Red Herring Prospectus

Dated: September 01, 2023

Please read Section 32 of Companies Act, 2013
100% Book Built Issue

(Please scan this QR Code to view the Red Herring Prospectus) EMS LIMITED
CIN: U45205DL2010PLC211609

Registered Office Corporate Office Contact Person Email and Telephone Website

C-88, Second Floor, Raj Nagar Email: [email protected]

701, DLF Tower A, Jasola Distt. Centre, Raj Nagar, Mr. Deepak Kumar, Tel: +91 8826696627;
www.ems.co.in
New Delhi-110025, India Ghaziabad-201002, Uttar Company Secretary & Compliance Officer 0120 4235555/
Pradesh, India 4235559
PROMOTERS OF THE COMPANY
MR. RAMVEER SINGH AND MR. ASHISH TOMAR
DETAILS OF ISSUE TO PUBLIC
Size of the Offer for OFS Size
Fresh Issue Size Total Issue Size
Type Sale (No. of Equity (Rs. In Eligibility
(Rs. In Lakhs) (Rs. In Lakhs)
Shares) Lakhs)
The Issue is being made pursuant to Regulation 6(1) of the
Fresh Up to [●] equity shares SEBI ICDR Regulations. For further details, please see “Other
Issue & of face value of Rs. 10 82,94,118 Rs. [●] Regulatory and Statutory Disclosures – Eligibility for the
Rs. [●] Lakhs
Offer each aggregating upto Equity Shares Lakhs Issue and Transfer Restrictions” on page 460. For details in
for Sale Rs. 14,624.00 Lakhs relation to share reservation among QIBs, NIBs and RIBs, see
“Issue Structure” on page 473.
Our Company has, in consultation with the BRLM, undertaken a Pre-IPO Placement of 16,00,000 Equity Shares at an issue price of Rs. 211 per Equity Share (including a
premium of Rs. 201 per Equity Share) aggregating Rs.3,376.00 Lakhs. The size of the Fresh Issue of up to Rs. 18,000.00 Lakhs has been reduced by Rs. 3,376.00 Lakhs
pursuant to the Pre-IPO Placement and the revised size of the Fresh Issue is up to Rs.14,624.00 Lakhs. For risk regarding apprehension/concerns o f the listing of our Equity
Shares on the Stock Exchanges see ‘Risk Factors - There is no guarantee that our Equity Shares will be listed on the BSE and the NSE in a timely manner or at all’ on page
75.
DETAILS OF THE OFFER FOR SALE BY THE SELLING SHAREHOLDER AND WEIGHTED AVERAGE COST OF ACQUISITION PER EQUITY SHARE
NUMBER OF EQUITY SHARES
NAME OF THE SELLING WEIGHTED AVERAGE COST OF ACQUISITION (IN
TYPE OFFERED / AMOUNT (Rs. in
SHAREHOLDER Rs. PER EQUITY SHARE)^
Lakhs)
Promoter Selling Upto 82,94,118 Equity Shares,
Mr. Ramveer Singh Rs. 2.45
Shareholder aggregating upto Rs. [●] Lakhs
^ As certified by Rishi Kapoor & Company, Chartered Accountants pursuant to their certificate dated August 14, 2023.
RISKS IN RELATION TO THE FIRST ISSUE
The face value of the Equity Shares is Rs. 10 each. The Floor Price, the Cap Price and the Issue Price (as determined by our Company, in consultation with the BRLM), on
the basis of the assessment of market demand for the Equity Shares by way of the book building process, as stated in “Basis for Issue Price” beginning on page 130, should
not be considered 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 or 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 this Issue unless they can afford to take the risk of
losing their entire 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 issued in the Issue have not been recommended
or approved by the Securities and Exchange Board of India (“SEBI”), nor does SEBI guarantee the accuracy or adequacy of the Red Herring Prospectus. Specific attention
of the investors is invited to the section “Risk Factors” beginning on page 32.
COMPANY’S AND SELLING SHAREHOLDERS’ 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 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 t here 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. Selling
Shareholder accepts responsibility for and confirms only such statements made by them in this Red Herring Prospectus to the e xtent such information specifically pertains
to Selling Shareholder and its portion of the Offered Shares and assumes responsibility that such statements are true and correct in all material respects and are not misleading
in any material respect. Further, the Selling Shareholder, assumes no responsibility for any other statements made in this Red Herring Prospectus, including any of the
statements made by or relating to our Company or Company’s business or Selling Shareholder.
LISTING
The Equity Shares issued through the Red Herring Prospectus are proposed to be listed on the Stock Exchanges being BSE Limited and National Stock Exchange of Indi a
Limited. For the purposes of the Issue, National Stock Exchange of India Limited is the Designated Stock Exchange.
LEAD MANAGER TO THE ISSUE
Name and Logo Contact Person Email and Telephone

Mr. Chandan Mishra; Email: [email protected]

Mr. Vipin Aggarwal Tel: 0120 4415469, 022-66413315
KHAMBATTA SECURITIES LIMITED
REGISTRAR TO THE ISSUE
Name and Logo Contact Person Email and Telephone

Email: [email protected]
Mr. M Murali Krishna
Tel: +91 40 6716 2222
KFIN TECHNOLOGIES LIMITED
BID ISSUE PROGRAMME
TUESDAY,
ANCHOR INVESTOR THURSDAY, BID/ ISSUE FRIDAY, BID/ ISSUE CLOSES
SEPTEMBER 12,
BIDDING DATE(1) SEPTEMBER 07, 2023 OPENS ON(1) SEPTEMBER 08, 2023 ON(2)
2023(3)
(1)
Our Company & the Selling Shareholder, in consultation with the BRLM, may consider participation by Anchor Investors in accordance with the SEBI ICDR Regulations.
(2)
Our Company, in consultation with the BRLM, may decide to close the Bid/ Offer Period for QIBs one Working Day prior to the B id/ Offer Closing Date, in accordance with the SEBI
ICDR Regulations, (3)UPI mandate end time and date shall be at 5:00 pm on the Bid/Offer Closing Date.
 Red Herring Prospectus
Dated: September 01, 2023
Please read Section 32 of Companies Act, 2013
100% Book Built Issue

EMS LIMITED
Our Company was originally incorporated as ‘EMS Infracon Private Limited’ a private limited company under the Companies Act, 1956 at Delhi, pursuant to a certificate of incorporation dated
December 21, 2010 issued by the Registrar of Companies, National Capital Territory of Delhi and Haryana. Thereafter on June 30, 2012, our Company took over the business of partnership firm, M/s
Satish Kumar. Thereafter, name of our Company was changed from ‘EMS Infracon Private Limited’ to ‘EMS Private Limited’, pursuant to a special resolution passed by the shareholders of our
Company on September 30, 2022 and a fresh certificate of incorporation consequent to change of name was issued by the Registrar of Companies, Delhi (“RoC”) on October 26, 2022. Subsequently,
our Company was converted from private to public company, pursuant to a special resolution passed by the shareholders of our Company on October 27, 2022 and a fresh certificate of incorporation
consequent to change of name was issued by the Registrar of Companies, Delhi (“RoC”) on November 25, 2022. For further details on the change in the name and the registered office of our Company,
see “History and Certain Corporate Matters” beginning on page 272. Our Company’s Corporate Identity Number is U45205DL2010PLC211609.
Registered Office: 701, DLF Tower A, Jasola New Delhi-110025, India
Corporate Office: C-88, Second Floor, Raj Nagar Distt. Centre, Raj Nagar, Ghaziabad-201002, Uttar Pradesh, India
Tel No.: +91 8826696627; 0120 4235555/ 4235559; E-mail: [email protected]; Website: www.ems.co.in
Contact Person: Mr. Deepak Kumar, Company Secretary and Compliance Officer
PROMOTERS OF OUR COMPANY: MR. RAMVEER SINGH AND MR. ASHISH TOMAR
DETAILS OF THE ISSUE
INITIAL PUBLIC OFFER OF UP TO [●] EQUITY SHARES OF FACE VALUE OF Rs.10 EACH (“EQUITY SHARES”) OF EMS LIMITED (“COMPANY”) FOR CASH AT A PRICE OF RS. [●]
PER EQUITY SHARE (INCLUDING A PREMIUM OF RS. [●] PER EQUITY SHARE) (“OFFER PRICE”) AGGREGATING UP TO Rs. [●] LAKHS THROUGH AN OFFER FOR SALE (THE
“OFFER”) OF UP TO 82,94,118 EQUITY SHARES AGGREGATING UP TO RS. [●] LAKHS BY MR. RAMVEER SINGH (THE “PROMOTER SELLING SHAREHOLDER”) AND THE
PROMOTER SELLING SHAREHOLDER ARE REFERRED TO AS, THE “SELLING SHAREHOLDER” AND SUCH EQUITY SHARES OFFERED BY THE SELLING SHAREHOLDER, THE
“OFFERED SHARES”). THE ISSUE WILL CONSTITUTE [●] % OF THE POST-ISSUE PAID-UP CAPITAL OF OUR COMPANY.

OUR COMPANY HAS, IN CONSULTATION WITH THE BRLM, UNDERTAKEN A PRE-IPO PLACEMENT OF 16,00,000 EQUITY SHARES AT AN ISSUE PRICE OF RS. 211 PER EQUITY
SHARE (INCLUDING A PREMIUM OF RS. 201 PER EQUITY SHARE) AGGREGATING RS.3,376.00 LAKHS. THE SIZE OF THE FRESH ISSUE OF UP TO RS. 18,000.00 LAKHS HAS BEEN
REDUCED BY RS. 3,376.00 LAKHS PURSUANT TO THE PRE-IPO PLACEMENT AND THE REVISED SIZE OF THE FRESH ISSUE IS UP TO RS.14,624.00 LAKHS. FOR RISK REGARDING
APPREHENSION/CONCERNS OF THE LISTING OF OUR EQUITY SHARES ON THE STOCK EXCHANGES SEE ‘RISK FACTORS - THERE IS NO GUARANTEE THAT OUR EQUITY
SHARES WILL BE LISTED ON THE BSE AND THE NSE IN A TIMELY MANNER OR AT ALL’ ON PAGE 75.

THE FACE VALUE OF EQUITY SHARES IS RS. 10 EACH. THE PRICE BAND AND THE MINIMUM BID LOT SHALL BE DECIDED BY OUR COMPANY IN CONSULTATION WITH THE
BOOK RUNNING LEAD MANAGER (“BRLM”) AND WILL BE ADVERTISED IN ALL EDITIONS OF [●], AN ENGLISH NATIONAL DAILY NEWSPAPER AND ALL EDITIONS OF [●], A
HINDI NATIONAL DAILY NEWSPAPER, HINDI ALSO BEING THE REGIONAL LANGUAGE OF DELHI, WHERE OUR REGISTERED OFFICE IS LOCATED, WITH WIDE CIRCULATION,
AT LEAST TWO WORKING DAYS PRIOR TO THE BID/ISSUE OPENING DATE AND SHALL BE MADE AVAILABLE TO THE BSE LIMITED (“BSE”) AND THE NATIONAL STOCK
EXCHANGE OF INDIA LIMITED (“NSE”, AND TOGETHER WITH BSE, THE “STOCK EXCHANGES”) FOR THE PURPOSE OF UPLOADING ON THEIR RESPECTIVE WEBSITES IN
ACCORDANCE WITH SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018, AS AMENDED (THE “SEBI
ICDR REGULATIONS”).
In case of any revision in the Price Band, the Bid/Issue Period will be extended by at least three additional Working Days after such revision in the Price Band, subject to the Bid/Issue Period not
exceeding 10 Working Days. In cases of force majeure, banking strike or similar circumstances, our Company may, for reasons to be recorded in writing, extend the Bid/Issue Period for a minimum
of three Working Days, subject to the Bid/Issue Period not exceeding 10 Working Days. Any revision in the Price Band and the revised Bid/Issue Period, if applicable, shall be widely disseminated
by notification to the Stock Exchanges, by issuing a public notice, and also by indicating the change on the websites of the Book Running Lead Manager and at the terminals of the Syndicate
Members and by intimation to Designated Intermediaries and the Sponsor Bank, as applicable.
The Issue is being made in terms of Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as amended, read with Regulation 31 of the Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations, 2018, as amended (“SEBI ICDR Regulations”). The Issue is being made through the Book Building Process, in compliance with Regulation 6(1) of the SEBI ICDR
Regulations, wherein not more than 50% of the Issue shall be available for allocation on a proportionate basis to Qualified Institutional Buyers (the “QIBs”) (the “QIB Category”), provided that our Company, 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”). 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 made to Anchor Investors. 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 of the QIB Category shall be available for allocation on a proportionate basis to all QIBs, including
Mutual Funds, subject to valid Bids being received from them at or above the Issue Price. Further, not less than 15% of the Issue shall be available for allocation to Non-Institutional Bidders, of which (a) one-third
portion shall be reserved for applicants with application size of more than Rs. 2,00,000 and up to Rs. 10,00,000; and (b) two-thirds portion shall be reserved for applicants with application size of more than Rs.
10,00,000, provided that the unsubscribed portion in either of such sub-categories may be allocated to applicants in the other sub-category of Non-Institutional Bidders, subject to valid Bids being received at or above
the Issue Price and not less than 35% of the Issue will 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. All Bidders, other than the Anchor Investors, are mandatorily required to participate in this Issue only through an Ap plication Supported by Blocked Amount (“ASBA”) process, providing details of their
respective bank accounts (including UPI ID for UPI Bidders using UPI Mechanism) in which the Bid amount will be blocked by the Self Certified Syndicate Banks or the Sponsor Bank. The Anchor Investors are not
permitted to participate in the Anchor Investor Portion through the ASBA process. For further details, please see “Issue Procedure” beginning on page 478.
RISK IN RELATION TO THE FIRST ISSUE
This being the first public issue of Equity Shares by our Company, there has been no formal market for the Equity Shares of our Company. The face value of the Equity Shares is Rs. 10 each. The
Issue Price, Floor Price and Price Band 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 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 examin ation of our
Company and the Issue, including the risks involved. The Equity Shares in the Issue have not been recommended or approved by the Securities and Exchange Board of India (“SEBI”), nor does
SEBI guarantee the accuracy or adequacy of the contents of this Red Herring Prospectus. Specific attention of the investors is invited to “Risk Factors” beginning on page 32.
COMPANY’S AND SELLING SHAREHOLDERS’ 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 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. Selling Shareholder accepts responsibility for and confirms only such statements made by them in this Red Herring
Prospectus to the extent such information specifically pertains to Selling Shareholder and its portion of the Offered Shares and assumes responsibility that such statements are true and correct in all
material respects and are not misleading in any material respect. Further, the Selling Shareholder, assumes no responsibility for any other statements made in this Red Herring Prospectus, including
any of the statements made by or relating to our Company or Company’s business or Selling Shareholder.
LISTING
The Equity Shares offered through the Red Herring Prospectus are proposed to be listed on the Stock Exchanges. Our Company has received ‘in-principle’ approvals from BSE and NSE for the
listing of the Equity Shares pursuant to both letters dated June 07, 2023. For the purposes of the Issue, the Designated Stock Exchange shall be National Stock Exchange of India Limited. A copy of
the Red Herring Prospectus and the Prospectus shall be filed with the RoC in accordance with Sections 26(4) and 32 of the Companies Act, 2013. For details of the material contracts and documents
available for inspection from the date of the Red Herring Prospectus until the Bid/Issue Closing Date, see “Material Contracts and Documents for Inspection” beginning on page 525.
LEAD MANAGER TO THE ISSUE REGISTRAR TO THE ISSUE

KHAMBATTA SECURITIES LIMITED KFIN TECHNOLOGIES LIMITED

1 Ground Floor, 7/10, Botawala Building, 9 Bank Street, Selenium Tower B, Plot 31-32, Financial District,
Horniman Circle, Fort, Mumbai, Maharashtra – 400 001, India
Nanakramguda, Gachibowli, Hyderabad – 500 032,
Tel: 011-41645051, 022-66413315
Email: [email protected] India
Investor Grievance Email: Tel: +91 40 6716 2222
[email protected] Email: [email protected]
Website: www.khambattasecurities.com Website: www.kfintech.com
Contact Person: Mr. Chandan Mishra; Contact Person: Mr. M Murali Krishna
Mr. Vipin Aggarwal SEBI Registration No: INR000000221
SEBI Registration No.: INM000011914
BID ISSUE PROGRAMME
ANCHOR INVESTOR THURSDAY, BID/ ISSUE OPENS FRIDAY, SEPTEMBER 08, TUESDAY,
(1) (1) BID/ ISSUE CLOSES ON(2)
BIDDING DATE SEPTEMBER 07, 2023 ON 2023 SEPTEMBER 12, 2023(3)
(1)
Our Company & the Selling Shareholder, in consultation with the BRLM, may consider participation by Anchor Investors in accordance with the SEBI ICDR Regulations.
(2)
Our Company, in consultation with the BRLM, may decide to close the Bid/ Offer Period for QIBs one Working Day prior to the Bid/ Offer Closing Date, in accordance with the SEBI ICDR
Regulations.
(3)
UPI mandate end time and date shall be at 5:00 pm on the Bid/Offer Closing Date.
 TABLE OF CONTENTS
SECTION I – GENERAL 01
DEFINITIONS AND ABBREVIATIONS 01
CERTAIN CONVENTIONS AND PRESENTATION OF FINANCIAL, INDUSTRY AND
18
MARKET DATA
FORWARD - LOOKING STATEMENTS 21
SUMMARY OF THE ISSUE DOCUMENT 23
SECTION II – RISK FACTORS 32
SECTION III – INTRODUCTION 88
THE ISSUE 88
SUMMARY OF FINANCIAL STATEMENTS 90
GENERAL INFORMATION 97
CAPITAL STRUCTURE 108
OBJECTS OF THE ISSUE 119
BASIS FOR ISSUE PRICE 130
STATEMENT OF SPECIAL TAX BENEFITS 139
SECTION IV – ABOUT THE COMPANY 144
INDUSTRY OVERVIEW 144
OUR BUSINESS 213
KEY INDUSTRY REGULATION AND POLICIES 265
HISTORY AND CERTAIN CORPORATE MATTERS 272
OUR MANAGEMENT 277
OUR PROMOTERS AND PROMOTER GROUP 298
OUR JOINT VENTURES 303
OUR SUBSIDIARIES 306
OUR GROUP ENTITIES 309
DIVIDEND POLICY 317
SECTION V – FINANCIAL INFORMATION 318
RESTATED FINANCIAL STATEMENTS 318
CAPITALISATION STATEMENT 399
OTHER FINANCIAL INFORMATION 400
FINANCIAL INDEBTEDNESS 402
RELATED PARTY TRANSACTIONS 403
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
406
RESULTS OF OPERATIONS
SECTION VI – LEGAL AND OTHER INFORMATION 440
OUTSTANDING LITIGATIONS AND MATERIAL DEVELOPMENTS 440
GOVERNMENT AND OTHER STATUTORY APPROVALS 452
OTHER REGULATORY AND STATUTORY DISCLOSURES 456
SECTION VII – ISSUE RELATED INFORMATION 467
TERMS OF THE ISSUE 467
ISSUE STRUCTURE 473
ISSUE PROCEDURE 478
RESTRICTION ON FOREIGN OWNERSHIP OF INDIAN SECURITIES 500
SECTION VIII – DESCRIPTION OF EQUITY SHARES AND TERMS OF THE ARTICLES
502
OF ASSOCIATION
SECTION IX – OTHER INFORMATION 525
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION 525
DECLARATION 527
 SECTION I – GENERAL

DEFINITIONS AND ABBREVIATIONS

This Red Herring Prospectus uses certain definitions and abbreviations which, unless the context otherwise
implies or requires, or unless otherwise specified, shall have the meaning as assigned below. References to
statutes, rules, regulations, guidelines and policies will, unless the context otherwise requires, be deemed to
include all amendments, modifications and replacements notified thereto, as of the date of this Red Herring
Prospectus, and any reference to a statutory provision shall include any subordinate legislation made from time to
time under that provision.

The words and expressions used in this Red Herring Prospectus but not defined herein, shall have, to the extent
applicable, the meanings ascribed to such terms under the Companies Act, the SEBI ICDR Regulations, the
SCRA, the Depositories Act or the rules and regulations made thereunder.

Notwithstanding the foregoing, terms used in sections entitled in “Industry Overview”, “Key Regulations and
Policies in India”, “Statement of Tax Benefits”, “Financial Information”, “Basis for Issue Price”, “Outstanding
Litigation and Other Material Developments”, “Government and other approvals”, “Issue Procedure” and “Main
Provisions of Articles of Association”, on page nos. 144, 265, 139, 318, 130, 440, 452, 478 and 502 respectively,
shall have the meaning ascribed to such terms in those respective sections.

General Terms

Term Description
The Company / our EMS Limited is a company incorporated under the Companies Act 1956, having
Company / The Issuer the Registered Office located at 701, DLF Tower A, Jasola, New Delhi-110025,
India and Corporate office located at C-88, RDC, Raj Nagar, Ghaziabad – 201001,
Uttar Pradesh. The company was originally incorporated as M/s EMS Infracon
Private Limited in 2010 with its two directors, i.e., Mr. Ramveer Singh & Mr.
Ashish Tomar & had taken over the partnership business of M/s. Satish Kumar in
June 30, 2012.
“we”, “us” or “our” or Unless the context otherwise indicates or implies, our Company together with its
“Group” Subsidiaries, on a Consolidated basis.

Company related Terms

Term Description
AoA/ Articles / Articles
The Articles of Association of our Company, as amended from time to time
of Association
The committee of the Board of Directors reconstituted on March 14, 2023 as our
Company’s Audit Committee in accordance with Section 177 of the Companies
Audit Committee
Act, 2013 and Regulation 18 of SEBI (Listing Obligations and Disclosure
Requirements), 2015
Auditors / Statutory Rishi Kapoor & Company, Chartered Accountants, being the current Statutory
Auditors Auditor of our Company.
Board of Directors / The Board of Directors of EMS Limited, including all duly constituted Committees
Board thereof.
Chief Financial Officer Chief financial officer of our Company is Mr. Gajendra Parihar
Chairman Mr. Ramveer Singh, the Chairman and Director of our Company.
Company Secretary and The Company Secretary and Compliance officer of our Company is Mr. Deepak
Compliance Officer Kumar.

1|Page
 Term Description
Corporate Social The committee of the Board of Directors reconstituted on March 14, 2023 as our
Responsibility Company’s Corporate Social Responsibility Committee in accordance with
Committee Section 135 of the Companies Act, 2013.

Corporate Office C-88, Second Floor, Raj Nagar, Centre, Raj Nagar, Ghaziabad-201002, Uttar
Pradesh, India
Director(s) Director(s) of EMS Limited, unless otherwise specified.
Equity Shares of our Company of Face Value of Rs.10 each unless otherwise
Equity Shares
specified in the context thereof.
Equity Shareholders Person(s) holding Equity Share(s) of our Company.
Executive Directors(s) of our Company. For further details, please refer section
Executive Directors(s)
titled “Our Management” on page no. 277.
Companies (other than our Subsidiaries, if any and joint ventures) with which there
were related party transactions as disclosed in the Restated Consolidated Financial
Group Companies
Statements as covered under the applicable accounting standards, and as disclosed
in “Our Group Companies” on page no. 309.
Independent directors on the Board, and eligible to be appointed as an independent
director under the provisions of Companies Act and SEBI Listing Regulations. For
Independent Director(s)
details of the Independent Directors, please refer chapter titled “Our Management”
beginning on page no. 277.
International Securities Identification Number. In this case being,
ISIN
INE0OV601013.
Key Management Key managerial personnel of our Company in terms of Regulation 2(1)(bb) of the
Personnel / KMP SEBI ICDR Regulations as disclosed in “Our Management” on page no. 277.
Policy adopted by our Company, in its Board meeting held on March 14, 2023, for
Materiality Policy
identification of group companies, material creditors and material litigations.
MOA / Memorandum /
Memorandum of The Memorandum of Association of our Company, as amended from time to time
Association
The committee of the Board of Directors constituted on March 14, 2023 as our
Nomination and
Company’s Nomination and Remuneration Committee in accordance with
Remuneration
Regulation 19 of the SEBI Listing Regulations and Section 178 of the Companies
Committee
Act, 2013.
Promoters / Core
The Promoters of our Company are Mr. Ramveer Singh and Mr. Ashish Tomar.
Promoters
Such persons, entities and companies constituting our promoter group pursuant to
Promoter Group Regulation 2(1)(pp) of the SEBI (ICDR) Regulations as disclosed in “Our
Promoters and Promoter Group” on page no. 298.
Promoter Selling
The Promoter Selling Shareholder is Mr. Ramveer Singh.
shareholder
The Registered Office of our Company situated at 701, DLF Tower A, Jasola New
Registered Office
Delhi-110025, India.
Registrar of Companies/ Registrar of Companies, Delhi situated at 4th Floor, IFCI Tower, 61 Nehru Place,
RoC New Delhi – 110019, India.
The restated consolidated financial information of our Company, along with our
joint ventures, comprising of the restated consolidated balance sheet for the
Financial Year ended March 31, 2023, March 31, 2022 and March 31, 2021 of the
Restated Consolidated
Company together with its notes, annexures and schedules prepared in accordance
Financial Statements
with Ind AS, and restated in accordance with requirements of Section 26 of Part I
of Chapter III of Companies Act, SEBI ICDR Regulations and the Guidance Note
on “Reports in Company Prospectus (Revised 2019)” issued by ICAI.

2|Page
 Term Description
The committee of the Board of Directors constituted on March 14, 2023 as our
Stakeholders’
Company’s Stakeholders’ Relationship Committee in accordance with Regulation
Relationship Committee
20 of the SEBI Listing Regulations and Section 178 of the Companies Act, 2013.

Issue Related Term

Term Description
Abridged prospectus means a memorandum containing such salient features of a
Abridged Prospectus
Prospectus as may be specified by SEBI in this behalf
The slip or document issued by the Designated Intermediary to a Bidder as proof
Acknowledgement Slip
of registration of the Application Form.
Unless the context otherwise requires, allotment or transfer, as the case may be of
Allot / Allotment /
Equity Shares offered pursuant to the Fresh Issue and transfer of the Offered Shares
Allotted
by the Selling Shareholder pursuant to the Offer for Sale to the successful Bidders
A note or advice or intimation of Allotment sent to the Bidders who have been or
Allotment Advice are to be Allotted the Equity Shares after the Basis of Allotment has been approved
by the Designated Stock Exchange.
Allottees The successful Bidder to whom the Equity Shares are being / have been allotted.
A Qualified Institutional Buyer, applying under the Anchor Investor Portion in
Anchor Investor accordance with the requirements specified in the SEBI ICDR Regulations and the
Red Herring Prospectus
The price at which Equity Shares will be allocated to Anchor Investors in terms of
Anchor Investor the Red Herring Prospectus and the Prospectus which will be decided by our
Allocation Price Company and the Selling Shareholder in consultation with the Book Running Lead
Manager.
The form used by an Anchor Investor to make a Bid in the Anchor Investor portion
Anchor Investor
and which will be considered as an application for Allotment in terms of the Red
Application Form
Herring Prospectus and Prospectus.
Anchor Investor Bid / One Working Day prior to the Bid/ Issue Opening Date, on which Bids by Anchor
Issue Period Investors shall be submitted and allocation to Anchor Investors shall be completed.
The account to be opened with the Escrow Collection Bank and in whose favour
Anchor Investor Escrow
the Anchor Investors will transfer money through NACH / NECS / direct credit /
Account
NEFT / RTGS in respect of the Bid Amount when submitting a Bid.
The final price at which the Equity Shares will be Allotted to Anchor Investors in
terms of the Red Herring Prospectus and the Prospectus, which price will be equal
Anchor Investor Issue to or higher than the Issue Price but not higher than the Cap Price.
Price
The Anchor Investor Issue Price will be decided by our Company and the Selling
Shareholder in consultation with the Book Running Lead Manager.
With respect to Anchor Investor(s), the Anchor Investor Bid/Issue Period, and in
Anchor Investor Pay-in
the event the Anchor Investor Allocation Price is lower than the Anchor Investor
Date
Issue Price, not later than two Working Days after the Bid/ Issue Closing Date
Up to 60% of the QIB Portion which may be allocated by our Company and the
Selling Shareholder in consultation with the Book Running Lead Manager, to
Anchor Investors on a discretionary basis.
Anchor Investor Portion
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.
Application Supported An application, whether physical or electronic, used by a Bidder (other than
by Blocked Amount/ Anchor Investors) to make a Bid authorizing an SCSB to block the Application

3|Page
 Term Description
ASBA Amount in the specified Bank Account maintained with such SCSB and will
include applications made by RIBs using the UPI Mechanism where the Bid
Amount will be blocked upon acceptance of UPI Mandate Request by RIBs using
the UPI Mechanism.
A bank account maintained by ASBA Bidders with an SCSB and specified in the
ASBA Form submitted by such ASBA Bidder in which funds will be blocked by
such SCSB to the extent of the specified in the ASBA Form submitted by such
ASBA Account
ASBA Bidder and includes a bank account maintained by a RIB linked to a UPI
ID, which will be blocked in relation to a Bid by a RIB Bidding through the UPI
Mechanism
Any prospective investor who makes a Bid pursuant to the terms of the Red
ASBA Bidder / Bidder Herring Prospectus and the Bid cum Application Form unless stated or implied
otherwise except Anchor Investors.
An application form (with and without the use of UPI, as may be applicable),
whether physical or electronic, used by the ASBA Bidders and which will be
ASBA Form
considered as an application for Allotment in terms of the Red Herring Prospectus
and the Prospectus.
Banker(s) to the Such banks which are disclosed as Bankers to our Company in the chapter titled
Company “General Information” on page no. 97.
Collectively, Escrow Collection Bank, Public Issue Bank, Sponsor Bank and
Refund Bank, as the case may be, which are Clearing Members and registered with
Banker(s) to the Issue
SEBI as Banker to the Issue with whom the Escrow Agreement is entered and in
this case being HDFC Bank Limited and Axis Bank Limited.
The basis on which the Equity Shares will be Allotted to successful Bidders under
Basis of Allotment the Issue and which is described in the chapter titled “Issue Procedure” beginning
on page no. 478.
Indication to make an issue during the Bid/Issue Period by an ASBA Bidder
pursuant to submission of the ASBA Form, or during the Anchor Investor
Bid/Issue Period by an Anchor Investor, pursuant to submission of the Anchor
Investor Application Form, to subscribe to or purchase the Equity Shares at a price
Bid
within the Price Band, including all revisions and modifications thereto as
permitted under the SEBI ICDR Regulations and in terms of the Red Herring
Prospectus and the Bid cum Application Form. The term “Bidding” shall be
construed accordingly.
The highest value of optional Bids indicated in the Bid cum Application Form and,
in the case of Retail Individual Bidders Bidding at the Cut off Price, the Cap Price
multiplied by the number of Equity Shares Bid for by such Retail Individual Bidder
Bid Amount
and mentioned in the Bid cum Application Form and payable by the Bidder or
blocked in the ASBA Account of the Bidder, as the case may be, upon submission
of the Bid.
The form, whether physical or electronic, used by a Bidder, to make a Bid and
Bid cum Application which will be considered as a Bid for Allotment in terms of this Updated Red
Form Herring Prospectus, the Red Herring Prospectus and the Prospectus. Anchor
Investor Application Form or the ASBA Form, as the context requires
Bid Lot [●] Equity Shares and in multiples of [●] Equity Shares thereafter.
Except in relation to any Bids received from the Anchor Investors, the date after
which the Designated Intermediaries will not accept any Bids, which shall be
notified in all editions of the English National Daily Newspaper Business Standard
Bid / Issue Closing Date
and all editions of the Hindi National Daily Newspaper Business Standard (Hindi
being the regional language of Delhi where our Registered Office is located) each
with wide circulation, and in case of any revision, the extended Bid / Issue Closing

4|Page
 Term Description
Date also to be notified on the website and terminals of the Syndicate and SCSBs,
as required under the SEBI ICDR Regulations, 2018 and also intimated to SCSBs,
the Sponsor Bank and the Designated Intermediaries.
Except in relation to any Bids received from the Anchor Investors, the date on
which the Designated Intermediaries shall start accepting Bids being Business
Standard, and which shall be notified in all editions of the English National Daily
Newspaper Business Standard and all editions of the Hindi National Daily
Newspaper Pratah Kiran, a local Delhi Hindi newspaper (Hindi being the regional
Bid / Issue Opening Date
language of Delhi where our Registered Office is located) each with wide
circulation, and in case of any revisions, the extended Bid / Issue Closing Date
shall also be notified on the websites and terminals of the Syndicate Members and
also intimated to the Designated Intermediaries and the Sponsor Bank, as required
under the SEBI ICDR Regulations.
Except in relation to Anchor Investors, the period between the Bid / Issue Opening
Date and the Bid / Issue Closing Date, inclusive of both days, during which
Bid / Issue Period
prospective Bidders have submitted their Bids, including any revisions thereof, in
accordance with the SEBI ICDR Regulations.
Any prospective investor who makes a Bid pursuant to the terms of the Red
Bidder Herring Prospectus and the Bid cum Application Form and unless otherwise stated
or implied, which includes an ASBA Bidder and an Anchor Investor.
The centres at which Designated Intermediaries shall accept the ASBA Forms, i.e.,
Designated Branches for SCSBs, Specified Locations for Syndicate, Broker
Bidding Centres
Centres for Registered Brokers, Designated RTA Locations for RTAs and
Designated CDP Locations for CDPs.
Book building process, as provided in Schedule XIII of the SEBI ICDR
Book Building Process
Regulations, in terms of which the Issue is being made.
Book Running Lead
Khambatta Securities Limited.
Manager / BRLM
The broker centres notified by the Stock Exchanges where Bidders can submit the
ASBA Forms (in case of RIBs only ASBA Forms under UPI) to a Registered
Broker.
Broker Centre
The details of such Broker Centres, along with the names and contact details of the
Registered Broker are available on the respective websites of the Stock Exchanges
(www.bseindia.com and www.nseindia.com).
Notice or intimation of allocation of the Equity Shares sent to Anchor Investors,
CAN / Confirmation of
who have been allocated the Equity Shares, on/after the Anchor Investor Bidding
Allocation Note
Date.
The higher end of the Price Band, above which the Issue Price and Anchor Investor
Cap Price Issue Price will not be finalised and above which no Bids will be accepted
(including any revisions thereof)
The agreement dated August 09, 2023 entered into amongst our Company, the
Selling Shareholder, the Registrar to the Issue, the BRLM, the Syndicate Members
Cash Escrow and
and Banker(s) to the Issue in accordance with the UPI Circulars, collection of the
Sponsor Bank
Bid Amounts from Anchor Investors, transfer of funds to the Public Issue
Agreement
Account(s) and where applicable remitting refunds, if any, to Bidders, on the terms
and conditions thereof.
Client identification number maintained with one of the Depositories in relation to
Client ID
demat account.
Collecting Depository A depository participant as defined under the Depositories Act, 1996, registered
Participant” or “CDP with SEBI and who is eligible to procure Bids from relevant Bidders at the

5|Page
 Term Description
Designated CDP Locations in terms of circular no.
CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 and the UPI
Circulars issued by SEBI as per the list available on the websites of BSE and NSE.
Registrar and Share Transfer Agents registered with SEBI and eligible to procure
Collecting Registrar and
Applications at the Designated RTA Locations in terms of circular No.
Share Transfer Agents /
CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 and the UPI
CRTAs
Circulars issued by SEBI.
The Issue Price, finalised by our Company and the Selling Shareholder in
consultation with the Book Running Lead Manager, which shall be any price
Cut-off Price within the Price Band. Only Retail Individual Bidders bidding in the Retail Portion
are entitled to Bid at the Cut-off Price. QIBs and Non-Institutional Bidders are not
entitled to Bid at the Cut-off Price.
Details of the Bidders including the Bidders’ address, name of the Bidders’
Demographic Details father/husband, investor status, occupation and bank account details and UPI ID
wherever applicable.
Such branches of the SCSBs which shall collect the ASBA Forms, a list of which
is available on the website of SEBI at
Designated Branches
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes or at
such other website as may be prescribed by SEBI from time to time.
Such locations of the CDPs where Bidders can submit the ASBA Forms. The
details of such Designated CDP Locations, along with names and contact details
Designated CDP
of the Collecting Depository Participants eligible to accept ASBA Forms are
Locations
available on the respective websites of the Stock Exchanges (www.bseindia.com
and www.nseindia.com).
The date on which funds are transferred from the Escrow Account and the amounts
blocked by the SCSBs (in case of RIBs using UPI Mechanism, instruction issued
through the Sponsor Bank) are transferred from the ASBA Accounts, as the case
Designated Date may be, to the Public Issue Account or the Refund Account, as appropriate, in
terms of the Red Herring Prospectus, and the aforesaid transfer and instructions
shall be issued only after finalization of the Basis of Allotment in consultation with
the Designated Stock Exchange.
In relation to ASBA Forms submitted by RIBs by authorising an SCSB to block
the Bid Amount in the ASBA Account, Designated Intermediaries shall mean
SCSBs.

