, 2024* (Consolidated) 73.66
NAV after Issue
- At Floor Price [●]
- At Cap Price [●]
Issue Price (₹) [●]

Note: Net Asset Value has been calculated as per the following formula:

i. The figures disclosed above are based on the Restated Standalone and Consolidated Financial Statements
of the Company.
Net worth excluding preference share capital and revaluation reserve
ii. NAV =
Outstanding number of Equity shares at the end of the year
iii. Net worth is computed as the sum of the aggregate of paid-up equity share capital, all reserves
created out of the profits and debit or credit balance of profit and loss account.

5) Comparison of Accounting Ratios with Listed Industry Peers

Name of the Consolidated/ CMP* Basic P/E Face NAV (₹ RoNW Revenue
Company Standalone (₹) EPS Ratio value per (%) from
(₹) (₹ per share) Operations
share (₹ in Lakh)

Rajesh Power Standalone [●] 17.10 [●] 10 55.40 30.87% 28,496.98

Services Ltd.
Listed Peers
Advait Standalone 1731.30 21.45 80.71 10 73.00 28.65% 20,743.95
Infratech
Limited

139
 Kay cee Standalone 281.55 7.61 37.00 10 40.72 14.67% 6,446.52
Energy and
Infra Limited

Viviana Standalone 932.05 10.96 85.04 10 41.02 26.73% 6,552.91

Power Tech
Limited
*CMP for our Company is considered as Issue Price.
** Source: www.nseindia.com
: www.bseindia.com
Notes:
(I) The figures of Rajesh Power Services Ltd. are based on Standalone Financial Statements as restated as
on March 31, 2024.
(II) Current Market Price (CMP) is the closing price of peer group scripts as on 12th November, 2024 on
Stock Exchange.
(III) The figures for the peer group are based on the Standalone audited financials for the year ended March
31, 2024.

Peer group comparison of revenue, PAT, EBIT, Return on Capital employed.

Advait Kaycee Viviana

Particulars Rajesh Power Infratech Energy and Power Tech
Services Limited Limited Infra Limited Limited
Revenue From Operation
(₹ in lakhs) 28,496.98 20,743.95 6,446.52 6,552.91
PAT(₹ in lakhs) 2,602.29 2,132.61 654.53 654.61
EBIT(₹ in lakhs) 4,137.65 3,533.63 1,282.22 1,161.14
Return on capital employed (%) 29.99% 39.70% 18.03% 28.20%
Note: The figures for the company and peer group are based on the Standalone audited financials for the year ended
March 31, 2024.

6) Key Performance Indicators

The KPIs disclosed below have been used historically by our Company to understand and analyse the
business performance, which in result, help us in analysing the growth of our company.

The KPIs disclosed below have been approved by a resolution of our Audit Committee and the members
of the Audit Committee have verified the details of all KPIs pertaining to our Company. Further, the
members of the Audit Committee have confirmed that there are no KPIs pertaining to our Company that
have been disclosed to any investors at any point of time during the three years period prior to the date
of filing of this RHP. Further, the KPIs herein have been certified by Naimish N. Shah & Co. by their
certificate dated 07th Novermber, 2024.

We have described and defined the KPIs, as applicable, in “Definitions and Abbreviations” on page no. 1
of this Red Herring Prospectus.

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 Particulars 30-Sept-24 FY 2023-24 FY 2022-23 FY 2021-22
Revenue from Operations 31,305.99 28,496.98 20,717.94 14,680.88
(₹ in Lakhs)
EBITDA (₹ in Lakhs) 3,607.13 3,198.39 1,254.89 1,023.12
EBITDA Margin (in %) 11.35 10.84 5.94 6.85
Profit After Tax (₹ in Lakhs) 2,768.25 2,602.29 675.15 344.6
PAT Margin (in %) 8.84 9.13 3.26 2.35
Profit After Tax (Excluding. 2538.98 1,933.78 592.10 341.76
Profit from LLP)
PAT Margin (Excluding. 8.11% 6.79% 2.86% 2.33%
Profit from LLP)
ROE (%) 24.89 36.41 12.17 6.79
ROCE (%) 25.61 29.99 15.15 11.32
Notes:

1) Revenue from Operations means the Revenue from Operations as appearing in the Restated Financial
Information.
2) EBITDA refers to profit for the year, as adjusted to exclude (i) other income, (ii) depreciation and amortization
expenses, (iii) finance costs and (iv) tax expenses.
3) EBITDA Margin refers to the percentage margin derived by dividing EBITDA by revenue from operations.
4) “ROE” means return on equity, which represents Profit after tax during the relevant year divided by Average
Equity. Average equity is calculated as average of opening and closing balance of total equity (Shareholders’
funds) for the year.
5) “ROCE” means return on capital employed, which represents EBIT (Earnings before Interest and Tax) during
the relevant year as a percentage of capital employed. Capital employed is the total of all types of capital,
other equity, total borrowings, total lease liabilities and deferred tax liabilities (net) less deferred tax assets
(net) as of the end of the relevant year.

Explanation for KPI metrics:

Revenue from Revenue from Operations is used by our management to track the revenue profile
Operations of the business and in turn helps to assess the overall financial performance of
our Company and volume of our business
EBITDA EBITDA provides information regarding the operational efficiency of the
business
EBITDA Margin (%) EBITDA Margin (%) is an indicator of the operational profitability and financial
performance of our business
PAT Profit after tax provides information regarding the overall profitability of the
business.
PAT Margin (%) PAT Margin (%) is an indicator of the overall profitability and financial
performance of our business.
Profit After Tax Profit after tax provides information after reducing profit from LLP M/s. HKRP
(Excluding. Profit from Innovations LLP, where in RPSL is a partner and has stake of 26% in the capital
LLP) of the said LLP.
RoE (%) RoE provides how efficiently our Company generates profits from shareholders’
funds.

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 RoCE (%) RoCE provides how efficiently our Company generates earnings from the capital
employed in the business.

Financial
7) The Company in consultation with the Book Running Lead Manager believes that the Issue price of ₹ [●]
(including a Share premium of ₹ [●] per Equity Share) per share for the Public Issue is justified in view of
the above parameters. The investors may also want to peruse the Risk Factors and Financials of the
company including important profitability and return ratios, as set out in the Financial Statements
included in this Red Herring Prospectus to have more informed view about the investment proposition.
The Face Value of the Equity Shares is ₹ 10 per share and the Issue Price is 32 to 33.5 time of the face value
i.e. ₹ [●] (including a Share premium of ₹ [●] per Equity Share) per shares.

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STATEMENT OF SPECIAL TAX BENEFIT

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 SECTION VI – ABOUT THE COMPANY

INDUSTRY OVERVIEW

The information in this chapter includes extracts from publicly available information, data, and statistics
and has been derived from various government publications and industry sources. The data may have been
re-classified by us for the purposes of presentation. The information may not be consistent with other
information compiled by third parties within or outside India. Industry sources and publications generally
state that the information contained therein has been obtained from sources it believes to be reliable, but
their accuracy, completeness and underlying assumptions are not guaranteed, and their reliability cannot
be assured. Industry and government publications are also prepared based on information as of specific dates
and may no longer be current or reflect current trends. Industry and government sources and publications
may also base their information on estimates, forecasts and assumptions which may prove to be incorrect.

Before deciding to invest in the Equity Shares, prospective investors should read this entire Red Herring
Prospectus, including the information in the sections "Risk Factors" and "Restated Financial Statements"
on pages 26 and 226, respectively of the Red Herring Prospectus. An investment in the Equity Shares
involves a high degree of risk. For a discussion of certain risks in connection with an investment in the
Equity Shares, please see the section ‘Risk Factors’ on page 26 of the Red Herring Prospectus. Accordingly,
investment decisions should not be based on such information.

GLOBAL ECONOMIC OVERVIEW

Economic activity was surprisingly resilient through the global disinflation of 2022–23. As global
inflation descended from its mid-2022 peak, economic activity grew steadily, defying warnings
of stagflation and global recession. Growth in employment and incomes held steady, reflecting
supportive demand developments––including greater-than-expected government spending and
household consumption—and a supply-side expansion amid, notably, an unanticipated boost to
labour force participation. The unexpected economic resilience, despite significant central bank
interest rate hikes aimed at restoring price stability, also reflects the ability of households in major
advanced economies to draw on substantial savings accumulated during the pandemic.
Global headline inflation is expected to fall from an annual average of 6.8 percent in 2023 to 5.9
percent in 2024 and 4.5 percent in 2025, with advanced economies returning to their inflation
targets sooner than emerging market and developing economies. The latest forecast for global
growth five years from now––at 3.1 percent––is at its lowest in decades.
(Source: World Economic Outlook, Steady but Slow: Resilience amid Divergence, April, 2024
URL:https://www.imf.org/en/Publications/WEO/Issues/2024/04/16/world-economic-outlook-april-2024)

Growth resilient in major economies.

Global growth is projected at 3.1 percent in 2024 and 3.2 percent in 2025, with the 2024 forecast
0.2 percentage point higher than that in the October 2023 World Economic Outlook (WEO) on
account of greater-than-expected resilience in the United States and several large emerging
market and developing economies, as well as fiscal support in China. The forecast for 2024–25 is,
however, below the historical (2000–19) average of 3.8 percent, with elevated central bank policy
rates to fight inflation, a withdrawal of fiscal support amid high debt weighing on economic
activity, and low underlying productivity growth. 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.

With disinflation and steady growth, the likelihood of a hard landing has receded, and risks to
global growth are broadly balanced. On the upside, faster disinflation could lead to further easing

147
of financial conditions. Looser fiscal policy than necessary and then assumed in the projections
could imply temporarily higher growth, but at the risk of a more costly adjustment later on.
Stronger structural reform momentum could bolster productivity with positive cross-border
spillovers. On the downside, new commodity price spikes from geopolitical shocks––including
continued attacks in the Red Sea––and supply disruptions or more persistent underlying inflation
could prolong tight monetary conditions. Deepening property sector woes in China or, elsewhere,
a disruptive turn to tax hikes and spending cuts could also cause growth
disappointments.(Source: World Economic outlook, Moderating Inflation and Steady Growth Open Path
to Soft Landing, January-2024, IMP URL:
https://www.imf.org/en/Publications/WEO/Issues/2024/01/30/world-economic-outlook-update-
january-2024)

GLOBAL PROSPECTS AND POLICIES

Disinflation amid Economic Resilience

Economic activity was surprisingly resilient during the global disinflation of 2022–23. Growth in
employment and incomes has held steady as favorable demand and supply developments have
supported major economies, despite rising central bank interest rates aimed at restoring price
stability. As inflation converges toward target levels and central banks pivot toward policy easing,
a tightening of fiscal policies aimed at curbing high government debt levels, with higher taxes and
lower government spending, is expected to weigh on growth. The pace of expansion is also
expected to remain low by historical standards as a result of factors including the long-term
consequences of the COVID-19 pandemic, Russia’s invasion of Ukraine, weak growth in
productivity, and increasing geoeconomics fragmentation.

In late 2023, headline inflation neared its pre pandemic level in most economies for the first time
since the start of the global inflation surge (Figure 1.1). In the last quarter of 2023, headline
inflation for advanced economies was 2.3 percent on a quarter-over-quarter annualized basis,
down from a peak of 9.5 percent in the second quarter of 2022. For emerging market and
developing economies, inflation was 9.9 percent in the last quarter of 2023, down from a peak of
13.7 percent in the first quarter of 2022, but this average was driven by high inflation in a few
countries; for the median emerging market and developing economy, inflation declined to 3.9
percent. This progress notwithstanding, inflation is not yet at target in most economies.

As global inflation descended from its peak, economic activity grew steadily, defying warnings
of stagflation and global recession. During 2022 and 2023, global real GDP rose by a cumulative
6.7 percent. That is 0.8 percentage point higher than the forecasts made at the time of the October
2022 World Economic Outlook (WEO) (Figure 1.2). The United States and several large emerging
market and middle-income economies displayed the greatest overperformance, with aggregate
demand supported by stronger-than-expected private consumption amid still-tight––though
easing––labor markets. Households in advanced economies supported their spending by drawing
down accumulated pandemic-era savings. Larger-than-expected government spending further
supported the expansion of aggregate demand in most regions. The overall budgetary stance––
measured by the structural fiscal balance––was more expansionary than expected, on average.
Among large economies, the additional budgetary support, compared with October 2022 WEO
forecasts, was estimated at 2 percent of GDP in the United States and 0.2 percent of GDP in the
euro area, whereas in China,1 the fiscal stance was mildly tighter than expected, by 0.7 percent of
GDP. The euro area also displayed the smallest upside growth surprise, reflecting weak consumer
sentiment and the lingering effects of high energy prices. In parallel, global headline inflation
declined broadly in line with expectations, averaging just 0.1 percentage point more than
predicted in the October 2022 WEO for 2022 and 2023. However, in lower-income countries,
inflation was on average higher than expected, reflecting cases in which pass-through into
148
domestic prices from international food, fuel, and fertilizer costs, as well as from currency
depreciation, was greater than expected. Price pressures in some lower-income countries were
significant. These factors also caused these economies to grow more slowly than expected,
suggesting a negative supply shock. In China, inflation fell unexpectedly, with the decrease
reflecting sharply lower domestic food prices and pass-through effects on underlying (core)
inflation. (Source: World Economic Outlook, Steady but Slow: Resilience amid Divergence, April, 2024
L:https://www.imf.org/en/Publications/WEO/Issues/2024/04/16/world-economic-outlook-april-2024)

Figure 1.1: Global Inflation falling as Output grows and 1.2: Performance in 2022-23 compared
with projections at time of cost-of-living crisis
(Image Source: World Economic Outlook, Steady but Slow: Resilience amid Divergence, April, 2024
URL:https://www.imf.org/en/Publications/WEO/Issues/2024/04/16/world-economic-outlook-april-2024)

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Interest Rates Restrictive, but Set to Fall
To counter rising inflation, major central banks have raised policy interest rates to levels estimated
as restrictive. As a result, mortgage costs have increased and credit availability is generally tight,
resulting in difficulties for firms refinancing their debt, rising corporate bankruptcies, and
subdued business and residential investment in several economies. The commercial real estate
sector, including office markets, is under especially strong pressure in some economies, with
rising defaults and lower investment and valuations, reflecting the combined effects of higher
borrowing costs and the shift toward remote work since the pandemic.
However, despite concerns, a global economic downturn caused by a sharp rise in policy rates
has not materialized, for several reasons. First, some central banks—including the European
Central Bank and the Federal Reserve—raised their nominal interest rates after inflation
expectations started to rise, resulting in lower real rates that initially supported economic activity
(Figure 1.9). The Bank of Japan has continued to keep policy rates near zero, resulting in a steady
decline in real interest rates. By contrast, the central banks of Brazil, Chile, and several other
emerging market and developing economies raised rates relatively quickly, resulting in earlier
increases in real interest rates. Second, households in major advanced economies were able to
draw on substantial savings accumulated during the pandemic to limit the impact of higher
borrowing costs on their spending (Figure 1.10). Third, changes in mortgage and housing markets
over the pre pandemic decade of low interest rates have limited the drag of the recent rise in
policy rates on household consumption in several economies. The average maturity and share of
mortgages subject to fixed rates increased, moderating the near-term impact of rate hikes. At the
same time, there is substantial heterogeneity in the degree of the monetary policy pass-through
to mortgages and housing markets across countries.
Nevertheless, the cooling effects of high policy rates are intensifying in several economies. Fixed-
rate mortgages are resetting, the stock of pandemic savings available to soften the impact on
households has declined in advanced economies, and with inflation expectations falling, real
policy rates are rising even where central banks have not changed nominal rates.
At the same time, with inflation moving toward targets, market expectations that policy rates will
decline have generally contributed to a decline in long-term borrowing rates, rising equity
markets, and an easing in overall global financial conditions since last October, although funding
is still more expensive than before the pandemic. Central banks that raised policy rates earlier,
including those in Brazil and Chile, have already cut them substantially since the second half of
2023. With expectations of lower interest rates in advanced economies, the appetite for assets in
emerging market and developing economies has picked up, and sovereign spreads on risk-free
government debt have fallen from their July 2022 peaks toward their pre pandemic levels (Figure
1.11). Accordingly, more governments that earlier faced severe funding shortages are accessing
international debt markets this year.
(Source: World Economic Outlook, Steady but Slow: Resilience amid Divergence, April, 2024
URL:https://www.imf.org/en/Publications/WEO/Issues/2024/04/16/world-economic-outlook-april-2024)

150
(Image Source: World Economic Outlook, Steady but Slow: Resilience amid Divergence, April, 2024
URL:https://www.imf.org/en/Publications/WEO/Issues/2024/04/16/world-economic-outlook-april-2024)

Figure 1.9: Monetary Tightening Figure 1.10: Savings from the pandemic

Figure 1.11: Sovereign Bonds Spreads in Emerging Market and Developing Economies
(Image Source: World Economic Outlook, Steady but Slow: Resilience amid Divergence, April, 2024
URL:https://www.imf.org/en/Publications/WEO/Issues/2024/04/16/world-economic-outlook-april-2024)

INDIAN ECONOMY OVERVIEW

While the world is still in the woods, the probability of a recession this year has trimmed. Labor
markets in several advanced countries remain tight, while the largest economy, the United States,
is seeing a rebound in consumer confidence and spending. Risk spreads are declining on both
sides of the Atlantic after the recent banking crisis in the United States.

India GDP Growth:

India’s GDP took a big leap on Leap Day in 2024: The country’s remarkable growth rate of 8.4%
in the third quarter of the fiscal year 2024 surpassed all expectations, as market analysts had
penciled in a slower growth this quarter, between 6.6% and 7.2%. Deloitte’s projected growth for
the quarter was between 7.1% and 7.4% (as published in January 2024). With substantial revisions
to the data from the past three quarters of the fiscal year, India’s GDP growth already touched
8.2% year over year (YoY) in these quarters.

We have revised our growth prediction for this year to a range of 7.6% to 7.8%, up from our
previous estimates due to GDP revisions and stronger-than-expected growth in fiscal 2024.
However, we expect growth in the fourth quarter to be modest because of uncertainties related to
India’s 2024 general elections and modest consumption growth. Our expectations for the near-
term future remain in line with previous forecasts with a slight change in the forecast range due
to a higher base effect in fiscal 2024. We believe GDP growth to be around 6.6% in the next fiscal
year (fiscal 2025) and 6.75% in the year after (fiscal 2026), as markets learn to factor in geopolitical
uncertainties in their investment and consumption decisions.

The global economy is expected to witness a synchronous rebound in 2025 as major election
uncertainties are out of the way and central banks in the West likely announce a couple of rate
cuts later in 2024. India will likely see improved capital flows boosting private investment and a
rebound in exports. Inflation concerns remain, however, which we believe may ease only in the
latter half of the next fiscal year barring any surprises from rising oil or food prices.

151
(Source: India Economic Outlook, April 2024, Deloitte insights, URL:
https://www2.deloitte.com/us/en/insights/economy/asia-pacific/india-economic-outlook.html)

Is the widening gap between GDP and GVA concerning?

The gap between the two measures of economic growth has led to confusion around the
momentum of Indian economic activity. While there is a wide gap between GDP (growing at
8.4%) and GVA (growing at 6.5%), this is not the first time that GVA growth has fallen far below
GDP growth (figure 1). Over the past decade, there have been four other times when the difference
between the two growth indicators has been over one percentage point. This quarter, improved
net taxes together with a sharp contraction in agriculture led to this variation. The actual concern
that arises from this gap is that the demand side (measured by the expenditure-approach method)
is growing faster than the supply side (denoted by the production approach). Thus, the signs point
toward the fact that there could be excessive demand for too few goods. At the same time, poor
agricultural output is likely to keep food supplies low, all of which could translate to higher
inflation in the coming quarters.

Figure 1: The divergence between the GDP and GVA could be an indication of demand-supply
mismatch

(Image Source: India Economic Outlook, April 2024, Deloitte insights, URL:
https://www2.deloitte.com/us/en/insights/economy/asia-pacific/india-economic-outlook.html)

Inflation

Inflation concerns are likely to persist as we expect demand to exceed supply at least in the short
term. Higher food prices will also exert pressure on overall prices. However, as private
investment kicks in, the supply side will improve, and prices will come down. Although, prices
are expected to remain above the Reserve Bank of India’s target level of 4% over the forecast
period due to strong economic activity (figure 2).

152
(Figure 2: Consumer prices are likely to remain above the Reserve Bank of India’s Comfort
Level till midway through Fiscal 2025)

(Image Source: India Economic Outlook, April 2024, Deloitte insights, URL:
https://www2.deloitte.com/us/en/insights/economy/asia-pacific/india-economic-outlook.html)

The post-pandemic tale of consumers

Consumer spending in India has been low after the pandemic, and the rebound has been
inconsistent as well. One of the biggest reasons has been the prolonged impact of the pandemic
across consumer segments, exacerbated by subsequent global uncertainties. According to a
survey by the Reserve Bank of India, consumer confidence has barely reached pre-pandemic
levels, and the improvement over the past few months has been gradual, despite a strong pickup
in economic activity (figure 3).

153
Figure 3: Indian consumer’s confidence is still below pre-pandemic levels

(Image Source: India Economic Outlook, April 2024, Deloitte insights, URL:
https://www2.deloitte.com/us/en/insights/economy/asia-pacific/india-economic-outlook.html)

Rising levels of household debt is a concern

Amid the shift, there is another worrying trend that is emerging: Household liabilities (as a
percentage of GDP) surged last year, going up from 3.6% to 5.8% of GDP (figure 8). Moreover,
trends in credit deployment across different sectors of the economy have shown a rising share of
household credit in the form of credit cards, consumer durables, and personal loans. Unsecured
lending has gone up significantly as well, with its share accounting for close to 31.4% of total bank
credit to households.7 To counter this, the Reserve Bank increased risk weights associated with
unsecured personal loans (excluding housing, education, vehicle loans, and loans secured by
gold). Consequently, banks’ risk weights for credit card loans and lending to non-bank financial
companies (excluding core investment companies and priority sector lending) have increased.

This rising household debt-to-GDP ratio has led to a decline in household net financial assets,
which indicates that Indian households are probably dipping into their savings, in addition to
taking loans to support their consumption. Gross household financial savings, which surged to
15.4% of GDP in fiscal 2021 (the peak year of the pandemic) due to large precautionary savings,
fell to 11.1% in fiscal 2022, and further to 10.9% a year later, reverting to its pre-pandemic trend
(an average of 11% between fiscal 2012 and fiscal 2020). At the same time, household net financial
savings (gross financial assets minus gross financial liabilities) fell sharply to 5.1% of GDP in fiscal
2023 from 11.5% in fiscal 2021—well below its long-running annual average of 7% to 7.5%

(Source: India Economic Outlook, April 2024, Deloitte insights, URL:

https://www2.deloitte.com/us/en/insights/economy/asia-pacific/india-economic-outlook.html)

154
Figure 4: Household liabilities are rising quickly as consumers dip into their savings

(Image Source: India Economic Outlook, April 2024, Deloitte insights, URL:
https://www2.deloitte.com/us/en/insights/economy/asia-pacific/india-economic-outlook.html)

India has far less household debt than several other developing nations, despite the recent rise in
financial obligations.9 In addition, India’s household-debt-service ratio is one of the lowest
compared with many major economies. India’s debt-service ratio rose from 5.2% to 6.7% (as of
February 2024) but remains lower than that seen in the United States at 7.6%, in Japan at 7.5%, in
the United Kingdom at 8.5%, and in South Korea at 14.2 %.10 As a result, household debt stress
is less likely in India.

(Source: India Economic Outlook, April 2024, Deloitte insights, URL:

https://www2.deloitte.com/us/en/insights/economy/asia-pacific/india-economic-outlook.html)

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GOVERNMENT INITIATIVES

In the Budget for 2024, the government's power sector initiatives have been allocated funds that
are 50% higher. Increased funds have been allocated to green hydrogen, solar power, and green-
energy corridors.

To meet India’s 500 GW renewable energy target and tackle the annual issue of coal demand-
supply mismatch, the Ministry of Power has identified 81 thermal units which will replace coal
with renewable energy generation by 2026.(Source: https://www.ibef.org/industry/power-sector-
india)

GLOBAL POWER SECTOR MARKET:

Global generation, transmission, and distribution market size was USD 3247.4 million in 2019 and
the market is projected to touch USD 4261.15 million by 2032, exhibiting a CAGR of 2.1% during
the forecast period.

The generation, transmission, and distribution market form the backbone of the global energy
infrastructure, encompassing the entire lifecycle of electricity. generation involves the production
of power from various sources, including fossil fuels, renewables, and nuclear. Transmission
entails the efficient transport of electricity over long distances through high-voltage lines.
Distribution involves the final stage, delivering power to end-users through local networks. This
dynamic market is undergoing transformative changes, driven by technological advancements,
renewable energy integration, and smart grid innovations. As the world strives for sustainable
energy solutions, the GTD market plays a pivotal role in shaping the future of reliable and eco-
friendly power supply.

(Source: Business research insights, April 2024

https://www.businessresearchinsights.com/market-reports/generation-transmission-and-
distribution-market-110884)

COVID-19 IMPACT: MARKET GROWTH RESTRAINED BY PANDEMIC DUE TO

SUPPLY CHAIN DISRUPTIONS

The COVID-19 pandemic has cast a shadow over the generation, transmission, and distribution
market, introducing a myriad of challenges. Disruptions in the supply chain, labor shortages, and
project delays have hampered the construction of power generation facilities and infrastructure.
Travel restrictions and lockdowns have impeded routine maintenance and inspections, affecting
the reliability of transmission and distribution networks. Decreased energy demand, particularly
in commercial and industrial sectors, has led to financial strains for power utilities. Additionally,
uncertainties surrounding the global economy have hindered investment in new projects. As the
industry grapples with these setbacks, resilience and adaptability become crucial in navigating
the evolving landscape shaped by the pandemic's aftermath.

(Source: Business research insights, April 2024

https://www.businessresearchinsights.com/market-reports/generation-transmission-and-
distribution-market-110884)

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 DRIVING FACTORS

Technological Advancements Drives the Market

Rapid strides in technology, including smart grid solutions, digital monitoring systems, and
advanced analytics, are revolutionizing the GTD landscape. These innovations enhance
operational efficiency, reduce downtime, and enable real-time monitoring, ultimately optimizing
the entire energy delivery process.

Renewable Energy Integration Fuels the Market

The increasing emphasis on sustainable and eco-friendly power sources is reshaping the GTD
market. The integration of renewable energy, such as solar and wind, necessitates updates to
transmission and distribution networks for seamless incorporation. Governments and utilities
worldwide are driving this shift, promoting cleaner energy generation and reinforcing the need
for an agile and adaptable GTD infrastructure.

(Source: Business research insights, April 2024

https://www.businessresearchinsights.com/market-reports/generation-transmission-and-
distribution-market-110884)

GENERATION, TRANSMISSION, AND DISTRIBUTION MARKET SEGMENTATION

(Image Source: Business research insights, April 2024

https://www.businessresearchinsights.com/market-reports/generation-transmission-and-
distribution-market-110884- March, 2024)

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 INDIAN POWER SECTOR MARKET

India’s transmission segment has undergone a significant transformation over the years,
transitioning from a fragmented network to a well-integrated and interconnected grid. The
segment has taken significant strides in expanding the physical infrastructure of the grid and
consolidating it into one of the largest synchronous grids globally. Looking ahead, as India aims
to meet 50 per cent of its generation capacity from non-fossil fuel sources by 2030, and given the
rising significance of electricity in the nation’s energy mix, substantial investments will be
imperative in both the inter-state and intrastate transmission networks.
As of February 2024, the total transmission line length (at 220 kV and above levels) stands at
482,032 ckt. km, total alternating current (AC) substation capacity at 1,239 GVA and high-voltage
direct current (HVDC) system substation capacity at 33,500 MW. Between 2016-17 and 2022-23,
the line length has grown at a CAGR of 4.2 per cent, while AC and HVDC substation capacities
have grown at 8 per cent and 9.4 per cent respectively. In absolute terms, about 103,490 ckt. km of
lines, 425,587 MVA of AC substation capacity and 14,000 MW of HVDC substation capacity have
been added during this period. The interregional transfer capacity has also grown considerably
over the years, from approximately 75,050 MW in 2016-17 to 112,250 MW in 2022-23, recording a
CAGR of 6.9 per cent. As of February 2024, the interregional transfer capacity in the country
stands at 116,540 MW.
(Source:https://powerline.net.in/2024/04/02/expansion-roadmap-key-trends-and-overview-of-
the-power-transmission-segment/)
Growth drivers

The expansion of transmission networks is driven by the increasing capacity of renewable energy.
To ensure adequate infrastructure for renewable projects, the transmission system is planned in
advance, aligned with the shorter gestation period of wind and solar projects. The CEA’s plan
outlines transmission for major renewable zones, with some parts commissioned and others in
progress. With the government targeting 500 GW of renewable energy by 2030, significant
expansion of transmission systems is under way, supported by the Green Energy Corridor (GEC)
project. The evolving energy mix, including the rise of prosumers and decentralized energy
generation, adds complexity to grid management, emphasizing the importance of green grids and
GECs.

Additionally, the focus on creating a regional power grid is meant to optimize resources in South
Asia and stabilize India’s grid amidst growing renewables. Cross-border interconnections, such
as those with Bangladesh and Nepal, are being enhanced to accommodate increased transmission
capacity, while plans for an overhead link with Sri Lanka are under way. Offshore wind
transmission is also a key focus, with India targeting 37 GW by 2030. Infrastructure development
for the hydrogen economy is proactive, with plans to prioritize additional transmission systems
as renewable energy production expands. The MoP aims to complete 27,000 ckt. km of ISTS lines
by 2024-25 under the PM Gati Shakti National Master Plan, facilitating power evacuation from
generation projects.

(Source:https://powerline.net.in/2024/04/02/expansion-roadmap-key-trends-and-overview-of-
the-power-transmission-segment/, April, 2024)
India is the third-largest producer and consumer of electricity worldwide, with an installed power
capacity of 429.96 GW as of January 31, 2024.

As of January 31, 2024, India’s installed renewable energy capacity (including hydro) stood at
182.05 GW, representing 42.3% of the overall installed power capacity. As of January 31, 2024,
Solar energy contributed 72.31 GW, followed by 44.95 GW from wind power, 10.26 GW from

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biomass, 4.99 GW from small hydropower, 0.58 from waste to energy, and 46.93 GW from
hydropower.
The non-hydro renewable energy capacity addition stood at 15.27 GW in FY23, up from 14.07 GW
in FY22.

India's power generation witnessed its highest growth rate in over 30 years in FY23. Power
generation in India increased by 6.80% to 1,452.43 billion kilowatt-hours (kWh) as of January 2024.
According to data from the Ministry of Power, India's power consumption stood at 1,503.65 BU
in April 2023.

The peak power demand in the country stood at 243.27 GW in January 2024.
The coal plants registered a PLF of 73.7% for the first nine-months period in FY23 compared to
68.5% in FY22 for the same period.

Thermal power plant load is estimated to improve by 63% in FY24, fueled by strong demand
growth along with subdued capacity addition in the sector.

In the current decade (2020-29), the Indian electricity sector is likely to witness a major
transformation with respect to demand growth, energy mix and market operations. India wants
to ensure that everyone has reliable access to sufficient electricity at all times, while also
accelerating the clean energy transition by lowering its reliance on dirty fossil fuels and moving
toward more environmentally friendly, renewable sources of energy. Future investments will
benefit from strong demand fundamentals, policy support and increasing government focus on
infrastructure.

The Government of India is preparing a 'rent a roof' policy for supporting its target of generating
40 GW of power through solar rooftop projects by 2022. It also plans to set up 21 new nuclear
power reactors with a total installed capacity of 15,700 MW by 2031.
The Central Electricity Authority (CEA) estimates India’s power requirement to grow to reach 817
GW by 2030. Also, by 2029-30, CEA estimates that the share of renewable energy generation
would increase from 18% to 44%, while that of thermal energy is expected to reduce from 78% to
52%. The government plans to establish renewable energy capacity of 500 GW by 2030.
(Source: https://www.ibef.org/industry/power-sector-india, May, 2024)

(Image Source: https://www.ibef.org/industry/power-sector-india, May, 2024)

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(Image Source: https://www.ibef.org/industry/power-sector-india, May, 2024) Renewable energy

Growing Demand for Green Hydrogen

In India, Green Hydrogen is quickly emerging as the strongest response to the decarbonization
challenge as its production and supply can save 830 million tonnes of CO2 emissions annually,
compared to hydrogen derived from fossil fuels. But the significance of this clean energy
technology extends beyond the immediate environmental impact.

In India, the push towards green hydrogen is increasingly driven by its vast industrial sector, with
significant implications for both domestic utility and international trade. Industries such as steel
and fertilizer production are pivotal, as these sectors are under pressure to reduce carbon

160
emissions and enhance sustainability through innovative technologies like green Hydrogen.
Recognizing this, Indian companies are not only planning to use green hydrogen to meet their
own energy needs but are also looking to export it, primarily in the form of green ammonia. This
derivative, easier to transport than gaseous hydrogen, offers a practical solution for long-distance
energy trade.

The strategic location of hydrogen production facilities along India’s coastline in states like
Odisha, Maharashtra and Gujarat facilitates this export -oriented approach. These facilities are
advantageously near port infrastructure, simplifying the logistics of international trade while
serving sizable domestic markets within the same geographic regions. This dual focus supports
India’s broader energy independence goals and integrates with global hydrogen supply chains.

The Bureau of Energy Efficiency (BEE), under the Union Ministry of Power, has been appointed
as the nodal authority for accrediting agencies responsible for monitoring, verifying, and
certifying green hydrogen projects. This Institutional support has paved the way for several
significant initiatives across the country.

The government has launched several initiatives to support green hydrogen production. The
global Biofuel seeks to establish global standards for hydrogen biomass, while the National
Hydrogen Mission aims to increase production to 5 Million metric tonnes by 2030, meeting 40%
of domestic demand. A Rs. 15000 crore Production Linked Incentive (PLI) scheme has been
proposed for electrolysers, and the green hydrogen mission targets the development of at least 5
million metric tonnes of green hydrogen per annum, along with a renewable energy capacity
addition of 125 GW by 2030. The strategic Hydrogen Innovation Partnership (SHIP) facilitates R
&D for green Hydrogen production.

The environmental impact of scaling up hydrogen production, particularly concerning water use,
poses a challenge. Hydrogen production is water-intensive, and with many regions in India
already facing severe water stress, the additional demand could exacerbate existing conditions.
Addressing this requires careful planning and possibly the integration of technologies like
desalination, which themselves requires significant energy and infrastructure investments.

Economically, while the potential cost reductions in hydrogen production could make it
competitive with traditional energy sources, achieving these reductions depends on technological
advancements and the successful implementation of policy measures. The economic viability of
green hydrogen also hinges on creating market structures that support its adoption across various
sectors, from industrial applications to transportation.

(Source: Economic Times, May 2024,

https://energy.economictimes.indiatimes.com/news/renewable/understanding-the-green-
hydrogen-landscape-in-india-demand-from-industries-global-collaborations-are-the-
key/109868634)

Green Infrastructure Plan

India stands at the cusp of a transformative opportunity to lead the way in green transition finance
for infrastructure. Building future-ready, green infrastructure will require creating synergies
across the sectors of infrastructure development. The commitment to achieve net zero carbon
emissions by 2070 offers an opportunity to define a holistic approach to financing green
infrastructure.

This transition is expected to require large-scale financing, with preliminary estimates for annual
investments ranging between $28 billion and $50 billion until 2070, highlighting the need for
continued investment and innovation. The Economic Survey 2023-24 also emphasised the
importance of creating new pathways for financing to achieve India's net zero target.

The path to net zero is turning real assets into attractive investment opportunities. This shift is
evident in sectors that directly contribute to greening the economy. One such key area is the
energy sector, encompassing renewable power generation, transmission corridors and smart
meter distribution, as well as e-mobility and battery storage.

161
Another significant opportunity SMEs from efforts focused on making industrial inputs and
resources more efficient and sustainable. This includes financing the green transition of
traditionally carbon-intensive industries such as using green hydrogen for cement and steel
production, as well as making resources such as water more sustainable through wastewater
management, recycling, etc.

India is on the path to achieving the target of 500 GW of renewable energy by 2030. Power
consumption since 2011 has grown faster than fossil fuel demand. The EV revolution is taking off.
Supporting this growing transition-focused infrastructure ecosystem will require a concerted
effort towards enabling policies and regulations, a large pool of diverse capital and close
collaboration among all key stakeholders. This three-pronged approach can unlock greater capital
and opportunities over the next few decades.

Policies, Capital, Collaboration

Government initiatives like the National Infrastructure Pipeline and PM GatiShakti have
provided a roadmap for infrastructure development. The National Monetisation Pipeline has
enabled the government to attract long-term global and domestic institutional investors who
prefer investing in assets where government entities transfer ownership.

Moreover, infrastructure investment opportunities span the risk spectrum, necessitating a diverse
toolkit of financial instruments to cater to projects from established technologies to innovative
solutions. It will also require large capital flows from both global and local institutional investors
who can offer diverse financing solutions - low-cost debt for less riskier projects, mezzanine and
subordinated debt to bridge funding gaps, equity and venture capital for relatively high-risk
projects. Institutions such as the National Investment and Infrastructure Fund Ltd (NIIF), a
sovereign-linked fund manager, represent an initiative in this direction.

The third important aspect is to continue to focus on enabling public-private partnerships (PPP).
The government has also focused on attracting private capital by doubling its public capital
expenditure over the last six years to 3.4% of GDP in 2024-25. Public investment is typically
expected to crowd-in private investment. The survey also highlighted the need to improve private
sector participation in infrastructure.
This effort helps lay the groundwork for a future that is smarter, greener and more resilient. A
holistic approach combining coordinated policies, diverse financing strategies and continued
public private partnerships can leverage global and local capital at scale to achieve India's net zero
target
(Source: Economic Times, July,2024https://economictimes.indiatimes.com/industry/renewables/view-eco-
survey-holistic-plan-needed-for-a-green-india/articleshow/111937331.cms?from=mdr)

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 OUR BUSINESS

This chapter should be read in conjunction with, and is qualified in its entirety by, the more detailed
information about our Company and its financial statements, including the notes thereto, in the sections
titled ‘Risk Factors’ and ‘Financial Statements’ and the chapter titled ‘Management’s Discussion and
Analysis of Financial Condition and Results of Operations’ beginning on page nos.26, 226 and 302
respectively, of this Red Herring Prospectus. Unless the context otherwise requires, in relation to business
operations, in this chapter of this Red Herring Prospectus, all references to “we”, “us”, “our” and “our
Company” refers to Rajesh Power Services Limited.

OVERVIEW
The company was originally formed as a partnership firm in the name and style of “RAJESH
TRADERS” pursuant to a deed of partnership dated May 5, 1971 Registration certificate issued
by Registrar of Firms, Ahmedabad City, Ahmedabad having Registered No. GUJ/AHD/32515
under the provisions of the Indian Partnership Act, 1932. Subsequently, the partnership firm was
converted to Private Limited Company “RAJESH POWER SERVICES PRIVATE LIMITED” on
10th February, 2010 under the provisions of companies act, 1956 with the registrar of companies,
Ahmedabad bearing registration no. 059536. Then the company was converted from RAJESH
POWER SERVICES PRIVATE LIMITED to RAJESH POWER SERVICES LIMITED and fresh
certificate of incorporation was issued on June 26, 2024 by the registrar of companies,
Ahmedabad. The Corporate Identification Number of the Company is U31300GJ2010PLC059536.

Rajesh Power Services Limited, under the leadership and vision of Mr. Kurang and Mr. Rajendra
entered into solar power generation by setting up 1MW Solar Power Plant at Survey No.
859/1,Vill-Patdi, Tal-Dasada, Dist- Surendra Nagar in Gujarat, in the year 2012. This plant was
setup by RPSL under one of the first Solar schemes launched in 2012 by Gujarat government under
the leadership of Prime Minister Shri Narendra Modi (then Chief Minister of Gujarat). The Solar
plant is currently operational and generating solar power and supplying power to PGVCL
DISCOM. Over the years, we have also developed the expertise to build, operate and maintain
Solar Power Plants across Western India. We have commissioned projects for Power Supply
Arrangement for clients like Adani’s 300MW Solar Plant in Jaisalmer, Rajasthan.

Mr. Utsav Nehal Panchal third generation of Mr. Ramchandra Panchal joined the business in 2019
and is currently looking after the overall implementation of Turnkey projects business of the
company and is also the Chief Executive officer of the company. Mr. Kaxil Prafulbhai Patel, third
generation of Baldevbhai Patel family joined the business in the year 2019 and is looking after
Finances of the company and he is acting as a CFO of the company.

Promoters of Rajesh Power Services Limited Mr. Kurang Ramchandra Panchal and Mr. Rajendra
Baldevbhai Patel with decades of experience in the power infrastructure sector have a firm
business plan to expand the business by exploring the opportunities in the existing business area
as well as in the renewable power (solar energy). RPSL is currently executing major projects under
the Central Government’s Revamped Distribution Sector Scheme (RDSS) and Robust Network
Scheme of the Gujarat State DISCOMS. These schemes have opened vast field of business
opportunities. Also, with the government’s focus on the infrastructure projects, we envisage huge
opportunities for the Power Transmission and Distribution in Revamping and Mordernization of
existing T&D networks of the utilities, Metro and High-Speed Rail Corridor Projects, Data Centers
and related industries. As on March 2024, the company has a strong order book with about
Rs.2,35,817.40 lakhs of orders which are to be executed over the three financial years, Promoters
along with its experienced and professional management team is confident to execute the current
orders and are confident to secure new orders in the years to come.

Rajesh power services limited has invested in HKRP Innovations Limited (HKRP)
(http://hkrpinnovations.com/) which is in the business of providing customized IT based solution
to energy sector, HKRP provides Internet of Things (IoT) and Cloud based solutions to power
girds and Renewable energy sector. HKRP provides innovative solutions like “Smart Feeder
Management System” (SFMS), “Virtual Feeder Segregation” (VFS), “RTMS for Oil Well”, “Solar
Energy Data Management” (SEDM)

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Rajesh power services limited has 26% capital contribution in HKRP Innovations Limited. RPSL
has received ₹ 668.52 lakhs profit in the years FY 2023-24 from HKRP Innovations Limited. Our
investment is HKRP is part of our strategy to venture into growing and upcoming business of
providing technology-based solutions in power sector.

Focus on New Energies

Rajesh Power Services Limited (RPSL) offer services to Renewable and Non-Renewable segment
of Power sector. In Renewable power sector, the company offer technical services to setup solar
power plant and also work on Turkey bases to build operate and maintain solar power plant.
Further in Non-Renewable power sector RPSL offers services which includes implementation of
Turnkey projects for laying Extra High Voltage cables & transmission lines, setting up Extra High
Voltage (EHV) substation, Design and implication of underground power distribution system.
Rajesh power also offers Operations and Maintenance which includes operating and maintaining
solar plants and EHV substations. Further the company is also engaged into providing Utility
Services to power plants and power transmission companies, services include cable fault location
and rectification, Replacement and retrofitting of transformers and switch gears. Rajesh Power
also provides services Consultancy Services with regard to designing of power substations and
cable system.
The clients include Government and private companies which are into Power generation,
transmission and distribution of power.

Our Service Offerings (Industry Sector)

RPSL operate as a service provider for power sector. Following is list of our service offering as
per Industry sectors:
• EHV Underground Cables and Transmission Lines
• EHV AIS/GIS Substations including Civil Works
• HV/MV/LV Underground Cable Laying and Overhead MVCC Conductor Installation
• Revamping entire Distribution Network including Substations, RMUs, Transformers
& Cables on Turnkey Basis
• Power Supply Arrangement Projects for Solar Power Plants
• Operation and Maintenance of EHV, HV, MV & LV Substations
• Operation and Maintenance of EHV, HV, MV & LV Transmission and Distribution
Network

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Key Performance Indicators (Based on Standalone Financial Statement)

Particulars 30-Sept-24 FY 2023-24 FY 2022-23 FY 2021-22

Revenue from Operations 31,305.99 28,496.98 20,717.94 14,680.88
(₹ in Lakhs)
EBITDA (₹ in Lakhs) 3,607.13 3,198.39 1,254.89 1,023.12
EBITDA Margin (in %) 11.35 10.84 5.94 6.85
Profit After Tax (₹ in 2,768.25
2,602.29 675.15 344.6
Lakhs)
PAT Margin (in %) 8.84 9.13 3.26 2.35
Profit After Tax 2538.98 1,933.78 592.10 341.76
(Excluding. Profit from
LLP)
PAT Margin (Excluding. 8.11% 6.79% 2.86% 2.33%
Profit from LLP)
ROE (%) 24.89 36.41 12.17 6.79
ROCE (%) 25.61 29.99 15.15 11.32

Note: (1) RPSL invested in partnership firm M/s. HKRP Innovations LLP, where in RPSL is a partner and
has stake of 26% in the capital of the said LLP. M/s. HKRP Innovations LLP has been converted into HKRP
Innovations Limited as on 20th July 2024.
(2) The KPIs of our Company have been disclosed in the section “BASIS FOR ISSUE PRICE” beginning
on Page no. 137 of this RHP.

GEOGRAPHY WISE REVENUE BIFURCATION

(Rs. in lakhs)
Sr.no. Particulars Amount during the financial years
FY 2023-24 FY 2022-23 FY 2021-22
1. Gujarat 27,350.26 20,700.83 14,680.88
2. Rajasthan 1,146.71 17.10 -
ENTITIES WISE REVENUE BIFURCATION
(Rs. in lakhs)
Sr Particulars Amount during the financial years
no. FY 2023-24 FY 2022-23 FY 2021-22
1. Non-Government 12,943.03 4,802.21 4,966.06
2. Government 15,553.94 15,915.71 9,714.82

Awards
Following is the List of Awards of the Company.

Received Certificate of Appreciation from Hon.

Prime Minister Shri Narendra Modi (then Chief
Minister of Gujarat) at the inaugural function of
Solar Power Plant at Charanka, Gujarat (2012).

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 April, 2023 April, 2023

The company is pleased to announce that it has The company commenced the O&M Work
commissioned a 220KV GIS Substation of a for the entire Zonal Operations of LT/HT
private client in Gujarat with 100MVA Network of Powai Zone under Adani
Transformer. This brings a record achievement Electricity Mumbai Limited, becoming one of
making the company among very few EPC the largest vendors in Mumbai Region.
Contractors in the Country to commission 2 Additionally, the company commissioned an
Nos. of 220kV GIS Substations. Underground Cable Network (66kV and
above) of more than 150 KMs. for M/s Gujarat
Energy Transmission Corporation Ltd.
(GETCO) (A Govt. of Gujarat Transmission
Company).
September 2023 March 2024

The company won its largest out-of-state 1) The company won a series of historic
Contract with RRVPN (Rajasthan Rajya orders in the Gujarat Power Distribution
Vidyut Prashasan Nigam Ltd.), Jaipur worth sector totalling Rs. 900 Crore,
Rs. 70 Crore. Work involves the unique significantly enhancing its order book.
expertise of 132kV Underground Cable and
GIS Substation on a Turnkey basis. 2) The company is pleased to announce the
commissioning of Indian Oil
The company was awarded the first-of-its- Corporation Ltd., Dumad refinery
kind order of Providing SCADA/DMS, OMS project worth Rs. 54 Crore with
Software along with Hardware for Power diversified scope of work.
Distribution Management at UGVCL (Uttar
Gujarat Vij. Company Ltd.), Mehsana worth
Rs. 142 Crore.

The company was awarded Power Supply

Arrangement Work Orders from reputed
clients such as GIFT City, Gandhinagar;
Gujarat Metro Rail Corporation Ltd.,
Gandhinagar; Torrent Power Ltd., Dholera;
Jay Chemicals Ltd., Saykha; Sabar Dairy,
Himmatnagar; Grindwell Norton Limited
(Saint Gobain), Hindustan Coca Cola; to name
a few.

Accreditation

Sr. No. Letter dated Issued by Particulars Of Recognition

1 07/08/2024 Gujarat energy Class A contractor of GETCO for
transmission corporation transmission lines work upto 220KV
limited (GETCO)
2 18/09/2024 Gujarat energy Class AA contractor of GETCO for
transmission corporation substation and cable laying upto
limited (GETCO) 220KV.

3 18/09/2024 Gujarat energy Class A contractor of GETCO for

transmission corporation erection of line H Frame structure and
limited (GETCO) tower line upto 220KV.

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 Our Services in Renewable and Non-Renewable Energy Sector

Service offerings of
Rajesh Power Services Limited.

Operations and Consultancy

Turnkey Projects
Maintenance Services
(Renewable energy & Non Utility Services
Renewable energy sector ) (Renewable energy & Non (Renewable energy & Non
Renewable energy sector ) Renewable energy sector )

Rajesh Power Services Limited offers services which include executing Turnkey Projects for
power utility companies, Operations and Maintenance of Power Substations and solar Plants,
Service, Repair and Maintenance of power Utility companies and Consultancy Services for setting
up power infrastructure. Following are the details about each of the services provided by the
company:

1) Turnkey Projects for laying EHV Cables & Transmission lines, setting up EHV/ GIS
Substation, and setting up and maintaining Solar plants.

• As a company operating in power infrastructure and utilities sector, RPSL undertake

and execute various projects on Turnkey bases to design and implement projects
relating to power sector which EHV (Extra High Voltage) cables and transmission
lines, setting up EHV/GIS (Extra High Voltage/ Gas Insulated Switchgear) substations,
HV/MV/LV (High, Medium, Low voltage), Distribution Systems. The company also
setup solar plants on Trunkey basis. The clients include state transmission and
distribution companies like Gujarat Energy Transmission Company Ltd (GETCO) and
various other public and private power utility companies. The company participates
in tenders and get the orders based on fulfilling the tender conditions.

Installation of EHV Cables & Transmission Lines Construction of EVH substation

Installation of Power Transformer Implementation of Solar Power Plant Project

2) Operations and Maintenance contracts of Solar Plant and power Substations and power
distribution system.

RPSL take up operations and maintenance contracts of solar plants and power substations
and power distribution system. The company is having dedicated team with required
technical knowledge and expertise to operate and maintain the power system. The
company own the required equipment, machine, and tools to maintain the power
substation. As a contractor to maintain the substation and power distribution system,
RPSL work as a critical service provider to the power utility companies to provide
uninterrupted power supply.
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 Under operations and maintenance services, RPSL offer 24 by 7 deputation of technical
persons, and ensure the activities as per the Standard Operating Procedure (SOP) to
maintain the uninterrupted power supply.

SCADA System Operations of EHV

SCADA Monitoring of Distribution
Substation
System

3) Utility Services: Fault locating and Fault restoration services to Power utility companies

Utility means to provide uninterrupted utilities to the citizen by the government, utilities
include supply of electricity, water, gas, telecommunication connectivity, drainage etc.
Rajesh Power offers support services to the utility companies.

We as an outsource service provider for Power distribution companies, offer underground

cable fault identification service for EHV/MV/HV/LV networks. We own Cable Fault
Locating tools and instruments which includes surge wave receiver (Digiphone) and Time
Domain Reflectometer (TDR) which enable us to provide the complete solution for
maintaining underground cable systems. These set of instruments and systems allows us
to cater to cable fault and locate fault. We offer 24 by 7 support which includes testing,
fault locating and physical rectification of the underground cable faults, our maintenance
team is equipped with cable jointing/ termination kits to fix the underground cable. We
have an in-house team of the certified jointers for making the cable joints up to 220KV
voltage level. Our clients include the state utilities like GETCO, UGVCL, PGVCL, DGVCL,
MGVCL private utilities like Torrent Power, GIFT City, Gujarat State Power Corporation
Ltd. and industrial customers.

EHV/MV/HV/LV Cable Jointing Installation Of Power Transformers

Cable Laying Switchyard Installation Work

4) Consultancy service and Layout Designing service

Designing an Extra High Voltage (EHV) Substation or cable system involves several key
considerations to ensure efficiency, reliability, and safety. Expert consultant are required

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 to provide complete solution for setting up (EHV) substation or cable system, We offer
Consultancy services which includes calculation of induced voltage in sheath and
designing the appropriate cross bonding method.
Our service also includes preparing Detailed Project Report (DPR) for transmission and
distribution projects. Report includes projections and estimation, project planning,
structuring monitoring mechanism we also assist in preparing tender documents,
Selection of vendor and procurement assistance of major electrical equipment. We also
look after Laison and coordination with all the external agencies.

Expanding our business Expansion of Business in Renewable Energy Sector

RPSL plans to expand its business in Renewable power sector by getting gaining expertise
in Green Hydrogen power generation.

In recent years, state and central governments have come out with several policy
framework to push use of renewable power. Use of hydrogen to generate power is one of
the growing sectors in renewable energy. Green Hydrogen is referred to using renewable
energy sources, such as wind or solar power, rather than fossil fuels to produce power. It
is considered "green" because its production generates little to no greenhouse gas
emissions, unlike traditional methods which rely on fossil fuels like natural gas or coal.
Green hydrogen is gaining attention as a potential solution to decarbonize sectors that are
difficult to electrify directly, such as heavy industry. It has the potential to play a crucial
role in achieving global climate goals by reducing carbon emissions and fostering a
transition to a more sustainable energy system.

RPSL is in the process of gaining knowledge and expertise in green hydrogen through
agreements/tie-ups entered with Bhabha Atomic Research Centre (BARC) which is
working in this sector. The aim of the company is to gain knowledge about this sector and
develop In-house expertise to execute and install green Hydrogen electrolysers for
industries consuming high power.
For further details in regard to our plans to gain expertise in Hydrogen Electrolysers please refer to
the chapter titled as “OBJECT OF THE ISSUE” beginning on page no. 107 of this Red Herring
Prospectus.

Recently Completed and Ongoing Projects

Following is the list of recently completed and ongoing projects in renewable and non-
renewable energy sector:

Serial Name of the Contract Details Value of Status

No. Company Contract
(Rs. in
Lakhs)
1. Maruti Suzuki India Electric Work for rerouting of 66kV 862.02 Completed
Limited Overhead Transmission line to UG
Cable at proposed battery plant in
Gujarat.
2. Alleima India Pvt Ltd 66kV cable laying and 66kV Bay at 545.15 Completed
GETCO S/s for Alleima India Private
Limited, Rajpur.
3. HCCB Sanand (Guj) Supply, Laying, testing and 64.15 Completed
Plant Commissioning of 66 KV feeder bay
inside GETCO Substation (As per
GETCO Specification)
4. HCCB Sanand (Guj) Supply, Laying, testing and 1,055.40 Completed
Plant Commissioning of 66 KV cable
considering 3.0KM Route Length (As
per GETCO Specification)

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 5. RRVPN, Jaipur Construction of 132/33 KV, 2X50 7,002.46 Work
MVA substation (132KV switchyard under
with GIS technology and 33KV execution
switchyard with AIS technology) at
lalsagar (dist.-jodhpur) along with
associated transmission lines
including survey, supply of all
equipment’s/materials, erection
(including civil works), testing and
commissioning
6. NDDB/ Sabarkantha SITC work for 66/11kV and 947.01 Completed
Dist. Co-Op 11kV/433V Substation work at Sabar
Milk Producers Dairy, Himmatnagar.
Union Ltd.
For further details in regard to Order Book please refer to Object Additional Working capital requirement
of chapter titled as “OBJECT OF THE ISSUE” beginning on page no. 107 of this Red Herring Prospectus.