In relation to ASBA Forms submitted by RIBs where the Bid Amount will be
Designated blocked upon acceptance of UPI Mandate Request by such RIB using the UPI
Intermediary(ies) Mechanism, Designated Intermediaries shall mean Syndicate, Sub-Syndicate /
agents, Registered Brokers, CDPs and CRTAs.

In relation to ASBA Forms submitted by QIBs and NIBs, Designated

Intermediaries shall mean Syndicate, Sub-Syndicate / agents, SCSBs, Registered
Brokers, the CDPs and CRTAs.
Such branches of the SCSBs which shall collect the ASBA Forms, a list of which
Designated SCSB is available on the website of SEBI at
Branches www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes or at such
other website as may be prescribed by SEBI from time to time
Designated Stock
National Stock Exchange of India Limited.
Exchange
Designated RTA Such locations of the RTAs where Bidders can submit the ASBA Forms to RTAs.
Locations The details of such Designated RTA Locations, along with names and contact

6|Page
 Term Description
details of the RTAs eligible to accept ASBA Forms are available on the respective
websites of the Stock Exchanges (www.bseindia.com and www.nseindia.com).
This Red Herring Prospectus dated March 28, 2023 issued in accordance with the
Draft Red Herring SEBI ICDR Regulations, which does not contain complete particulars of the price
Prospectus or RHP at which the Equity Shares will be Allotted and the size of the Issue, including any
addenda and corrigenda thereto.
FPIs that are eligible to participate in this Issue in terms of applicable laws, other
Eligible FPI(s)
than individuals, corporate bodies and family offices.
NRI(s) from jurisdictions outside India where it is not unlawful to make an Issue
or invitation under the Issue and in relation to whom the ASBA Form and the Red
Eligible NRI(s)
Herring Prospectus will constitute an invitation to subscribe to or to purchase the
Equity Shares.
Account(s) to be opened with the Escrow Collection Bank(s) and in whose favour
Escrow Account the Anchor Investors, will transfer money through NACH/direct
credit/NEFT/RTGS in respect of the Bid Amount when submitting a Bid.
The agreement to be entered amongst our Company, the Book Running Lead
Manager, the Bankers to the Issue and the Registrar to the Issue, in accordance
Escrow and Sponsor with the 2018 Circular on Streamlining of Public Issues), for the appointment of
Bank Agreement the Sponsor Bank, collection of the Bid Amounts from Anchor Investors, transfer
of funds to the Public Issue Account and where applicable, refunds of the amounts
collected from Bidders, on the terms and conditions thereof.
The bank(s) which is/are clearing members and are registered with SEBI as an
Escrow Collection
escrow bank, with whom the Anchor Escrow Accounts in relation to the Issue for
Bank(s)
Bids by Anchor Investors will be opened, in this case being Axis Bank Limited.
The Bidder whose name appears first in the Bid cum Application Form or the
First or Sole Bidder Revision Form and in case of join Bids, whose name shall also appear as the first
holder of the beneficiary account held in joint names
The lower end of the Price Band, subject to any revision thereto, at or above which
the Issue Price and the Anchor Investor Issue Price will be finalised and below
Floor Price
which no Bids will be accepted and which shall not be less than the face value of
the Equity Shares.
Fresh Issue of up to [●] Equity Shares of face value Rs. 10 each for cash at a price
of Rs. [●] per Equity Shares aggregating up to Rs. 14,624.00 lakhs by our
Company.

Our Company has, in consultation with the BRLM, undertaken a Pre-IPO

Placement of 16,00,000 Equity Shares at an issue price of Rs. 211 per Equity Share
Fresh Issue (including a premium of Rs. 201 per Equity Share) aggregating Rs.3,376.00 Lakhs.
The size of the Fresh Issue of up to Rs. 18,000.00 Lakhs has been reduced by Rs.
3,376.00 Lakhs pursuant to the Pre-IPO Placement and the revised size of the
Fresh Issue is up to Rs.14,F624.00 Lakhs. For risk regarding
apprehension/concerns of the listing of our Equity Shares on the Stock Exchanges
see ‘Risk Factors - There is no guarantee that our Equity Shares will be listed on
the BSE and the NSE in a timely manner or at all’ on page 75.
Fugitive Economic An individual who is declared a fugitive economic offender under Section 12 of
Offender the Fugitive Economic Offenders Act, 2018
The General Information Document for investing in public issues prepared and
General Information issued in accordance with the SEBI circular no.
Document or GID SEBI/HO/CFD/DIL1/CIR/P/2020/37 dated March 17, 2020 and the circular no.
SEBI/HO/CFD/DIL2/CIR/P/2020/50 dated March 30, 2020, as amended by SEBI

7|Page
 Term Description
from time to time and the UPI Circulars. The General Information Document shall
be available on the websites of the Stock Exchanges and the BRLM.
IPO Committee The IPO committee of our Board of Directors.
IPO Initial Public Offer.
The initial public issue of up to [●] Equity Shares of face value of Rs. 10 each for
Issue cash at a price of Rs. [●] each (including a securities premium of Rs. [●] per Equity
Share), aggregating up to Rs. [●] lakhs.
The agreement dated March 24, 2023, entered amongst our Company, the Selling
Issue Agreement Shareholder, and the Book Running Lead Manager, pursuant to which certain
arrangements are agreed to in relation to the Issue.
The final price at which Equity Shares will be Allotted to successful Bidders, other
than Anchor Investors in terms of the Red Herring Prospectus. Equity Shares will
be Allotted to Anchor Investors at the Anchor Investor Issue Price in terms of the
Issue Price
Red Herring Prospectus. The Issue Price will be decided by our Company in
consultation with the Book Running Lead Manager on the Pricing Date in
accordance with the Book Building Process and the Red Herring Prospectus.
The gross proceeds of the Issue which shall be available to our Company, based
on the total number of Equity Shares Allotted at the Issue Price. For further
Issue Proceeds
information about use of the Issue Proceeds, see “Objects of the Issue” on page no.
119.
Aggregate of 20% of the fully diluted Post Issue equity share capital of our
Minimum Promoters’ Company held by our Promoters which shall be provided towards minimum
Contribution promoters’ contribution and locked in for a period of 18 months from the date of
Allotment.
Maximum number of RIBs who can be allotted the minimum Bid Lot. This is
computed by dividing the total number of Equity Shares available for Allotment
Maximum RIB Allottees
to RIBs by the minimum Bid Lot, subject to valid Bids being received at or above
the Issue Price.
Mutual funds registered with SEBI under the Securities and Exchange Board of
Mutual Funds
India (Mutual Funds) Regulations, 1996.
5% of the QIB Portion or up to [●] Equity Shares which shall be available for
Mutual Fund Portion allocation to Mutual Funds only, subject to valid Bids being received at or above
the Issue Price.
Proceeds of the Issue that will be available to our Company, i.e. gross proceeds of
Net Proceeds / Net Issue the Fresh Issue, less Issue expenses to the extent applicable to the Fresh Issue. For
Proceeds further details regarding the use of the Net Proceeds and the Issue expenses, see
“Objects of the Issue” beginning on page no. 119.
The portion of the QIB Portion less the number of Equity Shares Allotted to the
Net QIB Portion
Anchor Investors.
All Bidders that are not Qualified Institutional Buyers (including Anchor
Investors) and Retail Individual Bidders and who have Bid for Equity Shares for
Non Institutional Bidders
an amount of more than Rs. 2,00,000 (but not including NRIs other than Eligible
NRIs, QFIs other than Eligible QFIs).
The Portion of the Issue being [●]% (not less than 15%) of the Issue consisting of
not less than [●] Equity Shares which shall be available for allocation on a
Non-Institutional Portion
proportionate basis to Non-Institutional Bidders, subject to valid Bids being
received at or above the Issue Price.
A person resident outside India, as defined under FEMA and includes a non-
Non-Resident or NR
resident Indian, FVCIs and FPIs.
The Initial Public Offer of Equity Shares Comprising of Public Issue and Offer for
Offer
Sale.

8|Page
 Term Description
Offer of up to 82,94,118 Equity Shares at Rs. [●] aggregating to Rs. [●] lakhs to
Offer for Sale
be offered for sale by the Selling Shareholder pursuant to the Issue.
Our Company has, in consultation with the BRLM, undertaken a Pre-IPO
Placement of 16,00,000 Equity Shares at an issue price of Rs. 211 per Equity Share
(including a premium of Rs. 201 per Equity Share) aggregating Rs.3,376.00 Lakhs.
The size of the Fresh Issue of up to Rs. 18,000.00 Lakhs has been reduced by Rs.
Pre-IPO Placement 3,376.00 Lakhs pursuant to the Pre-IPO Placement and the revised size of the Fresh
Issue is up to Rs.14,624.00 Lakhs. For risk regarding apprehension/concerns of the
listing of our Equity Shares on the Stock Exchanges see ‘Risk Factors - There is
no guarantee that our Equity Shares will be listed on the BSE and the NSE in a
timely manner or at all’ on page 75.
Rishi Kapoor & Company, Chartered Accountants, being the Peer Reviewed
Peer Reviewed Auditor
Auditor of our Company.
Price band of a minimum price of Rs. [●] per Equity Share (Floor Price) and the
maximum price of Rs. [●] per Equity Share (Cap Price) including any revisions
thereof.

The Price Band and the minimum Bid Lot size for the Issue will be decided by our
Company and the Selling Shareholder in consultation with the Book Running Lead
Manager, and will be advertised, at least two Working Days prior to the Bid/Issue
Price Band
Opening Date, in all editions of the English national daily newspaper Business
Standard, all editions of the Hindi national daily newspaper Business Standard,
and edition of the Hindi, being the regional language of Delhi, where our
Registered Office is located each with wide circulation along with the relevant
financial ratios calculated at the Floor Price and at the Cap Price, and shall be made
available to the Stock Exchanges for the purpose of uploading on their respective
websites.
The date on which our Company and the Selling Shareholder in consultation with
Pricing Date
the Book Running Lead Manager, will finalise the Issue Price.
The Prospectus to be filed with the RoC after the Pricing Date in accordance with
section 26 of the Companies Act, 2013, and the SEBI ICDR Regulations
Prospectus containing, inter alia, the Issue Price that is determined at the end of the Book
Building Process, the size of the Issue and certain other information, including any
addenda or corrigenda thereto.
A bank account to be opened under section 40(3) of the Companies Act, 2013 to
Public Issue Account receive monies from the Escrow Account and ASBA Accounts on the Designated
Date.
A bank which is a clearing member and registered with SEBI as a Banker to an
Public Issue Bank Issue and with whom the Public Issue Account will be opened, in this case being
HDFC Bank Limited.
The portion of the Issue (including the Anchor Investor Portion) being not more
than [●]% (not more than 50%) of the Issue or up to [●] Equity Shares, which shall
QIB Portion
be available for allocation to QIBs, including the Anchor Investors, subject to valid
Bids being received at or above the Issue Price.
Qualified Institutional A qualified institutional buyer as defined under Regulation 2(1)(ss) of the SEBI
Buyers or QIBs or QIB ICDR Regulations, 2018.
Bidders
The Red Herring Prospectus to be issued in accordance with section 32 of the
Red Herring Prospectus Companies Act, 2013 and the provisions of the SEBI ICDR Regulations, which
or RHP will not have complete particulars of the price at which the Equity Shares will be
Issued and the size of the Issue including any addendum or corrigendum thereto.

9|Page
 Term Description

The Bid/Issue Opening Date shall be at least three Working Days after the filing
of Red Herring Prospectus with the RoC. The Red Herring Prospectus will become
the Prospectus upon filing with the RoC after the Pricing Date, including any
addendum or corrigendum thereto.
The account to be opened with the Refund Bank, from which refunds, if any, of
Refund Account
the whole or part of the Bid Amount to the Anchor Investors shall be made.
The bank which is a clearing member and registered with SEBI as a Banker to an
Refund Bank Issue and with whom the Refund Account will be opened, in this case being Axis
Bank Limited.
Stock brokers registered with the stock exchanges having nationwide terminals,
other than the Book Running Lead Manager and the Syndicate Members and
Registered Brokers
eligible to procure Bids in terms of Circular No. CIR/CFD/14/2012 dated October
4, 2012 issued by SEBI.
The agreement dated March 24, 2023 entered amongst our Company, the Selling
Registrar Agreement Shareholder and the Registrar to the Issue, in relation to the responsibilities and
obligations of the Registrar to the Issue pertaining to the Issue.
Registrar to the Issue /
KFIN Technologies Limited
Registrar
Individual Bidders, who have Bid for the Equity Shares for an amount not more
Retail Individual than Rs. 2,00,000 in any of the bidding options in the Issue (including HUFs
Investor(s) / RII(s) applying through their Karta and Eligible NRIs and does not include NRIs other
than Eligible NRIs)
The portion of the Issue being [●] % (not less than 35%) of the Issue consisting of
not less than [●] Equity Shares which shall be available for allocation to Retail
Individual Bidders (subject to valid Bids being received at or above the Issue
Retail Portion
Price), which shall not be less than the minimum Bid Lot subject to availability in
the Retail Portion, and the remaining Equity Shares to be Allotted on a
proportionate basis.
The form used by the Bidders to modify the quantity of the Equity Shares or the
Bid Amount in any of their ASBA Form(s) or any previous Revision Form(s).

Revision Form QIB Bidders and Non-Institutional Bidders are not allowed to withdraw or lower
their Bids (in terms of quantity of Equity Shares or the Bid Amount) at any stage.
Retail Individual Bidders can withdraw or revise their Bids until Bid/Issue Closing
Date.
The banks registered with SEBI, which offer the facility of ASBA services, (i) in
relation to ASBA, where the Bid Amount will be blocked by authorising an SCSB,
a list of which is available on the website of SEBI at
www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=
Self-Certified Syndicate
34 and updated from time to time and at such other websites as may be prescribed
Bank(s) or “SCSB(s)
by SEBI from time to time, (ii) in relation to RIBs using the UPI 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.
Share Escrow agent appointed pursuant to the Share Escrow Agreement, being
Share Escrow Agent
Nikunj Stock Brokers Limited
Agreement dated August 10, 2023 entered into between our Company, the Selling
Share Escrow
Shareholder, the Share Escrow Agent and the Book Running Lead Manager in
Agreement
connection with the transfer of Equity Shares under the Offer for Sale by the

10 | P a g e
 Term Description
Selling Shareholder and credit of such Equity Shares to the demat account of the
Allottees in accordance with the Basis of Allotment.
Bidding Centres where the Syndicate shall accept ASBA Forms from Bidders, a
Specified Locations list of which is available on the website of SEBI (www.sebi.gov.in) and updated
from time to time.
HDFC Bank Limited and Axis Bank Limited, being the Banker to the Issue & Cash
Escrow Bank, appointed by our Company to act as a conduit between the Stock
Sponsor Bank Exchanges and NPCI in order to push the mandate collect requests and/ or payment
instructions of the RIBs using the UPI Mechanism and carry out other
responsibilities, in terms of the UPI Circulars.
Stock Exchanges Collectively, BSE Limited and National Stock Exchange of India Limited
The agreement dated August 09, 2023 amongst our Company, the Selling
Syndicate Agreement Shareholder, the Syndicate Members and the Registrar to the Issue, in relation to
collection of Bids by the members of the Syndicate.
Intermediaries registered with SEBI who are permitted to carry out activities as an
Syndicate Members underwriter, namely, Nikunj Stock Brokers Limited and Prabhat Financial
Services Limited.
Syndicate or members of
Book Running Lead Manager and the Syndicate Members.
the Syndicate
Systemically Important
Systemically important non-banking financial company as defined under
Non-Banking Financial
Regulation 2(1)(iii) of the SEBI ICDR Regulations.
Company
Unified payments interface which is an instant payment mechanism, developed by
UPI
NPCI.
The SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 1,
2018, SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/50 dated April 3, 2019,
SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 2019, SEBI
circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019, circular no.
SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 8, 2019 circular no.
SEBI/HO/CFD/DIL2/CIR/P/2020/50 dated March 30, 2020, SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, SEBI circular
no. SEBI/HO/CFD/DIL1/CIR/P/2021/47 dated March 31, 2021, SEBI Circular no.
UPI Circulars SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 and any subsequent
circulars or notifications issued by SEBI in this regard. SEBI circular number
SEBI/HO/CFD/DIL2/CIR/P/2022/45 dated April 5, 2022, SEBI circular number
SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022, SEBI circular number
SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022 along with the circular
issued by the National Stock Exchange of India Limited having reference no.
25/2022 dated August 3, 2022 and the circular issued by BSE Limited having
reference no. 2022080340 dated August 3, 2022 and any subsequent circulars or
notifications issued by SEBI or the Stock Exchanges in this regard.
ID created on UPI for single-window mobile payment system developed by the
UPI ID
NPCI
A request (intimating the RIB by way of a notification on the UPI application and
by way of a SMS directing the RIB to such UPI application) to the RIB initiated
UPI Mandate Request
by the Sponsor Bank to authorise blocking of funds on the UPI application
equivalent to Bid Amount and subsequent debit of funds in case of Allotment.
The bidding mechanism that may be used by a RIB to make a Bid in the Issue in
UPI Mechanism
accordance the UPI Circulars to make an ASBA Bid in the Issue.
UPI PIN Password to authenticate UPI transaction

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 Term Description
Wilful defaulter as defined under Regulation 2(1)(lll) of the SEBI ICDR
Wilful Defaulter
Regulations.
Any day, other than the second and fourth Saturdays of each calendar month,
Sundays
and public holidays, on which commercial banks in Mumbai are open for business;
provided however, with reference to (i) announcement of Price Band; and (ii) Bid
/ Issue Period, “Working Day” shall mean any day, excluding all Saturdays,
Sundays and public holidays, on which commercial banks in Mumbai are open for
Working Day business; and with reference to (iii) the time period between the Bid / Issue Closing
Date and the listing of the Equity Shares on the Stock Exchanges, “Working Day”
shall mean all trading days of the Stock Exchanges, excluding Sundays and bank
holidays, as per the SEBI circular number SEBI/HO/CFD/DIL/CIR/P/2016/26
dated January 21, 2016 and the SEBI circular number
SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 1, 2018, including the UPI
Circulars.

Technical / Industry related Terms

Term Description
AMRUT Atal Mission for Rejuvenation and Urban Transformation
BBPS Bharat Bill Payment System
CAGR Compound Annual Growth Rate
C&D Construction & Demolition
CETP Common Effluent Treatment Plant
CPSE Central Public Sector Enterprises
CPWD Central Public Works Department
CRIF Central Road Infrastructure Fund
CWC Civil Works Contractors
DDUGJY Deen Dayal Upadhyaya Gram Jyoti Yojana
DPIIT Department for Promotion of Industry and Internal Trade Policy
EPC Engineering, Procurement and Construction
ETC Electronic Toll Collection
FDI Foreign Direct Investment
GDP Gross Domestic Product
GEC Green Energy Corridor
HAM Hybrid Annuity Model
HSE Health, Safety and Environmental
IIP Index of Industrial Production
ISO International Organization for Standardization
JNNURM Jawaharlal Nehru National Urban Renewal Mission
JV Joint Venture
MoHFW Ministry of Health and Family Welfare
MoHUA Ministry of Housing and Urban Affairs
MRF Material Recovery Facility
MRRDA Maharashtra Rural Road Development Association
MSRDC Maharashtra State Road Development Corporation
MSRTC Maharashtra State Road Transport Corporation
MW Mega watt
NBFID National Bank for Financing Infrastructure and Development
NHDP National Highways Development Project

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 Term Description
NIP National Infrastructure Pipeline
NIIF National Investment and Infrastructure Fund
NMP National Monetization Plan
OMT Operate-Maintain-Transfer
OHSAS Occupational Health and Safety Assessment Series
PCMC Pimpri-Chinchwad Municipal Corporation
PCNTDA Pimpri-Chinchwad New Town Development Authority
PLI Production Linked Incentive
PPP Public Private Partnership
PPPAC Public Private Partnership Appraisal Committee
PWD Public Works Department
RCC Reinforced cement concrete
RDF Refuse Derived Fuel
RMC Ready-mix concrete
SH State Highway
SWD Storm Water Drain
TOT Toll-Operate-Transfer
TPD Tone Per Day
TPI Third-Party Inspection
QAP Quality Assurance Plan
UIDSSMT Urban Infrastructure Development Scheme for Small and Medium Towns
VGF Viability Gap Funding

Conventional Terms / General Terms / Abbreviations

Term Description
A/c Account
AGM Annual General Meeting
AED United Arab Emirates Dirham
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 Alternate
AIFs who are registered as “Category I Alternative Investment Funds” under the
Investment Fund/
SEBIAIF Regulations.
Category I AIF
Category I foreign
FPIs who are registered as “Category I foreign portfolio investors” under the SEBI
portfolio investor(s)/
FPIRegulations
Category I FPIs
Category II Alternate
AIFs who are registered as “Category II Alternative Investment Funds” under the
Investment Fund/
SEBIAIF Regulations.
Category II AIF
Category II foreign
FPIs who are registered as “Category II foreign portfolio investors” under the SEBI
portfolio investor(s)/
FPIRegulations
Category II FPIs

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 Term Description
Category III Alternate
AIFs who are registered as “Category III Alternative Investment Funds” under the
Investment Fund/
SEBIAIF Regulations.
Category III AIF
CDSL Central Depository Services (India) Limited
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
Companies
Act, 2013 (to the extent notified) and /or Provisions of Companies Act, 1956 w.r.t.
Act/Companies Act,
the sections which have not yet been replaced by the Companies Act, 2013
2013
through any official notification.
Companies Act, 1956 The Companies Act, 1956, as amended from time to time
A public health emergency of international concern as declared by the World
Covid-19 Health Organization on January 30, 2020 and a pandemic on March 11, 2020
CSR Corporate Social Responsibility
CST Central Sales Tax
CY Calendar Year
Depositories Act Depositories Act, 1996
A depository registered with the SEBI under the Securities and Exchange Board of
Depository India(Depositories and Participants) Regulations, 1996
DIN Director Identification Number
DP Depository Participant, as defined under the Depositories Act 1996
DP ID Depository Participant’s identification
Department of Promotion of Industry and Internal Trade, Ministry of Commerce
DPIIT and Industry, Government of India.
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, as amended from time to time.
Foreign Institutional Investors (as defined under Foreign Exchange Management
(Transfer or Issue of Security by a Person Resident outside India) Regulations, 2000)
FIIs
registered with SEBI under applicable laws in India
FPIs Foreign Portfolio Investors as defined under the SEBI FPI Regulations
FIPB Foreign Investment Promotion Board
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
GBP Great Britain Pound
GDP Gross Domestic Product
GoI/Government Government of India
GST Goods & Services Tax
HK$ Hong Kong Dollar
HNIs High Networth Individuals

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 Term Description
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
Indian GAAP Generally Accepted Accounting Principles in India
INR/Indian Rupee/₹/Rs. Indian Rupee, the official currency of the Republic of India
Indian Accounting Standards prescribed under section 133 of the Companies Act,
Ind AS
2013, as notified under the Companies (Indian Accounting Standard) Rules, 2015
I.T. Act Income Tax Act, 1961, as amended from time to time
IPO Initial Public Offering
ISIN International Securities Identification Number
KM / Km / km Kilo Meter
Merchant Banker as defined under the Securities and Exchange Board of India
Merchant Banker
(Merchant Bankers) Regulations, 1992, as amended from time to time.
MoF Ministry of Finance, Government of India
MICR Magnetic Ink Character Recognition
MOU Memorandum of Understanding
NA / N. A. Not Applicable
NACH National Automated Clearing House
NAV Net Asset Value
NBFC Non-banking financial company
NECS National Electronic Clearing Service
NEFT National Electronic Fund Transfer
NOC No Objection Certificate
NPCI National Payments Corporation of India
“NR”/ “Non-resident” A person resident outside India, as defined under the FEMA and includes an NRI
NRE Account Non-Resident External Account
A person resident outside India, who is a citizen of India or a person of Indian origin,
and shall have the meaning ascribed to such term in the Foreign Exchange
NRIs
Management (Deposit) Regulations, 2000
NRO Account Non-Resident Ordinary Account
NSDL National Securities Depository Limited
NSE National Stock Exchange of India Limited
A company, partnership, society or other corporate body owned directly or indirectly
to the extent of at least 60.00% by NRIs including overseas trusts, in which not less
OCB/ Overseas
than 60.00% of beneficial interest is irrevocably held by NRIs directly or indirectly
Corporate Body
and which was in existence on October 3, 2003 and immediately before such date
had taken benefits under the general permission granted to OCBs under FEMA
p.a. per annum
P/E Ratio Price/Earnings Ratio
Patents Act The Patents Act, 1970
PAC Persons Acting in Concert
PAN Permanent Account Number
PAT Profit After Tax
PLR Prime Lending Rate
RBI Reserve Bank of India
Regulations Regulations under the U.S. Securities Act
RoC Registrar of Companies
ROE Return on Equity

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 Term Description
RONW Return on Net Worth
Rupees / Rs. / ` 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
SCD Singapore Dollar
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)
SEBI AIF Regulations
Regulations, 2012, as amended from time to time.
Securities and Exchange Board of India (Bankers to an Issue) Regulations, 1994, as
SEBI BTI Regulations
amended from time to time
Securities and Exchange Board of India (Foreign Institutional Investors)
SEBI FII Regulations Regulations,
1995, as amended from time to time.
Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations,
SEBI FPI Regulations
2019, as amended from time to time.
Securities and Exchange Board of India (Foreign Venture Capital Investor)
SEBI FVCI Regulations
Regulations, 2000, as amended from time to time.
Securities and Exchange Board of India (Issue of Capital and Disclosure
SEBI ICDR Regulations
Requirements) Regulations, 2018, as amended from time to time.
SEBI Insider Trading Securities and Exchange Board of India (Prohibition of Insider Trading)
Regulations Regulations, 2015, as amended from time to time
SEBI LODR
Securities and Exchange Board of India (Listing Obligations and Disclosure
Regulations, 2015/ SEBI
Requirements) Regulations, 2015, as amended from time to time.
Listing Regulations
Securities and Exchange Board of India (Substantial Acquisition of Shares and
SEBI SAST Regulations
Takeovers) Regulations, 2011, as amended from time to time.
Securities and Exchange Board of India (Venture Capital Fund) Regulations, 1996,
SEBI VCF Regulations
as 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, as amended from time to time.
TAN Tax deduction account number
TIN Taxpayers Identification Number
Trademarks Act The Trademarks Act, 1999
TDS Tax Deducted at Source
Unified Payments Interface, a payment mechanism that allows instant transfer of
money between any two persons bank account using a payment address which
UPI
uniquely identifies a person’s bank account
US/United States United States of America
USD/ US$/ $ United States Dollar, the official currency of the Unites States of America
U.S. Securities Act United States Securities Act of 1933
VAT Value Added Tax
Foreign Venture Capital Funds (as defined under the Securities and Exchange Board
VCFs / Venture Capital
of India (Venture Capital Funds) Regulations, 1996) registered with SEBI under
Funds
applicable laws in India.

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 Term Description
An entity or person categorised as a wilful defaulter by any bank or financial
Wilful Defaulter institution or consortium thereof, in terms of regulation 2(1)(lll) of the SEBI ICDR
Regulations.

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 CERTAIN CONVENTIONS AND PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET
DATA
Certain Conventions

All references in this Red Herring Prospectus to “India” are to the Republic of India, together with its territories
and possessions. All references to the “USA”, “US”, the “U.S.” or the “United States” are to the United States
of America, together with its territories and possessions. Further, all references to “Nepal”, is to the Federal
Democratic Republic of Nepal and its territories and possessions.

Unless stated otherwise, all references to page numbers in this Red Herring Prospectus are to the page numbers
of this Red Herring Prospectus.

Financial Data

Unless stated otherwise, the financial information and financial ratios in this Red Herring Prospectus have been
derived from our Restated Consolidated Financial Information. For further information, see “Financial
Information” beginning on page no. 318.

The Restated Consolidated Financial Information of our Company, along with our joint ventures, comprises of
the restated consolidated summary statement of balance sheet for the financial year ended March 31, 2023, March
31, 2022 and March 31, 2021, and the restated consolidated summary statements of profits and losses (including
other comprehensive income), and cash flow statement and changes in equity for the financial years ended March
31, 2023, March 31, 2022 and March 31, 2021, together with its notes, annexures and schedules are derived from
our audited consolidated financial statements for the financial years ended March 31, 2023, March 31, 2022 and
March 31, 2021 prepared in accordance with Ind AS, and restated in accordance with requirements of Section 26
of Part I of Chapter III of Companies Act, SEBI ICDR Regulations and the Guidance Note on “Reports in
Company Prospectuses (Revised 2019)” issued by ICAI.

In this Red Herring Prospectus, figures for the Fiscals 2023, 2022 and 2021, have been presented.

Our Company’s financial year commences on April 01 and ends on March 31 of the next year. Accordingly, all
references to a particular financial year, unless stated otherwise, are to the 12-month period ended on March 31
of that year. Unless stated otherwise, or the context requires otherwise, all references to a “year” in this Red
Herring Prospectus are to a calendar year.

There are significant differences between Ind AS, U.S. GAAP and IFRS. Our Company does not provide
reconciliation of its financial information to IFRS or U.S. GAAP. Our Company has not attempted to explain
those differences or quantify their impact on the financial data included in this Red Herring Prospectus and it is
urged that you consult your own advisors regarding such differences and their impact on our financial data.
Accordingly, the degree to which the financial information included in this Red Herring Prospectus will provide
meaningful information is entirely dependent on the reader’s level of familiarity with Indian accounting policies
and practices, the Companies Act, Ind AS, and the SEBI ICDR Regulations. Any reliance by persons not familiar
with Indian accounting policies and practices on the financial disclosures presented in this Red Herring Prospectus
should accordingly be limited.

In this Red Herring Prospectus, any discrepancies in any table between the total and the sums of the amounts
listed are due to rounding off. Except as otherwise stated, all figures in decimals have been rounded off to the
second decimal and all the percentage figures have been rounded off to two decimal places. In certain instances,
(i) the sum or percentage change of such numbers may not conform exactly to the total figure given; and (ii) the
sum of the numbers in a column or row in certain tables may not conform exactly to the total figure given for that
column or row.

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Unless the context otherwise indicates, any percentage amounts, as set forth in “Risk Factors”, “Our Business”
and “Management’s Discussion and Analysis of Financial Conditions and Results of Operations” on page nos.
32, 213 and 406 respectively, and elsewhere in this Red Herring Prospectus have been calculated on the basis of
the Restated Consolidated Financial Statements of our Company.
Currency and Units of Presentation

All references to:

• “Rupees” or “`” or “INR” or “Rs.” are to the Indian Rupee, the official currency of India; and

• “USD” or “US$” are to the United States Dollar, the official currency of the United States.

In this Red Herring Prospectus, our Company has presented certain numerical information. All figures have been
expressed in lakhs. One lakh represents “1 lakhs” or 1,00,000. However, where any figures that may have been
sourced from third-party industry sources are expressed in denominations other than lakhs in their respective
sources, such figures appear in this Red Herring Prospectus expressed in such denominations as provided in such
respective sources.
Definitions
For definitions, please refer the Chapter titled “Definitions and Abbreviations” on page no. 01. In the Section
titled “Main Provisions of Articles of Association” beginning on page no. 502, defined terms have the meaning
given to such terms in the Articles of Association.

Industry and Market Data

Unless stated otherwise, industry and market data used in this Red Herring Prospectus has been obtained or derived
from the report titled “Infrastructure sector in India (Roads, Construction, Water and Power Sector)” dated July,
2023 prepared by CARE Advisory Research and Training Limited (“CareEdge Research”), who was appointed
by our Company on November 16, 2022 & March 23, 2023, (the “Care Report”) and publicly available
information as well as other industry publications and sources. The Care Report has been commissioned by our
Company exclusively for the purposes of the Issue for an agreed fee. Further, it is clarified that Care is not related
to our Company, our Promoters or our Directors. For further details in relation to risks involving the Care Report,
see the chapter titled Risk Factors beginning on page 32. The Company Commissioned Care Report is also
available on the website of our Company at www.ems.co.in.

Industry publications generally state that the information contained in such publications has been obtained from
publicly available documents from various sources believed to be reliable but their accuracy, adequacy and
completeness or underlying assumptions are not guaranteed and their reliability cannot be assured. Accordingly,
no investment decisions should be made based on such information, although we are of the view that the industry
and market data used in this Red Herring Prospectus is reliable. The excerpts of the Care Report are disclosed in
the Issue Documents and there are no parts, information, data (which may be relevant for the proposed Issue), left
out or changed in any manner. Data from these sources may also not be comparable. Industry sources and
publications are also prepared based on information as of specific dates and may no longer be current or reflect
current trends. Industry sources and publications may also base their information on estimates and assumptions
that may prove to be incorrect.

The extent to which the market and industry data used 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 the business of our Company is conducted, and
methodologies and assumptions may vary widely among different industry sources. Accordingly, investment
decisions should not be based solely on such information.

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In accordance with the SEBI ICDR Regulations, “Basis for Issue Price” on page no. 130 includes information
relating to our peer group entities. Such information has been derived from publicly available sources, and neither
we, nor the BRLM have independently verified such information. Such data involves risks, uncertainties and
numerous assumptions and is subject to change based on various factors, including those discussed in “Risk
Factors” on page no. 32.

Disclaimer of Care

This Red Herring Prospectus contains certain data and statistics from the Care Report, which is subject to the
following disclaimer given by CARE Advisory Research and Training Limited vide its report dated August 07,
2023:
“This report is prepared by CARE Advisory Research and Training Limited (CareEdge Research). CareEdge
Research has taken utmost care to ensure accuracy and objectivity while developing this report based on
information available in CareEdge Research’s proprietary database, and other sources considered by CareEdge
Research as accurate and reliable including the information in public domain. The views and opinions expressed
herein do not constitute the opinion of CareEdge Research to buy or invest in this industry, sector or companies
operating in this sector or industry and is also not a recommendation to enter into any transaction in this industry
or sector in any manner whatsoever.

This report has to be seen in its entirety; the selective review of portions of the report may lead to inaccurate
assessments. All forecasts in this report are based on assumptions considered to be reasonable by CareEdge
Research; however, the actual outcome may be materially affected by changes in the industry and economic
circumstances, which could be different from the projections.

Nothing contained in this report is capable or intended to create any legally binding obligations on the sender or
CareEdge Research which accepts no responsibility, whatsoever, for loss or damage from the use of the said
information. CareEdge Research is also not responsible for any errors in transmission and specifically states that
it, or its Directors, employees, parent company – CARE Ratings Ltd., or its Directors, employees do not have any
financial liabilities whatsoever to the subscribers/users of this report. The subscriber/user assumes the entire risk
of any use made of this report or data herein. This report is for the information of the authorized recipient in India
only and any reproduction of the report or part of it would require explicit written prior approval of CareEdge
Research.

CareEdge Research shall reveal the report to the extent necessary and called for by appropriate regulatory
agencies, viz., SEBI, RBI, Government authorities, etc., if it is required to do so. By accepting a copy of this
Report, the recipient accepts the terms of this Disclaimer, which forms an integral part of this Report.”

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 FORWARD-LOOKING STATEMENTS

This Red Herring Prospectus contains certain “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 arebased 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
pertaining to the industry in India in which our Company operates and our ability to respond to them, our ability
to successfully implement our strategy, 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:

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

✓ The continuing effect of the COVID-19 pandemic;
✓ Inability to identify the new premises may adversely affect the operations, finances and profitability
of the Company;
✓ Uncertainty regarding the real estate market, land prices, economic conditions and other factors beyond
our control;
✓ Inability to identify or effectively respond to consumer needs, expectations or trends in a timely manner;
✓ Projects assigned to us are primarily through a competitive bidding process, sometimes we may not be
able toqualify for and win projects.
✓ Our ability to successfully implement our growth strategy and expansion plans, and to successfully
launch and implement various projects;
✓ Delays in the execution of the projects, premature termination of the projects for which we may not receive
the payments
✓ Volatility of Loan interest rates and inflation;
✓ Our failure to keep pace with rapid changes in technology;
✓ Our business is capital intensive and we may experience insufficient cash flows to meet required payments
on our working capital requirements;
✓ Fluctuations in operating costs;
✓ Our ability to attract and retain qualified personnel;
✓ Conflict of Interest with affiliated companies, the promoter’s group and other related parties;

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✓ Changes in political and social conditions in India, the monetary and interest rate policies of India and
other countries;
✓ 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;
✓ The performance of the financial markets in India and globally;
✓ The occurrence of natural disasters or calamities; and
✓ Failure to successfully upgrade our products and service portfolio, from time to time.

For further discussions of factors that could cause our actual results to differ, please refer the section titled “Risk
Factors”, “Business Overview” and “Management’s Discussion and Analysis of Financial Condition and Results
of Operations” beginning on page nos. 32, 213 and 406, respectively.

Neither our Company, our Directors, our Promoters, the BRLM nor any of their respective affiliates have any
obligation to update or otherwise revise any statements reflecting circumstances arising after the date hereof
or to reflect the occurrence of underlying events, even if the underlying assumptions do not come to fruition. In
accordance with SEBI requirements, our Company will ensure that investors in India are informed of material
developments from the date of this Red Herring Prospectus until the time of the grant of listing and trading
permission by the Stock Exchanges.

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 SUMMARY OF ISSUE DOCUMENT

This section is a general summary of the terms of the Issue, certain disclosures included in this Red Herring
Prospectus and is not exhaustive, nor does it purport to contain a summary of all the disclosures in this Red Herring
Prospectus or all details relevant to prospective investors. This summary should be read in conjunction with, and
is qualified in its entirety by, the more detailed information appearing elsewhere in this Red Herring Prospectus,
including the sections titled “Risk Factors”, “The Issue”, “Capital Structure”, “Industry Overview”, “Our
Business”, “Objects of the Issue”, “Our Promoters and Promoter Group”, “Financial Statements”, “Outstanding
Litigation and Material Developments”, “Issue Structure”, “Management’s Discussions and Analysis of Financial
Position and Results of Operations” on pages 32, 88, 108, 144, 213, 119, 298, 318, 440, 473 and 406 respectively.

A. Primary business of our Company

We are in the business of Sewerage solution provider, Water Supply System, Water and Waste Treatment Plants,
Electrical Transmission and Distribution, Road and Allied works, operation and maintenance of Wastewater
Scheme Projects (WWSPs) and Water Supply Scheme Projects (WSSPs) for government authorities/bodies.
WWSPs include Sewage Treatment Plants (STPs) along with Sewage Network Schemes and Common Effluent
Treatment Plants (CETPs) and WSSPs include Water Treatment Plants (WTPs) along with pumping stations and
laying of pipelines for supply of water (collectively, “Projects”). The treatment process installed at STPs and
CETPs is compliant with Ministry of Environment, Forest and Climate Change of India norms and the treated
water can be used for horticulture, washing, refrigeration and other process industries.

Our Company bids for tenders issued by CPWD (Central Public Work Department), State Governments and Urban
Local Bodies (“ULBs”) for developing WWSPs and WSSPs on EPC or HAM (Hybrid Annuity Model) basis.
100% revenue of the Company are generated through Government tenders/work/projects only. For further details
on our Order Book, see “- Order Book” on page 225 and chapter titled “Risk Factors” beginning on page 32 of
Red Herring Prospectus.

We have an in-house team for designing, engineering and construction which makes us self-reliant on all aspects
of our business. We have a team of 61 engineers who are supported by third-party consultants and industry experts
to ensure compliance and quality standards laid down by the industry and government agencies & departments.
We also have our own team for civil construction works thereby reducing dependence on third parties. The scope
of our services typically includes design and engineering of the projects, procurement of raw materials, execution
at site with overall project management up to the commissioning of projects. Post commissioning, operations and
maintenance of these plants for a certain period of time is generally a part of the award in recent times. We have a
team of dedicated engineers and personnel focused on operations and maintenance of completed projects. As on
July 31, 2023, we are operating 18 projects & 5 O & M projects spread across more than five states.

Services Offered:

➢ Sewerage and their allied works including design, procurement, laying, jointing, testing, commissioning,
operation and maintenance of new sewerage network as well as refurbishment of old/existing sewerage
network.
➢ Design, construction, operation and maintenance of Sewage Treatment Plants.
➢ Design, construction, operation and maintenance of Sewage Pumping Stations.
➢ Water supply works including design, procurement, laying, jointing, testing, commissioning, operation and
maintenance of new water supply and distribution networks as well as construction of reservoir and
refurbishment of old/existing water supply infrastructures.
➢ Road & Allied works including construction of new road networks as well as repair/renovation of existing
road networks.
➢ Design and construction of power transmission and distribution infrastructure.
➢ Design and construction of buildings and allied works.

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➢ Design, construction, operation and maintenance of public infrastructure facilities & utilities.
➢ Designing, installing electricity transmissions.
➢ Construction related work

For further details, please see “Our Business” on page 213.

B. Industry Overview

Water and Wastewater Industry

India is the world’s second most populous country with 1.38 billion people. Out of this, 65% of the population
lives in rural area and 35% are connected to the urban centers according to United Nation (2019). The metropolitan
cities of the country are seeing major expansion as a result of economic expansions and reforms. This expansion
in urban population is unsustainable without efficient planning of cities and provision of utility services especially
clean and affordable water. Water allocation in cities are usually done from common pool with multiple sectoral
demand.

It is expected that by 2050, about 1450 km3 of water will be required out of which approx. 75% will be used in
agriculture, ~7% for drinking water, ~4% in industries, ~9% for energy generation. However, because of growing
urbanization, the need for drinking water will take precedence from the rural water requirements. Many of the
cities are situated by the bank of rivers from where the fresh water is consumed by the population and the waste
water is disposed back into the river, thus contamination of the water source and irrigation water. This has raised
serious challenges for urban wastewater management, planning and treatment.

According to the by Central Pollution Control Board (CPCB), the estimated wastewater generation was almost
39,600 million litres per day (MLD) in rural regions, while in urban regions it was estimated to be 72,368 MLD
for the year 2020-21. The estimated volume is double in the urban cities is almost double than that of the rural
regions because of the availability of more water for sanitation which has increased standard of the living.

Construction Sector:

The construction industry in a country is an important indicator of its development. Broadly, the construction
sector can be classified into infrastructure, real estate and industrial construction. Wherein, infrastructure can
further be spread across different sectors such as roads and highways, telecom, airports, ports, power, oil and gas
and railways. The construction sector contributed around 8% to the national GVA (at constant price) in FY22.
Increase in Infrastructure demand & Government initiatives shows the potential for catapulting India to the third
largest construction market globally.

For further details, please see “Industry Overview” on page 144.

C. Our Promoters

Our Company is promoted by Mr. Ramveer Singh and Mr. Ashish Tomar. For further details see “Our Promoters
and Promoter Group” on page no. 298.

24 | P a g e
D. Size of the Issue

Equity Shares Issued: Up to [●] Equity Shares of face value of Rs. 10 each
for cash at a price of Rs. [●] per Equity Share
Fresh Issue of Equity Shares by our Company and aggregating Rs. [●] lakhs
Offer for Sale by the Promoter Selling Shareholder
The Issue consists of:
Up to [●] Equity Shares of face value of Rs. 10 each
Fresh Issue (1) for cash at a price of Rs. [●] per Equity Share
aggregating Rs. 14,624.00 lakhs.
Up to 82,94,118 Equity Shares of face value of Rs. 10
Offer for Sale (2) each for cash at a price of Rs. [●] per Equity Share
aggregating Rs. [●] lakhs.
The Issue would constitute [●] % of the Post-Issue paid up equity share capital of our Company. For further
details, see “The Issue” and “Issue Structure” on pages 88 and 473, respectively.
(1) The Issue has been authorised by our Board pursuant to resolution passed on March 14, 2023 and the Issue
has been authorized by our Shareholders pursuant to a resolution passed on March 15, 2023. Further, our
Company has, in consultation with the BRLM, undertaken a Pre-IPO Placement of 16,00,000 Equity Shares
at an issue price of Rs. 211 per Equity Share (including a premium of Rs. 201 per Equity Share) aggregating
Rs.3,376.00 Lakhs. The size of the Fresh Issue of up to Rs. 18,000.00 Lakhs has been reduced by Rs. 3,376.00
Lakhs pursuant to the Pre-IPO Placement and the revised size of the Fresh Issue is up to Rs.14,624.00 Lakhs.
For risk regarding apprehension/concerns of the listing of our Equity Shares on the Stock Exchanges see
‘Risk Factors - There is no guarantee that our Equity Shares will be listed on the BSE and the NSE in a timely
manner or at all’ on page 75.
(2) Selling Shareholder confirm that the Equity Shares being offered by the him are eligible for being offered for
sale pursuant to the Offer in terms of Regulation 8 of the SEBI ICDR Regulations.

E. Object of the Issue

The Issue comprises of a Fresh Issue by our Company and an Offer for Sale by the Selling Shareholder.

The Offer for Sale

The Selling Shareholder proposes to sell upto 82,94,118 Equity Shares held by him, aggregating up to Rs. [●]
lakhs. Our Company will not receive any proceeds of the Offer for Sale by the Selling Shareholder.

Further Details:

Pre-Issue % of Pre- Number of Post-Issue % of Post-

Sr. Name of Selling
Number of Issue Shares to be Number of Issue
No. Shareholder
shares Capital Offered in IPO shares Capital
To be
updated
upon
1 Mr. Ramveer Singh 4,59,70,000 94.59% 82,94,118 3,76,75,882
finalization
of the Issue
Price.

25 | P a g e
Utilisation of Net Issue Proceeds:

We intend to utilise the Net Proceeds of the Fresh Issue (“Net Proceeds”) of Rs. [●] lakhs for financing the objects
as set forth below:
(Rs. in Lakhs)
Sr. No. Particulars Amount
1. Funding of Working Capital requirements 10,124.00*
2. General Corporate Purpose(1) [●]
Total [●]
*
Our Company has, in consultation with the BRLM, undertaken a Pre-IPO Placement of 16,00,000 Equity Shares
at an issue price of Rs. 211 per Equity Share (including a premium of Rs. 201 per Equity Share) aggregating
Rs.3,376.00 Lakhs. The size of the Fresh Issue of up to Rs. 18,000.00 Lakhs has been reduced by Rs. 3,376.00
Lakhs pursuant to the Pre-IPO Placement and the revised size of the Fresh Issue is up to Rs.14,624.00 Lakhs.
Accordingly, the requirement of working capital of Rs. 13,500.00 Lakhs has been reduced by Rs. 3,376.00 Lakhs
pursuant to the Pre-IPO Placement and the revised requirement of working capital requirements to be financed
by IPO is Rs.10,124.00 Lakhs.
(1)
To be determined on finalisation of the Issue Price and updated in the Prospectus. The amount utilised for
General Corporate Purposes shall not exceed 25% of the Gross Proceeds of the Fresh Issue.

For further details, please see “Objects of the Issue” beginning on page 119.

F. Aggregate Pre-Issue shareholding of our Promoters and Promoter Group

Sr. No. of Equity Shares % of the pre-Issue paid up

Name of the Shareholders
No. held Equity Share capital
Promoters
1. Ramveer Singh 4,59,70,000 94.59%
2. Ashish Tomar 10,000 0.02%
Total (A) 4,59,80,000 94.61%
Promoter Group
1. Summit Constructions Private Limited 10,00,000 2.06%
2. Smt. Nirmala Tomar 5,000 0.01%
3. Ms. Kritika Tomar 5,000 0.01%
4. Ms. Sakshi Tomar Parihar 5,000 0.01%
5. Mr. Gajendra Parihar 5,000 0.01%
Total (B) 10,20,000 2.10%
Total (A+B) 4,70,00,000 96.71%
For further details, please see “Capital Structure” beginning on page 108.

G. Summary of Restated Financial Information

(Rs. in Lakhs)
For the year ended March 31,
Particulars
2023 2022 2021
Share Capital 4,700.00 1,175.00 1,175.00
Reserve & Surplus 44,083.23 36,842.99 29,016.46
Net Worth (Equity attributable to owners of the Company) (1) 48,783.23 38,017.99 30,191.46
Total Income (including other income) 54,327.71 36,309.84 33,618.42
Total Comprehensive income/Profit 10,881.63 7,904.62 7,195.37
Basic EPS (in Rs.)(2) 23.15 67.27 61.24
Diluted EPS (in Rs.)(3) 23.15 67.27 61.24
Net Asset Value per share (in Rs.)(4) 103.79 323.56 256.95
Total Borrowings(5) 4,539.56 371.31 316.29

26 | P a g e
 1. “Net Worth is calculated as the sum of equity share capital and other equity attributable to owners of our
Company;
2. Basic EPS = Total Comprehensive income/Profit divided by weighted average no. of equity shares
outstanding during the year/ period
3. Diluted EPS = Total Comprehensive income/Profit divided by weighted average no. of diluted equity shares
outstanding during the year/ period.
4. Net Asset Value per equity share = Net worth Equity attributable to owners of the Company) divided by the
weighted average number of equity shares outstanding as at year end.
5. Total borrowings is the sum of current borrowings and non-current borrowings.

For further details, please see “Restated Consolidated Financial Statements” on page 318.

H. Qualification of the Auditors

The Financial Statements as Restated do not contain any qualification requiring adjustments by the Auditors.

I. Summary of Outstanding Litigation are as follows

(Rs. in Lakhs)
Disciplinary
Aggregate
actions by
amount
Statutory/ the SEBI or Material
Name of Criminal Tax involved (to
Regulatory stock civil
Entity Proceedings proceedings the extent
proceedings Exchanges litigations
ascertainable)
against our
(Rs. in Lakhs)
Promoters
Company
By our
Nil Nil Nil Nil 4 13,099.53
Company
Against our
Nil 9 Nil Nil Nil 155.12
Company
Directors and Promoters
By our
Directors Not
Nil Nil Nil Nil 2
and Ascertainable
Promoters
Against our
Directors Not
1 Nil Nil Nil Nil
and Ascertainable
Promoters
Group Companies including Subsidiaries
Litigation
involving
our Group
Companies
affecting Nil Nil Nil Nil Nil Nil
business
operations
of our
Company

For the details of litigation proceedings, please refer the chapter titled “Outstanding Litigations and Material
Developments” on page no. 440.

27 | P a g e
J. Risk Factors

Investors should read chapter titled “Risk Factors” beginning on page no. 32 of this Red Herring Prospectus.

K. Summary of Contingent Liabilities

(Rs. in Lakhs)
As at
Particulars March
Sept 30,2022 March 31,2021 March 31,2020
31,2022
A) Disputed claims/levies in respect of
Sales Tax:
- Reversal of input tax credit - - - -
- Regular Assessment Order passed - - - -
B) Disputed claims/levies in respect of
Excise Duty/Goods and Services Tax:
- Availability of input credit - - - -
- Excise demand on excess / shortages - - - -
- Penalty - - - -
C) Disputed claims/levies in respect of
- - - -
Income Tax
Total - - - -

Contingent Liabilities related to Bank Guarantee:

(Rs. In Lakhs)
As at
Particulars March 31, 2023 Fiscal 2022 Fiscal 2021
(Audited) (Audited) (Audited)
Punjab National Bank 5,977.26 4,529.95 5,489.50
Bank of India 1,742.80 2,000.00 1,433.16
HDFC Bank 8,612.65 6,126.76 6,994.92
Kotak Mahindra Bank 1,943.37 2,628.45 -
Axis Bank Limited 1,039.82 877.29 -
ICICI Bank Limited 2,144.36 - -
Indusind Bank 3,713.37 2,603.44 -
Total 25,173.63 18,765.89 13,917.58

For further information, please see “Financial Information, Annexure 49” beginning on page no. 365.

L. Summary of Related Party Transactions

A summary statement of the related party as following:

(Rs. In Lakhs)
Year ended Year ended Year ended
Sr.
Particulars March 31, March 31, March 31,
No.
2023 2022 2021
A. Transactions during the year
(i) Purchase & Job Work
Neercare India Private Limited 10,809.57 4,336.15 277.58
Envirocare Engineering Services Private Limited - 284.11 97.60
EMS Infrastructure Private Limited 5,347.22 844.76 3,345.84
Mr. Pankaj Kumar Srivastava 10.00 - -

28 | P a g e
 EMIT Group India (P) Ltd 2,236.71 - -
Neeraj Srivastava 60.00 - -

(ii) Loan Taken

Mr. Ashish Tomar 0.37 115.40 0.51
Mr. Ramveer Singh 0.20 - -
Mr. Neeraj Srivastava - - 0.50

(iii) Repayment of Loan taken

Mr. Ramveer Singh 25.00 - -
Mr. Ashish Tomar 115.00 - -
Himal Hydro & General Construction Limited-
- - 3.14
Partner in EMS Himal Hydro JV

(iv) Loan and Advances given

Mr. Satish Kumar - - -
Primatech Infrastructure Private Limited - - 0.23
Mr. Ashish Tomar - 11.16 -
Neercare India Private Limited - 18.36 -
EMS Realtors - - -
Envirocare - 9.17 -
Kaushalaya Estate - - 4.08

(v) Loans and Advances received back

Mr. Satish Kumar - - 133.81
Primatech Infrastructure Private Limited - 0.23 5.03
Mr. Ashish Tomar 11.16 - -

(vi) Salary paid

Mr. Ashish Tomer 556.00 396.00 276.00
Mr. Ramveer Singh 556.00 396.00 276.00
Mr. Satish Kumar - - 18.00
Mr. Vaibhav Bhatia - 2.40 2.40
Mrs. Nirmla Tomer 24.00 24.00 24.00
Mrs. Vinita Srivastava 9.84 9.84 -
Mrs. Kritika Tomar 51.00 12.00 12.00
Mr. Gajendra Parihar 8.00 - -
Mr. Anup Kumar Pandey 1.05 - -

(vii) Lease Rentals Paid

Mrs. Nirmla Tomer 9.00 9.00 9.00

(viii) Lease Rentals Received

Envirocare Engineering Services Private Limited - - 1.80

B. Outstanding Payables
(i) Loan from Related parties
Mr. Neeraj Srivastava 0.50 0.50 0.50
Himal Hydro & General Construction Limited-
- - -
Partner in EMS Hinal Hydro JV
Mr. Ashish Tomar 1.78 116.41 1.01
Mr. Ramveer Singh 37.28 62.08 62.08

(ii) Salary payable

Mr. Ashish Tomar 100.15 - -
Mr. Ramveer Singh 2.28 40.80 18.28
Mrs. Kritika Tomar 8.97 - -
Mrs. Vinita Srivastava 0.66 - -

29 | P a g e
 Mr. Satish Kumar - 29.74 14.70
Mrs. Nirmala Tomar 1.20 2.24 1.65
Mrs. Gajendra Parihar 7.15 - -

(iii) Trade Payables

Neercare India Private Limited 735.17 1,456.50 -
Envirocare Engineering Services Private Limited 16.39 79.56 124.35
EMS Infrastructure Private Limited 40.33 413.04 439.45
Neeraj Srivastava 59.80 - -

C. Outstanding Receivables
(i) Advance to Related parties
Primatech Infrastructure Private Limited - - 0.23
EMIT Group India (P) Ltd 7.26 - -
Neercare India Private Limited - 18.36 -
Ashish Tomar - 11.16 -
Envirocare - 9.17 -
Kaushalaya Estate - 4.08 4.08

(ii) Other Receivables

Neercare India Private Limited 134.14 - -
For details of the related party transactions, as per the requirements under Ind-AS see ‘Related Party Disclosures’
issued by the Institute of Chartered Accountants of India and as reported in the Restated Financial Statements,
see “Financial Information – Restated Summary Statement of Related Party Disclosure” beginning on page no.
361.

M. Financing Arrangements

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

N. Weighted Average Price of the Equity Shares of our Company were acquired by our Promoters and
Selling Shareholder in the one year preceding the date of this Red Herring Prospectus

The weighted average price at which the Equity Shares were acquired by our Promoters in one year preceding the
date of this Red Herring Prospectus is as follows:

Number of Equity Shares acquired in one Weighted average price per

Name of Promoters year preceding the date of this Red Herring Equity Share (in Rs.)*
Prospectus
Mr. Ramveer Singh 3,44,77,500 Nil**
Mr. Ashish Tomar 7,500 Nil**
*As certified by the Rishi Kapoor & Co., Chartered Accountants pursuant to their certificate dated August 14,
2023.
** Kindly refer the chapter titled ‘Capital Structure’ beginning on page 108.

O. Weighted Average Cost of Acquisition

The weighted average cost of acquisition per Equity Share to our Promoters in three years preceding the date of
this Red Herring Prospectus is:
Weighted Average
Name of the Promoters No. of Shares
Price (Rs.)*
Mr. Ramveer Singh 3,44,77,500 Nil**
Mr. Ashish Tomar 7,500 Nil**
*As certified by Rishi Kapoor & Co., Chartered Accountants vide certificate dated August 14, 2023.

30 | P a g e
** Kindly refer the chapter titled ‘Capital Structure’ beginning on page 108.

P. Weighted Average Cost of Acquisition for our Promoters as on date of this Red Herring Prospectus

Number of Equity Weighted Average

Name of the Promoters
Shares Price (Rs.)*
Mr. Ramveer Singh 4,59,70,000 2.45
Mr. Ashish Tomar 10,000 2.50
*As certified by Rishi Kapoor & Co., Chartered Accountants vide certificate dated August 14, 2023.

Q. Pre-IPO Placement details

Our Company has, in consultation with the BRLM, undertaken a Pre-IPO Placement of 16,00,000 Equity Shares
at an issue price of Rs. 211 per Equity Share (including a premium of Rs. 201 per Equity Share) aggregating
Rs.3,376.00 Lakhs. The size of the Fresh Issue of up to Rs. 18,000.00 Lakhs has been reduced by Rs. 3,376.00
Lakhs pursuant to the Pre-IPO Placement and the revised size of the Fresh Issue is up to Rs.14,624.00 Lakhs. For
risk regarding apprehension/concerns of the listing of our Equity Shares on the Stock Exchanges see ‘Risk Factors
- There is no guarantee that our Equity Shares will be listed on the BSE and the NSE in a timely manner or at all’
on page 75.

Details of Pre-IPO Placement:

Particulars Remarks
Number of individual allottees 91
Number of non-individual allottees 06
None of the allottees are related to the Company,
Promoters/Promoter Group/Directors/Group
Relationship
Companies/Subsidiaries/Joint Ventures of the
Company.

R. Issue of Equity Shares for consideration other than cash in the last one year

No Equity Shares have been issued by our Company for consideration other than cash in the one year preceding
the date of this Red Herring Prospectus except as disclosed.

No. of Equity Face value Issue price

Date of Allotment Reason for Allotment
Shares Allotted (Rs.) (Rs.)
March 23, 2023 Bonus Issue* 3,52,50,000 10 Nil
For further details, please see “Capital Structure” beginning on page 108.
*Sources for issuance of Bonus Shares: Rs. 3,525.00 Lakhs has been utilized from Reserve & Surplus available
for distribution to shareholders and no. part of revaluation reserve, if any has been utilized for the purpose.

S. Split / Consolidation 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.

T. Exemption from complying with any provisions of securities laws, if any, granted by SEBI

Our Company has not applied to SEBI for any exemption from complying with any provisions of the securities
Laws.

31 | P a g e
 SECTION II- 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. If 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.

This Red Herring Prospectus also contains forward-looking statements that involve risks and uncertainties. We
have described the risks and uncertainties that our management believes are material, but these risks and
uncertainties may not be the only ones we face. Additional risks and uncertainties, including those we are not
aware of or deem immaterial, may also result in decreased revenues, increased expenses or other events that
could result in a decline in the value of our Equity Shares. In making an investment decision, prospective investors
must rely on their own examination of our Company and the Issue, including the merits and risks involved. Unless
specified or quantified in the relevant risk factors below, we are not in a position to quantify the financial or other
implications of any of the risks described in this section. Investors are advised to read the risk factors carefully
before taking an investment decision in this Issue. Investors should not invest in this Issue unless they are prepared
to accept the risk of losing all or part of their investment, and they should consult their tax, financial and legal
advisors about the particular consequences to you of an investment in the Equity Shares.

To obtain a better understanding of our business, you should read this section in conjunction with other chapters
of this Red Herring Prospectus, including the chapters titled “Our Business”, “Management’s Discussion and
Analysis of Financial Condition and Results of Operations”, “Industry Overview” and “Financial Information”
on page nos. 213, 406, 144 and 318 respectively, together with all other financial information contained in this
Red Herring Prospectus. Our actual results could differ materially from those anticipated in these forward looking
statements as a result of certain factors, including the considerations described below and elsewhere in this Red
Herring Prospectus.

Unless otherwise stated, the financial data in this chapter is derived from our Restated Consolidated Financial
Statements for the year ended on March 31, 2023, March 31, 2022 and March 31, 2021 as included in “Financial
Information” on page no. 318.

Unless stated otherwise, industry and market data used in this Red Herring Prospectus has been obtained or
derived from publicly available information as well as industry publication and sources. Further, the information
has also been derived from the report titled ‘Infrastructure sector in India (Roads, Construction, Water and Power
Sector)’ dated August 07, 2023 prepared by Care Edge Research (“Careedge Report”) which was appointed by
our Company vide engagement letter dated November 16, 2022 & March 23, 2023 and has been exclusively
commissioned and paid for by our Company in connection with the Issue. Unless otherwise indicated, all financial,
operational, industry and other related information derived from the Careedge Report and included herein with
respect to any particular year refers to such information for the relevant calendar year.

1. The average price/earnings (“P/E”) ratio of the listed industry peer set was 13.86x as on August 10, 2023 while
our P/E ratio will be at premium of [●] times at the higher price band and [●] times at the lower price band.
The trading price of our Equity Shares may fluctuate based on a comparison of the P/E ratio of the listed
industry peer set and our Company.

The P/E ratio is a commonly used measure of the relative valuation of a company’s shares, based on its current or
projected earnings per share. A higher P/E ratio implies that the investors are willing to pay more for each earnings
per share, either because they expect higher future earnings growth or because they perceive lower risk or higher

32 | P a g e
 quality in the company's business. Whereas a lower P/E ratio implies that the investors have low expectations for
future earnings growth of the company, which may reflect the company’s weak performance, weak competitive
position or declining industry prospectus.

For more information about Peer Group, kindly refer chapter titled “Basis for Issue Price” on page No. 130.

Our P/E ratio at the higher price band of Rs. [●] per Equity Share would be [●] times, representing a premium of
[●] times over the average P/E ratio of our listed industry peer set. Similarly, our P/E ratio at the lower price band
of Rs. [●] per Equity Share would be [●] times, representing a premium of [●] times over the average P/E ratio of
our listed industry peer set.

Our P/E ratio may not be comparable to those of our listed industry peer set, as we operate in a different segments,
have a different business model, growth strategy, competitive position, financial performance, and risk profile
than our peers. However, our P/E ratio may also reflect the market’s perception of our future earnings potential,
which may be influenced by various factors, such as our historical and projected growth rates, profitability
margins, return on equity, cash flows, dividend policy, industry outlook, macroeconomic conditions, regulatory
environment, and investor sentiment. There can be no assurance that we will be able to achieve or sustain the
earnings growth rates or profitability levels that are implied by our P/E ratio, or that the market will continue to
value our shares at such a high multiple. If our actual or expected earnings fall short of the market’s expectations,
or if the market’s valuation of our Equity Shares declines for any reason, the price of our Equity Shares may
decline significantly, and investors may lose all or part of their investment.

2. Company is dependent on the Government projects and Changes in government policies related to the
environment and water treatment, in particular, may adversely affect our business, financial condition and
results of operations, delay in clearance from government.

As 100% of our projects are works related to tenders floated by government or semi government agencies funded
through World Bank. Hence our business is highly dependent on working with government entities or agencies.
In addition, we may be subject to additional regulatory or other scrutiny associated with commercial transactions
with government owned or controlled entities and agencies.

100% revenue generated through the government tenders so the Company’s trade receivables constitute only
receivables from governments.
(In Lakhs)
As at March 31, As at March 31, As at March
Particulars
2023 2022 31, 2021
Trade Receivables 12,354.17 15,782.27 9,328.59
Revenue from Operations 53,816.17 35,985.08 33,070.39
% of total revenue 22.96% 43.86% 28.21%

Environmental protection policies, legislation and regulation greatly influences government expenditures on our
water reuse and ZLD (“Zero Liquid Discharge”) solutions and are subject to change due to changing political,
social and economic factors. Legislative and regulatory changes in connection with the environment, water
supplies and water treatment and discharge may change the demand for our services and could have a material
adverse impact on our business, financial condition and results of operations.

Further, the realization of payment from the clients taken some time as due to government department, verification
of bill is done & demand for the payment is made by the accounts department & then the payment releases so
normally the debtors period in this business falls between 90-120 days, however all the payment are totally
secured, there are no bad debts as all the projects are world bank funded so payment channel is very secure. Further
apart from this in this business, few amounts in respect of the testing and security remains hold by the department
for 2-3 years, depending on the tenure of the work allotted because testing is done once the work gets completed,

33 | P a g e
 which is also completely secure, only takes more time to release, all of which could have an adverse impact on
our income and cash flows.

3. If we fail to procure Government projects, our future results of operations and cash flows can fluctuate
materially depending on the timing of contract awards.

As 100% of our projects are works related to tenders floated by government or semi government agencies funded
through World Bank. Hence our business is highly dependent on working with government entities or agencies.

WWTPs and WSSPs, whether on EPC or HAM basis, have been awarded to us through competitive bidding
processes and satisfaction of prescribed qualification criteria individually or along with our joint venture partners,
wherever applicable.

Company has executed 50 projects & 17 projects executed by the proprietorship which businesses was taken over
by the Company on June 2012 and currently we are executing 18 ongoing projects aggregating into an Order Book
of Rs. 1,774.87 Crores including WWTPs, WSSPs, EPS & HAM projects. Apart from this we are also executing
5 O&M projects of Rs. 99.28 Crores in Uttar Pradesh, Uttarakhand and Bihar. For further information’s, kindly
refer chapter titled “Our Business” on page 213.

In addition, the government conducted tender processes may be subject to change in qualification criteria,
unexpected delays and uncertainties. There can be no assurance that the projects for which we bid will be tendered
within a reasonable time or will ever be tendered. In the event that new projects which have been announced and
which we plan to bid for are not put up for tender within the announced timeframe, or qualification criteria are
modified such that we are unable to qualify, our business, prospects, financial condition, cash flows and results of
operations could be materially and adversely affected. We are not in a position to predict whether and when we
will be awarded a new contract. Our future results of operations and cash flows can fluctuate materially depending
on the timing of contract awards.

Details of number of projects that the Company participated in the bidding process and how many instances it
became successful in the past 5 FY are as follows:

FY No of tenders applied No of tenders awarded % of tender awarded

2018-19 42 8 19.05
2019-20 24 1 4.17
2020-21 17 2 11.76
2021-22 19 1 5.26
2022-23 39 5 12.82

We bid for selective government projects where we see value and long-term growth prospects. While biding for
the potential tenders/opportunities, we usually see the size of the project to enhance our self for bigger projects in
future, tenure of the projects for the regular cash flows, project amount & cost to calculate the profit margins.

4. Most agreements that we have entered into in connection with our business contain a penalty or liquidated
damage clause for delay in the completion of a project that takes effect should the completion of a project be
delayed.

Our projects are typically subject to a completion schedule. We are also required to provide performance
guarantees to customers to complete projects on schedule. Any failures to adhere to a contractually agreed
schedule for reasons other than the agreed force majeure events could result in our being required to pay liquidated
damages, which would usually be a certain percentage of the total project cost, or lead to forfeiture of security
deposits or invocation of performance guarantees. Our IT systems are vital to our business operations. We have a
customised IT system of enterprise resource planning for our Company, which assists us in various business

34 | P a g e
 functions including project management, materials management, inventory management, procurement planning,
quality management, plant maintenance, finance and controlling, environment health and safety, and human
resources.

We also use Microsoft Project software for project management and implementation. Further, we have also
implemented human resource management systems for smooth functioning of our human resource functions. We
have implemented multiple reporting systems, visual controls at different sites which support the day to day
functions at our various sites. We consistently make efforts to maintain and upgrade our systems to suit our
business requirements and improving efficiency in our operations. Any future failures to complete projects on
schedule could have a material adverse effect on our results of operations and financial condition. Delays in the
completion of projects could also increase our working capital requirements and cause damage to our reputation,
which could in turn adversely affect our ability to prequalify for projects. We have not been penalized due to delay
in completion of any projects in past and no damages has been paid in last 3 financial year, so there was no material
effect on business, financial condition and profitability of our company. Further, no assurance can be given that
we will not be penalized in future.

5. Our Company has reported certain negative cash flows from its financing activity and investing activity, details
of which are given below. Sustained negative cash flow could impact our growth and business

Our Company had reported certain negative cash flows from our financing activities in previous years as per the
restated financial statements and the same are summarised as under:
(Rs. in Lakhs)
For the year ended March 31,
Particulars
2023 2021 2020
Cash flow from Operating Activities (2,540.12) 2,263.71 3,576.82
Cash flow from Investing Activities (1,035.67) (1,477.91) (847.51)
Cash flow from Financing Activities 5,637.97 276.40 (1,089.80)

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. If our Company is not able to generate sufficient cash flows, it may adversely affect our business and
financial operations.

Kindly refer page no. 95 for further details of Cash Flows.

6. Our projects are awarded through the competitive bidding process by government authorities/bodies. We may
not be able to qualify for, compete and win future projects, which could adversely affect our business and
results of operations.

WWTPs gand WSSPs, whether on EPC or HAM basis, have been awarded to us following competitive bidding
processes and satisfaction of prescribed qualification criteria individually or along with our joint venture partners,
wherever applicable. Details of number of projects that the Company participated in the bidding process and how
many instances it became successful in the past 5 FY are as follows:

FY No of tenders applied No of tenders awarded % of tender awarded

2018-19 42 8 19.05
2019-20 24 1 4.17
2020-21 17 2 11.76
2021-22 19 1 5.26
2022-23 39 5 12.82

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 Company has executed 50 projects & 17 projects executed by the proprietorship which businesses was taken over
by the Company on June 2012 and currently we are executing 18 ongoing projects aggregating into an Order Book
of Rs. 1,74,492.00 Lakhs including WWTPs, WSSPs, EPS & HAM projects. Apart from this we are also executing
5 O&M projects of Rs. 9,928.00 Lakhs in Uttar Pradesh, Uttarakhand and Bihar. For further information’s, kindly
refer chapter titled “Our Business” on page 213.

We bid for selective government projects where we see value and long-term growth prospects. While biding for
the potential tenders/opportunities, we usually see the size of the project to enhance our self for bigger projects in
future, tenure of the projects for the regular cash flows, project amount & cost to calculate the profit margins.

While we have the technical and financial qualifications to bid for STP projects, service quality, technological
capacity and performance, health and safety records and personnel, as well as reputation and experience are
important considerations in the authority’s decision. There can be no assurance that we would be able to meet the
qualification criteria, particularly for larger projects, whether independently or together with other joint venture
partners. Further, once the prospective bidders satisfy the qualification requirements of the tender, the project is
usually awarded based on the quote by the prospective bidder. We spend considerable time and resources in the
preparation and submission of bids. We cannot assure you that we would bid where we have been prequalified to
submit a bid or that our bids, when submitted would be accepted. If we are not able to qualify in our own right to
bid for larger projects, we may be required to partner and collaborate with other companies in bids for such
projects. If we are unable to partner with other parties or lack the credentials to be the partner-of-choice for other
parties, we may lose the opportunity to bid for WWTPs and WSSPs, which could affect our growth plans.

In addition, the government conducted tender processes may be subject to change in qualification criteria,
unexpected delays and uncertainties. There can be no assurance that the projects for which we bid will be tendered
within a reasonable time or will ever be tendered. In the event that new projects which have been announced and
which we plan to bid for are not put up for tender within the announced timeframe, or qualification criteria are
modified such that we are unable to qualify, our business, prospects, financial condition, cash flows and results of
operations could be materially and adversely affected. We are not in a position to predict whether and when we
will be awarded a new contract. Our future results of operations and cash flows can fluctuate materially depending
on the timing of contract awards. Although, we have not disqualified in the past by the clients, so there was no
material effect on business, financial condition and profitability of the issuer company.

Projects awarded to us may be subject to litigation by unsuccessful bidders. Legal proceedings may result in delay
in award of the projects and/or notification of appointed dates, for the bids where we have been successful, which
may result in us having to retain unallocated resources and as a result, it would adversely affect our results of
operations and financial condition. Further, we may be required to incur substantial expenditure, time and
resources in defending such litigation. Any unsuccessful outcome in any such proceedings may lead to termination
of a contract awarded to us, which could have a material adverse effect on our future revenues and profits.

There are 2 litigations related to claims & for outstanding dues filed by the issuer Company. Kindly refer page
no. 444 for brief details regarding the litigations.

7. We have been black-listed in past by the two government bodies, we may face blacklisting in future that will
effect our operations & future cashflows.

We have been black-listed in past. We have been black listed in past by the two government bodies & the same
black-listing has been lifted with the retrospective effect.

1. Reason for blacklisting: Inadequacy of the safety equipment’s/measure provided to the labours pointing
towards inferior workmanship and leading to death of five labourers.

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 Brief details: U. P. Jal Nigam passed an order dated December 16, 2019 blacklisting the Petitioner for one
year but before doing so, he called for the comments/reports of the chief engineers, Ghaziabad
Region/Division, U.P. Jal Nigam in the light of the replies submitted by the Petitioner, who submitted his
report/comments vide its letter dated November 22, 2019 wherein he reiterated the inadequacy of the safety
equipment’s/measure provided to the labours pointing towards inferior workmanship and leading to death
of five labourers.

The Writ Petition was filed by our Company (“Petitioner”) for quashing the order dated 22.8.2019 passed
by the Principal Secretary Urban Development Department, Lucknow and Ors. (“Respondents”) for
blacklisting the Company and praying for relief in the form of a mandamus commanding the Respondents
not to treat the Petitioner as disqualified on account of the order dated 22.8.2019 and to permit the Petitioner
to participate in the Tender issued by U.P. Jal Nigam for execution of designing and building a sewage
treatment plant and a new sewage network at Jaunpur. The order of blacklisting has been withdrawn on
20.9.2019. However, the Writ Petition is currently pending.