Recently Completed Projects in Solar Sector

Following is the list of completed projects in solar sector:

Employer's Date
Sr Location of Capacity
Name Contract Name and of Status
No. Contract (MW)
Address Award

1 Supply, Installation,
testing and
commissioning of
11kV Cabling work Yantra Solar
05-06-
for Yantra Solar Gandhinagar India Private 5 Completed
2012
India Private Limited
Limited,
Gandhinagar,
Gujarat
2 Supply of all
material for 66 KV
switch yard & civil
Avatar Solar, Avatar Solar, 01-10-
work, erection, 5 Completed
Charanka Charanka 2012
installation, testing
and commissioning
of 66 KV switchyard
3 Civil and Electrical
Torrent Torrent
work of 66 KV
Solargen Solargen 22-11-
switchyard at 51 Completed
Ltd., Ltd., 2014
Charanka for Solar
Charanka Ahmedabad
Project on EPC Basis
4 Supply, Erection,
Commissioning and
Testing of 66 KV
Switchyard
Equipment and SCC
SSNNL, 12-04-
material for SSNNL Infrastructure 5 Completed
Vadodara 2016
5 MW Canal Bank Pvt. Ltd
Solar Power Project
at Vadodara Branch
Canal Near Nimeta .
Vadodara

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5 Supply, Erection,
Commissioning and
Testing of 66 KV
Switchyard
Equipment and SCC
SSNNL, 12-04-
material for SSNNL Infrastructure 10 Completed
Vadodara 2016
10 MW Canal Top Pvt. Ltd
Solar Power Project
at Vadodara Branch
Canal, Near Nimeta .
Vadodara
6 Erection, Testing &
Commissioning &
66KV Cabling of
66KV Sw. yard for
Mahindra
Gokulanand ASPL, 13-12-
Susten Pvt. 25 Completed
Texturizers Pvt. Ltd Charanka 2016
Ltd.
for their 66 kV
Switchyard for 25
MW Solar Power
Plant
7 Erection, Testing &
Commissioning &
66KV Cabling of
66KV Sw. yard for
Mahindra
Gokulanand ASPL, 13-12-
Susten Pvt. 40 Completed
Texturizers Pvt. Ltd Charanka 2016
Ltd.
for their 66 kV
Switchyard for 40
MW Solar Power
Plant
8 Supply, Erection
,Commissioning and
Testing of 66 KV
JAKSON
Switchyard IOCL, 08-02-
Engineers 8 Completed
Equipment, Cable Sanand 2017
Ltd.
Laying and material
for 8 MW Solar
Plant
9 Supply, Erection
,Commissioning and
Testing of 66 KV
GIPCL, Vikram Solar 18-02-
Switchyard 40 Completed
Charanka Pvt. Ltd. 2017
Equipment and
material for 40 MW
Solar Plant
10 Supply, Service,
Liassoning till
charging of 66KV S/S
at VEPL end, 66 KV Varchasva
05-03-
transmission line Kamboi Energy Pvt. 15 Completed
2022
and 66 KV S/S at Ltd.
GETCO end for
Ratnamani Metals &
Tubes Ltd.
11 66kV Feeder Bay at UR Energy
07-04-
GETCO End and Changada India Pvt. 10 Completed
2022
66kV Switchyard at Ltd.

171
 M/s Jay Chemical
Ltd, Solar Unit

12 Supply, Installation,
Testing,
Commissioning with
Civil work including
ROW Services for Adani Green 30-07-
Jaisalmer 180 Completed
220KV Under Energy Ltd. 2023
Ground cabling
work for 180 MW
Devikot Project at,
Rajasthan
Total 394.00

CLIENTS
The main clients of the company include major electricity supply companies in Gujarat We cater
to private, Semi government & government companies in power sector. Further refer to list of our
top ten customers in the chapter title “MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS”.

Competitive Strengths

RPSL believe that the following are its primary competitive strengths:

1) Consistent Financial Performance

Demonstrated strong financial performance, and total income as per Restated Standalone
Financial Statement has grown at CAGR of 40.55% from ₹ 14,936.84 lakhs in financial Year
2021-22 to ₹ 29,506.07 in financial year 2023-24. Consistently growing the business year on
year and also maintaining healthy profit margins. Profit for the year as per Restated Financial
Information has grown at a CAGR of 174.80% from ₹ 344.60 lakhs in financial yearn 2021-22
to ₹ 2602.29 in financial year 2023-24. The Total income as per Restated Standalone Financial
Statement for period ended on 30th September 2024 is ₹ 31,785.09 lakhs and Profit for the said
period is ₹2768.25 lakhs. The company expect to explore new business opportunities in
coming years and continue to grow its business and show strong financial performance.

2) Business execution expertise and Strong Order Book of ₹ 2,35,817.40 Lakhs

Successfully executed several projects in power sector, working as EPC Contractors for
Government and private sector companies since more than two decades. The company have
developed In-house expertise to execute varied projects in renewable and non-renewable
power sector and is having on-hand confirmed orders of ₹ 2,35,817.18 Lakhs which are to be
executed in the next three years.
For further details in regard to Order Book please refer to Object Additional Working capital
requirement of chapter titled as “OBJECT OF THE ISSUE” beginning on page no. 107 of this Red
Herring Prospectus.

3) Exploring opportunities to expand business offerings in renewable energy (Solar Energy

and Hydrogen Electrolysers)

Rajesh Power Services Ltd. (RPSL) is in the business of EPC contracting and providing
services to power transmission and distribution utilities. The company has its presence in
renewable and non-renewable energy sector, since 2012, RPSL under the Government of
Gujarat’s First Solar Scheme (Charanka), owns and operates 1 MW Solar Power Plant at
survey no.859/1 vill, Patdi Surendranagar, Gujarat. Our Company aims to expand its
renewable energy portfolio by setting up a Solar Power Plant having Capacity of 1300 KW
DC. Further, our company aims to built its offering in green Hydrogen energy sector by
developing expertise for which it has entered into consulting agreement with Mr. B.B
Chauhan who will assist us in hiring technical engineers/ experts and guide us in arranging
172
 getting technical expertise by entering into Knowledge sourcing, Technology transfer
agreements/tie-ups with Bhabha Atomic Research Centre (BARC) in green hydrogen sector.

For further details in regard to our plans to gain expertise in Hydrogen Electrolysers please refer to
the chapter titled as “OBJECT OF THE ISSUE” beginning on page no. 107 of this Red Herring
Prospectus.

BUSINESS STRATEGY

1. Expansion of Business in Renewable Energy sector

We have over the years diversified our business, we have our business presence in Non-
renewable and Renewable energy sector. Over the recent years Central and State
Governments have formed various policies and guidelines to increase the use of
renewable energy and reduce the dependency on Non-renewable power sources to
reduce the carbon footprints. As part of our business strategy, we have an existing
portfolio of renewable business where we have executed several solar projects as EPC
contractors. Further, we own and operate our solar plant since 2012. We are actively
looking to bid for new projects in renewable energy sector. We further propose to setup
1300 KW of solar plant. Please refer to Section-V Particulars of the Issue chapter Object
of the issue of this RHP for more details with regard to setting up of solar power plant
and means of finance.

Moreover, to expand our business operations in Renewable energy sector we plan to

develop expertise in green hydrogen energy sector. We wish to develop inhouse expertise
by recruiting technical staff having experience in setting hydrogen electrolyser. We will
also tie-up with BARC, and other institutions for knowledge transfer/ technology for
setting up hydrogen electrolyser.

2. Leveraging Market Skills and Associations

Leveraging its market skills and relationships is a continuous process in the organization
and the skills that impart in the people give importance to customers. The Company
leverages its skilled workforce and strong market associations to explore new
opportunities, forge strategic partnerships, and expand its reach to new markets and
clients.

3. Improving Operational Efficiencies

Our company continues to bring out improvements to increase the operational efficiency
throughout our organization. To obtain cost reduction and complete projects within the
estimated time, our company intends to develop and implement different approaches for
each and every project.
Skill enhancement and improvements in the process will act as a tool for achieving
operational efficiency.

4. Actively bid for new projects

Our business development has been significantly fuelled by our proactive approach to
securing a greater number of rewarding projects, both from Public and Private sectors.
Leveraging our extensive experience within the Engineering, Procurement, Construction
and Commissioning (EPCC) industry, along with our enhanced pre-qualifications
credentials, we have strategically
Focused towards directly bidding on projects tendered by Public and Private entities.

During the period of 14 years, we have assessed potential projects. As on the Date of Red
Herring Prospectus our order Book is of Rs. 2,35,817.40 Lakhs. With a broader scope of
projects under consideration and an increased volume of bids submitted, we are well-
positioned to capitalize on opportunities to undertake projects that align closely with our
corporate expertise, project track record, execution proficiency, and anticipated returns.
This strategic approach not only enables us to foster stronger relationships with our
clientele but also provides invaluable insights into evolving market demands for EPCC
173
 and allied services. As we continue to navigate this trajectory of growth, we remain
committed to delivering sustained value for our investors while staying attuned to the
dynamic landscape of project opportunities.

5. Optimal Utilization of Resources

Our Company constantly endeavours to improve our process, skill up-gradation of our
employees, modernization of infrastructure and methods of processing. We regularly
analyse our existing process and to identify the areas of bottlenecks and improve the
same. This helps us in improving our services so as to reap the optimum satisfaction of
our clients.

6. Venture into technology-based solutions in power sector by investing in HKRP

Innovations Limited
Our company always looks out for recent innovations in power sector where we can
venture our capital and make a contribution to the ongoing innovations and become a
part of it as well. Our company has contributed 26% of capital as part of its capital
contribution in HKRP Innovations Limited which is in the business of providing
customized IT based solution to energy sector, HKRP provides Internet of Things (IoT)
and Cloud based solutions to power girds and Renewable energy sector. Our aim is to
venture into businesses in the power sector who are developing new innovations to the
sector and fund them for the development and modernization of the power sector.
SWOT Analysis

Strengths Weakness

• Diversified sources of Income

• Strong Order book • High working capital
• In house expertise in requirement for executing
renewable energy in solar turnkey projects
power and now developing • Competitive pricing to bid
the same in hydrogen and tenders and get acceptance of
electrolyser tenders
• Proven track record to execute
projects

Opportunities Threats

• Change in government
• Government policies
policies
favourable to boost power
and energy sector * • Natural calamities
• Economic Recession
• Excellent Opportunities in
renewable energy sector
Hydrogen and electrolyser
• To avail various government
incentives and schemes
available for Power sector
projects

174
 * Rajesh power is likely to get advantage of one of the oldest established companies with all
required resources.
Note: 1. With reference to weakness mentioned above please refer to Risk factor no. 1 and 2 in chapter
titled as Risk factors of the RHP.
2. With reference to Threats mentioned above please refer to Risk factor no. 8, 43, 44, 45 and 50 in
chapter titled as Risk factors of the RHP.

OUR SERVICE FLOW & BUSINESS CYCLE

Following is the flowchart with details about our business flow.

Details of each of the process flow is mentioned as under:

1. Identify Tender: The government agency releases a tender notification in newspapers,

government portals, and/or its official website to announce the tender opportunity. For
Example: https://etenders.gov.in/eprocure/app , https://gem.gov.in/cppp are some tender
search websites.
2. Understand the Scope of Work: Prior to committing to participation, a rigorous internal
deliberation process is initiated. This involves a comprehensive evaluation of the
organization's capacity, resources, and alignment with the tender's specific requirements.
3. Pre-Bid Meeting and preparation of necessary documents: To attend Pre-Bid Meeting
and understand the terms and conditions of the tender and then proceed with preparation
of documents which may involve assembling a bid team, allocating responsibilities, and
establishing a timeline for completion.
4. Submission of Application: Upload or submit all required documents, including the
technical and financial proposals, on the government portal within the specified deadline
and in the prescribed format.
5. Review of Bids by the concerned authorities: The submitted bids are evaluated by the
government/tender issuing authority. Tender authorities award the project on the basis
of prequalification criteria and such evaluation may involve technical assessments,
financial reviews, and compliance checks.
6. Awarding of Tender: After evaluating the bids, the government agency/Private firms will
award the contract to the eligible bidder who has submitted the most favorable bid as per
the evaluation criteria. The bidder will be notified either through mail or official
communication.
7. Arranging for bank guarantee: We have to arrange for Bank guarantees required as per
the terms mentioned in tender document.

175
8. Signing of Contracts and agreements: Once the bid is awarded, the selected bidder needs
to sign a legally binding contract with the government agency, which outlines the terms,
conditions, and payment schedule of the project.
9. Commencement of execution of Project work: Upon receipt and confirmation of work
order, our team plans for execution of work on Project site. Resources such as labour,
machineries are allocated to work order and mobilisation work starts. Execution work on
awarded work order gets commenced with in due timeline in coordination with
concerned authority. We organize the resource to execute the project as per the detailed
execution plan made by our technical and other support team.
10. Inspection of work on site by the concerned department: The concerned department
will inspect the on-site work carried out and ascertain whether it is acceptable and in
accordance with the terms of work order.
11. Billing: The billing for the work execution is done on a stage wise basis and at completion
of each stage the billing is done for that particular stage and the bifurcation of each stage
and payment amount is mentioned in the schedule at the time of signing of contract.
12. Completion Certificate: Once the project is completed the concerned department will
issue completion certificate and the company/ department will carry out the obligations
related to handing over the project.
Note: Above mentioned process is a standard process (Generally accepted process) followed in
regard to Tender related business.

Utilities for Execution of Services

A) POWER
Temporary power connection is provided by the client for project execution at project site
as well as from the DG Sets where Power is to be where power connection is not available.

B) WATER
As RPSL is in the business of setting up electric power infrastructure, use of water is
minimum. Drinking water is arranged by RPSL for the labor working on site.
The registered office of the company has adequate water supply arrangements for human
consumption purposes. The requirements are fully met at the existing premises.

C) EQUIPMENTS
The List of major machine and equipment used by the company for its services as on
March 31, 2024 is mentioned below:

Sr.no. Particulars of Machine/ Equipment No of units. Capacity

1. Winch Machine 2 N.A.
2. Cable Testing and Fault Location 1 N.A.
System SFX40
3. 30W Standard Fiber Laser Source 1 N.A.
4. Solar Plant at Patdi 1 1MW

D) HUMAN RESOURCES

The Company believe that the employees are key contributors to the business success and
its ability to maintain growth depends to a large extent on its strength in attracting,
training, motivating and retaining employees. Our comprehensive hiring process
includes aptitude tests, technical evaluations, and interviews with both technical and HR
representatives, culminating in a final managerial interview. We focus on attracting and
retaining the best possible talent. Our Company looks for specific skill-sets, interests and
backgrounds that would be an asset for its kind of business.
We place a strong emphasis on providing ongoing training opportunities to enhance the
skills of our personnel and foster their ongoing growth and development. Our focus
on employee engagement helps to maintain a positive and productive work environment.

176
 As on October 31, 2024 our Company has 1030 employees on payroll and permanent
employees. Bifurcation is as follows:

No. Of
Sr.No Particulars Employee
1 Top Management 15
2 Accounts 10
3 Human Resources 5
4 Administrative Staff 22
5 Project Managers 16
6 Supervisors/Engineers 75
7 Skilled Employee 270
8 Unskilled Employee 617
Total of employees on payroll and permanent employees 1030

Competition

Our competition depends on various factors, such as the type of project, total contract value,
potential margins, complexity, location of the project and risks relating to revenue generation.
While service quality, technical ability, performance record, experience, health and safety
records and the availability of skilled personnel are key factors in client decisions among
competitors, price often is the deciding factor in most tender awards. We believe our main
competitors are various small and mid-sized companies listed and unlisted companies. Some
of the listed entities with whom we face competition are: Kaycee Industries Limited, Kalpataru
Projects International Limited, Viviana Power Tech Limited, Lumino Industries Ltd., Ravin
Infraproject Pvt. Ltd., Rahul Cables Pvt. Ltd., GPI Projects Pvt. Ltd.

Corporate Social Responsibility

Our Company has adopted a CSR policy in compliance with the requirements of the
Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014.

Our company has made contributions to various Foundation and Trusts, the details regarding
the contributions made by the company are given below:
(Rs. In lakhs)
Sr Financial Obligated Activities in which amount was Spent by Amount
No. Year amount to be the company and their Implementing spent for
spent by the Agency particular
company activity
1. 2021-22 11.34* Sai’s Angel Foundation 11.34
Education Activity:
Promoting education, including mission
to make the best of education accessible for
the less privileged students leveraging the
very latest in technology, tools, method.
2 2022-23 8.12 Sai’s Angel Foundation 20.00
Education Activity:
Promoting education, including mission
to make the best of education accessible for
the less privileged students leveraging the
very latest in technology, tools, method.
3 2023-24 10.95 Sparsh Samvedana Foundation Trust 8.5
Educational Activity: Providing free
Coaching to financially poor people
Pavitray Charitable Trust 2.5
Educational Activity: Promoting
Education
*Note: For the year 2021-22 the CSR was not applicable as per Section 135 of the Companies Act
2013 and Voluntary Contribution has been made by the company.

177
 Insurance
Details of major insurances taken by us are given below:

Details of
Assets Date Of
Sr. Name of
/Goods Insurance Policy Expiry of Premium
No Insurance Sum Insured
covered Details No. The p.a.
. Company
under the Policy
policy
1. Future Contract Earthquake, E0094380 28-02-2025 36,44,14,766. 215,004
Generali Works - Any Escalation Clause 00
India other work &
Insurance installation
Company including
Limited temporary
construction
not included
in Contract
price and
Material
2. Future project as per Marine insurance C2480530 29-03-2025 29,93,11,803. 105,957
Generali LOA. Packing 00
India - Standard &
Insurance Customary
Company Packing
Limited
3. IFFCO - Workmen's As per 43323302 31-12-2024 66,00,000.00 11,653
TOKIO Compensatio Employee's
GENERAL n
INSURAN Compensation
CE CO.
LTD act 1923 Fatal
accident act

1855 & Common

Law

4. National Stocks In Burglary 30180059 31-01-2025 3,00,00,000.0 35,400

Insurance Trade 23100000 0
Company 00
Limited
5. National Ready Stock Fire Basic Cover , 30180011 31-01-2025 3,00,00,000.0 54,008
Insurance Of Cable Terrorism 23100002 0
Company Joininng 22
Limited Kit,Switch
Gear
Accessories,S
mc Box,Putty
& Such Other
Goods
6. National Occupied As Fire Basic Cover, 30180011 24-01-2025 5,47,00,000.0 39,373
Insurance Office Terrorism 23100002 0
Company Premises- 19
Limited Building (
Including
Plinth &
Foundation

178
7. National Stocks In Burglary 30180059 24-01-2025 10,00,000.00 1,770
Insurance Trade 23100003
Company 22
Limited
8 Future Contract Earthquake, 31-03-2025 1,26,49,45,88 1,243,865
Generali Works - Any Escalation Clause E0089759 7.00
India other work &
Insurance installation
Company including
Limited temporary
construction
not included
in
Contract
price and
Material
9 Future Under Earthquake, STFI E0089995 31-03-2025 83,33,43,461. 819,455
Generali Ground 11kv Perils Cover 00
India Cable Lying
Insurance Work
Company
Limited
10 Future Under Earthquake, STFI E0089996 31-03-2025 1,72,17,10,65 1,693,016
Generali Ground 11kv Perils Cover 2.00
India Cable Lying
Insurance Work
Company
Limited
11 Future FLOP Terrorism, F1814850 21-04-2025 2,26,00,000.0 26,988
Generali Earthquake, 0
India
Insurance DepartmentalCla
Company use
Limited
12 Future Stock, Plant & Theft & RSMD B0632382 21-04-2025 8,30,00,000.0 7,346
Generali Machinery, 0
India FFF
Insurance
Company
Limited
13 Future Building As per Terrorism F1814862 21-04-2025 8,85,00,000.0 98,436
Generali including 0
India Plinth circular,Agreed
Insurance & Bank
Company Foundation,
Limited Plant & Clause,Earthqua
Machinery, ke
,Furniture,
Fixtures & Clause,STFI
Fittings ,Stock Clause

179
 INTELLECTUAL PROPERTY RIGHTS RELATED APPROVALS

As on the date of the Red Herring Prospectus, our Company has applied for one Trademark in
the name of the Company.
Date of Trademark
Sr. No. Logo/Name Class Status
Application No.

Formalities
1 09/07/2024 6518129 37
Check Pass

Properties

The details of own and leasehold properties, which we occupy for our business operations, are as
under:

Sr. Details of leasehold /Rental Amount &

Name of Lessor & Lessee Purpose
No. premises Tenure of Rent
Siddhi House, Nr. Sasuji Owned -
Dining Hall, Opp Lal
1. Bunglow, Off CG Road, Office
Navranpura, Ahmedabad-
380006.
Gf-1, & Basement, Vraj Apt. Owned -
Shruti Chhaya, Nr. Law
2. Office
Garde, Ellis Bridge,
Ahmedabad-380006
Survey No. 859/1,Vill-Patdi, Owned -
3. Tal-Dasada, Dist- Surendra Solar Plant
Nagar
301, Vice Regal, 15 Punit Owned -
4. Nagar, Old Padra Road, Office
Baroda
5. Flat No. 903 - C-Wing, Licensor: Neelkamal Co Tenure: 01st
Niketan Residency, Nani Op Housing Society Ltd January, 2024 to 30th
Daman, Daman (Authorized December, 2024
Staff of
Representative: Pravin Rent: Rs. 9500 per
Rajesh
Singh ) month from 01st
Power
Licensee: M/s. Rajesh January, 2024 to 30th
Services
Power Services Private December, 2024
Limited
Limited (Authorized
Representative: Parmar
Vipulbhai MaganbhaI)
6. Survey No. 926/A, Shilaj Licensor: Patel Tenure: 29th March,
Canal Road, Shilaj, Bhikhabhai Ishwarbhai 2024 to 27th March,
Ahmedabad-380059 Licensee: M/s. Rajesh 2025
Power Services Private Rent: Rs. 68250 per Godown
Limited (Authorized month from 29th
Representative: March, 2024 to 27th
Prafulbhai B. Patel) March, 2025
7. 8-Karnawati Society, CG Licensor: Jyotiben J.Dave Tenure: 01st
Road, Ahmedabad. Licensee: M/s. Rajesh December, 2022 to
Power Services Private 29th November, 2024
Limited (Authorized Rent: Rs. 23100, per Godown
Representative: month from 01st
Rajendrabhai B. Patel ) December, 2022 to
29th November, 2024

180
8. CG Road Godown Rent Licensor: Mohanbhai Tenure: 28th
N.Kauangal March, 2024 to 26th
Licensee: M/s. Rajesh March, 2025
Power Services Private Rent: Rs. 26250 per Godown
Limited (Authorized month from 28th
Representative: March, 2024 to 26th
Rajendrabhai B. Patel) March, 2025
9. F No.309, Fn And Moon Licensor: Brajesh Tenure: 01st
Wilder Park, Swege Farm, Vaishnav August 2024 to 30st
Ns Road, Jaipur, Rajasthan Licensee: M/s. Rajesh June, 2025 (11
Power Services Private months)
Godown
Rent: Rs. 25300 per
Limited (Authorized
month from 01st
Representative: Jitendra August 2024 to 30st
Sharma) June, 2025
10. Survey No. 1182/1183, & Licensor: Tenure: 01st
Old Survey No. 470 Nr. Rudra Structen November 2023 to
Amconagar, Next To Gas (Authorized 29th October 2024
Dodown, Manipur Village, Representative: Rent: Rs. 20000 per
Ahmedabad-380058 Jaydeepbhai B. Patel month from 01st
Godown
Licensee: M/s. Rajesh November 2023 to
Power Services Private 29th October 2024
Limited (Authorized
Representative:
Prafulbhai B. Patel)
11. Flat G-3, Sunflower Bulding, Licensor: Rekhaben Tenure: 01st June
Rajawadi Gardenn Opp., Avlani 2023 to 31st May 2025
Ghatkopar (East), Mumbai. Licensee: M/s. Rajesh Rent: Rs. 45000 per
Office
Power Services Private month from 01st June
Use
Limited (Authorized 2023 to 31st May 2025
Representative: Mitul P.
Ramani)
12. Plot/Tp-19/F P Licensor: Guda Tenure: 07th
No.375/398/2023 Gandhinagar December 2023 to
Licensee: M/s. Rajesh 07th June 2024
Power Services Private Rent: Rs. 310000 per Godown
Limited (Authorized month from 07th
Representative: December 2023 to
Rajendrabhai B. Patel ) 07th June 2024
13. Bharat – Mahakali Petrol Licensor: Patel Ramubhai Tenure : 17th August
Pump, Kobaroad, Ambapur Marghabhai 2024 to 17th July 2025
Gam, Ambapur Licensee: M/s. Rajesh Rent: Rs. 45000 per
Power Services Private month from 17th Godown
Limited (Authorized August 2024 to 17th
Representative: July 2025
Prafulbhai B. Patel )
14. Plot No. 463/3, Village – Licensor: Somnath Oil Tenure: 16th
Agatray, Tal-Keshod, Dist – Industries (Authorized November 2023 to
Junagadh Representative: 15th November 2024
Bhaveshbhai C. Mayatra ) Rent: Rs. 55000 per
Licensee: M/s. Rajesh month from 16th Godown
Power Services Private November 2023 to
Limited (Authorized 15th November 2024
Representative: Viralbhai
H. Modha )

181
15. R.S. No. 144 (Old R.S. No Licensor: Vishalbhai Tenure: 24th
156/4), Village – Dadiya Nanda November, 2023 to
Gam, Tal – Jamnagar, Dist – Licensee: M/S. Rajesh 23rd November, 2024
Jamnagar-361110 Power Services Private Rent: Rs. 48000 per Godown
Limited (Authorized month from 24th
Representative: Viralbhai November, 2023 to
H. Modha ) 23rd November, 2024
16. R.S. No. 484/3p1/P1, Licensor: Radheshyam Tenure: 05th
484/3p2/P1, 484/3p3/P1, Agro Products Pvt Ltd December, 2023 to 4th
Open Space, Vill-Amreli, (Authorized December, 2024
Tal-Amreli, Dist-Amreli Representative: Rent: Rs. 30000 per
Prakashbhai V. Sejaliya) month from 05th
Godown
Licensee: M/S. Rajesh December, 2023 to 4th
Power Services Private December, 2024
Limited (Authorized
Representative: Viralbhai
H. Modha)
17. Achal Plot No. 11 /G-1, Licensor: Shaili Nigam Tenure: 10th
Ankansha Enclave, Khushi Licensee: M/S. Rajesh December, 2023 to
Vihar, Mansarovar, Jaipur- Power Services Private 08th December, 2024
Raj-302020 Limited (Authorized Rent: Rs. 8500 per Godown
Representative: month from 10th
Basantakumar Sahu) December, 2023 to
08th December, 2024
18. Shed 19, Kalpataru Estate, Licensor: Shaileshkumar Tenure: 01st
Khatraj, Kalol Laljibhai Patel December, 2023 to
Licensee: M/S. Rajesh 29th November, 2024
Power Services Private Rent: Rs. 33000 per
Godown
Limited (Authorized month from 01st
Representative: December, 2023 to
Basantkumar Sahu) 29th November, 2024

19. A-1/3, Kailash Park Soc, Licensor: Avni Enterprise Tenure: 25th May,
Chirag Nagar, Vtc, (Authorized 2023 to 24th May,
Ghatkopar, West, Mumbai Representative: Nitinbhai 2025
Bhanushali) Rent: Rs. 27000 per
Licensee: M/S. Rajesh month from 25th Godown
Power Services Private May, 2023 to 24th
Limited (Authorized May, 2025
Representative: Mitulbhai
P. Ramani)
20. Shop No. 07, Vijay Complex, Licensor: Ketulkumar L Tenure: 01st July,
Sec-11, Ganhinagar Patel 2023 to 29th June,
Licensee: M/S. Rajesh 2024
Power Services Private Rent: Rs. 8000 per
Godown
Limited (Authorized month from 01st July,
Representative: Manthan 2023 to 29th June,
S. Thakar) 2024

21. Sukhram Nagar, Gomtipur, Licensor: Hirenbhai A. Tenure: 06th July,

Panchal 2023 to 05th July, 2024
Licensee: M/S. Rajesh Rent: Rs. 8000 per
Power Services Private month from 06th July, Godown
Limited (Authorized 2023 to 05th July, 2024
Representative: Thakar
Manthan Sanjaybhai )
22. Plot No. 77, Tp No. 63, Licensor: Tenure: 01st
Khoraj, Gandhinagar, Shitalkumar Kantilal March, 2024 to 28th Godown
(Survey No. 506) Patel, February, 2025
182
 Gautamkumar Kantilal Rent: Rs. 40000 per
Patel, month from 01st
Jyotsnaben Jayantibhai March, 2024 to 28th
Patel, February, 2025
Dharmeshkumar
Jayantibhai Patel
Licensee: M/S. Rajesh
Power Services Private
Limited (Authorized
Representative:
Prafulbhai B. Patel )
23. Sector-11 / Vijay Complex, Licensor: Amrutlal Tenure: 01st July,
Shop-07, Gandhinagar Madhavlal Patel 2023 to 30th June,
Licensee: M/S. Rajesh 2024
Power Services Private Rent: Rs. 8000 per
Godown
Limited (Authorized month from 01st July,
Representative: Manthan 2023 to 30th June,
S. Thakar) 2024

24. Plot No. 14, Adarsh Colony, Licensor: Gangawati Tenure: 30th April,
Mansagar Maha Mandir, Mantri 2024 to 29th March,
Jodhpur, Rajasthan Licensee: M/S. Rajesh 2025
Godown
Power Services Private Rent: Rs. 23000 per
Limited (Authorized month from 30th
Representative: April, 2024 to 29th
Jitendrabhai Sharma) March, 2025

Note: The Company has taken properties on lease which are used for business requirements/
purposes, lease agreements of the premises occupied by us will be renewed in normal course of
business depending on the terms and tenure of the lease agreements.

Lease agreements which are due to expire after the date of RHP will be renewed once they get
expire. This is a part of normal course of business it will be renewed once it gets expired.

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 KEY INDUSTRY REGULATIONS AND POLICIES

The following description is a summary of the relevant regulations and policies as prescribed by
the Government of India and other regulatory bodies that are applicable to our business. The
information detailed in this chapter has been obtained from various legislations, including rules
and regulations promulgated by the regulatory bodies that are available in the public domain.
The regulations and policies set out below may not be exhaustive, and are only intended to
provide general information to the investors and are neither designed nor intended to be a
substitute for professional legal advice. The Company may be required to obtain Licenses and
approvals depending upon the prevailing laws and regulations as applicable.
For details of such approvals, please see the section titled “Government and other Approvals” on
page 324 of this Red Herring Prospectus.

A. INDUSTRY RELATED LAWS AND REGULATIONS

Electricity Act, 2003

The Electricity Act, 2003 has been recently introduced with a view to rationalize electricity tariff,
and to bring about transparent policies in the sector. The Act provides for private sector
participation in generation, transmission and distribution of electricity, and provides for the
corporatization of the state electricity boards.
The related Electricity Regulatory Commissions Act, 1998 has been enacted with a view to confer
on these statutory Commissions the responsibility of regulating this sector.

Energy Consumption Act, 2001

The Act regulates and empowers the Government to specify energy consumption standards for
notified equipment and appliances, prohibit manufacture, sale, purchase and import of notified
equipment and appliances not conforming to energy consumption standards, establish and
prescribe energy consumption norms and standards for designated consumers, direct designated
consumers to designate or appoint certified energy manager in charge of activities for efficient
use of energy and its conservation, get an energy audit conducted by an accredited energy auditor
in the specified manner and interval of time, furnish information with regard to energy consumed
and action taken on the recommendation of the accredited energy auditor to the designed agency,
comply with energy consumption norms and standards, prepare and implement schemes for
efficient use of energy and its conservation if the prescribed energy consumption norms and
standards are not fulfilled,

The Central Electricity Authority (Measures Relating to Safety & Electric Supply) Regulation,
2010 and amendments thereto (the “Regulations”)
These regulations were framed with the aim to regulate the process and mechanism of installation
of electrical grids, transmission lines, distribution lines and other infrastructural set ups for
production, transmission and distribution of electricity and to ensure safety measures of the
contractors and public. These regulations regulate the mechanism of granting of Licenses to
electrical service providers i.e. turnkey project operators, contractors engineers and like for
infrastructure developers and other projects.

Central Electricity Authority (Measures relating to Safety and Electric Supply) Regulations, 2010
and Rajasthan Electrical Inspectorate (Formation of Technical Committee and Grant of
competency certificate to work and permit to work) Rules, 2016 (the “Rules”)
The Rules were framed under regulation 29 of the Central Electricity Authority (Measures
relating to Safety and Electric Supply) Regulations, 2010 for granting license to work as
Electrical Contractor, Supervisor, Wireman, and Chartered Electrical Safety Engineer for
Electrical Installation Works on the fulfilment of eligibility conditions. It also covers the electrical
installation works that can be undertaken by the contractor in the State of Rajasthan along with
the application procedure.

Bureau of Indian Standards Act, 2016 (the “BIS Act”)

BIS Act was notified on March 22, 2016 and came into effect from October 12, 2017. The BIS Act
establishes the Bureau of Indian Standards (BIS) as the National Standards Body of India. The BIS
Act has enabling provisions for the Government to bring under compulsory certification regime

184
any goods or articles of any scheduled industry, process, system of service which it considers
necessary in the public interest or for protection of human, animal or plant health, safety of the
environment, or prevention of unfair trade practices, or national security. The BIS Act also allows
multiple type of simplified conformity assessment schemes including self-declaration of
conformity against a standard which will give simplified option to manufacturers to adhere to the
standards and get certificate of conformity. The BIS Act enables the Central Government to
appoint any authority/agency, in addition to the BIS, to verify the conformity of products and
services to a 106 standard and issue certificate of conformity. Further, there is also a provision for
repair or recall, including product liability of the products bearing standard mark but not
conforming to the relevant Indian Standard.

Shops and Establishments Legislations

Establishments are required to be registered under the provisions of local shops and
establishments legislations applicable in the states where such establishments are set up. Such
legislations regulate the working and employment conditions of workers employed in such shops
and establishments including commercial establishments and provide for fixation of working
hours, rest intervals, overtime, holidays, leave, termination of service, maintenance of shops and
establishments and other rights and obligations of the employers and employees. Shops and
establishments have to be registered under the shops and establishments legislations of the
respective states where they are located.

Municipality Laws
Pursuant to the Constitution (Seventy-Fourth Amendment) Act, 1992, the respective state
legislatures in India have power to endow the municipalities with power to implement schemes
and perform functions in relation to matters listed in the Twelfth Schedule to the Constitution of
India. The respective States of India have enacted laws empowering the municipalities to issue
trade license for operating stores and implementation of regulations relating to such license along
with prescribing penalties for non-compliance.

Transfer of Property Act, 1882

The Transfer of Property Act, 1882 (the “T.P. Act”) governs the transfer of property, including
immovable property, between natural persons excluding a transfer by operation of law. The T.P.
Act establishes the general principles relating to the transfer of property, including among other
things, identifying the categories of property that are capable of being transferred, the persons
competent to transfer property, the validity of restrictions and conditions imposed on the transfer
and the creation of contingent and vested interest in the property. The T.P. Act also provides for
the rights and liabilities of the vendor and purchaser in case of a transaction relating to sale of
property and the lessor and lessee if the transaction involves lease of land, as the case may be.

Sale of Goods Act, 1930

The Sale of Goods Act, 1930 (the “Sale of Goods Act”) governs contracts relating to the sale of goods.
The contracts for sale of goods are subject to the general principles of the law relating to contracts.
A contract for sale may be an absolute one or based on certain conditions. The Sale of Goods Act
contains provisions in relation to the essential aspects of such contracts, including the transfer of
ownership of goods, delivery of goods, rights and duties of the buyer and seller, remedies for
breach of contract and the conditions and warranties implied under a contract for the sale of
goods.

The Registration Act, 1908

The Registration Act, 1908 (the “Act”) was passed to consolidate all the previous legislations
which were enacted in relation to the registration of documents. This Act was promulgated to
achieve the purpose of maintaining a proper regulatory record of transactional documents with a
recognized officer in order to safeguard the original copies. The Act lays down two types of
registration of documents, one being mandatory registration, which has been laid down under
Section 17 of the Act and relates to documents such as, inter alia gift deed or transfer deed for an
immovable property, non-testamentary instruments purporting to an interest in any immovable
property, leasing or renting an immovable property. The other type of registration has been laid
down under Section 18 of the Act which provides for the category of documents, registration of
which is optional or discretionary and include, wills, instrument for transfer of shares, adoption

185
deeds, etc. Failure to register a document under Section 17 of the Act can attract severe
consequences, including declaration of invalidity of the transfer in question; however, no such
consequence is attracted in case of Section 18 of the Act. Sections 28 and 31 of the Act provide the
sub-registrars and other officers, the authority to register documents under this Act. Registration
of a document, provides authenticity to a document and also acts as a conclusive proof in relation
to the execution of such a document in the court of law.

Indian Stamp Act, 1899

Stamp duty in relation to certain specified categories of instruments as specified under Entry 91
of the Union list mentioned in the Seventh Schedule of the Constitution of India, is governed by
the provisions of the Indian Stamp Act, 1899 (the “Act”), all others instruments are required to be
stamped, as per the rates laid down by the State Governments. Stamp duty is required to be paid
on such category of transaction documents laid down under the various laws of the states, which
denotes that stamp duty was paid before the document became legally binding. The stamp duty
has to be paid on such documents or instruments and at such rates which have 107 been specified
in the First Schedule of the Act. Instruments as mentioned in the said schedule of the Act, if are
not duly stamped are not admissible in the court of law as valid evidence for the transaction
contained therein.
The Act also provides for impounding of instruments which are not sufficiently stamped or not
tamped at all. Unstamped and deficiently stamped instruments can be impounded by the relevant
authorities and validated by imposing of penalty on the parties. The amount of penalty payable
on such instruments may vary from state to state.

The Micro, Small and Medium Enterprises Development Act, 2006 (“MSME Act”)
MSME Act was enacted to provide for facilitating the promotion and development and enhancing
the
competitiveness of micro, small and medium enterprises. Any person who intends to establish (a)
a micro or small enterprise, at its discretion; (b) a medium enterprise engaged in providing or
rendering of services may, at its discretion; or (c) a medium enterprise engaged in manufacture
or production of goods pertaining to any industry specified in the First Schedule to the Industries
(Development and Regulation) Act, 1951 is required to file a memorandum before such authority
as specified by the State Government or the Central Government. The form of the memorandum,
the procedure of its filing and other matters incidental thereto shall be such as may be specified
by the Central Government, based on the recommendations of the advisory committee
Accordingly, in exercise of this power under the MSME Act, the Ministry of Micro, Small and
Medium Enterprises notification dated September 18, 2015 specified that every micro, small and
medium enterprises is required to file a Udyog Adhaar Memorandum in the form and manner
specified in the notification.

B. TAX RELATED LAWS

The tax related laws that are applicable to our Company include the Customs Act, 1962, the
Income Tax Act, 1961, the Income Tax Rules, 1962 and GST which includes the Central Goods and
Services Tax Act, 2017, various State Goods and Services Tax legislations, and the Integrated
Goods and Services Tax Act, 2017.

C. ENVIRONMENT RELATED LAWS

As of date of this Red Herring Prospectus, our Company does not carry out manufacturing
activities, therefore it is not required to obtain registration or approvals under the relevant
environmental laws. However, a general summary of the environmental related laws have been
provided below:

National Environmental Policy, 2006

The dominant theme of this policy is that while conservation of environmental resources is
necessary to secure livelihoods and well-being of all, the most secure basis for conservation is to
ensure that people dependent on particular resources obtain better livelihoods from the fact of
conservation, than from degradation of the resource.

186
Environment (Protection) Act, 1986 as amended (“EPA”)
EPA provides for the prevention, control and abatement of pollution. Pollution control boards
have been constituted in all states in India to exercise the powers and perform the functions
provided for under these statutes for the purpose of preventing and controlling pollution.
Companies are required to obtain consents of the relevant state pollution control boards for
emissions and discharge of effluents into the environment.

The Water (Prevention and Control of Pollution) Act,1974

The Water (Prevention and Control of Pollution) Act, 1974 (“Water Act”) aims to prevent and
control water pollution by factories and manufacturing units and to maintain and restore the
quality and wholesomeness of water. Under the Water Act, any person establishing any industry,
operation or process, any treatment or disposal system, using of any new or altered outlet for the
discharge of sewage or causing new discharge of sewage, must obtain the consent of the relevant
state pollution control board, which is empowered to establish standards and conditions that are
required to be complied with.

Air (Prevention and Control of Pollution) Act, 1981

The Air (Prevention and Control of Pollution) Act, 1981 (“Air Act”) provides for the prevention,
control and abatement of air pollution. Pursuant to the provisions of the Air Act, any person
establishing or operating any industrial plant within an air pollution control area, must obtain the
consent of the relevant state pollution control board prior to establishing or operating such
industrial plant. The state pollution control board must decide on the application within a period
of 4 months of receipt of such application. The consent may contain certain conditions relating to
specifications of pollution control equipment to be installed at the facilities. No person operating
any industrial plant in any air pollution control area is permitted to discharge the emission of any
air pollutant in excess of the standards laid down by the state pollution control board.

D. INTELLECTUAL PROPERTY LAWS

Trade Marks Act, 1999

Indian trademark law permits the registration of trademarks for goods and services. The Trade
Marks Act, 1999 (“Trade Mark Act”) governs the statutory protection of trademarks and for the
prevention of the use of Fraudulent marks in India. An application for trademark registration
may be made by individual or joint applicants and can be made on the basis of either use or
intention to use a trademark in the future. Once granted, trademark registration is valid for ten
years, unless cancelled, and may be renewed indefinitely upon payment of renewal fees every ten
years. If not renewed after ten years, the mark lapses and the registration has to be restored. The
Trade Mark (Amendment) Act, 2010 has been enacted by the Government to amend the Trade
Mark Act to enable Indian nationals as well as foreign nationals to secure simultaneous protection
of trademark in other countries. It also seeks to simplify the law relating to transfer of ownership
of trademarks by assignment or transmission and to align the law with international practice. In
March 2017, the Trade Marks Rules, 2017 (“Trade Mark Rules”) were notified, in supersession of
the Trade Marks Rules, 2002. The Trade Marks Rules brought with them some changes in the
application process, in terms of an increase in application fees and common formats for multiple
kinds of applications. However, the e-filing process has been incentivized by providing lower
application fees.

E. FOREIGN TRADE RELATED LAWS

Foreign Trade (Development and Regulation) Act, 1992, as amended (“Foreign Trade Act”).
The Foreign Trade Act empowered the Central Government to make provisions for the
development and regulation of foreign trade by way of facilitating imports into as well as
augmenting exports from the country and in all other matters related to foreign trade. The
government has also been given a wide power to prohibit, restrict and regulate the exports and
imports in general as well as specified cases of foreign trade. It is authorised to periodically
formulate the Indian Foreign Trade Policy, 2015-20 (“Foreign Trade Policy”) and amend it
thereafter whenever it deems fit. All exports and imports are required to be in compliance with
this policy. The Foreign Trade Policy provides for certain schemes for the promotion of export of

187
finished goods and import of inputs. The Foreign Trade Act, read with the Foreign Trade Policy,
also provides that no person or company can make exports or imports without having obtained
an importer exporter code (IEC) number unless such person or company is specifically exempted.
The IEC shall be valid until it is cancelled by the issuing authority.

F. EMPLOYMENT RELATED LAWS

In order to rationalize and reform labour laws in India, the Government of India has notified four
labour codes which are yet to come into force as on the date of this Red Herring Prospectus,
namely, (i) the Code on Wages, 2019 which will repeal the Payment of Bonus Act, 1965, Minimum
Wages Act, 1948, Equal Remuneration Act, 1976 and the Payment of Wages Act, 1936, (ii) the
Industrial Relations Code, 2020 which will repeal the Trade Unions Act, 1926, Industrial
Employment (Standing Orders) Act, 1946 and Industrial Disputes Act, 1947, (iii) the Code on
Social Security, 2020 which will repeal certain enactments including the Employee's
Compensation Act, 1923, the Employees’ State Insurance Act, 1948, the Employees’ Provident
Funds and Miscellaneous Provisions Act, 1952, Maternity Benefit Act, 1961, Employment
Exchanges (Compulsory Notification of Vacancies) Act, 1959 and the Payment of Gratuity Act,
1972 and (iv) the Occupational Safety, Health and Working Conditions Code, 2020 which will
repeal certain enactments including the Factories Act, 1948, Motor Transport Workers Act, 1961
and the Contract Labour (Regulation and Abolition) Act, 1970. Certain portions of the Code on
Wages, 2019 and Code on Social Security, 2020, have come into force upon notification by the
Ministry of Labour and Employment. The remaining provisions of these codes shall become
effective as and when notified by the Government of India. A brief summary of the
aforementioned laws have been provided below:

The Code on Wages, 2019

The Code on Wages, 2019 received the assent of the President of India on August 8, 2019 and
proposes to subsume four existing laws namely, the Payment of Wages Act, 1936, the Minimum
Wages Act, 1948, the Payment of Bonus Act,1965 and the Equal Remuneration Act, 1976. The
Central Government has notified certain provisions of this code mainly in relation to the
constitution of the advisory board.

The Occupational Safety, Health and Working Conditions Code, 2020

The Occupational Safety, Health and Working Conditions Code, 2020 received the assent of the
President of India on September 28, 2020 and proposes to subsume certain existing legislations,
including the Factories Act, 1948, the Contract Labour (Regulation and Abolition) Act, 1970, the
Inter-State Migrant Workmen (Regulation of Employment and Conditions of Service) Act, 1979
and the Building and Other Construction Workers (Regulation of Employment and Conditions of
Service) Act, 1996. The provisions of this code will be brought into force on a date to be notified
by the Central Government.

The Industrial Relations Code, 2020

The Industrial Relations Code, 2020 received the assent of the President of India on September 28,
2020 and it proposes to subsume three existing legislations, namely, the Industrial Disputes Act,
1947, the Trade Unions Act, 1926 and the Industrial Employment (Standing Orders) Act, 1946.
The provisions of this code will be brought into force on a date to be notified by the Central
Government.

The Code on Social Security, 2020

The Code on Social Security, 2020 received the assent of the President of India on September 28,
2020 and it proposes to subsume certain existing legislations including the Employee's
Compensation Act, 1923, the Employees’ State Insurance Act, 1948, the Employees’ Provident
Funds and Miscellaneous Provisions Act, 1952, the Maternity Benefit Act, 1961, the Payment of
Gratuity Act, 1972, the Building and Other Construction Workers’ Welfare Cess Act, 1996 and the
Unorganised Workers’ Social Security Act, 2008. The Central Government has notified certain
provisions of this code.

Contract Labour (Regulation and Abolition) Act, 1970, as amended (the “CLRA Act”)
188
The CLRA Act requires the principal employer of an establishment in which twenty or more
workmen are employed or were employed on any day of the preceding twelve months as contract
labour, to make an application to the concerned officer for registration of the establishment. In the
absence of registration, contract labour cannot be employed in the establishment. Likewise, every
contractor who employees or who employed on any day of the preceding twelve months twenty
or more workmen, is required to obtain a license and not to undertake or execute any work
through contract labour except under and in accordance with the license issued. The CLRA Act
imposes certain obligations on the contractor in relation to establishment of canteens, rest rooms,
drinking water, washing facilities, first aid, other facilities and payment of wages. However, in
the event the contractor fails to provide these amenities, the principal employer is under an
obligation to provide these facilities within a prescribed time period. Penalties, including both
fines and imprisonment, may be levied for contravention of the provisions of the CLRA Act.

Employees State Insurance Act, 1948, as amended (the “ESIC Act”)

The ESI Act, provides for certain benefits to employees in case of sickness, maternity and
employment injury. All employees in establishments covered by the ESI Act are required to be
insured, with an obligation imposed on the employer to make certain contributions in relation
thereto. In addition, the employer is also required to register itself under the ESI Act and maintain
prescribed records and registers. Employees (Provident Fund and Miscellaneous Provisions) Act,
1952, as amended (the “EPF Act”) The EPF Act applies to factories employing over 20 employees
and such other establishments and industrial undertakings as notified by the GoI from time to
time. It requires all such establishments to be registered with the state provident fund
commissioner and requires such employers and their employees to contribute in equal proportion
to the employees’ provident fund the prescribed percentage of basic wages and dearness and
other allowances payable to employees. The EPF Act also requires the employer to maintain
registers and submit a monthly return to the State provident fund commissioner.

Employees Provident Fund and Miscellaneous Provisions Act, 1952

Under the Employees’ Provident Funds and Miscellaneous Provisions Act, 1952 (EPF Act),
compulsory provident fund, family pension fund and deposit linked insurance are payable to
employees in factories and other establishments. The legislation provides that an establishment
employing more than 20 (twenty) persons, either directly or indirectly, in any capacity
whatsoever, is either required to constitute its own provident fund or subscribe to the statutory
employee‘s provident fund. The employer of such establishment is required to make a monthly
contribution to the provident fund equivalent to the amount of the employee’s contribution to the
provident fund. There is also a requirement to maintain prescribed records and registers and filing
of forms with the concerned authorities. The EPF Act also prescribes penalties for avoiding
payments required to be made under the abovementioned schemes.

Payment of Gratuity Act, 1972, as amended (the “Gratuity Act”)

The Gratuity Act establishes a scheme for the payment of gratuity to employees engaged in every
factory, mine, oil field, plantation, port and railway company, every shop or establishment in
which ten or more persons are employed or were employed on any day of the preceding twelve
months and in such other establishments in which ten or more employees are employed or were
employed on any day of the preceding twelve months, as notified by the Central Government
from time to time. Penalties are prescribed for non-compliance with statutory provisions. Under
the Gratuity Act, an employee who has been in continuous service for a period of five years will
be eligible for gratuity upon his retirement, resignation, superannuation, death or disablement
due to accident or disease. However, the entitlement to gratuity in the event of death or
disablement will not be contingent upon an employee having completed five years of continuous
service. The maximum amount of gratuity payable may not exceed ₹ 1 million.

The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013
The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013 (“SHWW Act”) provides for the protection of women at workplace and prevention of sexual
harassment at workplace. The SHWW Act also provides for a redressal mechanism to manage
complaints in this regard. Sexual harassment includes one or more of the following acts or

189
behaviour namely, physical contact and advances or a demand or request for sexual favours or
making sexually coloured remarks, showing pornography or any other unwelcome physical,
verbal or non-verbal conduct of sexual nature. The SHWW Act makes it mandatory for every
employer of a workplace to constitute an Internal Complaints Committee, which shall always be
presided upon by a woman.

G. GENERAL CORPORATE AND OTHER ALLIED LAWS

Apart from the above list of laws which is inclusive in nature and not exhaustive – general laws
like the Indian Contract Act, 1872, Specific Relief Act, 1963, Negotiable Instruments Act, 1881, Sale
of Goods Act, 1930, Consumer Protection Act, 1986, Anti-Trust law such as Competition Act, 2002
and corporate Acts namely Companies Act, 2013 are also applicable to the Company.

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 HISTORY AND CERTAIN CORPORATE MATTERS

COMPANY’S BACKGROUND

The Company was originally formed as a partnership firm in the name and style of “RAJESH
TRADERS” pursuant to a deed of partnership dated May 5,1971 Registration certificate issued by
Registrar of Firms, Ahmedabad City, Ahmedabad having Registered No. GUJ/AHD/32515 under
the provisions of the Indian Partnership Act, 1932. Subsequently, the partnership firm was
converted to Private limited Company “RAJESH POWER SERVICES PRIVATE LIMITED” on
10th February, 2010 under the provisions of companies act, 1956 with the registrar of companies,
Ahmedabad bearing registration no. 059536, then the company was converted from RAJESH
POWER SERVICES PRIVATE LIMITED to RAJESH POWER SERVICES LIMITED and fresh
certificate of incorporation was issued on June 26, 2024 by the registrar of companies,
Ahmedabad. The Corporate Identification Number of the Company is U31300GJ2010PLC059536.

The Company was originally promoted by Mr. Rajendra Baldevbhai Patel, Mr. Kurang
Ramchandra Panchal, Mr. Praful Baldevbhai Patel, Mrs. Kokilaben Baldevbhai Patel, Mr.
Kantibhai Somabhai Patel, Mr. Ramanbhai Lalbhai Patel, Mr. Rohitkumar Ratial Patel, Mrs. Veena
Rohitkumar Patel, Mrs. Vasantiben Amrutlal Patel, Mr. Vishal Hemantibhai Patel, Mr.
JitendraKumar Ratilal Patel, Mrs. Jollyben Jitendrakumar Patel, Mrs. Jyotsna Ramesh Patel, Mr.
Krunal Daxeshbhai Panchal, Mr. Daxeshbhai Ramchandrabhai Panchal, Mr. Nehal Ramchandrabhai
Panchal and Mrs. Savitaben Ramchandrabhai Panchal who were the initial subscribers to the
Company’s Memorandum and Articles of Association. Mr. Rajendra Baldevbhai Patel, Mr.
Kurang Ramchandra Panchal, Mr. Utsav Nehal Panchal and Mr. Kaxil Prafulbhai Patel are the
present promoters of the Company.

As on date of this Red Herring Prospectus, the Company has seventeen (17) shareholders.

MAIN OBJECTS AS PER MEMORANDUM OF ASSOCIATION

The Company’s main objects as per the Memorandum of Association are as follows:

To engage in the business of generation of electricity and generate, transmit, distribute, purchase,
procure, sell, trade, import, export or accumulate or otherwise deal in all forms of electrical power
in all aspects including Thermal Power, Solar Energy, Gas based power, wind power town,
promote, set up, establish, develop, maintain, run, operate, manage and acquire generating
company, generating station or stations of every kind and description, and to own, promote, set
up, establish, develop, maintain, run, operate and manage transmission and distribution
networks or systems, take on hire/lease power plants, co-generation, power plants, Energy
conservation projects, power houses, transmission and distribution systems for generation,
distribution, transmission and supply of electrical energy and buy, sell, supply, exchange, market,
function as a licensee and deal in electrical power, energy with State Electricity Boards, State
Government, Appropriate Authorities, licensee, specific industrial units and other consumers for
industrial, commercial, agricultural, household and any other purpose in India and elsewhere in
any area to be specified by the State Government, Central Government, Local Authority, State
Electricity Boards and any other component authority in accordance with the provisions of Indian
Electricity Act, 1910 and/or Electricity (Supply) Act, 1948 or any statutory modifications or re-
enactment thereof and rules made there under and to acquire, in any manner, these networks or
systems and to act as agent or representative of any person engaged in the planning, development,
generation, transmission, distribution, supply, trading or financing of power and to investigate,
research, design and prepare feasibility, appraisal or project reports and to build and execute
projects for generation, transmission, distribution, supply, purchase, sale, trading, import, export,
storage and accumulation of all forms of electrical power.