Although, we have executed the project successfully in timely manner.

Project details:-

Tenure
Sr. Size of Date of Date of
Name of the Project of the State
No. Projects Start Completion
Project
Ghaziabad Sewerage
Ghaziabad
Project Package -1
1 88.75 Crore 17.11.2018 28.02.2023 4 Year Uttar
under AMRIT Program
Pradesh
at Ghaziabad area

2. Reason for blacklisting: Falsely and fraudulently mentioned certain wrong facts in Forms 2 and 3B of the
Standard/ Model Bid Documents (SBD), submitted in response to an invitation for bid for the work in
question.

Brief details: The order of blacklisting has been passed on the allegation that the petitioner has falsely and
fraudulently mentioned certain wrong facts in Forms 2 and 3B of the Standard/ Model Bid Documents (SBD),
submitted in response to an invitation for bid for the work in question.

A Black listing order dated March 04, 2021 was passed by Bihar Urban Infrastructure Development
Corporation Ltd., (BUIDCo) against the Company. The order of blacklisting has been passed on the
allegation that the petitioner has falsely and fraudulently mentioned certain wrong facts in Forms 2 and 3B
of the Standard/ Model Bid Documents (SBD), submitted in response to an invitation for bid for the work in
question. It is the Company’s contention that the BUIDCo does not have any jurisdiction to take any final
decision on the consequence of any purported incorrect or misleading facts in the tender documents, which
is purely within the domain of the World Bank and, therefore, the BUIDCo irresponsibly invoked the
provisions of the Rules for the purpose of blacklisting of the contractor, as tender in question is mandatorily
governed and funded by the World Bank.

The Court is of the considered opinion that the respondent BUIDCo has acted irresponsibly in passing the
impugned order in casual and cavalier manner, which has serious adverse consequence not only in respect
of the petitioner’s eligibility to participate in the bid with others in Government contracts, but has also
adversely affected the progress of the project in question.

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 Extracts from Court order dated July 19, 2021:

“The impugned order of black-listing dated 04.03.2021 is hereby set aside for the reasons noted above. It is
clarified that the Court is interfering with the impugned order mainly for four reasons. Firstly, it does not
duly consider the explanation submitted by the petitioner in response to the show cause notice. Secondly, it
has referred to a new fact in relation to Form-3A, which was not part of the show cause notice though there
is reference to this information form in the petitioner’s reply to the show cause notice. Thirdly, it has
completely ignored the observations made by this Court in the order dated 04.02.2021 passed in C.W.J.C.
No. 8929 of 2020. Fourthly and the most importantly, the Chief Engineer had an obligation to record a
finding on the applicability of Bihar Contractor Registration Rules, which is in the nature of executive
instructions for taking action in relation to the bid process in question where tender documents are based
on model tender document set by NMCG in funding arrangement of the World Bank, a plea which was
specifically taken in the reply to the show cause notice. This aspect goes to the root of the matter, which has
been completely ignored.”

For the details of such outstanding litigations, please refer the chapter titled “Outstanding Litigations and
Material Developments” on page no. 442-443.

Kindly refer the heading “Summary of Financial Statements” on page no. 90.

Further, our Company now following certain measures & steps for such types of occurrences in future.

➢ Proper due diligence of joint venture partners before entering into joint venture agreement with them, as on
July 31, 2023 we have executing 3 projects under Joint Ventures.
➢ Proper checking & analysing the documents & information to be submitted with the authority under tender
process to get the project, as on July 31, 2023, we are executing 18 projects in different status of India, for
more information, kindly refer “Order Book” on page no. 225.
➢ Internal Due diligence of technique, human errors to prevent the mistakes, as on July 31, 2023, we have 61
engineers on permanent basis.
➢ Financial due diligence of JV partners, internal financial management & bank guarantees.

We cannot assure you that we will not be black list in future & that will not impact our planned business, results
of operations and financial condition.

8. We bid for WWTPs (Water and Waste Treatment Plants) and WSSPs (Water Supply Scheme Projects) mostly
funded by the World Bank through Central and State Governments and derive our revenues from the contracts
awarded to us. Any reduction in budgetary allocation to this sector may affect the number of projects that the
government authorities/bodies may plan to develop in a particular period. Our business is directly and
significantly dependent on projects awarded by them.

WWTPs and WSSPs are mostly funded by world bank through partly funded by the Central Government/State
Government under schemes like the Atal Mission for Rejuvenation and Urban Transformation (AMRUT) and
National Mission of Clean Ganga (NMCG) for projects in urban areas. Similarly, WSSPs are also partly funded
by the Central Government schemes like the Jal Jeevan Mission (JJM) for rural areas of the country. Both WWTPs
and WSSPs are also partly funded by the states or Urban Local Bodies (ULBs) under their respective schemes.

Further, we also bid for construction & electricity transmission projects which are again funded by state
governments or central government. For the budgetary allocation by the central government which can boost our
business, please refer the chapter titled “Our Business” on page no. 213.

Any reduction in the budgetary allocation or support by the Central and/or the State Governments may have a
significant impact on the number of projects for which tenders may be issued by government authorities/bodies

38 | P a g e
 resulting in slowdown or downturn in our business prospects. Our business is directly and significantly dependent
on projects awarded by them.

Further, there can be no assurance that the state governments or local bodies will continue to place emphasis on
the WWTPs and WSSPs sector. In the event of any adverse change in budgetary allocations for such projects or
a downturn in available work in this sector resulting from any change in government policies or priorities, our
business prospects and our financial performance, may be adversely affected. The contracts with government
entities may be subject to extensive internal processes, policy changes, government or external budgetary
allocation, insufficiency of funds and political pressure, which may lead to lower number of contracts available
for bidding or increase in the time gap between invitation for bids and award of the contract which may lead to a
delay in our business operations.

Details of number of projects that the Company participated in the bidding process and how many instances it
became successful in the past 3 FY are as follows:

FY No of tenders applied No of tenders awarded % of tender awarded

2020-21 17 2 11.76
2021-22 19 1 5.26
2022-23 39 5 12.82

With reference to projects where our bids have been successful, there may be delays in award of the projects
and/or notification of appointed dates, which may result in us having to retain resources which remain unallocated,
thereby adversely affecting our financial condition and results of operations. Any adverse changes in the
government authorities/bodies policies may lead to our contracts being foreclosed or terminated which could have
an adverse effect on our business, prospects, results of operations, cash flows and financial condition.

9. Our Company, our Promoters/Director and our Group Companies are parties to certain legal proceedings. Any
adverse decision in such proceedings may have a material adverse effect on our business, results of operations
and financial condition.

Our Company, our Promoters/Director and our Group Companies are parties to certain legal proceedings. These
legal proceedings are pending at different levels of adjudication before various courts, tribunals and forums.
Mentioned below are the details of the proceedings involving our Company, our Promoters/Director, and our
Group Companies as on the date of this Red Herring Prospectus along with the amount involved, to the extent
quantifiable, based on the materiality policy for litigations, as approved by the Company in its Board meeting held
on March 14, 2023.

Disciplinary
Aggregate
actions by
amount
Statutory/ the SEBI or Material
Name of Criminal Tax involved (to
Regulatory stock civil
Entity Proceedings proceedings the extent
proceedings Exchanges litigations
ascertainable)
against our
(Rs. in Lakhs)
Promoters
Company
By our
Nil Nil Nil Nil 05 13,099.53
Company
Against our
03 10 Nil Nil 02 155.12
Company

39 | P a g e
 Directors and Promoters
By our
Directors Not
01 Nil Nil Nil 02
and Ascertainable
Promoters
Against our
Directors Not
01 Nil Nil Nil Nil
and Ascertainable
Promoters
Group Companies including Subsidiaries, Joint Ventures
Litigation
involving
our Group
Companies
affecting Nil Nil Nil Nil Nil Nil
business
operations
of our
Company

There can be no assurance that these litigations will be decided in favour of our Company, our Promoters/Director
and/or our Group Companies, respectively, and consequently it may divert the attention of our management and
Promoters and waste our corporate resources and we may incur significant expenses in such proceedings and may
have to make provisions in our financial statements, which could increase our expenses and liabilities. As on the
date of this Red Herring Prospectus, our Company has not created any provisions related to the above litigations
filed against the Company.

If such claims are determined against us, there could be a material adverse effect on our reputation, business,
financial condition and results of operations, which could adversely affect the trading price of our Equity Shares.
For the details of such outstanding litigations, please refer the chapter titled “Outstanding Litigations and Material
Developments” on page no. 440.

10. We deploy traditional technologies in the designing and installation of WWTPs (Water and Waste Treatment
Plants) and WSSPs (Water Supply Scheme Projects). Any incapability to adopt a new technology or change in
the requirement of a particular technology by the government authorities may affect our position to bid for
WWTPs or WSSPs.

The designing and engineering of the WWTPs (Water and Wastewater Treatment Plants) and WSSPs (Water
Supply Scheme Projects) is technically complex, time consuming and resource intensive because of unique project
requirements. We constantly upgrade our technical abilities to offer our clients the full range of services at lower
cost and without compromising on quality.

We use technologies as required by the government authorities/bodies for the relevant project type. In the event
of any change in the requirement by the government authorities/bodies of any technology presently used, which
we are not able to provide or we lack sufficient expertise in that technology, we will not be in a position to bid for
such projects for lack of technical qualification and our competitors may get an advantage due to our incapability
in bidding for projects requiring technologies which we are not capable of providing. Further No bids have been
rejected due to the traditional technologies in past. Further, no assurance can be given that our bids will not be
rejected due to lack of advance technologies in future.

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11. Covid-19 or the outbreak of any other severe communicable disease could have a potential impact on our
business, financial condition and results of operations.

Covid-19 or the outbreak of any other severe communicable disease could adversely affect the overall business
sentiment and environment, particularly if such outbreak is inadequately controlled. The spread of any severe
communicable disease may also adversely affect the operations of our clients and material suppliers, which could
adversely affect our business, financial condition and results of operations. The outbreak of Covid-19 has resulted
in authorities implementing several measures such as travel bans and restrictions, quarantines and shutdowns.
These measures have impacted and may further impact our workforce and operations. A rapid increase in severe
cases of infections and subsequent 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. Our ability to meet
our ongoing disclosure obligations might be adversely affected, despite our best efforts. If any of our employees
were suspected of contracting Covid-19 or any other epidemic disease, this could require us to quarantine some
or all of these employees or disinfect the facilities used for our operations.

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 has significantly increased
economic uncertainty. The spread of Covid-19 has caused us to modify our business practices (including employee
travel, employee work locations, and cancellation of physical participation in meetings, events and conferences),
and we may take further actions as may be required by government authorities or steps on what we believe would
be in the best interests of our employees, customers, partners, and suppliers. There is no certainty that such
measures will be sufficient to mitigate the risks posed by the outbreak, and our ability to perform critical functions
could be harmed. The extent to which the Covid-19 further impacts our results will depend on future
developments, which are highly uncertain and cannot be predicted, including new information which may emerge
concerning the severity of Covid-19 and the actions taken globally to contain Covid-19 or treat its impact, among
others. The degree to which Covid-19 impacts our results will depend on future developments, which are highly
uncertain and cannot be predicted, including, but not limited to, the duration and spread of the outbreak, its
severity, the actions taken to contain the outbreak or treat its impact, vaccination across the country and the world
in general, and how quickly and to what extent normal economic and operating conditions can normalize. The
above risks can threaten the safe operation of our facilities and cause disruption of operational activities,
environmental harm, loss of life, injuries and impact the wellbeing of our people. Further, muted economic growth
could give rise to a recessionary economic scenario, in India and globally, which could adversely affect the
business, prospects, results of operations and financial condition of our Company.

As of the date of the Red Herring Prospectus, we operate different project sites across India, including in the states
of Uttarakhand, Uttar Pradesh, Rajasthan, Bihar and Maharashtra. In particular, as of July 31, 2023, we have total
18 projects out of which 6, 6, 4, 1 and 1 of our Project sites, respectively, are located in Rajasthan, Uttar Pradesh,
Uttarakhand, Bihar and Maharashtra. Our business is dependent on our ability to manage our project sited, which
are subject to various operating risks and factors including, among others, strikes, lock-outs and unexpected
breakdown and/or failure of equipment or industrial accidents which may entail significant repair and maintenance
costs, increases in manpower costs, disruption in electrical power or water resources, timely grant or renewal of
approvals, severe weather conditions, natural disasters and outbreaks of infectious diseases, such as the current
COVID-19 pandemic, natural calamities, labor disputes, civil disruptions and changes in the regulations and
policies of the states or local governments where our project sites are located.

In addition of the above, we have not availed any moratorium on borrowings in past.

41 | P a g e
12. Our inability to respond adequately to increased competition in our business may adversely affect our
Margins.

The company is engaged in contractor business since its inception. The company is experienced in sewerage
tenders & also executes mostly sewerage tenders. There are very less no of players in the sewerage contracts
business & the government is much focused on sewerage contracts & launching plenty of new sewerage tenders
under Jal Jeevan Mission. Further at present the company is having very good experience of more than 13 years
of executing these contracts very well. Moreover, as explained above that all the tenders of the company are of
government tenders, which are either world bank funded projects and therefore the payment channel is very much
secure in these tenders and also as there are a smaller number of players in the market in sewerage contracts &
also our company is having good expertise in this filed so there is no risk in respect of the profit margins from
these government contracts. All these projects contain very handsome profit realizable profit margin, which can
also be analyzed from the financial figures of our company.

We compete with several companies and entities, as well as large domestic companies with larger projects, greater
brand recognition, stronger manpower and greater financial resources and experience. We also face competition
from new entrants who may have more flexibility in responding to changing business and economic conditions.
The basis of competition includes, among other things, pricing, innovation, perceived value and other criteria. We
have experienced price competition in the past, and there can be no assurance that such price competition will not
recur in the future. Growing competition may force us to reduce our bid for WWTPs or WSSPs, which may reduce
revenues and margins and/or decrease our market share, either of which could affect our results of operations. Our
competitors may succeed in developing larger projects more efficiently and in time than the ones that we may
develop. These developments could render us obsolete or incompetitive, which would harm our business and
financial results.

Year wise our profit margins are as under:

(Rs. In Lakhs)
Particulars Fiscal 2023 Fiscal 2022 Fiscal 2021
Revenue from Operations 53,816.17 35,985.08 33,070.39
EBITDA 14,899.95 11,251.19 9,889.97
EBITDA margin as of revenue from operations (%) 27.69% 31.27% 29.91%
PAT 10,861.63 7,904.62 7,195.37
PAT margin (%) 20.18% 21.97% 21.76%

13. We have certain contingent liabilities, which, if materialized, may affect our financial condition and results
of operations.

Our contingent liabilities as of March 31, 2023 were as follows:

(Rs. In Lakhs)
Matter As of March 31, 2023
Corporate Guarantee 25,173.63
Total 25,173.63

For further details of the contingent liabilities and commitments of our Company as on March 31, 2023, see
“Restated Financial Information – Contingent Liabilities” on page 365. If a significant portion of these liabilities
materialize, it could have an effect on our results of operations and financial condition. Further, there can be no
assurance that we will not incur similar or increased levels of contingent liabilities in the future.

42 | P a g e
14. The industry in which we operate is capital intensive in nature, and involve relatively long gestation periods.
We require substantial financing for our business operations and the failure to obtain additional financing on
terms commercially acceptable to us may adversely affect our ability to grow and our future profitability.

Projects in the sector in which we operate typically are capital intensive, involve relatively long gestation periods,
and require us to obtain financing through various means. Whether we can obtain such financing on acceptable
terms which is dependent on numerous factors, including general economic and capital market conditions, credit
availability from banks, investors’ confidence, our levels of existing indebtedness and other factors beyond our
control as well as on the timely completion of our projects.

The company is engaged in government contractor business wherein realization of payment from the clients taken
some time as due to government department, verification of bill is done & demand for the payment is made by
the accounts department & then the payment releases so normally the debtors period in this business falls between
90-120 days, however all the payment are totally secured, there are no bad debts as all the projects are world bank
funded so payment channel is very secure. Further apart from in this business, few amounts in respect of the
testing and security remains hold by the department for 2-3 years, depending on the tenure of the work allotted
because testing is done once the work gets completed, which is also completely secure, only takes more time to
release.

The actual amount and timing of our future capital requirements may differ from estimates as a result of, among
other things, unforeseen delays or cost overruns, changes in business plans due to prevailing economic conditions,
unanticipated expenses and regulatory changes. To the extent our planned expenditure requirements exceed our
available resources, we will be required to seek additional debt or equity financing. Additional debt financing
could increase our interest costs and require us to comply with additional restrictive covenants in our financing
agreements. Additional equity financing could dilute our earnings per Equity Share and your interest in the
Company, and could adversely impact our Equity Share price.

Our ability to obtain additional financing on favourable terms, if at all, will depend on a number of factors,
including our future financial condition, results of operations and cash flows, the amount and terms of our existing
indebtedness, general market conditions and market conditions for financing activities and the economic, political
and other conditions in the markets where we operate.

We cannot assure you that we will be able to raise additional financing on acceptable terms in a timely manner or
at all. Our failure to renew arrangements for existing funding or to obtain additional financing on acceptable terms
and in a timely manner could adversely impact our planned capital expenditure, our business, results of operations
and financial condition.

15. 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 Order Book does not necessarily indicate future earnings related to the performance of that work. Our Order
Book refers to expected future revenues under signed contracts or contracts where letters of intent have been
received. Order Book projects represent only business that is considered firm, although deferments, withdrawals,
cancellations or unanticipated variations or scope or schedule adjustments may occur. Due to changes in project
scope and schedule, we cannot predict with certainty when or if our Order Book will be performed. In addition,
even where a project proceeds as scheduled, it is possible that contracting parties may default and fail to pay
amounts owed. We cannot guarantee that the income anticipated in our Order Book will be realized, or, if realized,
will be realized on time or result in profits. Any project cancellations or scope adjustments, which may occur from
time to time, could reduce the amount of our Order Book and the income and profits that we ultimately earn from
the contracts. Any delay, cancellation or payment default could have a material adverse effect on our business,
results of operation and financial condition.

43 | P a g e
 Our Order Book as of July 31, 2023 has been calculated on the basis of the aggregate contract value of our ongoing
projects as of such date reduced by the value of work executed by us until such date, and estimated contract value
of new projects awarded to us. For the purposes of calculating the Order Book value, we do not take into account
any escalation or change in work scope of our ongoing projects as of the relevant date. The manner in which we
calculate and present our Order Book is therefore not comparable to the manner in which our revenue from
operations is accounted, which takes into account revenue from work relating to escalation or changes in scope of
work of our projects. The manner in which we calculate and present our 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 is not audited and does not necessarily
indicate our future earnings. Our Order Book should not be considered as a substitute for performance measures.
As of July 31, 2023, our Order Book includes 5 O&M projects of Rs. 9,928.00 Lakhs and 18 other projects with
aggregate value of Rs. 1,74,492.00 Lakhs. For further details on our Order Book, see “Our Business – Our Order
Book” on page 225.

We may encounter problems executing the Projects as ordered, or executing it on a timely basis. Moreover, factors
beyond our control may postpone a project or cause its cancellation, including delays or failure to obtain necessary
permits, authorizations, permissions, and other types of difficulties or obstructions. Delays in the completion of a
project can lead to clients delaying or refusing to pay the amount, in part or full, that we expect to be paid in
respect of such project. Even relatively short delays or surmountable difficulties in the execution of a project could
result in our failure to receive, on a timely basis or at all, all payments otherwise due to us on a project. These
payments often represent an important portion of the margin we expect to earn on a project. In addition, even
where a project proceeds as scheduled, it is possible that the contracting parties may default or otherwise fail to
pay amounts owed. Any delay, reduction in scope, cancellation, execution difficulty, payment postponement or
payment default in regard to our Order Book projects or any other uncompleted projects, or disputes with clients
in respect of any of the foregoing, could materially harm our cash flow position, revenues and earnings.

No material effect on business, financial condition and profitability of the issuer Company for such instances, as
these factors are external factors, we have not experienced any delay due to any internal factors in past. Further,
no assurance can be given that this will not be happen in future. Accordingly, the realization of our Order Book
and the effect on our results of operations may vary significantly from reporting period to reporting period
depending on the nature of such contracts, actual performance of such contracts, as well as the stage of completion
of such contracts as of the relevant reporting date.

16. 100% of our revenue is generated from business transactions with government entities or agencies. Any change
in the governments in the markets in which we operate, change in policies and/or our inability to recover
payments therefrom in a timely manner or at all, would adversely affect our operations and revenues which in
turn would adversely affect our profitability.

100% of our projects are works related to tenders floated by government or semi government agencies funded
through World Bank. Hence our business is highly dependent on working with government entities or agencies.
There may be delays associated with collection of receivables from government owned or controlled agencies.
Our operations involve significant working capital requirements and delayed collection of our receivables could
materially and adversely affect our liquidity, internal cash flows, cost of funding and results of operations. In
addition, we may be subject to additional regulatory or other scrutiny associated with commercial transactions
with government owned or controlled entities and agencies.

The company is engaged in government contractor business wherein realization of payment from the clients taken
some time as due to government department, verification of bill is done & demand for the payment is made by
the accounts department & then the payment releases so normally the debtors period in this business falls between
90-120 days, however all the payment are totally secured, there are no bad debts as all the projects are world bank
funded so payment channel is very secure. Further apart from in this business, few amounts in respect of the
testing and security remains hold by the department for 2-3 years, depending on the tenure of the work allotted

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 because testing is done once the work gets completed, which is also completely secure, only takes more time to
release.

As our 100% revenue generated through the government tenders so the Company’s trade receivables constitute
only receivables from governments:
(In Lakhs)
As at March 31, As at March 31, As at March 31,
Particulars
2023 2022 2021
Trade Receivables 12,354.17 15,782.27 9,328.59
Revenue from Operations 53,816.17 35,985.08 33,070.39
% of total revenue 22.96% 43.86% 28.21%

In addition to the above, the contracts with Government entities may be subject to extensive internal processes,
policy changes, Government or external budgetary allocation and insufficiency of funds, which may lead to lower
contracts available for bidding or increase in the time gap invitation for bids and award of the contract. As long
as Government entities are responsible for awarding contracts to us and are a critical party to the development and
ongoing operations of our projects, our business is directly and significantly dependent on projects awarded by
them.

With reference to projects where our bids have been successful, there may be delays in award of the projects
and/or notification of appointed dates, which may result in us having to retain resources which remain unallocated,
thereby adversely affecting our financial condition and results of operations. Any adverse change in policies by
government leading to reduction in capital investment could affect us adversely. Further, if there is any change in
the government or in governmental policies that results in a slowdown in infrastructure projects, our business,
financial condition and results of operations may be adversely affected.

17. Failure to increase the size of our projects and pre-qualification may affect our growth prospects.

We have executed projects in the range of 4-24 MLD in case of STPs, 9 MLD in case of CETPs, 80 MLD in case
of WTP, Common Feeder 41 MLD and 17-41 MLD in case of SPSs. Execution of high-capacity projects has
lesser competition, better margins, economies of scale and better utilization of sources. We will continue to focus
on the designing, construction, operation and maintenance of WWTP projects while seeking opportunities to
further increase the size of our projects. We will continue to bid for WWTPs and WSSPs both on EPC and HAM
basis. Increase in the size of projects will also lead to our Company becoming pre-qualified for larger projects of
higher MLD. For further details of our completed projects, please see “Our Business -Completed Projects” on
page 241. Any failure on our part to bid and win larger projects, either independently or alongwith our joint
venture partners will affect our future growth prospects. Further, any delay in bidding and executing larger projects
could affect our projected growth, financial condition and results of operations.

HAM Projects: Due to subdued private sector participation in the bidding process, the Government opted for
advance version of the Hybrid Annuity Model (HAM) in FY2017. It came in the time when private players were
highly leveraged and banks were cautious in increasing their lending exposure to private sector players as majority
of the projects were getting delayed and stuck in execution. Major BOT project had proven to be bad choice as
the main assumption for the returns was traffic was quite aggressive. But in case of HAM, it is a mix of BOT
(Annuity) and EPC models. This model safeguards the interest of both the parties i.e., Government and private
entity. During the construction period, the private entity is provided 40% grant of the bid project cost by the
Government in five equal instalments depending on the physical progress of the project. The remaining 60% of
the bid project cost is to be borne by private entity through debt and equity. The Government generates its revenue
from the project by way of toll collection. This model has been very successful as the burden of financing of
private players has reduced. In the first year of its implementation, Rs 28,000 crores of projects were awarded by
the NHAI of which 50% of the projects were under HAM. HAM has not only brought back private participation

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 but it has also safeguarded the banks as the fund disbursed to private players are backed by the Government
annuity payments i.e. the traffic risk is taken care by Government itself.

Number of such projects that the company operates its size:

We have not executed any HAM Project in past but as on date we are executing 1 (one) HAM Project for Uttar
Pradesh Jal Nigam, Varanasi. We have entered into a Joint venture with Ercole Marelli Impianti Tecnologici
S.R.L., Italy (“EMIT”).

Further details are as under:

Name of the Size of the Tenure of the

EMS Shares in JV EMIT Shares in JV
Project Project Project
Namami Gange 29,251.00 17550.60 Lakhs i.e. 11700.40 Lakhs i.e. April 10, 2022 to
Programme Lakhs 60% of Project value 40% of Project value April 09, 2024

For the details of project, please refer the heading “Our Order Book” on page no. 225.

18. Failure to achieve financial closures and funding arrangements within a stipulated period for HAM projects
may attract penalty and may also lead to termination of the contract.

We, alongwith our joint venture partner, have been awarded in April 2022 a HAM project by Uttar Pradesh Jal
Nigam, under the Namami Gange Programme, for cleaning, rejuvenation and protection of river Ganga at
Varanasi, Uttar Pradesh. The consortium partners have incorporated a SPV for the execution of this project. The
Design, Build, Rehabilitate, Finance, Operate and Transfer Sewage Treatment Plants (STPs) under “One City One
Operator” Concept through Hybrid Annuity Based PPP Model. The HAM concession agreement requires the SPV
to install the project within a period of 21 months from the effective date as per the agreement, followed by 3
months trial run and O&M for a period of 15 years. We will be funding this project from internal accruals. The
funding and execution of this HAM project will enable our Company to qualify and bid for other HAM projects
with larger MLD requiring further funding and technical expertise going forward. The terms of HAM contracts
require achievement of financial closures for awarded projects within a stipulated period from the letter of award
issued by the government authority. If we are unable to achieve financial closure within the stipulated period or
within the extended period allowed by the government authority, the contract may be terminated, and the bid
security amount deposited by us may be appropriated as damages by the government authority. The contracts that
we may enter into in future may have similar or more stringent terms. We cannot assure you that we will be able
to achieve financial closure for the projects awarded to us. Any delay in achieving financial closure could result
in us having to pay damages as per the terms of the contract or the contract being terminated in accordance with
its terms, thereby adversely affecting our financial condition, cash flows and results of operations.

19. Our business is working capital intensive. If we experience insufficient cash flows to meet required payments
on our working capital requirements, there may be an adverse effect on the results of our operations.

Our working capital requirements for Financial Year 2024 and 2025 are estimated at Rs. 53,264.97 lakhs and Rs.
66,260.79 lakhs, respectively. An amount of 13,500.00 lakhs in Financial Year 2024 towards working capital
requirements will be funded out of the Issue Proceeds & Pre-IPO Proceeds, whereas the balance, if any, would be
arranged from our internal accruals and/or loan funds. For details, please see “Objects of the Issue” on page 119.

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Working capital for the last three years of the Company:
(Rs. In Lakhs)

Fiscal 2023 Fiscal 2022 Fiscal 2021

Particulars
(Audited) (Audited) (Audited)

Current Assets
Inventories 10,475.91 5,412.85 3,542.93
Trade Receivables 12,354.17 15,782.27 9,328.59
Others Financial Assets 9863.76 8,313.98 8,354.14
Other Current Assets 4066.59 2,974.40 2,002.26
Total Current Assets (A) 36,760.43 32,483.50 23,227.92

Current Liabilities
Trade Payables 1,540.49 4,301.34 4,030.25
Lease Liabilities 0.00 6.29 35.84
Others Financial Liabilities 3677.32 4,015.22 0.00
Short term provisions 1.62 1.86 1.54
Liabilities for current tax (Net) 35.43 392.21 1,529.29
Other Current Liabilities 2693.93 2,138.41 1,011.73
Total Current Liabilities (B) 7,948.79 10,855.33 6,608.65
Total Working Capital Requirements
28,811.64 21,628.17 16,619.27
(A-B)
Funding Pattern
Working Capital Funding from Banks
- - -
and Financial Institutions
Internal Accruals and Loans 28,811.64 21,628.17 16,619.27

We require a significant amount towards working capital requirements which is based on certain assumptions,
and accordingly, any change of such assumptions would result in changes to our working capital requirements. A
significant amount of working capital is required to finance the purchase of materials, equipment, mobilization of
resources and other work on projects before payment is received from clients. As a result, we will continue to
avail debt in the future to satisfy our working capital requirements. Our working capital requirements may increase
if we undertake larger or additional projects or if payment terms do not include advance payments or such contracts
have payment schedules that shift payments toward the end of a project or otherwise increase our working capital
burden.

The working capital requirement involves providing of performance bank guarantees for the work awarded to our
Company for which cash margin has to be provided. Apart from that the clients retain certain percentage of the
contract value after the completion of the project as retention money. We strive to maintain strong relationships
with local and national banks to increase our financing flexibility. Our credit profile often enables us to obtain
financing on favourable terms from banks. However, we cannot assure you that our relationships with lenders will
not change or that lenders will continue lending practices we are familiar with. Our lenders may implement new
credit policies, adopt new pre-qualification criteria or procedures, raise interest rates or add restrictive covenants
in loan agreements, some or all of which may significantly increase our financing costs, or prevent us from
obtaining financings totally. As a result, our projects may be subject to significant delays and cost overruns, and
our business, financial condition and results of operations may be materially and adversely affected. In general, a
large part of our working capital is also blocked in trade receivables from our clients, including those arising from
progress payments or release of retention money. There can be no assurance that the progress payments and the
retention money will be remitted by our clients to us on a timely basis or that we will be able to efficiently manage
the level of bad debt arising from such payment practice. Our working capital position also depends on the period
of time taken by the government authorities/bodies to certify the invoice issued by us and release payment. All of
these factors may result in an increase in the amount of our receivables and short-term borrowings and the

47 | P a g e
 continued increase in working capital requirements may have an adverse effect on our financial condition and
results of operations.

20. If the Company fails to capitalize on government policy initiatives in the water and wastewater treatment
market, it will affect our business model, profit margins & marketability.

In order to expand the country's market for water and wastewater treatment, the Indian government has introduced
ambitious initiatives including the Jal Jeevan Mission-Har Ghar Jal, AMRUT, NAMAMI Gange Programme, and
SWAJAL.

The following major government policy initiatives in the water and wastewater treatment market:-

- Jal Jeevan Mission - ‘Har Ghar Jal’: Funds allocated, the estimated cost of the mission is Rs 3,60,000.00
crores. The Central and State have a share of Rs 2,08,000.00 crores and Rs 1,52,000.00 crores, respectively
of the total cost.
- Atal Payjal Yojana: It is a Scheme of the GOI aided by the World Bank with an outlay of Rs 6,000 Crores
- Jal Sakti Abhiyan: It was launched in the year 2019 in the stressed districts of the country to promote
conservation of water, water resource management, implementing rain water harvesting, renovation of
traditional water bodies, reuse of water, recharging water body structures, watershed development and
afforestation. The actual expenditure from MGNREGS fund was Rs 18,066.00 crores.
- Water Vision@2047: ‘Water Vision@2047’ conference was held in Bhopal on 6th January,2023 under the
Ministry of Jal Sakti.
- Atal Mission for Rejuvenation and Urban Transformation (AMRUT): Under the program, 883 sewerage
& septage management projects which amounts to Rs 34,081.00 crores have been taken up out of which 370
projects costing Rs 8,258.00 crores have been completed till date. In the Budget FY24, the allocation to
AMRUT has increased from Rs 15,300 crores to Rs 16,000 crores.
- Namami Gange programme: The Programme has main objectives of Sewerage Treatment Infrastructure,
River Surface Cleaning, Afforestation, Industrial Effluent Monitoring, etc. For conservation of rivers, the
Ministry of Jal Sakti has been supplementing efforts with the states and Union Territories by providing
financial and technical assistance for abatement of pollution under the programme. The National River
Conservation Plan has so far covered polluted stretches of 34 rivers across 77 towns and sanctioned cost of
Rs 5,961.00 crores and created a sewage treatment capacity of 2,677 Million litres per day.
(Source: CareEdge Report)

The Jal Jeevan Mission (JJM) was initiated on August 15, 2019, by the Government of India with the intention to
provide Functional Household Tap Connections (FHTC), which have access to safe and adequate drinking water,
to every rural household in the country. The programme also includes mandatory source sustainability measures
such as recharge and reuse through grey water management, water conservation, and rainwater harvesting to
incorporate a community-based approach to water, accounting for expansive knowledge, education, and
communication as vital components. The mission has put forth broad objectives as the foundation to ensure
implementation of tap water connections, and a regular and long-term access to adequate and good quality
drinking water.

We can leverage our existing relationships with States, ULBs and other government authorities for such projects
and expand this further to various geographies around the country. Any failure or delay on our part to capitalise
on these opportunities due to lack of experience, financial or management ability or capability may adversely
affect our growth prospects and plans.

Currently our Company operating only 5 projects under Atal Mission for Rejuvenation and Urban Transformation
(AMRUT), 1 Project under Namami Gange Programme.

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 The details regarding the above projects have disclosed under the titled “Our Order Book” on page no. 225. If we
are not able to capitalize on the above-mentioned government initiatives in timely manner, it will affect our
business model, profit margins & marketability accordingly.

21. Our business is substantially dependent on our design and engineering teams to accurately carryout the pre-
bidding engineering studies for potential projects. Any deviation during the execution of the project as
compared to our pre-bid estimates could have a material adverse effect on our cashflows, results of operations
and financial condition.

The Company have developed their own code of measures, criteria, team of engineers & supervisors to inspect
the projects at pre-bid phase that help us to estimate the cost & difficulties, risks involve in that specific project.

Our team inspect the project on different stages i.e. on every stage from digging to laying the pipes lines to check
whether there is any risk or difficulties that may arise at the time of execution, team also measure the all the safety
terms to safeguard the manpower at the work place.

We rely on our in-house team for timely and efficient execution of our projects. In addition to design and
engineering, our teams carry out detailed inspection of the relevant project area to record and highlight important
features and identify any issues that may be of importance in terms of implementation and operation of such
project. While our teams have the necessary skill and experience in carrying our pre-bidding engineering studies,
we may not able to assure the accuracy of such studies. The accuracy of the pre-bidding studies is dependent on
the following key elements:

i. preparing a project road map-based investigation of the project site which include amongst others, major
water bodies, laying of pipelines, the quality of the sewerage or effluent discharge from the concerned area,
technology required to be adopted for the plant;
ii. undertaking engineering surveys and preliminary designs which broadly include carrying out inventory and
detailed condition surveys, carrying our preliminary investigations, availability of construction materials and
implementing design in accordance with environmental and social concerns; and
iii. Preparation of bills of quantities covering all the items required in the work. Any deterrence or deviation in
the estimation and calculation of the key elements may hamper the quality of the pre-bid engineering study,
on which we rely before submitting any tenders for the relevant project.

Any deviation during the implementation and operation of the project as compared to our pre-bid estimates or
wrong report submitted by our research team on the basis of their inspection could have a material adverse effect
on our cash flows, results of operations and financial condition.

22. Our business is subject to seasonal fluctuations that could result in delays or disruptions to our operations
during the critical periods of our projects and cause severe damages to our premises and equipment’s.

Our business operations may be affected by seasonal factors which may restrict our ability to carry on activities
related to our construction projects, laying of water pipes and fully utilize our resources.

The following factors may restrict our ability:

➢ Heavy or sustained rainfalls

➢ Flood
➢ Cyclones or
➢ Other extreme weather conditions

The above could result in delays or disruptions to our operations during the critical periods of our projects and
cause severe damages to our premises and equipment’s.

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 In particular, the monsoon season may restrict our ability to carry on activities related to our projects and fully
utilize our resources and may slow our activities on construction projects, which shifts our revenue and
accordingly profit recognition to subsequent quarters. Adverse seasonal developments may also require the
evacuation of personnel, suspension or curtailment of operations, resulting in damage to construction sites or
delays in the delivery of materials. Such fluctuations may adversely affect our revenues, cash flows, results of
operations and financial conditions. We have not experienced any delay of projects or any penalty imposed by the
government in past. Further, no assurance can be given that we will not experience such incidents in future.

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

We require several statutory and regulatory permits, licenses and approvals to operate our business. Many of these
approvals are granted for fixed periods of time and need renewal from time to time. Non-renewal of the said
permits and licenses would adversely affect our operations, thereby having a material adverse effect on our
business, results of operations and financial condition. There can be no assurance that the relevant authorities will
issue any of such permits or approvals in the time-frame anticipated by us or at all.