KEY AWARDS, CERTIFICATIONS, ACCREDITATIONS AND RECOGNITIONS

For Key Awards, Certifications, Accreditations please refer to the section “Our Business”
beginning on Page no 163 of this Red Herring Prospectus.

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AMENDMENTS TO THE MEMORANDUM OF ASSOCIATION

Dates on which some of the main clauses of the Memorandum of Association of the Company
have been changed citing the details of amendment as under:

AUTHORIZED CAPITAL

The following changes have been made in the Authorized Capital of the Company since
incorporation:

DATE OF
NATURE OF AMENDMENT
AGM/ EGM
On The Company was incorporated with authorised Capital of Rs. 1,00,00,000
Incorporation divided into 10,00,000 Equity Shares of Rs. 10 Each.
The Company increased its authorised Capital from Rs. 1,00,00,000 divided
EGM held on
into 10,00,000 Equity Shares of Rs. 10 Each to Rs. 5,00,00,000 divided into
12.11.2010
50,00,000 Equity Shares of Rs. 10 Each in the EGM held on 12/11/2010.
The Company increased its authorised Capital from Rs. 5,00,00,000 divided
EGM held on
into 50,00,000 Equity Shares of Rs. 10 Each to Rs. 6,00,00,000 divided into
21.08.2013
60,00,000 Equity Shares of Rs. 10 Each in the EGM held on 21/08/2013.
The Company increased its authorised Capital from Rs. 6,00,00,000 divided
EGM held on
into 60,00,000 Equity Shares of Rs. 10 Each to Rs. 8,00,00,000 divided into
05/06/2014
80,00,000 Equity Shares of Rs. 10 Each in the EGM held on 05/06/2014.
The Company increased its authorised Capital from Rs. 8,00,00,000 divided
EGM held on
into 80,00,000 Equity Shares of Rs. 10 Each to Rs. 25,00,00,000 divided into
27/03/2018
2,50,00,000 Equity Shares of Rs. 10 Each in the EGM held on 27/03/2018

DATE OF
NATURE OF AMMENDMENT
AGM/ EGM
EGM held on
Adoption of new set of Articles and Memorandum of the Company.
13.05.2024
Conversion of Company into Public Limited Company and change in name of
EGM held on company from Rajesh power services Private Limited to Rajesh power services
13.05.2024 Limited vide fresh Certificate of Incorporation issued by Registrar of
Companies, Ahmedabad dated June 26, 2024.

SUBSIDIARIES

As on the date of this Red Herring Prospectus, our company does not have any subsidiary.

HOLDINGS AND JOINT VENTURES OF THE COMPANY

As on the date of the Red Herring Prospectus, our Company has one Joint Ventures, as discussed
below:

1. HKRP Innovations Limited

Corporate Information

HKRP Innovations Limited (http://hkrpinnovations.com/) was incorporated as HKRP

Innovations LLP, a Limited Liability Partnership (LLP) Firm on April 05, 2018, with the
Registrar of Companies, Ahmedabad and its LLPIN was AAM-3689. Then M/s. HKRP
Innovations LLP was converted into HKRP Innovations Limited as on 20 th July 2024 Its
registered office is situated at 380/3, T.F. Siddhi House, B/H. Kamaldeep Appartment,
Ellisbridge, Ahmedabad, Gujarat, India, 380006. Its corporate identification number (CIN)
number is U35100GJ2024PLC153604.

192
 Capital Structure

The authorized share capital of is ₹ 2500.00 Lakhs divided into 2,50,00,000 equity shares of ₹
10/- each.

Shareholding

The following table sets forth the details of the shareholding of HKRP Innovations Limited:

Sr. Name of the Shareholderder Number of Equity Percentage of total

No. Shares of Face holding
Value of ₹ 10 Each (%)
1 Rajesh Power Services Limited 45,50,000 25.48%
2 Harikrupa Automation Pvt. Ltd. 45,50,000 25.48%
3 Kurang Ramchandra Panchal 12,25,000 6.86%
4 Vinesh Bhogilal Soni 12,25,000 6.86%
5 Vishal Hemantkumar Patel 7,00,000 3.92%
6 Pallav Jayeshkumar Gandhi 14,00,000 7.84%
7 Rajendra Baldevbhai Patel 5,25,000 2.94%
8 Kailash Jayesh Gandhi 12,25,000 6.86%
9 Kaxil Prafulbhai Patel 7,00,000 3.92%
10 Pavan Mandaviya 7,00,000 3.92%
11 Nehal Ramchandra Panchal 3,50,000 1.96%
12 Daxesh Ramchandra Panchal 3,50,000 1.96%
13 Sandip Anilkumar Sheth 40,000 0.22%
14 Prashantbhai Rajendrabhai Prajapati 50,000 0.28%
15 RNR Wealth Management Private 1,00,000 0.56%
Limited
16 Ajeet Modi 60,000 0.34%
17 Manish Kumar 1,00,000 0.56%
18 Pranav Dhirendrakumar Doshi 5,000 0.03%
19 Vivin Seccom LLP 5,000 0.03%
Total 1,78,60,000 100.00%

Nature of Business

HKRP Innovations Limited is in the business of providing customized IT based solution to energy
sector, HKRP provides Internet of Things (IoT) and Cloud based solutions to power girds and
Renewable energy sector. HKRP provides innovative solutions like “Smart Feeder Management
System” (SFMS), “Virtual Feeder Segregation” (VFS), “RTMS for Oil Well”, “Solar Energy Data
Management” (SEDM).

Joint Venture Agreement:

Our Company has not entered into any Joint Venture Agreement with Ms. Harikrupa Automation
Pvt. Ltd. However, by virtue of Company Law and other applicable laws and regulations, our
company and M/s. Harikrupa Automation Pvt. Ltd. is having joint control over HKRP
Innovations Limited.

Shareholders Agreements:

There are no subsisting shareholder’s agreements among our shareholders in relation to our
Company, to which our Company is a party or otherwise has notice of the same as on the date of
the Red Herring Prospectus.

193
Total Number of Shareholders of Our Company

As on the date of filing of the Red Herring Prospectus, the total numbers of equity shareholders
are 19 (Nineteen).

Other Material Agreements:

Our Company has not entered into any subsisting material agreements including with strategic
partners, joint venture partners and/or financial partners.

REVALUATION OF ASSETS IN THE LAST TEN YEARS

There has been no revaluation of assets of our company in last 10 years from the date of this Red
Herring Prospectus.

SHAREHOLDERS’ AGREEMENT

There are no Shareholders’ Agreements existing as on the date of this Red Herring Prospectus.

MATERIAL ACQUISITIONS / AMALGAMATIONS / MERGERS/ REVALUATION OF

ASSETS/DIVESTMENT OF BUSINESS/UNDERTAKING IN LAST TEN YEARS

There has been no Material Acquisitions/Amalgamations/Mergers/Revaluation of

Assets/Divestment of Business/Undertaking in last ten years.

FINANCIAL PARTNERS

As on the date of this Red Herring Prospectus, apart from the various arrangements with bankers
which our Company undertakes in the ordinary course of business, our Company does not have
any other financial partners.

RAISING OF CAPITAL IN FORM OF EQUITY OR DEBT

For details regarding our capital raising activities through equity or debt, please see the section
entitled “Capital Structure” and “Restated Financial Information” on page nos. 74 and 226
respectively of this Red Herring Prospectus.

DEFAULTS OR RESCHEDULING OF BORROWINGS WITH FINANCIAL INSTITUTIONS /

BANKS

There have been no defaults or rescheduling of borrowings with any financial institutions / banks
as on the date of this Red Herring Prospectus.

STRATEGIC PARTNERS

We do not have any strategic partners as on the date of this Red Herring Prospectus.
OTHER AGREEMENTS

Except the contracts / agreements entered in the ordinary course of the business carried on or
intended to be carried on by our Company, we have not entered into any other agreement /
contract as on the date of this Red Herring Prospectus.

INJUNCTIONS OR RESTRAINING ORDERS

There are no injunctions / restraining orders that have been passed against the company.

194
 OUR MANAGEMENT

Board of Directors:

Our Company has seven (7) Directors consisting of four (4) Executive Directors, three (3) Non-
Executive Independent Directors. The following table sets forth the details of our Board of
Directors as on the date of this Red Herring Prospectus:

Name, Current Designation,

Nationality Age Other Directorships
Address, Occupation, Term and DIN
Mr. Kurang Ramchandra Panchal Indian 62 1. POLYCOAT ELECTRA
Date of Birth: 25/08/1962 SERVICES (INDIA)
Qualification: Bachelor of commerce PRIVATE LIMITED
Address: 1, Ashni Society, Jodhpur 2. SHASHWAT
Char Rasta, Satellite, Manekbag, CLEANTECH PRIVATE
Ahmedabad, Gujarat – 380015 LIMITED
Date of Appointment as Managing 3. SHASHWAT
Director: 10/02/2010 ELECTRICALS
Designation: Managing Director PRIVATE LIMITED
Term: Appointed as Managing 4. SHASHWAT ENVIRO
Director for a period of five years and TECH LLP
subject to retire by rotation. 5. SHASHWAT BIO-
Occupation: Business POLYPLAST LLP
DIN: 00773528 6. PARITY TECHNO
SOLUTIONS INDIA
LLP
7. HKRP INNOVATIONS
LIMITED
Mr. Rajendra Baldevbhai Patel Indian 57 1. Polycoat Electra Services
(India) Private Limited
Date of Birth: 09-12-1966 2. Shashwat Cleantech
Private Limited
Qualification: Bachelor of commerce 3. Shashwat Electricals
Private Limited
Address: 67 Shivranjani Society, Near 4. Marc Electro Infra
Shivranjani Cross Road, Satellite, Private Limited
Ahmedabad, Gujarat - 380015 5. Shashwat Enviro Tech
LLP
Date of Appointment as Director: 6. Shashwat Bio-Polyplast
10/02/2010 LLP
7. Shashwat Composite
Designation: Whole Time Director LLP

Change in designation: Appointed

as Whole Time Director w.e.f
10/07/2024
Term: Appointed as Whole Time
Director for a period of Five years and
subject to retire by rotation.
Occupation: Business
DIN: 00137280
Mr. Kaxil Prafulbhai Patel Indian 30 1. HKRP Innovations
Limited
Date of Birth: 21-03-1994 2. Shashwat Enviro Tech
LLP
Qualification: Bachelor and Master 3. Shashwat Composite
degree in Electrical Engineering LLP

195
Name, Current Designation,
Nationality Age Other Directorships
Address, Occupation, Term and DIN
Address: 67 Shivranjani Society, Near
Shivranjani Cross Road, Satellite,
Ahmedabad, Gujarat – 380015

Date of Appointment: appointed as

director on 15/02/2019.

Change in designation:
Term: Appointed as Director for a
period of Five years and subject to
retire by rotation.

Occupation: Business

DIN: 07634816
Mr. Utsav Nehal Panchal Indian 27 1. Shashwat Electricals
Private Limited
Date of Birth: 10-04-1997 2. Shashwat Composite LLP
3. HKRP Innovations Limited
Qualification: Master of Business
Administration

Address: L 33, Swantantra Senani

Nagar, Akhbarnagar Circle, Nava
Vadaj, Naranpura Vistar,
Ahmedabad Gujarat – 380013

Date of Appointment: appointed as

director on 06/04/2021.

Change in designation: Appointed

as CEO w.e.f 10/07/2024.

Term: Appointed as Director and

CEO for a period of Five years and
subject to retire by rotation.

Occupation: Business

DIN: 08486317
Ms. Pankti Parth Shah Indian 31 1. Burgeon Holdings
Private Limited
Date of Birth: 19/11/1992

Qualification: Chartered
Accountant, Master of
Administration in finance

Address: Parthvilla, 4 Neelkanth

Bunglows, Sukhipura, Paldi,
Ahmedabad-380007

Date of Appointment: Appointed as

independent director on 13/07/2024.

Designation: Independent Director

196
Name, Current Designation,
Nationality Age Other Directorships
Address, Occupation, Term and DIN
Term: Appointed as Independent,
Non-executive Director of the
Company not liable to retire by
rotation for a period of five (5)
consecutive years.

Occupation: Service

DIN: 10089087
Mr. Sujit Prem Kumar Gulati Indian 64 1. Gokul Agro Resources
Limited
Date of Birth: 22/11/1959 2. Armee Infotech Limited
3. Gujarat Arogya Seva
Qualification: Bachelor of Private Limited
Technology in Mechanical 4. Vasuta Accelinvest And
Engineering Management Advisors
Private Limited
Address: A 301, Suryaketu Tower, Nr 5. Sml Digital Media
Sambhav Press, Bodakdev, Private Limited
Ahmedabad 380054. 6. Advait Energy
Transitions Limited
Date of Appointment: Appointed as 7. Sudeep Pharma Limited
independent director on 13/07/2024.

Designation: Independent Director

Term: Appointed as Independent,

Non-executive Director of the
Company not liable to retire by
rotation for a period of five (5)
consecutive years
Occupation: Service
DIN: 00177274
Mr. Viral Deepakbhai Ranpura Indian 35 1. Winspire Project
Consultants Private
Date of Birth: 17/01/1989 Limited
2. Omkar Overseas
Qualification: Company Secretary Limited
3. Highland Finances &
Address: A-31, Saiyam Housing Investments Private
Co.op Housing Soc Limited, Near Limited
Panchdev Mandir, Opposite Axis 4. Enigma Merchants LLP
Bank, NehruNagar, Manekbag, 5. Onix Solar Energy
Ahmedabad, Gujarat-380015 Limited
6. Suvarna Shilpi Jewellers
Date of Appointment: Appointed as
Limited
independent director on 13/07/2024.

Designation: Independent Director

Term: Appointed as Independent,
Non-executive Director of the
Company not liable to retire by
rotation for a period of five (5)
consecutive years
Occupation: Service
DIN: 07177208

197
For further details on their qualification, experience etc., please see their respective biographies
under the heading “Brief Biographies” below:

Notes:

• There are no arrangements or understanding with major shareholders, customers, suppliers

or others, pursuant to which any of the Directors or Key Management Personnel were selected
as a director or member of the senior management.
• There are no service contracts entered into by the Directors with our Company which
provides for benefit upon termination of employment.
• None of our Directors have been or are presently directors on the boards of listed companies
whose shares have been / were suspended from being traded on the Stock Exchanges during
the last five years preceding the date of filing of this Red Herring Prospectus.
• None of our Directors have been or are presently directors on the boards of listed companies
whose shares have been delisted from the Stock Exchange(s).
• No proceedings/investigations have been initiated by SEBI against any company, the board
of directors of which also comprise any of the Directors of our Company. No consideration in
cash or shares or otherwise has been paid or agreed to be paid to any of our directors or to
the firms or companies in which they are interested as a member by any person either to
induce him to become, or to help him qualify as a Director, or otherwise for services rendered
by him or by the firm or company in which he is interested, in connection with the promotion
or formation of our Company.

BRIEF BIOGRAPHIES OF OUR DIRECTORS

Mr. Kurang Ramchandra Panchal

Mr. Kurang Panchal, aged 62 years is the Managing Director of the Company. He has been
associated with our Company since its incorporation. He holds a degree of Bachelor of Commerce
from B. K. Arts and Commerce College, Palanpur. He has wide experience of more than 40 years
in the transmission and distribution sector. He has been one of the guiding forces behind the
growth and business strategy of our Company. He is Responsible for Developing and Managing
the Entire Business.

Mr. Rajendra Baldevbhai Patel

Mr. Rajendra Patel, aged 57 years is a whole-time director of the company. He was appointed as
Whole-time director of the Company w.e.f. February 10, 2010 He holds a degree of Bachelor of
Commerce from L. J. Commerce College, Ahmedabad. He has more than 33 years of experience
in this sector. He is Responsible for Managing the Operations of companies involved in the field
of Power Transmission and Distribution.

Mr. Kaxil Prafulbhai Patel

Mr. Kaxil Patel, aged 30 years is a Director and CFO of the company. He holds a degree of B TECH
in Electrical from AIT, Ahmedabad. He has also done MTECH in Electrical from Indus University.
Further, he has also completed executive course in Financial Reporting and Corporate
Governance from IIM Ahmedabad and PGDM- Business Entrepreneurship, Family Business
Management from Entrepreneurship Development Institute of India. He is Responsible for
managing the finance of company. He has 7 Years of experience in this field.

Mr. Utsav Nehal Panchal

Mr. Utsav Panchal, aged 27 years is a Director and CEO of the company. He holds a degree of
Master of Business Administration in Marketing and Operations, Indian Institute of Management
Kashipur, India. He has completed certification of Six Sigma Green-Belt from Indian Statistical
Institute, Pune and also completed the course of Quality Management and Six Sigma. He has 7
Years of experience in this field. He also has a Project Management experience in EPC Power
Transmission Projects.

198
Ms. Pankti Parth Shah

Ms. Pankti Parth Shah, aged 31 years is a woman independent director of the company. She has
been appointed as an independent director of the company w.e.f July 13, 2024. She has
experience of 9 years. She holds a degree of Chartered Accountant from ICAI and Completed
her Master of Business Administration in Finance from K.S School of Business Management
affiliated with Gujarat University. She is the founder of PSSP & Associates, Chartered
Accountants and certified by ICAI as a GST Professional and has expertise in Indirect Tax. She
has also served as a member of the Indirect Tax Committee.

Mr. Sujit Prem Kumar Gulati

Mr. Sujit Prem Kumar Gulati, aged 64 years is an independent director of the company. he has
been appointed as an independent director of the company w.e.f July 13,2024. He is retired
government official with more than 10 years of experience at Joint Secretary Level and has
completed his Bachelors in Technology in the field of Mechanical Engineering from Indian
Institute of Technology, Delhi. He has worked with various government departments in the field
of Finance, administration, management. He has vast experience and specialization in the areas
of sales, marketing, research, Corporate Governance, Technical Operations.

Mr. Viral Deepakbhai Ranpura

Mr. Viral Deepakbhai Ranpura, aged 35 years is an independent director of the company. He has
been appointed as an independent director of the company w.e.f July 13,2024. He holds a degree
of company secretary. He has a good experience of more than eleven years in the Legal &
Secretarial activities. His presence on the board brings independence in the functioning and
working of the Company.

Confirmation

None of the above-mentioned Directors are on the RBI List of wilful defaulters as on date of filing
the Red Herring Prospectus.

Further, our Company, our Promoters, persons forming part of our Promoter Group, Directors
and persons in control of our Company, have not been/are not debarred from accessing the capital
market by SEBI.

Borrowing Powers of our Board of Directors

The Articles, subject to the provisions of Companies Act authorize the Board to raise, borrow or
secure the payment of any sum or sums of money for the purposes of our Company within the
prescribed limit under Act.

REMUNERATION OF EXECUTIVE DIRECTORS

Compensation to the Non-Executive Directors and Non-Executive Independent Directors

Remuneration paid to our Non-Executive Independent Directors in Fiscal 2022: Nil

REMUNERATION / SITTING FEES PAID TO DIRECTORS FOR THE FY 2023-24

Sr. Name Designation Remuneration Sitting Fees Total

No. Paid Paid (₹ in
(₹ in Lakhs) Lakhs)

1. Mr. Kurang Ramchandra Managing 281.39 281.39

Panchal Director
2. Mr. Rajendra Baldevbhai Whole Time 91.43 91.43
Patel Director
3. Ms. Pankti Parth Shah Non-Executive - - -
Independent
Director

199
 Sr. Name Designation Remuneration Sitting Fees Total
No. Paid Paid (₹ in
(₹ in Lakhs) Lakhs)

4. Mr. Sujit Prem Kumar Non-Executive - - -

Gulati Independent
Director
5. Mr. Kaxil Prafulbhai Patel Director and 62.09 62.09
CFO
6. Mr. Utsav Nehal Panchal CEO 37.94 37.94
7. Mr. Viral Deepakbhai Non-Executive - - -
Ranpura Independent
Director

Shareholding of Directors

The following table sets forth the shareholding of our directors as on the date of this Red Herring
Prospectus:

No. of Equity Shares % Of Pre-Issue Paid Up

Name of Directors
held Capital
Mr. Kurang Ramchandra Panchal 18,00,000 11.83
Mr. Rajendra Baldevbhai Patel 18,00,000 11.83
Ms. Pankti Parth Shah - -
Mr. Sujit Prem Kumar Gulati - -
Mr. Kaxil Prafulbhai Patel 15,00,000 9.86
Mr. Utsav Nehal Panchal 15,00,000 9.86
Mr. Viral Deepakbhai Ranpura - -

Interest of the Directors

Our directors may be deemed to be interested in the promotion of the Company to the extent of
the Equity Shares held by them and also to the extent of any dividend payable to them on their
holding of such shares and other distributions in respect of the aforesaid Equity Shares. For
further details, refer to Annexure IX – Related Party Transactions” under chapter titled “Financial
Information” and “Our Promoter and Promoter Group” beginning on page no and 226 and 210 of this
Red Herring Prospectus.

All of our Directors may be deemed to be interested to the extent of fees payable to them for
attending meetings of the Board or a committee thereof as well as to the extent of other
remuneration and reimbursement of expenses payable to them under our Articles of Association,
and to the extent of remuneration paid to them for services rendered as an officer or employee of
our Company.

Our directors may also be regarded as interested in the Equity Shares, if any, held by them or
allotted to the companies in which they are interested as Directors, Members, and Promoter,
pursuant to this issue. All of our Directors may also be deemed to be interested to the extent of
any dividend payable to them and other distributions in respect of the said Equity Shares.

Except as stated in this chapter titled “Our Management” and refer to para titled as Annexure IX –
Related Party Transactions” in chapter titled “Financial Information” beginning on page nos. 195 and
226 of this Red Herring Prospectus respectively, our directors do not have any other interest in
our business.

Except as disclosed in “Properties” under the section “Our Business” starting on page no.163 of this
Red Herring Prospectus, our Directors have no interest in any property acquired or proposed to
be acquired by our Company as on the date of this Red Herring Prospectus.

200
Changes in the Board of Directors in the last three years

Following are the changes in our Board of Directors in the last three years:

Sr. Date Of Reason For

No. Name Designation Joining/Change in Change
Designation
1. Mr. Rajendra Patel Whole-time Director Change in Designation To comply
from Managing with the
Director to Whole-time requirement
Director w.e.f. 10th of Corporate
July,2024 Governance
2. Ms. Pankti Shah Independent Appointment w.e.f. To comply
Director 13th July, 2024 with the
requirement
of Corporate
Governance
3. Mr. Sujit Gulati Independent Appointment w.e.f. To comply
Director 13th July, 2024 with the
requirement
of Corporate
Governance
4 Mr. Viral Independent Appointment w.e.f. To comply
Deepakbhai Director 13th July, 2024 with the
Ranpura requirement
of Corporate
Governance
5 Mr. Daxesh Director Resigned w.e.f. 10th Due to other
Ramchandra July,2024 occupancies
Panchal
6 Mr. Nehal Director Resigned w.e.f. 10th Due to other
Ramchandra July,2024 occupancies
Panchal
7 Mr. Praful Director Resigned w.e.f. 10th Due to other
Baldevbhai July,2024 occupancies
Patel
8 Mr. Vishal Director Resigned w.e.f. 10th Due to other
Hemantkumar July,2024 occupancies
Patel
9 Mrs. Beena Kurang Director Resigned w.e.f. 10th Due to other
Panchal July,2024 occupancies

201
Corporate Governance

The provisions of the SEBI (LODR) Regulations, 2015 with respect to corporate governance will
be applicable to us immediately upon the listing of our Equity Shares with the Stock Exchanges.
We are in compliance with the requirements of the applicable regulations, including the SEBI
(LODR) Regulations, 2015, the SEBI Regulations and the Companies Act, in respect of corporate
governance including constitution of the Board and committees thereof. The corporate
governance framework is based on an effective independent Board, separation of the Board’s
supervisory role from the executive management team and constitution of the Board Committees,
as required under law.

Our Board has been constituted in compliance with the Companies Act and the SEBI Listing
Regulations. The Board functions either as a full board, or through various committees constituted
to oversee specific operational areas.

Currently, our Board has Seven (7) Directors. In compliance with the requirements of the
Companies Act, 2013 we have Seven (7) Directors consisting of Four (4) Executive Directors and
Three (3) Non-Executive Independent Directors. We have One (1) woman Director on our Board.

202
Committees of our Board

We have constituted the following committees of our Board of Directors for compliance with
Corporate Governance requirements:

1. Audit Committee
2. Stakeholder’s Relationship Committee
3. Nomination and Remuneration Committee

1. Audit Committee

The Audit Committee of our Board was constituted by our Directors by a board resolution dated
July 26, 2024 pursuant to section 177 of the Companies Act, 2013. The Audit Committee comprises
of:

Name of the Member Nature of Directorship Designation in Committee

Mr. Sujit Gulati Non-Executive
Chairperson
Independent Director
Ms. Pankti Shah Non-Executive
Member
Independent Director
Mr. Kurang Panchal Managing Director Member
The scope of Audit Committee shall include but shall not be restricted to the following:

a) Oversight of the Issuer’s financial reporting process and the disclosure of its financial
information to ensure that the financial statement is correct, sufficient and credible.
b) Recommending to the Board, the appointment, re-appointment and, if required, the
replacement or removal of the statutory auditor and the fixation of audit fees.
c) Approval of payment to statutory auditors for any other services rendered by the statutory
auditors.
d) Reviewing, with the management, the annual financial statements before submission to the
board for approval, with particular reference to:
▪ Matters required to be included in the Director’s Responsibility Statement to be included
in the Board’s report in terms of clause (c) of sub-section 3 of Section 134 of the Companies
Act, 2013
▪ Changes, if any, in accounting policies and practices and reasons for the same
▪ Major accounting entries involving estimates based on the exercise of judgment by
management
▪ Significant adjustments made in the financial statements arising out of audit findings
▪ Compliance with listing and other legal requirements relating to financial statements
▪ Disclosure of any related party transactions
▪ Qualifications in the draft audit report.
e) Reviewing, with the management, the half yearly financial statements before submission to
the board for approval
f) Reviewing, with the management, the statement of uses / application of funds raised through
an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for
purposes other than those stated in the offer document/ Red Herring Prospectus/notice and
the report submitted by the monitoring agency monitoring the utilization of proceeds of a
public or rights issue, and making appropriate recommendations to the Board to take up steps
in this matter.
g) Review and monitor the auditor’s independence and performance, and effectiveness of audit
process;
h) Approval or any subsequent modification of transactions of the company with related parties;
i) Scrutiny of inter-corporate loans and investments;
j) Valuation of undertakings or assets of the company, wherever it is necessary;

203
k) Evaluation of internal financial controls and risk management systems;
l) Reviewing, with the management, performance of statutory and internal auditors, adequacy
of the internal control systems.
m) Reviewing the adequacy of internal audit function, if any, including the structure of the
internal audit department, staffing and seniority of the official heading the department,
reporting structure coverage and frequency of internal audit.
n) Discussion with internal auditors any significant findings and follow up there on.
o) Reviewing the findings of any internal investigations by the internal auditors into matters
where there is suspected fraud or irregularity or a failure of internal control systems of a
material nature and reporting the matter to the board.
p) Discussion with statutory auditors before the audit commences, about the nature and scope
of audit as well as post-audit discussion to ascertain any area of concern.
q) To look into the reasons for substantial defaults in the payment to the depositors, debenture
holders, shareholders (in case of non-payment of declared dividends) and creditors.
r) To review the functioning of the Whistle Blower mechanism.
s) Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person
heading the finance function or discharging that function) after assessing the qualifications,
experience & background, etc. of the candidate.
t) Carrying out any other function as is mentioned in the terms of reference of the Audit
Committee.

Explanation (i): The term "related party transactions" shall have the same meaning as contained
in the Accounting Standard 18, Related Party Transactions, issued by The Institute of Chartered
Accountants of India.

Explanation (ii): If the Issuer has set up an audit committee pursuant to provision of the
Companies Act, the said audit committee shall have such additional functions / features as is
contained in this clause.

The Audit Committee enjoys following powers:

a) To investigate any activity within its terms of reference

b) To seek information from any employee

c) To obtain outside legal or other professional advice

d) To secure attendance of outsiders with relevant expertise if it considers necessary

e) The audit committee may invite such of the executives, as it considers appropriate (and
particularly the head of the finance function) to be present at the meetings of the committee,
but on occasions it may also meet without the presence of any executives of the Issuer. The
finance director, head of internal audit and a representative of the statutory auditor may be
present as invitees for the meetings of the audit committee.
The Audit Committee shall mandatorily review the following information:

a) Management discussion and analysis of financial condition and results of operations;

b) Statement of significant related party transactions (as defined by the audit committee),
submitted by management;
c) Management letters / letters of internal control weaknesses issued by the statutory auditors;
d) Internal audit reports relating to internal control weaknesses; and
e) The appointment, removal and terms of remuneration of the Chief internal auditor shall be
subject to review by the Audit Committee.

204
The recommendations of the Audit Committee on any matter relating to financial management,
including the audit report, are binding on the Board. If the Board is not in agreement with the
recommendations of the Committee, reasons for disagreement shall have to be incorporated in
the minutes of the Board Meeting and the same has to be communicated to the shareholders. The
Chairman of the committee has to attend the Annual General Meetings of the Company to provide
clarifications on matters relating to the audit.

The Company Secretary of the Company acts as the Secretary to the Committee.

Meeting of Audit Committee

The audit committee shall meet at least four times in a year and not more than one hundred and
twenty days shall elapse between two meetings. The quorum shall be either two members or one
third of the members of the audit committee whichever is greater, but there shall be a minimum
of two independent members present.

2. Stakeholder’s Relationship Committee

The Shareholder and Investor Grievance Committee of our Board were constituted by our
Directors pursuant to section 178 (5) of the Companies Act, 2013 by a board resolution dated July
26, 2024. The Shareholder and Investor Grievance Committee comprises of:

Designation in
Name of the Member Nature of Directorship
Committee
Ms. Pankti Shah Non-Executive Independent
Chairperson
Director
Mr. Sujit Gulati Non-Executive Independent
Member
Director
Mr. Rajendra Patel Whole time Director Member

This committee will address all grievances of Shareholders/Investors and its terms of reference
include the following:

a) Allotment and listing of our shares in future

b) Redressing of shareholders and investor complaints such as non-receipt of declared dividend,
annual report, transfer of Equity Shares and issue of duplicate/split/consolidated share
certificates;
c) Monitoring transfers, transmissions, dematerialization, re-materialization, splitting and
consolidation of Equity Shares and other securities issued by our Company, including review
of cases for refusal of transfer/ transmission of shares and debentures;
d) Reference to statutory and regulatory authorities regarding investor grievances;
e) To otherwise ensure proper and timely attendance and redressal of investor queries and
grievances;
f) And to do all such acts, things or deeds as may be necessary or incidental to the exercise of
the above powers.

The Company Secretary of our Company acts as the Secretary to the Committee.

Quorum and Meetings

The quorum necessary for a meeting of the Stakeholders Relationship Committee shall be two
members or one third of the members, whichever is greater.

3 .Nomination and Remuneration Committee

The Nomination and Remuneration Committee of our Board was constituted by our Directors
pursuant to section 178 of the Companies Act, 2013 by a board resolution dated July 26, 2024.

205
The Nomination and Remuneration Committee currently comprises of:

Name of the Member Nature of Directorship Designation in Committee

Mr. Viral Deepakbhai Non-Executive Independent Chairperson
Ranpura Director
Ms. Pankti Parth Shah Non-Executive Independent Member
Director
Mr. Sujit Gulati Non-Executive Independent Member
Director

The scope of Nomination and Remuneration Committee shall include but shall not be restricted
to the following:

a) Formulation of the criteria for determining qualifications, positive attributes and

independence of a director and recommend to the Board a policy, relating to the remuneration
of the directors, key managerial personnel and other employees;

b) Formulation of criteria for evaluation of Independent Directors and the Board;

c) Devising a policy on Board diversity

d) Identifying persons who are qualified to become directors and who may be appointed in
senior management in accordance with the criteria laid down, and recommend to the Board
their appointment and removal. The company shall disclose the remuneration policy and the
evaluation criteria in its Annual Report.

206
1. ORGANIZATION CHART

RAJESH POWER SERVICES LIMITED

Board of directors

Mr. Kaxil Prafulbhai

Mr. Kurang Ramchandra Mr. Rajendra Baldevbhai Mr. Utsav Nehal Ms. Jyoti Dakshesh
Patel -Director and
Panchal - MD Patel -WTD Panchal - CEO CFO Mochi - CS & CO

Anish Divatia Mitesh Head Business Project Operations Finance Team &
Manish Shah & Rajiv
Thakkar & Nimesh Development Head Accounts
Makwana
Soni department
Project Head
(Functional Head)

Support Staff
Project Execution
Team & and Site (operations)
managers
Logistics &
Purchase incharge
& other Support
Staff

Terms & Abbreviations

CFO : Chief Financial Officer

CS & CO : Company Secretary and Compliance Officer
MD : Managing Director
WTD : Whole Time Director
CEO : Chief Executive Officer

Key Managerial Personnel

The details of our key managerial personnel are as below –
Name of Designation Date of Compensation Qualification Name of Experience
Employee & Appointment for Last Fiscal Previous
Functional (₹in lakhs) Employer(s)*
Area
Mr. Kurang Managing 10-02-2010 281.39 Bachelor of - 40 years
Ramchandra Director Commerce
Panchal
Mr. Whole-time 10-07-2024 91.43 Bachelor of - 33 years
Rajendra Director Commerce
Baldevbhai
Patel
*Ms. Jyoti Company 10-06-2024 5.92 (From Company Agatsa 9 Years
Dakshesh Secretary & Previous Secretary Software
Mochi Compliance employer – Private
Officer Agatsa Limited
Software
Private
Limited)

207
 Mr. Kaxil Chief 10-07-2024 62.09 Bachelor and - 7 years
Prafulbhai Financial Masters of
Patel Officer Electrical
Engineering

Mr. Utsav Chief 10-07-2024 37.94 Master of - 7 years

Nehal Executive Business
Panchal Officer Administration
*Other Notes –Mr. Rajendra Baldevbhai Patel, Mr. Kurang Ramchandra Panchal, Mr. Kaxil
Prafulbhai Patel and Mr. Utsav Nehal Panchal were not previously employed anywhere else.

1. All the key managerial personnel mentioned above are permanent employees of our
Company

2. There is no understanding with major shareholders, customers, suppliers or any others

pursuant to which any of the above-mentioned personnel have been recruited.

3. As on the date of filing of this Red Herring Prospectus, our Company does not have a bonus
or a profit-sharing plan with the key management personnel.

4. No non-salary-related payments or benefits have been made to our key management

personnel.

5. There is no contingent or deferred compensation payable to any of our key management

personnel.
Relationship amongst the Key Managerial Personnel

Following are the details related to Relationship amongst the Key Managerial Personnel

Sr. Name of KMP Name of other KMP

No.
1 Mr. Kaxil Prafulbhai Patel Mr. Rajendra Baldevbhai Patel
2 Ms. Jyoti Dakshesh Mochi -
3 Mr. Kurang Ramchandra Panchal Mr. Utsav Nehal Panchal
4 Mr. Rajendra Baldevbhai Patel Mr. Kaxil Prafulbhai Patel
5 Mr. Utsav Nehal Panchal Mr. Kurang Ramchandra Panchal

Arrangement / Understanding with Major Shareholders / Customers / Suppliers

None of the KMPs have been selected pursuant to any arrangement / understanding with major
shareholders / customers / suppliers.

Shareholding of Key Managerial Personnel

Sr. No. Particulars No. of Shares % Of Shares to Pre-

Issue Share Capital
1. Mr. Kaxil Prafulbhai Patel 1500000 9.86
2. Ms. Jyoti Dakshesh Mochi Nil Nil
3. Mr. Kurang Ramchandra Panchal 1800000 11.83
4. Mr. Rajendra Baldevbhai Patel 1800000 11.83
5. Mr. Utsav Nehal Panchal 1500000 9.86

Contingent and deferred compensation payable to our Director and Key Managerial Personnel
There is no contingent or deferred compensation payable to our Directors and Key Managerial
Personnel, which does not form a part of their remuneration.
Interest of Key Managerial Personnel
208
The Key Managerial Personnel of our Company do not have any interest in our Company, other
than to the extent of remuneration of benefits to which they are entitled as per their terms of
appointment and reimbursement of expenses incurred by them during the ordinary course of
business. Further, if any Equity Shares are allotted to our Key Managerial Personnel prior to/ in
terms of this Issue, they will be deemed to be interested to the extent of their shareholding and /
or dividends paid or payable on the same.

Bonus or Profit-Sharing Plan for the Key Managerial Personnel during the last three years
Our Company does not have fixed bonus/profit sharing plan for any of the employees, key
managerial personnel.

Employee Share Purchase and Employee Stock Option Scheme

Presently, we do not have ESOP/ESPS scheme for employees.

Payment or Benefit to our Key Managerial Personnel

Except for the payment of salaries and yearly bonus, we do not provide any other benefits to our
employees

Changes in the Key Managerial Personnel in the three years preceding the date of filing this
Red Herring Prospectus:
Name Designation Date Of Joining/Change In
Designation
Mr. Rajendra Whole-time Director Change in Designation from
Baldevbhai Patel Managing Director to Whole-
time Director w.e.f. 10th
July,2024
Mr. Kaxil Prafulbhai Director and CFO Appointment as CFO w.e.f.
Patel 10th July,2024
Ms. Jyoti Dakshesh Company Secretary Appointment w.e.f. 10th
Mochi June,2024
Ms. Rima Dalal Company Secretary Cessation w.e.f. 10th
June,2024
Mr. Utsav Nehal Director and CEO Appointment as CEO w.e.f.
Panchal 10th July, 2024.

209
 OUR PROMOTERS, PROMOTER GROUP

1. THE PROMOTERS OF OUR COMPANY ARE:

1. Mr. Rajendra Baldevbhai Patel

2. Mr. Kurang Ramchandra Panchal

3. Mr. Kaxil Prafulbhai Patel

4. Mr. Utsav Nehal Panchal

As on the date of this Red Herring Prospectus, our Promoters is having Pre-IPO holding of
6600000 Equity Shares in aggregate, representing 43.37 % of the issued, subscribed and paid-up
Equity Share capital of our Company and Post IPO holding of 63,28,000 shares constituting of
35.14%.

The details of individual Promoters of our company are provided below:

Mr. Rajendra Baldevbhai Patel

Brief Profile: Mr. Rajendra Patel plays a critical role
in managing the operations of the company. As a
member of the Board, he works to drive several
turnkey EPC projects. He has helped company to
develop expertise in implementing EPC projects
with public and private power sector companies.
Date of Birth: 09-12-1966
Address: 67 Shivranjani Society, Near Shivranjani
Cross Road, Satellite, Ahmedabad Gujarat - 380015
PAN: AAVPP9614Q
Passport No.: T9836686
Driver’s License: GJ01 19850009365
Voter’s ID No.: GJ/11/064/104409
Aadhaar Card No.: xxxx xxxx xxxx
Bank A/c No.: 422302010003076
Name of Bank & Branch: Union Bank of India,
Prahladnagar Branch
Other Directorship:
1. Polycoat Electra Services (India) Private Limited
2. Shashwat Cleantech Private Limited
3. Shashwat Electricals Private Limited
4. Marc Electro Infra Private Limited
5. Shashwat Composite LLP
6. Shashwat Bio-Polyplast LLP
7. Shashwat Enviro Tech LLP

210
 Mr. Kurang Ramchandra Panchal
Brief Profile: Mr. Kurang Panchal, with an extensive
experience spread over more than 40 years in the
transmission and distribution sector, is a member of the
Board of Directors of Rajesh Power. He has played an
important role in building the electrical goods business in
the state of Gujarat for companies like 3M, ABB, Sintex
Industries, Universal etc.
Date of Birth: 25-08/1962
Address: 1, Ashni Society, Jodhpur Char Rasta, Satellite,
Ahmedabad, Manekbag, Gujarat - 380015
PAN: ABIPP9080C
Passport No.: Z6707790
Driver’s License: GJ01 20090057196
Voter’s ID No.: LPZ9007097
Aadhaar Card No.: xxxx xxxx xxxx
Bank A/c No.: 50100109316716
Name of Bank & Branch: HDFC BANK LTD, Paldi
Branch
Other Directorship:
1. Polycoat Electra Services (India) Private Limited
2. Shashwat Cleantech Private Limited
3. Shashwat Electricals Private Limited
4. HKRP Innovations Limited
5. Parity Techno Solutions India LLP
6. Shashwat Bio-Polyplast LLP
7. Shashwat Enviro Tech LLP

Mr. Kaxil Prafulbhai Patel

Brief Profile: Mr. Kaxil Patel is a member of the Board of
Directors of Rajesh Power. He has completed BE, M.Tech
in Electrical Engineering. Further, he has also completed
executive course in Financial Reporting and Corporate
Governance from IIM Ahmedabad and PGDM- Business
Entrepreneurship, Family Business Management from
Entrepreneurship Development Institute of India.
Date of Birth: 21-03-1994
Address: 67 Shivranjani Society, Near Shivranjani Cross
Road, Satellite, Ahmedabad Gujarat - 380015
PAN: BWYPP1709C
Passport No.: Z6272662
Driver’s License: GJ01 20100861662
Voter’s ID No.: ZCU2988038
Aadhaar Card No.: xxxx xxxx xxxx
Bank A/c No.: 422302010156716
Name of Bank & Branch: UNION BANK OF INDIA,
Prahladnagar Branch
Other Directorship:
1. Shashwat Composite LLP
2. HKRP Innovations Limited
3. Shashwat Enviro Tech LLP

211
 Mr. Utsav Nehal Panchal
Brief Profile: Mr. Utsav Panchal is a member of the
Board of Directors, has completed MBA from IIM
Kashipur. He has the
certification of Six Sigma Green-Belt from Indian
Statistical
Institute, Pune in the course of Quality Management
and Six
Sigma. He also has a Project Management experience in
EPC
Power Transmission Projects.
Date of Birth: 10-04-1997
Address: L 33, Swantantra Senani Nagar, Akhbarnagar
Circle, Nava Vadaj, Ahmedabad City, Ahmedabad,
Naranpura Vistar, Gujarat - 380013
PAN: DALPP7799K
Passport No.: X3645963
Driver’s License: GJ01 20130057367
Voter’s ID No.: - Not applied for
Aadhaar Card No.: xxxx xxxx xxxx
Bank A/c No.: 50100239537473
Name of Bank & Branch: HDFC BANK LTD, Paldi
Branch
Other Directorship:
1. Shashwat Electricals Private Limited
2. Shashwat Composite LLP
3. HKRP Innovations Limited

DECLARATION

We declare and confirm that the details of the Permanent Account Numbers, Bank Account
Numbers, Aadhar Card Numbers and Driving License Numbers, Voter’s ID No. of our Promoters
are being submitted to the BSE (Stock Exchange) on which the specified securities are proposed
to be listed along with filing of this Red Herring Prospectus with the Stock Exchange.

i. Details of Body Corporate Promoters of our company:

We don’t have any Body Corporate Promoters

Other Information related to Our Company

For additional details on the age, background, personal address, educational qualifications, experience,
positions / posts, other ventures and Directorships held in the past for our Individual Promoter, please see
the chapter titled “Our Management” beginning on page no. 195 of this Red Herring Prospectus.

For details of the build-up of our Promoter’ shareholding in our Company, please see “Capital Structure –
Shareholding of our Promoter” beginning on page no 74 of this Red Herring Prospectus.

212
Other Undertakings and Confirmations
We confirm that the Permanent Account Number, Bank Account number and Passport number
of our Promoter will be submitted to the Stock Exchange at the time of filing of the Red Herring
Prospectus with the Stock Exchange.
Our Promoter and the members of our Promoter Group have confirmed that they have not been
identified as wilful defaulters by the RBI or any other governmental authority.
No violations of securities laws have been committed by our Promoter or members of our
Promoter Group or any Group Companies in the past or are currently pending against them.
None of (i) our Promoter and members of our Promoter Group or persons in control of or on the
boards of bodies corporate forming part of our Group Companies (ii) the Companies with which
any of our Promoter are or were associated as a promoter, director or person in control, are
debarred or prohibited from accessing the capital markets or restrained from buying, selling, or
dealing in securities under any order or directions passed for any reasons by the SEBI or any other
authority or refused listing of any of the securities issued by any such entity by any stock exchange
in India or abroad.

Change in control of our Company

There has been no change in the promoter and control of our Company in the five years
immediately preceding the date of this Red Herring Prospectus.

Interests of Promoter
None of our Promoter / Directors have any interest in our Company except to the extent of
compensation payable / paid and reimbursement of expenses (if applicable) and to the extent of
any equity shares held by them or their relatives and associates or held by the companies, firms
and trusts in which they are interested as director, member, partner, and / or trustee, and to the
extent of benefits arising out of such shareholding. For further details on the interest of our
promoter in our Company, please see the chapters titled “Capital Structure”, “Restated Financial
Information” and “Our Management” beginning on page nos. 74, 226, and 195 of this Red Herring
Prospectus.
Except as stated otherwise in this Red Herring Prospectus, we have not entered into any contract,
agreements or arrangements in which our Promoter is directly or indirectly interested and no
payments have been made to them in respect of the contracts, agreements or arrangements which
are proposed to be made with them including the properties purchased by our Company other
than in the normal course of business.
For Further details on the related party transaction, to the extent of which our Company is
involved, please see “Annexure IX – Restated Statement of Related Party Transaction” under the
chapter “Restated Financial Information” beginning on page no. 226 of this Red Herring
Prospectus.

Common Pursuits of our Promoters

Our Group Company has been authorized by its Memorandum of Association to undertake
activities which are similar to ours and are currently engaged in businesses similar to ours.

Our Company has not adopted any measures for mitigating such conflict situations.

Companies with which the Promoter has disassociated in the last three years.

Our Promoters have not disassociated themselves from any companies, firms or entities during
the last three years preceding the date of this Red Herring Prospectus.

Payment of Amounts or Benefits to the Promoter or Promoter Group during the last two years

Except as stated in “Annexure IX – Restated Statement of Related Party Transactions” under the
chapter “Financial Statements” beginning on page no.226 of this Red Herring Prospectus, there
has been no other payment of benefits to our Promoter during the two years preceding the date
of this Red Herring Prospectus.

213
Experience of our Promoter in the business of our Company

For details in relation to experience of our Promoter in the business of our Company, see Chapter
“Our Management beginning on page no. 195 of this Red Herring Prospectus.

Interest of Promoter in the Promotion of our Company

Our Company is currently promoted by the promoters in order to carry on its present business.
Our Promoters are interested in our Company to the extent of their shareholding and directorship
in our Company and the dividend declared, if any, by our Company.

Interest of Promoter in the Property of our Company

Except as mentioned hereunder, Our Promoters have confirmed that they do not have any interest
in any property acquired/rented by our Company within three years preceding the date of this
Red Herring Prospectus or proposed to be acquired by our Company as on the date of this Red
Herring Prospectus For details, please the chapter “Our Business” on page no. 163 of this Red
Herring Prospectus.

Sr. Name Address of Property Interest and nature

No. of Interest
1 301, Vice Regal, 15 Punit Rented to one of our
Owned Property at Baroda Nagar, Old Padra Road, group company Marc
Baroda Electro Infra Pvt. Ltd.

Interest of Promoter in our Company other than as Promoter

Other than as Promoter, our Promoter is interested in our Company to the extent of their
shareholding in our Company and the dividend declared, if any, by our Company. For details
please see chapters titled “Our Management” and “Capital Structure” beginning on page nos. 195
and 74 respectively of this Red Herring Prospectus.

Except as mentioned in this section and the chapters titled “Capital Structure”, “Our Business”,
“History and Certain Corporate matters” and “Annexure IX– Restated Statement of Related Party
Transactions” beginning on page nos. 74, 163, 191 and 226 of this Red Herring Prospectus,
respectively, our Promoter do not have any interest in our Company other than as promoter.

Related Party Transactions

Except as stated in the “Annexure IX – Restated Statement of Related Party Transactions” under
Restated Financial Information beginning on page no. 226 of this Red Herring Prospectus., our
Company has not entered into related party transactions with our Promoter.

Material Guarantees

Except as stated in the “Financial Indebtedness” and “Restated Financial Information” beginning on
page nos. 315 and 226 this Red Herring Prospectus respectively, our Promoters have not given
any material guarantee to any third party with respect to the Equity Shares as on the date of this
Red Herring Prospectus.

Shareholding of the Promoter Group in our Company

For details of shareholding of members of our Promoter Group as on the date of this Red Herring
Prospectus, please see the chapter titled “Capital Structure – Notes to Capital Structure” beginning
on page no. 74 of this Red Herring Prospectus.

214
Other Confirmations

Our Company has neither made any payments in cash or otherwise to our Promoter or to firms
or companies in which our Promoter is interested as members, directors or promoter nor have
our Promoter been offered any inducements to become directors or otherwise to become
interested in any firm or company, in connection with the promotion or formation of our
Company otherwise than as stated in the “Annexure IX – Restated Statement of Related Party
Transactions” under Restated Financial Statement beginning on page no. 226 of this Red Herring
Prospectus.

Outstanding Litigation

There is no outstanding litigation against our Promoter except as disclosed in the section titled
“Risk Factors” and chapter titled “Outstanding Litigations and Material Developments” beginning on
page nos. 26 and 320 of this Red Herring Prospectus.

215
2. OUR PROMOTER GROUP

In compliance with SEBI Guideline, “Promoter Group” pursuant to the regulation 2(1) (pp) of the
SEBI (ICDR) Regulation, 2018, we confirm that following persons are part of promoter group:

A. The Promoter:

Sr. No. Name of the Promoters

1 Mr. Rajendra Baldevbhai Patel
2 Mr. Kurang Ramchandra Panchal
3. Mr. Kaxil Prafulbhai Patel
4. Mr. Utsav Nehal Panchal

B. Natural Persons i.e., an immediate relative of the promoter (i.e. any spouse of that person,
or any parent, brother, sister or child of the person or of the spouse);

Relationship With the

Name of the Promoter Name Of the Relative
Promoter
Late Baldevbhai Somabhai Patel Father

Kokilaben B Patel Mother

Bhavnaben Rajendrabhai Patel Spouse
Late Hemantbhai Baldevbhai Patel
Mr. Rajendra Baldevbhai Patel Praful Baldevbhai Brother
Patel Harsha NileshKumar Patel Sister
Patel Basavi Harsh Daughter
Late Baldevbhai I. Patel Spouse’s Father
Late Hiraben B. Patel Spouse’s Mother
Patel Bhanuben Dineshbhai Spouse’s Sister
Mita Vinaykumar Patel
Nimesh Baldevbhai Patel Spouse’s Brother

Relationship with the

Name of the Promoter Name of the Relative
Promoter
Late Ramchandra Dharamshi Panchal Father
Late Savitaben R. Panchal Mother
Beena Kurang Panchal Spouse
Nehal Ramchandra Panchal
Brother
Daxesh Ramchandra Panchal
Mr. Kurang Daxaben Pravinbhai Mistry Sister
Ramchandra Panchal
Panchal Shree Kurang Daughter

Bansilal Dharmashi Mistri Spouse’s Father

Taraben Bansilal Mistri Spouse’s Mother

Mistri Utpalbhai Bansilal Spouse’s Brother

Degant Basnilal Mistri

Relationship With the

Name of the Promoter Name Of the Relative
Promoter
Patel Praful Baldevbhai Father

Anjanaben Prafui.Bhai Patel Mother

Vishwaben Rakeshkumar Patel Spouse
Patel Minoli Prashantkumar Sister
Mr. Kaxil Prafulbhai
Patel Sharvil Kaxil Patel Son (Minor)

216
 Relationship With the
Name of the Promoter Name Of the Relative
Promoter
Rakeshbhai Nandulal Patel Spouse’s Father

Patel Vaishali Rakesh Bhai Spouse’s Mother

Patel Krushna Rakeshkumar Spouse’s Brother

Relationship With the

Name of the Promoter Name Of the Relative
Promoter
Nehal Ramchandra Panchal Father

Sangita Nehalbhai Panchal Mother

Shah Riya Kamlesh Spouse
Mr. Utsav Nehal Panchal Makwana Ketali Rajiv Sister
Shah Kamlesh Balchand Spouse’s Father

Shah Hemangini Kamlesh Spouse’s Mother

Shah Raj Kamlesh Spouse’s Brother

Shah Smit Kamleshbhai

C. In case promoter is a body corporate: - Not Applicable

Nature of Relationship Entity

Subsidiary or holding company of Promoter Company. N. A

Any Body corporate in which promoter (Body Corporate) N. A

holds 20% or more of the equity share capital or which holds
20% or more of the equity share capital of the promoter
(Body Corporate).

D. In case promoter is an individual:

Nature of Relationship Entity and Relation

Any Body Corporate in which 20% or more of the equity share 1. HKRP Innovations Limited
capital is held by promoter or an immediate relative of the 2. Shashwat Composite LLP
promoter or a firm or HUF in which promoter or any one or 3. Shashwat Bio-Polyplast LLP
more of his immediate relatives is a member.
4. Shashwat Enviro Tech LLP
5. Marc Electro Infra Private Limited
6. Shashwat Cleantech Private Limited
7. Polycoat Electra Services (India) Private
Limited
8. Shashwat Electricals Private Limited
Any Body corporate in which Body Corporate as provided NIL
above holds 20% or more of the equity share capital.

Any Hindu Undivided Family or firm in which the aggregate 1. Rajendra B. Patel HUF
share of the promoter and his immediate relatives is equal to 2. Praful B. Patel HUF
or more than twenty percent of the total capital. 3. Kurang R. Panchal HUF
4. Ankur D. Panchal HUF
5. Nehal Ramchandra Panchal HUF
6.Daxesh Ramchandra Panchal HUF
7. Sarthak Enterprises

217
E. All persons whose shareholding is aggregated under the heading "shareholding of the
promoter group":

Name of Entities/ Persons

Mr. Krunal Daxesh Panchal
Mrs. Hima Vishal Patel
Mr. Vishal Hemantbhai Patel
Mrs. Kalaben Kantibhai Patel
Mrs. Jyotsna Ramesh Patel

218
 GROUP ENTITIES OF OUR COMPANY

In compliance with SEBI Guideline, “Group Companies/Entities” pursuant to the regulation

2(1)(t) of SEBI (ICDR) Regulations, 2018, shall include companies (other than promoter(s) and
subsidiary/subsidiaries) with which there were related party transactions, during the period for
which financial information is disclosed, as covered under the applicable accounting standards
and also other companies as are considered material by the Board.