Following are the registrations for the business of the Company:

Sr.
Registration Department
No.
1. Certificate of Enlistment – “Class 1 Super” Central Public Works Department
2. Certificate of Enlistment – “Class A” UP Jal Nigam for “Water Supply Works (Pipe Laying)
3. Certificate of Enlistment – “Class A” UP Jal Nigam for “Water Supply Works (Reservoirs)
Uttarakhand Pey Jal Nigam for “Turnkey Project
4. Certificate of Enlistment – “Class A”
Sewerage”
5. Registration for electrical works – GD-666 Electrical Safety Department
6. Enlistment in central command Central Command – HQ

Further, some of our permits, licenses and approvals are subject to several conditions and we cannot provide any
assurance that we will be able to continuously meet such conditions or be able to prove compliance with such
conditions to the statutory authorities, which may lead to the cancellation, revocation or suspension of relevant
permits, licenses or approvals. Any failure by us to apply in time, to renew, maintain or obtain the required permits,
licenses or approvals, or revoke the cancellation or suspension of any of the permits, licenses or approvals may
result in the interruption of our operations and may have a material adverse effect on the business.

Currently there are no approvals/licenses are pending which we have applied.

For further details, please see chapters titled “Key Industry Regulations and Policies” and “Government and Other
Key Approvals” at pages 265 and 452 respectively.

24. Bidding for a tender involves various management activities such as detailed project study, cost estimations.
Inability to accurately measure the cost may lead to bid amount having margin lower than hurdle rate margin
i.e. the expected rate of return.

For every project, Notice for Invitation of Tender is issued which requests interested infrastructure companies/
contractors/ participants to bid. To evaluate a project tender, we undertake various management discussions,
project feasibility study, site study, cost estimations, material and equipment suppliers among others which aids

50 | P a g e
 us to calculate the estimated cost of the project on which we add-on our margin, which varies from project to
project, the result of which is the tender amount which we bid for any particular project.

The profit margin (before tax) in these government projects generally falls between 25-30%. Government invites
the bids and allots the work to the lowest bidder. The price at which work is allotted to the bidder is inclusive of
the profit margin as well & the bidder also quotes its price after doing complete analysis of its cost & profit.
Further generally our company follows the practice to participate in good margins project, which falls between
25-30%.

Accordingly, all of the bid amounts are based on estimation of the project cost, the fluctuation of which, either
marginally or substantially, may impact our margins adversely. Further, we may incorrectly or inadequately
estimate the project cost leading to lower bid amount affecting our profitability, in case the project is awarded to
us. Excess estimation of costs may lead to higher bid amount by us owing to which, we may not be awarded a
contract which may substantially impact our results of operations and financials. Further, as most of the projects
are spread over a longer period of time, cost escalations in our industry is a frequent issue, although most of the
agreements includes clauses relating to cost escalations, any fluctuations in costs or material availability or any
other unanticipated costs will substantially impact the business operations, cash flows and financial conditions.

25. Our actual cost in executing WWTPs (Water and Waste Treatment Plants) and WSSPs (Water Supply Scheme
Projects) may vary substantially from the assumptions underlying our bid or estimates. We may be unable to
recover all or some of the additional costs and expenses, which may have a material adverse effect on our
results of operations, cash flows and financial condition.

Under the terms and conditions of agreements for WWTPs and WSSPs with government authorities/bodies, we
generally receive an agreed sum of money, subject to contract variations covering changes in the client’s project
requirements. Our actual expenditure in executing such projects may vary substantially from the assumptions
underlying our bid and estimates for various reasons, including, unanticipated increases in the cost of construction
materials, fuel, labour or other inputs, unforeseen construction conditions, including the inability of the
government authorities/bodies to acquire land and other approvals resulting in delays and increased costs, delays
caused by local weather conditions and suppliers’ failures to perform.

Our ability to pass on increases in the purchase price or cost of materials, labour and other inputs may be limited
in the case of contracts with limited or no price escalation provisions, and we cannot assure you that these
variations in cost will not lead to financial losses to us. Further, other risks generally inherent to our industry may
result in our profits from a project being less than as originally estimated or may result in us experiencing losses
due to cost and time overruns, which could have a material adverse effect on our cash flows, business, financial
condition and results of operations.

26. Our on-going projects are exposed to various implementation risks & uncertainties and may be delayed,
modified or cancelled for reasons beyond our control which may materially and adversely affect our business,
prospects, reputation, profitability, financial condition and results of operation.

Our order book sets forth our expected revenues from uncompleted portions of the construction contracts received.
However, project delays, modifications in the scope or cancellations may occur from time to time due to either a
client’s or our default, incidents of force majeure or legal impediments.

For example, in some of our projects, we or our clients are obliged to take certain actions, such as acquiring land,
securing right of way, clearing forests, securing required licenses, authorizations or permits, making advance
payments or opening of letters of credit or moving existing utilities, which may be delayed due to our client’s
non-performance, our own breaches or force majeure factors. We may incur significant additional costs due to
project delays and our counterparties may seek liquidated damages due to our failure to complete the required
milestones or even terminate the contract totally or refuse to grant us any extension. The schedule of completion

51 | P a g e
 may need to be reset and we may not be able to recognize revenue if the required percentage of completion is not
achieved in the specified timeframe. We may not have the full protection in our contracts / subcontracts against
such delays or associated liabilities and/or additional costs. Further, we have escalation clauses in some of our
contracts, which, may be interpreted restrictively by our counterparties, who may dispute our claims for additional
costs. As a result, our future earnings may be different from the amount in the order book.

We may be further subject to risks such as:

▪ unforeseen technical problems, disputes with works and labour contractor, force majeure events and
unanticipated costs due to defective plans and specifications;
▪ not being able to obtain adequate capital or other financing at affordable costs or obtain any financing at all
to complete construction and installation of any of our projects;
▪ not being able to provide the required guarantees under project agreements or enter into financing
arrangements;
▪ experiencing shortages of, and price increases in, materials and skilled and unskilled labour, and inflation in
key supply markets;
▪ geological, construction, excavation, regulatory and equipment problems with respect to operating projects
and projects under construction;
▪ the relevant authorities may not be able to fulfil their obligation prior to construction of a project, in
accordance with the relevant contracts resulting in unanticipated delays;
▪ spread of infectious diseases at our project sites, resulting in temporary shutdown of operations at such sites
until such sites are successfully decontaminated and the relevant persons are quarantined;
▪ delays in completion and commercial operation could increase the financing costs associated with the
construction and installation and cause our forecast budget to be exceeded;
▪ risk of equipment failure that may cause injury and loss of life, and severe damage to and destruction of
property and equipment; and
▪ other unanticipated circumstances or cost increases.

There have been certain instances of delay from the government authorities/bodies to provide the land to
commence the construction and installation of the WWTPs and WSSPs. If any or all of these risks materialise, we
may suffer significant cost overruns or even losses in these projects due to unanticipated increase in costs as a
result of which our business, profits and results of operations will be materially and adversely affected.

There are no projects having significant additional costs due to project delays and have not experienced any
liquidated damages due to failure to complete the required milestone or even terminate the contracts totally or
refuse to grant any extension. Further, no assurance can be given that we will not experience such incidents in
future.

27. Projects undertaken through a joint venture may be delayed on account of the performance of the joint venture
partner, resulting in delayed payments.

We usually enter into joint ventures to take on projects. In those instances, the completion of the contract for our
client depends in part on the performance of our joint venture partners. If the joint venture partner fails to complete
its work on time, it could result in delayed payments or in breach of our contract. In such cases, we may be required
to pay penalties and liquidated damages, or the client may invoke our performance bond. Further, the liability of
joint venture partners is joint and several. Therefore, we would be liable for the completion of the entire project
if a joint venture partner were to default on its duty to perform. Failure to effectively protect ourselves against
risks for any of these reasons could expose us to substantial costs and potentially lead to material losses, which
could adversely affect our business, results of operations and financial condition.

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 Currently, we are executing 3 (three) projects with the joint venture partners, kindly refer “Our Order Book” on
page no. 225. Further, we have not experienced any delayed projects on account of the performance of the joint
venture partner, resulting in delayed payments.

28. We are required to furnish bank guarantees as part of our business. Our inability to arrange such guarantees
or the invocation of such guarantees may adversely affect our cash flows and financial condition.

As part of our business and as is customary, we are required to provide financial and performance bank
guarantees in favour of our project clients under the respective contracts for our projects. For our projects, we
typically issue bank guarantees to the relevant authority with whom the contractual arrangement has been
entered into. We may not be able to continue obtaining new financial and performance bank guarantees in
sufficient quantities to match our business requirements. If we are unable to provide sufficient collateral to
secure the financial bank guarantees, performance bank guarantees or letters of credit, our ability to enter into
new contracts or obtain adequate supplies could be limited and could have a material adverse effect on our
business, results of operations and financial condition.

Further, the process of obtaining contracts, financial and performance bank guarantees, tends to increase our
working capital requirements. As of March 31, 2023, March 31, 2022 and March 31, 2021, we had issued bank
guarantees amounting to Rs. 25,173.63 lakhs, Rs. 18,765.89 lakhs and Rs. 13,917.58 lakhs, respectively,
towards securing our financial / performance obligations under our ongoing projects. We may be unable to
fulfil any or all of our obligations under the contracts entered into by us in relation to our ongoing projects due
to unforeseen circumstances which may result in a default under our contracts resulting in invocation of the
bank guarantees issued by us. If any or all the bank guarantees are invoked, it may result in a material adverse
effect on our business and financial condition.

29. Our profitability and results of operations may be adversely affected in the event of any disruption in the supply
of materials or increase in the price of materials, fuel costs, labour or other inputs.

The timely and cost effective execution of our projects is dependent on the adequate and timely supply of key
materials, such as Di-Pies, HDP Pipes, Crushed Sand, Dense Bituminous, Pipes, Emulsions Cement, Iron and
Steel, etc. Our central procurement team handles the procurement of major raw materials and engineering
requirements. Our procurement is centrally handled from our office at Corporate Office, Ghaziabad and we have
procurement managers who understand and oversee the local material requirement and report the same to the
central office, thereby ensuring a personalized understanding of material requirement on a project to project basis.

We procure these materials from local vendors available at different project sites.

We have not entered into any long-term supply contracts with suppliers for major materials like steel, iron, cement,
electrical and mechanical items, machineries and pumps etc., but we do undertake bulk buying of these materials
as it maintains vendor relationship and ensures timely availability and delivery of these raw materials.

The Cost of revenue of operations contribution is approximately Rs. 40,941.82 Lakhs, Rs. 24,447.41 Lakhs & Rs.
20,821.59 Lakhs which is 76.08%, 67.93% & 62.96% respectively of our revenue from operations for the fiscals
2023, 2022 and 2021 respectively on a restated basis.

We cannot assure you that we will be able to procure adequate supplies of materials in the future, as and when we
need them on commercially acceptable terms. Additionally, we typically use third-party transportation providers
for the supply of most of our materials. Transportation strikes could have an adverse effect on our receipt of
supplies. If we are unable to procure the requisite quantities of materials in time and at commercially acceptable
prices, the performance of our business and results of operations may be adversely affected.

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30. Trade Receivables and Inventories form a substantial part of our current assets and net worth. Failure to
manage the same could have an adverse effect on our net sales, profitability, cash flow and liquidity.

Our business is working capital intensive and hence, Trade Receivables and Inventories form substantial part of
our current assets and net worth. For the fiscal year 2023, 2022 and 2021, the trade receivable and inventories on
an aggregate basis constitutes Rs. 22,830.08 Lakhs, Rs. 21,195.12 Lakhs and Rs. 12,871.52 Lakhs, which is
46.70%, 51.10% & 42.93% respectively of total current assets respectively.

The results of operations of our business and our overall financial condition are hence dependent on our ability to
effectively manage our inventory and trade receivables. We generally procure materials on the basis of
management estimates based on past requirements and future estimates. To effectively manage our supplies
inventory, we must be able to accurately estimate customer demand, project requirements, project timelines &
supply requirements and purchase new inventory accordingly. However, if our management misjudges expected
project timelines and customer demand, it could cause either a shortage of construction materials or an
accumulation of excess inventory. Further, if we fail to finish any project within the given timelines, we may be
required to carry work-in-progress inventory on our books and pay for fresh supplies on other projects without
receiving payment for earlier projects, requiring to create additional vendor financing, all of which could have an
adverse impact on our income and cash flows.

To effectively manage our trade receivables, we must be able to accurately evaluate the credit worthiness of our
customers, contractors / employers and ensure that suitable terms and conditions are given to them in order to
ensure our continued relationship with them. However, if our management fails to accurately evaluate the credit
worthiness of our customers, it may lead to bad debts, delays in recoveries and / or write-offs which could lead to
a liquidity crunch, thereby adversely affecting our business and results of operations. A liquidity crunch may also
result in increased working capital borrowings and, consequently, higher finance cost which will adversely impact
our profitability.

31. We have issued the following shares in the last one year prior to the date of this Red Herring Prospectus,
which has been issued at a price lower than the Issue Price.

The following shares of the Company have been issued in the last one year:

Date of No. of Equity Face Value Issue Price Nature of Nature of

Allotment Shares Allotted (In Rs.) (In Rs.) Allotment Consideration
Other than
March 23, 2023 3,52,50,000 10.00 - Bonus Shares
Cash

The price at which Equity Shares have been issued by our Company in the immediately preceding one year is not
indicative of the Issue Price at which the Equity Shares shall be issued and traded (subsequent to listing). For
further information, please see section “Capital Structure” beginning on page 108.

32. Our operations may be adversely affected in case of industrial accidents at our construction sites.

Usage of heavy machineries, laying of water pipes, Safety belt with rope, Air-blowers, presence of Toxic gases,
handling of sharp parts of machinery by labour during construction activities or otherwise etc. may result in
accidents, which could cause indirect injury to our labourers, employees or other persons on the site and may
prove fatal which could also damage our properties thereby affecting our operations. While our Company has
obtained Contractor's All Risks Insurance Policy, Employees Compensation Insurance Policy, Standard Fire and
Special Perils Insurance, Erection All Risk Insurance and there can be no assurance that any claim under the
insurance policies maintained by us will be honoured fully, in part or in time, or that we have taken out sufficient
insurance to cover all material losses which could adversely hamper our cash flows and profitability.

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 Kindly refer the heading “Insurance” under the chapter titled “Our Business” on page no. 262.

33. We cannot assure you that the construction of our projects will be free from any and all defects.

We cannot assure you that we will always finish the construction or development of our projects in accordance
with the requisite specifications or that the construction of our projects will be free from any and all defects. If the
work is unsatisfactory, the work has to be redone as per the instructions of site in charge without any extra cost.
In the event of discovery of defects/faults in our work, or due to damages to our construction due to factors beyond
our control, or any of the other reasons, we may incur significant contractual liabilities and losses under our
projects contracts and such losses may materially and adversely affect our financial performance and results of
operations.

Further, it may result in cancellation of projects by clients and/ or refund of any advance deposited with us by any
customer, dissatisfaction among our customers, resulting in negative publicity, consumer litigation and lack of
confidence among clients and all these factors could adversely affect our business, financial condition and results
of operations.

34. We own traditional equipment, resulting in increased fixed costs to our Company. In the event we are not able
to generate adequate cash flows it may have a material adverse impact on our operations.

We own traditional construction equipments, resulting in increased fixed costs of our Company. In the event, we
are unable to generate or maintain adequate revenue by successfully bidding for projects or obtain subcontracts
or recover payments from our clients in a timely manner or at all, it could have a material adverse effect on our
financial conditions and operations. If our Company does not receive future contract awards or if these awards are
delayed, the company could incur significant costs. In case, we do not get the desired number of contracts, our
fleet of machines will be under-utilized and we may not be able to keep them in good working condition or we
may not be able to manage the up-keep expenses of these equipment’s.

The Company has incurred following maintenance cost in last 3 financial years:
(In Lakhs)
As at March As at March As at March
Particulars
31, 2023 31, 2022 31, 2021
Repairs & Maintenance Expense related to Plat &
51.98 45.15 35.57
Machinery
Revenue from Operations 53,816.17 35,985.08 33,070.39
% of total revenue 0.10% 0.13% 0.11%

Further, our fixed cost for traditional construction equipment’s are Repair & Maintenance expense, Power & Fuel,
Consumptions of spares & Stores which constitutes Rs. 401.36 Lakhs, Rs. 354.13 Lakhs and Rs. 217.74 Lakhs,
which is 0.75%, 0.98% & 0.66% respectively of our revenue from operations for the fiscals 2023, 2022 and 2021
respectively on a restated basis.

We do not have modern equipments for our operations, we own only traditional equipments. Due to traditional
equipment’s, the operations of the Company may lead to delay in projects, less efficiency of work, labour intensive
and extra cost. These factors will play the significant role in our future earnings & cashflows.

If our Company does not receive future contract awards or if these awards are delayed due to the traditional
equipments, unsuccessfully bidding for projects or recover payments from our clients in a timely manner or at all,
it could have a material adverse effect on our financial conditions and operations. Due to the traditional
equipments, there are no projects having significant additional costs due to project delays and have not
experienced any liquidated damages due to failure to complete the required milestone or even terminate the

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 contracts totally or refuse to grant any extension. Further, no assurance can be given that we will not experience
such incidents in future.

35. We rely on effective and efficient project management. Any adverse change in our project management
procedures could affect our ability to complete projects on a timely basis or at all, which may cause us to incur
liquidated damages for time overruns pursuant to our contracts.

Our project-based businesses depend on the proper and timely management of our projects. Although we focus
on project management in a number of ways, including by appointing project managers at our sites and by
obtaining progress reports periodically, ineffective or inefficient project management could increase our costs and
expenses and thus, materially and adversely affect our profitability.

We typically enter into contracts which provide for liquidated damages for time overruns. Additionally, in some
contracts, in case of delay, our clients may have the right to appoint a third party to complete the work and to
deduct additional costs or charges incurred for completion of the work from the contract price payable to us. In
case we are unable to meet the performance criteria as prescribed by the clients and if penalties or liquidated
damages are levied, our financial condition and results of operations could be materially and adversely affected.
We hereby confirm that the Company have not experienced any instances in which clients of the issuer company
appointed a third party to complete the work and deducted additional costs or charges incurred for completion of
the work from the contract price payable to the issuer company in the last three years.

36. If we fail to undertake Operation & Maintenance (O&M) works or if there is any deficiency of service regarding
these works in the projects installed by us pursuant to and as per the relevant contractual requirements, we
may be subject to penalties or even termination of our contracts, which may have a material adverse effect on
our reputation, business, financial condition, results of operations and cash flows.

Contracts awarded by the Government Authorities/Bodies nowadays include operation and maintenance (O&M)
of the installed project for certain number of years. As on July 31, 2023, our O&M Order Book presently has 05
projects of an aggregate value of Rs. 9,928.00 lakhs. For further details of our O&M Order Book, please see “Our
Business – Our Order Book” on page 225. O&M is therefore a significant part of our business and operations.

We are required to maintain certain standards as mentioned in the contracts executed by us for the project with
the Government Authorities/Bodies. The government authority may periodically carry out tests through one or
more consulting firms to assess the quality of water treated by the STPs/CETPS and their maintenance. If we fail
to maintain them to the standards set forth in the concession agreement, the government authority may impose
penalties, withhold annuity payments and demand remedies within cure periods. If we fail to cure our defaults
within such time as may be prescribed under the concession agreement, our concession agreements may be
terminated.

In past, we have completed 4 O&M projects, kindly refer page no. 257-258 for further information regarding the
more details.

Further, such contracts typically specify certain operation and maintenance standards and specifications to be met
by us while undertaking our operation and maintenance activities and develop a maintenance manual. These
specifications and standards require us to incur operation and maintenance costs on a regular basis.

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37. Some of our Promoters Group and Group Companies have objects which would allow them to engage in the
line of business similar to our Company. There are no non – compete agreements between our Company and
such Promoters Group and Group Companies. We cannot assure that our Promoters will not favor the interests
of such Companies over our interest or that the said entities will not expand which may increase our
competition, which may adversely affect business operations and financial condition of our Company.

Some of our promoters group entities and group companies have objects which would allow them to engage in
the line of business similar to ours. Further, we have not entered into any non-compete agreement with the any of
these entities.

Except EMS Infrastructure Private Limited, Mirzapur Gazipur STPS Private Limited, EMS TCP JV Private
Limited, EMS Singh JV and EMS Himal Hydro JV, which is also engaged in the similar line of business as our
Company. The main objects of these companies allow them to engage in competing line of businesses. We cannot
assure that our Promoters who has common interest in said entities will not favour the interest of the said entities.
As a result, conflicts of interests may arise in allocating business opportunities amongst our Company and our
promoters group entities in circumstances where our respective interests conflict. In cases of conflict, our
Promoters may favour their companies in which our Promoters has interest. There can be no assurance that our
Promoters or our Group Companies or members of the Promoters Group will not compete with our existing
business or any future business that we may undertake or that their interests will not conflict with ours. Any such
present and future conflicts could have a material adverse effect on our reputation, business, results of operations
and financial condition which may adversely affect our profitability and results of operations. For further details,
please refer to “Common Pursuits” in the chapter titled “Our Group Entities” beginning on page no. 316.

38. Water treatment or reuse and zero liquid discharge technology is subject to rapid change. These changes may
affect the demand for our services. If we are unable to keep abreast of the technological changes and new
introductions our business, results of operations and financial condition may be adversely affected.

Water reuse and zero liquid discharge technology is subject to rapid change. These changes may affect the demand
for our services and construction activities. Our future performance will depend on the successful installation of
WWTPs and WSSPs with updated new, improved and enhanced technology catering to customer requirements
and changing market trends. If our clients require a new technology or a technology which we are not able or
capable to provide, we may be disqualified from bidding from such projects and if our clients continue to prefer
a technology which we are unable to provide, our business, results of operations and financial condition would be
adversely affected.

There is possibility that we may miss a market opportunity if we fail to invest, or invest too late, or would be
unable to upgrade ourselves or enter into an arrangement with a technology partner. Changes in market demand
may also cause us to discontinue existing or planned projects, which can have an adverse effect on our
relationships with clients. If we fail to service or construct WWTPs or WSSPs in line with the changing
preferences and market trends in our business, results of operations and financial condition could be adversely
affected.

39. We enter into various contract agreements with our customers for our construction projects. Such agreements
contain conditions and requirements, the non-fulfilment of which could result in delays or inability to
implement and complete our projects as contemplated.

Our mostly projects are as a direct contractor from private players and government authorities. The agreement
confers the rights on us to construct and develop the said project either for a fixed fee. Such project involves
following the drawing plans, architecture designs, timelines, material quality, end finishing of the structure, etc.
to be followed strictly as provided by our customer. Though we are generally empowered to make practical
operating decisions for development of the project, we may be required to make certain decisions in consultation
with the government agencies involved and / or regulatory authorities. These arrangements may limit our

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 flexibility to make certain decisions in relation to the projects. In the event of any delay in the completion of the
project within the envisaged time frame, we may be required to indemnify and compensate the employers or
contractors with whom we have entered into an agreement with. Any disputes that may arise between us and the
parties involved in the agreement may cause delay in completion, suspension or complete abandonment of the
projects we undertake. This may have a material adverse effect on our business operations, financial condition
and reputation.

40. Our government contracts usually contain terms that favour government clients. Our ability to negotiate the
standard form of Government contracts is limited and we may be required to accept unusual or onerous
provisions in such contracts, which may affect the efficient execution and profitability of our projects.

The counterparties to a number of our construction contracts are government entities and these contracts are
usually based on standard terms and conditions set out by the government entities. We thus have had only a limited
ability to negotiate the terms of these contracts, which tend to favour our government clients and we may be
required to accept unusual or onerous provisions in such contracts in order to be engaged to execute such projects.
For example, the terms laying out our obligations as well as operation and maintenance specification for our
projects are determined by the Government entities and we are not permitted to amend such terms or
specifications. Additionally, our projects provide the Government authority with a right to terminate the contract
unilaterally without assigning any reason. These onerous conditions in the Government contracts may affect the
efficient execution of these projects and may have adverse effects on our profitability.

41. This Red Herring Prospectus contains information from an industry report which was prepared by CARE
Advisory Research and Training Limited (CareEdge Research), which is paid and commissioned by the
Company, pursuant to an engagement with our Company.

This Red Herring Prospectus includes information that is derived from the industry report dated August 07, 2023,
titled “Infrastructure sector in India (Roads, Construction, Water and Power Sector)” (“CARE Report”) prepared
by CareEdge, an independent consultant, which is paid and commissioned by the Company, pursuant to an
engagement with our Company. The Report was prepared by CareEdge for the purpose of confirming our
understanding of the business of the Company. Neither we, nor any of the BRLM, nor any other person connected
with the Issue has verified the information in the CareEdge Report. The CareEdge Report highlights certain
industry and market data. Such data is subject to many assumptions. There are no standard data gathering
methodologies in the industries in which we conduct our business, and methodologies and assumptions may vary
widely among different industry sources. Further, such assumptions may change based on various factors. We
cannot assure you that CARE’s assumptions are correct or will not change and accordingly our position in the
market may differ from that presented in this Prospectus. Prospective investors are advised not to unduly rely on
the CARE Report when making their investment decisions.

The Industry Report disclosed in this Red Herring Prospectus as it is prepared by CareEdge Report and not parts,
data, information has been left out or changed in any manner.

42. We rely on joint venture partners for selective government projects bids and execution of awarded projects.
The failure of a joint venture partner to perform its obligations could impose additional financial and
performance obligations resulting in reduced profits or, in some cases, significant losses from the joint venture
and may have an adverse effect on our business, results of operations and financial condition.

We have entered into the following joint ventures as part of our business and operations:

Sr. No. Name of Joint Ventures Company’s Share in the JV

1 EMS-TECP JV Private Limited 73.99%
2 EMS Himal Hydro JV 51.00%
3 Mirzapur Ghazipur STPS Private Limited 60.00%

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 4 EMS Singh JV 1.00%

For further details regarding joint ventures, see “Our Joint Ventures” on page 303.

The success of these joint ventures depends significantly on the satisfactory performance by our joint venture
partner and fulfilment of its obligations. If our joint venture partners fail to perform these obligations satisfactorily,
the joint venture may be unable to perform adequately or deliver its contracted services. In such cases we may be
required to make additional investments and/ or provide additional services to ensure the adequate performance
and delivery of the contracted services as we are subject to joint and several liabilities as a member of the joint
venture. For further details on our Projects of joint ventures of our Company, see “Our Business – Our Order
Book” on page 225.

Such additional obligations could result in reduced profits or, in some cases, significant losses for us. The inability
of a joint venture partner to continue with a project due to financial or legal difficulties could mean that we would
bear increased and possibly sole responsibility for the completion of the project and bear a correspondingly greater
share of the financial risk of the project. Any disputes that may arise between us and our joint venture partners
may cause delays in completion or the suspension or abandonment of the project. In the event that a claim,
arbitration award or judgement is awarded against the consortium, we may be responsible for the entire claim.
While there have experienced no such instances in the past, we cannot assure that our relationships with our joint
venture partners in the future will be amicable or that we will have any control over their actions. Further, we may
not be successful in finding the required joint venture partners for our bids due to which we may not be able to
bid for a selected project.

Moreover, our joint ventures and Subsidiaries are not wholly controlled and managed by us. There are specific
risks applicable to the failure to control activities of joint venture partners and these risks, in turn, add potential
risks to us. Such risks include greater risk of joint venture partners failing to meet their obligations under related
joint ventures or other agreements, conflicts with joint venture partners, the possibility of a joint venture partner
taking valuable knowledge from us and the inability of a joint venture entity to access funds, which could lead to
resource demands on us in order to maintain or advance our strategy. The realization of any of these risks and
other factors may have an adverse effect on our business, results of operations and financial condition. The
Company have not experienced any instances in which the joint ventures has failed to perform obligations
satisfactorily and the additional cost experienced by the issuer company.

43. Our business is largely concentrated in four states (“States”) and is affected by various factors associated with
these states.

Our project portfolio has historically been concentrated in projects in Rajasthan, Uttar Pradesh, Bihar and
Uttarakhand. Though we have undertaken projects in other parts of India, including Himachal Pradesh and
Mumbai. This concentration of our business in Uttar Pradesh subjects us to various risks, including but not limited
to:

▪ regional slowdown in construction activities or reduction of infrastructure projects in states;

▪ vulnerability to change of policies, laws and regulations or the political and economic environment of
States;
▪ constraint on our ability to diversify across states;
▪ perception by our potential clients that we are a regional construction company, which hampers us from
competing for large and complex projects at the national level; and
▪ Limitation on our ability to cluster projects in the states where we intend to conduct business.

While we strive to diversify across states and reduce our concentration risk, there is no guarantee that the above
factors associated with the states will not continue to have a significant impact on our business. If we are not able
to mitigate this concentration risk, we may not be able to develop our business as we planned and our business,
financial condition and results of operations could be materially and adversely affected.

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 As on the date of the Red Herring Prospectus, Company has executed 67 projects out of which 23 projects were
executed in Uttar Pradesh & currently the Company are executing 18 projects out of which 17 projects & 5 O &
M projects executing in these states.

For further information, kindly refer the “List of Key Executed Works” on page no. 241 and “Our Order Book” on
page no. 225 of the Red Herring Prospectus.

Following are the state wise revenue breakup for the financial year 2022-23:
(Rs. In Lakhs)
% of total revenue
Name of the State March 31, 2023
from operations
Uttar Pradesh 26,385.76 49.03%
Rajasthan 12,436.98 23.11%
Bihar 9,406.26 17.48%
Uttarakhand 5,382.88 10.00%
Madhya Pradesh 160.13 0.30%
Others 44.16 0.08%
Total 53,816.17 100.00%

For further information in respect of state wise revenue break for the last 5 financial years, kindly refer the
“Expansion of our footprint” on page no. 220.

44. Our failure to accurately forecast and manage inventory could result in an unexpected shortfall and/ or surplus
of raw materials, equipment and manpower, which could affect our business and financial condition.

We monitor our inventory levels based on our own projections of future demand. Because of the length of time
necessary to develop a particular project, we make decisions well in advance. As of March 31, 2023, 2022 and
2021, our total inventories amounted to Rs. 10,475.91 lakhs, Rs. 5,412.85 lakhs and Rs. 3,542.93, respectively.
An underestimated forecast of the raw materials, equipment and manpower for our projects can result in the higher
costs or supply deficits of these essentials.

Conversely, an overestimated forecast can also result in an over-supply of these essentials, which may increase
costs, negatively impact cash flow, reduce the quality of raw material inventory, erode margins substantially and
ultimately create write-offs of inventory or holding of surplus stock which may result in additional storage cost.
Any of the aforesaid circumstances could have a material adverse effect on our business, results of operations and
financial condition.

45. Our Company has availed Rs. 39.56 lakhs as unsecured loan which are repayable on demand. Any demand
from the lenders for repayment of such unsecured loan may affect our cash flow and financial condition.

As per the Restated Consolidated Financial Information as on March 31, 2023, our Company has availed a sum
of Rs. 39.56 lakhs as unsecured loans which are repayable on demand. Sudden recall may disrupt our operations
and also may force us to opt for funding at higher interest rates, resulting in higher financial burden. Further, we
will not be able to raise funds at short notice and thus resulting in shortage of working capital fund. For further
details, please refer to the section “Financial Indebtedness” beginning on page no. 402. Any demand for the
repayment of such unsecured loans, may adversely affect our cash flow and financial condition.

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46. Our Promoters and members of Promoters Group have mortgaged their personal properties and provided
personal guarantees for our borrowings to secure our loans. Our business, financial condition, results of
operations, cash flows and prospects may be adversely affected by the revocation of all or any of the personal
guarantees provided by our Promoters and members of Promoters Group in connection with our Company’s
borrowings.

Our Promoters and Managing Director, and our Promoters Group have mortgaged their personal properties and
provided personal guarantees for our borrowings to secure our loans as disclosed below:

Sr. No. Bank Name Guarantee

Kotak Mahindra Bank Limited Personal Guarantee given by Mr. Ramveer Singh and Mr.
1
Ashish Tomar
Punjab National Bank Limited Personal Guarantee given by Mr. Ramveer Singh –

Residential Property no. 174, Block A, Sector-72, Noida,

Uttar Pradesh, India, owned by Mr. Ramveer Singh.
2
Commercial Property No. C-88, Raj Nagar district Centre,
Ghaziabad, co-owned by Mr. Ramveer Singh.

Axis Bank Limited Personal Guarantee given by Mr. Ramveer Singh and Mr.
3
Ashish Tomar
Bank of India Limited Personal Guarantee given by Mr. Ramveer Singh and Mr.
4
Ashish Tomar
ICICI Bank Limited Personal Guarantee given by Mr. Ramveer Singh and Mr.
5
Ashish Tomar
HDFC Bank Limited Personal Guarantee given by Mr. Ramveer Singh and Mr.
6
Ashish Tomar

If any of these guarantees are revoked, our lenders may require alternative guarantees or collateral or cancellation
of such facilities, entailing repayment of amounts outstanding under such facilities. If we are unable to procure
alternative guarantees satisfactory to our lenders, we may need to seek alternative sources of capital, which may
not be available to us at commercially reasonable terms or at all, or to agree to more onerous terms under our
financing agreements, which may limit our operational flexibility. Accordingly, our business, financial condition,
results of operations, cash flows and prospects may be adversely affected by the revocation of all or any of the
personal guarantees provided by our Promoters and Promoters Group in connection with our Company’s
borrowings.

47. In addition to normal remuneration, other benefits and reimbursement of expenses of some of 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.

Some of our Directors (including our Promoters) and Key Management Personnel are interested in our Company
to the extent of their shareholding, loan, commission & 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 including our promoters 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

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 or acquisitions. We cannot assure you that our Directors will always act to resolve any conflicts of interest in our
favor, thereby adversely affecting our business and results of operations and prospects.

48. Some of our borrowings carry restrictive covenants or conditions and could affect our ability to manage our
business operations.

Our borrowings from banks have certain conditions which could affect our operational flexibilities such as:

▪ The company would have to obtain prior permission of bank for availing credit facilities or operating
current account with another bank.
▪ The company would have to take prior permission for making any adverse changes in its capital structure.
▪ Implement any scheme of amalgamation, merger or such restructuring.
▪ Implement any scheme of expansion or diversification or capital expenditure except normal activities
indicated in fund flow statements submitted to bank.
▪ Undertake guarantee obligations on behalf of any other company/firm or person. Declare dividend for any
year except out of profit relating to that year after meeting all the financial commitments to the bank and
making all due and necessary provisions.
▪ Make any drastic changes in its management set ups.

Further, we have received NoC from following Bankers to the Company;

Name of the Bank/Lender Date of NoC

Axis Bank Limited January 19, 2023
Punjab National Bank Limited March 21, 2023
Kotak Mahindra Bank Limited January 20, 2023
ICICI Bank Limited February 01, 2023
HDFC Bank Limited January 19, 2023
Bank of India Limited January 13, 2023
Induslnd Bank Limited January 24, 2023

Our inability to meet these conditions or ensure that compliance of these conditions do not hamper the operational
flexibility needed from time to time could materially adversely affect our results of operations and financial
conditions.

49. Any variation in the utilisation of the Net Proceeds of the Fresh Issue as disclosed in this Red Herring
Prospectus shall be subject to certain compliance requirements, including prior Shareholders’ approval.

We propose to utilize the Net Proceeds to meet additional working capital requirements. For further details of the
proposed objects of the Issue, please refer “Objects of the Issue” on page no. 119. In accordance with Section 27
of the Companies Act, 2013, we cannot undertake any variation in the utilization of the Net Proceeds from the
Fresh Issue as disclosed in this Red Herring Prospectus without obtaining the shareholders’ approval through a
special resolution. In the event of any such circumstances that requires us to undertake variation in the disclosed
utilisation of the Net Proceeds, we may not be able to obtain the Shareholders’ approval in a timely manner, or at
all. Any delay or inability in obtaining such Shareholders’ approval may adversely affect our business or
operations. Further, our Promoters or controlling shareholders would be required to provide an exit opportunity
to the shareholders who do not agree with our proposal to modify the objects of the Issue as prescribed in the
SEBI (ICDR) Regulations. If our shareholders exercise such exit option, our business and financial condition
could be adversely affected. Therefore, we may not be able to undertake variation of objects of the Issue to use
any unutilized proceeds of the Fresh Issue, if any, even if such variation is in the interest of our Company, which
may restrict our ability to respond to any change in our business or financial condition, and may adversely affect
our business and results of operations. We hereby confirm that there were no such incidents related to destructions,

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 theft or breakdowns of major plant, machinery and equipment etc. and the equipment purchase cost was not
increased of the issuer Company for the last three years due to the above incidents.

50. Obsolescence, destruction, theft, breakdowns of our equipment or failures to repair or maintain the same may
adversely affect our business, cash flows, financial condition and results of operations.