Based on the above, the following are our Group Entities (Companies which are no longer
associated with our Company have not been disclosed as Group Companies):

1. HKRP Innovations Limited

Name of the company HKRP Innovations Limited

Category Limited Company*
Name of the Directors 1. Mr. Utsav Nehal Panchal
2. Mr. Jayesh Amratlal Gandhi
3. Mr. Kaxil Prafulbhai Patel
4. Mr. Vinesh Bhogilal Soni
5. Mr. Pallav Jayeshkumar Gandhi
6. Mr. Kurang Ramchandra Panchal

Brief Description and nature of activity or Providing energy solutions, Plant Wide Energy
Business Monitoring, Township/ Industrial Distribution
and any other incidental activities.
Year of Establishment 2024
PAN AAHCH4590E
TAN AHMH11158A
GST 24AALFH2077D1ZL
CIN U35100GJ2024PLC153604
Registered Office Address 380/3, SIDDHI HOUSE, B/H KAMALDEEP
APPTS, LAL BUNGLOW, ELLISBRIDGE,
AHMEDABAD, AHMEDABAD, GUJARAT,
INDIA, 380006
Audited Financial Information (₹ in Lakhs)
Audited
Particulars FY 2023-24 FY 2022-23 FY 2021-22
Total Revenue 13123.94 3174.20 513.89
Profit/(Loss) after tax 2571.22 319.39 10.93
* M/s. HKRP Innovations LLP has been converted into HKRP Innovations Limited as on 20 th July 2024.

219
 2. Shashwat Composite LLP

Name of the Firm Shashwat Composite LLP

Category Limited Liability Partnership
Name of the Designated Partners 1. Mr. Praful Baldevbhai Patel
2. Mr. Rajendra Baldevbhai Patel
3. Mr. Vishal Hemantkumar Patel
4. Mr. Kaxil Prafulbhai Patel
5. Mrs. Beena Kurang Panchal
6. Mr. Utsav Nehal Panchal
7. Mr. Krunal Daxesh Panchal
8. Mr. Daxesh Ramchandra Panchal
Brief Description and nature of activity or To manufacture, assemble, fabricate housing
Business boxes for use in various industries including
electricity companies, construction and auto
mobile Industries.
Year of Establishment 2019
PAN ADYFS9288B
GST 24 ADYFS9288B1ZC
Limited Liability Partnership Identification AAP-8504
Number
Registered Office Address 380/3, G.F., SIDDHI HOUSE, B/H.
KAMALDEEP APARTMENT OPP. LAL
BUNGLOW, ELLISBRIDGE,
NAVRANGPURA, AHMEDABAD,
GUJARAT, INDIA, 380006
Audited Financial Information (₹ in Lakhs)
Audited
Particulars FY 2023-24 FY 2022-23 FY 2021-22
Total Revenue 2407.37 1509.67 1339.85
Profit/(Loss) after tax 64.08 67.58 59.72

3. Shashwat Bio-Polyplast LLP

Name of the LLP Shashwat Bio-Polyplast LLP
Category Limited Liability Partnership
Name of the Designated Partners 1. Mr. Vishal Hemantkumar Patel
2. Mr. Pavan Mandaviya
3. Mr. Nehal Ramchandra Panchal
4. Mr. Praful Baldevbhai Patel
5. Mrs. Beena Kurang Panchal
6. Mr. Rajendra Baldevbhai Patel
7. Mr. Kurang Ramchandra Panchal
8. Mr. Daxesh Ramchandra Panchal
Brief Description and nature of activity or Manufacturing, trading and Agency of all
Business types of goods and products including Bio-
Degradable Plastic Products.
Year of Establishment 2018
PAN ADTFS5340P
GST 24 ADTFS5340P1ZB
Limited Liability Partnership Identification AAN-3388
Number
Registered Office Address 380/3, G.F., SIDDHI HOUSE, B/H.
KAMALDEEP APARTMENT OPP. LAL
BUNGLOW, ELLISBRIDGE,
NAVRANGPURA, AHMEDABAD,
GUJARAT, INDIA, 380006
Audited Financial Information (₹ in Lakhs)
Audited

220
Particulars FY 2023-24 FY 2022-23 FY 2021-22
Total Revenue 945.94 648.28 315.89
Profit/(Loss) after tax (89.59) (26.91) (94.62)

4. SHASHWAT ENVIRO TECH LLP

Name of the Firm SHASHWAT ENVIRO TECH LLP
Category Limited Liability Partnership
Name of the Partners 1. Mr. Kurang Ramchandra Panchal
2. Mr. Daxeshbhai Ramchandra Panchal
3. Mr. Kaxil Prafulbhai Patel
4. Mr. Pavan Mandaviya
5. Mr. Rajendra Baldevbhai Patel
6. Mr. Vishal Hemantkumar Patel
Brief Description and nature of activity or To manufacture, assemble, fabricate housing
Business boxes for use in various industries including
electricity companies, construction and auto
mobile Industries.
Year of Establishment 2018
PAN ADSFS4749K
GST 24ADSFS4749K1ZB
Limited Liability Partnership Identification AAM-9460
Number
Registered Office Address COMMON SIDDHI HOUSE, OPP
KAMALDEEP APPARTMENT,
NAVRANGPURA, AHMEDABAD, Gujarat,
India, 380006
Audited Financial Information (₹ in Lakhs)
Audited
Particulars FY 2023-24 FY 2022-23 FY 2021-22
Total Revenue 1.03 2.13 126.51
Profit/(Loss) after tax (7.80) 0.26 (0.048)

5. Sarthak Enterprises
Name of the Firm Sarthak Enterprises
Category Partnership Firm
Name of the Partners 1. Mr. Praful Baldevbhai Patel
2. Mr. Rajendra Baldevbhai Patel
3. Mr. Vishal Hemantkumar Patel
4. Mrs. Beena Kurang Panchal
5. Mr. Krunal Daxesh Panchal
6. Mrs.Anjanaben Prafulbhai Patel
7. Mr. Nehal Ramchandra Panchal
8. Mr. Vedang Yatish Bakshi

Brief Description and nature of activity or Trading of Electrical Transformers, Static

Business Converters (For Example, Rectifiers) And
Inductors - Other Transformers: Having A
Power Handling Capacity Not Exceeding 1
Kva
Year of Establishment 2002
PAN AASFS6391J
GST 24AASFS6391J1ZH
Registered Office Address 380/3, G.F., SIDDHI HOUSE, B/H.
KAMALDEEP APARTMENT OPP. LAL
BUNGLOW, ELLISBRIDGE,
NAVRANGPURA, AHMEDABAD,
GUJARAT, INDIA, 380006
Audited Financial Information (₹ in Lakhs)
221
 Provisional Audited
Particulars FY 2023-24 FY 2022-23 FY 2021-22
Total Revenue 166.50 140.35 84.52
Profit/(Loss) after tax 9.99 2.31 (0.15)

6. Marc Electro Infra Private Limited

Name of the Firm Marc Electro Infra Private Limited
Category Private Limited Company
Name of the Directors 1. Mr. Praful Baldevbhai Patel
2. Mr. Rajendra Baldevbhai Patel
3. Mr. Anandkumar Jyotindrabhai Shah
4. Mr. Vishal Hemantkumar Patel
5. Mrs. Jinal Anandkumar Shah
6. Mrs. Mrudula Jyotindra Shah
7. Mrs. Beena Kurang Panchal
8. Mr. Krunal Daxesh Panchal
9. Mr. Daxesh Ramchandra Panchal

Brief Description and nature of activity or Trading in ‘Electrical Goods’ providing

Business Errection and Installation services to Power
Utility Companies
Year of Establishment 2013
PAN AAICM8098H
GST 24AAICM8098H1Z0
CIN U31900GJ2013PTC076484
Registered Office Address 205 VICE REGAL, 15 PUNIT NAGAR
AKOTA, OLD PADRA ROAD, Vadodara,
Gujarat, India, 390015
Audited Financial Information (₹ in Lakhs)
Provisional Audited
Particulars FY 2023-24 FY 2022-23 FY 2021-22
Total Revenue 4379.95 1520.22 1577.94
Profit/(Loss) after tax 112.21 0.36 1.68

222
7. Shashwat Cleantech Private Limited

Name of the Firm Shashwat Cleantech Private Limited

Category Private Limited Company
Name of the Directors 1. Mr. Praful Baldevbhai Patel
2. Mr. Rajendra Baldevbhai Patel
3. Mr. Kurang Ramchandra Panchal
4. Mr. Karan Satyanarayan Dangayach
Brief Description and nature of activity or Trading of Solar Power Equipments, Solar
Business Pumps, LED lights, etc providing installations
and maintenance services in this respect and
turnkey projects in solar energy.
Year of Establishment 2008
PAN AALCS6081K
GST 24AALCS6081K1ZX
CIN U31101GJ2008PTC052719
Registered Office Address Block-A, F/F-07, Safal Profitair, Sur No.-906,
Near Krishna Bungalows, 100Ft. Road, Pra,
haldnagar, Ahmedabad, Gujarat, India,
380051
Audited Financial Information (₹ in Lakhs)
Audited
Particulars FY 2023-24 FY 2022-23 FY 2021-22
Total Revenue 28.76 90.07 1378.87
Profit/(Loss) after tax (1.04) (130.16) 2.91

8. Polycoat Electra Services (India) Private Limited

Name of the Firm Polycoat Electra Services (India) Private Limited
Category Private Limited Company
Name of the Directors 1. Mrs. Diptiben Hemantkumar Patel
2. Mr.Daxesh Ramchandra Panchal
3. Mr.Nehal Ramchandra Panchal
4. Mr.Rajendra Baldevbhai Patel
5. Mr. Praful Baldevbhai Patel
6. Mr. Kurang Ramchandrapanchal
7. Mr. Vishal Hemantkumar Patel
Brief Description of Business Wholesale of machinery, equipment and supplies
Year of Establishment 2004
PAN AADCP2721M
GST 24AADCP2721M1ZH
CIN U51505GJ2004PTC044156
Registered Office Address Siddhi House B/H Kamal Deep Apartment Opp Lal
Bunglow Off C.G. Road, Navrangpura, Ahmedabad,
Gujarat, India, 380006
Audited Financial Information (₹ in Lakhs)
Audited
Particulars FY 2023-24 FY 2022-23 FY 2021-22
Total Revenue 2744.85 2543.94 1590.96
Profit/(Loss) after tax 119.15 75.31 76.80

7. Shashwat Electricals Private Limited

Name of the Firm Shashwat Electricals Private Limited

Category Private Limited Company

223
Name of the Directors 1. Diptiben Hemantkumar Patel
2. Daxesh Ramchandra Panchal
3. Nehal Ramchandra Panchal
4. Rajendra Baldevbhai Patel
5. Praful Baldevbhai Patel
6. Anandkumar Jyotindrabhai Shah
7. Vishal Hemantkumar Patel
8. Kurang Ramchandra Panchal
9. Utsav Nehal Panchal
Brief Description of Business In Business of trading of Electrical Goods such as Solar
Power Equipment’s, Solar Pumps, LED Lights, etc, Power
utility Company
Year of Establishment 2006
PAN AAKCS1046H
GST 24AAKCS1046H1ZI
CIN U31403GJ2006PTC048859
Registered Office Address SIDDHI HOUSE, OPP. LAL BANGLOW, B/H.
KAMALDEEP FLATS, OFF. C. G. ROAD, N,
AVRANGPURA, AHMEDABAD, GUJARAT, INDIA,
380009
Audited Financial Information (₹ in Lakhs)
Audited
Particulars FY 2023-24 FY 2022-23 FY 2021-22
Total Revenue 140.44 256.48 307.61
Profit/(Loss) after tax 6.18 3.82 18.44

224
 DIVIDEND POLICY

Under the Companies Act, 2013, our Company can pay dividends upon a recommendation by
our Board of Directors and approval by a majority of the shareholders at the General Meeting.
The shareholders of our Company have the right to decrease, not to increase the amount of
dividend recommended by the Board of Directors. The dividends may be paid out of profits of
our Company in the year in which the dividend is declared or out of the undistributed profits or
reserves of previous fiscal years or out of both. The Articles of Association of our Company also
gives the discretion to our Board of Directors to declare and pay interim dividends. The Company
has no formal dividend policy. The dividends declared by our Company during the last three
Fiscal years have been presented below:

Year ended
Year ended Year ended
Particulars March 31,
March 31, 2023 March 31,2022
2024
No. of Equity Shares 1,52,17,392 1,52,17,392 1,52,17,392
Face Value of Equity Share (per share) 10 10 10
Dividend per Equity Shares (₹) 0.50 0.25 0.25
Dividend on Equity Shares (₹ in lakhs) 76.09 38.04 38.04
Interim Dividend on each Equity Share - - -
(₹)
Dividend Rate for Equity Shares (% of 5.00% 2.50% 2.50%
FV)

Our Company does not have any formal dividend policy for the Equity Shares. The declaration
and payment of dividend will be recommended by our Board of Directors and approved by the
shareholders of our Company at their discretion and will depend on a number of factors,
including the results of operations, earnings, capital requirements and surplus, general financial
conditions, applicable Indian legal restrictions and other factors considered relevant by our Board
of Directors.

225
 Section VIII: FINANCIAL STATEMENTS

RESTATED FINANCIAL INFORMATION

Sr. No Particulars Page Nos.

1. Restated Standalone Financial Information 227-266
2. Restated Consolidated Financial Information 267-300

226
Restated Standalone Financial Information

227
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234
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241
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253
254
255
256
257
258
259
260
261
262
263
264
265
266
Restated Consolidated Financial Information

267
268
269
270
271
272
273
274
275
276
277
278
279
280
281
282
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288
289
290
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292
293
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295
296
297
298
299
300
 OTHER FINANCIAL INFORMATION

RESTATED STATEMENT OF ACCOUNTING RATIOS

(₹.in Lakhs except no of shares)
For the year ended March 31,
Particulars 30 Sept, 2024 30 Sept, 2024 2024 2023 2022
(Consolidated) (Standalone) (Standalone) (Standalone) (Standalone)
Restated PAT as per P & L Account 2854.72 2,768.25 2,602.29 675.15 344.60
Actual Number of Equity Shares 1,52,17,392 1,52,17,392 1,52,17,392 1,52,17,392 1,52,17,392
outstanding at the end of the year
Equivalent Weighted Avg number of 1,52,17,392 1,52,17,392 1,52,17,392 1,52,17,392 1,52,17,392
Equity Shares at the end of the year
Share capital 1,521.74 1,521.74 1,521.74 1,521.74 1,521.74
Reserves & Surplus 9686.94 9,600.48 6,908.31 4,344.06 3,706.95
Misc. expenses w/off - - - - -
Net Worth 11208.68 11,122.22 8,430.05 5,865.80 5,228.69
Earnings Per Share:
Basic& Diluted (Based on Actual Number 18.76 18.19 17.10 4.44 2.26
of Equity Shares outstanding at the end of
the year)
Return on Net Worth (%) 25.47 24.89 30.87 11.51 6.59
Net Asset Value Per Share (Rs) – based on 73.66 73.09 55.40 38.55 34.36
actual no. of equity shares at the end of the
year
Nominal Value per Equity share (₹) 10 10 10 10 10

Notes to Accounting Ratios:

1) The Ratios have been computed as follows:

Net Profit After Tax as restated

a) Basic Earnings Per Share (M) ------------------------------------------------------------------------------
Weighted Average Number of Equity Shares outstanding during the year

Net Profit after Tax as restated

b) Return on Net worth (%) --------------------------------------------------------------------- * 100
Net Worth

Net Worth
c) Net Asset Value Per Equity Share (M) ---------------------------------------------------------------------
No. Of Equity shares outstanding at the end of the year

2) Weighted average number of Equity Shares is the number of Equity Shares outstanding at the beginning of the
year adjusted by the number of Equity Shares issued during year multiplied by the time weighting factor. The time
weighting factor is the number of days for which the specific shares are outstanding as a proportion of total number
ofdays during the year.
3) The Calculation of Earnings Per Share (EPS) as disclosed in the Profit and Loss Account has been made in
accordance with Accounting Standard (AS – 20) on Earnings Per Share issued by the Institute of Chartered
Accountants of India.
4) As there is no dilutive capital in the company, Basic and Diluted EPS are similar.
5) The above Ratios have been computed on the basis of the Restated Financial Information for the respective year.

The above statements should be read with the Notes to Restated Financial Statements.

301
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

The company was originally formed as a partnership firm in the name and style of “RAJESH TRADERS”
pursuant to a deed of partnership dated May 5, 1971 Registration certificate issued by Registrar of Firms, ,
Ahmedabad having Registered No. GUJ/AHD/32515 under the provisions of the Indian Partnership Act, 1932.
Subsequently, the partnership firm was converted to Private Limited Company “RAJESH POWER SERVICES
PRIVATE LIMITED” on 10th February, 2010 under the provisions of companies act, 1956 with the registrar of
companies, Ahmedabad bearing registration no. 059536. Then the company was converted from RAJESH
POWER SERVICES PRIVATE LIMITED to RAJESH POWER SERVICES LIMITED and fresh certificate of
incorporation was issued on June 26, 2024 by the registrar of companies, Ahmedabad. The Corporate
Identification Number of the Company is U31300GJ2010PLC059536.

The company is into business of Engineering, Procurement and Construction (EPC) contracting and providing
services to power transmission and distribution utilities companies. The company under takes PEC contacts
for to laying EHV/HV/LV underground cable networks, setup solar Power plants and setting up of
substations. The company offers services to Renewable Power sector (solar power) and Non-Renewable
Power sector.

Our revenue model in Renewable and Non-Renewable Energy Sector summarized as below:

Service offerings of
Rajesh Power Services Limited.

Operations and
Turnkey Projects Consultancy Services
Maintenance
(Renewable energy & Non Utility Services (Renewable energy & Non
Renewable energy sector ) (Renewable energy & Non Renewable energy sector )
Renewable energy sector )

Rajesh Power Services Limited was founded by Mr. Kurang Panchal and Mr. Rajendra Patel in year 2010. Mr.
Kurang Panchal and Rajendra Patel joined the partnership business started by their father Mr. Ramchandra
Panchal and Mr. Baldevbhai Patel in 1971. Our Managing Director Mr. Rajendra Baldevbhai Patel and Mrs.
Kurang Ramchandra Panchal are actively involved in business activities of the Company. They actively
participate in timely execution of the customer’s orders and are the guiding force behind the growth and
business strategy of our Company. Our promoters together have industry experience of many years and
possess rich business intellect in the business circle of Gujarat. For details about the promoter family track
record of this business please see “History and Certain Corporate Matters” on page no.191 of this Red Herring
Prospectus.

We operate in India through our Registered office at 380/3, Siddhi House, Opp. Lal Bunglows, B/H Sasuji
Dinning Hall, Off C.G. Road, Navrangpura Ahmedabad Gujarat- 380006, India.

Significant Developments after March 31, 2024 that may affect our Future Results of Operations

The Directors confirm that there have been no events or circumstances since the date of the last financial
statements as disclosed in the Prospectus which materially or adversely affect or is likely to affect the
profitability of our Company or the value of our assets, or our ability to pay liabilities within next twelve
months.

302
STANDALONE RESULTS OF OUR OPERATIONS
(₹ in lakhs)
Particulars For the period ended For the year ended March 31,
% Of 2024 % Of 2023 % Of 2022 % Of
September Total Total Total Total
30, 2024 Income Income Income Income
INCOME:
Revenue from Operations 31,305.99 98.49% 28,496.98 96.58% 20,717.94 98.11% 14,680.88 98.29%
Other Income 479.1 1.51% 1,009.09 3.42% 399.63 1.89% 255.96 1.71%
Total income 31,785.09 100% 29,506.07 100.00% 21,117.57 100.00% 14,936.84 100.00%
EXPENDITURE:
Cost of materials consumed - 0.00% - 0.00% - 0.00% - 0.00%
Purchase of stock -in-trade/ Traded Goods 27,139.74 85.39% 20,705.78 70.17% 17,346.95 82.14% 11,468.69 76.78%
Changes in inventories of finished goods, work-in- (2,502.81) (7.87%) 40.85 0.14% (890.64) (4.22%) (761.03) (5.09%)
progress and stock-in-trade
Employee benefits expense 1,689.6 5.32% 2,891.07 9.80% 2,127.60 10.08% 2,238.89 14.99%
Finance costs 536.61 1.69% 928.54 3.15% 847.03 4.01% 751.80 5.03%
Corporate Social Responsibility expenditures 12.36 0.04% 11.00 0.04% 10.85 0.05% 11.34 0.08%
Depreciation and amortization expense 52.18 0.16% 69.83 0.24% 93.71 0.44% 167.09 1.12%
Other expenses 1,241.16 3.90% 1,452.69 4.92% 722.34 3.42% 619.86 4.15%
Total expenses 28,168.84 88.62% 26,099.76 88.46% 20,257.84 95.93% 14,496.64 97.05%
Net Profit / (Loss) before Tax and extra-ordinary items 3,616.25 11.38% 3,406.31 11.54% 859.73 4.07% 440.20 2.95%
Exceptional Items - - - - - - -
Net Profit / (Loss) before Tax 3,616.25 11.38% 3,406.31 11.54% 859.73 4.07% 440.20 2.95%
Less: Tax Expense

Current tax 838.71 2.64% 777.58 2.64% 169.79 0.80% 95.08 0.64%
Deferred tax 9.29 0.03% 26.44 0.09% 14.79 0.07% 0.52 0.00%
Total Tax Expense 848 2.67% 804.02 2.72% 184.58 0.87% 95.60 0.64%
Net Profit / (Loss) after tax 2768.25 8.71% 2,602.29 8.82% 675.15 3.20% 344.60 2.31%

303
Main Components of our Profit and Loss Account

Income

Revenue from Operations

Our Revenue from Operations are mainly consisting from Sale of services of EPC contracts which includes
revenue from turnkey projects, O&M Services, Utility Services Cable & Equipment Testing and Design and
Consultancy Services; which as a percentage of total income were 96.58 %, 98.11 % and 98.29 % respectively,
fiscal years 2024, 2023 and 2022.

Other Income

Our other income comprises of Interest income on Deposits and other loans and advances, Profit/(Loss) from
partnership, and Miscellaneous income. Other income, as a percentage of total income were 3.42 %, 1.89 % and
1.71 % respectively, for the fiscal years 2024, 2023 and 2022.

Expenditure

Our total expenditure primarily consists of Purchase of Products, Changes in inventories, Employee Benefit
Expenses, Finance Cost, Depreciation & Amortisation Expenses and Other Expenses.

Purchase of Stock in Trade

Purchase of Product are primarily in relation to purchases materials, consumables and other products for
executing EPC contracts.

Employee Benefit Expenses

Expenses in relation to employee’s remuneration and benefits include salary & wages, director's remuneration,
Gratuity and staff welfare expenses.

Finance Costs

Finance Cost primarily consists of Interest cost on Bank loan and other loans, Other Borrowing Cost & Bank
charges.

Depreciation and Amortization Expenses

Depreciation and Amortization Expenses primarily consist of depreciation on the tangible assets and intangible
assets of our Company which primarily includes Building, Furniture and Fixtures, Plant and Machinary, Office
equipments, Electrical Installations and equipment, Motor Vehicles and Computers etc.

Other Expenses

Other expenses primarily include Rent, Office Expense, Selling & Distribution, Rates & Taxes, Commission,
Legal and Professional Fees, Travelling and Conveyance, Insurance & Repairs and Maintenance etc.

304
Provision for Tax

The provision for current taxation is computed in accordance with relevant tax regulation. Deferred tax is
recognized on timing differences between the accounting and the taxable income for the year and quantified
using the tax rates and laws enacted or subsequently enacted as on balance sheet date. Deferred tax assets are
recognized and carried forward to the extent that there is a virtual certainly that sufficient future taxable income
will be available against which such deferred tax assets can be realized in future.

REVIEW OF RESULTS OF OPERATIONS FOR THE PERIOD ENDED SEPTEMBER 30, 2024

Total Income/Revenue

Total Income of the company for the period ended Septemberber 30, 2024 is Rs. 31,785.09/- lakhs

Revenue from Operations

The Company is engaged in the business of implementation of Turnkey projects for laying Extra High Voltage
cables & transmission lines, setting up Extra High Voltage (EHV) substation, Design and implication of
underground power distribution system. Our company is also in providing service of Operations and
Maintenance which includes operating and maintaining solar plants and EHV substations. Revenue from
operations for the period ended September 30, 2024 is Rs.31,305.99/-.

Other income

The company earned other income of ₹ 479.10 lakhs during the stub period ended September 30, 2024. The Other
income consist of Interest income, Profit from Partnership firm, Profit on Sale of Assets and Miscellenoeous.

Purchase of Stock-in-Trade

Purchase of Stock-in-Trade is primarily in relation to Stock (Inventory) purchases materials/ products used in
providing EPC contract services. Our Stock-in-Trade for the period ended September 31, 2024 is ₹27,139.74
Lakhs.

Employee Benefit Expenses

Our staff cost for the period ended September 30, 2024 is ₹ 1689.60 lakhs The Employee Benefit expenses were
5.32% of Total Income. Employee benefit expense mainly includes Salaries, wages and bonus, Contribution to
Statutory Funds, Staff Welfare expense and Directors Remuneration.

Finance Cost

Finance cost incurred during the stub period September 30, 2024 is Rs.536.61 lakhs which is 1.69 % of Total
Income. Finance Costs mainly includes Bank Charges and Interest on Borrowings.

305
Depreciation and Amortization Expenses

Depreciation expenses for the period ended September 30, 2024 is ₹ 52.18 lakhs. Which is 0.16 % of the total
income. Depreciation and Amortization is calculated on Property, Plant & Equipment and Intangible Assets.

Other Expenses

Other Expenses were 1241.16 Lakhs for period ended on September 30, 2024. The Other expense was 3.90 %
of Total Income. Other expense mainly includes Rates & Taxes , Legal & Professional , Selling & Distribution
Expenses , Site Expenses, Travelling Expenses and other expenses.

Profit before Tax

Profit before Tax for period ended on September 30, 2024 stood at ₹3616.25 Lakhs. During this period, our
Company recorded Profit before Tax margin of 11.55 % of Total Income.

Profit after Tax

After accounting for taxes at applicable rates, our Profit after Tax is ₹ 2768.25 lakhs. During this period, our
Company recorded Profit After Tax margin of 8.84% of Total Income.

REVIEW OF RESULTS OF OPERATIONS FOR THE FINANCIAL YEAR ENDED MARCH 31, 2024, 2023
AND 2022

Fiscal 2024 compared with Fiscal 2023

Total Income/Revenue

Our Total income/Revenue is increased by ₹8,388.50 lakhs or 39.72% from ₹ 21,117.57 Lakhs in FY 2022-23 to
₹ 29,506.07 Lakhs in FY 2023-24, primarily due to an increase in our revenue from operations and profit from
partnership firm.

Revenue from Operations

In Fiscal 2024, Revenue from Operations had increased by ₹ 7,779.05 lakhs or 37.55 %, from ₹ 20,717.94 lakhs
in Fiscal 2023 to ₹ 28,496.98 lakhs in Fiscal 2024. The increase in the Fiscal 2024 was due to Increase in the sale
Sale of EPC contact services. There is strong revenue growth as a result of center and states’ healthy awarding
and capital outlays for infrastructure segment. Further the company expects substantial increase in revenue
from operations due to robust order books. For more details about our order book, please refer “Additional
working capital” under chapter titled “Object of the issue” beginning from page no.107 of RHP.

Other income

In Fiscal 2024, Other Income had increased by ₹ 609.46 lakhs or 152.51%, from ₹ 399.63 lakhs in Fiscal 2023 to
₹ 1009.09 lakhs in Fiscal 2024. The increase was maily due to the increase in profit received from partnership
firm. In Fiscal,2024 there is an increase of Rs.585.48 lakhs in profit received from partnership firm compare to
Fiscal 2023. Further Interest income has also been increased in Fiscal 2024 compare to Fiscal 2023.

306
Purchase of stock in trade

Purchase of stock in trade are primarily in relation to purchases materials/ products used in providing EPC
contract services. In Fiscal 2024, Purchase of stock in trade increased by ₹3,358.83 lakhs or 19.36%, from
₹17,346.95 in Fiscal 2023 to ₹20705.78 in Fiscal 2024. This was in line with the increased Sales of EPC contract
Services by our Company.

Employee Benefit Expenses

Our staff cost had increased by ₹ 763.47 lakhs or 35.88 %, from ₹ 2127.60 lakhs in Fiscal 2023 to ₹2891.07 lakhs
in Fiscal 2024. This increase was mainly due to incease in number of employees & increase in Remuneration
of employees and directord in normal course of business.

Finance Cost
Finance cost during the year had increased by ₹ 81.51 lakhs or 9.62 % from ₹ 847.03 lakhs in Fiscal 2023 to ₹
928.54 lakhs in Fiscal 2024 due to increase in Long Term and Short Borrowing (OD/CC Facility) during Fiscal
2024.

Depreciation and Amortization Expenses

Depreciation expenses had decreased by ₹23.88 lakhs from ₹93.71 lakhs in Fiscal 2023 to ₹ 69.83 lakhs in Fiscal
2024. This decreased was on account of change in depreciation method. The company shifted from Written
down Value (WDV) Method to Straight Line Method (SLM) method of of Depreciation in FY 2022-23.

Other Expenses

Other expenses had increased by ₹730.34 lakhs or 101.11 % from ₹ 722.34 lakhs in Fiscal 2023 to ₹1452.69 lakhs
in Fiscal 2024. The increase was primarily due to the increase in legal & Professional fees, Selling & Ditribution
expenses, Rent, Insurance expenses.

Profit before Tax

Due to increase in our revenues, our Profit before tax had increased by ₹2546.58 lakhs or 296.21% from ₹ 859.73
lakhs in Fiscal 2023 to ₹ 3406.31 lakhs in Fiscal 2024.

Profit after Tax

After accounting for taxes at applicable rates, our Profit after Tax had increased by ₹ 1927.15 lakhs or 285.44
%, from ₹ 675.15 lakhs in Fiscal 2023 to ₹ 2602.29 lakhs in Fiscal 2024. The increase in profit after tax is due to
increase revenue from operations and other income. This was in line with the increased total income of the
company.

Fiscal 2023 compared with Fiscal 2022

Total Income/Revenue

Our Total income/Revenue is increased by ₹6180.73 lakhs or 41.38% from ₹14,936.84 Lakhs in FY 2021-22 to
₹21,117.57 Lakhs in FY 2023-24, primarily due to an increase in our revenue from operations and other income.

307
Revenue from Operations

In fiscal 2023, Revenue from Operations had increased by ₹6037.06 lakhs or 41.12%, ₹14680.88 Lakhs in FY
2021-22 to ₹20717.94 Lakhs in FY 2023-24. The increase in the Fiscal 2023 was mainly due to increase in the
sale of Services.

Other income
In Fiscal 2023, Other Income had increased by ₹ 143.67 lakhs or 56.13 %, from ₹ 255.96 lakhs in Fiscal 2022 to
₹ 399.63 lakhs in Fiscal 2023. The increase was due to the increase in Interest income, Foreign Currency
Fluctuation Gain & Miscellaneous Income.

Purchase of stock in trade

Purchase of Stock in trade are primarily in relation to purchases of materials and products used in providing
EPC contract services. In Fiscal 2023, Purchase of Stock in trade increased by ₹5878.26 lakhs or 51.25 %, from
₹11468.69 in Fiscal 2022 to ₹17346.95 in Fiscal 2023. The increase in purchase of Stock in trade was due to
revenue from Sale of Services is in line with the Fiscal 2023.

Employee Benefit Expenses

Our staff cost had decreased by ₹111.29 lakhs or 4.97 %, from ₹2238.89 lakhs in Fiscal 2022 to ₹ 2127.60 lakhs
in Fiscal 2023. This decrease was mainly due to decease in Directos’ remunaration.

Finance Cost

Finance cost during the year had increased by ₹95.23 lakhs or 12.67 % from ₹ 751.80 lakhs in Fiscal 2022 to
₹847.03 in Fiscal 2023 due to increase in Long term borrowing and short term borrowing taken for working
capital purposes.

Depreciation and Amortization Expenses

Depreciation expenses had decreased by ₹73.38 lakhs from ₹167.09 lakhs in Fiscal 2022 to ₹ 93.71 lakhs in
Fiscal 2023. This decreased was on account of change in Depreciation method from Written down Value
(WDV) Method to Straight line method from Fiscal 2023.

Other Expenses

Other expenses had increased by ₹ 102.48 lakhs or 16.53 % from ₹ 619.86 lakhs in Fiscal 2022 to ₹ 722.34 lakhs
in Fiscal 2023. The increase is due to the increase in Legal & Professional Fees, Office Rent, Office & General
Expenses etc. for FY 2022-23.

Profit before Tax

Due to increase in our revenues, our Profit before tax had increased by ₹419.52 lakhs or 95.30 % from₹ 440.20
lakhs in Fiscal 2022 to ₹ 859.73 lakhs in Fiscal 2023.

308
Profit after Tax

After accounting for taxes at applicable rates, our Profit after Tax had increased by ₹ 330.55 lakhs or 95.92 %,
from ₹ 344.60 lakhs in Fiscal 2022 to ₹ 675.15 lakhs in Fiscal 2023. The increase in profit after tax is due to
increase in margin from sale of services & other income.

Cash Flows
(₹in lakhs)
For the period
For the year ended March 31,
ended
Particulars
September 30,
2024 2023 2022
2024
Net Cash from Operating Activities 3,338.42 (1,466.24) 1,535.79 651.91
Net Cash from Investing Activities (2,936.17) 629.69 (543.15) (1,903.40)
Net Cash used in Financing Activities (406.73) 829.30 (1,157.20) 604.16
Net Increase / (Decrease) in Cash and (4.48) (7.25) (164.57) (647.34)
Cash equivalents

Cash Flows from Operating Activities

The main reason of negative cashflow from operating activities is substantial increase in Trade Receivables
and Fixed Deposit with Bank held as margin money against guarantee.

Trade Receivable:

In Fiscal 2024 there is substantial increase of Rs.1552.03 lakhs in trade receivables compare to Fiscal 2023.The
Company’s substantial revenue is from Government entities. Normally such contracts involve comparatively
longer realization period of around 3.00 to 3.50 months. With increase in revenue the company need to invest
additional funds for funding the outstanding trade receivables.

Fixed Deposit with Bank held as margin money against guarantee:

In Fiscal 2024 there is substantial increase of Rs.1912.93 lakhs in Fixed Deposit with Bank held as margin
money against guarantee compare to Fiscal 2023. The company need to give Fixed Deposits held with Bank
as margin money against guarantee to Government, Semi Government & other Government entities contracts
as performance guarantee. With the increase in business the cash accruals are invested in fixed deposits for
additional bank guarantee.

Shortfall in cashflow is due to increase in profitable business substantially funded through unsecured loan
from directors, relative of directors and group entities as quasi equity with nominal interest to comply with
requirement of Companies Act, 2013 and Income Tax Act, 1961. The company funds the short fall in cash flow
by quasi equity, instead of availing additional working capital facilities from banks as it is involving creation
of security, collateral security in addition to personal guarantee of all promoters. Further, rate of interest for
such facilities from bank is higher & involving other charges.

309
Details of funding of increase in Trade Receivable and FDs held as margin money against guarantee:
(₹in lakhs)
For the year ended March 31,
Particulars
2024 2023 2022
Increase/(decrease) in Trade Receivable 1,552.03 141.60 1,800.85
Increase in Other Current Assets (FDs held as 1,912.93 393.64 -
margin money against guarantee)
Total 3,464.96 535.24 1,800.85
Funded through:
Increase in Borrowings from directors, relative of 991.53 - 975.42
directors and group entities
Increase Borrowings from Banks 888.10 - 418.58
Advances from customers 955.60 - -
Internal Accruals 629.73 535.24 406.85
Total 3,464.96 535.24 1,800.85

Cash Flows from Investment Activities

In fiscal year 2024, the net cash inflow from Investing Activities was ₹ 629.69 lakhs. This was on account of
Sale of Non- current investment, Interest Income & profit from partnership firm.

In fiscal year 2023, the net cash invested in Investing Activities was ₹ 543.15 lakhs. This was on account of
Purchase of Non-Current Investment, Interest Income & profit from partnership firm.

In fiscal year 2022, the net cash invested in Investing Activities was ₹ 1903.40 lakhs. This was on account of
purchase of fixed assets, Purchase of Non-Current Investment, Interest Income & Dividend Income.

Cash Flows from Financing Activities

Net cash from financing activities in fiscal year 2024 was ₹ 829.30 lakhs. This was on account of Proceeds from
long term / short term borrowings, payment of dividend & Payment of interest.

Net cash from financing activities in fiscal year 2023 was ₹(1157.20) lakhs. This was on account of Repayment
of long term / short term borrowings, payment of dividend & Payment of interest

Net cash from financing activities in fiscal year 2022 was ₹ 604.16 lakhs. This was on account of Proceeds from
long term / short term borrowings, payment of dividend & Payment of interest.

OTHER MATTERS

• Unusual or infrequent events or transactions

Except as described in this Prospectus, during the periods under review there have been no transactions or
events, which in our best judgment, would be considered unusual or infrequent.

• Significant economic changes that materially affected or are likely to affect income from continuing
Operations

310
Other than as described in the Section titled “Financial Information” and chapter titled “Management’s
Discussion and Analysis of Financial Conditions and Results of Operations”, beginning on page nos.
SECTION VII - FINANCIAL STATEMENTS 226 and 302 of this Red Herring Prospectus respectively, to our
knowledge, there are no significant economic changes that materially affected or are likely to affect income
from continuing Operations.

• Known trends or uncertainties that have had or are expected to have a material adverse impact on
revenue or income from continuing operations

Other than as described in the chapter titled “Risk Factors” and “Management’s Discussion and Analysis of
Financial Conditions and Result of Operations”, beginning on page nos. 26 and 302 of this Red Herring
Prospectus respectively to our knowledge there are no known trends or uncertainties that have or had or are
expected to have a material adverse impact on revenues or income of our company from continuing
operations.

• Future relationship between Costs and Income

Other than as described in the chapter titled “Risk Factors” beginning on page no.26 of this Red Herring
Prospectus, to our knowledge there are no factors, which will affect the future relationship between costs and
income or which are expected to have a material adverse impact on our operations and finances.

• The extent to which material increases in revenue or income from operations are due to increased
volume, introduction of new products or services or increased prices

Increases in revenues are by and large linked to increases in introduction of new projects and volume of
business activity carried out by the Company.

• Total turnover of each major industry segment in which our Company operates.

Our Company is engaged in the business EPC contracts which includes revenue from turnkey projects, O&M
Services, Utility Services Cable & Equipment Testing and Design and Consultancy Services relevant industry
data, as available, has been included in the chapter titled “Industry Overview” beginning on page no. 147 of
this Prospectus.

• Status of any publicly announced new products or business segments

Please refer to the chapter titled “Our Business” beginning on page no. 163 of this Red Herring Prospectus.

• The extent to which the business is seasonal.

Our business is not seasonal in nature

311
• The following table illustrates the concentration of our revenues among our top ten customers and top
ten suppliers (expenses & goods).
(₹in lakhs)
For the period ended
FY 2023-24 FY 2022-23 FY 2021-22
September 30, 2024
Particulars % of % of % of % of
Amount Total Amount Total Amount Total Amount Total
Revenue Revenue Revenue Revenue
Top 10
Customers
UGVCL 17,575.61 56.14% 9,967.48 34.98% 2,538.62 12.25% 3,756.74 25.59%
Torrent 1,206.14 3.85% 4,215.69 14.79% 5,012.09 24.19% 4,404.32 30.00%
Power Ltd.
Indian Oil - 0.00% 2,527.49 8.87% 2,328.27 11.24% 503.17 3.43%
Corporation
Ltd
Getco Ltd. 3,059.67 9.77% 1,295.44 4.55% 1,758.27 8.49% 897.09 6.11%
Hindustan 5.25 0.02% 1,248.99 4.38% - 0.00% - 0.00%
Coca Cola
Beverages
Private
Limited
Gift Power 628.11 2.01% 1,135.21 3.98% 242.66 1.17% 471.96 3.21%
Company
Ltd
Rajasthan 1,409.42 4.50% 1,087.62 3.82% - 0.00% - 0.00%
Rajya
Vidyut
Prasaran
Nigam
Ltd.(Rrvpnl)
Adani 497.18 1.59% 1,073.80 3.77% 327.92 1.58% 79.54 0.54%
Electricity
Mumbai
Limited
Apar 1,605.02 5.13% 911.83 3.20% - 0.00% - 0.00%
Industries
Ltd
Sabarkantha 4.80 0.02% 838.42 2.94% 13.25 0.06% 7.80 0.05%
District
Co.Op.Milk
Producers
Union Ltd
Total 25,991 83.02% 24,301.98 85.28% 12,221.09 58.99% 10,120.63 68.94%

312
 (₹ in lakhs)

For the period

ended
FY 2023-24 FY 2022-23 FY 2021-22
September 30,
Particulars
2024
Amount Amount Amount
Amount

Top 10 Suppliers
Siemens Ltd. 3,262.46 3,002.01 2,132.00 776.53
TCL Cables Private Limited 5,428.68 2,074.49 2,023.56 833.13
Chintamani Lamination 186.90 1,565.90 - -
Eaton Power Quality 2,684.09 1,263.94 - -
Private Limited
Sterlite Power 2,539.28 674.77 8.82 25.54
Transmission Limited
Yash Energy Private 14.04 638.75 - -
Limited
Chandresh Cables Ltd 647.98 607.77 148.64 144.87
Universal Cables Limited 11.11 543.21 432.27 666.74
Satna
3m Electro & 302.61 514.23 521.60 740.00
Communication India
Pvt.Ltd.
Kohinoor Sales 111.05 436.15 - -
Corporation
Total 15,188.19 11,321.23 5,266.90 3,186.81

313
 CAPITALIZATION STATEMENT

RESTATED STATEMENT OF CAPITALIZATION BASED ON STANDALONE RESTATED

FINANCIAL STATEMENT
(₹ in lakhs)

Pre-Issue
Particular
at 30st Sept, Post-Issue*
2024
Borrowings
Long Term Borrowings 4998.35 [●]
Short term Borrowings 2974.69 [●]
Total Borrowings 7973.04 [●]

Shareholders' Funds
Share Capital 1521.74 [●]
Reserves and Surplus 9600.48 [●]
Total Shareholders' Funds 11,122.22 [●]

Long Term Borrowings/ Shareholders' Funds 0.45 [●]

Total Borrowings/ Shareholders' Funds 0.72 [●]

RESTATED STATEMENT OF CAPITALIZATION BASED ON CONSOLIDATED RESTATED

FINANCIAL STATEMENT
(₹ in lakhs)

Pre-Issue
Particular
at 30st Sept, Post-Issue*
2024
Borrowings
Long Term Borrowings 5,064.82 [●]
Short term Borrowings 3,037.89 [●]
Total Borrowings 8,102.71 [●]

Shareholders' Funds
Share Capital 1521.74 [●]
Reserves and Surplus 9686.94 [●]
Total Shareholders' Funds 11,208.68 [●]

Long Term Borrowings/ Shareholders' Funds 0.45 [●]

Total Borrowings/ Shareholders' Funds 0.72 [●]

Note:
The above has been computed on the basis of Restated Financials of the Company.

314
FINANCIAL INDEBTEDNESS

315
316
317
318
319
 SECTION VIII – LEGAL AND OTHER INFORMATION

OUTSTANDING LITIGATIONS AND MATERIAL DEVELOPMENTS

Except as stated in this section, there are no outstanding: (i) criminal proceedings; (ii) actions by statutory or
regulatory authorities; (iii) claims relating to direct and indirect taxes; or (iv) Material Litigation (as defined
below); involving our Company, Directors and Promoters. Our Board, in its meeting held on July 10, 2024 has
inter-alia adopted the materiality policy for purposes of disclosure of litigations in the Red Herring Prospectus
and has determined that outstanding legal proceedings involving the Company, Directors and Promoters
where the aggregate amount involved, in such individual litigation exceeds Rs. 1,00,000/- will be considered
as material litigation (“Material Litigation”).

As per the materiality policy adopted by the Board of our Company in its meeting held on July 10, 2024
creditors of our Company to whom an amount in excess of Rs. 1,00,000/- as per the last audited financial
statements was outstanding, were considered ‘material’ creditors. Details of outstanding dues to creditors
(including micro and small enterprises as defined under the Micro, Small and Medium Enterprises
Development Act, 2006) as required under the SEBI Regulations have been disclosed on our website at
https://www.rajeshpower.com/

Our Company, Directors and Promoters have not been declared as wilful defaulters by the RBI or any
government authority and there have been no violations of securities laws in the past or pending against
them.

Summary of the board resolution determining materiality disclosure of litigations

Summary of the board resolution determining materiality disclosure of litigations with regard to our
company, its promoters, its directors, subsidiaries, promoter group:

A. All litigations pertaining to the company, its directors/ promoters/subsidiaries which are in the nature of
criminal, statutory/ regulatory and taxation related are deemed material by the board. further the board
considers all other litigation pertaining to the company, its directors/ promoters/subsidiaries which are
above a claim amount equal to or exceeding rs. one lakh as material.
B. The litigations of our group companies are not accorded in the materiality clause and litigations in relation
to the company. however, if any material litigation arises in the group company, which may directly or
indirectly affect the company, the same shall be considered by the company.

Outstanding Dues to Creditors

There are no disputes with such entities in relation to payments to be made to our Creditors. The details
pertaining to amounts due towards such creditors are available on the website of our Company:
(₹ in Lakhs)
Particulars Balance as on 30th September, 2024
Total Outstanding dues to Micro, Small and Medium Enterprises 122.25

Total Outstanding dues to Creditors other than Micro and Small& 8727.83
Medium Enterprises

320
 Following are the details of litigations involving our company, our Directors, our Promoters & Our
Group Companies.

LITIGATION INVOLVING OUR COMPANY

A. AGAINST OUR COMPANY

1. Litigation involving Criminal Matters: NIL

2. Litigation involving Civil Matters: NIL
3. Litigation / Proceedings Involving Actions by Statutory / Regulatory Authorities:

Forum and Parties Amount Particulars of Proceedings

Matter Concerned
Appelate Gujarat Urja Amount Gujarat Urja Vikas Nigam Limited (“GUVNL”) had filed
Tribunal for Vikas Nigam concerned a petition before the Gujarat Electricity Commission
Electricity Limited cannot be praying for a revision of tariff for solar energy project as
Appeal No. V/s ascertained determined by way of a tariff order dated 29/01/2010.
279 of 2013 Gujarat as RPSL is
Electricity formal party The said tariff order determined the tariff/price at which
Regulation to the power generated from solar power projects could be
Commission proceedings. procured by the GUVNL.
and others
The petition of GUVNL came to be dismissed by way
order dated 08/08/2013. Being aggrieved by the same,
GUVNL preferred the present appeal.

Rajesh Power Services Limited (“Company”) had been

joined as the respondent No. 63 in the said proceedings.
By way of order dated 22/08/2014 the appeal filed by
GUVNL came to be dismissed. It appears that the
Company was a formal party to the said proceedings.
4. Litigation involving Tax Liabilities
a) Direct Tax Liabilities:

PAN Date Of Notice DIN And Notice Number Amount Of AY

Dispute
AAECR6294G 30/08/2023 ITBA/RE/S/156_1/2023- ₹52,320 2017-18
24/1055581079(1)

b) Indirect Taxes Liabilities

5. Other Pending Litigations: NIL
6. Disciplinary action against our company by SEBI or any stock exchange in last five fiscals: NIL

B. BY OUR COMPANY

1. Litigation involving Criminal Matters: NIL

2. Litigation involving Civil Matters: NIL
3. Litigation / Proceedings Involving Actions by Statutory / Regulatory Authorities: NIL

321
4. Litigation involving Tax Liabilities
a) Direct Tax Liabilities: NIL
b) Indirect Taxes Liabilities
5. Other Pending Litigations: NIL
6. Disciplinary action against our company by SEBI or any stock exchange in last five fiscals: NIL

LITIGATION INVOLVING OUR DIRECTORS

A. AGAINST OUR DIRECTORS

1. Litigation involving Criminal Matters: NIL

2. Litigation involving Civil Matters: NIL
3. Litigation / Proceedings Involving Actions by Statutory / Regulatory Authorities: NIL
4. Litigation involving Tax Liabilities
1) Direct Tax Liabilities: NIL
2) Indirect Taxes Liabilities
5. Other Pending Litigations: NIL
6. Disciplinary action against our company by SEBI or any stock exchange in last five fiscals: NIL

B. BY OUR DIRECTORS
1. Litigation involving Criminal Matters: NIL
2. Litigation involving Civil Matters: NIL
3. Litigation / Proceedings Involving Actions by Statutory / Regulatory Authorities : NIL
4. Litigation involving Tax Liabilities
a) Direct Tax Liabilities :NIL
b) Indirect Taxes Liabilities
5. Other Pending Litigations :NIL
6. Disciplinary action against our company by SEBI or any stock exchange in last five fiscals: NIL

LITIGATION INVOLVING OUR PROMOTES

A. AGAINST OUR PROMOTERS
1. Litigation involving Criminal Matters: NIL
2. Litigation involving Civil Matters :NIL
3. Litigation / Proceedings Involving Actions by Statutory / Regulatory Authorities : NIL
4. Litigation involving Tax Liabilities
a) Direct Tax Liabilities :NIL
b) Indirect Taxes Liabilities: NIL
5. Other Pending Litigations :NIL
6. Disciplinary action against our company by SEBI or any stock exchange in last five fiscals: NIL
B. BY OUR PROMOTERS
1. Litigation involving Criminal Matters: NIL
2. Litigation involving Civil Matters :NIL
3. Litigation / Proceedings Involving Actions by Statutory / Regulatory Authorities : NIL
4. Litigation involving Tax Liabilities
a) Direct Tax Liabilities :NIL
b) Indirect Taxes Liabilities
5. Other Pending Litigations :NIL
6. Disciplinary action against our company by SEBI or any stock exchange in last five fiscals: NIL

322
Litigations involving our Group Entities

A. Against our Group Entities: NIL

B. By our Group Entities: NIL

Litigations relating to the Subsidiary Company

A. Against Directors of our Subsidiary Company: NIL

B. By Directors of our Subsidiary Company: NIL
Note: Our Company has no Subsidiary Company.

litigations or legal actions, pending or taken, by any Ministry or Department of the Government or a
statutory authority against our Promoters since incorporation of the Company.
There are no litigations or legal actions, pending or taken, by any Ministry or Department of the Government
or a statutory authority against our Promoters since incorporation of the Company.

Pending proceedings initiated against our Company for economic offences.

There are no pending proceedings initiated against our Company for economic offences.

Inquiries, investigations etc. instituted under the Companies Act, 2013 or any previous companies’
enactment against our Company.
There are no inquiries, investigations etc. instituted under the Companies Act or any previous companies’
enactment since incorporation against our Company.

Material Fraud against our Company since incorporation

There has been no material fraud committed against our Company since incorporation.

Fines imposed or compounding of offences for default

There are no fines imposed or compounding of offences done immediately preceding the year of the Red
Herring Prospectus for the Company for default or outstanding defaults.

Non-Payment of Statutory Dues

There have been no defaults or outstanding defaults in the payment of statutory dues payable by the Company
as of the date of the last audited financial statements of the Company except in respect of income tax liabilities,
in respect of which proceedings are pending, as disclosed hereinabove.

Material developments occurring after last balance sheet date

Except as disclosed elsewhere in this Red Herring Prospectus, there have been no material developments that
have occurred after the Last Balance Sheet Date.

323
 GOVERNMENT AND OTHER KEY APPROVALS

Our Company has received the necessary Licenses, permissions and approvals from the Central and State Governments
and other government agencies/regulatory authorities/certification bodies required to undertake the Issue or continue our
business activities. In view of the approvals listed below, we can undertake the Issue and our current/ proposed business
activities and no further major approvals from any governmental/regulatory authority or any other entity are required to
be undertaken, in respect of the Issue or to continue our business activities. It must, however, be distinctly understood
that in granting the above approvals, the Government of India and other authorities do not take any responsibility for the
financial soundness of the Company or for the correctness of any of the statements or any commitments made or opinions
expressed in this behalf.

The main objects clause of the Memorandum of Association of the Company and the other objects clause, enable our
Company to carry out its activities.

I. APPROVALS FOR THE ISSUE

1. The Board of Directors have, pursuant to Section 62(1)(c) and other applicable provisions of the
Companies Act, 2013, by a resolution passed at its meeting held on July 10, 2024 authorized the Issue,
subject to the approval of the shareholders and such other authorities as may be necessary.

2. The shareholders of our Company have, pursuant to Section 62(1) (c) of the Companies Act, 2013, by
special resolution passed in the extra ordinary general meeting held on July 13, 2024 authorized the
Issue.

3. Approval dated 31st October, 2024 from the BSE for listing of the Equity Shares issued by our Company
pursuant to the Issue.

4. Our Company's International Securities Identification Number (“ISIN”) is INE0VN801010

II. APPROVALS PERTAINING TO INCORPORATION, NAME AND CONSTITUTION OF OUR

COMPANY

1. Certificate of Incorporation, dated February 10, 2010 issued by the Registrar of Companies, Ahmedabad,
in the name of “Rajesh Power Services Limited”.

2. Fresh Certificate of Incorporation Consequent upon Conversion from Private Company to Public
Company dated June 26, 2024 issued to our Company by the Registrar of Companies, Ahmedabad
consequent upon change of name of our Company from “Rajesh Power Services Private Limited” to
“Rajesh Power Services Limited”.

3. The Corporate Identity Number of the Company is U31300GJ2010PLC059536

324
INCORPORATION DETAILS OF OUR COMPANY

SR.NO. Authorization granted Issuing CIN DATE OF VALID

Issuing Authority ISSUE UPTO
1. Certificate Of ROC, U31300GJ2010PTC059536 10/02/2010 Perpetual
Incorporation in The Name Ahmedabad
Of “Rajesh Power Services
Private Limited”
2. Certificate Of U31300GJ2010PLC059536 26/06/2024 Perpetual
Incorporation for ROC,
Conversion from Private to Ahmedabad
Public Company in The
Name Of “Rajesh Power
Services Limited”

TAX RELATED APPROVALS

Sr. Description Issuing Authority Registration/ Date of Valid Upto

No. Approval/ Issue
Certificate Number
1. Permanent Account Income Tax AAECR6294G 10/02/2010 Perpetual
Number (PAN) Department,
Government of
India
2. Tax Deduction Account Income Tax AHMR06113C - Perpetual
Number (TAN) Department,
Government of
India
3. Goods and Service Tax Government of 24AAECR6294G1Z7 06/07/2018 Valid Until
Act (GST), 2017 India Cancelled

BUSINESS & LABOUR LAW RELATED APPROVALS

Sr. Description Registration/ Approval/ Issuing Authority Date of Issue Valid

No. Certificate Number Upto
1. Shop & Pll/MNM/4000462/0271020 Ahmedabad 01/07/2021 Valid
Establishment Municipal Until
Certificate* Corporation Cancelled
2. Electrical G/AHD/C/1193 Office of the 30/04/2010 Valid upto
Contractor License* Secretary, Renewed: 31.12.2028
Licensing Board 01/04/2024
3. Certificate of GJAHD0028915000 EPFO 01/07/2001 Valid
Registration Until
under the cancelled
Employee
Provident Fund*

325
 4 Employees State 37000247810001001 Employees State 31/01/2006 Valid
Insurance Act, Insurance Until
1948* Corporation cancelled
5 Importer/Exporter 08060142288 Ministry of 26-12-2006 Valid
Code (IEC)* Commerce and Until
Industry Cancelled
*Approvals are in the name of Rajesh power services Private Limited and the Company has initiated the process of taking
all the approval in the new name of the Company i.e., Rajesh power services limited.

BUSINESS RELATED CERTIFICATIONS

Sr. No. Registration Purpose Date of Issue Date of expiry

number
1 ISO 14000:2015 Environmental management 04/01/2023 03/01/2026
system*
2. ISO 45001:2018 Occupational Health and safety 04/01/2023 03/01/2026
management systems*
3. ISO 50001:2011 Energy management system* 04/01/2023 03/01/2026
4. ISO 9001:2015 Quality management system* 04/01/2023 03/01/2026

* Certificate are in the name of Rajesh power services Private Limited and the Company has initiated process of taking
all the approval in the new name of the Company i.e., Rajesh power services limited.

Accreditation

Sr. No. Letter dated Issued by Particulars Of Recognition

1 07/08/2024 Gujarat energy transmission Class AA contractor of GETCO for
corporation limited (GETCO) transmission lines work upto 220KV

2 18/09/2024 Gujarat energy transmission Class AA contractor of GETCO for

corporation limited (GETCO) substation and cable laying upto 220KV.

3 18/09/2024 Gujarat energy transmission Class A contractor of GETCO for

corporation limited (GETCO) ERECTION OF LINE H Frame structure
and tower line upto 220KV.

Material Licenses/approvals for which our Company is yet to apply / Statutory Approvals/ Licenses
required for the proposed expansion.
We confirm that we do not have any pending Licenses, permissions, and approvals from the Central and
State Governments and other government agencies/regulatory authorities/certification bodies which applied
for but not yet received.
Note: Some of the approvals are in the name of Rajesh power services Private Limited and the Company has initiated the
process of taking all the approval in the new name of the Company i.e., Rajesh power services limited.
INTELLECTUAL PROPERTY RIGHTS RELATED APPROVALS

Date of Application
Sr. No. Logo/Name Class Status
Application No.

Formalities
1 09/07/2024 6518129 37
Check Pass

326
 SECTION IX- OTHER REGULATORY AND STATUTORY DISCLOSURES

Authority for the Issue

Our Board of Directors have vide resolution dated July 10, 2024 authorized the Issue, subject to the approval
by the shareholders of our Company under Section 62(1)(C) of the Companies Act, 2013.

The shareholders have authorized the Issue, by passing a Special Resolution at the Annual General Meeting
held on July 13, 2024 in accordance with the provisions of Section 62(1)(C) of the Companies Act, 2013.

The Company has obtained approval from BSE vide letter dated 31st October, 2024 to use the name of BSE in
this Issue Document for listing of equity shares on the BSE SME platform of the BSE. BSE is the designated
stock exchange for the purpose of this Issue.

Prohibition by SEBI or Other Governmental Authorities

We confirm that our Company, Directors, Promoters, Promoter Group, person in control of our Company, are
not prohibited from accessing or operating in the capital markets or debarred from buying, selling or dealing
in securities under any order or direction passed by the SEBI or any securities market regulator in any other
jurisdiction or any other authority / court as on the date of this Red Herring Prospectus.

Neither our Promoters, nor any of our directors or persons in control of our Company were or is a promoter,
director or person in control of any other company which is debarred from accessing the capital market under
any order or directions made by the SEBI or any other governmental authorities as on the date of this Red
Herring Prospectus.

Further, there has been no violation of any securities law committed by any of them in the past and no such
proceedings are currently pending against any of them.

Further, none of our Promoters or Directors are declared as fugitive economic offenders under Fugitive
Economic Offenders Act, 2018.

Prohibition by RBI

Neither our Company nor any of our Promoters or Directors or the Selling Shareholders has been declared as
wilful defaulter(s) by the RBI or any other governmental authority.

Compliance with the Companies (Significant Beneficial Ownership) Rules, 2018

Our Company, its Promoters and the Selling Shareholders are in compliance with the Companies (Significant
Beneficial Ownership) Rules, 2018 (“SBO Rules”), to the extent applicable, as on the date of the Red Herring
Prospectus.

Association with Securities Market

None of our Directors are, in any manner, associated with the securities market and there has been no action
initiated by SEBI against the Directors of our Company in the five years preceding the date of this Red Herring
Prospectus.

327
Eligibility for the Issue

(A) Our Company is an “Unlisted Issuer” in terms of the SEBI (ICDR) Regulation; and this Issue is an “Initial
Public Issue” in terms of the SEBI (ICDR) Regulations.

(B) Further, our Company confirms that it is not ineligible to make the Issue in terms of Regulation 228 of the
SEBI ICDR Regulations, to the extent applicable. The details of our compliance with Regulation 228 of the
SEBI ICDR Regulations are as follows:

i. Neither our Company nor our Promoters, members of our Promoter Group or our Directors are
debarred from accessing the capital markets by the SEBI.

ii. None of our Promoters or Directors is Promoters or Directors of companies which are debarred
from accessing the capital markets by the SEBI.

iii. Neither our Company nor our Promoters or Directors is a willful defaulter.

iv. None of our Promoters or Directors is a fugitive economic offender.

(C) This Issue is being made in terms of Regulation 229(1) of Chapter IX of the SEBI (ICDR) Regulations, 2018,
as amended from time to time, whereby, an issuer whose post Issue face value capital does not exceed ten
crores rupees, shall issue shares to the public and propose to list the same on the Small and Medium
Enterprise Exchange ("SME Exchange", in this case being the SME Platform of BSE).

(D) In accordance with regulation 260 of the SEBI (ICDR) Regulations, this Issue will be 100% underwritten
and shall not restrict to the minimum subscription level. The BRLM shall underwrite at least 15% of the
total issue size. For further details pertaining to underwriting please refer to chapter titled “General
Information” beginning on page 61 of this Red Herring Prospectus.

(E) In accordance with Regulation 268(1) of the SEBI (ICDR) Regulations, we shall ensure that the total
number of proposed allottees in the Issue is greater than or equal to fifty, otherwise, the entire application
money will be refunded forthwith. If such money is not repaid within eight days from the date our
company becomes liable to repay it, then our company and every officer in default shall, on and from
expiry of eight days, be liable to repay such application money, with interest as prescribed under section
40 of the Companies Act, 2013.

(F) In accordance with Regulation 246 of the SEBI (ICDR) Regulations, we have filed draft offer document
with SEBI as well as stock exchange (s). However, Board shall not issue any observation pursuant to
Regulation 246(2) of the SEBI (ICDR) Regulations.

(G) In accordance with Regulation 261 of the SEBI ICDR Regulations, we have entered into an agreement with
the Book Running Lead Manager and Market Maker to ensure compulsory market making for the
minimum period of three years from the date of listing of equity shares offered in this issue. For further
details of the as per Regulation 229 (3) of the SEBI ICDR Regulations, our Company satisfies track record
and/or other eligibility conditions of SME platform of the BSE in accordance with the Restated Standalone
Financial Statements, prepared in accordance with the Companies Act and restated in accordance with
the SEBI ICDR Regulations as below:

The Net worth and Cash accruals (Earnings before depreciation and tax) from operation of the Company
as per the Standalone Restated Financial statements for the year ended March 31, 2024 is as set forth below:
(₹ In lakhs)

328
 Particulars 30th Sept,2024 30th Sept,2024 31st March 2024 31st March 2023 31st March 2022
(Consolidated) (Standalone) (Standalone) (Standalone) (Standalone)
Net Worth* 11,208.68 11,122.22 8,430.05 5,865.80 5,228.69
Cash Accruals** 2911.14 3,668.43 3,476.14 953.44 607.29
Net Tangible 11,137.45 11,122.22 8430.05 5865.80 5,201.67
Assets***
*Net Worth has been defined as the aggregate of the paid-up share capital, share application money
(excluding the portion included in other current liabilities) and reserves and surplus excluding
miscellaneous expenditure, if any.)
**Cash accruals has been defined as the Earnings before depreciation and tax.
*** Net Tangible Assets has been defined as Total assets less Intangible assets/ Intangible assets under
development & Total liabilities.

10. The track record of the Company as per the Restated financial statements for the financial year ended
March 31, 2024, 2023 and 2022 is as set forth below:
(₹. In lakhs)
Particulars 30 th 30 th For the financial year ended 31st
September,2024 September,2024 March (Standalone)
(Consolidated) (Standalone) 2024 2023 2022
Profit After Tax 2854.72 2,768.25 2,602.29 675.15 344.60

1) Our Company has not been referred to the Board for Industrial and Financial Reconstruction (BIFR).

2) There is no winding up petition against the company, which has been admitted by a Court of
competent jurisdiction or a liquidator has not been appointed.

3) There has been no change in the Promoters of the Company in the preceding one year from date of
filing application to BSE for listing on SME segment.

4) Our company has entered into an agreement with both the depositories in order to facilitate mandatory
trading of securities in demat form.

5) No material regulatory or disciplinary action has been taken by any stock exchange or regulatory
authority in the past three years against the Company.

6) We have a website: www.rajeshpower.com

(H) As per Regulation 230 (1) of the SEBI ICDR Regulations, our Company has ensured that:

• The Draft Red Herring Prospectus has been filed with BSE and our Company has made an application
to BSE for listing of its Equity Shares on the SME platform of the BSE. BSE is the Designated Stock
Exchange.

• Our Company has entered into an agreement dated April 26, 2024 with NSDL and agreement dated
June 24, 2024 with CDSL for dematerialization of its Equity Shares already issued and proposed to be
issued.

• The entire pre-Issue capital of our Company has shares fully paid-up Equity Shares and the Equity
Shares proposed to be issued pursuant to this IPO will be fully paid-up.

329
 • The entire Equity Shares held by the Promoters are in dematerialized form.

Other Additional requirements

Sr.
No. Particulars Details
1. The post issue paid up capital of the company (face value) shall not be The post issue paid up capital of
more than Rs. 25 crores the company will be Rs. 18.00
crores, which will not be more
than Rs. 25 crores.
2. Company has Networth atleast Rs. 1 crore for 2 preceding full financial The Company has Net worth of
years : Rs.84.30 crores and Rs.58.66 crores
Amount (Rs. In crores) in Fiscal 2024 and Fiscal 2023
Details 31st 31st respectively. (i.e. 2 preceding full
March,2024 March,2023 financial years). The Company has
Paid-up share capital 15.21 15.21 Net worth atleast Rs.1 crore for 2
All reserves created out of the 69.08 43.44 preceding full financial years.
profits and securities premium
account and debit or credit
balance of profit and loss
account,
the aggregate value of the 0 0
accumulated losses, deferred
expenditure and miscellaneous
expenditure not written off, as
per the audited balance sheet,
but does not include reserves
created out of revaluation of
assets, write-back of
depreciation and
amalgamation
Total 84.30 58.66
Note:
1. Cases in which a company is formed pursuant to conversion of
registered Proprietorship /partnership/LLP then partnership
firm/LLP needs to have Net Worth of Rs. 1 crores for preceding 2
(full) financial years.
2. The Net worth computation will be as per the definition given in
SEBI (ICDR) Regulations
3. Kindly provide auditor/PCS/PCA certificate for the same
3. Company’s Net Tangible Assets should be Rs 3 crores in last preceding Company’s Net Tangible Assets in
(full) financial year. Fiscal 2024 (i.e. in Last (full)
financial year) Rs.84.30 crores
Details Amount (Rs. In crores) which is more than Rs.3 crores.
Net Assets 84.30
Less: Intangible Assets 0.00
Net Tangible Assets 84.30

Note:

330
 1. Net tangible assets computation will be as per the definition given
in SEBI (ICDR) Regulations.
2. Kindly provide auditor/PCS/PCA certificate for the same
4. The Issuer satisfies the exchange’s criteria of track record of 3 years The Issuer satisfies the exchange’s
which is as follows: criteria of track record of 3 years.

a) Where the applicant company has taken over a proprietorship

concern/ registered partnership firm/ LLP, then the track record
together with such proprietorship concern/ registered firm/ LLP
should be atleast 3 years.
Provided, the applicant company seeking listing should have a track
record of operations for atleast one full financial year and audited
financial results for one full financial year.
Or
b) Where the applicant company does not have a track record of 3
years, then the Project for which IPO is being proposed should be
appraised and funded by NABARD, SIDBI, Banks (other than co-
operative banks), Financial Institutions.
Provided, the applicant company seeking listing should have a track
record of operations for atleast one full financial year and audited
financial results for one full financial year.

5. Earnings before Interest, Depreciation and tax The company is having operating
The company/ proprietorship concern/ registered firm/ LLP should profit (earnings before interest,
have operating profit (earnings before interest, depreciation and tax) depreciation and tax) from
from operations for 2 out of 3 latest financial years preceding the operations for 2 out of 3 latest
application date. financial years preceding the
application date.
Provided the company should have operating profit (earnings before
interest, depreciation and tax) from operations for one full financial
year preceding the application date.

For companies seeking listing where the project has been appraised
and funded by NABARD, SIDBI, Banks (other than co-operative
banks), Financial Institutions, it shall have positive operating profit
(earnings before interest, depreciation and tax) from operations in one
full preceding financial year.

Financial Year EBIDT Amount (Rs. In crores)

2023-24 31.98
2022-23 12.55
2021-22 10.23
6. Leverage ratio of the company is not more than 3:1. Relaxation may be Debt-to-Equity (D/E) Ratio:
granted to finance companies
Debt to Equity = Total Debt
Total Shareholder’s
Equity

Based on Restated Financial

Statements:

331
 A) As on 31st March 2024:

Debt to Equity = 7767.08 lakhs

8430.05 lakhs

Debt to Equity = 0.92:1

B) As on 31st March 2023:

Debt to Equity = 5,971.20 lakhs

5,865.80 lakhs

Debt to Equity = 1.02:1

7. Confirmation with respect to no regulatory action of suspension of We confirm that:
trading against the promoter(s) or companies promoted by the 1) No regulatory action of
promoters by any stock Exchange having nationwide trading suspension of trading against
terminals. the promoter(s) or companies
promoted by the promoters by
The Promoter(s) or directors shall not be promoter(s) or directors any stock Exchange having
(other than independent directors) of compulsory delisted companies nationwide trading terminals.
by the Exchange and the applicability of consequences of compulsory 2) The Promoter(s) or directors are
delisting is attracted or companies that are suspended from trading on not promoter(s) or directors
account of non-compliance. (other than independent
directors) of compulsory
Director should not be disqualified/ debarred by any of the Regulatory delisted companies by the
Authority. Exchange and the applicability
of consequences of compulsory
delisting is attracted or
companies that are suspended
from trading on account of non-
compliance.
3) Directors are not disqualified/
debarred by any of the
Regulatory Authority.
8. No pending defaults in respect of payment of interest and/or principal We confirm that there are no
to the debenture/bond/fixed deposit holders by the applicant pending defaults in respect of
company, promoters/ promoting company(ies), Subsidiary payment of interest and/or
Companies principal to the
debenture/bond/fixed deposit
holders by the applicant company,
promoters/ promoting
company(ies), Subsidiary
Companies
9. a) In case of name change within the last one year, at least 50% of the The company was converted from
revenue calculated on a restated and consolidated basis for the RAJESH POWER SERVICES
preceding 1 full financial year has been earned by it from the PRIVATE LIMITED to RAJESH
activity indicated by its new name. POWER SERVICES LIMITED and
b) The activity suggesting name should have contributed to at least fresh certificate of incorporation
50% of the revenue, calculated on a restated and consolidated was issued on June 26, 2024 by the
basis, for the preceding one full financial year.

332
 Note: Registrar of Companies,
In case of change in name in last one year Auditor certificate with Ahmedabad.
break-up of revenue to be submitted.

Other Requirements

Sr. No. Particulars Details

1. There should not be any change in the promoters of the company We confirm that there are no
in preceding one year from date of filing the application to BSE changes in promoters of the Issuer
for listing under SME segment company in preceding one year
from date of filing the application
to BSE for listing under SME
segment
2. The composition of the board should be in compliance with the We confirm that The composition
requirements of Companies Act, 2013 at the time of in-principle of the board of the issuer company
approval. is in compliance with the
requirements of Companies Act,
2013
3. The Company has not been referred to NCLT under IBC. We confirm that The Issuer
Company has not been referred to
NCLT under IBC
4. There is no winding up petition against the company, which has We confirm that There is no
been admitted by the court. winding up petition against the
Issuer company.

The entire fund requirements are to be financed from the Net Issue Proceeds, and there is no requirement to
make firm arrangements of finance under Regulation 230(1)(e) of the SEBI Regulations through verifiable
means towards at least 75% of the stated means of finance, excluding the amounts to be raised through the
Issue. For details, please refer the chapter “Objects of the Issue” on page no. 107 of this Red Herring Prospectus

Our Company confirms that it will ensure compliance with the conditions specified in Regulation 230 (2) of
the SEBI ICDR Regulations, to the extent applicable.

We further confirm that we shall be complying with all other requirements as laid down for such offer under
Chapter IX of SEBI (ICDR) Regulations, as amended from time to time and subsequent circulars and guidelines
issued by SEBI and the Stock Exchange.

DISCLAIMER CLAUSE OF SEBI

IT IS TO BE DISTINCTLY UNDERSTOOD THAT SUBMISSION OF RED HERRING PROSPECTUS TO

SECURITIES AND EXCHANGE BOARD OF INDIA (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 THE OFFER DOCUMENT. THE BOOK
RUNNING LEAD MERCHANT BANKER ISK ADVISORS PRIVATE LIMITED, HAVE CERTIFIED
THAT THE DISCLOSURES MADE IN THE OFFER DOCUMENT ARE GENERALLY ADEQUATE AND
ARE IN CONFORMITY WITH SEBI (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS)
REGULATIONS, 2018 IN FORCE FOR THE TIME BEING. THIS REQUIREMENT IS TO FACILITATE

333
INVESTORS TO TAKE AN INFORMED DECISION FOR MAKING AN INVESTMENT IN THE
PROPOSED ISSUE.

IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE THE ISSUER IS PRIMARILY

RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT
INFORMATION IN THIS RED HERRING PROSPECTUS, THE BOOK RUNNING LEAD MERCHANT
BANKER ARE EXPECTED TO EXERCISE DUE DILIGENCE TO ENSURE THAT THE COMPANY
DISCHARGES ITS RESPONSIBILITY ADEQUATELY IN THIS BEHALF AND TOWARDS THIS
PURPOSE, THE BOOK RUNNING LEAD MERCHANT BANKER, ISK ADVISORS PRIVATE LIMITED
HAVE FURNISHED TO SEBI, A DUE DILIGENCE CERTIFICATE DATED NOVEMBER 13, 2024 IN THE
FORMAT PRESCRIBED UNDER SCHEDULE V(A) OF THE SECURITIES AND EXCHANGE BOARD OF
INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018

THE FILING OF THIS RED HERRING PROSPECTUS DOES NOT, HOWEVER, ABSOLVE OUR
COMPANY FROM ANY LIABILITIES UNDER THE COMPANIES ACT, 2013 OR FROM THE
REQUIREMENT OF OBTAINING SUCH STATUTORY AND 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 BOOK RUNNING LEAD MANAGER ANY
IRREGULARITIES OR LAPSES IN THIS RED HERRING PROSPECTUS.

Note:

All legal requirements pertaining to the Issue will be complied with at the time of registration of the Red
Herring Prospectus with the RoC in terms of section 26 and 30 of the Companies Act, 2013.

Disclaimer from our Company and the Book Running Lead Manager

Our Company, the Directors and the Book Running Lead Manager accept no responsibility for statements
made otherwise than those contained in this Red Herring Prospectus or, in case of the Company, in any
advertisements or any other material issued by or at our Company’s instance and anyone placing reliance on
any other source of information would be doing so at his or her own risk.

Disclaimer in respect of Jurisdiction

This Issue is being made in India to persons resident in India including Indian nationals resident in India (who
are not minors, except through their legal guardian), Hindu Undivided Families (HUFs), companies, corporate
bodies and societies registered under the applicable laws in India and authorized to invest in shares, Mutual
Funds, Indian financial institutions, commercial banks, regional rural banks, co-operative banks (subject to RBI
permission), Trusts registered under the Societies Registration Act, 1860, as amended from time to time, or any
other trust law and who are authorised under their constitution to hold and invest in shares, permitted
insurance companies and pension funds and to non-residents including NRIs and FIIs. The Red Herring
Prospectus does not, however, constitute an offer to sell or an invitation to subscribe to Equity Shares offered
hereby in any other jurisdiction to any person to whom it is unlawful to make an offer or invitation in such
jurisdiction. Any person into whose possession the Red Herring Prospectus comes is required to inform
himself or herself about, and to observe, any such restrictions. Any dispute arising out of this issue will be
subject to the jurisdiction of appropriate court(s) in Mumbai only.

No action has been or will be taken to permit a public offering in any jurisdiction where action would be
required for that purpose. Accordingly, the Equity Shares represented thereby may not be offered or sold,
directly or indirectly, and the Red Herring Prospectus may not be distributed, in any jurisdiction, except in

334
accordance with the legal requirements applicable in such jurisdiction. Neither the delivery of the Red Herring
Prospectus nor any sale hereunder shall, under any circumstances, create any implication that there has been
any change in the affairs of our Company since the date hereof or that the information contained herein is
correct as of any time subsequent to this date.

Disclaimer Clause under Rule 144A of the U.S. Securities Act

The Equity Shares have not been and will not be registered under the U.S. Securities Act 1933, as amended (the
“Securities Act”) or any state securities laws in the United States and may not be offered or sold within the
United States or to, or for the account or benefit of, “U.S. persons” (as defined in Regulation S of the Securities
Act), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of
the Securities Act. Accordingly, the Equity Shares will be offered and sold (i) in the United States only to
“qualified institutional buyers”, as defined in Rule 144A of the Securities Act, and (ii) outside the United States
in offshore transactions in reliance on Regulation S under the Securities Act and in compliance with the
applicable laws of the jurisdiction where those offers and sales occur.

The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other
jurisdiction outside India and may not be offered or sold, and Applicants may not be made by persons in any
such jurisdiction, except in compliance with the applicable laws of such jurisdiction.

Disclaimer Clause of the BSE

"BSE Limited ("BSE") has vide its letter dated 31st October, 2024 given permission to “RAJESH POWER
SERVICES LIMITED” to use its name in the Offer Document as the Stock Exchange on whose Small and
Medium Enterprises Platform (“SME platform”) the Company’s securities are proposed to be listed. BSE has
scrutinized this offer document for its limited internal purpose of deciding on the matter of granting the
aforesaid permission to the Company. BSE does not in any manner:
i. warrant, certify or endorse the correctness or completeness of any of the contents of this offer document; or
ii. warrant that this Company’s securities will be listed on completion of Initial Public Offering or will continue
to be listed on BSE; or

iii. take any responsibility for the financial or other soundness of this Company, its promoters, its management
or any scheme or project of this Company;

iv. warrant, certify or endorse the validity, correctness or reasonableness of the price at which the equity shares
are offered by the Company and investors are informed to take the decision to invest in the equity shares of
the Company only after making their own independent enquiries, investigation and analysis. The price at
which the equity shares are offered by the Company is determined by the Company in consultation with the
Merchant Banker (s) to the issue and the Exchange has no role to play in the same and it should not for any
reason be deemed or construed that the contents of this offer document have been cleared or approved by BSE.
Every person who desires to apply for or otherwise acquire any securities of this Company may do so pursuant
to independent inquiry, investigation and analysis and shall not have any claim against BSE whatsoever by
reason of any loss which may be suffered by such person consequent to or in connection with such
subscription/acquisition whether by reason of anything stated or omitted to be stated herein or for any other
reason whatsoever.

v. be liable for any direct, indirect, consequential or other losses or damages including loss of profits incurred
by any investor or any third party that may arise from any reliance on this offer document or for the reliability,
accuracy, completeness, truthfulness or timeliness thereof.

335
vi. The Company has chosen the SME platform on its own initiative and at its own risk, and is responsible for
complying with all local laws, rules, regulations, and other statutory or regulatory requirements stipulated by
BSE/other regulatory authority. Any use of the SME platform and the related services are subject to Indian
laws and Courts exclusively situated in Mumbai”.

Listing

Application have been made to SME Platform of BSE for obtaining permission for listing of the Equity Shares
being offered and sold in the issue on its SME Platform after the allotment in the Issue. BSE is the Designated
Stock Exchange, with which the Basis of Allotment will be finalized for the Issue.

If the permission to deal in and for an official quotation of the Equity Shares on the SME Platform is not granted
by BSE, our Company shall forthwith repay, without interest, all moneys received from the applicants in
pursuance of the Red Herring Prospectus. The allotment letters shall be issued or application money shall be
refunded / unblocked within fifteen days from the closure of the Issue or such lesser time as may be specified
by Securities and Exchange Board or else the application money shall be refunded to the applicants forthwith,
failing which interest shall be due to be paid to the applicants at the rate of fifteen per cent per annum for the
delayed period as prescribed under Companies Act, 2013, the SEBI (ICDR) Regulations and other applicable
law.

Our Company shall ensure that all steps for the completion of the necessary formalities for listing and
commencement of trading at the SME Platform of BSE mentioned above are taken within 3 Working Days of
the Issue Closing Date.

The Company has obtained approval from BSE vide letter dated 31st October, 2024 to use the name of BSE in
this Offer document for listing of equity shares on SME Platform of BSE.

Consents

Consents in writing of: (a) the Directors, the Chief Financial Officer, Company Secretary & Compliance Officer
and the Statutory Auditor; and (b) the Book Running Lead Manager, Registrar to the Issue, the Legal Advisor
to the Issue, Banker to the Company, Banker to the Issue*, Market Maker and Underwriters to act in their
respective capacities, have been obtained and shall be filed along with a copy of the Red Herring Prospectus
with the RoC, as required under Section 26 of the Companies Act, 2013 and such consents shall not be
withdrawn up to the time of delivery of the Red Herring Prospectus for registration with the RoC.

*The aforesaid will be appointed prior to filing of the Red Herring Prospectus with ROC and their consents as above would
be obtained prior to the filing of the Red Herring Prospectus with ROC.

In accordance with the Companies Act, 2013 and the SEBI (ICDR) Regulations, M/S. NAIMISH N. SHAH &
CO., Chartered Accountants has provided their written consent to the inclusion of their reports dated 12th July
,2024 on Restated Financial Statements(Standalone and Consolidated) dated 07th Novermber ,2024and to the
inclusion of their reports dated 15th July ,2024 on Statement of Tax Benefits, which may be available to the
Company and its shareholders, included in this Red Herring Prospectus in the form and context in which they
appear therein and such consents and reports have not been withdrawn up to the time of filing of this Red
Herring Prospectus.

Expert Opinion

Except as stated below, our Company has not obtained any expert opinions:

336
Our Company has received written consent from the Statutory Auditor M/S. NAIMISH N. SHAH & CO.,
Chartered Accountants has to include their name as required under Section 26(1)(a)(v) of the Companies Act,
2013 in this Red Herring Prospectus and as “Expert” as defined under section 2(38) of the Companies Act, 2013
in respect of the reports on the Statement of Tax Benefits dated 15th July ,2024 , on the Restated Financial
Statements (Standalone and Consolidated) dated 07th November ,2024 and issued by them, included in this
Red Herring Prospectus and such consent has not been withdrawn as on the date of this Red Herring
Prospectus.
However, the term “expert” shall not be construed to mean an “expert” as defined under the U.S. Securities
Act.
CAPITAL ISSUE DURING THE LAST FIVE YEARS

Previous Public and Rights Issues

We have not made any rights and public issues in the past, and we are an “Unlisted Company” in terms of the
SEBI (ICDR) Regulations and this Issue is an “Initial Public Offering” in terms of the SEBI (ICDR) Regulations.

Previous Issues of Equity Shares otherwise than for Cash

Except as stated in the chapter titled “Capital Structure” beginning on page no. 74 of this Red Herring
Prospectus, we have not issued any Equity Shares for consideration other than for cash.

Commission and Brokerage Paid on Previous Issues of our Equity Shares

Since this is an Initial Public Offer of the Company, no sum has been paid or has been payable as commission
or brokerage for subscribing to or procuring or agreeing to procure subscription for any of the Equity Shares
since inception of the Company.

Capital Issues in the last three (3) years by Listed Group Companies / Subsidiaries / Associates

None of our Group Companies / Associates that are listed on any Stock Exchange has made any Capital Issue
in the last three (3) years.

We do not have any subsidiary as on date of this Red Herring Prospectus

PERFORMANCE VIS-À-VIS OBJECTS

Issuer Company

Our Company has not made any public issue (including any rights issue to the public) since its incorporation.

Listed Subsidiaries / Promoters

None of our Subsidiaries / Promoters is listed on any Stock Exchange and not made any rights and public
issues in the past five (5) years.

OUTSTANDING DEBENTURES, BONDS, REDEEMABLE PREFERENCE SHARES AND OTHER

INSTRUMENTS ISSUED BY THE COMPANY

The Company has no outstanding debentures or bonds. The Company has not issued any redeemable
preference shares or other instruments in the past.

337
Price Information of past issues handled by the Book Running Lead Manager

Sr. Issuer Issue Issue Listing Closing Price as on +/- % +/- % +/- %
No. Name Size Price Date Price date of change in change in change in
(In (Rs.) on Red closing closing closing
Cr.) Listing Herring price, [+/- price, [+/- price, [+/-
Date Prospectus % change % change % change
(In ₹ ) in closing in closing in closing
benchmark benchmark benchmark
k]- 30th k]- 90th k]- 180th
calendar calendar calendar
days from days from days from
listing listing listing
1 Advait 6.89 51 September 51.55 1731.30 + 0.98% +2.65% +1.96%
Infratech 28, 2020 (+5.11%) (+23.67%) (+29.03%)
Limited
(SME IPO)
(Now
Migrated to
main board)
2 Maruti 11.00 55 February 71.90 79.35 +7.27% +33.36% +171.73%
Interior 16, 2022 (-0.23%) (-6.34%) (+2.53%)
Products
Limited
(SME IPO)
3 Technopack 7.865 55 Nov 16, 77.70 64.73 +79.45% +95.53% +63.36%
Polymers 2022 (-1.04%) (-1.53%) (+0.59%)
Limited
(SME IPO)
4 Sealmatic 56.24 225 March 1, 236.25 585.50 -9.49% +37.58% + 164.62%
India 2023 (-0.71%) (+5.99%) (+9.40%)
Limited
(SME IPO)
5. Magson 13.74 65 July 6, 91.15 101.50 +30.77% +36.77% 84.62%,
retail and 2023 (+0.10%) (-0.31%) (11.12%)
distribution
limited
(SME IPO)
6. Sadhav 38.18 95 March 1, 141.75 145.50 +89.68% +118.89% +116.37%
Shipping 2024 (-0.05%) (+0.67%) (+12.15%)
Limited
7. Vishwas 25.80 86 April 83.6 80.50 +3.49% -16.16% -5.81%
Agri Seeds 1,2024 (+0.64%) (+6.89%) (+16.55%)
Limited
8. Sattrix 21.78 121 June 12, 157.5 177.70 +55.33% +63.55% -
Information 2024 (+5.11%) (+6.94%)
Security
Limited

338
Note:

1) The respective Designated Stock Exchange for each Issue has been considered as the Benchmark index for
each of the above Issues.
2) In the event any day falls on a holiday, the price/index of the immediately preceding working day has
been considered. If the stock was not traded on the said calendar days from the date of listing, the share
price is taken of the immediately preceding trading day.
3) Advait Infratech Limited is migrated to Main Board.
4) Maruti Interior Products Limited’s share price is after Bonus issue of 1: 1.
5) Price as on RHP is a closing price of the scripts as on 12 th November ,2024 on Designated Stock Exchange.

Summary Statement of Disclosure

FY Tot Total No. of IPOs No. of IPOs No. of IPOs No. of IPOs
al amou trading at trading at trading at trading at
No. nt of discount- 30th premium- 30th discount- 180th premium- 180th
of funds calendar calendar calendar calendar
IPO raise days from listing days from listing days from listing days from listing
’s d (Rs. Ov Betwe Les Ov Betwe Les Ov Betwe Les Ov Betwe Les
In er en 25- s er en 25- s er en 25- s er en 25- s
Lakh 50 50% tha 50 50% tha 50 50% tha 50 50% tha
s) % n % n % n % n
25 25 25 25
% % % %
202 1 688.5 - - - - - 1 - - - - - 1
0- 0
202
1
202 1 1100 - - - - - 1 - - - 1 - -
1-
202
2
202 2 6410. - - 1 1 - - - - - 2 - -
2- 6
202
3
202 2 5191. - - - 1 1 - - - - 2 - -
3- 96
24
202 2 4758. - - - 1 - 1 - - 1 - - -
4- 00
25

Track record of past issues handled by the Book Running Lead Manager

For details regarding the track record of the ISK Advisors Private Limited, as specified under Circular reference
CIR/MIRSD/1/2012 dated January 10, 2012 issued by the SEBI, please refer to the website of ISK Advisors
Private Limited at www.iskadvisors.com

339
DISPOSAL OF INVESTOR GRIEVANCES

Mechanism for Redressal of Investor Grievances

The agreement between the Registrar to the Issue and our Company provides for retention of records with the
Registrar to the Issue for a period of at least three years from the last date of dispatch of the letters of allotment
and demat credit to enable the investors to approach the Registrar to the Issue for redressal of their grievances.

The Company has appointed Bigshare Services Private Limited as the Registrar to the Issue, to handle the
investor grievances in co-ordination with the Compliance Officer of the Company. All grievances relating to
the present Issue may be addressed to the Registrar with a copy to the Compliance Officer, giving full details
such as name, address of the applicant, number of Equity Shares applied for, amount paid on application and
name of bank and branch. The Company would monitor the work of the Registrar to ensure that the investor
grievances are settled expeditiously and satisfactorily.

The Registrar to the Issue will handle investor’s grievances pertaining to the Issue. A fortnightly status report
of the complaints received and redressed by them would be forwarded to the Company. The Company would
also be co-coordinating with the Registrar to the Issue in attending to the grievances to the investor.

All grievances relating to the ASBA process may be addressed to the SCSBs, giving full details such as name,
address of the applicant, number of Equity Shares applied for, amount paid on application and the Designated
Branch of the SCSB where the Application Form was submitted by the ASBA Applicant. We estimate that the
average time required by us or the Registrar to the Issue or the SCSBs for the redressal of routine investor
grievances will be seven business days from the date of receipt of the complaint. In case of non-routine
complaints and complaints where external agencies are involved, we will seek to redress these complaints as
expeditiously as possible.

The Company shall obtain authentication on the SCORES and comply with the SEBI circular
(CIR/OIAE/1/2013) dated April 17, 2013 in relation to redressal of investor grievances through SCORES

Our Board by a resolution on July 26, 2024 constituted a Stakeholders Relationship Committee. The
composition of the Stakeholders Relationship Committee is as follows:

Name of the Member Nature of Directorship Designation in Committee

Mr. Sujit Gulati Non-Executive Independent Director Chairman
Ms. Pankti Parth Shah Non-Executive Independent Director Member
Mr. Viral Dipakbhai Ranpura Non-Executive Independnt Director Member
For further details, please see the chapter titled “Our Management” beginning on page no. 195 of this Red
Herring Prospectus.

Our Company has also appointed Ms. Jyoti Dakshesh Mochi, as the Compliance Officer for the Issue and he
may be contacted at the Registered Office of our Company
Ms. Jyoti Dakshesh Mochi
Address: 380/3, Siddhi House, Opp. Lal Bunglows,
B/H Sasuji Dinning Hall,
Off C.G. Road, Navrangpura
Ahmedabad Gujarat- 380006, India.
Tel No: +91 6358736465
Email: cs@rajeshpower.com
Website: www.rajeshpower.com

340
Investors can contact the Compliance Officer or the Registrar to the Issue or the Book Running Lead Manager
in case of any pre-Issue or post Issue related problems, such as non-receipt of letters of Allotment, credit of
Allotted Equity Shares in the respective beneficiary accounts and refund orders.

Status of Investor Complaints

We confirm that we have not received any investor compliant during the three years preceding the date of this
Red Herring Prospectus and hence there are no pending investor complaints as on the date of this Red Herring
Prospectus.

We do not have any group company or subsidiary therefore; our Group Companies and our Subsidiaries are
not listed on any stock exchange.

DISPOSAL OF INVESTOR GRIEVANCES BY LISTED COMPANIES UNDER THE SAME

MANAGEMENT
As on the date of This Red Herring Prospectus, we do not have any listed Group Companies.

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 SECTION X – ISSUE RELATED INFORMATION

TERMS OF THE ISSUE

The Equity Shares being issued are subject to the provisions of the Companies Act, SEBI (ICDR) Regulations, SEBI
Listing Regulations, SCRA, SCRR, our Memorandum and Articles of Association, the terms of this Red Herring
Prospectus, the Prospectus, the Application Form, the Revision Form, the Confirmation of Allocation Note and other
terms and conditions as may be incorporated in the allotment advices and other documents/certificates that may be
executed in respect of this Issue. The Equity Shares shall also be subject to laws as applicable, guidelines, notifications and
regulations relating to the issue of capital and listing and trading of securities issued from time to time by SEBI, the
Government of India, the Stock Exchanges, the RBI, ROC and/or other authorities, as in force on the date of the Issue and
to the extent applicable or such other conditions as may be prescribed by SEBI, RBI, the Government of India, the Stock
Exchanges, the ROC and/or any other authorities while granting its approval for the Issue.

Please note that, in accordance with the Regulation 256 of the SEBI (ICDR), Regulations, 2018 read with SEBI circular
no. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 all the Applicants has to compulsorily apply through the
ASBA Process. As an alternate payment mechanism, Unified Payments Interface (UPI) has been introduced (vide SEBI
Circular Ref: SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 1, 2018) as a payment mechanism in a phased
manner with ASBA for applications in public Issues by retail individual investors through intermediaries (Syndicate
members, Registered Stock-Brokers, Registrar and Transfer agent and Depository Participants).

Further vide the said circular Registrar to the Issue and Depository Participants have been also authorized to collect the
Application forms. Investor may visit the official website of the concerned for any information on operationalization of
this facility of form collection by the Registrar to the Issue and Depository Participants as and when the same is made
available.

Authority for the Present Issue

This Issue has been authorized by a resolution of our Board passed at their meeting held on July 10, 2024 subject
to the approval of shareholders through a special resolution to be passed pursuant to Section 62 (1) (c) of the
Companies Act, 2013. The shareholders have authorized the Issue by a special resolution in accordance with
Section 62 (1) (c) of the Companies Act, 2013 passed at the AGM of our Company held on July 13, 2024.

Ranking of Equity Shares

The Equity Shares being issued shall be subject to the provisions of the Companies Act, our Memorandum and
Articles of Association, SEBI ICDR Regulations, SCRA and shall rank pari-passu in all respects including
dividend with the existing Equity Shares including in respect of the rights to receive dividends and other
corporate benefits, if any, declared by us after the date of Allotment.

For further details, please see the section titled "Main Provisions of the Articles of Association” beginning on page
no. 395 of this Red Herring Prospectus.

Mode of Payment of Dividend

Our Company shall pay dividends, if declared, to the Shareholders in accordance with the provisions of the
Companies Act, the Memorandum and Articles of Association and provisions of the SEBI Listing Regulations
and any other guidelines or directions which may be issued by the Government in this regard. Dividends, if
any, declared by our Company after the date of Allotment (pursuant to the transfer of Equity Shares from the
Offer for Sale), will be payable to the Applicants who have been Allotted Equity Shares in the Issue, for the
entire year, in accordance with applicable laws. For further details, in relation to dividends, see “Dividend

342
Policy” and “Main Provisions of the Articles of Association” beginning on page nos. 225 and 395 of this Red Herring
Prospectus.

Face Value and Issue Price

The face value of each Equity Share is ₹ 10/- and the Issue Price at the lower end of the Price Band is ₹ 320 per
Equity Share (“Floor Price”) and at the higher end of the Price Band is ₹ 335 per Equity Share (“Cap Price”).

The Price Band and the minimum Bid Lot will be decided by our Company in consultation with the BRLM and
advertised in all editions of an English national daily newspaper, all editions of a Hindi national daily
newspaper, each with wide circulation and one regional language newspaper with wide circulation at the place
of registered office, at least two Working Days prior to the Bid/Issue Opening Date and shall be made available
to the Stock Exchange for the purpose of uploading on their websites. The Price Band, along with the relevant
financial ratios calculated at the Floor Price and at the Cap Price, shall be pre-filled in the Bid cum Application
Forms available on the websites of the Stock Exchange. The Issue Price shall be determined by our Company
in consultation with the BRLM, after the Bid/Issue Closing Date, on the basis of assessment of market demand
for the Equity Shares offered by way of Book Building Process.

At any given point of time, there shall be only one denomination of Equity Shares.

The Issue Price shall be determined by our Company in consultation with the Book Running Lead Manager
and is justified under the chapter titled “Basis of Issue Price” beginning on page 137 of this Red Herring
Prospectus.

Compliance with SEBI (ICDR) Regulations, 2018

Our Company shall comply with all requirements of the SEBI (ICDR) Regulations, 2018. Our Company shall
comply with all disclosure and accounting norms as specified by SEBI from time to time.

Compliance with Disclosure and Accounting Norms

Our Company shall comply with all disclosure and accounting norms as specified by SEBI from time to time.

Rights of the Equity Shareholders

Subject to applicable laws, rules, regulations and guidelines and the Articles of Association, the equity
shareholders shall have the following rights:

✓ Right to receive dividend, if declared;

✓ Right to receive Annual Reports and notices to members;
✓ Right to attend general meetings and exercise voting rights, unless prohibited by law;
✓ Right to vote on a poll either in person or by proxy and e-voting, in accordance with the provisions of the
Companies Act;
✓ Right to receive offer for rights shares and be allotted bonus shares, if announced;
✓ Right to receive surplus on liquidation, subject to any statutory and preferential claim being satisfied;
✓ Right of free transferability of the Equity Shares, subject to applicable laws including any RBI rules and
regulations; and
✓ Such other rights, as may be available to a shareholder of a listed Public Limited Company under the
Companies Act, terms of the listing agreements with the Stock Exchange and the Memorandum and
Articles of Association of our Company.

343
For a detailed description of the main provision of the Articles of Association of our Company relating to
voting rights, dividend, forfeiture and lien and / or consolidation / splitting, etc., please see the section titled
"Main Provisions of Articles of Association" beginning on page no. 395 of this Red Herring Prospectus.

Allotment only in Dematerialised Form

In terms of Section 29 of Companies Act, 2013, the Equity Shares shall be allotted only in dematerialised form.
As per the SEBI Regulations, the trading of the Equity Shares shall only be in dematerialised form. In this
context, two agreements have been signed among our Company, the respective Depositories and the Registrar
and Share Transfer Agent to the Issue:

1) Tripartite agreement dated April 26,2024 between our Company, NSDL and the Registrar and Share
Transfer Agent to the Issue.

2) Tripartite agreement dated June 24,2024 between our Company, CDSL and the Registrar and Share
Transfer Agent to the Issue.

Market Lot and Trading Lot

In accordance with Regulation 267 (2) of the SEBI ICDR Regulations, our Company shall ensure that the
minimum application size shall not be less than ₹ 1,00,000/- (Rupees One Lakh) per application.

Pursuant to Section 29 of the Companies Act, the Equity Shares shall be Allotted only in dematerialised form.
As per SEBI ICDR Regulations, the trading of the Equity Shares shall only be in dematerialised form. In this
context, two agreements will be signed by our Company with the respective Depositories and the Registrar to
the Issue before filing this Draft Red Herring Prospectus:
Tripartite agreement among the NSDL, our Company and Registrar to the Offer dated April 29,2024.
Tripartite agreement among the CDSL, our Company and Registrar to the Offer dated June 26,2024.

As per the provisions of the Depositories Act, 1996 & regulations made there under and Section 29 (1) of the
Companies Act, 2013, the equity shares of an issuer shall be in dematerialized form i.e. not in the form of
physical certificates, but be fungible and be represented by the statement issued through electronic mode. The
trading of the Equity Shares will happen in the minimum contract size of 400 Equity Shares and the same may
be modified by the Bombay Stock Exchange of India Limited from time to time by giving prior notice to
investors at large. Allocation and allotment of Equity Shares through this Issue will be done in multiples of 400
Equity Shares subject to a minimum allotment of 400 Equity Shares to the successful Applicants in terms of the
SEBI circular No. CIR/MRD/DSA/06/2012 dated February 21, 2012.

344
Minimum Number of Allottees

The minimum number of allottees in the Issue shall be 50 shareholders. In case, the number of prospective
allottees is less than 50, no allotment will be made pursuant to this Issue and the amounts in the ASBA Account
shall be unblocked forthwith.

Jurisdiction

Exclusive jurisdiction for the purpose of this Issue is with the competent courts / authorities in Ahmedabad,
Gujarat.

The Equity Shares have not been and will not be registered under the U.S Securities Act, 1933 or any state
securities laws in the United States, and may not be offered or sold within the United States, except pursuant
to an exemption from or in a transaction not subject to, registration requirements of the Securities Act.
Accordingly, the Equity Shares are only being offered or sold outside the United States in compliance with
Regulations under the Securities Act and the applicable laws of the jurisdictions where those offers and sales
occur.

The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other
jurisdiction outside India and may not be offered or sold, and applications may not be made by persons in any
such jurisdiction, except in compliance with the applicable laws of such jurisdiction.

Joint Holders

Where two or more persons are registered as the holders of any Equity Shares, they will be deemed to hold
such Equity Shares as joint-holders with benefits of survivorship.

Nomination Facility to Investor

In accordance with Section 72 of the Companies Act, 2013 and the rules made thereunder, the sole or first
applicant, along with other joint applicant, may nominate any one person in whom, in the event of the death
of sole applicant or in case of joint applicant, death of all the applicants, as the case may be, the Equity Shares
allotted, if any, shall vest. A person, being a nominee, entitled to the Equity Shares by reason of the death of
the original holder(s), shall in accordance with Section 72 (3) of the Companies Act, 2013, be entitled to the
same advantages to which he or she would be entitled if he or she were the registered holder of the Equity
Share(s). Where the nominee is a minor, the holder(s) may make a nomination to appoint, in accordance to
Section 72 (4) of the Companies Act, 2013, any person to become entitled to Equity Share(s) in the event of his
or her death during the minority. A nomination shall stand rescinded upon a sale of equity share(s) by the
person nominating. A buyer will be entitled to make a fresh nomination in the manner prescribed. Fresh
nomination can be made only on the prescribed form available on request at the Registered Office of our
Company or to the Registrar and Transfer Agents of our Company.

In accordance with Articles of Association of the Company, any Person who becomes a nominee by virtue of
Section 72 of the Companies Act, 2013, shall upon the production of such evidence as may be required by the
Board, elect either:

✓ to register himself or herself as the holder of the Equity Shares; or

✓ to make such transfer of the Equity Shares, as the deceased holder could have made

345
Further, the Board may at any time give notice requiring any nominee to choose either to be registered himself
or herself or to transfer the Equity Shares, and if the notice is not complied with within a period of ninety days,
the Board may thereafter withhold payment of all dividends, bonuses or other moneys payable in respect of
the Equity Shares, until the requirements of the notice have been complied with.

In case the allotment of Equity Shares is in dematerialized form, there is no need to make a separate nomination
with us. Nominations registered with the respective depository participant of the applicant would prevail. If
the investors require changing the nomination, they are requested to inform their respective depository
participant.

Withdrawal of the Issue

Our Company in consultation with the Book Running Lead Managers, reserves the right not to proceed with
the Issue at any time after the Issue Opening Date but before the Board meeting for Allotment. In such an event
our Company would issue a public notice in the newspapers, in which the pre-issue advertisements were
published, within two days of the issue Closing Date or such other time as may be prescribed by SEBI,
providing reasons for not proceeding with the Issue. The Book Running Lead Managers, through the Registrar
to the Issue, shall notify the SCSBs to unblock the bank accounts of the ASBA Applicants within one day of
receipt of such notification. Our Company shall also promptly inform the Stock Exchange on which the Equity
Shares were proposed to be listed.

Notwithstanding the foregoing, the Issue is also subject to obtaining the final listing and trading approvals of
the Stock Exchange, which our Company shall apply for after Allotment. If our Company withdraws the Issue
after the Issue Closing Date and thereafter determines that it will proceed with an IPO, our Company shall be
required to file a fresh RHP.

ISSUE PROGRAMME
An indicative timetable in respect of the Issue is set out below:

Event Indicative Date

22nd November ,2024,
Anchor open/close date
Friday
25th November ,2024,
Bid/ Issue Opening Date
Monday
27th November ,2024,
Bid/ Issue Closing Date
Wednesday
28th November ,2024,
Finalisation of Basis of Allotment with the Designated Stock Exchange
Thursday
Initiation of Allotment / Refunds / Unblocking of Funds from ASBA 29th November ,2024,
Account or UPI Id Linked Bank Account* Friday
29th November ,2024
Credit of Equity Shares to demat accounts of Allottees
Friday
2nd December, 2024
Commencement of trading of the Equity Shares on the Stock Exchange
Monday

346
Notes:
Our Company in consultation with the Book Running Lead Manager may consider participation by Anchor
Investors in accordance with the SEBI ICDR Regulations. The Anchor Investor Bidding Date shall be one
Working Day prior to the Bid/ Issue Opening Date.
In case of any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI
Mechanism) exceeding two Working Days from the Bid/Offer Closing Date for cancelled/withdrawn/deleted ASBA
Forms, the Bidder shall be compensated at a uniform rate of ₹100 per day or 15% per annum of the Bid Amount, whichever
is higher, for the entire duration of delay exceeding two Working Days from the Bid/Offer Closing Date by the
intermediary responsible for causing such delay in unblocking. The BRLMs and shall, in their sole discretion, identify
and fix the liability on such intermediary or entity responsible for such delay in unblocking. The Bidder shall be
compensated by the manner specified in the SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March
16, 2021 read with the SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021, SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 and SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2022/75
dated May 30, 2022, and the SEBI ICDR Master Circular, which for the avoidance of doubt, shall be deemed to be
incorporated in the deemed agreement of the Company with the Self Certified Syndicate Bank(s)(“SCSB”), to the extent
applicable. The processing fees for applications made by UPI Bidders using the UPI Mechanism may be released to the
remitter banks (SCSBs) only after such banks provide a written confirmation in compliance with SEBI circular no.
SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 read with SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 and SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022, SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2022/75
dated May 30, 2022 read with SEBI master circular no. SEBI/HO/CFD/PoD- 2/P/CIR/2023/00094 dated June 21, 2023,
for which the avoidance of doubt, shall be deemed to be incorporated in the deemed agreement of the Company with the
SCSBs, to the extent applicable. The processing fee for applications made by the UPI Bidders using the UPI Mechanism
may be released to the remitter banks (SCSBs) only after such banks provide a written confirmation on compliance with
SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 read with SEBI circular
no.SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 and SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 and SEBI Circular no. SEBI/HO/CFD/DIL2/P/CIR/2022/75
dated May 30, 2022 read with SEBI master circular no. SEBI/HO/MIRSD/POD-1/P/CIR/2023/70 dated May 17, 2023.

The above timetable, other than the Bid/Issue Closing Date, is indicative and does not constitute any obligation
on our Company the BRLM.
While our Company shall ensure that all steps for the completion of the necessary formalities for the listing
and commencement of trading of the Equity Shares on the Stock Exchange are taken within Three Working
Days of the Bid/Issue Closing Date or such other period as may be prescribed by the SEBI, the timetable may
be extended due to various factors, such as extension of the Bid/Issue Period by our Company in consultation
with the BRLM, revision of the Price Band or any delay in receiving the final listing and trading approval from
the Stock Exchange. The commencement of trading of the Equity Shares will be entirely at the discretion of the
Stock Exchange and in accordance with the applicable laws.

The SEBI is in the process of streamlining and reducing the post Issue timeline for initial public offerings. Any
circulars or notifications from the SEBI after the date of the Red Herring Prospectus may result in changes to
the above- mentioned timelines. Further, the Issue procedure is subject to change to any revised circulars
issued by the SEBI to this effect.

The BRLM will be required to submit reports of compliance with listing timelines and activities, identifying
non - adherence to timelines and processes and an analysis of entities responsible for the delay and the reasons
associated with it.

In terms of the UPI Circulars, in relation to the Issue, the BRLM will submit report of compliance with T+3
listing timelines and activities, identifying non-adherence to timelines and processes and an analysis of
entities responsible for the delay and the reasons associated with it.

347
Submission of Bids

Bid/Issue Period (except the Bid/Issue Closing Date)

Submission and Revision in Bids: Only between 10.00 a.m. and 5.00 p.m. (Indian Standard Time (“IST”)

Bid/Issue Closing Date

Submission and Revision in Bids: Only between 10.00 a.m. and 3.00 p.m. IST

Application Forms and any revisions to the same will be accepted only between 10.00 a.m. to 5.00 p.m. (IST)
during the Issue Period (except for the Issue Closing Date). On the Issue Closing Date, the Application Forms
will be accepted only between 10.00 a.m. to 3.00 p.m. (IST) for retail and non-retail Applicants. The time for
applying for Retail Individual Applicants on Issue Closing Date maybe extended in consultation with the
BRLM, RTA and BSE SME taking into account the total number of applications received up to the closure of
timings.

Due to the limitation of time available for uploading the Application Forms on the Issue Closing Date,
Applicants are advised to submit their applications one (1) day prior to the Issue Closing Date and, in any case,
not later than 3.00 p.m. (IST) on the Issue Closing Date. Any time mentioned in this Red Herring Prospectus is
IST.

Applicants are cautioned that, in the event a large number of Application Forms are received on the Issue
Closing Date, as is typically experienced in public issues, some Application Forms may not get uploaded due
to the lack of sufficient time. Such Application Forms that cannot be uploaded will not be considered for
allocation under this Issue. Applications will be accepted only on Working Days, i.e., Monday to Friday
(excluding any public holidays). Neither our Company nor the BRLM is liable for any failure in uploading the
Application Forms due to faults in any software/hardware system or otherwise.

In accordance with SEBI (ICDR) Regulations, QIBs and Non-Institutional Applicants are not allowed to
withdraw or lower the size of their application (in terms of the quantity of the Equity Shares or the Application
amount) at any stage. Retail Individual Applicants can revise or withdraw their Application Forms prior to the
Issue Closing Date. Allocation to Retail Individual Applicants, in this Issue will be on a proportionate basis. In
case of discrepancy in the data entered in the electronic book vis-à-vis the data contained in the physical
Application Form, for a particular Applicant, the details as per the file received from Stock may be taken as the
final data for the purpose of Allotment. In case of discrepancy in the data entered in the electronic book vis-à-
vis the data contained in the physical or electronic Application Form, for a particular ASBA Applicant, the
Registrar to the Issue shall ask the relevant SCSBs / RTAs / DPs / stock brokers, as the case may be, for the
rectified data.