We own number of equipment used in our operations. To maintain our capability to undertake projects, we may
have to purchase machines and equipment built with the latest technologies and knowhow and keep them readily
available for our construction activities through careful and comprehensive repairs and maintenance. We cannot
assure you that we will be immune from the associated operational risks such as the obsolescence of our plants or
equipment, destruction, theft or major equipment breakdowns or failures to repair our major plants or equipment,
which may result in their unavailability, project delays, cost overruns and even defaults under our construction
contracts. The latest technologies used in newer models of construction equipment may improve productivity
significantly and render our older equipment obsolete.

Obsolescence, destruction, theft or breakdowns of our major plants or equipment may significantly increase our
equipment purchase cost and the depreciation of our plants and equipment, as well as change the way our
management estimates the useful life of our plants and equipment. In such cases, we may not be able to acquire
new plants or equipment or repair the damaged plants or equipment in time or at all, particularly where our plants
or equipment are not readily available from the market or requires services from original equipment
manufacturers. Some of our major equipment or parts may be costly to replace or repair. We may experience
significant price increases due to supply shortages, inflation, transportation difficulties or unavailability of bulk
discounts. Such obsolescence, destruction, theft, breakdowns, repair or maintenance failures or price increases
may not be adequately covered by the insurance policies availed by our Company and may have an adverse effect
on our business, cash flows, financial condition and results of operations.

There were no such incidents related to destructions, theft or breakdowns of major plant, machinery and equipment
etc. and the equipment purchase cost was not increased of the issuer Company for the last three years due to the
above incidents.

51. The completion of our projects can be delayed on account of our dependency on our contracted labour force.
Also, our results of operations could be adversely affected by strikes, work stoppages or increased wage
demands by our employees or other disputes with our employees or our contractors’ employees.
Our projects require the services of third parties including architects, engineers, labour contractors and suppliers
of labour and materials. The contractual construction work of our projects is performed by labour provided by third
party labour contractors. The timely and quality construction of our projects depends on availability and skill of
such labourers, as well as contingencies affecting them, including labour shortages. Though in many projects which
we undertake as sub- contractors the supply of contract labour is the responsibility of the primary contractor, our
operations and timelines may be affected by any shortage, delay or incompetence of the contract labour force.
Further, since in many cases, we do not directly hire the contract labour, we may face issues with authority and the
ability to direct such labourers for a particular work, over time or change in any work schedule. Further, even
though, so far there has not been any such material delay in the completion of our projects due to our dependence
on contracted labour force; we may, in the future, not be able to identify appropriately experienced third parties
and cannot assure you that skilled third parties will continue to be available at reasonable rate and in area in which
we undertake our present and future projects. As a resultwe may be required to make additional investments or
provide additional services to ensure adequate performance and delivery of contracted services. Any consequent
delay in project execution could adversely affect our profitability. Further we cannot assure you that the services
rendered by these contractors will be satisfactory or match our requirements for quality.

Additionally none of our employees are affiliated with any labour unions. However, there can be no assurance that
our employees will not form a union, join any existing union or otherwise organize themselves. India has stringent
labour legislations that protect the interests of workers, including legislation that sets forth detailed procedures for

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 the establishment of unions, dispute resolution and employee removal and legislation that imposes certain financial
obligations on employers upon retrenchment. Although, we currently have harmonious relations with our
employees and they are not unionized at present, there can be no assurance that we will continue to have such
relations. If our relations with our employees are strained, it may become difficult for us to maintain our existing
labour policies, and our business may be adversely affected.

52. Some of our agreements may have certain irregularities, affects the admissibility of these documents as
evidence in legal proceedings.

In the process of due diligence, we have not experienced any irregularities such as inadequate stamping, wrong
date and/or non-registration of deeds and agreements and improper execution of deeds, neither any action has
been taken any authorities against the Company in past.

In future there are possibilities that some of our agreements and Memorandum of Understandings (MoU) with
clients etc. could have certain irregularities such as inadequate stamping, wrong date and/or non-registration of
deeds and agreements and improper execution of deeds. Inadequate stamping, mismatch of date of agreement and
stamp and non-registration of documents affects the admissibility of these documents as evidence in legal
proceedings, and we, as parties to that agreement, may not be able to legally enforce the same, except after paying
a penalty for inadequate stamping, non-registration, etc. In the event of any dispute arising out of such unstamped,
wrongly dated or inadequately stamped and/or unregistered agreements, we may not be able to effectively enforce
our rights arising out of such agreements which may have a material and adverse impact on the business of our
Company. Further, no assurance can be given that we will not be penalized in future for the same.

53. If we are not successful in managing our growth, our business may be disrupted and our profitability may be
reduced.

We have experienced a steady growth in recent years and expect our businesses to continue to grow significantly.
Our future growth is subject to risks arising from a rapid increase in order volume, and inability to retain and
recruit skilled staff. Although, we plan to continue to expand our scale of operations through organic growth or
investments in other entities, we may not grow at a rate comparable to our growth rate in the past, either in terms
of income or profit or work quality. Our future growth may place significant demands on our management and
operations and require us to continuously evolve and improve our financial, operational and other internal controls
within our Company. In particular, continued expansion may pose challenges in:

▪ maintaining high levels of project control and management, and client satisfaction;
▪ recruiting, training and retaining sufficient skilled management, technical and bidding personnel;
▪ developing and improving our internal administrative infrastructure, particularly our financial, operational,
communications, internal control and other internal systems;
▪ making accurate assessments of the resources we will require;
▪ adhering to the standards of health, safety and environment and quality and process execution to meet
clients’ expectations;
▪ operating in jurisdictions and business segments where we have limited experience;
▪ preserving a uniform culture, values and work environment;
▪ strengthening internal control and ensuring compliance with legal and contractual obligations;
▪ managing relationships with clients, suppliers, contractors, investors, lenders and service providers; and
▪ Supporting infrastructure such as IT and HR management systems.

If we are not successful in managing our growth, our business may be disrupted and profitability may be reduced.
Our business, prospects, financial condition and results of operations may be adversely affected.

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 In respect of our growth, kindly refer headings “Financial Performance of our Company” on page no. 216, “Our
Strengths” on page no. 217, “Our Strategies” on page no. 220 & “Our Order Book” on page no. 225 under the
chapter titled “Our Business”.

54. The average cost of acquisition of Equity Shares by our Promoters is lower than the floor price.

Our Promoters average cost of acquisition of Equity Shares in our Company could be lower than the Floor Price
of the Price Band as may be decided by the Company in consultation with the Book Running Lead Manager. For
further details regarding average cost of acquisition of Equity Shares by our Promoters in our Company and build-
up of Equity Shares by our Promoters in our Company, please refer chapter titled “Capital Structure” beginning
on page 108.

55. Any adverse revision to our credit rating by rating agencies may adversely affect our ability to raise additional
financing and the interest rates and other commercial terms at which such funding is available.

Currently, our borrowing facilities availed from the bank are rated by ICRA, credit rating agency. The credit
ratings assigned to bank facilities availed by our Company are as follows:

Type of credit rating March 31, 2023 March 31, 2022 March 31, 2021
Date of Rating October 28, 2022 July 05, 2021 February 10, 2020
Bank Facility Rs. 280.00 Crores Rs. 280.00 Crores Rs. 280.00 Crores
Long term rating BBB+ BBB+ BBB
Short term rating A2 A2 A3

Though the ratings have not been downgraded in the past three years, any downgrade in our credit ratings by
rating agencies in future may increase our costs of accessing funds in the capital markets and adversely affect our
ability to raise additional financing and the interest rates and other commercial terms at which such funding is
available. This could have an adverse effect on our business and future financial performance, our ability to obtain
financing for capital expenditures or other purposes.

56. This is the first main line IPO of Book Running Lead Manager.

The Khambatta Securities Limited (“KSL”), Book Running Lead Manager (“BRLM”) to the issue have not handled any
main line IPO in the past. This is the first mainline IPO, although they have handled 6 SME IPOs in past, for more
information, kindly refer page no. 465 of Red Herring Prospectus under the heading “Price Performance of past issues
handled by the BRLM”. KSL have 8 experienced & qualified team members comprises of Qualified Chartered
Accountants, Company Secretaries, MBA Finance etc.

As on the date of this letter, there are no pending litigations involving civil, criminal, economic and no penalty has been
imposed by SEBI, RBI, NSE & BSE on the BRLM.

We have applied to BSE and NSE to use its name as the Stock Exchange in this offer document for listing our
shares on the BSE and NSE through BRLM. In accordance with Indian law and practice, permission for listing
and trading of the Equity Shares issued pursuant to the Issue will not be granted until after the Equity Shares have
been issued and allotted. Approval for listing and trading will require all relevant documents authorizing the
issuing of Equity Shares to be submitted. There could be a delay in listing the Equity Shares on the BSE and NSE
due to any technical errors or any omissions done by the BRLM as this is the first main line IPO for the BRLM.
Any delay in obtaining the approval would restrict your ability to dispose of your Equity Shares. Further, no
assurance can be given that we will be successful list our Company on NSE & BSE.

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57. The following Risks are also associated with our business:

a) Time and cost overrun due to delay in getting clearances

100% of our projects are works related to tenders floated by government or semi government agencies funded
through World Bank. Hence our business is highly dependent on working with government entities or
agencies. There may be delays associated with collection of receivables from government owned or
controlled agencies. Our operations involve significant working capital requirements and delayed collection
of our receivables could materially and adversely affect our liquidity, internal cash flows, cost of funding
and results of operations. In addition, we may be subject to additional regulatory or other scrutiny associated
with commercial transactions with government owned or controlled entities and agencies.

The company is engaged in government contractor business wherein realization of payment from the clients
taken some time as due to government department, verification of bill is done & demand for the payment is
made by the accounts department & then the payment releases so normally the debtors period in this business
falls between 90-120 days, however all the payment are totally secured, there are no bad debts as all the
projects are world bank funded so payment channel is very secure. Further apart from in this business, few
amounts in respect of the testing and security remains hold by the department for 2-3 years, depending on
the tenure of the work allotted because testing is done once the work gets completed, which is also completely
secure, only takes more time to release.

b) Quality related challenges

Quality in our industry is an important factor yet it often gets compromised during the initial stage of the life
cycle of the project.

We have an in-house team for designing, engineering and construction which makes us self-reliant on all
aspects of our business. We have a team of 61 engineers who are supported by third-party consultants and
industry experts to ensure compliance and quality standards laid down by the industry and government
agencies & departments. We also have our own team for civil construction works thereby reducing
dependence on third parties. The scope of our services typically includes design and engineering of the
projects, procurement of raw materials, execution at site with overall project management up to the
commissioning of projects. Post commissioning, operations and maintenance of these plants for a certain
period of time is generally a part of the award in recent times.

We require several statutory and regulatory permits, licenses and approvals to operate our business. Many
of these approvals are granted for fixed periods of time and need renewal from time to time. Non-renewal of
the said permits and licenses would adversely affect our operations, thereby having a material adverse effect
on our business, results of operations and financial condition. There can be no assurance that the relevant
authorities will issue any of such permits or approvals in the time-frame anticipated by us or at all.

For more information about approvals, kindly refer chapter “Government and Other Statutory Approvals”
on page no. 452.

We have not experienced any rejection due to quality failure in past, Further, no assurance can be given that
this will not be happen in future.

c) Natural Disaster and Calamities

The impact of natural disaster and calamities can be huge for our activity. The financial set back faced and
rehabilitation work after any such hazards is itself a great challenge for our industry. Thus, it becomes
imperative to bring in innovations in construction related technologies to cope with natural disasters.

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 Kindly refer Risk Factor related to “Natural or man-made disasters, fires, epidemics, pandemics, acts of
war, terrorist attacks, civil unrest and other events could materially and adversely affect our business” on
page no. 79.

d) Revenue and operational gap in electricity distribution

India has one of the highest AT&C losses in the world. As per the Central Electricity Authority of India,
over 27% of the total power produced is lost due to either dissipation from wires or theft which impacts the
revenue of the discoms. Usually, discoms face a power deficit during the day time and a power surplus during
the night. At times of power deficit, the discoms purchase the additional power required from the open market
and at time of power surplus, the discoms sell the surplus power on the open market.

We have not entered any Power Supply Agreement with any agency, our power requirement is sourced from
the respective state grids. We arrange for a temporary connection during construction of plant.

We have not experienced any delay of project due to failure of power or non-availability of power in past,
Further, no assurance can be given that this will not be happen in future.

e) Environment Preservation

One of the important aspects of a construction project is preservation of the environment. With problems
like soil erosion, air and water pollution, the construction players are obligated to adopt to innovative
measures and increase their investment in reducing the negative impact on environment.

Our business is related to the environment and water treatment only.

Environmental protection policies, legislation and regulation greatly influences government expenditures on
our water reuse and ZLD (“Zero Liquid Discharge”) solutions and are subject to change due to changing
political, social and economic factors. Legislative and regulatory changes in connection with the
environment, water supplies and water treatment and discharge may change the demand for our services and
could have a material adverse impact on our business, financial condition and results of operations.

We have necessary approvals & licenses for the operations of the Company, we have not experienced any
penalty & proceedings from the government & environment agency in past. Further, no assurance can be
given that this will not be happen in future.

f) Regulatory challenges:

Under water supply management, permits and finance are key elements for setting up the project. Different
projects might need different permits along with financial sanctions which follow a regulatory process. The
process can become time consuming due to delayed submissions, incomplete information, revised project
plans. The unexpected changes could lead to extended timelines and delay the project timelines. Also,
receiving funds required for implementation and execution of projects takes time, which leads to project
execution delay.

We have not experienced any regulatory challenges in past. Further, no assurance can be given that this will
not be happen in future.

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g) Financial challenges:

When the draft for a water supply project is presented, an estimated cost of the project is presented to the
authorities as well. The project cost estimates typically get revised as the design gets more specific or the
design gets updated due to additions made in the project. Based on the draft design, the authorities sanction
the budgeted amount which may get revised due to factors like inflation, change in material cost, economic
changes or even inaccurate estimations. These unexpected changes lead to revised project cost which need
approval from the authorities again or in some cases the additional construction cost may have to be borne
by the construction company assigned.

We bid for selective government projects where we see value and long-term growth prospects. While biding
for the potential tenders/opportunities, we usually see the size of the project to enhance our self for bigger
projects in future, tenure of the projects for the regular cash flows, project amount & cost to calculate the
profit margins.

For more information in respect of our margins, kindly refer chapter titled “Managements Discussion and
Analysis of Financials Condition and Results of Operations” on Page no. 406.

We have not experienced any financial challenges in past. Further, no assurance can be given that this will
not be happen in future.

h) Environmental challenges

Climate change is affecting the environment in a major way. It is impacting rainfall patterns, causing floods
and may also lead to long term decline in naturally available sources like groundwater storage. Groundwater
availability is closely linked to food security as it has played a vital role in increasing agricultural production
over the years. Groundwater contributes nearly 62% in irrigation, 85% in rural water supply and 50% in
urban water supply. Even though Groundwater is replenishable but its availability is non-uniform as it is
dependent on rainfall. The over exploited groundwater sources are a major challenge as it is a key water
supply source for agriculture.

We have necessary approvals & licenses for the operations of the Company, we have not experienced any
penalty & proceedings from the government & environment agency in past. Further, no assurance can be
given that this will not be happen in future.

i) Institutional Challenges

The Urban Local Bodies (ULBs) are responsible for domestic waste water management and treatment.
However, there is a lack of planning capacity and project implementation. According to the audit report of
Comptroller and Audit General (CAG 2017), there was a shortage of man power in the municipalities for
waste water collection, treatment and revenue collection which affected delivery of citizen services. It also
exposed deficiencies in planning, financial management, implementation and monitoring of various projects.
Similarly, the CAG performance audit (2016) in the state of Jharkhand found that none of the sampled ULBs
had a sewage network. In the absence of the same, around 175 MLD of untreated waste water is discharged
into open drains polluting nearby water bodies.

The current institutional, legal and policy mechanisms for management and treatment of waste water and
control of water pollution in the country is not sufficient to address the looming crisis.

This challenge is a good opportunity for our business as the government now a days more focusing on water
treatment initiatives in India and we are in the business of Sewerage solution provider, Water Supply System,
Water and Waste Treatment Plants, Electrical Transmission and Distribution, Road and Allied works,

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 operation and maintenance of Wastewater Scheme Projects (WWSPs) and Water Supply Scheme Projects
(WSSPs) for government authorities/bodies. WWSPs include Sewage Treatment Plants (STPs) along with
Sewage Network Schemes and Common Effluent Treatment Plants (CETPs) and WSSPs include Water
Treatment Plants (WTPs) along with pumping stations and laying of pipelines for supply of water
(collectively, “Projects”). The treatment process installed at STPs and CETPs is compliant with Ministry of
Environment, Forest and Climate Change of India norms and the treated water can be used for horticulture,
washing, refrigeration and other process industries.

Currently our Company operating only 5 projects under Atal Mission for Rejuvenation and Urban
Transformation (AMRUT), 1 Project under Namami Gange Programme.

The details regarding the above projects have disclosed under the titled “Our Order Book” on page no. 225
of Red Herring Prospectus. If we are not able to capitalize on the above-mentioned government initiatives
in timely manner, it will affect our business model, profit margins & marketability accordingly.

j) Economic Challenges

The gap between the sewage generation and present treatment capacity is very large in all the classes of cities
and towns due to increasing population and urbanization in India. It is difficult for smaller cities and towns
in finding necessary resources to set water treatment plants considering high capital expenditure and
operation and maintenance cost. Community participation in operation and maintenance is suggested to
improve the economic viability of Sewage Treatment Plants (STP). Private sector waste water treatment
investments are difficult in India due to high capital investments and unpredictable revenue stream.

Due to the high capital expenditure and operation and maintenance cost, the Government opted for advance
version of the Hybrid Annuity Model (HAM) in FY2017. It came in the time when private players were
highly leveraged and banks were cautious in increasing their lending exposure to private sector players as
majority of the projects were getting delayed and stuck in execution. Major BOT project had proven to be
bad choice as the main assumption for the returns was traffic was quite aggressive. But in case of HAM, it
is a mix of BOT (Annuity) and EPC models. This model safeguards the interest of both the parties i.e.,
Government and private entity. During the construction period, the private entity is provided 40% grant of
the bid project cost by the Government in five equal instalments depending on the physical progress of the
project. The remaining 60% of the bid project cost is to be borne by private entity through debt and equity.
The Government generates its revenue from the project by way of toll collection. This model has been very
successful as the burden of financing of private players has reduced. In the first year of its implementation,
Rs 28,000 crores of projects were awarded by the NHAI of which 50% of the projects were under HAM.
HAM has not only brought back private participation but it has also safeguarded the banks as the fund
disbursed to private players are backed by the Government annuity payments i.e. the traffic risk is taken care
by Government itself.

We have not executed any HAM Project in past but as on date we are executing 1 (one) HAM Project for
Uttar Pradesh Jal Nigam, Varanasi. We have entered into a Joint venture with Ercole Marelli Impianti
Tecnologici S.R.L., Italy (“EMIT”).

k) Technical Challenges

There is an overdependence in India on older technologies for waste water treatment due to its high cost.
This results in more repair work and less efficiencies of these plants. The limitations lead to poor
performance of these plants hence adulteration of sewage and water bodies.

Apart from this the land requirement for STP plants is a big challenge. In urban areas the land availability is
a big issue due to limited availability and cost. People usually resist these plants around their society.

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 Conventionally centralized water waste treatment are designed to remove Nitrogen, Biological Oxygen
Demand and Phosphorous but with rapid urbanization and changing type of contamination, technologically
advanced plants are needed to be setup to deal with them.

Apart from this the land requirement for STP plants is a big challenge. In urban areas land availability is a
big issue due to limited land availability and high cost.

We have not experienced any delay of projects due to any technical challenges in past. Further, no assurance
can be given that this will not be happen in future.

l) Social Challenges

Social acceptance of treated waste water is a big challenge due to fear and disgust when it comes to reuse.
Recycled water is unlikely to be used as drinking water when compared to its use in irrigation etc. The
negative attitude towards this has also stemmed from concerns like health risk and aesthetic aspects like
colour, odour, taste and cultural and religious background of consumers.

Identifying and obtaining of sites for plant setup is another challenge due to people not preferring to live
near these plants. This is because of the reasons like health risks, aesthetic impacts and factors like land
depreciation. Solutions like underground plant setup can help eliminate the above stated factors but involves
a huge capital expenditure. Also, buffer zones are limited to solid wastes. Conventional systems in India
suffers operational costs, management costs, demand of treated water and decentralized systems.

We have not experienced any delay of projects due to any social challenges in past. Further, no assurance
can be given that this will not be happen in future.

58. We are exposed to the risks of malfunctions or disruptions of information technology systems.

We depend on information technology systems and accounting systems to support our business processes,
including designing, planning, execution, procurement, inventory management, quality control, product costing,
human resources and finance. Although these technology initiatives are intended to increase productivity and
operating efficiencies, they may not achieve such intended results. These systems may be potentially vulnerable
to outages due to fire, floods, power loss, telecommunications failures, natural disasters, computer viruses or
malware, break-ins and similar events. Effective response to such disruptions or malfunctions will require effort
and diligence on the part of our third-party distribution partners and employees to avoid any adverse effect to our
information technology systems.

59. Our success depends largely on our senior management and skilled professionals and our ability to attract and
retain them.

As on July 31, 2023, we have 316 permanent employees, in addition to the contract labour engaged by the
Company at the project sites and attrition rate approximately is 10% the last three years. Kindly refer page no.
249 of Red Herring Prospectus under the heading ‘Human Resources’ for number of permanent employees.

Further, as out projects are currently working in different areas, so when we complete the projects say after 3
years or 5 years as per terms of the projects, the local workers/labours of that particular site change the job. They
can not move with us for another project in different area, this is main reason employees attrition.

We are dependent on a highly qualified, experienced and capable management team for design and execution of
our WWTPs and WSSPs. Our continued success also depends upon our ability to attract and retain a large group
of skilled professionals and staff, particularly project managers, engineers, and skilled workers. Our ability to
meet continued success and future business challenges depends on our ability to attract, recruit and retain

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 experienced, talented and skilled professionals. The loss of the services of our senior management or our inability
to recruit, train or retain a sufficient number of skilled professionals could have a material adverse effect on our
operations and profitability. We may lose skilled workers to competing employers who pay higher wages or be
forced to increase the wages to be paid to our employees. If we cannot hire or retain enough skilled professionals
or unskilled workers, our ability to apply for and execute new projects or to continue to expand our business will
be impaired and consequently, our revenues could decline. Any such loss of the services of our senior management
personnel or skilled professionals could adversely affect our business, prospects, financial condition and results
of operation. Further, if we cannot hire additional qualified personnel or retain them, our ability to expand our
business may be impacted. As we intend to continue to expand our operations and develop new Projects. We will
be required to continue to attract and retain experienced personnel. We may also be required to increase our levels
of employee compensation more rapidly than in the past to remain competitive in attracting suitable employees.
There can be no assurance that our competitors will not offer better compensation incentives and other perquisites
to such skilled personnel.

60. It is difficult to predict our future performance, or compare our historical performance between periods, as our
revenue fluctuates significantly from period to period.

Our revenue depends on the number of projects we obtain from awarding authority based on the tender filled by
us. Our results of operations may vary period to period as in some periods, work may be slow or the client would
review after only a certain percent of the work is completed. Depending on our operating results in one or more
periods, we may experience cash flow problems, thereby resulting in our business, financial condition and results
of operations being adversely affected. Such fluctuations may also adversely affect our ability to fund ongoing
and future projects. As a result of one or more of these factors, we may record significant turnover or profits
during one accounting period and significantly lower turnover or profits during prior or subsequent accounting
periods.
(In Lakhs)
As at March 31, As at March 31, As at March
Particulars
2023 2022 31, 2021
Revenue from Operations 53,816.17 35,985.08 33,070.39
Other Income 511.54 324.76 548.03
Total Revenue 54,327.71 36,309.84 33,618.42
Change in % 49.62% 8.01% 1.15%

The above amount does not reflect the significant fluctuations in revenue but Further, no assurance can be given
that we will follow the same trend or our future revenue will not fluctuate significantly.

61. We have in the past entered into related party transactions and may continue to do so in the future, which may
potentially involve conflicts of interest with the equity shareholders. There can be no assurance that such
transactions, individually or in the aggregate, will not have an adverse effect on our financial condition and
results of operations.

We have entered into related party transactions with our Promoters, Promoters Group, Group Entities and
Directors. For details of these transactions, please refer “Annexure 45 - Related Party Transactions” under section
titled “Financial Statements” on page no. 361. We have taken the permission of Board & shareholders for such
transactions under the Companies Act, 2013.

All the related party transactions carried out by the Company in the past are in compliance with the Companies
Act, 2013 and other applicable provisions at that time.

Although all related-party transactions that we may enter into are on an arm’s length basis and are subject to
approval by our Audit Committee, Board or shareholders, as required under the Companies Act, 2013 and the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as

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 amended (“SEBI Listing Regulations”), we cannot assure you that such transactions in the future, individually or
in aggregate, will not have an adverse effect on our financial condition and results of operations or that we could
not have achieved more favorable terms if such transactions had not been entered into with related parties. Such
related-party transactions in the future may potentially involve conflicts of interest which may be detrimental to
the interest of our Company and we cannot assure you that such transactions, individually or in the aggregate, will
always be in the best interests of our minority shareholders and will not have an adverse effect on our business,
financial condition, cash flows and results of operations. There can also be no assurance that any dispute that may
arise between us and related parties will be resolved in our favor. For details on our related-party transactions, see
“Other Financial Information – Related Party Transactions” beginning on page 361.

We cannot assure you that we will be able to maintain the terms of such transactions or in the event that we enter
future transaction with related parties, that the terms of the transactions will be favourable to us.

62. If we are unable to establish and maintain an effective internal controls and compliance system, our business
and reputation could be adversely affected.

We are responsible for establishing and maintaining adequate internal measures commensurate with the size and
complexity of operations. We make an evaluation of the adequacy and effectiveness of internal systems on an
ongoing basis so that our operations adhere to our policies, compliance requirements and internal guidelines. We
periodically test and update our internal processes and systems and there have been no past material instances of
failure to maintain effective internal controls and compliance system. However, we are exposed to operational
risks arising from the potential inadequacy or failure of internal processes or systems, and our actions may not be
sufficient to ensure effective internal checks and balances in all circumstances. We take reasonable steps to
maintain appropriate procedures for compliance and disclosure and to maintain effective internal controls over
our financial reporting so that we produce reliable financial reports and prevent financial fraud. As risks evolve
and develop, internal controls must be reviewed on an ongoing basis. Maintaining such internal controls requires
human diligence and compliance and is therefore subject to lapses in judgment and failures that result from human
error.

Further, our operations are subject to anti-corruption laws and regulations. These laws generally prohibit us and
our employees and intermediaries from bribing, being bribed or making other prohibited payments to government
officials or other persons to obtain or retain business or gain some other business advantage. We participate in
collaborations and relationships with third parties whose actions could potentially subject us to liability under
these laws or other local anti-corruption laws. While our code of conduct requires our employees to comply with
all applicable laws, and we continue to enhance our policies and procedures in an effort to ensure compliance with
applicable anti-corruption laws and regulations, these measures may not prevent the breach of such anti-corruption
laws, as there are risks of such breaches in emerging markets, such as India. If we are not in compliance with
applicable anti-corruption laws, we may be subject to criminal and civil penalties, disgorgement and other
sanctions and remedial measures, and legal expenses, which could have an adverse impact on our business, results
of operations and financial condition. Likewise, any investigation of any potential violations of anti-corruption
laws by the relevant authorities could also have an adverse impact on our business and reputation.

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

Employee misconduct, errors or frauds could expose us to business risks or losses, including regulatory sanctions,
penalties and serious harm to our reputation. Such employee misconduct includes breach in security requirements,
misappropriation of funds, hiding unauthorized activities, failure to observe our stringent operational standards
and processes, and improper use of confidential information. It is not always possible to detect or deter such
misconduct, and the precautions we take to prevent and detect such misconduct may not be effective. In addition,
losses caused on account of employee misconduct or misappropriation of petty cash expenses and advances may
not be recoverable, which we may result in write-off of such amounts and thereby adversely affecting our results

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 of operations. Our employees may also commit errors that could subject us to claims and proceedings for alleged
negligence, as well as regulatory actions in which case, our reputation, business prospects, results of operations
and financial condition could be adversely affected.

64. Our funding requirements and deployment of the Fresh Issue proceeds are based on management estimates
and have not been independently appraised by any bank or financial institution.

Our funding requirements and the deployment of the Net Proceeds of the Fresh Issue are based on management
estimates and our current business plan. The fund requirements and intended use of proceeds have not been
appraised by bank or financial institution and are based on our estimates. In view of the competitive and dynamic
nature of our business, we may have to revise our expenditure and fund requirements as a result of variations
including in the cost structure, changes in estimates and other external factors, which may not be within the
control of our management. This may entail rescheduling, revising or cancelling the planned expenditure and
fund requirement and increasing or decreasing the expenditure for a particular purpose from its planned
expenditure at the discretion of our board. In addition, schedule of implementation as described herein are based
on management’s current expectations and are subject to change due to various factors some of which may not
be in our control.

65. We procure Projects / Contracts on the basis of pre-qualification criteria and competitive selection processes.
We face intense competition from our competitors including on account of competitive proposal quoted by
them.

In selecting contractor for the project, customers generally limit the tender to contractors that prequalifies based
on several criterion including project execution experience, technical strength, performance capabilities, quality
standards, etc. The construction industry in India is highly competitive. As we work on our strategyto increase
our portfolio of direct government contracts, we expect to face increased competition from large domestic
infrastructure development companies. We compete for obtaining projects from government authorities and
private players through direct tenders or on sub-contract basis. We will compete in terms of various eligibility
criteria of different tender bids which several large developers are already well equipped.

If we are not able to outgrow the eligibility standards in comparison with that of our competitors, we may not be
successful in bidding for various projects and also disqualification on any of the eligibility grounds will make us
ineligible for submitting further proposals. Further, even if we meet the pre-qualification criteria, there is no
assurance that we will be able to quote most competitive / lowest proposal amongst all applicants so that we get
the contracts. These factors may limit us in getting contracts and resultantly our revenues and profitability may
get declined affecting our financial condition adversely.

66. Any failure to protect or enforce our rights to own or use our trademark could have an adverse effect on our
business and competitive position.

As on the date of this Red Herring Prospectus, we are under the process to file the application for registration

under the Trademark Act, 1999 for our logo is under process, hence, we do not enjoy the statutory
protection accorded to a registered trademark. Since we have not obtained registration, we may remain vulnerable
to infringement and passing-off by third parties and will not be able to enforce any rights against them. We may
not be able to detect any unauthorized use or take appropriate and timely steps to enforce or protect our trademarks.
We may also need to change our logo which may adversely affect our reputation and business and could require
us to incur additional costs.

Further, if we do not maintain our brand identity, which is an important factor that differentiates us from our
competitors, we may not be able to maintain our competitive edge. If we are unable to compete successfully, we
could lose our customers, which would negatively affect our financial performance and profitability. Moreover,
our ability to protect, enforce or utilize our brand is subject to risks, including general litigation risks. Furthermore,

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 we cannot assure you that our brand will not be adversely affected in the future by actions that are beyond our
control, including customer complaints or adverse publicity from any other source. Any damage to our brand
identity, if not immediately and sufficiently remedied, could have an adverse effect on our business and
competitive position.

Finally, while we take care to ensure that we comply with the intellectual property rights of others, we cannot
determine with certainty whether we are infringing any existing third-party intellectual property rights, which may
force us to alter our offerings. We may also be susceptible to claims from third parties asserting infringement and
other related claims. If similar claims are raised in the future, these claims could result in costly litigation, divert
management’s attention and resources, subject us to significant liabilities and require us to enter into potentially
expensive royalty or licensing agreements. Any of the foregoing could have an adverse effect on our business and
competitive position.

67. Our Promoters and Promoters Group will continue to exercise control post completion of the Issue and will
have considerable influence over the outcome of matters.

Upon completion of this Issue of upto 82,94,118 Equity Shares by way of Offer for Sale and Fresh Issue, our
Promoters and Promoters Group will continue to own a majority of our Equity Shares i.e. approximately [●]% of
the total Post-Offer paid up capital. As a result, our Promoters will have the ability to exercise significant influence
over all matters requiring shareholders’ approval. Our Promoters will also be in a position to influence any
shareholder action or approval requiring a majority vote, except where they may be required by applicable law to
abstain from voting. This control could also delay, defer or prevent a change in control of our Company, impede
a merger, consolidation, takeover or other business combination involving our Company, or discourage a potential
acquirer from obtaining control of our Company even if it is in the best interests of our Company. The interests
of our Promoters could conflict with the interests of our other equity shareholders, and the Promoters could make
decisions that materially and adverselyaffect your investment in the Equity Shares. In addition, for so long as the
Promoter Group continues to exercise significant control over the Company, they may influence the material
policies of the Company in a manner that could conflict with the interests of our other shareholders. The Promoters
Group may have interests that are adverse to the interests of our other shareholders and may take positions with
which our other shareholders do not agree.

68. We benefit from our relationship with our Promoters and our business and growth prospects may decline if we
cannot benefit from this relationship in the future.

We benefit in many ways from our relationship with our Promoters, Mr. Ramveer Singh and Mr. Ashish Tomar
as a result of their reputation, experience and knowledge of the construction and infrastructure development &
services industry. Mr. Ramveer Singh and Mr. Ashish Tomar, who has been associated with this sector for
aggregating over 40 years, has been primarily responsible for the direction and growth of our business and has
been instrumental in our strategic planning, including identifying our on-going projects. Our growth and future
success is influenced, in part, by our continued relationship with them. We cannot assure you that we will be able
to continue to take advantage of the benefits from this relationship in the future. If we lose our relationship with
our promoters for any reason, our business and growth prospects may decline and our financial condition and
results of operations may be adversely affected.

69. Our insurance coverage may not be sufficient or may not adequately protect us against any or all hazards,
which may adversely affect our business, results of operations and financial condition.

Our Company believes that its insurance coverage is adequate and consistent with industry standards. Our
principal types of coverage include standard perils and fire insurance, vehicle insurance and contractors’ plant and
machinery insurance. While we believe that the insurance coverage which we maintain is in keeping with industry
standards and would be reasonably adequate to cover the normal risks associated with the operation of our
businesses, we cannot assure you that any claim under the insurance policies maintained by us will be honored

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 fully, in part or on time, or that we have taken out sufficient insurance to cover all our losses. Company have not
suffered any losses due to above incidents in last 3 years. As the Company have not suffered any losses in last 3
years so accordingly no insurance has been claimed.

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, or successful assertion of one or
more large claimsagainst us for events for which we are not insured, or for which we did not obtain or maintain
insurance, or which is not covered by insurance, 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, financial performance and cash
flows could be adversely affected. For further details on our insurance arrangements, please refer “Our Business
– Insurance” on page no. 262.

70. There is no guarantee that our Equity Shares will be listed on the BSE and the NSE in a timely manner or at
all.

There is no guarantee that our Equity Shares will be listed on the BSE and the NSE in a timely manner or at all.
In accordance with Indian law, permission for listing and trading of our Equity Shares will not be granted until
after certain actions have been completed in relation to this Offer and until Allotment of Equity Shares pursuant
to this Offer. In accordance with current regulations and circulars issued by SEBI, our Equity Shares are required
to be listed on the BSE and the NSE within such time as mandated under UPI Circulars, subject to any change in
the prescribed timeline in this regard. However, we cannot assure you that the trading in our Equity Shares will
commence in a timely manner or at all. Any failure or delay in obtaining final listing and trading approvals may
restrict your ability to dispose of your Equity Shares

71. 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. 119. 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.

72. We have not made any provision in our financial statements for potential decline in value of our investments.

The investments as on March 31, 2023 includes:

Amount
Particulars Purpose
(In Lakhs)
Investment in Gold and 58.79 Nominal investment since FY 2019-20.
related ornaments
Value of investment is 0.11% of revenue from operations
and 0.54% of profit after tax for the FY 2022-23.
Freehold land 590.00 Company have acquired this land through auction for any
business requirements in future, if any.

Apart from the above our Company also invested in capital work-in-progress and investments in JV projects.
Kindly refer Annexures 7, 10 & 13 of Restated consolidated statement on page no. 344, 347 and 349 of Red
Herring Prospectus. We have not made any provision for decline in value of these investments in our financial

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 statements as the same are not expected to have declined in value as on the financial reporting date. If in the future,
the value of these investments was to decline significantly, there could be a material adverse effect on our business,
financial condition and results of operations.

In past we have not booked any losses in investments; However, no assurance can be given that we will not book
any losses in future.

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

We have no experience as a listed company and have not been subjected to the increased scrutiny of our affairs
by shareholders, regulators and the public 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 (LODR) Regulations, which require us to file audited /
unaudited reports periodically 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 timely as other listed companies.

As a listed company, we will need to maintain and improve the effectiveness of our disclosure controls and
procedures and internal control over financial reporting, for which significant resources and management
overview will be required. As a result, management’s attention may be diverted from other business concerns,
which could adversely affect our business, prospects, financial condition and results of operations. Further, we
may need to hire additional legal and accounting staff with appropriate and relevant experience and technical
accounting knowledge and we cannot assure you that we will be able to do so in a timely manner or at all.

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

Any future issuance of the Equity Shares, convertible securities or securities linked to the Equity Shares by us
may dilute your shareholding in the Company, adversely affect the trading price of the Equity Shares and our
ability to raise capital through an issue of our securities. In addition, any perception by investors that such
issuances or sales might occur could also affect the trading price of the Equity Shares. No assurance may be given
that we will not issue additional Equity Shares. The disposal of Equity Shares by any of our significant
shareholders, or the perception that such sales may occur may significantly affect the trading price of the Equity
Shares. We cannot assure you that we will not issue Equity Shares or that such shareholders will not dispose of,
pledge or encumber their Equity Shares in the future.

75. Pursuant to listing of the Equity shares, we may be subject to pre-emptive surveillance measures like additional
Surveillance Measures (“ASM”) and Graded surveillance Measures (“GSM”) by the Stock Exchanges in the
order to enhance market integrity and safeguard the interest of the investors.

On and post the listing of equity shares, we may be subject to ASM and GSM by the Stock Exchange(s) and the
Securities and Exchange Board of India. These measures have been introduced in order to enhance market
integrity, and safeguard the interest of investors and to alert and advise investors to be extra cautious and carry
out necessary due diligence while dealing in such securities. The criteria for shortlisting any scrip trading on the
Stock Exchange(s) under the ASM is based on an objective criterion as jointly decided by SEBI and the Stock
Exchanges(s) which include market based dynamic parameters such as high low variations, client concentration,
close to close price variation, market capitalization, volume variation, delivery percentage, number of unique
PAN’s and price to equity ratio. A scrip is typically subjected GSM measures where there is an abnormal price
rise that is not commensurate with the financial heath and fundamentals of a company which inter alia includes
factors like earnings, book value, fixed assets and net worth to the equity ratio etc. The price of our equity shares
may also fluctuate after the offer due to several factors such as volatility in the Indian and global securities market,

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 our profitability and performance, the performance of our competitors, change in the estimates of our performance
or any other political or economic factor. The occurrence of any of the above-mentioned factors may trigger the
parameters identified by SEBI and the Stock Exchange(s) for the placing securities under the GSM and ASM
framework. In the event of our Equity Shares are covered under such Pre-emptive surveillance measures
implemented by SEBI and the Stock Exchange(s), we may be subject to certain additional restrictions in the
relation to trading of our Equity Shares such as limiting trading frequency (for example trading either allowed in
a week or a month) higher margin requirements of settlement on a trade for trade basis without netting off
requirement of settlement on gross basis or freezing price on upper side of trading which may have an adverse
effect on the market price of our Equity Shares or may in general cause disruptions in the development of an active
market for and trading and liquidity of our Equity Shares and on the reputation and conditions of our Company.

76. If there is any change in tax laws or regulations, or their interpretation, such changes may significantly affect
our financial statements for the current and future years, which may have a material adverse effect on our
financial position, business and results of operations.

Having our business operations in multiple jurisdictions, we are subject to varying central and state tax regimes.
The applicable categories of taxes and tax rates also vary significantly from jurisdiction to jurisdiction, which
may be amended from time to time. The final determination of our tax liabilities involves the interpretation of
local tax laws and related regulations in each country as well as the significant use of estimates and assumptions
regarding the scope of future operations and results achieved and the timing and nature of income earned, and
expenditure incurred. Our business and financial performance may be adversely affected by unfavorable changes
in or interpretations of existing, or the promulgation of new laws, rules and regulations applicable to us and our
business or the regulator enforcingthem in any one of those countries may adversely affect our results of
operations.

To the extent that we are entitled to certain tax benefits in India which are available for a limited period of time,
our profitability will be affected if such benefits will no longer be available, or are reduced or withdrawn
prematurely or if we are subject to any dispute with the tax authorities in relation to these benefits or in the
event we are unable to comply with the conditions required to be complied with in order to avail ourselves of
each of these benefits. Please see“Statement of Special Tax Benefits” on page 139 for details in relation to possible
tax benefits available to our Company. In the event that any adverse development in the law or the manner of its
implementation affects our ability to benefit from these tax incentives, our business, results of operations,
financial condition and prospects may be adversely affected.
Changes in the operating environment, including changes in tax law, could impact the determination of our tax
liabilities for any given tax year. Taxes and other levies imposed by the Government of India that affect our
industry include income tax, goods and services tax and other taxes, duties or surcharges introduced from time to
time. The tax scheme in India is extensive and subject to change from time to time and any adverse changes in
any of the taxes levied by the Government of India may adversely affect our competitive position and profitability.
We cannot assure you that the Government of India may not implement new regulations and policies which will
require us to obtain approvals andlicenses from the Government of India and other regulatory bodies or impose
onerous requirements and conditions on our operations. Any such changes and the related uncertainties with
respect to the applicability, interpretation and implementation of any amendment to, or change to governing laws,
regulation or policy in the countries in which we operate may materially and adversely affect our business, results
of operations and financial condition. In addition, we may have to incur expenditure to comply with the
requirements of any new regulations, which may also materially harm our results of operations. We are also
subject to these risks in all our overseas operations depending on each specific country. Any unfavorable
changes to the laws and regulations applicable to us could also subject us to additional liabilities. As a result, any
such changes or interpretations may adversely affect our business, financial condition and financial performance.
Further, changes in capital gains tax or tax on capital market transactions or sale of shares may affect investor
returns.

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77. “Delays in the completion of construction of current and future projects could lead to termination of
engineering, procurement and construction (“EPC”) agreements or cost overruns, which could have an
adverse effect on our cash flows, business, results of operations and financial condition.”

Due to our business operations in multiple jurisdictions, there may be delays in the completion of construction of
current and future projects could lead to termination of engineering, procurement and construction (“EPC”)
agreements or cost overruns, which could have an adverse effect on our cash flows, business, results of operations
and financial condition. As of now we have not defaulted in any completion of projects except otherwise disclosed.

78. Our ability to pay dividends in the future will depend upon future earnings, financial condition, cash flows,
working capital requirements and capital expenditures and there can be no assurance that we will be able to
pay dividends in the future.

We currently intend to invest our future earnings, if any, to fund our growth. The amount of our future dividend
payments, if any, will depend upon our future earnings, financial condition, cash flows, working capital
requirements and capital expenditures. Hence, there can be no assurance that we will be able to pay dividends in
the future.

EXTERNAL RISKS

Risks relating to India

79. Changing regulations in India could lead to new compliance requirements that are uncertain.

The regulatory and policy environment in which we operate are evolving and are subject to change. The GoI may
implement new laws or other regulations and policies that could affect our business in general, which could lead
to new compliance requirements, including requiring us to obtain approvals and licenses from the Government
and other regulatory bodies, or impose onerous requirements. For instance, the GoI has introduced (a) the Code
on Wages, 2019; (b) the Code on Social Security, 2020; (c) the Occupational Safety, Health and Working
Conditions Code, 2020; and (d) the Industrial Relations Code, 2020 which consolidate, subsume and replace
numerous existing central labour legislations. While the rules for implementation under these codes have not been
notified, we are yet to determine the impact of all or some such laws on our business and operations which may
restrict our ability to grow our business in the future and increase our expenses. In another example, the GoI has
made it mandatory for business establishments with turnover above a certain size to offer digital modes of
payment from November 2019, with no charges being levied on the customers or the merchants by banks and
payment service providers. Such measures could adversely impact our income streams in the future and adversely
affect its financial performance.

Uncertainty in the applicability, interpretation or implementation of any amendment to, or change in, governing
law, regulation or policy in the jurisdictions in which we operate, 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 business or restrict our ability to grow our business in the future. We may incur
increased costs and other burdens relating to compliance with such new requirements, which may also require
significant management time and other resources, and any failure to comply may adversely affect our business,
results of operations, financial condition and prospects. Uncertainty in the applicability, interpretation or
implementation of any amendment to, or change in, governing law, regulation or policy, including by reason of
an absence, or a limited body, of administrative or judicial precedent may be time consuming as well as costly
for us to resolve and may impact the viability of our current businesses or restrict our ability to grow our
businesses in the future. For instance, the Supreme Court of India has in a decision clarified the components of
basic wages which need to be considered by companies while making provident fund payments, which resulted
in an increase in the provident fund payments to be made by companies. Any such decisions in future or any
further changes in interpretation of laws may have an impact on our results of operations.

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80. Political, economic or other factors that are beyond our control may have an adverse effect on our business
and results of operations.

While we are incorporated in India, and our operations are based in India. As a result, we are highly dependent
on prevailing economic conditions in India and other economies and our results of operations and cash flows are
significantly affected by factors influencing the Indian and global economies. Other factors that may adversely
affect the economy, and hence our results of operations and cash flows, may include: high rates of inflation in
India, any slowdown in economic growth or financial instability in India, any scarcity of credit or other financing,
resulting in an adverse impact on economic conditions and scarcity of financing for our expansions, prevailing
income conditions among customers, volatility in, and actual or perceived trends in trading activity on, the
relevant market’s principal stock exchanges, changes in existing laws and regulations in India, political instability,
terrorism or military conflict in the region or globally, including in various neighbouring countries, occurrence
of natural or man-made disasters, any downgrading of debt rating of India by a domestic or international rating
agency and instability in financial markets.

81. Natural or man-made disasters, fires, epidemics, pandemics, acts of war, terrorist attacks, civil unrest and other
events could materially and adversely affect our business.

Natural disasters (such as typhoons, flooding and earthquakes), epidemics, pandemics such as COVID-19 and
man- made disasters, including acts of war, terrorist attacks and other events, many of which are beyond our
control, may lead to economic instability, including in India or globally, which may in turn materially and
adversely affect our business, financial condition and results of operations. Our operations may be adversely
affected by fires, natural disasters and/or severe weather, which can result in damage to our property or inventory
and generally reduce our productivity and may require us to evacuate personnel and suspend operations. A
number of countries in Asia, including India, as well as countries in other parts of the world, are susceptible to
contagious diseases and, for example,have had confirmed cases of diseases such as the highly pathogenic H7N9,
H5N1 and H1N1 strains of influenza in birds and swine and more recently, the COVID-19. A worsening of the
current outbreak of COVID-19 pandemic or future outbreaks of COVID-19 or a similar contagious disease could
adversely affect the global economy and economic activity in the region. As a result, any present or future outbreak
of a contagious disease could have a material adverse effect on our business and the trading price of the Equity
Shares. India has from time-to-time experienced instances of social, religious and civil unrest and hostilities
between neighboring countries. Recently there has been ongoing mass protest by farmers, against three farm acts
which were passed by the Parliament of India in September 2020. The introduction of the law caused protests in
several parts of the country like Delhi, Haryana and Punjab. In case there are mass protests leading to civil unrest,
such incidents could impact both our operations and adversely affect our business, financial condition and results
of operations. Present relations between India and Pakistan continue to be fragile on the issues of terrorism,
armaments and Kashmir. In April 2019, skirmishes along India’s border with Pakistan and the downing of an
Indian military jet fighter plane significantly escalated tensions between the two countries. India has also
experienced terrorist attacks in some parts of the country. In November 2008, several coordinated shooting and
bombing attacks occurred across Mumbai, India’s financial capital. These attacks resulted in loss of life, property
and business. Military activity or terrorist attacks in the future could influence the Indian economy by disrupting
communications and making travel more difficult and such political tensions could create a greater perception
that investments in Indian companies involve higher degrees of risk. Events of this nature in the future, as well
as social and civil unrest within other countries in Asia, could influence the Indian economy and could have a
material adverse effect on the market for securities of Indian companies.

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82. A downgrade in ratings of India and other jurisdictions in which we operate may affect the trading price of the
Equity Shares.

Our borrowing costs and our access to the debt capital market depend significantly on the credit ratings of India.
Any further adverse revisions to credit ratings for India and other jurisdictions we operate in by international
rating agencies may adversely impact our ability to raise additional financing. This could have an adverse effect
on our ability to fund our growth on favorable terms and consequently adversely affect our business and financial
performance and the price of the Equity Shares.

83. We may be affected by competition laws in India, the adverse application or interpretation of which could
adversely affect our business.

The Competition Act, 2002, of India, as amended (“Competition Act”), regulates practices having an appreciable
adverse effect on competition in the relevant market in India (“AAEC”). Under the Competition Act, any formal
or informal arrangement, understanding or action in concert, which causes or is likely to cause an AAEC is
considered void and may result in the imposition of substantial penalties. Further, any agreement among
competitors which directly or indirectly involves the determination of purchase or sale prices, limits or controls
production, supply, markets, technical development, investment or the provision of services or shares the market
or source of production or provision of services in any manner, including by way of allocation of geographical
area or number of customers in the relevant market or directly or indirectly results in bid-rigging or collusive
bidding is presumed to have an AAEC and is considered void. The Competition Act also prohibits abuse of a
dominant position by any enterprise. If it is proved that the contravention committed by a company took place
with the consent or connivance or is attributable to any neglect on the part of, any director, manager, secretary or
other officer of such company, that person shall be also guilty of the contravention and may be punished. The
Competition Act aims to, among other things, prohibit all agreements and transactions, which may have an AAEC
on competition in India and all agreements entered into by us could be within the purview of the Competition
Act. Further, the CCI has extra-territorial powers and can investigate any agreements, abusive conduct or
combination occurring outside India if such agreement, conduct or combination has an AAEC in India. However,
the impact of the provisions of the Competition Act on the agreements entered into by us cannot be predicted with
certainty at this stage. However, since we pursue an acquisition driven growth strategy, we may be affected,
directly or indirectly, by the application or interpretation of any provision of the Competition Act, or any
enforcement proceedings initiated by the CCI, or any adverse publicity that may be generated due to scrutiny or
prosecution by the CCI or if any prohibition or substantial penalties are levied under the Competition Act, it
would adversely affect our business, results of operations, cash flows and prospects.

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

The Indian market and the Indian economy are influenced by economic and market conditions in other countries,
including conditions in the United States, Europe and certain emerging economies in Asia. Financial turmoil in
the United States, Asia and elsewhere in the world in recent years has adversely 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 us. 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 negatively affect the Indian economy. Financial disruptions could materially and adversely affect our
business, prospects, financial condition, results of operations and cash flows. Further, economic developments
globally can have a significant impact on our principal markets. Concerns related to a trade war between large
economies may lead to increased risk aversion and volatility in global capital markets and consequently have an
impact on the Indian economy. Following the United Kingdom’s exit from the European Union (“Brexit”), there
remains significant uncertainty around the terms of their future relationship with the European Union including
trade agreements between the United Kingdom and European Union and, more generally, as to the impact of
Brexit on the general economic conditions in the United Kingdom and the European Union and any consequential

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 impact on global financial markets. In addition, China is one of India’s major trading partners and there are rising
concerns of a possible slowdown in the Chinese economy as well as a strained relationship with India, which
could have an adverse impact on the trade relations between the two countries. In response to such developments,
legislators and financial regulators in the United States and other jurisdictions, including India, implemented a
number of policy measures designed to add stability to the financial markets. However, the overall long-term
effect of these and other legislative and regulatory efforts on the global financial markets is uncertain, and they
may not have the intended stabilizing effects. Any significant financial disruption could have a material adverse
effect on our business, financial condition and results of operation. These developments or the perception that
any of them could occur, have had and may continue to have a material adverse effect on global economic
conditions and the stability of global financial markets and may significantly reduce global market liquidity,
restrict the ability of key market participants to operate in certain financial markets or restrict our access to capital.
Thiscould have a material adverse effect on our business, financial condition and results of operations and reduce
the price of the Equity Shares. Since December 2019, the ongoing outbreak of COVID-19 has affected countries
globally, with the World Health Organization declaring the outbreak as a pandemic in March 2020. There have
been border controls, lockdowns and travel restrictions imposed by various countries, as a result of the COVID-
19 outbreak. Such an outbreak of an infectious disease together with the resulting restrictions on travel and/or
imposition of lockdown measures have resulted in protracted volatility in domestic and international markets has
resulted in a global slowdown and crisis. In particular, the COVID-19 outbreak has caused stock markets
worldwide to fluctuate significantly in value and has impacted global economic activity. A number of
governments have revised gross domestic product growth forecasts for 2020 and 2021 downwards in response to
the economic slowdown caused by the spread of COVID-19, and it is possible that the outbreak of COVID-19
will cause a prolonged global economic crisis or recession. If we are unable to successfully anticipate and respond
to changing economic and market conditions, our business, results of operations and financial condition and
prospects may be adversely affected.

85. The Indian tax regime has undergone substantial changes which could adversely affect our business and the
trading price of the Equity Shares.

Any change in Indian tax laws could have an effect on our operations. For instance, the Taxation Laws
(Amendment) Act, 2019, prescribes certain changes to the income tax rate applicable to companies in India.
According to this Act, companies can henceforth voluntarily opt in favour of a concessional tax regime (subject
to no other special benefits/exemptions being claimed), which would ultimately reduce the effective tax rate (on
gross basis) for Indian companies from 34.94% to approximately 25.17%. Any such future amendments may
affect our ability to claim exemptions that we have historically benefited from, and such exemptions may no
longer be available to us. The Government of India has also implemented two major reforms in Indian tax laws,
namely the GST, and provisions relating to general anti-avoidance rules (“GAAR”). The indirect tax regime in
India has undergone a complete overhaul. The indirect taxes on goods and services, such as central excise duty,
service tax, central sales tax, state value added tax, surcharge and excise have been replaced by Goods and Service
Tax with effect from July 1, 2017. The GST regime is relatively new and therefore is subject to amendments and
its interpretation by the relevant regulatory authorities. GAAR became effective from April 1, 2017. The tax
consequences of the GAAR provisions being applied to an arrangement may result in, among others, a denial of
tax benefit to us and our business. In the absence of any precedents on the subject, the application of these
provisions is subjective. If the GAAR provisions are made applicable to us, it may have an adverse tax impact on
us. Further, if the tax costs associated with certain of our transactions are greater than anticipated because of a
particular tax risk materializing on account of new tax regulations and policies, it could affect our profitability
from such transactions. The Finance Act, 2020 has, amongst others things, provided a number of amendments to
the direct and indirect tax regime, including, without limitation, a simplified alternate direct tax regime. For
instance, dividend distribution tax (“DDT”) will not be payable by a domestic company in respect of dividends
declared, distributed or paid by the company after March 31, 2020, and accordingly, such dividends would not be
exempt in the hands of the shareholders, both resident as well as non-resident and are likely be subject to tax
deduction at source. The Company may or may not grant the benefit of a tax treaty (where applicable) to a non-
resident shareholder for the purposes of deducting tax at source from such dividend. Investors should consult their

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 own tax advisors about the consequences of investing or trading in the Equity Shares. Further, the Government
of India has notified the Finance Act, 2021 (“Finance Act”) which has introduced various amendments to taxation
laws in India. There is no certainty on the impact that the Finance Act may have on our business and operations
or on the industry in which we operate. In addition, unfavorable changes in or interpretations of existing, or the
promulgation of new laws, rules and regulations including foreign investment laws governing our business,
operations and group structure could result in us being deemed to be in contravention of such laws or may require
us to apply for additional approvals. We may incur increased costs relating to compliance with such new
requirements, which may also require management time and other resources, and any failure to comply may
adversely affect our business, results of operations and prospects. Uncertainty in the applicability, interpretation
or implementation of any amendment to, or change in, governing law, regulation or policy, including by reason
of an absence, or a limited body, of administrative or judicial precedent may be time consuming as well as costly
for us to resolve and may affect the viability of our current business or restrict our ability to grow our business in
the future. We cannot predict whether any new tax laws or regulations impacting our services will be enacted,
what the nature and impact of the specific terms of any such laws or regulations will be or whether if at all, any
laws or regulations would have an adverse effect on our business. Further, any adverse order passed by the
appellate authorities/ tribunals/ courts would have an effect on our profitability. Due to COVID -19 pandemic,
the Government of India had also passed the Taxation and Other Laws (Relaxation of Certain Provisions) Act,
2020, implementing relaxations from certain requirements under, amongst others, the Central Goods and Service
Tax Act, 2017 and Customs Tariff Act, 1975. In addition, we are subject to tax related inquiries and claims. We
may beparticularly affected by claims from tax authorities on account of income tax assessment and GST that
combines taxes and levies by the central and state governments into one unified rate of interest with effect from
July 1, 2017. For further details, see “Outstanding Litigation and Other Material Developments” on page 440.

86. If inflation were to rise in India, we might not be able to increase the prices of our products at a proportional
rate in order to pass costs on to our customers thereby reducing our margins.

Inflation rates in India have been volatile in recent years, and such volatility may continue in the future. India has
experienced high inflation in the recent past. Increased inflation can contribute to an increase in interest rates and
increased costs to our business, including increased costs of wages and other expenses relevant to our business.
High fluctuations in inflation rates may make it more difficult for us to accurately estimate or control our costs.
Any increase in inflation in India can increase our expenses, which we may not be able to adequately pass on to
our customers, whether entirely or in part, and may adversely affect our business and financial condition. In
particular, we might not be able to reduce our costs or increase the price of our products to pass the increase in
costs on to our customers. In such case, our business, results of operations, cash flows and financial condition
may be adversely affected. Further, the Government of India has previously initiated economic measures to
combat high inflation rates, and it is unclear whether these measures will remain in effect. There can be no
assurance that Indian inflation levels will not worsen in the future.

87. 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 entity, there are provisions in Indian law 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 toour shareholders, such a takeover may not be attempted or consummated
because of Takeover Regulations.

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88. Foreign Investors may have difficulties in enforcing judgments against us or our management.

Our Company is incorporated under the laws of India. As a result, it may not be possible for investors to effect
service of process upon our Company or such persons in jurisdictions outside India, or to enforce against them
judgments obtained in courts outside India, including judgments predicated on the civil liability provisions of
foreign securities laws.

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, which includes the United Kingdom, United Arab Emirates, Singapore and Hong Kong.
The United States and India do not currently have a treaty providing for reciprocal recognition and enforcement
of judgments in civil and commercial matters. Therefore, a final judgment for the payment of money rendered by
any federal or state court in a non-reciprocating territory, such as the United States, for civil liability, whether or
not predicated solely upon the general securities laws of the United States, would not be enforceable in India
under the Civil Code as a decree of an Indian court.

The United Kingdom, Singapore, UAE and Hong Kong have been declared by the Government of India to be
reciprocating territories for purposes of Section 44A of the Code of Civil Procedure, 1908 (“CPC”). A judgment
of a court of a country which is not a reciprocating territory may be enforced in India only by a suit on the
judgment under Section 13 of the CPC, and not by proceedings in execution. The Civil Code only permits the
enforcement of monetary decrees, not being in the nature of any amounts payable in respect of taxes, other
charges, fines or penalties. Judgments or decrees from jurisdictions which do not have reciprocal recognition with
India cannot be enforced by proceedings in execution in India. Therefore, a final judgment for the payment of
money rendered by any court in a non-reciprocating territory for civil liability, whether or not predicated solely
upon the general laws of the non-reciprocating territory, would not be enforceable in India. Even if an investor
obtained a judgment in such a jurisdiction against us, our officers or directors, it may be required to institute a
new proceeding in India and obtain a decree from an Indian court. However, the party in whose favor such final
judgment is rendered may bring a new suit in a competent court in India based on a final judgment that
has been obtained in the United States or other such jurisdiction within three years of obtaining such final
judgment. It is unlikely that an Indian court would award damages on the same basis as a foreign court if an action
is brought in India. Moreover, it is unlikely that an Indian court would award damages to the extent awarded in a
final judgment rendered outside India if it believes that the amount of damages awarded were excessive or
inconsistent with Indian practice. 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.

RISKS RELATING TO THE EQUITY SHARES AND THE ISSUE

89. The Issue Price of the Equity Shares may not be indicative of the market price of the Equity Shares after the
Issue.

Prior to this Issue, there has been no public market for the Equity Shares of our Company, and an active trading
market on the Stock Exchanges may not develop or be sustained after the Offer. Listing and quotation does not
guarantee that amarket for the Equity Shares will develop, or if developed, the liquidity of such market for the
Equity Shares. The Issue Price, Floor Price/Cap Price of the Equity Shares will be determined by our Company
and the Selling Shareholder in consultation with the BRLM through the Book Building Process. This price will
be based on numerous factors, as described under “Basis for the Issue Price” on page 130 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, problems such as temporary closure, broker default and settlement delays experienced by the Indian
Stock Exchanges, strategic actions by us or our competitors, variations in the growth rate of financial indicators,

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 variations in revenue or earnings estimates by research publications, and changes in economic, legal and other
regulatory factors. Consequently, the price of our Equity Shares may be volatile, and you may be unable to resell
your Equity Shares at or above the Offer Price, or at all. There has been significant volatility in the Indian stock
markets in the recent past, and our Equity Share price could fluctuate significantly because of market volatility.
A decrease in the market price of our Equity Shares could cause investors to lose some or all of their investment.

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

Under current Indian tax laws, unless specifically exempted, a capital gain arising from the sale of equity shares
in an Indian company is 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 realized on the sale of listed equity shares
held for more than 12 months may be subject to long-term capital gains tax in India at the specified rates
depending on certain factors, such as STT paid, the quantum of gains and any available treaty exemptions.
Accordingly, you may be subject to payment of long-term capital gains tax in India, in addition to payment of
STT, on the sale of any Equity Shares heldfor more than 12 months. STT will be levied on and collected by a
domestic stock exchange on which the Equity Shares are sold. Further, any gain realized on the sale of our Equity
Shares held for a period of 12 months or less will be subject to short-term capital gains tax in India. While non-
residents may claim tax treaty benefits in relation to such capital gains income, generally, Indian tax treaties do
not limit India’s right to impose tax on capital gains arising from the sale of shares of an Indian company. Further,
the Finance Act, 2020 (“Finance Act 2020”), passed by the Parliament of India. The Finance Act 2020 stipulates
the sale, transfer and issue of certain securities through exchanges, depositories or otherwise to be charged with
stamp duty. The Finance Act 2020 has also clarified that, in the absence of a specific provision under an agreement,
the liability to pay stamp duty in case of sale of certain securities through stock exchanges will be on the buyer,
while in other cases of transfer for consideration through a depository, and the onus will be on the transferor. The
stamp duty for transfer of certain securities, other than debentures, on a delivery basis is currently specified under
the Finance Act 2020 at 0.015% and on a non-delivery basis is specified at 0.003% of the consideration amount.
These amendments have come into effect from July 1, 2020. Under the Finance Act 2020, any dividends paid by
an Indian company will be subject to tax in the hands of the shareholders at applicable rates. Such taxes will be
withheld by the Indian company paying dividends. The Government of India announced the union budget for
Fiscal 2022, following which the Finance Bill, 2021 (“Finance Bill”) was introduced in the Lok Sabha on
February 1, 2021. Subsequently, the Finance Bill received assent from the President of India on March 28, 2021
and became the Finance Act, 2021 (“Finance Act 2021”). There is no certainty on the impact of Finance Act
2021 on tax laws or other regulations, which may adversely affect the Company’s business, financial condition,
and results of operations or on the industry in which we operate. Investors are advised to consult their own tax
advisors and to carefully consider the potential tax consequences of owning Equity Shares.

91. Investors will not be able to sell immediately on an Indian stock exchange any of the Equity Shares they
purchase inthe 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 entries, or ‘demat’ accounts with depository participants in India, are expected to be credited with the Equity
Shares 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 this Issue and the credit of such Equity Shares to the applicant’s demat account
with depository participant could take approximately six Working Days from the Bid 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 Closing Date. There could be a failure or delay in the listing
of the Equity Shares on the Stock Exchanges. Any failure or delay in obtaining the approval or otherwise any
delay in commencing 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

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 demat credits are not made to investors within the prescribed time periods.

92. Any future issuance of Equity Shares, or convertible securities or other equity linked instruments by us may
dilute your shareholding and sale of Equity Shares by shareholders with significant shareholding may
adversely affect the trading price of the Equity Shares.

We may be required to finance our growth through future equity offerings. Any future equity issuances by us,
includinga primary offering of Equity Shares, convertible securities or securities linked to Equity Shares including
through exercise of employee stock options, may lead to the dilution of investors’ shareholdings in our Company.
Any future equity issuances by us or sales of our Equity Shares by our shareholders may adversely affect the
trading price of the Equity Shares, which may lead to other adverse consequences including difficulty in raising
capital through offering of our Equity Shares or incurring additional debt. Any disposal of Equity Shares by our
major shareholders or the perception that such issuance or sales may occur, including to comply with the minimum
public shareholding norms applicable to listed companies in India may adversely affect the trading price of the
Equity Shares, which may lead to other adverse consequences including difficulty in raising capital through
offering of the Equity Shares or incurring additional debt. There can be no assurance that we will not issue
Equity Shares, convertible securities or securities linked to Equity Shares or that our Shareholders will not
dispose of, pledge or encumber their Equity Shares in the future. Any future issuances could also dilute the value
of your investment in the Equity Shares. In addition, any perception by investors that such issuances or sales might
occur may also affect the market price of our Equity Shares.

93. Under Indian law, foreign investors are subject to investment restrictions that limit our ability to attract foreign
investors, which may adversely affect the trading price of the Equity Shares.

Under foreign exchange regulations currently in force in India, transfer of shares between non-residents and
residents are freely permitted (subject to certain restrictions), if they comply with the pricing guidelines and
reporting requirements specified by the RBI. If the transfer of shares, which are sought to be transferred, is not
in compliance with such pricing guidelines or reporting requirements or falls under any of the exceptions referred
to above, then a prior regulatory approval will be required. Additionally, shareholders who seek to convert Rupee
proceeds from a sale of shares in India into foreign currency and repatriate that foreign currency from India require
a no-objection or a tax clearance certificate from the Indian income tax authorities. In addition, pursuant to the
Press Note No. 3 (2020 Series), dated April 17, 2020, issued by the DPIIT, which has been incorporated as the
proviso to Rule 6(a) of the FEMA Non- debt Rules, all investments under the foreign direct investment route by
entities of a country or where the beneficial owner of the Equity Shares is situated in or is a citizen of any such
country, can only be made through the Government approval route, as prescribed in the Consolidated FDI Policy
dated October 15, 2020 and the FEMA Rules. While the term “beneficial owner” is defined under the Prevention
of Money-Laundering (Maintenance of Records) Rules, 2005 and the General Financial Rules, 2017, neither the
foreign direct neither investment policy nor the FEMA Rules provide a definition of the term “beneficial owner”.
The interpretation of “beneficial owner” and enforcement of this regulatory change involves certain uncertainties,
which may have an adverse effect on our ability to raise foreign capital. Further, there is uncertainty regarding
the timeline within which the said approval from the GoI may be obtained, if at all. We cannot assure investors
that any required approval from the RBI or any other governmental agency can be obtained on any particular
terms or at all. For further information, see “Restrictions on Foreign Ownership of Indian Securities” on page 500
of this Red Herring Prospectus.

94. Significant differences exist between Ind AS and other accounting principles, such as U.S. GAAP and IFRS,
which investors may be more familiar with and may consider material to their assessment of our financial
condition.

Our Restated Consolidated Financial Statements for the period ended September 30, 2022 and Fiscal 2022, 2021
and 2020, have been prepared and presented in conformity with Ind AS. Ind AS differs in certain significant
respects from IFRS, U.S. GAAP and other accounting principles with which prospective investors may be familiar

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 in other countries. If our financial statements were to be prepared in accordance with such other accounting
principles, our results of operations, cash flows and financial position may be substantially different. Prospective
investors should review the accounting policies applied in the preparation of our financial statements, and consult
their own professional advisers for an understanding of the differences between these accounting principles and
those with which they may be more familiar. Any reliance by person not familiar with Indian accounting practices
on the financial disclosures presented in this Red Herring Prospectus should be limited accordingly.

95. The determination of the Price Band is based on various factors and assumptions and the Issue Price of the
Equity Shares may not be indicative of the market price of the Equity Shares after the Issue. Further, the
current market price of some securities listed pursuant to certain previous issues managed by the BRLM is
below their respective issue prices.

The determination of the Price Band is based on various factors and assumptions and will be determined by our
Company and Selling Shareholders in consultation with the BRLM. Furthermore, the Issue Price of the Equity
Shares will be determined by our Company and Selling Shareholders in consultation with the BRLM through the
Book Building Process. These will be based on numerous factors, including factors as described under “Basis for
the Issue Price” on page 130 and may not be indicative of the market price for the Equity Shares after the Issue.
In addition to the above, the current market price of securities listed pursuant to certain previous initial public
offerings managed by the BRLM is below their respective issue price. For further details, see “Other Regulatory
and Statutory Disclosures – Price information of past issues handled by the BRLM” on page 465 of this Red
Herring Prospectus. The factors that could affect the market price of the Equity Shares include, among others,
broad market trends, financial performance and results of our Company post-listing, and other factors beyond our
control. We cannot assure you that an active market will develop or sustained trading will take place in the Equity
Shares or provide any assurance regarding the price at which the Equity Shares will be traded after listing.

96. 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.

97. Investors 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 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 by holders of three-fourths of the equity shares voting on such
resolution. However, if the law of the jurisdiction the investors are in, does not permit them to exercise their pre-
emptive rights without our Company 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 our Company

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 makes 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 such 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-emptive rights granted in respect of the Equity Shares held by them, their proportional
interest in our Company would be reduced.

98. Rights of shareholders of our Company under Indian law may be more limited than under the laws of other
jurisdictions.

Our Articles of Association, composition of our Board, Indian laws governing our corporate affairs, the validity
of corporate procedures, directors’ fiduciary duties, responsibilities and liabilities, and shareholders’ rights may
differ from those that would apply to a company in another jurisdiction. Shareholders’ rights under Indian law
may not be as extensive and wide-spread as shareholders' rights under the laws of other countries or jurisdictions.
Investors may face challenges in asserting their rights as shareholder of our Company than as a shareholder of an
entity in another jurisdiction.

99. Compliance with provisions of Foreign Account Tax Compliance Act may affect payments on the Equity
Shares.

The U.S. “Foreign Account Tax Compliance Act” (or “FATCA”) imposes a new reporting regime and potentially,
imposes a 30% withholding tax on certain “foreign pass thru payments” made by certain non-U.S. financial
institutions (including intermediaries). If payments on the Equity Shares are made by such non-U.S. financial
institutions (including intermediaries), this withholding may be imposed on such payments if made to any non-
U.S. financial institution (including an intermediary) that is not otherwise exempt from FATCA or other holders
who do not provide sufficient identifying information to the payer, to the extent such payments are considered
“foreign pass thru payments”. Under current guidance, the term “foreign pass thru payment” is not defined and it
is therefore not clear whether and to what extent payments on the Equity Shares would be considered “foreign
pass thru payments”. The United States has entered into intergovernmental agreements with many jurisdictions
(including India) that modify the FATCA withholding regime described above. It is not yet clear how the
intergovernmental agreements between the United States and these jurisdictions will address “foreign pass thru
payments” and whether such agreements will require us or other financial institutions to withhold or report on
payments on the Equity Shares to the extent they are treated as “foreign pass thru payments”. Prospective investors
should consult their tax advisors regarding the consequences of FATCA, or any intergovernmental agreement or
non-U.S. legislation implementing FATCA, to their investment in Equity Shares.

100. U.S. holders should consider the impact of the passive foreign investment company rules in connection with
an investment in our Equity Shares.

A foreign corporation will be treated as a passive foreign investment company (“PFIC”) for U.S. federal income
tax purposes for any taxable year in which either: (i) at least 75% of its gross income is “passive income” or (ii) at
least 50% of its gross assets during the taxable year (based on of the quarterly values of the assets during a taxable
year) are “passive assets,” which generally means that they produce passive income or are held for the production
of passive income.

There can be no assurance that our Company will or will not be considered a PFIC in the current or future years.
The determination of whether or not our Company is a PFIC is a factual determination that is made annually after
the end of each taxable year, and there can be no assurance that our Company will not be considered a PFIC in
the current taxable year or any future taxable year because, among other reasons, (i) the composition of our
Company’s income and assets will vary over time, and (ii) the manner of the application of relevant rules is
uncertain in several respects. Further, our Company’s PFIC status may depend on the market price of its Equity
Shares, which may fluctuate considerably.