In case of (i) any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through
the UPI Mechanism) for cancelled/ withdrawn/ deleted ASBA Forms, the Applicant shall be compensated at a
uniform rate of ₹ 100 per day or 15% per annum of the Application Amount, whichever is higher from the date
on which the request for cancellation/ withdrawal/ deletion is placed in the Stock Exchanges Applying
platform until the date on which the amounts are unblocked (ii) any blocking of multiple amounts for the same
ASBA Form (for amounts blocked through the UPI Mechanism), the Applicant shall be compensated at a
uniform rate ₹ 100 per day or 15% per annum of the total cumulative blocked amount except the original
application amount, whichever is higher from the date on which such multiple amounts were blocked till the
date of actual unblock; (iii) any blocking of amounts more than the Application Amount, the Applicant shall
be compensated at a uniform rate of ₹ 100 per day or 15% per annum of the difference in amount, whichever
is higher from the date on which such excess amounts were blocked till the date of actual unblock; (iv) any
delay in unblocking of non-allotted/ partially allotted Application, exceeding four Working Days from the
Issue Closing Date, the Applicant shall be compensated at a uniform rate of ₹ 100 per day or 15% per annum

348
of the Application Amount, whichever is higher for the entire duration of delay exceeding four Working Days
from the Issue Closing Date by the SCSB responsible for causing such delay in unblocking. The post Issue
BRLM shall be liable for compensating the Applicant at a uniform rate of ₹ 100 per day or 15% per annum of
the Application Amount, whichever is higher from the date of receipt of the Investor grievance until the date
on which the blocked amounts are unblocked. For the avoidance of doubt, the provisions of the SEBI circular
no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, as amended pursuant to SEBI circular no.
SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 shall be deemed to be incorporated in the deemed
agreement of the Company with the SCSBs to the extent applicable.

Minimum Subscription

The requirement for 90% minimum subscription is not applicable to Issues under chapter IX of the SEBI ICDR
Regulations.

In accordance with Regulation 260 (1) of the SEBI ICDR Regulations, our Issue shall be hundred percent
underwritten. Thus, the underwriting obligations shall be for the entire hundred percent of the Issue through
the Red Herring Prospectus and shall not be restricted to the minimum subscription level. Further, in
accordance with Regulation 267 (2) of the SEBI ICDR Regulations, our Company shall ensure that the minimum
application size shall not be less than ₹ 1,00,000 (Rupees One Lac) per application.

As per Section 39 of the Companies Act, 2013, if the minimum stated amount has not been subscribed and the
sum payable on application is not received within a period of 30 days from the date of the Red Herring
Prospectus, the application money has to be returned within such period as may be prescribed. If our Company
does not receive the 100% subscription of the issue through the issue including devolvement of Underwriter,
if any, our Company shall forthwith refund the entire subscription amount received. If there is a delay beyond
eight (8) working days after our Company becomes liable to pay the amount, our Company and every officer
in default will, on and from the expiry of this period, be jointly and severally liable to repay the money, with
interest or other penalty as prescribed under the SEBI ICDR Regulations, the Companies Act 2013 and
applicable law.

Arrangements for Disposal of Odd Lots

The trading of the Equity Shares will happen in the minimum contract size of 400 shares. However, the Market
Maker shall buy the entire shareholding of a shareholder in one lot, where value of such shareholding is less
than the minimum contract size allowed for trading on the SME Platform of BSE Limited.

Restrictions, if any, on transfer and transmission of shares or debentures and on their consolidation or
splitting

Except for the lock-in of the pre-Issue capital of our Company, Promoter’ Contribution and the public lock-in
as provided in “Capital Structure” beginning on page no.74 of this Red Herring Prospectus and except as
provided in our Articles of Association there are no restrictions on transfer of Equity Shares. Further, there are
no restrictions on the transmission of shares/debentures and on their consolidation/splitting, except as
provided in the Articles of Association. For details, see “Main Provisions of the Articles of Association” beginning
on page no.395 of this Red Herring Prospectus.

New Financial Instruments

As on the date of this Red Herring Prospectus, there are no outstanding warrants, new financial instruments
or any rights, which would entitle the shareholders of our Company, including our Promoter, to acquire or
receive any Equity Shares after the Issue.

349
Allotment of Securities in Dematerialised Form

In accordance with the SEBI ICDR Regulations, Allotment of Equity Shares to successful applicants will only
be in the dematerialized form. Applicants will not have the option of Allotment of the Equity Shares in physical
form. The Equity Shares on Allotment will be traded only on the dematerialized segment of the Stock
Exchange.

Migration to Main Board

As per the provisions of the Chapter IX of the SEBI (ICDR) Regulation, 2018, our Company may migrate to the
main board of BSE from the SME Exchange on a later date subject to the following:

If the Paid-up Capital of the company is likely to increase above Rs. 25 crores by virtue of any further issue of
capital by way of rights, preferential issue, bonus issue etc. (which has been approved by a special resolution
through postal ballot wherein the votes cast by the shareholders other than the promoter in favour of the
proposal amount to at least two times the number of votes cast by shareholders other than promoter
shareholders against the proposal and for which the company has obtained in-principal approval from the
main board), we shall have to apply to BSE for listing our shares on its Main Board subject to the fulfilment of
the eligibility criteria for listing of specified securities laid down by the Main Board.

If the Paid-up Capital of the company is more than Rs. 10 crores but below Rs. 25 crores, we may still apply for
migration to the main board if the same has been approved by a special resolution through postal ballot
wherein the votes cast by the shareholders other than the promoter in favour of the proposal amount to at least
two times the number of votes cast by shareholders other than promoter shareholders against the proposal.

Market Making

The shares offered through this Issue are proposed to be listed on the SME Platform of BSE (BSE SME), wherein
the Book Running Lead Manager to this Issue shall ensure compulsory Market Making through the registered
Market Makers of the SME Exchange for a minimum period of 3 (three) years from the date of listing on the
SME platform of BSE.

For further details of the agreement entered into between the Company, the Book Running Lead Manager and
the Market Maker please refer to section titled "General Information - Details of the Market Making
Arrangements for this Issue" on page 61 of this Red Herring Prospectus.

350
 ISSUE STRUCTURE

This Issue is being made in terms of Regulation 229(1) of Chapter IX of SEBI (ICDR) Regulations, 2018, as
amended from time to time, whereby, an issuer whose post issue paid up capital will be upto ₹ [•] lakhs, shall
issue equity shares to the public and propose to list the same on the Small and Medium Enterprise Exchange
(“SME Exchange”, in this case being the SME Platform of Bombay Stock Exchange of India Limited). For further
details regarding the salient features and terms of such an issue, please refer chapter titled “Terms of Issue”
and “Issue Procedure” on page no. 342 and 356 respectively of this Red Herring Prospectus.

This public issue comprises of upto 10,21,200 equity shares of face value of ₹10/- each for cash at a price of ₹
[●]/- per equity share including a share premium of ₹ [●]/- per equity share (the “Issue Price”) aggregating up
to ₹ [•] lakhs (“the issue”) by our Company. The Issue and the Net Issue will constitute [●]% and [●]%
respectively of the post issue paid up Equity Share Capital of the Company.

This Issue is being made by way of Book Building Process (1):

Particulars Market QIBs Non- Retail

of the Issue Maker Institutional Individual
(2) Reservation Investors
Applicants
Portion
Number of Up to 2,44,000 Not more than 22,50,000 Equity Not less than Not less than
Equity Shares Equity Shares of Shares of face value of ₹ 10 each 6,91,200 Equity 16,04,800
Available for face valueof ₹ 10 Shares of face Equity
allocation each value of Shares of face
₹ 10 each value of ₹ 10
each
Percentage of 5.09 % of the issue Not more than 50% of the Net Issue Not less than Not less than
Issue size size being available for allocation to QIB 15% ofthe Net 35%of the Net
available for Bidders. However, up to 5% of the Issue Issue
allocation Net QIB Portion may be available for
allocation proportionately to Mutual
Funds only. Mutual Funds
participating in the Mutual Fund
Portion will also be eligible for
allocation in the remaining QIB
Portion. The unsubscribed portion in
the Mutual Fund Portion will be
added to the Net QIB Portion

Up to 60.00% of the QIBPortion may

be available for allocation to Anchor
Investors and one third of the Anchor
Investors Portion shall be available
for allocation to
domestic mutual funds only.

351
Basis of Firm Allotment Proportionate as follows: Proportionate Proportionate
Allotment
(3) Up to 44,400 Equity Shares of face
value of ₹ 10 each shall be available
for allocation on a proportionate
basis to Mutual Funds only; and

Up to 22,50,000 Equity Shares of face

value of ₹ 10 each shall be available
for allocation on aproportionate basis
to all QIBs, including Mutual Funds
receiving allocation as per (a)
above
Mode of Bid Only through Only through the ASBA Through ASBA Through
the ASBA process. Process through ASBA
Process banks or by using Process
UPI ID for through banks
payment or by using UPI
ID for payment
Mode of Compulsorily in dematerialized form
Allotment
Minimum Bid 400 Equity Shares Such number of Equity Shares and in Such number of 400 Equity
Size of face value of ₹ multiples of400 Equity Shares of face Equity Shares in Shares of face
10 each in value of ₹ 10 each that the Bid multiples of 400 value of ₹ 10
multiple of 400 Amount exceeds ₹ 200,000 Equity Shares of each in multiple
Equity shares face value of of 400 Equity
₹ 10 each that Bid
Shares of face
size exceeds ₹ value of ₹ 10
200,000 each so that the
Bid Amount
does not exceed
₹ 2,00,000
Maximum Bid 400 Equity Such number of Equity Shares in Such number of Such number of
Size Shares of face multiples of 400 Equity Shares of Equity Shares in Equity Shares in
value of ₹ 10 face value of ₹ 10each not exceeding multiples of 400 multiples of 400
each the size of the Net Issue, subject to Equity Shares of Equity Shares of
applicable limits face value of face value of ₹
₹ 10 each not 10 each so that
exceeding the the Bid Amount
size of theissue does not exceed
(excluding the ₹ 2,00,000
QIB portion),
subject to limits
as applicable to
the Bidder

352
 Trading Lot 400 Equity Shares 400 Equity Shares of face valueof ₹ 10 400 Equity Shares 400 Equity
of face value of ₹ each and in multiples thereof offace value of ₹ 10 Shares of face
10 each, however, each and in value of ₹ 10each
the Market Maker multiples thereof
may accept odd
lots if any in the
market as
required under
the SEBI ICDR
Regulations
Terms of Full Bid Amount shall be blocked by the SCSBs in the bank account of the ASBA Bidder or by
Payment theSponsor Bank through the UPI Mechanism, that is specified in the ASBA Form at the time
of submission of the ASBA Form.
Mode of Bid Only through the Only through the ASBA process Only through the Only through the
ASBA process (excluding the UPI Mechanism). ASBA process ASBA process
(excluding the (including the UPI (including the
UPI Mechanism). Mechanism for a UPI Mechanism
Bid size of up to ₹
500,000)

(1) This issue is being made in terms of Chapter IX of the SEBI (ICDR) Regulations, 2018, as amended from

time to time.

(2) In terms of Rule 19(2) of the SCRR read with Regulation 252 of the SEBI (ICDR) Regulations, 2018, this is

an issue for at least 25% of the post issue paid-up Equity share capital of the Company. This issue is being

made through Book Building Process, wherein allocation to the public shall be as per Regulation 252 of the

SEBI (ICDR) Regulations.

(3) Subject to valid Bids being received at or above the issue price, under subscription, if any, in any category,

except in the QIB Portion, would be allowed to be met with spill-over from any other category or combination

264 of categories of Bidders at the discretion of our Company in consultation with the Book Running Lead

Manager and the Designated Stock Exchange, subject to applicable laws.

(4) Our Company, in consultation with the BRLM may allocate upto 60% of the QIB Portion to Anchor Investors

on a discretionary basis, in accordance with the SEBI (ICDR) Regulations, 2018, as amended. One-third of the

Anchor Investor Portion shall be reserved for domestic Mutual Funds subject to valid Bids being received from

domestic Mutual Funds at or above the Anchor Investor Price. (5) Full Bid Amount shall be payable by the

Anchor Investors at the time of submission of the Anchor Investor Application Forms provided that any

difference between the Anchor Investor Allocation Price and the Anchor Investor Issue Price shall be payable

by the Anchor Investor Pay-In Date as indicated in the CAN. For further details please refer to the section titled

“Issue Procedure” beginning on page 356 of the Red Herring Prospectus.

(5) Full Bid Amount shall be payable by the Anchor Investors at the time of submission of the Anchor Investor
Application Forms provided that any difference between the Anchor Investor Allocation Price and the Anchor
Investor Issue Price shall be payable by the Anchor Investor Pay-In Date as indicated in the CAN. For further
details please refer to the section titled “Issue Procedure” beginning on page 356 of the Red Herring Prospectus.

353
Withdrawal of the Issue

In accordance with SEBI (ICDR) Regulations, the Company, in consultation with the Book Running Lead
Manager, reserves the right to not to proceed with the Issue at any time before the Bid/Issue Opening Date,
without assigning any reason thereof.
In case, the Company wishes to withdraw the Issue after Bid/ Issue Opening but before allotment, the
Company will give public notice giving reasons for withdrawal of Issue. The public notice will appear in [●]
editions of [●] (a widely circulated English national daily newspaper), [●] editions of [●] (a widely circulated
Hindi national daily newspaper) and Marathi editions of [●] (a Marathi language newspaper with wide
circulation, Marathi being the regional language of Maharashtra, where our Registered Office is located), each
with wide circulation.
The Book Running Lead Manager, through the Registrar to the Issue, will instruct the SCSBs, to unblock the
ASBA Accounts within one Working Day from the day of receipt of such instruction. The notice of withdrawal
will be issued in the same newspapers where the pre-Issue advertisements have appeared and the Stock
Exchange will also be informed promptly. If our Company withdraws the Issue after the Bid/ Issue Closing
Date and subsequently decides to undertake a public offering of Equity Shares, our Company will file a fresh
Draft Red Herring Prospectus with the stock exchange where the Equity Shares may be proposed to be listed.
Notwithstanding the foregoing, the Issue is subject to obtaining (i) the final listing and trading approval of the
Stock Exchange, which our Company will apply for only after Allotment; and (ii) the registration of Red
Herring Prospectus with RoC.

Jurisdiction

Exclusive jurisdiction for the purpose of this Issue is with the competent courts/authorities at Mumbai,
Maharashtra.

Lot Size

SEBI vide circular CIR/MRD/DSA/06/2012 dated February 21, 2012 (the “Circular”) standardized the lot size
for Initial Public Offer proposing to list on SME exchange/platform and for the secondary market trading on
such exchange/platform, as under:

354
 Issue Price (in ₹) Lot Size (No. of shares)
Up to 14 10,000
More than 14 up to 18 8,000
More than 18 up to 25 6,000
More than 25 up to 35 4,000
More than 35 up to 50 3,000
More than 50 up to 70 2,000
More than 70 up to 90 1,600
More than 90 up to 120 1,200
More than 120 up to 150 1,000
More than 150 up to 180 800
More than 180 up to 250 600
More than 250 up to 350 400
More than 350 up to 500 300
More than 500 up to 600 240
More than 600 up to 750 200
More than 750 up to 1,000 160
Above 1,000 100

Further to the Circular, at the Initial Public Offer stage the Registrar to Issue in consultation with Book Running
Lead Managers, our Company and BSE shall ensure to finalize the basis of allotment in minimum lots and in
multiples of minimum lot size, as per the above given table. The secondary market trading lot size shall be the
same, as shall be the IPO Lot Size at the application/allotment stage, facilitating secondary market trading.

355
 ISSUE PROCEDURE

All Bidders should read the General Information Document which highlights the key rules, processes and
procedures applicable to public issues in general in accordance with the provisions of the Companies Act, the
SCRA, the SCRR and the SEBI ICDR Regulations which is part of the abridged prospectus accompanying the
Bid cum Application Form. The General Information Document is available on the websites of the Stock
Exchange and the BRLM. Please refer to the relevant provisions of the General Information Document which
are applicable to the Issue, especially in relation to the process for Bids by UPI Bidders through the UPI
Mechanism. The investors should note that the details and process provided in the General Information
Document should be read along with this section.
Additionally, all Bidders may refer to the General Information Document for information in relation to (i)
category of investors eligible to participate in the Issue; (ii) maximum and minimum Bid size; (iii) price
discovery and allocation; (iv) payment instructions for ASBA Bidders; (v)issuance of CAN and Allotment in
the Issue; (vi) general instructions (limited to instructions for completing the Bid cum Application Form); (vii)
designated date; (viii) disposal of applications; (ix) submission of Bid cum Application Form; (x) other
instructions (limited to joint bids in cases of individual, multiple bids and instances when an application would
be rejected on technical grounds); (xi) applicable provisions of the Companies Act relating to punishment for
fictitious applications; (xii) mode of making refunds; and (xiii) interest in case of delay in Allotment or refund.
SEBI vide its circular no. SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 1, 2018 read with its circular
no. SEBI/HO/CFD/DIL2/CIR/P/2019/50 dated April 3, 2019, has introduced an alternate payment mechanism
using Unified Payments Interface (“UPI”) and consequent reduction in timelines for listing in a phased
manner. From January 1, 2019, the UPI Mechanism for RIBs applying through Designated Intermediaries was
made effective along with the existing process and existing timeline of T+6 days. (“UPI Phase I”). The UPI
Phase I was effective till June 30, 2019.
With effect from July 1, 2019, SEBI vide its circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 2019,
read with circular bearing number SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019 with respect to Bids
by RIBs through Designated Intermediaries (other than SCSBs), the existing process of physical movement of
forms from such Designated Intermediaries to SCSBs for blocking of funds has been discontinued and only the
UPI Mechanism for such Bids with existing timeline of T+6 days was mandated for a period of three months
or launch of five main board public issues, whichever is later (“UPI Phase II”). Subsequently, however, SEBI
vide its circular no. SEBI/HO/CFD/DIL2/CIR/P/2020/50 dated March 30, 2020 extended the timeline for
implementation of UPI Phase II till further notice. The final reduced timeline will be made effective using the
UPI Mechanism for applications by RIBs (“UPI Phase III”), as may be prescribed by SEBI. The Issue has been
undertaken pursuant to the processes and procedures under UPI Phase II, subject to any circulars, clarification
or notification issued by the SEBI from time to time. Further, SEBI vide its circular no.
SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, as amended pursuant to SEBI circular no.
SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 and SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022, has introduced certain additional measures for
streamlining the process of initial public Issues and redressing investor grievances. This circular shall come
into force for initial public Issues opening on or after May 1, 2021 and the provisions of this circular are deemed
to form part of this Prospectus. Subsequently, SEBI vide its circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570
dated June 2, 2021 modifying the process timelines and extending the implementation timelines for certain
measures introduced by the March 16 Circular. Furthermore, pursuant to SEBI circular no.
SEBI/HO/CFD/DIL2/P/CIR/P/2022/45 dated April 5, 2022, all UPI Bidders in initial public offerings (opening
on or after May 1, 2022) whose application sizes are up to ₹ 5,00,000/- shall use the UPI Mechanism.
The processing fees for applications made by Retail Individual Bidders using the UPI Mechanism may be
released to the remitter banks (SCSBs) only after such banks provide a written confirmation on compliance

356
with SEBI Circular No: SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 02, 2021, read with SEBI Circular No:
SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021.
Our Company, the Promoter and the BRLM do not accept any responsibility for the completeness and accuracy
of the information stated in this section and General Information Document and are not liable for any
amendment, modification or change in the applicable law which may occur after the date of this Prospectus.
Bidders are advised to make their independent investigations and ensure that their Bids are submitted in
accordance with applicable laws and do not exceed the investment limits or maximum number of the Equity
Shares that can be held by them under applicable law or as specified in the Red Herring Prospectus.
Further, our Company, the Promoter and the Members of the Syndicate are not liable for any adverse
occurrences consequent to the implementation of the UPI Mechanism for application in the Issue.
BOOK BUILDING PROCEDURE:
This Issue is being made in terms of Rule 19(2)(b) of the SCRR, through the Book Building Process in accordance
with Regulation 253 of the SEBI ICDR Regulations wherein not more than 50.00% of the Issue shall be allocated
on a proportionate basis to QIBs, allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary
basis in accordance with the SEBI ICDR Regulations. Further, 5.00% of the QIB Portion shall be available for
allocation on a proportionate basis only to Mutual Funds, and spill-over from the remainder of the QIB Portion
shall be available for allocation on a proportionate basis to all QIBs, including Mutual Funds, subject to valid
Bids being received at or above the Issue Price. Further, not less than 15.00% of the Issue shall be available for
allocation on a proportionate basis to Non-Institutional Bidders and not less than 35.00% of the Issue shall be
available for allocation to Retail Individual Bidders in accordance with the SEBI ICDR Regulations, subject to
valid Bids being received at or above the Issue Price.
Under-subscription, if any, in any category, except in the QIB Portion, would be allowed to be met with spill
over from any other category or combination of categories of Bidders at the discretion of our Company, in
consultation with the BRLM and the Designated Stock Exchange subject to receipt of valid Bids received at or
above the Issue Price. Under- subscription, if any, in the QIB Portion, would not be allowed to be met with
spill-over from any other category or a combination of categories.
The Equity Shares, on Allotment, shall be traded only in the dematerialized segment of the Stock Exchange.
Investors should note that the Equity Shares will be allotted to all successful Bidders only in dematerialised
form. The Bid cum Application Forms which do not have the details of the Bidders’ depository account,
including DP ID, Client ID, the PAN and UPI ID, for RIBs Bidding in the Retail Portion using the UPI
Mechanism, shall be treated as incomplete and will be rejected. Bidders will not have the option of being
allotted Equity Shares in physical form. However, they may get their Equity Shares rematerialized
subsequent to allotment of the Equity Shares in the Issue, subject to applicable laws.

AVAILABILITY OF PROSPECTUS AND APPLICATION FORMS

The Memorandum containing the salient features of the Red Herring Prospectus together with the Application
Forms and copies of the Red Herring Prospectus may be obtained from the Registered Office of our Company,
from the Registered Office of the Book Running Lead Manager to the Issue, Registrar to the Issue as mentioned
in the Application form. The application forms may also be downloaded from the website of Bombay Stock
Exchange of India Limited (www.bseindia.com) Applicants shall only use the specified Application Form for
the purpose of making an Application in terms of the Red Herring Prospectus. All the applicants shall have to
apply only through the ASBA process. ASBA Applicants shall submit an Application Form either in physical
or electronic form to the SCSBs authorizing blocking of funds that are available in the bank account specified
in the Application Form. Applicants shall only use the specified Application Form for the purpose of making
an Application in terms of this Prospectus. The Application Form shall contain space for indicating number of
specified securities subscribed for in demat form.

Phased implementation of Unified Payments Interface

357
Our Issue will be undertaken under Phase III.
SEBI has issued UPI Circulars in relation to streamlining the process of public issue of equity shares and
convertibles. Pursuant to the UPI Circulars, UPI has been introduced in a phased manner as a payment
mechanism (in addition to mechanism of blocking funds in the account maintained with SCSBs under ASBA)
for applications by RIIs through intermediaries with the objective to reduce the time duration from public issue
closure to listing from six Working Days to upto three Working Days. Considering the time required for
making necessary changes to the systems and to ensure complete and smooth transition to the UPI Mechanism,
the UPI Circulars proposes to introduce and implement the UPI Mechanism in three phases in the following
manner:
a) Phase I: This phase was applicable from January 01, 2019 and lasted till June 30, 2019. Under this phase,
a Retail Individual Bidder, besides the modes of Bidding available prior to the UPI Circulars, also had
the option to submit the Bid cum Application Form with any of the intermediary and use his / her UPI
ID for the purpose of blocking of funds. The time duration from public issue closure to listing continued
to be six Working Days.
b) Phase II: This phase has commenced with effect from July 01, 2019 and will continue for a period of three
months or floating of five main board public issues, whichever is later. Under this phase, submission of
the Bid cum Application Form by a Retail Individual Investor through intermediaries to SCSBs for
blocking of funds has been discontinued and has been replaced by the UPI Mechanism. However, the
time duration from public issue closure to listing continues to be six Working Days during this phase.
SEBI vide its circular no. SEBI/HO/CFD/DIL2/CIR/P/2020/50 dated March 30, 2020 extended the timeline
for implementation of UPI Phase II till further notice.
c) Phase III: Subsequently, the time duration from public issue closure to listing would be reduced to be
three Working Days.
d) SEBI pursuant to its circular bearing reference number SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated
August 9, 2023 has reduced the time taken for listing of specified securities after the closure of public
issue to 3 working days (T+3 days) as against the present requirement of 6 working days (T+6 days); ‘T’
being issue closing date. The provisions of this circular shall be applicable, on voluntary basis for public
issues opening on or after September 1, 2023 and on mandatory basis for public issues opening on or
after December 1, 2023. Our Company may choose to close this Issue within three (03) working days, in
accordance with the timeline provided under the aforementioned circular.
Pursuant to the UPI Circular, SEBI has set out specific requirements for redressal of investor grievances for
applications that have been made through the UPI Mechanism. The requirements of the UPI Circular include,
appointment of a nodal officer by the SCSB and submission of their details to SEBI, the requirement for SCSBs
to send SMS alerts for the blocking and unblocking of UPI mandates, the requirement for the Registrar to
submit details of cancelled, withdrawn or deleted applications, and the requirement for the bank accounts of
unsuccessful Bidders to be unblocked not later than one day from the date on which the Basis of Allotment is
finalized. Failure to unblock the accounts within the timeline would result in the SCSBs being penalised under
the relevant securities law. Additionally, if there is any delay in the redressal of investors complaints in this
regard, the relevant SCSB as well as the post – Issue BRLM will be required to compensate the concerned
investor.

All SCSBs offering the facility of making applications in public issues shall also provide the facility to make
application using UPI. The Company will be required to appoint one of the SCSBs as a Sponsor Bank to act as
a conduit between the Stock Exchanges and NPCI in order to facilitate collection of requests and/ or payment
instructions of the Retail Individual Bidders using the UPI.
The processing fees for applications made by Retail Individual Bidders using the UPI Mechanism may be
released to the remitter banks (SCSBs) only after such banks provide a written confirmation on compliance

358
with SEBI Circular No: SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 read with SEBI Circular No:
SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021.
For further details, refer to the “General Information Document” available on the websites of the Stock
Exchange and the BRLM.
Bid cum Application Form
Copies of the Bid cum Application Form and the abridged prospectus will be available with the Designated
Intermediaries at the Bidding Centres, and our Registered and Corporate Office. An electronic copy of the Bid
cum Application Form will also be available for download on the website of Bombay Stock Exchange of India
Limited (www.bseindia.com) at least one day prior to the Bid/Issue Opening Date.
All Bidders shall mandatorily participate in the Issue only through the ASBA process. The RIs Bidding in the
Retail Portion can additionally Bid through the UPI Mechanism.
RIBs Bidding in the Retail Portion using the UPI Mechanism must provide the valid UPI ID in the relevant
space provided in the Bid cum Application Form and the Bid cum Application Form that does not contain the
UPI ID are liable to be rejected.
ASBA Bidders (other than RIBs using UPI Mechanism) must provide bank account details and authorization
to block funds in their respective ASBA Accounts in the relevant space provided in the ASBA Form and the
ASBA Forms that do not contain such details are liable to be rejected.
ASBA Bidders shall ensure that the Bids are made on ASBA Forms bearing the stamp of the Designated
Intermediary, submitted at the Bidding Centres only (except in case of electronic ASBA Forms) and the ASBA
Forms not bearing such specified stamp are liable to be rejected. RIBs Bidding in the Retail Portion using UPI
Mechanism, may submit their ASBA Forms, including details of their UPI IDs, with the Syndicate, Sub-
Syndicate members, Registered Brokers, RTAs or CDPs. RIBs authorizing an SCSB to block the Bid Amount in
the ASBA Account may submit their ASBA Forms with the SCSBs. ASBA Bidders must ensure that the ASBA
Account has sufficient credit balance such that an amount equivalent to the full Bid Amount can be blocked
by the SCSB or the Sponsor Bank, as applicable at the time of submitting the Bid.
The prescribed colour of the Application Form for various categories is as follows:

Category Colour of Application

Form*
Anchor Investor** White
Resident Indians, including resident QIBs, Non-Institutional Investors, Retail White
Individual Investors and Eligible NRIs applying on a non-repatriation basis
Non-Residents including Eligible NRIs, FII’s, FVCIs etc. applying on a repatriation Blue
basis
Note: Electronic Bid Cum Application Forms will also be available for download on the website of the Bombay Stock
Exchange of India Limited (www.bseindia.com).
** Bid cum application for Anchor Investor shall be made available at the Office of the BRLM.
Designated Intermediaries (other than SCSBs) after accepting Bid Cum Application Form submitted by
RIIs (without using UPI for payment), NIIs and QIBs shall capture and upload the relevant details in the
electronic bidding system of stock exchange(s) and shall submit/deliver the Bid Cum Application Forms to
respective SCSBs where the Bidders has a bank account and shall not submit it to any non-SCSB Bank.
Further, for applications submitted to designated intermediaries (other than SCSBs), with use of UPI for
payment, after accepting the Bid Cum Application Form, respective intermediary shall capture and upload
the relevant application details, including UPI ID, in the electronic bidding system of stock exchange(s).

359
Bidders shall only use the specified Bid Cum Application Form for making an Application in terms of the
Red Herring Prospectus.
The Bid Cum Application Form shall contain information about the Bidder and the price and the number
of Equity Shares that the Bidders wish to apply for. Bid Cum Application Forms downloaded and printed
from the websites of the Stock Exchange shall bear a system generated unique application number. Bidders
are required to ensure that the ASBA Account has sufficient credit balance as an amount equivalent to the
full Application Amount can be blocked by the SCSB or Sponsor Bank at the time of submitting the
Application.
An Investor, intending to subscribe to this Issue, shall submit a completed Bid Cum Application Form to
any of the following intermediaries (Collectively called – Designated Intermediaries”)

Sr. No. Designated Intermediaries

1. An SCSB, with whom the bank account to be blocked, is maintained
2. A syndicate member (or sub-syndicate member)
3. A stock broker registered with a recognized stock exchange (and whose name is mentioned on the
website of the stock exchange as eligible for this activity) (‘broker’)
4. A depository participant (‘DP’) (whose name is mentioned on the website of the stock exchange as
eligible for this activity)
5. A registrar to an Issue and share transfer agent (‘RTA’) (whose name is mentioned on the website of
the stock exchange as eligible for this activity)
Retails investors submitting application with any of the entities at (ii) to (v) above (hereinafter referred as
“Intermediaries”), and intending to use UPI, shall also enter their UPI ID in the Bid Cum Application Form.
The aforesaid intermediary shall, at the time of receipt of application, give an acknowledgement to investor, by giving the
counter foil or specifying the application number to the investor, as a proof of having accepted the Bid Cum Application
Form, in physical or electronic mode, respectively.
The upload of the details in the electronic bidding system of stock exchange will be done by:

For Applications After accepting the form, SCSB shall capture and upload the relevant details in the
submitted by electronic bidding system as specified by the stock exchange and may begin blocking
Investors to SCSB: funds available in the bank account specified in the form, to the extent of the application
money specified.

For applications After accepting the Bid Cum Application Form, respective Intermediary shall capture and
submitted by upload the relevant details in the electronic bidding system of the stock exchange. Post
investors to uploading, they shall forward a schedule as per prescribed format along with the Bid
intermediaries Cum Application Forms to designated branches of the respective SCSBs for blocking of
other than SCSBs: funds within one day of closure of Issue.

For applications After accepting the Bid Cum Application Form, respective intermediary shall capture and
submitted by upload the relevant application details, including UPI ID, in the electronic bidding system
investors to of stock exchange. Stock exchange shall share application details including the UPI ID
intermediaries with sponsor bank on a continuous basis, to enable sponsor bank to initiate mandate
other than SCSBs request on investors for blocking of funds. Sponsor bank shall initiate request for blocking
with use of UPI for of funds through NPCI to investor. Investor to accept mandate request for blocking of
payment: funds, on his/her mobile application, associated with UPI ID linked bank account.

Stock exchange shall validate the electronic bid details with depository’s records for DP ID/Client ID and
PAN, on a real-time basis and bring the inconsistencies to the notice of intermediaries concerned, for
rectification and re- submission within the time specified by stock exchange.

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Stock exchange shall allow modification of selected fields viz. DP ID/Client ID or Pan ID (Either DP
ID/Client ID or Pan ID can be modified but not BOTH), Bank code and Location code, in the bid details
already uploaded.
Upon completion and submission of the Bid Cum Application Form to Application Collecting intermediaries,
the Bidders are deemed to have authorized our Company to make the necessary changes in the Red Herring
Prospectus, without prior or subsequent notice of such changes to the Bidders.
For RIBs using UPI Mechanism, the Stock Exchange shall share the Bid details (including UPI ID) with the
Sponsor Bank on a continuous basis to enable the Sponsor Bank to initiate UPI Mandate Request to RIBs for
blocking of funds. The Sponsor Bank shall initiate request for blocking of funds through NPCI to RIBs, who
shall accept the UPI Mandate Request for blocking of funds on their respective mobile applications associated
with UPI ID linked bank account. For all pending UPI Mandate Requests, the Sponsor Bank shall initiate
requests for blocking of funds in the ASBA Accounts of relevant Bidders with a confirmation cut-off time of
12:00 pm on the first Working Day after the Bid/ Issue Closing Date (“Cut- Off Time”). Accordingly, RIBs
should accept UPI Mandate Requests for blocking off funds prior to the Cut- Off Time and all pending UPI
Mandate Requests at the Cut-Off Time shall lapse. The NPCI shall maintain an audit trail for every bid entered
in the Stock Exchange bidding platform, and the liability to compensate RIBs (using the UPI Mechanism) in
case of failed transactions shall be with the concerned entity (i.e. the Sponsor Bank, NPCI or the bankers to an
issue) at whose end the lifecycle of the transaction has come to a halt. The NPCI shall share the audit trail of
all disputed transactions/ investor complaints to the Sponsor Banks and the bankers to an issue. The BRLM
shall also be required to obtain the audit trail from the Sponsor Banks and the Bankers to the Issue for analysing
the same and fixing liability.
WHO CAN BID?
Each Bidder should check whether it is eligible to apply under applicable law, rules, regulations, guidelines
and policies. Furthermore, certain categories of Bidders, such as NRIs, FPIs and FVCIs may not be allowed
to apply in the Issue or to hold Equity Shares, in excess of certain limits specified under applicable law.
Bidders are requested to refer to the RHP for more details.
Subject to the above, an illustrative list of Bidders is as follows:
a) Indian nationals’ resident in India who are not incompetent to contract under the Indian Contract Act,
1872, as amended, in single or as a joint application and minors having valid Demat account as per
Demographic Details provided by the Depositories. Furthermore, based on the information provided
by the Depositories, our Company shall have the right to accept the Applications belonging to an
account for the benefit of minor (under guardianship);
b) Hindu Undivided Families or HUFs, in the individual name of the Karta. The Bidder should specify
that the application is being made in the name of the HUF in the Bid Cum Application Form as follows:
―Name of Sole or First Bidder: XYZ Hindu Undivided Family applying through XYZ, where XYZ
is the name of the Karta. Applications by HUFs would be considered at par with those from
individuals;
c) Companies, corporate bodies and societies registered under the applicable laws in India and
authorized to invest in the Equity Shares under their respective constitutional and charter documents;
d) Mutual Funds registered with SEBI;
e) Eligible NRIs on a repatriation basis or on a non-repatriation basis, subject to applicable laws. NRIs other
than EligibleNRIs are not eligible to participate in this Issue;
f) Indian Financial Institutions, scheduled commercial banks, regional rural banks, co-operative banks
(subject to RBI permission, and the SEBI Regulations and other laws, as applicable);
g) FPIs other than Category III FPI; VCFs and FVCIs registered with SEBI;

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h) Limited Liability Partnerships (LLPs) registered in India and authorized to invest in equity shares;
i) Sub-accounts of FIIs registered with SEBI, which are foreign corporate or foreign individuals only
under the Non- Institutional Bidder ‘s category;
j) Venture Capital Funds and Alternative Investment Fund (I) registered with SEBI; State Industrial
Development Corporations;
k) Foreign Venture Capital Investors registered with the SEBI;
l) Trusts/societies registered under the Societies Registration Act, 1860, as amended, or under any other
law relating toTrusts and who are authorized under their constitution to hold and invest in equity
shares;
m) Scientific and/or Industrial Research Organizations authorized to invest in equity shares;
n) Insurance Companies registered with Insurance Regulatory and Development Authority, India;
o) Provident Funds with minimum corpus of ₹ 25 Crores and who are authorized under their constitution
to hold and invest in equity shares;
p) Pension Funds and Pension Funds with minimum corpus of ₹ 25 Crores and who are authorized under
their constitution to hold and invest in equity shares;
q) National Investment Fund set up by Resolution no. F. No. 2/3/2005-DDII dated November 23, 2005 of
Government of India published in the Gazette of India;
r) Multilateral and bilateral development financial institution;
s) Eligible QFIs;
t) Insurance funds set up and managed by army, navy or air force of the Union of India;
u) Insurance funds set up and managed by the Department of Posts, India;
v) Any other person eligible to apply in this Issue, under the laws, rules, regulations, guidelines and
policies applicableto them.

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APPLICATIONS NOT TO BE MADE BY:
1. Minors (except through their Guardians)
2. Partnership firms or their nominations
3. Foreign Nationals (except NRIs)
4. Overseas Corporate Bodies
As per the existing regulations, OCBs are not eligible to participate in this Issue. 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 under the adverse notice of the RBI are permitted to undertake fresh investments
as 138 incorporated non- resident entities in terms of Regulation 5(1) of RBI Notification No.20/2000-RB
dated May 3, 2000 under FDI Scheme with the prior approval of Government if the investment is through
Government Route and with the prior approval of RBI if the investment is through Automatic Route on
case by case basis. OCBs may invest in this Issue provided it obtains a prior approval from the RBI. On
submission of such approval along with the Bid Cum Application Form, the OCB shall be eligible to be
considered for share allocation.
MAXIMUM AND MINIMUM APPLICATION SIZE
1. For Retail Individual Bidders
The Application must be for a minimum of 400 Equity Shares and in multiples of 400 Equity Shares
thereafter, so as to ensure that the Application Price payable by the Bidder does not exceed ₹ 2,00,000.
In case of revision of Applications, the Retail Individual Bidders have to ensure that the Application
Price does not exceed ₹ 2,00,000.
2. For Other than Retail Individual Bidders (Non-Institutional Applicants and QIBs):
The Application must be for a minimum of such number of Equity Shares that the Application Amount
exceeds ₹ 2,00,000 and in multiples of 400 Equity Shares thereafter. An application cannot be submitted
for more than the Net Issue Size. However, the maximum Application by a QIB investor should not
exceed the investment limits prescribed for them by applicable laws. Under existing SEBI Regulations,
a QIB Bidder cannot withdraw its Application after the Issue Closing Date and is required to pay 100%
QIB Margin upon submission of Application.
In case of revision in Applications, the Non-Institutional Bidders, who are individuals, have to ensure
that the Application Amount is greater than ₹ 2,00,000 for being considered for allocation in the Non-
Institutional Portion.
Bidders are advised to ensure that any single Application from them does not exceed the investment
limits or maximum number of Equity Shares that can be held by them under applicable law or regulation
or as specified in this Red Herring Prospectus.
The above information is given for the benefit of the Bidders. The Company and the BRLM are not liable
for any amendments or modification or changes in applicable laws or regulations, which may occur after
the date of this Red Herring Prospectus. Bidders 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.
METHOD OF BIDDING PROCESS
Our Company, in consultation with the BRLM will decide the Price Band and the minimum Bid lot size for
the Issue and the same shall be advertised in all editions [●], a an English national daily newspaper and all
editions of [●], a Hindi national daily newspaper and all editions of Gujarati Language being the regional
language of Gujarat, where our Registered Office is situated) each with wide circulation) at least two
Working Days prior to the Bid / Issue Opening Date. The BRLM and the SCSBs shall accept Bids from the

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Bidders during the Bid / Issue Period.
a) The Bid / Issue Period shall be for a minimum of three Working Days and shall not exceed 10 Working
Days. The Bid/ Issue Period maybe extended, if required, by an additional three Working Days, subject
to the total Bid/ Issue Period not exceeding 10 Working Days. Any revision in the Price Band and the
revised Bid / Issue Period, if applicable, will be published in all editions [●], an English national daily
newspaper and all editions of [●], a Hindi national daily newspaper and all editions of Gujarati
Language being the regional language of Gujarat, where our Registered Office is situated) each with
wide circulation) and also by indicating the change on the website of the Book Running Lead Manager.
b) Each Bid cum Application Form will give the Bidder the choice to Bid for up to three optional prices (for
details refer to the paragraph titled “Bids at Different Price Levels and Revision of Bids” below) within
the Price Band and specify the demand (i.e., the number of Equity Shares Bid for) in each option. The
price and demand options submitted by the Bidder in the Bid cum Application Form will be treated as
optional demands from the Bidder and will not be cumulated. After determination of the Issue Price,
the maximum number of Equity Shares Bid for by a Bidder/Applicant at or above the Issue Price will be
considered for allocation/Allotment and the rest of the Bid(s), irrespective of the Bid Amount, will
become automatically invalid.
c) The Bidder / Applicant cannot Bid through another Bid cum Application Form after Bids through one
Bid cum Application Form have been submitted to a BRLM or the SCSBs. Submission of a second Bid
cum Application Form to either the same or to another BRLM or SCSB will be treated as multiple Bid
and is liable to be rejected either before entering the Bid into the electronic bidding system, or at any
point of time prior to the allocation or Allotment of Equity Shares in this Issue. However, the Bidder can
revise the Bid through the Revision Form, the procedure for which is detailed under the paragraph
“Buildup of the Book and Revision of Bids”.
d) The BRLM/the SCSBs will enter each Bid option into the electronic bidding system as a separate Bid and
generate a Transaction Registration Slip, (“TRS”), for each price and demand option and give the same
to the Bidder. Therefore, a Bidder can receive up to three TRSs for each Bid cum Application Form.
e) Upon receipt of the Bid cum Application Form, submitted whether in physical or electronic mode, the
Designated Branch of the SCSB shall verify if sufficient funds equal to the Bid Amount are available in
the ASBA Account, as mentioned in the Bid cum Application Form, prior to uploading such Bids with
the Stock Exchange.
f) If sufficient funds are not available in the ASBA Account, the Designated Branch of the SCSB shall reject
such Bids and shall not upload such Bids with the Stock Exchange.
g) If sufficient funds are available in the ASBA Account, the SCSB shall block an amount equivalent to the
Bid Amount mentioned in the Bid cum Application Form and will enter each Bid option into the
electronic bidding system as a separate Bid and generate a TRS for each price and demand option. The
TRS shall be furnished to the ASBA Bidder on request.
h) The Bid Amount shall remain blocked in the aforesaid ASBA Account until finalization of the Basis of
Allotment and consequent transfer of the Bid Amount against the Allotted Equity Shares to the Public
Issue Account, or until withdrawal/failure of the Issue or until withdrawal/rejection of the Bid cum
Application Form, as the case may be. Once the Basis of Allotment is finalized, the Registrar to the Issue
shall send an appropriate request to the SCSB for unblocking the relevant ASBA Accounts and for
transferring the amount allocable to the successful Bidders to the Public Issue Account. In case of
withdrawal/failure of the Issue, the blocked amount shall be unblocked on receipt of such information
from the Registrar to the Issue.

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BIDS AT DIFFERENT PRICE LEVELS AND REVISION OF BIDS
a. Our Company in consultation with the BRLM, and without the prior approval of, or intimation, to the
Bidders, reserves the right to revise the Price Band during the Bid/ Issue Period, provided that the Cap
Price shall be less than or equal to 120% of the Floor Price and the Floor Price shall not be less than the
face value of the Equity Shares. The revision in Price Band shall not exceed 20% on the either side i.e.
the floor price can move up or down to the extent of 20% of the floor price disclosed. If the revised
price band decided, falls within two different price bands than the minimum application lot size shall
be decided based on the price band in which the higher price falls into.
b. Our Company in consultation with the BRLM, will finalize the Issue Price within the Price Band,
without the prior approval of, or intimation, to the Bidders.
c. The Bidders can Bid at any price within the Price Band. The Bidder has to Bid for the desired number
of Equity Shares at a specific price. Retail Individual Bidders may Bid at the Cut-off Price. However,
bidding at the Cut-off Price is prohibited for QIB and Non-Institutional Bidders and such Bids from
QIB and Non-Institutional Bidders shall be rejected.
d. Retail Individual Bidders, who Bid at Cut-off Price agree that they shall purchase the Equity Shares at
any price within the Price Band. Retail Individual Bidders shall submit the Bid cum Application Form
along with a cheque/demand draft for the Bid Amount based on the Cap Price with the Syndicate. In
case of ASBA Bidders (excluding Non-Institutional Bidders and QIB Bidders) bidding at Cut-off Price,
the ASBA Bidders shall instruct the SCSBs to block an amount based on the Cap Price.
Participation by Associates /Affiliates of BRLM and the Syndicate Members
The BRLM and the Syndicate Members, if any, shall not be allowed to purchase in this Issue in any
manner, except towards fulfilling their underwriting obligations. However, the associates and affiliates
of the BRLM and the Syndicate Members, if any, may subscribe the Equity Shares in the Issue, either in
the QIB Category or in the Non- Institutional Category as may be applicable to such Bidders, where the
allocation is on a proportionate basis and such subscription may be on their own account or on behalf of
their clients.
Option to Subscribe in the Issue

a. As per Section 29(1) of the Companies Act 2013, allotment of Equity Shares shall be made in
dematerialized form only. Investors will not have the option of getting allotment of specified securities
in physical form.
b. The Equity Shares, on allotment, shall be traded on the Stock Exchange in demat segment only.
c. A single application from any investor shall not exceed the investment limit/minimum number of
Equity Shares that can be held by him/her/it under the relevant regulations/statutory guidelines and
applicable law.
Information for the Bidders:
1. Our Company and the Book Running Lead Manager shall declare the Issue Opening Date and Issue
Closing Date in the Red Herring Prospectus to be registered with the RoC and also publish the same in
all editions [●], an English national daily newspaper and all editions of [●], a Hindi national daily
newspaper and all editions of Gujarati Language being the regional language of Gujarat, where our
Registered Office is situated) each with wide circulation). This advertisement shall be in prescribed
format.
2. Our Company will file the Red Herring Prospectus with the RoC at least 3 (three) days before the Issue
Opening Date.
3. Copies of the Bid Cum Application Form along with Abridge Prospectus and copies of the Red Herring

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 Prospectus will be available with the, the Book Running Lead Manager, the Registrar to the Issue, and
at the Registered Office of our Company. Electronic Bid Cum Application Forms will also be available
on the websites of the Stock Exchange.
4. Any Bidder who would like to obtain the Red Herring Prospectus and/ or the Bid Cum Application
Form can obtain the same from our Registered Office.
5. Bidders who are interested in subscribing for the Equity Shares should approach Designated
Intermediaries to register their applications.
6. Bid Cum Application Forms submitted directly to the SCSBs should bear the stamp of the SCSBs and/or
the Designated Branch, or the respective Designated Intermediaries. Bid Cum Application Form
submitted by Applicants whose beneficiary account is inactive shall be rejected.
7. The Bid Cum Application Form can be submitted either in physical or electronic mode, to the SCSBs
with whom the ASBA Account is maintained, or other Designated Intermediaries (Other than SCSBs).
SCSBs may provide the electronic mode of collecting either through an internet enabled collecting and
banking facility or such other secured, electronically enabled mechanism for applying and blocking
funds in the ASBA Account. The Retail Individual Applicants has to apply only through UPI Channel,
they have to provide the UPI ID and validate the blocking of the funds and such Bid Cum Application
Forms that do not contain such details are liable to be rejected.
8. Bidders applying directly through the SCSBs should ensure that the Bid Cum Application Form is
submitted to a Designated Branch of SCSB, where the ASBA Account is maintained. Applications
submitted directly to the SCSB’s or other Designated Intermediaries (Other than SCSBs), the relevant
SCSB, shall block an amount in the ASBA Account equal to the Application Amount specified in the
Bid Cum Application Form, before entering the ASBA application into the electronic system.
9. Except for applications by or on behalf of the Central or State Government and the Officials appointed
by the courts and by investors residing in the State of Sikkim, the Bidders, or in the case of application
in joint names, the first Bidder (the first name under which the beneficiary account is held), should
mention his/her PAN allotted under the Income Tax Act. In accordance with the SEBI Regulations, the
PAN would be the sole identification number for participating transacting in the securities market,
irrespective of the amount of transaction. Any Bid Cum Application Form without PAN is liable to be
rejected. The demat accounts of Bidders for whom PAN details have not been verified, excluding
person resident in the State of Sikkim or persons who may be exempted from specifying their PAN for
transacting in the securities market, shall be “suspended for credit” and no credit of Equity Shares
pursuant to the Issue will be made into the accounts of such Bidders.
10. The Bidders may note that in case the PAN, the DP ID and Client ID mentioned in the Bid Cum
Application Form and entered into the electronic collecting system of the Stock Exchange Designated
Intermediaries do not match with PAN, the DP ID and Client ID available in the Depository database,
the Bid Cum Application Form is liable to be rejected.
BIDS BY HUFS
Bids by Hindu Undivided Families or HUFs should be made in the individual name of the Karta. The Bidder
should specify that the Bid is being made in the name of the HUF in the Bid cum Application
Form/Application Form as follows: “Name of sole or first Bidder: XYZ Hindu Undivided Family applying
through XYZ, where XYZ is the name of the Karta”. Bids/Applications by HUFs will be considered at par
with Bids/Applications from individuals.
BIDS BY MUTUAL FUNDS
With respect to Bids by Mutual Funds, a certified copy of their SEBI registration certificate must be lodged
along with the Bid cum Application Form. Failing this, our Company, in consultation with the BRLM, reserve
the right to reject any Bid without assigning any reason thereof.

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Bids made by asset management companies or custodians of Mutual Funds shall specifically state names of
the concerned schemes for which such Bids are made.
In case of a Mutual Fund, a separate Bid can be made in respect of each scheme of the Mutual Fund registered
with SEBI and such Bids in respect of more than one scheme of the Mutual Fund will not be treated as
multiple Bids provided that the Bids clearly indicate the scheme concerned for which the Bid has been made.
No Mutual Fund scheme shall invest more than 10.00% of its net asset value in equity shares or equity related
instruments of any single company provided that the limit of 10.00% shall not be applicable for investments
in case of index funds or sector or industry specific schemes. No Mutual Fund under all its schemes should
own more than 10.00% of any company’s paid-up share capital carrying voting rights.
BIDS BY ELIGIBLE NRIS
Eligible NRIs may obtain copies of Bid cum Application Form from the Designated Intermediaries. Only
Bids accompanied by payment in Indian Rupees or freely convertible foreign exchange will be considered
for Allotment. Eligible NRI Bidders bidding on a repatriation basis by using the Non-Resident Forms should
authorize their SCSB (if they are Bidding directly through the SCSB) or confirm or accept the UPI Mandate
Request (in case of Bidding through the UPI Mechanism) to block their Non-Resident External (“NRE”)
accounts, or Foreign Currency Non-Resident (“FCNR”) Accounts, and eligible NRI Bidders bidding on a
non- repatriation basis by using Resident Forms should authorize their SCSB (if they are Bidding directly
through SCSB) or confirm or accept the UPI Mandate Request (in case of Bidding through the UPI
Mechanism) to block their Non-Resident Ordinary (“NRO”) accounts for the full Bid Amount, at the time of
the submission of the Bid cum Application Form. Participation of Eligible NRIs in the Issue shall be subject
to the FEMA Rules.
In accordance with the Consolidated FDI Policy, the total holding by any individual NRI, on a repatriation
or non- repatriation basis, shall not exceed 5.00% of the total paid-up equity capital on a fully diluted basis
or shall not exceed 5.00% 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, on a
repatriation or non- repatriation basis, shall 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 warrant. Provided that the aggregate ceiling of 10.00% may be raised to 24.00% if a special resolution
to that effect is passed by the general body of the Indian company.
NRIs will be permitted to apply in the Issue through Channel I or Channel II (as specified in the UPI Circular).
Further, subject to applicable law, NRIs may use Channel IV (as specified in the UPI Circular) to apply in the
Issue, provided the UPI facility is enabled for their NRE/ NRO accounts.
NRIs applying in the Issue using UPI Mechanism are advised to enquire with the relevant bank whether
their bank account is UPI linked prior to making such application. For details of investment by NRIs, see
“Restrictions on Foreign Ownership of Indian Securities” beginning on page 392. Participation of eligible
NRIs shall be subject to FEMA NDI Rules.
BIDS BY FPIS
In terms of the SEBI FPI Regulations, the issue of Equity Shares to a single FPI or an investor group (which
means the same 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 the FEMA
NDI Rules, with effect from April 1, 2020, the aggregate FPI investment limit is the sectoral cap applicable to
an Indian company as prescribed in the FEMA NDI Rules with respect to its paid-up equity capital on a fully
diluted basis. Currently, the sectoral cap for retail trading of food products manufactured and/ or produced
in India is 100% under automatic route.
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. In case of Bids made by FPIs, a certified copy of the

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certificate of registration issued under the SEBI FPI Regulations is required to be attached to the Bid cum
Application Form, failing which our Company reserves the right to reject any Bid without assigning any
reason. FPIs who wish to participate in the Issue are advised to use the Bid cum Application Form for Non-
Residents.
In terms of the FEMA, for calculating the aggregate holding of FPIs in a company, holding of all registered
FPIs shall be included.
The FEMA NDI Rules were enacted on October 17, 2019 in supersession of the Foreign Exchange
Management (Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2017, except as
respects things done or omitted to be done before such supersession. 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.
Subject to compliance with all applicable Indian laws, rules, regulations, guidelines and approvals in terms
of Regulation 21 of the SEBI FPI Regulations, an FPI, 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 a FPI against securities held by it in India, as its underlying) directly or
indirectly, only in the event (i) such offshore derivative instruments are issued only by persons registered as
Category I FPIs; (ii) such offshore derivative instruments are issued only to persons eligible for registration
as Category I FPIs; (iii) such offshore derivative instruments are issued after compliance with ‘know your
client’ norms; and (iv) such other conditions as may be specified by SEBI from time to time.
An FPI issuing off-shore derivate instruments is also required to ensure that any transfer of off-shore
derivative instruments issued by, or on behalf of it subject to, inter alia, the following conditions:
(i). such offshore derivative instruments are transferred to person subject to fulfilment of SEBI FPI
Regulations; and
(ii). Prior consent of the FPI is obtained for such transfer, except when the persons to whom the offshore
derivative instruments are to be transferred are pre-approved by the FPI.
Bids by FPIs which initialize the multi-investment manager structure in accordance with the Operational
Guidelines for Foreign Portfolio Investors and Designated Depository Participants issued to facilitate
implementation of the SEBI FPI Regulations (“Operational FPI Guidelines”), submitted with the same PAN
but with different beneficiary account numbers, Client IDs and DP IDs shall not be treated as multiple Bids
(“MIM Bids”). It is hereby clarified that FPIs bearing the same PAN may be treated as multiple Bids by a
Bidder and may be rejected, except for Bids from FPIs that initialize the multi- investment manager structure
in accordance with the Operational FPI Guidelines (such structure referred to as “MIM Structure”). In order
to ensure valid Bids, FPIs making MIM Bids using the same PAN and with different beneficiary account
numbers, Client IDs and DP IDs, are required to submit a confirmation that their Bids are under the MIM
Structure and indicate the name of their investment managers in such confirmation which shall be submitted
along with each of their Bid cum Application Forms. In the absence of such confirmation from the relevant
FPIs, such MIM Bids shall be rejected.
BIDS BY SEBI-REGISTERED AIFS, VCFS AND FVCIS
The SEBI FVCI Regulations, SEBI VCF Regulations and the SEBI AIF Regulations prescribe, inter alia, the
investment restrictions on the FVCIs, VCFs and AIFs registered with SEBI respectively. FVCIs can invest
only up to 33.33% of the investible funds by way of subscription to an initial public offering. Category I AIF
and Category II AIF cannot invest more than 25% of the investible funds in one investee company directly
or through investment in the units of other AIFs. A Category III AIF cannot invest more than 10% of the
investible funds in one investee company directly or through investment in the units of other AIFs. AIFs
which are authorized under the fund documents to invest in units of AIFs are prohibited from offering their
units for subscription to other AIFs. A VCF registered as a Category I AIF, as defined in the SEBI AIF
Regulations, cannot invest more than 1/3rd of its investible funds by way of subscription to an initial public

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offering of a venture capital undertaking. Additionally, a VCF that has not re-registered as an AIF under the
SEBI AIF Regulations shall continue to be regulated by the SEBI VCF Regulations (and accordingly shall not
be allowed to participate in the Issue) until the existing fund or scheme managed by the fund is wound up
and such funds shall not launch any new scheme after the notification of the SEBI AIF Regulations.
There is no reservation for Eligible NRIs, FPIs and FVCIs and all Bidders will be treated on the same basis
with other categories for the purpose of allocation.
Further, the shareholding of VCFs, category I AIFs or category II AIFs and FVCIs holding Equity Shares prior
to Issue, shall be locked-in for a period of at least one year from the date of purchase of such Equity Shares.
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.
The Company or the BRLM will not be responsible for loss, if any, incurred by the Bidder on account of
conversion of foreign currency.
BIDS BY LIMITED LIABILITY PARTNERSHIPS
In case of Bids made by limited liability partnerships registered under the Limited Liability Partnership Act,
2008, a certified copy of certificate of registration issued under the Limited Liability Partnership Act, 2008,
must be attached to the Bid cum Application Form. Failing this, our Company, in consultation with the
BRLM, reserve the right to reject any Bid without assigning any reason thereof.
BIDS BY BANKING COMPANIES
In case of Bids made by banking companies registered with RBI, certified copies of: (i) the certificate of
registration issued by RBI, and (ii) the approval of such banking company’s investment committee are
required to be attached to the Bid cum Application Form. Failing this, our Company, in consultation with
the BRLM, reserves the right to reject any Bid without assigning any reason thereof. The investment limit for
banking companies in non-financial services companies as per the Banking Regulation Act, the Reserve Bank
of India (Financial Services provided by Banks) Directions, 2016, as amended and Master Circular on Basel
III Capital Regulations dated July 1, 2014, as amended, is 10.00% of the paid up share capital of the investee
company, not being its subsidiary engaged in non-financial services, or 10.00% of the bank’s own paid-up
share capital and reserves, whichever is lower.
However, a banking company would be permitted to invest in excess of 10% but not exceeding 30% of the
paid up share capital of such investee company, subject to prior approval of the RBI if (i) the investee
company is engaged in non- financial activities permitted for banking companies in terms of Section 6(1) of
the Banking Regulation Act; or (ii) the additional acquisition is through restructuring of debt, or to protect
the banking company’s interest on loans/investments made to a company. The bank is required to submit a
time bound action plan to the RBI for the disposal of such shares within a specified period. The aggregate
investment by a banking company along with its subsidiaries, associates or joint ventures or entities directly
or indirectly controlled by the bank; and mutual funds managed by asset management companies controlled
by the bank, more than 20% of the investee company’s paid-up share capital engaged in non-financial
services. However, this cap doesn’t apply to the cases mentioned in (i) and (ii) above. The aggregate equity
investments made by a banking company in all subsidiaries and other entities engaged in financial services
and non-financial services, including overseas investments shall not exceed 20% of the bank’s paid-up share
capital and reserves.
In terms of the Master Circular on Basel III Capital Regulations dated July 1, 2014, as amended (i) a bank’s
investment in the capital instruments issued by banking, financial and insurance entities should not exceed
10% of its capital funds; (ii) banks should not acquire any fresh stake in a bank’s equity shares, if by such
acquisition, the investing bank’s holding exceeds 5% of the investee bank’s equity capital; (iii) equity
investment by a bank in a subsidiary company, financial services company, financial institution, stock and
other exchanges should not exceed 10% of the bank’s paid-up share capital and reserves; (iv) equity

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investment by a bank in companies engaged in non-financial services activities would be subject to a limit of
10% of the investee company’s paid- up share capital or 10% of the bank’s paid-up share capital and reserves,
whichever is less; and (v) a banking company is restricted from holding shares in any company, whether as
pledgee, mortgagee or absolute owner, of an amount exceeding 30% of the paid-up share capital of that
company or 30% of its own paid-up share capital and reserves, whichever is less.
BIDS BY SCSBS
SCSBs participating in the Issue are required to comply with the terms of the circulars issued by the SEBI
dated September 13, 2012 and January 2, 2013. Such SCSBs are required to ensure that for making
applications on their own account using ASBA, they should have a separate account in their own name with
any other SEBI registered SCSBs. Further, such account shall be used solely for the purpose of making
application in public issues and clear demarcated funds should be available in such account for such
applications.
BIDS BY SYSTEMICALLY IMPORTANT NBFCS
In case of Bids made by Systemically Important NBFCs registered with RBI, certified copies of: (i) the
certificate of registration issued by RBI, (ii) the last audited financial statements on a standalone basis, (iii) a
net worth certificate from its statutory auditors, and (iv) such other approval as may be required by the
Systemically Important NBFCs are required to be attached to the Bid cum Application Form. Failing this, our
Company, in consultation with the BRLM, reserves the right to reject any Bid without assigning any reason
thereof.
Systemically Important NBFCs participating in the Issue shall comply with all applicable regulations,
directions, guidelines and circulars issued by the RBI from time to time.
The investment limit for Systemically Important NBFCs shall be as prescribed by RBI from time to time.
BIDS BY INSURANCE COMPANIES
In case of Bids made by insurance companies registered with the IRDAI, a certified copy of certificate of
registration issued by IRDAI must be attached to the Bid cum Application Form. Failing this, our Company,
in consultation with the BRLM, reserves the right to reject any Bid without assigning any reason thereof.
The exposure norms for insurers are prescribed under the IRDAI Investment Regulations, based on
investments in equity shares of the investee company, the entire group of the investee company and the
industry sector in which the investee company operates. Insurance companies participating in the Issue are
advised to refer to the IRDAI Investment Regulations 2016, as amended, which are broadly set forth below:
a) equity shares of a company: the lower of 10%* of the outstanding equity shares (face value) or 10% of
the respective fund in case of life insurer or 10% of investment assets in case of general insurer or
reinsurer;
b) the entire group of the investee company: not more than 15% of the respective fund in case of a life
insurer or 15% of investment assets in case of a general insurer or reinsurer or 15% of the investment
assets in all companies belonging to the group, whichever is lower; and
c) the industry sector in which the investee company operates: not more than 15% of the fund of a life
insurer or a general insurer or a reinsurer or 15% of the investment asset, whichever is lower.
The maximum exposure limit, in the case of an investment in equity shares, cannot exceed the lower of an
amount of 10% of the investment assets of a life insurer or general insurer and the amount calculated under
(a), (b) and (c) above, as the case may be.
*The above limit of 10% shall stand substituted as 15% of outstanding equity shares (face value) for insurance
companies with investment assets of ₹ 25,000,000 lakhs or more and 12% of outstanding equity shares (face value) for
insurers with investment assets of ₹ 5,000,000 lakhs or more but less than ₹ 25,000,000 lakhs.

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Insurance companies participating in this Issue shall comply with all applicable regulations, guidelines and
circulars issued by IRDAI from time to time.
BIDS BY PROVIDENT FUNDS/PENSION FUNDS
In case of Bids made by provident funds/pension funds, subject to applicable laws, with minimum corpus of
₹ 2,500 lakhs, a certified copy of a certificate from a chartered accountant certifying the corpus of the
provident fund/pension fund must be attached to the Bid cum Application Form. Failing this, our Company,
in consultation with the BRLM, reserves the right to reject any Bid without assigning any reason thereof.
BIDS BY ANCHOR INVESTORS
Our Company in consultation with the BRLM, may consider participation by Anchor Investors in the Issue
for up to 60% of the QIB Portion in accordance with the SEBI Regulations. Only QIBs as defined in Regulation
2(1)(ss) of the SEBI Regulations and not otherwise excluded pursuant to Schedule XIII of the SEBI
Regulations are eligible to invest. The QIB Portion will be reduced in proportion to allocation under the
Anchor Investor Portion. In the event of undersubscription in the Anchor Investor Portion, the balance
Equity Shares will be added to the QIB Portion. In accordance with the SEBI Regulations, the key terms for
participation in the Anchor Investor Portion are provided below.
1) Anchor Investor Bid cum Application Forms will be made available for the Anchor Investors at the
offices of the BRLM.
2) The Bid must be for a minimum of such number of Equity Shares so that the Bid Amount is at least
200.00 lakhs. A Bid cannot be submitted for over 60% of the QIB Portion. In case of a Mutual Fund,
separate Bids by individual schemes of a Mutual Fund will be aggregated to determine the
minimum application size of 200.00 lakhs
3) One-third of the Anchor Investor Portion will be reserved for allocation to domestic Mutual Funds.
4) Bidding for Anchor Investors will open one Working Day before the Bid/ Issue Opening Date and
be completed on the same day.
5) Our Company in consultation with the BRLM, will finalize allocation to the Anchor Investors on a
discretionary basis, provided that the minimum and maximum number of Allottees in the Anchor
Investor Portion will be, as mentioned below:
• where allocation in the Anchor Investor Portion is up to 200.00 Lakhs, maximum of 2 (two) Anchor
Investors.
• where the allocation under the Anchor Investor Portion is more than 200.00 Lakhs but upto
2500.00 Lakhs, minimum of 2 (two) and maximum of 15 (fifteen) Anchor Investors, subject to
a minimum Allotment of 100.00 Lakhs per Anchor Investor; and

• where the allocation under the Anchor Investor portion is more than 2500.00
Lakhs:(i)minimum of 5 (five) and maximum of 15 (fifteen) Anchor Investors for allocation
upto2500.00 Lakhs; and (ii) an additional 10 Anchor Investors for every additional allocation
of 2500.00 Lakhs or part thereof in the Anchor Investor Portion; subject toa minimum
Allotment of 100.00 Lakhs per Anchor Investor.
6) Allocation to Anchor Investors will be completed on the Anchor Investor Bid/ Issue Period. The
number of Equity Shares allocated to Anchor Investors and the price at which the allocation is
made will be made available in the public domain by the BRLM before the Bid/Issue Opening Date,
through intimation to the Stock Exchange.
7) Anchor Investors cannot withdraw or lower the size of their Bids at any stage after submission of the
Bid.
8) If the Issue Price is greater than the Anchor Investor Allocation Price, the additional amount being

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 the difference between the Issue Price and the Anchor Investor Allocation Price will be payable by
the Anchor Investors within 2 (two) Working Days from the Bid/ Issue Closing Date. If the Issue
Price is lower than the Anchor Investor Allocation Price, Allotment to successful Anchor Investors
will be at the higher price, i.e., the Anchor Investor Issue Price.
9) At the end of each day of the bidding period, the demand including allocation made to anchor
investors, shall be shown graphically on the bidding terminals of syndicate members and website
of stock exchange offering electronically linked transparent bidding facility, for information of
public.
10) Equity Shares Allotted in the Anchor Investor Portion will be locked in for a period of 30days from
the date of Allotment.
11) The BRLM, our Promoters, Promoter Group or any person related to them (except for Mutual
Funds sponsored by entities related to the BRLM) will not participate in the Anchor Investor
Portion. The parameters for selection of Anchor Investors will be clearly identified by the BRLM
and made available as part of the records of the BRLM for inspection byes.
12) Bids made by QIBs under both the Anchor Investor Portion and the QIB Portion will not be
considered multiple Bids.
13) Anchor Investors are not permitted to Bid in the Issue through the ASBA process.
BIDS UNDER POWER OF ATTORNEY
In case of Bids made pursuant to a power of attorney or by limited companies, corporate bodies, registered
societies, Eligible FPIs, Mutual Funds, Systemically Important NBFCs, insurance companies, insurance funds
set up by the army, navy or air force of the Union of India, insurance funds set up by the Department of
Posts, India, or the National Investment Fund and provident funds with a minimum corpus of ₹ 2,500lakhs
(subject to applicable law) and pension funds with a minimum corpus of ₹ 2,500 lakhs, a certified copy of the
power of attorney or the relevant resolution or authority, as the case may be, along with a certified copy of
the memorandum of association and articles of association and/or bye laws must be lodged along with the
Bid cum Application Form. Failing this, our Company, in consultation with the BRLM, reserves the right to
accept or reject any Bid in whole or in part, in either case without assigning any reason therefor.
Our Company, in consultation with the BRLM, in their absolute discretion, reserves the right to relax the
above condition of simultaneous lodging of the power of attorney along with the Bid cum Application Form
subject to the terms and conditions that our Company, in consultation with the BRLM may deem fit.
ISSUANCE OF A CONFIRMATION NOTE (“CAN”) AND ALLOTMENT IN THE ISSUE:
1. Upon approval of the basis of allotment by the Designated Stock Exchange, the BRLM or Registrar to
the Issue shall send to the SCSBs a list of their Bidders who have been allocated Equity Shares in the
Issue.
2. The Registrar will then dispatch a CAN to their Bidders who have been allocated Equity Shares in the
Issue. The dispatch of a CAN shall be deemed a valid, binding and irrevocable contract for the Bidder.
Issue Procedure for Application Supported by Blocked Account (ASBA) Bidders
In accordance with the SEBI Circular No. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 all the
Bidders have to compulsorily apply through the ASBA Process. Our Company and the Book Running Lead
Manager are not liable for any amendments, modifications, or changes in applicable laws or regulations,
which may occur after the date of this Red Herring Prospectus. ASBA Bidders are advised to make their
independent investigations and to ensure that the ASBA Bid Cum Application Form is correctly filled up, as
described in this section.
The lists of banks that have been notified by SEBI to act as SCSB (Self Certified Syndicate Banks) for the ASBA

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Process are provided on https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes. For
details on designated branches of SCSB collecting the Bid Cum Application Form, please refer the above-
mentioned SEBI link.
Terms of payment
The entire Issue price of ₹ [●] per share is payable on application. In case of allotment of lesser number of
Equity Shares than the number applied, the Registrar shall instruct the SCSBs to unblock the excess amount
paid on Application to the Bidders.
SCSBs will transfer the amount as per the instruction of the Registrar to the Public Issue Account, the balance
amount after transfer will be unblocked by the SCSBs.
The Bidders should note that the arrangement with Bankers to the Issue or the Registrar is not prescribed by
SEBI and has been established as an arrangement between our Company, Banker to the Issue and the
Registrar to the Issue to facilitate collections from the Bidders.
Payment mechanism
The Bidders shall specify the bank account number in their Bid Cum Application Form and the SCSBs shall
block an amount equivalent to the Application Amount in the bank account specified in the Bid Cum
Application Form. The SCSB shall keep the Application Amount in the relevant bank account blocked until
withdrawal/ rejection of the Application or receipt of instructions from the Registrar to unblock the
Application Amount. However, Non- Retail Bidders shall neither withdraw nor lower the size of their
applications at any stage. In the event of withdrawal or rejection of the Bid Cum Application Form or for
unsuccessful Bid Cum Application Forms, the Registrar to the Issue shall give instructions to the SCSBs to
unblock the application money in the relevant bank account within one day of receipt of such instruction.
The Application Amount shall remain blocked in the ASBA Account until finalization of the Basis of
Allotment in the Issue and consequent transfer of the Application Amount to the Public Issue Account, or
until withdrawal/ failure of the Issue or until rejection of the Application by the ASBA Bidder, as the case
may be.
Please note that, in terms of SEBI Circular No. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015
and the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, all the investors applying in
a public Issue shall use only Application Supported by Blocked Amount (ASBA) process for application
providing details of the bank account which will be blocked by the Self-Certified Syndicate Banks (SCSBs)
for the same. Further, pursuant to SEBI Circular No. SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November
01, 2018, Retail Individual Investors applying in public Issue have to use UPI as a payment mechanism with
Application Supported by Blocked Amount for making application.
Payment into Escrow Account for Anchor Investors
All the investors other than Anchor Investors are required to bid through ASBA Mode. Anchor Investors are
requested to note the following:

Our Company in consultation with the Book Running Lead Manager, in its absolute discretion, will decide the
list of Anchor Investors to whom the CAN will be sent, pursuant to which the details of the Equity Shares
allocated to them in their respective names will be notified to such Anchor Investors.

a) For Anchor Investors, the payment instruments for payment into the Escrow Account should be
drawn in favour of: a. In case of resident Anchor Investors: ― “[•] – Anchor Account- R”
b) In case of Non-Resident Anchor Investors: ― “[•] – Anchor Account- NR”
c) Anchor Investors should note that the escrow mechanism is not prescribed by SEBI and has been
established as an arrangement between our Company, the Syndicate, the Escrow Collection Bank
and the Registrar to the Issue to facilitate collections from the Anchor Investors.

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Electronic Registration of Applications
1. The Designated Intermediaries will register the applications using the on-line facilities of the Stock
Exchange.
2. The Designated Intermediaries will undertake modification of selected fields in the application details
already uploaded before 1.00 p.m. of next Working Day from the Issue Closing Date.
3. The Designated Intermediaries shall be responsible for any acts, mistakes or errors or omissions and
commissions in relation to,
i. the applications accepted by them,
ii. the applications uploaded by them
iii. the applications accepted but not uploaded by them or
iv. With respect to applications by Bidders, applications accepted and uploaded by any Designated
Intermediary other than SCSBs, the Bid Cum Application Form along with relevant schedules
shall be sent to the SCSBs or the Designated Branch of the relevant SCSBs for blocking of funds
and they will be responsible for blocking the necessary amounts in the ASBA Accounts. In case
of Application accepted and uploaded by SCSBs, the SCSBs or the Designated Branch of the
relevant SCSBs will be responsible for blocking the necessary amounts in the ASBA Accounts.
4. Neither the Book Running Lead Manager nor our Company nor the Registrar to the Issue, shall be
responsible for any acts, mistakes or errors or omission and commissions in relation to,
(i) The applications accepted by any Designated Intermediaries
(ii) The applications uploaded by any Designated Intermediaries or
(iii) The applications accepted but not uploaded by any Designated Intermediaries
5. The Stock Exchange will Issue an electronic facility for registering applications for the Issue. This facility
will available at the terminals of Designated Intermediaries and their authorized agents during the Issue
Period. The Designated Branches or agents of Designated Intermediaries can also set up facilities for off-
line electronic registration of applications subject to the condition that they will subsequently upload
the off-line data file into the online facilities on a regular basis. On the Issue Closing Date, the Designated
Intermediaries shall upload the applications till such time as may be permitted by the Stock Exchange.
This information will be available with the Book Running Lead Manager on a regular basis.
6. With respect to applications by Bidders, at the time of registering such applications, the Syndicate
Bakers, DPs and RTAs shall forward a Schedule as per format given below along with the Bid Cum
Application Forms to Designated Branches of the SCSBs for blocking of funds:

S. No. Details*
1. Symbol
2. Intermediary Code
3. Location Code
4. Application No.
5. Category
6. PAN
7. DP ID
8. Client ID
9. Quantity
10. Amount

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 *Stock Exchanges shall uniformly prescribe character length for each of the above-mentioned fields

7. With respect to applications by Bidders, at the time of registering such applications, the Designated
Intermediaries shall enter the following information pertaining to the Bidders into in the on-line system:
• Name of the Bidder;
• IPO Name:
• Bid Cum Application Form Number;
• Investor Category;
• PAN (of First Bidder, if more than one Bidder);
• DP ID of the demat account of the Bidder;
• Client Identification Number of the demat account of the Bidder;
• Number of Equity Shares Applied for;
• Bank Account details;
• Locations of the Banker to the Issue or Designated Branch, as applicable, and bank code of the SCSB
branch wherethe ASBA Account is maintained; and
• Bank account number.
8. In case of submission of the Application by a Bidder through the Electronic Mode, the Bidder shall
complete the above- mentioned details and mention the bank account number, except the Electronic
ASBA Bid Cum Application Form number which shall be system generated.
9. The aforesaid Designated Intermediaries shall, at the time of receipt of application, give an
acknowledgment to the investor, by giving the counter foil or specifying the application number to the
investor, as a proof of having accepted the Bid Cum Application Form in physical as well as electronic
mode. The registration of the Application by the Designated Intermediaries does not guarantee that the
Equity Shares shall be allocated / allotted either by our Company.
10. Such acknowledgment will be non-negotiable and by itself will not create any obligation of any kind.
11. In case of Non-Retail Bidders and Retail Individual Bidders, applications would not be rejected except
on the technicalgrounds as mentioned in the Red Herring Prospectus. The Designated Intermediaries
shall have no right to reject applications, except on technical grounds.
12. The permission given by the Stock Exchanges to use their network and software of the Online IPO
system should not in any way be deemed or construed to mean that the compliance with various
statutory and other requirements by our Company and/or the Book Running Lead Manager are cleared
or approved by the Stock Exchanges; nor does it in any manner warrant, certify or endorse the
correctness or completeness of any of the compliance with the statutory and other requirements nor
does it take any responsibility for the financial or other soundness of our company; our Promoter, our
management or any scheme or project of our Company; nor does it in any manner warrant, certify or
endorse the correctness or completeness of any of the contents of this Red Herring Prospectus, nor does
it warrant that the Equity Shares will be listed or will continue to be listed on the Stock Exchanges.
13. The Designated Intermediaries will be given time till 1.00 p.m. on the next working day after the Bid/
Issue Closing Date to verify the DP ID and Client ID uploaded in the online IPO system during the Issue
Period, after which the Registrar to the Issue will receive this data from the Stock Exchange and will
validate the electronic application detailswith Depository’s records. In case no corresponding record is
available with Depositories, which matches the three parameters, namely DP ID, Client ID and PAN,
then such applications are liable to be rejected.
14. The SCSBs shall be given one day after the Bid/ Issue Closing Date to send confirmation of Funds
blocked (Final certificate) to the Registrar to the Issue.
15. The details uploaded in the online IPO system shall be considered as final and Allotment will be based
on such detailsfor applications.

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 Build of the Book

a) Bids received from various Bidders through the Designated Intermediaries may be electronically
uploaded on the Bidding Platform of the Stock Exchange on a regular basis. The book gets built up at
various price levels. This information may be available with the BRLM at the end of the Bid/ Issue
Period.
b) Based on the aggregate demand and price for Bids registered on the Stock Exchange Platform, a
graphical representation of consolidated demand and price as available on the websites of the Stock
Exchange may be made available at the Bidding centers during the Bid/ Issue Period.
Withdrawal of Bids

a) RIIs can withdraw their Bids until Bid/ Issue Closing Date. In case a RII wishes to withdraw the Bid
during the Bid/ Issue Period, the same can be done by submitting a request for the same to the
concerned Designated Intermediary who shall do the requisite, including unblocking of the funds by
the SCSB in the ASBA Account.
b) The Registrar to the Issue shall give instruction to the SCSB for unblocking the ASBA Account on the
Designated Date. QIBs and NIIs can neither withdraw nor lower the size of their Bids at any stage.
Price Discovery and Allocation

a) Based on the demand generated at various price levels, our Company in consultation with the BRLM,
shall finalize the Issue Price.
b) The SEBI ICDR Regulations, 2018 specify the allocation or Allotment that may be made to various
categories of Bidders in an Issue depending on compliance with the eligibility conditions. Certain details
pertaining to the percentage of Issue size available for allocation to each category is disclosed overleaf of
the Bid cum Application Form and in theRHP. For details in relation to allocation, the Bidder may refer
to the RHP.
c) Under-subscription in any category (except QIB Category) is allowed to be met with spillover from any
other categoryor combination of categories at the discretion of the Issuer and the in consultation with
the BRLM and the Designated Stock Exchange and in accordance with the SEBI ICDR Regulations.
Unsubscribed portion in QIB Category is not available for subscription to other categories.
d) In case of under subscription in the Issue, spill-over to the extent of such under-subscription may be
permitted from the Reserved Portion to the Issue. For allocation in the event of an undersubscription
applicable to the Issuer, Bidders may refer to the RHP.
e) In case if the Retail Individual Investor category is entitled to more than the allocated portion on
proportionate basis, the category shall be allotted that higher percentage.
Illustration of the Book Building and Price Discovery Process: Bidders should note that this example is
solely for illustrative purposes and is not specific to the Issue, it also excludes Bidding by Anchor
Investors. Bidders can bid at any price within the Price Band. For instance, assume a Price Band of ₹20 to
₹ 24 per share, Issue size of 3,000 Equity Shares and receipt of five Bids from Bidders, details of which are
shown in the table below. The illustrative book given below shows the demand for the Equity Shares of
the Issuer at various prices and is collated from Bids received from various investors.

Bid Bid Amount Cumulative Subscription

Quantity (₹) Quantity
500 24 500 16.67%
1,000 23 1,500 50.00%
1,500 22 3,000 100.00%

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 2,000 21 5,000 166.67%
2,500 20 7,500 250.00%

The price discovery is a function of demand at various prices. The highest price at which the Issuer is able
to Issue the desired number of Equity Shares is the price at which the book cuts off, i.e., ₹ 22.00 in the
above example. The Issuer, in consultation with the BRLM, may finalise the Issue Price at or below such
Cut-Off Price, i.e., at or below₹ 22.00. All Bids at or above this Issue Price and cut-off Bids are valid Bids
and are considered for allocation in the respective categories.

Anchor Investors are not allowed to withdraw their Bids after Anchor Investors bidding date.

GENERAL INSTRUCTIONS

Do’s:

1. Check if you are eligible to apply as per the terms of the Red Herring Prospectus and under applicable
law, rules, regulations, guidelines and approvals. All should submit their Bids through the ASBA
process only;
2. Ensure that you have Bid within the Price Band;
3. Read all the instructions carefully and complete the Bid cum Application Form, as the case may be, in
the prescribed form;
4. Ensure that you have mentioned the correct ASBA Account number if you are not an RIB bidding using
the UPI Mechanism in the Bid cum Application Form and if you are an RIB using the UPI Mechanism
ensure that you have mentioned the correct UPI ID (with maximum length of 45 characters including
the handle), in the Bid cum Application Form;
5. Ensure that your Bid cum Application Form bearing the stamp of a Designated Intermediary is
submitted to the Designated Intermediary at the Bidding Centre (except electronic Bids) within the
prescribed time;
6. Ensure that you have funds equal to the Bid Amount in the ASBA Account maintained with the SCSB,
before submitting the ASBA Form to any of the Designated Intermediaries;
7. If you are an ASBA Bidder and the first applicant is not the ASBA Account holder, ensure that the Bid
cum ApplicationForm is signed by the account holder. Ensure that you have mentioned the correct
bank account number in the Bid cum Application Form;
8. Ensure that the signature of the First Bidder in case of joint Bids, is included in the Bid cum Application
Forms;
9. Ensure that you request for and receive a stamped acknowledgement counterfoil of the Bid cum
Application Form forall your Bid options from the concerned Designated Intermediary;
10. Ensure that the name(s) given in the Bid cum Application Form is/are exactly the same as the name(s)
in which the beneficiary account is held with the Depository Participant. In case of joint Bids, the Bid
cum Application Form shouldcontain only the name of the First Bidder whose name should also appear
as the first holder of the beneficiary accountheld in joint names. Ensure that the signature of the First
Bidder is included in the Bid cum Application Forms;
11. RIBs bidding in the Issue to ensure that they shall use only their own ASBA Account or only their own
bank accountlinked UPI ID (only for RIBs using the UPI Mechanism) to make an application in the
Issue and not ASBA Account or bank account linked UPI ID of any third party;
12. Ensure that you submit the revised Bids to the same Designated Intermediary, through whom the
original Bid was placed and obtain a revised acknowledgment;

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13. Ensure that you have correctly signed the authorization/undertaking box in the Bid cum Application
Form or have otherwise provided an authorization to the SCSB or Sponsor Bank, as applicable, via the
electronic mode, for blockingfunds in the ASBA Account equivalent to the Bid Amount mentioned in
the Bid cum Application Form, as the case may be, at the time of submission of the Bid. In case of RIBs
submitting their Bids and participating in the Issue through the UPI Mechanism, ensure that you
authorize the UPI Mandate Request raised by the Sponsor Bank for blocking of funds equivalent to Bid
Amount and subsequent debit of funds in case of Allotment;
14. Except for Bids (i) on behalf of the Central or State Governments and the officials appointed by the
courts, who, in terms of the SEBI circular dated June 30, 2008, may be exempt from specifying their
PAN for transacting in the securities market, (ii) submitted by investors who are exempt from the
requirement of obtaining/specifying their PAN for transacting in the securities market, and (iii) Bids
by persons resident in the state of Sikkim, who, in terms of a SEBI circular dated July 20, 2006, may be
exempted from specifying their PAN for transacting in the securities market, all Bidders should
mention their PAN allotted under the IT Act. The exemption for the Central or the State Government
and officials appointed by the courts and for investors residing in the State of Sikkim is subject to (a)
the Demographic Details received from the respective depositories confirming the exemption granted
to the beneficiary owner by a suitable description in the PAN field and the beneficiary account
remaining in “active status”; and (b) in the case of residents of Sikkim, the address as per the
Demographic Details evidencing the same. All other applications in which PAN is not mentioned will
be rejected;
15. Investors to ensure that their PAN is linked with Aadhar and are in compliance with Central Board of
Direct Taxes (“CBDT”) notification dated February 13, 2020 and press release dated June 25, 2021.
16. Ensure that the Demographic Details are updated, true and correct in all respects;
17. Ensure that thumb impressions and signatures other than in the languages specified in the Eighth
Schedule to the Constitution of India are attested by a Magistrate or a Notary Public or a Special
Executive Magistrate under official seal;
18. Ensure that the category and the investor status is indicated;
19. Ensure that in case of Bids under power of attorney or by limited companies, corporates, trust, etc.,
relevant documents are submitted;
20. Ensure that Bids submitted by any person resident outside India is in compliance with applicable
foreign and Indian laws;
21. Ensure that the Bidder’s depository account is active, the correct DP ID, Client ID, the PAN, UPI ID, if
applicable, are mentioned in their Bid cum Application Form and that the name of the Bidder, the DP
ID, Client ID, the PAN and UPI ID, if applicable, entered into the online IPO system of the Stock
Exchange by the relevant Designated Intermediary, as applicable, matches with the name, DP ID, Client
ID, PAN and UPI ID, if applicable, available in theDepository database;
22. Ensure that when applying in the Issue using UPI, the name of your SCSB appears in the list of SCSBs
displayed on the SEBI website which are live on UPI. Further, also ensure that the name of the app and
the UPI handle being used for making the application is also appearing in Annexure ‘A’ to the SEBI
circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019;
23. RIBs who wish to revise their Bids using the UPI Mechanism, should submit the revised Bid with the
Designated Intermediaries, pursuant to which RIBs should ensure acceptance of the UPI Mandate
Request received from the Sponsor Bank to 378inalized blocking of funds equivalent to the revised Bid
Amount in the RIB’s ASBA Account;
24. Ensure that you have accepted the UPI Mandate Request received from the Sponsor Bank prior to 12:00
p.m. of the Working Day immediately after the Bid/ Issue Closing Date;

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 25. RIBs shall ensure that details of the Bid are reviewed and verified by opening the attachment in the
UPI Mandate Request and then proceed to authorize the UPI Mandate Request using his/her UPI PIN.
Upon the authorization of themandate using his/her UPI PIN, an RIB may be deemed to have verified
the attachment containing the application details of the RIB in the UPI Mandate Request and have
agreed to block the entire Bid Amount and authorized the Sponsor Bank to block the Bid Amount
mentioned in the Bid Cum Application Form;
26. Ensure that while Bidding through a Designated Intermediary, the Bid cum Application Form (RIBs
bidding using theUPI Mechanism) is submitted to a Designated Intermediary in a Bidding Centre and
that the SCSB where the ASBA Account, as specified in the ASBA Form, is maintained has named at
least one branch at that location for the Designated Intermediary to deposit ASBA Forms (a list of such
branches is available on the website of www.sebi.gov.in); and
27. FPIs making MIM Bids using the same PAN, and different beneficiary account numbers, Client IDs
and DP IDs, are required to submit a confirmation that their Bids are under the MIM structure and
indicate the name of their investment managers in such confirmation which shall be submitted along
with each of their Bid cum Application Forms. In the absence of such confirmation from the relevant
FPIs, such MIM Bids shall be rejected.
The Bid cum Application Form is liable to be rejected if the above instructions, as applicable, are not
complied with. Application made using incorrect UPI handle or using a bank account of an SCSB or SCSBs
which is not mentioned in the Annexure ‘A’ to the SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/85
dated July 26, 2019 is liable to be rejected.

Don’ts:

1. Do not Bid for lower than the minimum Bid size;

2. Do not Bid for a Bid Amount exceeding ₹ 200,000 (for Bids by RIBs);
1. Do not pay the Bid Amount in cheques, demand drafts or by cash, money order, postal order or by
stock invest;
2. Do not send Bid cum Application Forms by post; instead submit the same to the Designated
Intermediary only;
3. Do not Bid at Cut-off Price (for Bids by QIBs and Non-Institutional Bidders);
4. Do not instruct your respective banks to release the funds blocked in the ASBA Account under the
ASBA process;
5. Do not submit the Bid for an amount more than funds available in your ASBA account.
6. Do not submit Bids on plain paper or on incomplete or illegible Bid cum Application Forms or on Bid
cum ApplicationForms in a colour prescribed for another category of a Bidder;
7. In case of ASBA Bidders, do not submit more than one ASBA Forms per ASBA Account;
8. If you are a RIB and are using UPI mechanism, do not submit more than one ASBA Form for each UPI
ID;
9. Do not submit the ASBA Forms to any Designated Intermediary that is not authorised to collect the
relevant ASBA Forms or to our Company;
10. Do not Bid on a Bid cum Application Form that does not have the stamp of the relevant Designated
Intermediary;
11. Do not submit the General Index Register (GIR) number instead of the PAN;
12. Do not submit incorrect details of the DP ID, Client ID, PAN and UPI ID, if applicable, or provide

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 details for a beneficiary account which is suspended or for which details cannot be verified by the
Registrar to the Issue;
13. Do not submit a Bid in case you are not eligible to acquire Equity Shares under applicable law or your
relevant constitutional documents or otherwise;
14. Do not Bid if you are not competent to contract under the Indian Contract Act, 1872 (other than minors
having valid depository accounts as per Demographic Details provided by the depository);
15. Do not submit a Bid/revise a Bid Amount, with a price less than the Floor Price or higher than the Cap
Price;
16. Do not submit a Bid using UPI ID, if you are not a RIB;
17. Do not Bid on another ASBA Form, as the case may be, after you have submitted a Bid to any of the
Designated Intermediaries;
18. Do not Bid for Equity Shares in excess of what is specified for each category;
19. Do not fill up the Bid cum Application Form such that the number of Equity Shares Bid for, exceeds
the Issue size and/or investment limit or maximum number of the Equity Shares that can be held under
applicable laws or regulationsor maximum amount permissible under applicable laws or regulations,
or under the terms of the Red Herring Prospectus;
20. Do not withdraw your Bid or lower the size of your Bid (in terms of quantity of the Equity Shares or the
Bid Amount)at any stage, if you are a QIB or a Non-Institutional Bidder. RIBs can revise or withdraw
their Bids on or before the Bid/Issue Closing Date;
21. Do not submit Bids to a Designated Intermediary at a location other than the Bidding Centres;
22. If you are an RIB which is submitting the ASBA Form with any of the Designated Intermediaries and
using your UPI ID for the purpose of blocking of funds, do not use any third-party bank account or
third party linked bank account UPI ID;
23. Do not Bid if you are an OCB; and
24. If you are a QIB, do not submit your Bid after 3:00 pm on the Bid/Issue Closing Date.
The Bid cum Application Form is liable to be rejected if the above instructions, as applicable, are not
complied with. Further, in case of any pre-Issue or post-Issue related issues regarding share
certificates/demat credit/refund orders/unblocking etc., investors can reach out to the Company Secretary
and Compliance Officer. For details of Company Secretary and Compliance Officer, please see the section
entitled “General Information” and “Our Management” beginning on pages 61 and 195, respectively of this
RHP.

For helpline details of the BRLM pursuant to the SEBI/HO.CFD.DIL2/CIR/P/2021/2480/1/M dated March 16,
2021, please see the section entitled “General Information” beginning on page 61 of this RHP.

GROUNDS FOR TECHNICAL REJECTION

In addition to the grounds for rejection of Bids on technical grounds as provided in the General Information
Document, Bidders are requested to note that Bids maybe rejected on the following additional technical
grounds:

1. Bids submitted without instruction to the SCSBs to block the entire Bid Amount;
2. Bids which do not contain details of the Bid Amount and the bank account details in the ASBA Form;
3. Bids submitted on a plain paper;

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 4. Bids submitted by RIBs using the UPI Mechanism through an SCSBs and/or using a mobile application
or UPI handle, not listed on the website of SEBI;
5. Bids under the UPI Mechanism submitted by RIBs using third party bank accounts or using a third
party linked bank account UPI ID (subject to availability of information regarding third party account
from Sponsor Bank);
6. ASBA Form submitted to a Designated Intermediary does not bear the stamp of the Designated
Intermediary;
7. Bids submitted without the signature of the First Bidder or sole Bidder;
8. The ASBA Form not being signed by the account holders, if the account holder is different from the
Bidder;
9. Bids by persons for whom PAN details have not been verified and whose beneficiary accounts are
“suspended for credit” in terms of SEBI circular CIR/MRD/DP/ 22 /2010 dated July 29, 2010;
10. GIR number furnished instead of PAN;
11. Bids by RIBs with Bid Amount of a value of more than ₹ 2,00,000;
12. Bids by persons who are not eligible to acquire Equity Shares in terms of all applicable laws, rules,
regulations, guidelines and approvals;
13. Bids accompanied by stock invest, money order, postal order or cash; and
14. Bids uploaded by QIBs after 4.00 pm on the QIB Bid/ Issue Closing Date and by Non-Institutional
Bidders uploaded after 4.00 p.m. on the Bid/ Issue Closing Date, and Bids by RIBs uploaded after 5.00
p.m. on the Bid/ Issue Closing Date, unless extended by the Stock Exchange.
Further, in case of any pre-Issue or post Issue related issues regarding share certificates/demat credit/refund
orders/unblocking etc., investors shall reach out the Company Secretary and Compliance Officer. For details
of the Company Secretary and Compliance Officer, see “General Information” beginning on page 61 of this
RHP.

In case of any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through
the UPI Mechanism) exceeding two Working Days from the Bid/ Issue Closing Date, the Bidder shall be
compensated at a uniform rate of ₹ 100/- per day for the entire duration of delay exceeding two Working
Days from the Bid/ Issue Closing Date by the intermediary responsible for causing such delay in unblocking.
The BRLM shall, in their sole discretion, identify and fix the liability on such intermediary or entity
responsible for such delay in unblocking.

Further, Investors shall be entitled to compensation in the manner specified in the SEBI Master Circular, SEBI
circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 read with SEBI circular no.
SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 in case of delays in resolving investor grievances in
relation to blocking/unblocking of funds.

SEBI pursuant to its circular bearing reference number SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9,
2023 has reduced the time taken for listing of specified securities after the closure of public issue to 3 working
days (T+3 days) as against the present requirement of 6 working days (T+6 days). ‘T’ being issue closing date.
In partial modification to circulars dated March 16, 2021 and April 20, 2022, the compensation to investors for
delay in unblocking of ASBA application monies (if any) shall be computed from T+3 day. The provisions of
this circular shall be applicable, on voluntary basis for public issues opening on or after September 1, 2023 and
on mandatory basis for public issues opening on or after December 1, 2023. Our Company may choose to close
this Issue within three (03) working days, in accordance with the timeline provided under the aforementioned
circular. The timelines prescribed for public issues as mentioned in SEBI circulars dated November 1, 2018,

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June 28, 2019, November 8, 2019, March 30, 2020, March 16, 2021, June 2, 2021, and April 20, 2022 shall stand
modified to the extent stated in this Circular.
Names of entities responsible for finalizing the basis of allotment in a fair and proper manner

The authorized employees of the Designated Stock Exchange, along with the BRLM and the Registrar, shall
ensure that the Basis of Allotment is finalized in a fair and proper manner in accordance with the procedure
specified in SEBI ICDR Regulations.

For details of instructions in relation to the Bid cum Application Form, Bidders may refer to the relevant
section the GID.

BIDDERS SHOULD NOTE THAT IN CASE THE PAN, THE DP ID AND CLIENT ID MENTIONED IN
THE BID CUM APPLICATION FORM AND ENTERED INTO THE ELECTRONIC APPLICATION
SYSTEM OF THE STOCK EXCHANGES BY THE BIDS COLLECTING INTERMEDIARIES DO NOT
MATCH WITH PAN, THE DP ID AND CLIENT ID AVAILABLE IN THE DEPOSITORY DATABASE,
THE BID CUM APPLICATION FORM IS LIABLE TO BE REJECTED.

BASIS OF ALLOCATION

a) The SEBI (ICDR) Regulations specify the allocation or Allotment that may be made to various
categories of Bidders in an Issue depending on compliance with the eligibility conditions. Certain
details pertaining to the percentage of Issue size available for allocation to each category is disclosed
overleaf of the Bid cum Application Form and in the RHP. For details in relation to allocation, the
Bidder may refer to the RHP.
b) Under-subscription in any category (except QIB Category) is allowed to be met with spill over from
any other category or combination of categories at the discretion of the Issuer and in consultation with
the BRLM and the Designated Stock Exchange and in accordance with the SEBI (ICDR) Regulations,
Unsubscribed portion in QIB Category is not available for subscription to other categories.
c) In case of under subscription in the Issue, spill-over to the extent of such under- subscription may be
permitted fromthe Reserved Portion to the Issue. For allocation in the event of an under-subscription
applicable to the Issuer, Biddersmay refer to the RHP.
ALLOTMENT PROCEDURE AND BASIS OF ALLOTMENT

The allotment of Equity Shares to Bidders other than Retail Individual Investors may be on proportionate
basis. No Retail Individual Investor will be allotted less than the minimum Bid Lot subject to availability
of shares in Retail Individual Investor Category and the remaining available shares, if any will be allotted
on a proportionate basis. The Issuer is required to receive a minimum subscription of 90% of the Issue.
However, in case the Issue is in the nature of Issue for Sale only, then minimum subscription may not be
applicable.

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 BASIS OF ALLOTMENT

a. For Retail Individual Bidders

Bids received from the Retail Individual Bidders at or above the Issue Price shall be grouped together
to determine the total demand under this category. The Allotment to all the successful Retail
Individual Bidders will be made at the Issue Price.

The Issue size less Allotment to Non-Institutional and QIB Bidders shall be available for allotment to
Retail Individual Bidders who have Bid in the Issue at a price that is equal to or greater than the Issue
Price. If the aggregate demand in this category is less than or equal to 400 Equity Shares at or above
the Issue Price, full Allotment shall be made to the Retail Individual Bidders to the extent of their valid
Bids.

If the aggregate demand in this category is greater than 16,04,800 Equity Shares at or above the Issue
Price, the Allotment shall be made on a proportionate basis up to a minimum of 400 Equity Shares and
in multiples of 400 Equity Shares thereafter. For the method of proportionate Basis of Allotment, refer
below.

b. For Non-Institutional Bidders

Bids received from Non-Institutional Bidders at or above the Issue Price shall be grouped together to
determine the total demand under this category. The Allotment to all successful Non- Institutional
Bidders will be made at the Issue Price.

The Issue size less Allotment to QIBs and Retail shall be available for allotment to Non- Institutional
Bidders who have Bid in the Issue at a price that is equal to or greater than the Issue Price. If the
aggregate demand in this category is less than or equal to 400 Equity Shares at or above the Issue Price,
full allotment shall be made to Non-Institutional Bidders to the extent of their demand.

In case the aggregate demand in this category is greater than 6,91,200 Equity Shares at or above the
Issue Price, Allotment shall be made on a proportionate basis up to a minimum of 400 Equity Shares
and in multiples of 400 Equity Shares thereafter. For the method of proportionate Basis of Allotment
refer below.

c. Allotment To Anchor Investor (If Applicable)

a) Allocation of Equity Shares to Anchor Investors at the Anchor Investor Allocation Price will be at
the discretion of the Issuer, in consultation with the BRLM, subject to compliance with the
following requirements:
i. not more than 60% of the QIB Portion will be allocated to Anchor Investors;
ii. one-third of the Anchor Investor Portion shall be reserved for domestic Mutual Funds,
subject to valid Bids being received from domestic Mutual Funds at or above the price at
which allocation is being done to other Anchor Investors; and
iii. allocation to Anchor Investors shall be on a discretionary basis and subject to:
• maximum number of two Anchor Investors for allocation up to ₹ 2 crores; a minimum
number of two Anchor Investors and maximum number of 15 Anchor Investors for
allocation of more than ₹ 2 crores and up to ₹ 25 crores subject to minimum allotment of ₹ 1
crores per such Anchor Investor; and
• in case of allocation above twenty-five crore rupees; a minimum of 5 such investors and a
maximum of 15 such investors for allocation up to twenty-five crore rupees and an
additional 10 such investors for every additional twenty-five crore rupees or part thereof,

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 shall be permitted, subject to a minimum allotment of one crore rupees per such investor.
d. For QIBs
Bids received from QIBs Bidding in the QIB Category at or above the Issue Price may be grouped
together to determine the total demand under this category. The QIB Category may be available for
Allotment to QIBs who have Bid at a price that is equal to or greater than the Issue Price. Allotment
may be undertaken in the following manner: Allotment shall be undertaken in the following manner:
i. In the first instance, allocation to Mutual Funds for 5 % of the QIB Portion shall be determined
as follows:
• In the event that Bids by Mutual Fund exceeds 5 % of the QIB Portion, allocation to Mutual
Funds shall bedone on a proportionate basis for 50% of the QIB Portion.
• In the event that the aggregate demand from Mutual Funds is less than 5 % of the QIB
Portion then all Mutual Funds shall get full Allotment to the extent of valid Bids received
above the Issue Price.
• Equity Shares remaining unsubscribed, if any, not allocated to Mutual Funds shall be available
for Allotmentto all QIB Bidders as set out in (b) below;
ii. In the second instance, allotment to all QIBs shall be determined as follows:
• In the event of oversubscription in the QIB Portion, all QIB Bidders who have submitted Bids
above the Issue Price shall be allotted Equity Shares on a proportionate basis, upto a minimum
of 400 Equity Shares and in multiples of 400 Equity Shares thereafter for 50 % of the QIB
Portion.
• Mutual Funds, who have received allocation as per (a) above, for less than the number of
Equity Shares Bidfor by them, are eligible to receive Equity Shares on a proportionate basis,
upto a minimum of 400 Equity Shares and in multiples of 400 Equity Shares thereafter, along
with other QIB Bidders.
• Under-subscription below 50 % of the QIB Portion, if any, from Mutual Funds, would be
included for allocation to the remaining QIB Bidders on a proportionate basis. The aggregate
Allotment to QIB Bidders shall not be more than 22,50,000 Equity Shares.
iii. Basis of Allotment for QIBs and NIIs in case of Over Subscribed Issue:
In the event of the Issue being Over-Subscribed, the Issuer may finalise the Basis of Allotment in
consultation with the Bombay Stock Exchange of India Limited SME (The Designated Stock
Exchange). The allocation may be made in marketable lots on proportionate basis as set forth
hereunder:
a) The total number of Shares to be allocated to each category as a whole shall be arrived at
on a proportionate basis i.e. the total number of Shares applied for in that category
multiplied by the inverse of the oversubscription ratio (number of Bidders in the category
multiplied by number of Shares applied for).
b) The number of Shares to be allocated to the successful Bidders will be arrived at on a
proportionate basis In marketable lots (i.e. Total number of Shares applied for into the
inverse of the over subscription ratio).
c) For Bids where the proportionate allotment works out to less than [●] equity shares the
allotment will bemade as follows:
• Each successful Bidder shall be allotted 400 equity shares; and
• The successful Bidder out of the total bidders for that category shall be determined by

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 draw of lots in such a manner that the total number of Shares allotted in that category is
equal to the number of Sharesworked out as per (b) above.
d) If the proportionate allotment to a Bidder works out to a number that is not a multiple of
400 equity shares, the Bidder would be allotted Shares by rounding off to the nearest
multiple of 400 equity shares subject to a minimum allotment of 400 equity shares.
e) If the Shares allotted on a proportionate basis to any category is more than the Shares
allotted to the Bidders in that category, the balance available Shares or allocation shall be
first adjusted against any category, where the allotted Shares are not sufficient for
proportionate allotment to the successful Bidder in that category, the balance shares, if any,
remaining after such adjustment will be added to the category comprising Bidder applying
for the minimum number of Shares. If as a result of the process of rounding off to the nearest
multiple of 400 Equity Shares, results in the actual allotment being higher than the shares
offered, the final allotment may be higher at the sole discretion of the Board of Directors, up
to 110% of the size of the Issue specified under the Capital Structure mentioned in this RHP.
Retail Individual Investor means an investor who applies for shares of value of not more than ₹ 2,00,000/.
Investors may note that in case of over subscription, allotment shall be on proportionate basis and will
be finalized in consultation with Bombay Stock Exchange of India Limited.

The Executive Director / Managing Director of Bombay Stock Exchange of India Limited – the
Designated Stock Exchange in addition to Book Running Lead Manager and Registrar to the Public Issue
shall be responsible to ensure that the basis of allotment is finalized in a fair and proper manner in
accordance with the SEBI (ICDR) Regulations.

Issuance of Allotment Advice

1) Upon approval of the Basis of Allotment by the Designated Stock Exchange.

2) On the basis of approved Basis of Allotment, the Issuer shall pass necessary corporate action to
facilitate the allotment and credit of equity shares. Bidders are advised to instruct their Depository
Participants to accept the Equity Shares that may be allotted to them pursuant to the Issue.
The Book Running Lead Manager or the Registrar to the Issue will dispatch an Allotment Advice to
their Bidders who have been allocated Equity Shares in the Issue. The dispatch of Allotment Advice
shall be deemed valid, binding and irrevocable contract for the Allotment to such Bidder.

3) Issuer will make the allotment of the Equity Shares and initiate corporate action for credit of shares
to the successful Bidders Depository Account within 4 working days of the Issue Closing date. The
Issuer also ensures that credit of shares to the successful Bidders Depository Account is completed
within one working Day from the date of allotment, after the funds are transferred from ASBA Public
Issue Account to Public Issue account of the issuer.
Designated Date:

On the Designated date, the SCSBs shall transfer the funds represented by allocations of the Equity
Shares into Public Issue Account with the Bankers to the Issue.

The Company will Issue and dispatch letters of allotment/ or letters of regret along with refund order or
credit the allotted securities to the respective beneficiary accounts, if any, within a period of 4 working
days of the Bid/ Issue Closing Date. The Company will intimate the details of allotment of securities to
Depository immediately on allotment of securities under relevant provisions of the Companies Act, 2013
or other applicable provisions, if any.

Instructions for Completing the Bid Cum Application Form

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The Applications should be submitted on the prescribed Bid Cum Application Form and in BLOCK
LETTERS in ENGLISH only in accordance with the instructions contained herein and in the Bid Cum
Application Form. Applications not so made are liable to be rejected. Applications made using a third-
party bank account or using third party UPI ID linked bank account are liable to be rejected. Bid Cum
Application Forms should bear the stamp of the Designated Intermediaries. ASBA Bid Cum Application
Forms, which do not bear the stamp of the Designated Intermediaries, will be rejected.

SEBI, vide Circular No.CIR/CFD/14/2012 dated October 04, 2012 has introduced an additional mechanism
for investors to submit Bid Cum Application Forms in public issues using the stock broker (broker)
network of Stock Exchanges, who may not be syndicate members in an Issue with effect from January 01,
2013. The list of Broker Centre is available on the website of Bombay Stock Exchange of India Limited
i.e. www.BSEindia.com. With a view to broad base the reach of Investors by substantial, enhancing the
points for submission of applications, SEBI vide Circular No. CIR/CFD/POLICY CELL/11/2015 dated
November 10, 2015 has permitted Registrar to the Issue and Share Transfer Agent and Depository
Participants registered with SEBI to accept the Bid Cum Application Forms in Public Issue with effect
from January 01, 2016. The List of RTA and DPs centres for collecting the application shall be disclosed
is available on the website of Bombay Stock Exchange of India Limited i.e. www.BSEindia.com

Bidder’s Depository Account and Bank Details

Please note that, providing bank account details, PAN No’s, Client ID and DP ID in the space provided
in the Bid Cum Application Form is mandatory and applications that do not contain such details are liable
to be rejected.

Bidders should note that on the basis of name of the Bidders, Depository Participant’s name, Depository
Participant Identification number and Beneficiary Account Number provided by them in the Bid Cum
Application Form as entered into the Stock Exchange online system, the Registrar to the Issue will obtain
from the Depository, the demographic details including address, Bidders bank account details, MICR
code and occupation (hereinafter referred to as ‘Demographic Details’). These Demographic Details
would be used for all correspondence with the Bidders including mailing of the Allotment Advice. The
Demographic Details given by Bidders in the Bid Cum Application Form would not be used for any other
purpose by the Registrar to the Issue.

By signing the Bid Cum Application Form, the Bidder would be deemed to have authorized the
depositories to provide, upon request, to the Registrar to the Issue, the required Demographic Details as
available on its records.

Submission of Bid Cum Application Form

All Bid Cum Application Forms duly completed shall be submitted to the Designated Intermediaries.
The aforesaid intermediaries shall, at the time of receipt of application, give an acknowledgement to
investor, by giving the counter foil or specifying the application number to the investor, as a proof of
having accepted the Bid Cum Application Form, in physical or electronic mode, respectively.

Communications

All future communications in connection with Applications made in this Issue should be addressed to
the Registrar to the Issue quoting the full name of the sole or First Bidder, Bid Cum Application Form
number, Bidders Depository Account Details, number of Equity Shares applied for, date of Bid Cum
Application Form, name and address of the Designated Intermediary where the Application was
submitted thereof and a copy of the acknowledgement slip.

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Investors can contact the Compliance Officer or the Registrar to the Issue in case of any pre- Issue or post
Issue related problems such as non-receipt of letters of allotment, credit of allotted shares in the respective
beneficiary accounts, etc.

Disposal of Application and Application Moneys and Interest in Case of Delay

The Company shall ensure the dispatch of Allotment advice and give benefit to the beneficiary account
with Depository Participants and submit the documents pertaining to the Allotment to the Stock
Exchange within 2 (two) working days of date of Allotment of Equity Shares.

The Company shall use best efforts to ensure that all steps for completion of the necessary formalities for
listing and commencement of trading at BSE SME where the Equity Shares are proposed to be listed are
taken within6 (Six) working days from Issue Closing Date.

In accordance with the Companies Act, the requirements of the Stock Exchange and the SEBI Regulations,
the Company further undertakes that:

1. Allotment and Listing of Equity Shares shall be made within 6 (Six) days of the Issue Closing Date;
2. Giving of Instructions for refund by unblocking of amount via ASBA not later than 4(four) working
days of the Issue Closing Date, would be ensured; and
3. If such money is not repaid within prescribed time from the date our Company becomes liable to repay
it, then our Company and every officer in default shall, on and from expiry of prescribed time, be liable
to repay such application money, with interest as prescribed under SEBI (ICDR) Regulations, the
Companies Act, 2013 and applicable law. Further, in accordance with Section 40 of the Companies Act,
2013, the Company and each officer in default may be punishable with fine and/or imprisonment in
such a case.

SEBI pursuant to its circular bearing reference number SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated

August 9, 2023 has reduced the time taken for listing of specified securities after the closure of public
issue to 3 working days (T+3 days) as against the present requirement of 6 working days (T+6 days); ‘T’
being issue closing date. The provisions of this circular shall be applicable, on voluntary basis for public
issues opening on or after September 1, 2023 and on mandatory basis for public issues opening on or
after December 1, 2023. Our Company may choose to close this Issue within three (03) working days, in
accordance with the timeline provided under the aforementioned circular.

BASIS OF ALLOTMENT

Allotment will be made in consultation Bombay Stock Exchange of India Limited (The Designated Stock
Exchange). In the event of oversubscription, the allotment will be made on a proportionate basis in
marketable lots as set forth here:

1. The total number of Shares to be allocated to each category as a whole shall be arrived at on a
proportionate basis i.e. the total number of Shares applied for in that category multiplied by the inverse
of the over subscription ratio (number of applicants in the category x number of Shares applied for).
2. The number of Shares to be allocated to the successful applicants will be arrived at on a proportionate
basis in marketable lots (i.e. Total number of Shares applied for into the inverse of the over subscription
ratio).

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 3. For applications where the proportionate allotment works out to less than 400 equity shares the
allotment will be made as follows:
i. Each successful applicant shall be allotted 400 equity shares; and
ii. The successful applicants out of the total applicants for that category shall be determined by the
drawl of lots in such a manner that the total number of Shares allotted in that category is equal to
the number of Shares worked out as per (2) above.
4. If the proportionate allotment to an applicant works out to a number that is not a multiple of 400 equity
shares, the applicant would be allotted Shares by rounding off to the lower nearest multiple of 400
equity shares subject to a minimum allotment of 400 equity shares.
5. If the Shares allocated on a proportionate basis to any category is more than the Shares allotted to the
applicants in that category, the balance available Shares for allocation shall be first adjusted against
any category, where the allotted Shares are not sufficient for proportionate allotment to the successful
applicants in that category, the balance Shares, if any, remaining after such adjustment will be added
to the category comprising of applicants applying for the minimum number of Shares.
BASIS OF ALLOTMENT IN THE EVENT OF UNDER SUBSCRIPTION

In the event of under subscription in the Issue, the obligations of the Underwriters shall get triggered in
terms of the Underwriting Agreement. The Minimum subscription of 100.00% of the Issue size shall be
achieved before our company proceeds to get the basis of allotment approved by the Designated Stock
Exchange. The Executive Director/Managing Director of the Bombay Stock Exchange of India Limited – the
Designated Stock Exchange in addition to Book Running Lead Manager and Registrar to the Issue shall be
responsible to ensure that the basis of allotment is finalized in a fair and proper manner in accordance with
the SEBI (ICDR) Regulations, 2018.

As per the RBI regulations, OCBs are not permitted to participate in the Issue. There is no reservation for
Non- Residents, NRIs, FPIs and foreign venture capital funds and all Non-Residents, NRI, FPI and
Foreign Venture Capital Funds applicants will be treated on the same basis with other categories for the
purpose of allocation.

Equity Shares in Dematerialized Form with NSDL/CDSL

To enable all shareholders of the Company to have their shareholding in electronic form, the Company is in
process of entering following tripartite agreements with the Depositories and the Registrar and Share
Transfer Agent:

a) We have entered into a tripartite agreement between NSDL, the Company and the Registrar to the
Issue on April 26, 2024.
b) We have entered into a tripartite agreement between CDSL, the Company and the Registrar to the Issue
on June 24, 2024.
c) The Company’s Equity shares bear an ISIN No. INE0VN801010.
An Applicant applying for Equity Shares must have at least one beneficiary account with either of the
Depository Participants of either NSDL or CDSL prior to making the Application.

• The Applicant must necessarily fill in the details (including the Beneficiary Account Number and
Depository Participant’s identification number) appearing in the Application Form or Revision Form.
• Allotment to a successful Applicant will be credited in electronic form directly to the beneficiary
account (with the Depository Participant) of the Applicant.

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 • Names in the Application Form or Revision Form should be identical to those appearing in the account
details in the Depository. In case of joint holders, the names should necessarily be in the same sequence
as they appear in the account details in the Depository.
• If incomplete or incorrect details are given under the heading ‘Applicants Depository Account Details’
in the Application Form or Revision Form, it is liable to be rejected.
• The Applicant is responsible for the correctness of his or her Demographic Details given in the
Application Form vis à vis those with his or her Depository Participant.
• Equity Shares in electronic form can be traded only on the stock exchanges having electronic
connectivity with NSDL and CDSL. The Stock Exchange where our Equity Shares are proposed to be
listed has electronic connectivity with CDSL and NSDL.
• The allotment and trading of the Equity Shares of the Company would be in dematerialized form only
for all investors.
PRE-ISSUE ADVERTISEMENT

Subject to Section 30 of the Companies Act, 2013, our Company shall, after filing the Red Herring Prospectus
with the RoC, publish a Pre-Issue advertisement, in the form prescribed by the SEBI ICDR Regulations, in:
(all editions [●], an English national daily newspaper and all editions of [●], a Hindi national daily newspaper
and all editions of Gujarati Language being the regional language of Gujarat, where our Registered Office is
situated) each with wide circulation).

In the Pre-Issue advertisement, we shall state the Bid/Issue Opening Date and the Bid/Issue Closing Date.
The advertisement, subject to the provisions of Section 30 of the Companies Act, 2013, shall be in the format
prescribed in Part A of Schedule X of the SEBI ICDR Regulations.

SIGNING OF THE UNDERWRITING AGREEMENT AND THE ROC FILING

a) Our Company and the Underwriter intend to enter into an Underwriting Agreement on or before the
filing of Red Herring Prospectus.
b) After signing the Underwriting Agreement, an updated Red Herring Prospectus will be filed with the
RoC in accordance with applicable law, which then would be termed as the ‘Prospectus’. The
Prospectus will contain details of the Issue Price, Issue size, and underwriting arrangements and will
be complete in all material respects.
IMPERSONATION

Attention of the applicants is specifically drawn to the provisions of sub-section (1) of Section 38 of the
Companies Act, 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, for fraud involving an amount of at least ₹
10/- Lakhs or 1.00% 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 10 years and fine of an amount not less than the

389
amount involved in the fraud, extending up to three times such amount (provided that where the fraud
involves public interest, such term shall not be less than three years.) Further, where the fraud involves an
amount less than ₹ 10/- lakhs or one per cent of the turnover of the company, whichever is lower, and does
not involve public interest, any person guilty of such fraud shall be punishable with imprisonment for a term
which may extend to five years or with fine which may extend to ₹ 50/- Lakh or with both.

UNDERTAKINGS BY OUR COMPANY

Our Company undertakes the following:

• adequate arrangements shall be made to collect all Bid cum Application Forms submitted by Bidders;
• the complaints received in respect of the Issue shall be attended to by our Company expeditiously and
satisfactorily;
• all steps for completion of the necessary formalities for listing and commencement of trading at all the
Stock Exchange where the Equity Shares are proposed to be listed shall be taken within Three Working
Days of the Bid/Issue Closing Date or such other time as may be prescribed by the SEBI or under any
applicable law;

• if Allotment is not made within the prescribed time period under applicable law, the entire Bid amount
received will be refunded/unblocked within the time prescribed under applicable law, failing which
interest will be due to be paid to the Bidders at the rate prescribed under applicable law for the delayed
period;

• the funds required for making refunds (to the extent applicable) to unsuccessful Bidders as per the
mode(s) disclosed shall be made available to the Registrar to the Issue by our Company;

• where refunds (to the extent applicable) are made through electronic transfer of funds, a suitable
communication shall be sent to the Bidder within the time prescribed under applicable law, giving
details of the bank where refunds shall be credited along with amount and expected date of electronic
credit of refund;

• no further issue of the Equity Shares shall be made until the Equity Shares issued through the Red
Herring Prospectus are listed or until the Bid monies are unblocked in ASBA Account/refunded on
account of non-listing, under- subscription, etc.

• our Company, in consultation with the BRLM, reserves the right not to proceed with the Fresh Issue,
in whole or in part thereof, to the extent of the Issued Shares, after the Bid/ Issue Opening Date but
before the Allotment. In such anevent, our Company would issue a public notice in the newspapers in
which the pre-Issue advertisements were published, within two days of the Bid/ Issue Closing Date or
such other time as may be prescribed by the SEBI, providing reasons for not proceeding with the Issue
and inform the Stock Exchanges promptly on which the Equity Shares are proposed to be listed; and

• if our Company, in consultation with the BRLM withdraws the Issue after the Bid/ Issue Closing Date
and thereafter determines that it will proceed with an issue of the Equity Shares, our Company shall
file a fresh Draft Red Herring Prospectus with the SEBI.

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UTILIZATION OF ISSUE PROCEEDS
Our Board certifies that:
• all monies received out of the Fresh Issue shall be credited/transferred to a separate bank account other
than the bank account referred to in sub-section (3) of Section 40 of the Companies Act, 2013;
• details of all monies utilized out of the Fresh Issue shall be disclosed, and continue to be disclosed till
the time any part of the Issue proceeds remains unutilized, under an appropriate head in the balance
sheet of our Company indicating the purpose for which such monies have been utilized; and
• details of all unutilized monies out of the Fresh Issue, if any shall be disclosed under an appropriate
separate head in the balance sheet indicating the form in which such unutilized monies have been
invested.

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 RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES

Foreign investment in Indian securities is regulated through the Industrial Policy, 1991 of the Government of
India and FEMA. While the Industrial Policy, 1991 prescribes the limits and the conditions subject to which
foreign investment can be made in different sectors of the Indian economy, FEMA regulates the precise manner
in which such investment may be made. Under the Industrial Policy, unless specifically restricted, foreign
investment is freely permitted in all sectors of Indian economy up to any extent and without any prior
approvals, but the foreign investor is required to follow certain prescribed procedures for making such
investment. The government bodies responsible for granting foreign investment approvals are FIPB and the
RBI.

The Government has from time to time made policy pronouncements on FDI through press notes and press
releases. The Department of Industrial Policy and Promotion, Ministry of Commerce and Industry,
Government of India (“DIPP”), issued the Consolidated FDI Policy Circular of 2017 (“FDI Policy”) with effect
from August 28 2017, consolidates and supersedes all previous press notes, press releases and clarifications on
FDI issued by the DIPP that were in force and effect as on August 28, 2017. The Government proposes to update
the consolidated circular on FDI Policy once every year and therefore, the Consolidation FDI Policy will be
valid until the DIPP issues an updated circular.

In terms of the FEMA NDI Rules, a person resident outside India may make investments into India, subject to
certain terms and conditions, and provided that an entity of a country, which shares land border with India or
the beneficial owner of an investment into India who is situated in or is a citizen of any such country, shall
invest only with government approval.

The transfer of shares by an Indian resident to a Non-Resident does not require the prior approval of the FIPB
or the RBI, provided that (i) the activities of the investee Company are under the automatic route under the
Consolidated FDI Policy and transfer does not attract the provisions of the SEBI (Substantial Acquisition of
Shares and Takeovers) Regulations, 2011; (ii) the non-resident shareholding is within the sectoral limits under
the Consolidated FDI Policy; and (iii) the pricing is in accordance with the guidelines prescribed by SEBI/RBI.

Further, in accordance with Press Note No. 3 (2020 Series), dated April 17, 2020 issued by the DPIIT and the
Foreign Exchange Management (Non-debt Instruments) Amendment Rules, 2020 which came into effect from
April 22, 2020, any investment, subscription, purchase or sale of equity instruments by entities of 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,
as prescribed in the Consolidated FDI Policy and the FEMA Rules. Further, in the event of transfer of
ownership of any existing or future foreign direct investment in an entity in India, directly or indirectly,
resulting in the beneficial ownership falling within the aforesaid restriction/ purview, such subsequent change
in the beneficial ownership will also require approval of the Government. Furthermore, on April 22, 2020, the
Ministry of Finance, Government of India has also made a similar amendment to the FEMA Rules. Pursuant
to the Foreign Exchange Management (Non-debt Instruments) (Fourth Amendment) Rules, 2020, a multilateral
bank or fund, of which India is a member, shall not be treated as an entity of a particular country nor shall any
country be treated as the beneficial owner of the investments of such bank of fund in India. Each Bidder should
seek independent legal advice about its ability to participate in the Offer. In the event such prior approval of
the Government of India is required, and such approval has been obtained, the Bidder shall intimate our
Company and the Registrar to the Offer in writing about such approval along with a copy thereof within the
Offer Period.

As per the existing policy of the Government of India, OCBs cannot participate in this Issue and in accordance
with the extant FDI guidelines on sectoral caps, pricing guidelines etc. as amended by Reserve bank of India,
from time to time. Investors are advised to confirm their eligibility under the relevant laws before investing

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and / or subsequent purchase or sale transaction in the Equity Shares of our Company. Investors will not offer,
sell, pledge or transfer the Equity Shares of our Company to any person who is not eligible under applicable
laws, rules, regulations, guidelines. Our Company, the Underwriters and their respective directors, officers,
agents, affiliates and representatives, as applicable, accept no responsibility or liability for advising any
investor on whether such investor is eligible to acquire Equity Shares of our Company.

Investment conditions/restrictions for overseas entities

Under the current FDI Policy 2020, the maximum amount of Investment (sectoral cap) by foreign investor in
an issuing entity is composite unless it is explicitly provided otherwise including all types of foreign
investments, direct and indirect, regardless of whether it has been made for FDI, FPI, NRI/OCI, LLPs, FVCI,
Investment Vehicles and DRs under Foreign Exchange Management. (Non-debt Instruments) Rules, 2019. Any
equity holding by a person resident outside India resulting from conversion of any debt instrument under any
arrangement shall be reckoned as foreign investment under the composite cap.

Portfolio Investment upto aggregate foreign investment level of 49% or sectoral/statutory cap, whichever is
lower, will not be subject to either Government approval or compliance of sectoral conditions, if such
investment does not result in transfer of ownership and/or control of Indian entities from resident Indian
citizens to non-resident entities. Other foreign investments will be subject to conditions of Government
approval and compliance of sectoral conditions as per FDI Policy. The total foreign investment, direct and
indirect, in the issuing entity will not exceed the sectoral/statutory cap.

Investment by FPIs under Portfolio Investment Scheme (PIS)

With regards to purchase/sale of capital instruments of an Indian company by an FPI under PIS the total
holding by each FPI or an investor group as referred in SEBI (FPI) Regulations, 2014 shall not exceed 10% of
the total paid-up equity capital on a fully diluted basis or less than 10% 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
FPIs put together shall not exceed 24% of paid-up equity capital on fully diluted basis or paid up value of each
series of debentures or preference shares or share warrants. The said limit of 10% and 24% will be called the
individual and aggregate limit, respectively. However, this limit of 24 % may be increased up to sectoral
cap/statutory ceiling, as applicable, by the Indian company concerned by passing a resolution by its Board of
Directors followed by passing of a special resolution to that effect by its general body.

Investment by NRI or OCI on repatriation basis:

The purchase/sale of equity shares, debentures, preference shares and share warrants issued by an Indian
company (hereinafter referred to as "Capital Instruments") of a listed Indian company on a recognised stock
exchange in India by Non-Resident Indian (NRI) or Overseas Citizen of India (OCI) on repatriation basis is
allowed subject to certain conditions under Foreign Exchange Management (Non-debt Instruments) Rules,
2019.

The total holding by any individual NRI or OCI shall 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
shall 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; provided that 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.

Investment by NRI or OCI on non-repatriation basis

393
As per current FDI Policy 2020, Foreign Exchange Management (Non-debt Instruments) Rules, 2019, Purchase/
sale of Capital Instruments or convertible notes or units or contribution to the capital of an LLP by a NRI or
OCI on non- repatriation basis – will be deemed to be domestic investment at par with the investment made
by residents. This is further subject to remittance channel restrictions.

The Equity Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended
("US Securities Act") or any other state securities laws in the United States of America and may not be sold or
offered within the United States of America, or to, or for the account or benefit of "US Persons" as defined in
Regulation S of the U.S. Securities Act, except pursuant to exemption from, or in a transaction not subject to,
the registration requirements of US Securities Act and applicable state securities laws.

Accordingly, the equity shares are being offered and sold only outside the United States of America in an
offshore transaction in reliance upon Regulation S under the US Securities Act and the applicable laws of the
jurisdiction where those offers and sale occur.

Further, no offer to the public (as defined under Directive 20003/71/EC, together with any amendments) and
implementing measures thereto, (the "Prospectus Directive") has been or will be made in respect of the Issue
in any member State of the European Economic Area which has implemented the Prospectus Directive except
for any such offer made under exemptions available under the Prospectus Directive, provided that no such
offer shall result in a requirement to publish or supplement a prospectus pursuant to the Prospectus Directive,
in respect of the Issue.

Any forwarding, distribution or reproduction of this document in whole or in part may be unauthorized.
Failure to comply with this directive may result in a violation of the Securities Act or the applicable laws of
other jurisdictions. Any investment decision should be made on the basis of the final terms and conditions and
the information contained in this Red Herring Prospectus.

The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other
jurisdiction outside India and may not be offered or sold, and Application may not be made by persons in any
such jurisdiction, except in compliance with the applicable laws of such jurisdiction.

The above information is given for the benefit of the Applicants. Our Company and the Book Running 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 Red Herring Prospectus. Applicants are advised to make their independent
investigations and ensure that the Applications are not in violation of laws or regulations applicable to them
and do not exceed the applicable limits under the laws and regulations. Subsequent change in beneficial
ownership will also require Government approval.

394
 SECTION XI – MAIN PROVISIONS OF ARTICLES OF ASSOCIATION

ARTICLES OF ASSOCIATION
Of
RAJESH POWER SERVICES LIMITED

COMPANY LIMITED BY SHARES

(Incorporated under the Companies Act, 1956)

The following regulations comprised in the Articles of Association were adopted pursuant to the member’s
resolution passed at the Extra Ordinary General Meeting held on 13 th May,2024 in substitution for, and to the
entire exclusion of, the earlier regulation comprised in the extant Articles of Association of the Company.

I. (1) In these regulations'

(a) 'Company' means RAJESH POWER SERVICES LIMITED.
(b) 'Office' means the Registered Office of the Company.
(c) 'Act' means the Companies Act, 2013 and any statutory modification thereof.
(d) 'Seal' means the Common Seal of the Company.
(e) 'Director' means a director appointed to the Board of a company.
(2) Unless the context otherwise requires, words or expressions contained in these regulations shall
bear the same meaning as in the Act or any statutory modification thereof in force at the date at which these
regulations become binding on the company.
(3) The Company is a Public Company Limited by Shares within the meaning of Section 2 (71) of the
Companies Act, 2013 and accordingly.
"Public company" means a company:
(a) is not a private company
(b) has a minimum paid-up share capital of five lakh rupees or such higher paid-up capital as may be
prescribed Provided that a company which is a subsidiary of a company not being a private company
shall be deemed to be public company for the purposes of this Act even where such subsidiary company
continues to be a private company in its articles.
Share capital and variation of rights
II. 1. Subject to the provisions of the Act and these Articles, the shares in the capital of the company
shall be under the control of the Directors who may issue, allot or otherwise dispose of the same
or any of them to such persons, in such proportion and on suchterms and conditions and either
at a premium or at par and at such time as they may from time-to-time think fit.
2. (i) Every person whose name is entered as a member in the register of members shall be entitled
to receive within two months after incorporation, in case of subscribers to the memorandum or
after allotment or within one month after the application for the registration of transfer or
transmission or within such other period as the conditionsof issue shall be provided, —
(a) one certificate for all his shares without payment of any charges; or
(b) several certificates, each for one or more of his shares, upon payment oftwenty rupees for
each certificate after the first.
(ii) Every certificate shall be under seal and shall specify the shares to which itrelates and the

395
 amount paid-up thereon.
(iii) In respect of any share or shares held jointly by several persons, the company shall not be bound
to issue more than one certificate, and delivery of a certificate for a share to one of several joint
holders shall be sufficient delivery to all such holders.
3. (i) If any share certificate be worn out, defaced, mutilated or torn or if there be nofurther space
on the back for endorsement of transfer, then upon production and surrender thereof to the company,
a new certificate may be issued in lieu thereof, and if any certificate is lost or destroyed then upon
proof thereof to the satisfactionof the company and on execution of such indemnity as the company
deem adequate,a new certificate in lieu thereof shall be given. Every certificate under this Article
shall be issued on payment of twenty rupees for each certificate.
(ii) The provisions of Articles (2) and (3) shall mutatis mutandis apply to debentures of the company.
4. Except as required by law, no person shall be recognised by the company as holding any share upon
any trust, and the company shall not be bound by, or be compelled in any way to recognise (even
when having notice thereof) any equitable, contingent, future or partial interest in any share, or any
interest in any fractional part of a share, or (except only asby these regulations or by law
otherwise provided) any other rights in respect of anyshare except an absolute right to the
entirety thereof in the registered holder.
5. (i) The company may exercise the powers of paying commissions conferred by sub- section (6) of
section 40, provided that the rate per cent. or the amount of the commission paid or agreed to be paid
shall be disclosed in the manner required by that section and rules made thereunder.
(ii) The rate or amount of the commission shall not exceed the rate or amount prescribedin rules made
under sub-section (6) of section 40.
(iii) The commission may be satisfied by the payment of cash or the allotment of fully or partly paid
shares or partly in the one way and partly in the other.

6. (i) If at any time the share capital is divided into different classes of shares, the rights attached to
any class (unless otherwise provided by the terms of issue of the shares of that class) may, subject to
the provisions of section 48, and whether or not the company is being wound up, be varied with the
consent in writing of the holders of three-fourths of the issued shares of that class, or with the
sanction of a special resolution passed at a separate meeting of the holders of the shares of that
class.
(ii) To every such separate meeting, the provisions of these regulations relating togeneral
meetings shall mutatis mutandis apply, but so that the necessary quorum shall be at least two
persons holding at least one-third of the issued shares of the class in question.

7. The rights conferred upon the holders of the shares of any class issued with preferred or other
rights shall not, unless otherwise expressly provided by the terms of issue of the shares of that
class, be deemed to be varied by the creation or issue of further shares ranking pari passu
therewith.
8. Subject to the provisions of section 55, any preference shares may, with the sanction ofan
ordinary resolution, be issued on the terms that they are to be redeemed on suchterms and
in such manner as the company before the issue of the shares may, by special resolution,
determine.

Lien
9. (i) The company shall have a first and paramount lien—
(a) on every share (not being a fully paid share), for all monies (whether presently payable or
not) called, or payable at a fixed time, in respect of that share; and

396
 (b) on all shares (not being fully paid shares) standing registered in the name ofa single
person, for all monies presently payable by him or his estate to the company:
Provided that the Board of directors may at any time declare any share to be whollyor in part
exempt from the provisions of this clause.
(ii) The company’s lien, if any, on a share shall extend to all dividends payable and bonuses
declared from time to time in respect of such shares.
10. The company may sell, in such manner as the Board thinks fit, any shares on which thecompany
has a lien:
Provided that no sale shall be made—
(a) unless a sum in respect of which the lien exists is presently payable; or
(b) until the expiration of fourteen days after a notice in writing stating and demandingpayment
of such part of the amount in respect of which the lien exists as is presently payable, has been
given to the registered holder for the time being of the share orthe person entitled thereto by
reason of his death or insolvency.
11. (i) To give effect to any such sale, the Board may authorise some person to transferthe shares
sold to the purchaser thereof.
(ii) The purchaser shall be registered as the holder of the shares comprised in anysuch
transfer.
(iii) The purchaser shall not be bound to see to the application of the purchase money, nor shall his
title to the shares be affected by any irregularity or invalidity in the proceedings in reference
to the sale.
12. (i) The proceeds of the sale shall be received by the company and applied in paymentof such
part of the amount in respect of which the lien exists as is presently payable.
(ii) The residue, if any, shall, subject to a like lien for sums not presently payable as existed upon
the shares before the sale, be paid to the person entitled to theshares at the date of the sale.
Calls on shares
13. (i) The Board may, from time to time, make calls upon the members in respect of any monies
unpaid on their shares (whether on account of the nominal value of theshares or by way
of premium) and not by the conditions of allotment thereof made payable at fixed times:
Provided that no call shall exceed one-fourth of the nominal value of the share or be payable
at less than one month from the date fixed for the payment of the last preceding call.
(ii) Each member shall, subject to receiving at least fourteen days’ notice specifying the time or
times and place of payment, pay to the company, at the time or times and place so specified,
the amount called on his shares.
(iii) A call may be revoked or postponed at the discretion of the Board.
14. A call shall be deemed to have been made at the time when the resolution of the Board
authorising the call was passed and may be required to be paid by instalments.
15. The joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof.
16. (i) If a sum called in respect of a share is not paid before or on the day appointed for payment
thereof, the person from whom the sum is due shall pay interest thereon from the day
appointed for payment thereof to the time of actual payment at ten per cent. per annum
or at such lower rate, if any, as the Board may determine.
(ii) The Board shall be at liberty to waive payment of any such interest wholly or in part.

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 17. (i) Any sum which by the terms of issue of a share becomes payable on allotment or at any
fixed date, whether on account of the nominal value of the share or by way of premium,
shall, for the purposes of these regulations, be deemed to be a call duly made and payable
on the date on which by the terms of issue such sum becomes payable.
(ii) In case of non-payment of such sum, all the relevant provisions of these regulations as to
payment of interest and expenses, forfeiture or otherwise shall apply as if such sum had
become payable by virtue of a call duly made and notified.
18. The Board—
(a) may, if it thinks fit, receive from any member willing to advance the same, all or any part
of the monies uncalled and unpaid upon any shares held by him; and
(b) upon all or any of the monies so advanced, may (until the same would, but for such
advance, become presently payable) pay interest at such rate not exceeding, unless
the company in general meeting shall otherwise direct, twelve per cent per annum,as
may be agreed upon between the Board and the member paying the sum in advance.
Transfer of shares
19. (i) The instrument of transfer of any share in the company shall be executed by or on
behalf of both the transferor and transferee.
(ii) The transferor shall be deemed to remain a holder of the share until the name ofthe
transferee is entered in the register of members in respect thereof.
20. The Board may, subject to the right of appeal conferred by section 58 decline to register—
(a) the transfer of a share, not being a fully paid share, to a person of whom they donot
approve; or
(b) any transfer of shares on which the company has a lien.
21. The Board may decline to recognize any instrument of transfer unless—
(a) the instrument of transfer is in the form as prescribed in rules made under sub- section
(1) of section 56;
(b) the instrument of transfer is accompanied by the certificate of the shares to which it
relates, and such other evidence as the Board may reasonably require to show the right
of the transferor to make the transfer; and
(c) the instrument of transfer is in respect of only one class of shares.

22. On giving not less than seven days’ previous notice in accordance with section 91 and
rules made thereunder, the registration of transfers may be suspended at such times and for
such periods as the Board may from time to time determine:
Provided that such registration shall not be suspended for more than thirty days at anyone
time or for more than forty-five days in the aggregate in any year.
Transmission of shares
23. (i) On the death of a member, the survivor or survivors where the member was a joint holder,
and his nominee or nominees or legal representatives where he was a sole holder, shall
be the only persons recognised by the company as having any title tohis interest in
the shares.

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 (ii) Nothing in clause (i) shall release the estate of a deceased joint holder from any liability
in respect of any share which had been jointly held by him with other persons.
24. (i) Any person becoming entitled to a share in consequence of the death or insolvency of a
member may, upon such evidence being produced as may from time to time properly be
required by the Board and subject as hereinafter provided, elect, either—
(a) to be registered himself as holder of the share; or
(b) to make such transfer of the share as the deceased or insolvent membercould have
made.
(ii) The Board shall, in either case, have the same right to decline or suspend registrationas it
would have had, if the deceased or insolvent member had transferred theshare
before his death or insolvency.
25. (i) If the person so becoming entitled shall elect to be registered as holder of the share himself,
he shall deliver or send to the company a notice in writing signed by him stating that he
so elects.
(ii) If the person aforesaid shall elect to transfer the share, he shall testify his electionby
executing a transfer of the share.
(iii) All the limitations, restrictions and provisions of these regulations relating to the
right to transfer and the registration of transfers of shares shall be applicable to any such
notice or transfer as aforesaid as if the death or insolvency of the member had not
occurred and the notice or transfer were a transfer signed by that member.
26. A person becoming entitled to a share by reason of the death or insolvency of the holder shall
be entitled to the same dividends and other advantages to which he would beentitled if he
were the registered holder of the share, except that he shall not, beforebeing registered
as a member in respect of the share, be entitled in respect of it toexercise any right
conferred by membership in relation to meetings of the company:

Provided that the Board may, at any time, give notice requiring any such person to elect either
to be registered himself or to transfer the share, and if the notice is not compliedwith
within ninety days, the Board may thereafter withhold payment of all dividends, bonuses or
other monies payable in respect of the share, until the requirements of the notice have been
complied with.
Forfeiture of shares

27. If a member fails to pay any call, or instalment of a call, on the day appointed for payment
thereof, the Board may, at any time thereafter during such time as any part of the call or
instalment remains unpaid, serve a notice on him requiring payment of so much of the call or
instalment as is unpaid, together with any interest which may have accrued.

28. The notice aforesaid shall—

(a) name a further day (not being earlier than the expiry of fourteen days from the dateof
service of the notice) on or before which the payment required by the notice is tobe
made; and

(b) state that, in the event of non-payment on or before the day so named, the sharesin
respect of which the call was made shall be liable to be forfeited.
29. If the requirements of any such notice as aforesaid are not complied with, any share in respect
of which the notice has been given may, at any time thereafter, before the payment required

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 by the notice has been made, be forfeited by a resolution of the Boardto that effect.
30. (i) A forfeited share may be sold or otherwise disposed of on such terms and in such manner
as the Board thinks fit.
(ii) At any time before a sale or disposal as aforesaid, the Board may cancel the forfeiture
on such terms as it thinks fit.
31. (i) A person whose shares have been forfeited shall cease to be a member in respectof the
forfeited shares, but shall, notwithstanding the forfeiture, remain liable to payto the
company all monies which, at the date of forfeiture, were presently payable by him to the
company in respect of the shares.
(ii) The liability of such person shall cease if and when the company shall have received
payment in full of all such monies in respect of the shares.

32. (i) A duly verified declaration in writing that the declarant is a director, the manager or
the secretary, of the company, and that a share in the company has been duly forfeited
on a date stated in the declaration, shall be conclusive evidence of thefacts therein
stated as against all persons claiming to be entitled to the share;

(ii) The company may receive the consideration, if any, given for the share on any saleor
disposal thereof and may execute a transfer of the share in favour of the personto
whom the share is sold or disposed of;

(iii) The transferee shall thereupon be registered as the holder of the share; and
(iv) The transferee shall not be bound to see to the application of the purchase money,if
any, nor shall his title to the share be affected by any irregularity or invalidity in the
proceedings in reference to the forfeiture, sale or disposal of the share.

33. The provisions of these regulations as to forfeiture shall apply in the case of non-paymentof
any sum which, by the terms of issue of a share, becomes payable at a fixed time, whether on
account of the nominal value of the share or by way of premium, as if thesame had been
payable by virtue of a call duly made and notified.

Alteration of capital
34. The company may, from time to time, by ordinary resolution increase the share capital by such
sum, to be divided into shares of such amount, as may be specified in the resolution.

35. Subject to the provisions of section 61, the company may, by ordinary resolution,—
(a) consolidate and divide all or any of its share capital into shares of larger amount
than its existing shares;

(b) convert all or any of its fully paid-up shares into stock, and reconvert that stock into
fully paid-up shares of any denomination;

(c) sub-divide its existing shares or any of them into shares of smaller amount than is
fixed by the memorandum;

(d) cancel any shares which, at the date of the passing of the resolution, have not been
taken or agreed to be taken by any person.

36. Where shares are converted into stock,—

(a) the holders of stock may transfer the same or any part thereof in the same manneras,
and subject to the same regulations under which, the shares from which thestock
arose might before the conversion have been transferred, or as near thereto as

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 circumstances admit:
Provided that the Board may, from time to time, fix the minimum amount of stock
transferable, so, however, that such minimum shall not exceed the nominal amountof
the shares from which the stock arose.
(b) the holders of stock shall, according to the amount of stock held by them, have the same
rights, privileges and advantages as regards dividends, voting at meetings of the
company, and other matters, as if they held the shares from which the stock arose; but
no such privilege or advantage (except participation in the dividends and profits of the
company and in the assets on winding up) shall be conferred by an amount of stock
which would not, if existing in shares, have conferred that privilegeor advantage.
(c) such of the regulations of the company as are applicable to paid-up shares shall
apply to stock and the words “share” and “shareholder” in those regulations shall
include “stock” and “stock-holder” respectively.
37. Sweat Equity/Employees Stock Option Scheme (Esop)
Subject to the provisions of Section 2(88), 54 and other applicable provisions of the Act and the
rules made thereunder the Company may issue sweat equity shares if such issue is authorised
by a special resolution passed by the Company in the general meeting. The Company may also
issue shares to employees including its working Directors, under ESOP or any other scheme,
if authorised by a special resolution of the Company in a general meeting subject to the
provisions of the Act.

38. The company may, by special resolution, reduce in any manner and with, and subject to,
any incident authorised and consent required by law,—
(a) its share capital;
(b) any capital redemption reserve account; or
(c) any share premium account.
Capitalization of profits
39. (i) The company in general meeting may, upon the recommendation of the Board,
resolve—
(a) that it is desirable to capitalize any part of the amount for the time being standing to the
credit of any of the company’s reserve accounts, or to thecredit of the profit and
loss account, or otherwise available for distribution;and
(b) that such sum be accordingly set free for distribution in the manner specifiedin clause
(ii) amongst the members who would have been entitled thereto, if distributed by way
of dividend and in the same proportions.
(ii) The sum aforesaid shall not be paid in cash but shall be applied, subject to the provision
contained in clause (iii), either in or towards—
(A) paying up any amounts for the time being unpaid on any shares held by such
members respectively;
(B) paying up in full, unissued shares of the company to be allotted and distributed,
credited as fully paid-up, to and amongst such members in the proportions
aforesaid;
(C) partly in the way specified in sub-clause (A) and partly in that specified in sub-
clause (B);

401
 (D) A securities premium account and a capital redemption reserve account may, for
the purposes of this regulation, be applied in the paying up of unissued shares to
be issued to members of the company as fully paid bonus shares;
(E) The Board shall give effect to the resolution passed by the company in pursuance
of this regulation.
40. (i) Whenever such a resolution as aforesaid shall have been passed, the Board shall—
(a) make all appropriations and applications of the undivided profits resolved tobe
capitalised thereby, and all allotments and issues of fully paid shares ifany; and
(b) generally do all acts and things required to give effect thereto.
(ii) The Board shall have power—
(a) to make such provisions, by the issue of fractional certificates or by payment in cash
or otherwise as it thinks fit, for the case of shares becoming distributablein fractions;
and
(b) to authorise any person to enter, on behalf of all the members entitled thereto, into an
agreement with the company providing for the allotment to them respectively,
credited as fully paid-up, of any further shares to which they may be entitled upon
such capitalisation, or as the case may require, for the payment by the company on
their behalf, by the application thereto of their respective proportions of profits
resolved to be capitalised, of the amount orany part of the amounts remaining
unpaid on their existing shares;
(iii) Any agreement made under such authority shall be effective and binding on such
members.
Buy-back of shares
41. Notwithstanding anything contained in these articles but subject to the provisions of sections
68 to 70 and any other applicable provision of the Act or any other law for thetime being
in force, the company may purchase its own shares or other specified securities.
General meetings
42. All general meetings other than annual general meeting shall be called extraordinarygeneral
meeting.
43. (i) The Board may, whenever it thinks fit, call an extraordinary general meeting.
(ii) If at any time directors capable of acting who are sufficient in number to form a quorum
are not within India, any director or any two members of the company may call an
extraordinary general meeting in the same manner, as nearly as possible, as that in which
such a meeting may be called by the Board.
Proceedings at general meetings
44. (i) No business shall be transacted at any general meeting unless a quorum of members is
present at the time when the meeting proceeds to business.
(ii) Save as otherwise provided herein, the quorum for the general meetings shall be as
provided in section 103.
45. The chairperson, if any, of the Board shall preside as Chairperson at every general meeting of
the company.
46. If there is no such Chairperson, or if he is not present within fifteen minutes after the time

402
 appointed for holding the meeting, or is unwilling to act as chairperson of the meeting, the
directors present shall elect one of their members to be Chairperson of the meeting.
47. If at any meeting no director is willing to act as Chairperson or if no director is present
within fifteen minutes after the time appointed for holding the meeting, the memberspresent
shall choose one of their members to be Chairperson of the meeting.
Adjournment of meeting
48. (i) The Chairperson may, with the consent of any meeting at which a quorum is present,
and shall, if so directed by the meeting, adjourn the meeting from time to time and from
place to place.
(ii) No business shall be transacted at any adjourned meeting other than the businessleft
unfinished at the meeting from which the adjournment took place.
(iii) When a meeting is adjourned for thirty days or more, notice of the adjourned meeting
shall be given as in the case of an original meeting.
(iv) Save as aforesaid, and as provided in section 103 of the Act, it shall not be necessary to
give any notice of an adjournment or of the business to be transactedat an adjourned
meeting.
Voting rights
49. Subject to any rights or restrictions for the time being attached to any class or classes of
shares,—

(a) on a show of hands, every member present in person shall have one vote; and

(b) on a poll, the voting rights of members shall be in proportion to his share in the paid-up
equity share capital of the company.

50. A member may exercise his vote at a meeting by electronic means in accordance with section
108 and shall vote only once.

51. (i) In the case of joint holders, the vote of the senior who tenders a vote, whether in person or
by proxy, shall be accepted to the exclusion of the votes of the other joint holders.
(ii) For this purpose, seniority shall be determined by the order in which the namesstand
in the register of members.

52. A member of unsound mind, or in respect of whom an order has been made by any court
having jurisdiction in lunacy, may vote, whether on a show of hands or on a poll, by his
committee or other legal guardian, and any such committee or guardian may, on a poll,
vote by proxy.
53. Any business other than that upon which a poll has been demanded may be proceeded with,
pending the taking of the poll.
54. No member shall be entitled to vote at any general meeting unless all calls or other sums
presently payable by him in respect of shares in the company have been paid.
55. (i) No objection shall be raised to the qualification of any voter except at the meeting or
adjourned meeting at which the vote objected to is given or tendered, and everyvote
not disallowed at such meeting shall be valid for all purposes.
(ii) Any such objection made in due time shall be referred to the Chairperson of the meeting,
whose decision shall be final and conclusive.

403
Proxy

56. The instrument appointing a proxy and the power-of-attorney or other authority, if any,
under which it is signed or a notarized copy of that power or authority, shall be deposited at
the registered office of the company not less than 48 hours before the timefor holding the
meeting or adjourned meeting at which the person named in the instrument proposes to vote,
or, in the case of a poll, not less than 24 hours before the time appointed for the taking of the
poll; and in default the instrument of proxy shall not be treated as valid.
57. An instrument appointing a proxy shall be in the form as prescribed in the rules made
under section 105.
58. A vote given in accordance with the terms of an instrument of proxy shall be valid,
notwithstanding the previous death or insanity of the principal or the revocation of the
proxy or of the authority under which the proxy was executed, or the transfer of the shares in
respect of which the proxy is given:
Provided that no intimation in writing of such death, insanity, revocation or transfer shall have
been received by the company at its office before the commencement of the meeting or adjourned
meeting at which the proxy is used.

Board of Directors
59. Unless otherwise determined by a General Meeting the number of Directors shall not be less
than 3 and not more than 15.
The following shall be the First Directors of the Company.
1. KURANG RAMCHANDRA PANCHAL
2. RAJENDRA BALDEVBHAI PATEL
3. DAXESH RAMCHANDRA PANCHAL
4. PRAFUL BALDEVBHAI PATEL
5. VISHAL HEMANTKUMAR PATEL
6. NEHAL RAMCHANDRA PANCHAL
None of the directors shall be required to hold any qualification shares.

60. (i) The remuneration of the directors shall, in so far as it consists of a monthly payment,be
deemed to accrue from day-to-day.

(ii) In addition to the remuneration payable to them in pursuance of the Act, the directors
may be paid all travelling, hotel and other expenses properly incurred by them—

(a) in attending and returning from meetings of the Board of Directors or any
committee thereof or general meetings of the company; or

(b) in connection with the business of the company.

61. The Board may pay all expenses incurred in getting up and registering the company.

62. The company may exercise the powers conferred on it by section 88 with regard to the keeping
of a foreign register; and the Board may (subject to the provisions of that section) make and
vary such regulations as it may thinks fit respecting the keeping of any such register.

63. All cheques, promissory notes, drafts, hundis, bills of exchange and other negotiable
instruments, and all receipts for monies paid to the company, shall be signed, drawn, accepted,
endorsed, or otherwise executed, as the case may be, by such person and in such manner as the
Board shall from time to time by resolution determine.

404
64. Every director present at any meeting of the Board or of a committee thereof shall sign his name
in a book to be kept for that purpose.
65. (i) Subject to the provisions of section 149, the Board shall have power at any time,and
from time to time, to appoint a person as an additional director, provided the number of
the directors and additional directors together shall not at any time exceed the
maximum strength fixed for the Board by the articles.

(ii) Such person shall hold office only up to the date of the next annual general meeting of the
company but shall be eligible for appointment by the company as a director at that
meeting subject to the provisions of the Act.

Proceedings of the Board

66. (i) The Board of Directors may meet for the conduct of business, adjourn and otherwise
regulate its meetings, as it thinks fit.

(ii) A director may, and the manager or secretary on the requisition of a director shall,at
any time, summon a meeting of the Board.

67. (i) Save as otherwise expressly provided in the Act, questions arising at any meeting of the
Board shall be decided by a majority of votes.
(ii) In case of an equality of votes, the Chairperson of the Board, if any, shall have a second
or casting vote.

68. The continuing directors may act notwithstanding any vacancy in the Board; but, if and so long
as their number is reduced below the quorum fixed by the Act for a meeting of the Board, the
continuing directors or director may act for the purpose of increasing thenumber of directors
to that fixed for the quorum, or of summoning a general meeting ofthe company, but for
no other purpose.

69. (i) Mr. Kurang Panchal, Director of the company, appointed as a chairperson of meetings
and in his absence Mr. Rajendra Patel appointed as a chairperson of meetings.
(ii) If no such Chairperson is elected, or if at any meeting the Chairperson is not present
within five minutes after the time appointed for holding the meeting, the directors
present may choose one of their number to be Chairperson of the meeting.
70. (i) The Board may, subject to the provisions of the Act, delegate any of its powers to
committees consisting of such member or members of its body as it thinks fit.
(ii) Any committee so formed shall, in the exercise of the powers so delegated, conform to
any regulations that may be imposed on it by the Board.
71. (i) A committee may elect a chairperson of its meetings in compliance with other applicable
laws and regulations.
(ii) If no such Chairperson is elected, or if at any meeting the Chairperson is not present
within five minutes after the time appointed for holding the meeting, the members present
may choose one of their members to be Chairperson of the meeting.
72. (i) A committee may meet and adjourn as it thinks fit.

405
 (ii) Questions arising at any meeting of a committee shall be determined by a majorityof
votes of the members present, and in case of an equality of votes, the Chairperson shall
have a second or casting vote.
73. All acts done in any meeting of the Board or of a committee thereof or by any person
acting as a director, shall, notwithstanding that it may be afterwards discovered that there was
some defect in the appointment of any one or more of such directors or of anyperson
acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such
director or such person had been duly appointed and was qualified to be a director.
74. Save as otherwise expressly provided in the Act, a resolution in writing, signed by all the
members of the Board or of a committee thereof, for the time being entitled to receive
notice of a meeting of the Board or committee, shall be valid and effective as if it had
been passed at a meeting of the Board or committee, duly convened and held.
Chief Executive Officer, Manager, Company Secretary or Chief Financial Officer
75. Subject to the provisions of the Act,—

(i) A chief executive officer, manager, company secretary or chief financial officer may be
appointed by the Board for such term, at such remuneration and upon such conditions
as it may think fit; and any chief executive officer, manager, company secretary or chief
financial officer so appointed may be removed by means of a resolution of the Board;
(ii) A director may be appointed as chief executive officer, manager, company secretary or
chief financial officer.
76. A provision of the Act or these regulations requiring or authorizing a thing to be done by
or to a director and chief executive officer, manager, company secretary or chief financial
officer shall not be satisfied by its being done by or to the same person acting both as director
and as, or in place of, chief executive officer, manager, company secretary orchief
financial officer.
Dividends and Reserve
77. The company in general meeting may declare dividends, but no dividend shall exceed the
amount recommended by the Board.
78. Subject to the provisions of section 123, the Board may from time to time pay to the members
such interim dividends as appear to it to be justified by the profits of the company.
79. (i) The Board may, before recommending any dividend, set aside out of the profits of the
company such sums as it thinks fit as a reserve or reserves which shall, at the discretion
of the Board, be applicable for any purpose to which the profits of the company may
be properly applied, including provision for meeting contingencies orfor equalising
dividends; and pending such application, may, at the like discretion, either be
employed in the business of the company or be invested in such investments(other than
shares of the company) as the Board may, from time to time, thinks fit.
(ii) The Board may also carry forward any profits which it may consider necessary notto
divide, without setting them aside as a reserve.
80. (i) Subject to the rights of persons, if any, entitled to shares with special rights as to
dividends, all dividends shall be declared and paid according to the amounts paid or
credited as paid on the shares in respect whereof the dividend is paid, but if and so
long as nothing is paid upon any of the shares in the company, dividends may be
declared and paid according to the amounts of the shares.
(ii) No amount paid or credited as paid on a share in advance of calls shall be treated

406
 for the purposes of this regulation as paid on the share.
(iii) All dividends shall be apportioned and paid proportionately to the amounts paid or
credited as paid on the shares during any portion or portions of the period in respect
of which the dividend is paid; but if any share is issued on terms providingthat it
shall rank for dividend as from a particular date such share shall rank for dividend
accordingly.
81. The Board may deduct from any dividend payable to any member all sums of money, if
any, presently payable by him to the company on account of calls or otherwise in relationto
the shares of the company.
82. (i) Any dividend, interest or other monies payable in cash in respect of shares may be paid
by cheque or warrant sent through the post directed to the registered addressof the
holder or, in the case of joint holders, to the registered address of that one of the joint
holders who is first named on the register of members, or to such personand to
such address as the holder or joint holders may in writing direct.
(ii) Every such cheque or warrant shall be made payable to the order of the person to whom
it is sent.
83. Any one of two or more joint holders of a share may give effective receipts for any
dividends, bonuses or other monies payable in respect of such share.
84. Notice of any dividend that may have been declared shall be given to the persons entitledto
share therein in the manner mentioned in the Act.
85. No dividend shall bear interest against the company.
Accounts
86. (i) The Board shall from time to time determine whether and to what extent and at what times
and places and under what conditions or regulations, the accounts and books
of the company, or any of them, shall be open to the inspection of members notbeing
directors.
(ii) No member (not being a director) shall have any right of inspecting any account or book
or document of the company except as conferred by law or authorised by the Board or by the
company in general meeting.
Winding up
87. Subject to the provisions of Chapter XX of the Act and rules made thereunder—
(i) If the company shall be wound up, the liquidator may, with the sanction of a special
resolution of the company and any other sanction required by the Act, divide amongst
the members, in specie or kind, the whole or any part of the assets of the company,
whether they shall consist of property of the same kind or not.
(ii) For the purpose aforesaid, the liquidator may set such value as he deems fair upon any
property to be divided as aforesaid and may determine how such division shallbe
carried out as between the members or different classes of members.
(iii) The liquidator may, with the like sanction, vest the whole or any part of such assets
in trustees upon such trusts for the benefit of the contributories if he considers
necessary, but so that no member shall be compelled to accept any shares or other
securities whereon there is any liability.
Indemnity
88. Every officer of the company shall be indemnified out of the assets of the companyagainst

407
any liability incurred by him in defending any proceedings, whether civil or criminal, in
which judgment is given in his favour or in which he is acquitted or in which relief is granted
to him by the court or the Tribunal.

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 SECTION XII – 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 the Company (not
being contracts entered into in the ordinary course of business carried on by the Company or contracts entered
into more than two years before the date of this Red Herring Prospectus) which are or may be deemed material
have been attached to the copy of the Red Herring Prospectus delivered to the RoC for registration. Copies of
the above-mentioned contracts and also 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 Application/Issue Opening Date
until the Application/Issue Closing Date.

A. Material Contracts

1. Offer Agreement/Memorandum of Understanding dated July 15, 2024 between our Company and the
Book Running Lead Manager.

2. Registrar Agreement dated July 13, 2024 between our Company and the Registrar to the Issue.

3. Banker to the Issue and Sponsor Bank Agreement dated [●] among our Company, Book Running Lead
Manager, Banker to the Issue and the Registrar to the Issue.

4. Market Making Agreement dated July 13,2024 between our Company, the Book Running Lead Manager
and Market Maker.

5. Underwriting Agreement dated July 13,2024 between our Company, the Book Running Lead Manager
and Market Maker.

6. Syndicate Agreement dated [●] executed between our Company, Book Running Lead Manager and
Syndicate Member.

7. Share Escrow Agreement dated [●] between the Selling Shareholder, our Company, Book Running
Lead Manager and the Share Escrow Agent.

8. Tripartite agreement between the NSDL, our Company and the Registrar dated April 26, 2024.

9. Tripartite agreement between the CDSL, our Company and the Registrar dated June 24, 2024.

10. Addendum to Draft Red herring Prospectus dated 25th October, 2024.

11. Addendum to Offer Agreement dated [●] between our company and the Book Running Lead Manager.

12. Addendum to the Market making agreement dated [●] between our company, the Book Running Lead
Manager and Market Maker.

13. Addendum to the Underwriting Agreement dated [●] between our company, the Book Running Lead
Manager and Market Maker.

409
14. Lease agreement executed on July 26, 2024 between Mr. Prafulbhai Baldevbhai Patel, Mr. Rajendra
Baldev Patel, Mr. Vishal Hematbhai Patel and our company for the Land on which the proposed Solar
Power Plant is to be set up.

15. Supplementary lease Agreement executed on 15th October, 2024 between Mr. Prafulbhai Baldevbhai
Patel, Mr. Rajendra Baldev Patel, Mr. Vishal Hematbhai Patel and our company for the Land on which
the proposed Solar Power Plant is to be set up.

B. Material Documents

1. Certified true copies of the Memorandum and Articles of Association of our Company, as amended from
time to time.

2. Copy of Certificates of Incorporation of Rajesh Power Services Limited.

3. Resolution of the Board of Directors meeting dated July 10, 2024 authorizing the Issue.

4. Shareholders’ resolution passed at the AGM dated July 13, 2024 authorizing the Issue.

5. Auditor’s report for Restated Financial Statements (Standalone and Consolidated) dated Novermber 07,
2024 included in this Red Herring Prospectus.

6. The Statement of Tax Benefits dated July 15, 2024 from our Statutory Auditors.

7. Consent of our Directors, Chief Financial Officer, Statutory Auditor, Book Running Lead Manager,
Banker to the Company, Legal Advisor to the Issue, Registrar to the Issue, Market Maker, Underwriters
and Banker to the Issue and Sponsor Bank as referred to in their specific capacities.

8. Due Diligence Certificate(s) dated November 13, 2024 of the Book Running Lead Managers to be
submitted to SEBI along with the filing of the Red Herring Prospectus.

9. Approval from BSE vide letter dated October 31, 2024 to use the name of BSE in this Issue Document for
listing of Equity Shares on the SME Platform of the BSE.

Any of the contracts or documents mentioned in this Red Herring Prospectus 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.

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 DECLARATION

We, hereby declare that, all the relevant provisions of the Companies Act, 2013 and the Guidelines issued by
the Government of India or the Regulations or Guidelines issued by the Securities and Exchange Board of
India, as the case may be, have been complied with and no statement made in the Red Herring Prospectus is
contrary to the provisions of the Companies Act, 2013, the Securities Contract (Regulation) Act, 1956, the
Securities Contracts (Regulation) Rules, 1957 and the Securities and Exchange Board of India Act, 1992, each
as Amended or Rules made there under or Guidelines / Regulations issued, as the case may be. We further
certify that all the disclosures and statements made in the Red Herring Prospectus are true and correct.

SIGNED BY THE DIRECTORS OF OUR COMPANY:

Name Designation Signature

Mr. Rajendra Baldevbhai Patel Promoter / Whole Time Director
Sd/-
Mr. Kurang Ramchandra Promoter/ Managing Director Sd/-
Panchal
Mr. Kaxil Prafulbhai Patel Promoter / CFO and Director Sd/-
Mr. Utsav Nehal Panchal Promoter/ CEO and Director Sd/-
Ms. Pankti Parth Shah Non-Executive Independent Director Sd/-
Mr. Sujit Gulati Non-Executive Independent Director Sd/-
Mr. Viral Deepakbhai Ranpura Non-Executive Independent Director Sd/-

Name Designation Signature

Mr. Kaxil Prafulbhai Patel Chief Financial Officer Sd/-
Ms. Jyoti Daxeshbhai Mochi Company Secretary & Compliance Sd/-
Officer

Date: November 13, 2024

Place: Ahmedabad

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 DECLARATION BY SELLING SHAREHOLDERS

The undersigned Selling Shareholder hereby certifies that all the statements made by Selling Shareholders in
this Red Herring Prospectus about or in relation to itself in connection with the offer for sale and the equity
shares offered by me in the offer for sale and equity shares offered by me in the offer for sale are true and
correct.

SIGNED BY SELLING SHAREHOLDERS

Name Signature
Mrs. Beena Panchal Sd/-
Mr. Krunal Panchal Sd/-
Mr. Nehal Panchal Sd/-
Mr. Rajendra Patel Sd/-
Mr. Praful Patel Sd/-
Mr. Vishal Patel Sd/-
Mrs. Kalaben Kantibhai Patel Sd/-
Mrs. Jyotsna Ramesh Patel Sd/-

Date: November 13, 2024

Place: Ahmedabad

412