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 SECTION III: INTRODUCTION

THE ISSUE

The following table summarizes details of the Issue:

Up to [●] Equity Shares of face value of Rs. 10 each

Equity Shares Issued(1)(2) for cash at a price of Rs. [●] per Equity Share
aggregating Rs. [●] lakhs

The Issue consists of:

Up to [●] Equity Shares of face value of Rs. 10 each
Fresh Issue(3) for cash at a price of Rs. [●] per Equity Share
aggregating up to Rs. 14,624.00 lakhs
Up to 82,94,118 Equity Shares of face value of Rs.
Offer for Sale 10 each for cash at a price of Rs. [●] per Equity Share
aggregating Rs. [●] lakhs
Which Comprises:
A) QIB Portion(4)(5) Up to [●] Equity Shares (not more than 50%)
of which:
1. Anchor Investor Portion
2. Balance available for allocation to QIBs other Up to [●] Equity Shares
than Anchor Investors (assuming Anchor
Investor Portion is fully subscribed)
of which:
1. Available for allocation to Mutual Funds only Up to [●] Equity Shares
(5% of the QIB Portion, excluding the Anchor
Investor Portion)
2. Balance for all QIBs including Mutual Funds Up to [●] Equity Shares

B) Non-Institutional Portion(4) (5) Up to [●] Equity Shares

C) Retail Portion(6) Up to [●] Equity Shares

Pre and Post Issue Equity Shares

Equity shares outstanding prior to the Issue 4,86,00,000 Equity Shares of face value of Rs. 10
each
Equity shares outstanding after the Issue [●] Equity Shares of face value of Rs. 10 each
Please refer to the section titled "Objects of the Issue"
Use of Net Proceeds
beginning on page no. 119.
(1)
The present Issue has been authorised by a resolution of the Board of Directors, dated March 14, 2023 and by
a resolution of the shareholders of our Company in the Extra Ordinary General Meeting held on March 15, 2023.
Further, the Board of our Company has taken on record the approval for the Offer for Sale by the Selling
Shareholder pursuant to the consent dated March 14, 2023.
(2)
The Offer for Sale has been authorised by the Selling Shareholder by his consent letter dated March 14, 2023.
The Equity Shares being offered by the selling shareholder has been held for the period of atleast one year
immediately preceeding the date of this Red Herring Prospectus and are eligible for being offered for sale
pursuant to the Issue in the terms of the SEBI ICDR Regulations and the no. of Equity Shares offered are as
follows:
Name of the Selling Shareholder No. of Equity Shares Offered
Mr. Ramveer Singh Upto 82,94,118
TOTAL Upto 82,94,118
The Selling Shareholder has confirmed that the Equity Shares proposed to be offered and sold in the Issue is
eligible in term of SEBI (ICDR) Regulations and that he has not been prohibited from dealings in securities market
and the Equity Shares offered and sold are free from any lien, encumbrance or third-party rights. The Selling
Shareholder has also confirmed that he is the legal and beneficial owner of the Equity Shares being offered by
him under the Offer for Sale.

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(3)
Our Company has, in consultation with the BRLM, undertaken a Pre-IPO Placement of 16,00,000 Equity Shares
at an issue price of Rs. 211 per Equity Share (including a premium of Rs. 201 per Equity Share) aggregating
Rs.3,376.00 Lakhs. The size of the Fresh Issue of up to Rs. 18,000.00 Lakhs has been reduced by Rs. 3,376.00
Lakhs pursuant to the Pre-IPO Placement and the revised size of the Fresh Issue is up to Rs.14,624.00 Lakhs. For
risk regarding apprehension/concerns of the listing of our Equity Shares on the Stock Exchanges see ‘Risk Factors
- There is no guarantee that our Equity Shares will be listed on the BSE and the NSE in a timely manner or at all’
on page 75.
(4)
Our Company and the Selling Shareholder may, in consultation with the Book Running Lead Manager, allocate
up to 60% of the QIB Portion to Anchor Investors on a discretionary basis in accordance with the SEBI ICDR
Regulations. 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 undersubscription in the Anchor Investor Portion, the remaining Equity Shares shall be added to the QIB
Portion. In case of non-Allotment in the Anchor Investor Portion, 5% of the QIB Portion (excluding the Anchor
Investor Portion) shall be available for allocation on a 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 (other
than Anchor Investors), including Mutual Funds, subject to valid Bids being received at or above the Issue Price.
However, if the aggregate demand from Mutual Funds is less than [●] Equity Shares, the balance Equity Shares
available for allotment in the Mutual Fund Portion will be added to the QIB Portion and allocated proportionately
to the QIB Bidders (other than Anchor investors) in proportion to their Bids. For further details, please see “Issue
Procedure” on page no. 478.
(5)
Not less than 15% of the Issue shall be available for allocation to Non-Institutional Bidders, of which (a) one-
third portion shall be reserved for applicants with application size of more than Rs. 200,000 and up to Rs.
10,00,000; and (b) two-thirds portion shall be reserved for applicants with application size of more than Rs.
10,00,000, provided that the unsubscribed portion in either of such sub-categories may be allocated to applicants
in the other sub-category of Non-Institutional Bidders, subject to valid Bids being received at or above the Issue
Price and not less than 35% of the Issue will 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. All
Bidders, other than the Anchor Investors, are mandatorily required to participate in this Issue only through an
Application Supported by Blocked Amount (“ASBA”) process, providing details of their respective bank accounts
(including UPI ID for UPI Bidders using UPI Mechanism) in which the Bid amount will be blocked by the Self
Certified Syndicate Banks or the Sponsor Bank. The Anchor Investors are not permitted to participate in the
Anchor Investor Portion through the ASBA process. For further details, please see “Issue Procedure” on page
478.

Subject to valid Bids being received at or above the Issue Price, under-subscription, if any, in any category except
the QIB Portion, would be allowed to be met with spill over from any other category or combination of categories
at the discretion of our Company in consultation with the BRLM and the Designated Stock Exchange, subject to
applicable laws. For further details, please see the section entitled “Issue Procedure” on page 478.
(6)
Allocation to Bidders in all categories except the Anchor Investor Portion, if any and the Retail Portion and
Non-Institutional Bidder, shall be made on a proportionate basis subject to valid Bids received at or above the
Issue Price. The allocation to each Retail Individual Bidders and Non-Institutional Bidders shall not be less than
the minimum Bid Lot, subject to availability of Equity Shares in the Retail Portion and the Non-Institutional
Category and the remaining available Equity Shares, if any, shall be allocated on a proportionate basis.
Allocation to Anchor Investors shall be done on a discretionary basis in accordance with the SEBI ICDR
Regulations. For further details, see “Issue Procedure” beginning on page 478.

For details of the terms of the Issue, see “Terms of the Issue”, beginning on page 467.

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 SUMMARY FINANCIAL INFORMATION

The summary financial information presented below are derived from our Restated Consolidated Financial
Statements for the financial years ended March 31, 2023, March 31, 2022 and March 31, 2021 and should be read
in conjunction with “Financial Information” and “Management’s Discussion and Analysis of Financial Condition
and Results of Operations” beginning on pages 318 and 406, respectively

(The remainder of this page is intentionally left blank)

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 RESTATED CONSOLIDATED STATEMENT OF ASSETS AND LIABILITIES
(Rs. In Lakhs)
As at As at As at
Particulars Annexure March 31, March 31, March 31,
2023 2022 2021
ASSETS
Non-current Assets
Property, Plant and Equipment 7 1,794.37 1,817.45 930.47
Capital work in progress 8 402.81 30.32 275.42
Right of Use Asset 9 2,059.66 1,879.13 1,930.11
Investment Property 10 957.80 768.06 685.52
Goodwill 11 583.01 589.69 7.21
Other Intangible Assets 12 - - 0.09
Financial Assets
(i) Investments 13 122.07 50.96 43.94
(ii) Others 14 4,416.36 3,598.72 3,932.62
(iii)Trade Receivables 15 4,620.27 - -
Other Non-Current Assets - - - -
Deferred tax assets (Net) 16 32.76 45.16 46.51
Total non-current assets(A) 14,989.11 8,779.49 7,851.89

Current Assets
Inventories 17 10,475.91 5,412.85 3,542.93
Financial Assets
(i) Trade receivables 18 12,354.17 15,782.27 9,328.59
(ii) Cash and cash equivalent 19 8,167.47 6,105.29 5,043.09
(iii) Bank Balances other than Cash and 20
3,954.68 2,887.06 1,708.42
Cash Equivalents
(iv) Others 21 9,863.76 8,313.98 8,354.14
Other current assets 22 4,066.59 2,974.40 2,002.26
Total Current assets(B) 48,882.60 41,475.85 29,979.43
TOTAL ASSETS(A+B) 63,871.71 50,255.34 37,831.32

EQUITY AND LIABILITIES

Equity
Equity share capital 23 4,700.00 1,175.00 1,175.00
Other equity 24 44,083.23 36,842.99 29,016.46
Equity attributable to owners of the
48,783.23 38,017.99 30,191.46
company
Non - Controlling Interest 210.66 94.27 16.18
Total equity(A) 48,993.89 38,112.26 30,207.64

Liabilities
Non-current liabilities
Financial liabilities
(i) Borrowings 25 4,539.56 371.31 316.29
(ii) Lease Liabilities 9 - - 6.29
(iii) Others 26 2,365.30 889.22 665.41
Long term provisions 27 24.17 27.22 27.04
Deferred tax liabilities (Net) - - -
Total non-current liabilities(B) 6,929.03 1,287.75 1,015.03

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Current liabilities
Financial liabilities
(i) Borrowings 28 - - -
(ii) Lease Liabilities 9 - 6.29 35.84
(iii) Trade Payables 29 1,540.49 4,301.34 4,030.25
(iv) Others 30 3,677.32 4,015.22 -
Other current liabilities 31 2,693.93 2,138.41 1,011.73
Short term provisions 32 1.62 1.86 1.54
Liabilities for current tax (Net) 33 35.43 392.21 1,529.29
Total current liabilities(C) 7,948.79 10,855.33 6,608.65
Total liabilities(B+C) 14,877.82 12,143.08 7,623.68
TOTAL EQUITY AND
63,871.71 50,255.34 37,831.32
LIABILITIES(A+B+C)
The above statement should be read with the Annexure 5: Company Overview & Significant Accounting
policies and explanatory notes to the Restated Ind AS Summary Statement, Annexure 6: Statement of Restated
Adjustments to audited financial statements and Annexures 7-63: Notes to Restated Ind AS Summary
Statements.

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 RESTATED CONSOLIDATED STATEMENT OF PROFIT AND LOSS
(Rs. In Lakhs)
Year Ended Year Ended Year Ended
Particulars Annexure March March March
31,2023 31,2022 31, 2021
Revenue:
Revenue from Operations (Net) 34 53,816.17 35,985.08 33,070.39
Other income 35 511.54 324.76 548.03
Total revenue (I) 54,327.71 36,309.84 33,618.42

Expenses:
Cost of Revenue of Operations 36 40,941.82 24,447.41 20,821.59
Changes in inventories of Work in Progress 37 (5,062.13) (1,866.67) 747.56
Employee benefit expenses 38 1,402.19 1,064.84 785.11
Finance costs 39 384.13 574.59 445.25
Depreciation and Amortization 40 339.95 252.06 173.50
Other expenses 41 1,634.34 1,088.31 826.17
Total Expenses (II) 39,640.30 25,560.54 23,799.18

Restated Profit before Exception Items

14,687.41 10,749.30 9,819.24
and Taxes (III)=(I)-(II)

Exceptional Items (IV) - - -

Restated Profit before Tax (V) 14,687.41 10,749.30 9,819.24

Tax Expense (VI) 42

Current Taxes 3,812.94 2,859.09 2,628.34
Deferred taxes expense/(credit) 7.49 (2.62) (0.23)

Restated Profit for the period/ year

10,866.98 7,892.83 7,191.14
(VII)= (V)-(VI)

Other Comprehensive Income (OCI)

- - -
(VIII)
Items not to be reclassified to profit or
- - -
loss in subsequent period:
Remeasurement gain/ (loss) on defined
8.78 6.53 3.48
benefit plan (net of Tax)
Gain/(Loss) on Investments through OCI 5.86 5.26 0.75

Restated Total Comprehensive Income

for the period/year, net of tax (IX) 10,881.63 7,904.62 7,195.37
(VII+VIII)

Profit for the year attributable to

Shareholders of the company 10,750.59 7,814.74 7,188.36
Non-Controlling Interest 116.39 78.09 2.78
10,866.98 7,892.83 7,191.14
Other Comprehensive income for the
year attributable to

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Shareholders of the company 14.65 11.79 4.22
Non-Controlling Interest - - -
14.65 11.79 4.22
Total Comprehensive income for the year
attributable to
Shareholders of the company 10,765.24 7,826.53 7,192.59
Non-Controlling Interest 116.39 78.09 2.78
10,881.63 7,904.62 7,195.37

Restated Earnings per Equity Share

(Face Value: Rupees 10)
- Basic 23.15 67.27 61.24
- Diluted 23.15 67.27 61.24
The above statement should be read with the Annexure 5: Company Overview & Significant Accounting
policies and explanatory notes to the Restated Ind AS Summary Statement, Annexure 6: Statement of Restated
Adjustments to audited financial statements and Annexures 7-63: Notes to Restated Ind AS Summary
Statements.

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 RESTATED CONSOLIDATED STATEMENT OF CASH FLOWS
(Rs. In Lakhs)
Year Ended Year Ended Year Ended
Particulars
March 31,2023 March 31,2022 March 31, 2021
A. CASH FLOW FROM OPERATING
ACTIVITIES
Profit/ (Loss) before Exceptional items and Tax 14,687.41 10,749.30 9,819.24
Non-cash adjustments:
Depreciation and amortisation expenses 257.54 215.12 173.50
Interest Expense 0.07 2.43 44.45
Loss/ (Gain) on Sale of Property, Plant and
(5.99) (0.15) -
Equipment
Remeasurement gain/ (loss) on defined benefit plan 11.74 8.72 4.65
Gain/(Loss) on Investments through OCI 7.83 7.03 1.00
Operating profit before working capital changes 14,958.61 10,982.45 10,042.85
Changes in working capital:
(Increase)/ Decrease in Inventories (5,063.06) (1,869.92) 747.54
(Increase)/Decrease in Trade Receivables (1,192.18) (6,453.68) (5,392.61)
(Increase)/Decrease in Other Current Assets (2,713.81) (3,238.28) 3,486.72
(Increase)/Decrease in Other Financial Assets (3,132.87) 88.55 (2,098.14)
Increase/(Decrease) in other current liabilities 555.52 1,120.47 (94.62)
Increase/(Decrease) in Trade Payables (2,760.84) 271.08 108.23
Increase/(Decrease) in other Financial Liabilities (337.90) 3,985.67 (648.28)
Increase/(Decrease) in Provisions (2,837.62) (2,604.47) (2,551.43)
Cash generated from operations
Income tax (Refund)/ paid during the year (15.96) (18.15) (23.44)
Net cash from operating activities (A) (2,540.12) 2,263.71 3,576.82

B. CASH FLOW FROM INVESTING

ACTIVITIES
Purchase of Property, Plant and Equipment and
(878.58) (845.44) (829.16)
Capital Work in Progress
Sale of Property, Plant and Equipment 91.09 39.41 0.29
Loss / (Gain) on Fair Valuation of Investments (71.11) (7.03) (1.00)
Increase in Investment Property (189.74) (82.54) (10.96)
Increase in Intangible Assets 6.68 (582.48) (6.68)
(Gain)/Loss on Sale of Fixed Assets 5.99 0.15 -
Net cash from investing activities (B) (1,035.67) (1,477.91) (847.51)

C. CASH FLOW FROM FINANCING

ACTIVITIES
Contribution from Non-Controlling Interests - - 13.41
Interest paid on borrowings (0.07) (2.43) (44.45)
Increase/ (Decrease) in other Long-term liabilities 1,476.08 223.82 154.03
Proceeds/(Repayment) from Short-Term
- - (204.56)
Borrowings
Proceeds/(Repayment) of Long-term Borrowings 4,168.25 55.02 (958.87)
Proceeds/(Repayment) of Lease Liability (6.29) - (49.36)
Net cash from financing activities (C) 5,637.97 276.40 (1,089.80)
Net increase in cash and cash equivalents
2,062.18 1,062.20 1,639.51
(A+B+C)

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 Cash and cash equivalents at the beginning of the
6,105.29 5,043.09 3,403.58
year
Cash and cash equivalents at the end of the year 8,167.47 6,105.29 5,043.09
The above statement should be read with the Annexure 5: Company Overview & Significant Accounting
policies and explanatory notes to the Restated Ind AS Summary Statement, Annexure 6: Statement of Restated
Adjustments to audited financial statements and Annexures 7-63: Notes to Restated Ind AS Summary
Statements.

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 GENERAL INFORMATION

Our Company was originally incorporated as ‘EMS Infracon Private Limited’ a private limited company under
the Companies Act, 1956 at Delhi, pursuant to a certificate of incorporation dated December 21, 2010 issued by
the Registrar of Companies, National Capital Territory of Delhi and Haryana. Thereafter on June 30, 2012, our
Company took over the business of partnership firm, M/s Satish Kumar. Thereafter, name of our Company was
changed from ‘EMS Infracon Private Limited’ to ‘EMS Private Limited’, pursuant to a special resolution passed
by the shareholders of our Company on September 30, 2022 and a fresh certificate of incorporation consequent to
change of name was issued by the Registrar of Companies, Delhi (“RoC”) on October 26, 2022. Subsequently,
our Company was converted from private to public company, pursuant to a special resolution passed by the
shareholders of our Company on October 27, 2022 and a fresh certificate of incorporation consequent to change
of name was issued by the Registrar of Companies, Delhi (“RoC”) on November 25, 2022. For further details on
the change in the name and the registered office of our Company, see “History and Certain Corporate Matters”
beginning on page 272.

Our Company’s Corporate Identity Number is U45205DL2010PLC211609.

Company registration number and corporate identity number

The registration number and corporate identity number of our Company are as follow:

Corporate identity number: U45205DL2010PLC211609

Company registration number: 211609

REGISTERED OFFICE OF OUR COMPANY

EMS Limited
701, DLF Tower A, Jasola,
New Delhi-110025, India.
Tel. No.: +91 8826696627, 011-46067666/46068666
E-mail: [email protected]
Website: www.ems.co.in

CORPORATE OFFICE OF OUR COMPANY

EMS Limited
C-88, Second Floor, Raj Nagar Distt. Centre,
Raj Nagar, Ghaziabad-201002,
Uttar Pradesh, India
Tel. No.: +91 8826696627, 0120 4235555/ 4235559
E-mail: [email protected]
Website: www.ems.co.in

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ADDRESS OF THE REGISTRAR OF COMPANIES
Registrar of Companies, Delhi
4th Floor, IFCI Tower, 61,
Nehru Place, New Delhi – 110019, India
Tel. No.: 011-26235703
E-mail: [email protected]
Website-www.mca.gov.in

BOARD OF DIRECTORS OF OUR COMPANY

Sr.
Name Age DIN Address Designation
No.
R-14/120, Raj Nagar, Ghaziabad, Chairman &
1. Mr. Ramveer Singh 60 02260129
Uttar Pradesh, India Director
R-14/120, Raj Nagar, Ghaziabad,
2. Mr. Ashish Tomar 33 03170943 Managing Director
Uttar Pradesh, India
R-14/120, Raj Nagar, Ghaziabad, Whole-time
3. Ms. Kritika Tomar 29 09777840
Uttar Pradesh, India Director
Mr. Neeraj H. No – S-485, Third Floor, GK –
4. 55 05309378 Executive Director
Srivastava II, New Delhi - 110048, India
Flat No-2714, Eternia Tower,
Mr. Mukesh Kumar Mahagun Mezzaria, Sector-78, Independent
5. 64 08936325
Garg Noida, Gautam Buddha Nagar, Director
Uttar Pradesh-201301, India
House No-138, Village Rithala, Independent
6. Ms. Chetna 32 08981045
New Delhi-110085, India Director
House No-126, New Gandni
Independent
7. Mr. Achal Kapoor 35 09150394 Nagar, Ghaziabad-201001, Uttar
Director
Pradesh, India
3-A, 118/8, Nehru Nagar, Near
Nasirpur Fhatak, Nehru Nagar Independent
8. Ms. Swati Jain 31 09436199
Ghaziabad-201001, Uttar Pradesh, Director
India

For further details of our Directors, please refer to the chapter titled “Our Management” beginning on page 277.

CHIEF FINANCIAL OFFICER

Mr. Gajendra Parihar

EMS Limited
C-88, Raj Nagar Distt. Centre,
Raj Nagar, Ghaziabad,
Uttar Pradesh, India
Tel. No.: +91 8826696627, +91-120-4235555/4235559
E-mail: [email protected]
Website: www.ems.co.in

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COMPANY SECRETARY AND COMPLIANCE OFFICER

Mr. Deepak Kumar

EMS Limited
C-88, Raj Nagar Distt. Centre,
Raj Nagar, Ghaziabad,
Uttar Pradesh, India
Tel. No.: +91 8826696627, +91-120-4235555/4235559
E-mail: [email protected]
Website: www.ems.co.in

INVESTOR GRIEVANCES

Investors may contact the Company Secretary and Compliance Officer and /or the Registrar to the Issue
and/or BRLM in case of any Pre-Issue or Post-Issue related grievances, such as non-receipt of letters of
Allotment, non-credit of Allotted Equity Shares in the respective beneficiary account, non-receipt of refund
orders, non-receipt of funds by electronic mode, etc. For all Issue related queries and for redressal of
complaints, investors may also write to the BRLM.

Our Company has obtained authentication on the SCORES in compliance with the SEBI circular
(CIR/OIAE/1/2013) dated April 17, 2013, SEBI circular (CIR/OIAE/1/2014) dated December 18, 2014 and SEBI
circular (SEBI/HO/OIAE/IGRD/CIR/P/2021/642) dated October 14, 2021 in relation to redressal of investor
grievances through SCORES.

All issue-related grievances, other than of Anchor Investors, may be addressed to the Registrar to the Issue with
a copy to the relevant Designated Intermediary(ies) with whom the Bid cum Application Form was submitted,
giving full details such as name of the sole or First Bidder, Bid cum Application Form number, Bidder’s DP ID,
Client ID, PAN, address of Bidder, number of Equity Shares applied for, ASBA Account number in which the
amount equivalent to the Bid Amount was blocked or the UPI ID (for UPI Bidders who make the payment of Bid
Amount through the UPI Mechanism), date of Bid cum Application Form and the name and address of the relevant
Designated Intermediary(ies) where the Bid was submitted. Further, the Bidder shall enclose the Acknowledgment
Slip or the application number from the Designated Intermediaries in addition to the documents or information
mentioned hereinabove. All grievances relating to Bids submitted through Registered Brokers may be addressed
to the Stock Exchanges with a copy to the Registrar to the Issue.

In terms of SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2018/22, dated February 15, 2018, any ASBA Bidder
whose Bid has not been considered for Allotment, due to failure on the part of any SCSB, shall have the option to
seek redressal of the same by the concerned SCSB within three months of the date of listing of the Equity Shares.
In terms 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 SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021, SCSBs are required to
compensate the investor immediately on the receipt of complaint. Further, the post issue book running lead
manager is required to compensate the investor for delays in grievance redressal in accordance with the circulars.

Further, the Bidder shall also enclose a copy of the Acknowledgment Slip or provide the acknowledgement
number received from the Designated Intermediaries in addition to the information mentioned hereinabove. All
grievances relating to Bids submitted through Registered Brokers may be addressed to the Stock Exchanges with
a copy to the Registrar to the Issue. The Registrar to the Issue shall obtain the required information from the
SCSBs for addressing any clarifications or grievances of ASBA Bidders.

All issue-related grievances of the Anchor Investors may be addressed to the Registrar to the Issue, giving full
details such as the name of the sole or First Bidder, Anchor Investor Application Form number, Bidders’ DP ID,
Client ID, PAN, date of the Anchor Investor Application Form, address of the Bidder, number of the Equity Shares
applied for, Bid Amount paid on submission of the Anchor Investor Application Form and the name and address
of the BRLM where the Anchor Investor Application Form was submitted by the Anchor Investor.

99 | P a g e
Filing

A copy of this Red Herring Prospectus has been filed with SEBI electronically through the SEBI Intermediary
Portal at https://siportal.sebi.gov.in, as specified in Regulation 25(8) of the SEBI (ICDR) Regulations and the
SEBI circular bearing reference SEBI/HO/CFD/DIL1/CIR/P/2018/ 011 dated January 19, 2018 and at
[email protected], in accordance with the instructions issued by the SEBI on March 27, 2020, in relation to
“Easing of Operational Procedure – Division of Issues and Listing – CFD”.

A copy of the Red Herring Prospectus, along with the material contracts and documents required to be filed, will
be filed with the RoC in accordance with Section 32 of the Companies Act, 2013, and a copy of the Prospectus
required to be filed under Section 26 of the Companies Act, 2013 will be filed with the RoC at its office, and
through the electronic portal at http://www.mca.gov.in/mcafoportal/loginvalidateuser.do,

BOOK RUNNING LEAD MANAGER

Khambatta Securities Limited

#1, Ground Floor, 7/10, Botawala Building,
9, Bank Street, Horniman Circle, Mumbai-400001, India
Contact person: Mr. Chandan Mishra, Mr. Vipin Aggarwal
Telephone: 9953989693, 022 66413315,
E-mail: [email protected]
Website: www.khambattasecurities.com
SEBI Registration Number: INM000011914

REGISTRAR TO THE ISSUE

KFin Technologies Limited

Selenium, Tower B, Plot No. 31&32, Financial District,
Nanakramguda, Serilinigampally, Hyderabad,
Rangareddi - 500 032, Telangana, India
Telephone: +91 40 6716 2222
E-mail: [email protected]
Website: www.kfintech.com
Contact person: M Murali Krishna
SEBI registration no: INR000000221

LEGAL ADVISORS TO THE ISSUER

Legacy Law Offices LLP

Legacy House, D 18, Kalkaji,
New Delhi-110019, India
Telephone: 011 41752507, 41752508
E-mail: [email protected]
Website: www.legacylawoffices.com
Contact person: Mr. Gagan Anand

STATUTORY & PEER REVIEW AUDITOR OF OUR COMPANY

M/s. Rishi Kapoor & Co.

Chartered Accountants
Plot No. 10, RDC, Raj Nagar, Opposite Telephone Exchange,
Ghaziabad-201001, Uttar Pradesh, India
Contact person: Ms. Jyoti Arora

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Telephone: 9213529347
E-mail: [email protected]
Firm Registration Number: 06615C
Peer Review Certificate Number: 014978
BANKERS TO THE COMPANY

Axis Bank Limited ICICI Bank Limited

WBC Noida, B21 & B22, R1/88, Raj Nagar
Sector 16, Noida-20130, Uttar Pradesh, India Ghaziabad, Uttar Pradesh, India
Contact person: Shreya Jain Contact person: Varun Gulati
Telephone: 9910399466 Telephone: 120-4344643
E-mail: [email protected] E-mail: [email protected]
Website: www.axisbank.com Website: www.icicibank.com
Bank of India Limited Induslnd Bank Limited
59-60, GT Road Dilshad Garden Office, Unit No.64,
Ghaziabad-201001, Uttar Pradesh, India Ground Floor, Dilshad Garden Metro Station Building
Contact person: Sandeep Rawat New Delhi-110095, India
Telephone: 0120-2851728 Contact person: Sahyog Saxena
E-mail: [email protected] Telephone: 9540045991
Website: www.bankofindia.co.in E-mail: [email protected]
Website: www.indusind.com
HDFC Bank Limited Kotak Mahindra Bank Limited
D-44, RDC, Raj Nagar, 1/11, Opposite Metro Pillar No. 175
Ghaziabad-201001, Uttar Pradesh, India East Patel Nagar, New Delhi-110008, India
Contact person: Garima Saxena Contact person: Faizan Ahmad
Telephone: 9953611449 Telephone: +91 93500 30503
E-mail: [email protected] E-mail: [email protected]
Website: www.hdfcbank.com Website: www.kotak.com
Punjab National Bank Limited
Large Corporate Branch,
Sector-1, Noida, Uttar Pradesh, India
Contact person: Durgesh Kumar
Telephone: 0120 2427156/ 9889023905
E-mail: [email protected]
Website: www.pnbindia.in

Public Offer Account Bank

HDFC Bank Limited

Telephone: +91 22 3075 2927/28/2914
Contact person: Siddharth Jadhav, Eric Bacha, Vikas Raha, Tushar Gavankar
Website: www.hdfcbank.com
Email: [email protected] ; [email protected] ;
[email protected] ; [email protected]
Address: HDFC Bank Limited, FIG- OPS Department- Lodha,

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I Think Techno Campus O-3 Level, Next to Kanjurmarg Railway Station,
Kanjurmarg (East), Mumbai – 400 042, Maharashtra, India
SEBI Registration No.: INBI00000063

Escrow Collection Bank(s)/ Refund Bank(s)

Axis Bank Limited

Axis House, 6th Floor, C-2, Wadia International Centre,
Pandurang Budhkar Marg,
Worli, Mumbai-400025, India
Contact person: Mr. Vishal M. Lade
Telephone: 022 24253672
E-mail: [email protected]
Website: www.axisbank.com
SEBI Registration Number: INBI00000017

Sponsor Banks

HDFC Bank Limited

Telephone: +91 22 3075 2927/28/2914
Contact person: Siddharth Jadhav, Eric Bacha, Vikas Raha, Tushar Gavankar
Website: www.hdfcbank.com
Email: [email protected] ; [email protected] ;
[email protected] ; [email protected]
Address: HDFC Bank Limited, FIG- OPS Department- Lodha,
I Think Techno Campus O-3 Level,
Next to Kanjurmarg Railway Station,
Kanjurmarg (East), Mumbai – 400 042
Maharashtra, India
SEBI Registration No.: INBI00000063

Axis Bank Limited

Axis House, 6th Floor, C-2, Wadia International Centre,
Pandurang Budhkar Marg,
Worli, Mumbai-400025, India
Contact person: Mr. Vishal M. Lade
Telephone: 022 24253672
E-mail: [email protected]
Website: www.axisbank.com
SEBI Registration Number: INBI00000017

Syndicate Members

Prabhat Financial Services Limited

205, Navjeevan Complex, 29, Station Road,
Jaipur-302006, Rajasthan, India
Contact person: Mr. Adheesh Kabra
Telephone: 0141-4162083, 4162099, 8696266661
E-mail: [email protected]
Website: www.pfslindia.co.in
SEBI Registration Number: INZ000169433

Nikunj Stock Brokers Limited

A-92, Ground Floor, Left Portion,

102 | P a g e
Kamla Nagar, New Delhi-110007, India
Contact person: Mr. Anupam Suman
Telephone: 9999492292
E-mail: [email protected]
Website: www.nikunjonline.com
SEBI Registration Number: INZ000169335

IPO Grading

No credit agency registered with SEBI has been appointed in respect of obtaining grading for the Issue.

Statement of inter-se allocation of responsibilities

Khambatta Securities Limited being the sole Book Running Lead Manager will be responsible for all the
responsibilities related to co-ordination and other activities in relation to the Issue. Hence, a statement of inter se
allocation of responsibilities is not required.

Monitoring Agency

Our Company has in compliance with Regulation 41 of the SEBI ICDR Regulations, appointed ICRA Limited as
the Monitoring Agency for monitoring the utilization of the Net Proceeds. For further details in relation to the
proposed utilisation of the Net Proceeds, see ‘Objects of the Offer’ on page 119.

Details of ICRA Limited are set out below:

ICRA Limited
Electric Mansion, 3F, Appasaheb Marathe Marg,
Prabhadevi, Mumbai-400025, India
Contact person: Mr. L. Shivakumar
Telephone: 022 61693300
Fax No: 022 24331390
E-mail: [email protected]
Website: www.icra.in
SEBI Registration Number: INZ000169335

Appraising Entity

None of the objects for which the Net Proceeds will be utilised have been appraised by any agency.

Credit Rating

As this is an Issue of Equity Shares, there is no credit rating required for the Issue.

Debenture Trustee

As this is an Issue of Equity Shares, the appointment of a debenture trustee is not required.

Green Shoe Option

No green shoe option is contemplated under the Issue.

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Changes in auditors

There have been no changes in our statutory auditor in the three years preceding the date of this Red Herring
Prospectus.

Designated Intermediaries

Self-Certified Syndicate Banks

The banks registered with SEBI, which offer the facility of ASBA services in relation to ASBA, where the Bid
Amount will be blocked by authorising an SCSB, a list of which is available on the website of SEBI at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes and updated from time to time and at
such other websites as may be prescribed by SEBI from time to time.

A list of the Designated SCSB Branches with which an ASBA Bidder (other than a RII using the UPI Mechanism),
not Bidding through Syndicate / Sub Syndicate or through a Registered Broker, RTA or CDP may submit the
ASBA Forms, is available at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=34 and at such other
websites as may be prescribed by SEBI from time to time.

Further, the branches of the SCSBs where the Designated Intermediaries could submit the ASBA Form(s) of
Bidders (other than RIBs) is provided on the website of SEBI at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=35 which may be
updated from time to time or at such other website as may be prescribed by SEBI from time to time. Details of
nodal officers of SCSBs, identified for Bids made through the UPI Mechanism, are available at www.sebi.gov.in.

Self-Certified Syndicate Banks eligible as Issuer Banks for UPI Mechanism

The list of SCSBs through which Bids can be submitted by RIBs using the UPI Mechanism, including details such
as the eligible Mobile Apps and UPI handle which can be used for such Bids, is available on the website of the
SEBI at https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=40 and
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=43, which may be
updated from time to time or at such other website as may be prescribed by SEBI from time to time.

Applications through UPI in the Issue can be made only through the SCSBs mobile applications (apps) whose
name appears on the SEBI website. A list of SCSBs and mobile application, which, are live for applying in public
issues using UPI mechanism is appearing in the “list of mobile applications for using UPI in public issues”
displayed on the SEBI website. Details of nodal officers of SCSBs, identified for Bids made through the UPI
Mechanism, are available at www.sebi.gov.in.

Syndicate SCSB Branches

In relation to Bids (other than Bids by Anchor Investor) submitted under ASBA process to a member of the
Syndicate, the list of branches of the SCSBs at the Specified Locations named by the respective SCSBs to receive
deposits of Bid cum Application Forms from the members of the Syndicate is available on the website of the SEBI
(https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=35) as updated from
time to time. For more information on such branches collecting Bid cum Application Forms from the Syndicate
at Specified Locations, see the website of the SEBI
(https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=35) or any such other
website as may be prescribed by SEBI from time to time.

104 | P a g e
Registered Brokers

The list of the Registered Brokers eligible to accept ASBA forms, including details such as postal address,
telephone number and e-mail address, is provided on the websites of the Stock Exchanges at www.bseindia.com
and www.nseindia.com, respectively, as updated from time to time.

Registrar and Share Transfer Agents

The list of the RTAs eligible to accept ASBA Forms at the Designated RTA Locations, including details such as
address, telephone number and e-mail address, is provided on the websites of Stock Exchanges at
http://www.bseindia.com/Static/Markets/PublicIssues/RtaDp.aspx?and
http://www.nseindia.com/products/content/equities/ipos/asba_procedures.htm, respectively, as updated from time
to time.

Collecting Depository Participants

The list of the CDPs eligible to accept ASBA Forms at the Designated CDP Locations, including details such as
name and contact details, is provided on the websites of BSE at
http://www.bseindia.com/Static/Markets/PublicIssues/RtaDp.aspx? and on the website of NSE at
http://www.nseindia.com/products/content/equities/ipos/asba_procedures.htm, as updated from time to time.

Experts

Except as stated below, our Company has not obtained any expert opinions:

Our Company has received written consent dated March 14, 2023 from M/s. Rishi Kapoor & Co., Chartered
Accountants, holding a valid peer review certificate from ICAI, to include their name as required under Section
26 of the Companies Act, 2013 read with SEBI ICDR Regulations, in this Red Herring Prospectus and as an
“expert” as defined under Section 2(38) of the Companies Act, 2013 to the extent and in their capacity as our
Statutory Auditor, and in respect of their (i) examination report on our Restated Consolidated Financial Statements
dated July 27, 2023 on our Restated Consolidated Financial Statements; and (ii) the statement of special tax
benefits available to the Company and its shareholders dated July 27, 2023, included in this Red Herring
Prospectus and such consent has not been withdrawn as on the date of this Red Herring Prospectus.

The term “experts” and consent thereof does not represent an expert or consent within the meaning under the U.S.
Securities Act.

Book Building Process

The book building, in the context of the Issue, refers to the process of collection of Bids from investors on the
basis of the Red Herring Prospectus and the Bid cum Application Forms and the Revision Forms within the Price
Band. The Price Band and the minimum Bid Lot will be decided by our Company and selling shareholder, in
consultation with the Book Running Lead Manager, and shall be advertised in all editions of Business Standard,
an English national daily newspaper and all editions of Business Standard, a Hindi national daily newspaper,
Pratah Kiran, a local daily newspaper in Delhi, where our Registered Office is located, each with wide circulation,
at least two Working Days prior to the Bid/Issue Opening Date and shall be made available to the Stock Exchanges
for the purpose of uploading on their respective websites. The Issue Price shall be determined by our Company in
consultation with the BRLM after the Bid/ Issue Closing Date. For details, see “Issue Procedure” beginning on
page 478.

105 | P a g e
All Bidders, except Anchor Investors, are mandatorily required to use the ASBA process for participating
in the Issue by providing details of their respective ASBA Account in which the corresponding Bid Amount
will be blocked by SCSBs. In addition to this, the RIBs may participate through the ASBA process by either
(a) providing the details of their respective ASBA Account in which the corresponding Bid Amount will be
blocked by the SCSBs; or (b) through the UPI Mechanism. Anchor Investors are not permitted to
participate in the Issue through the ASBA process.

In accordance with the SEBI ICDR Regulations, QIBs and Non-Institutional Bidders 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 Investors Bidding in the Retail Portion can revise their Bids during the
Bid/Issue Period and withdraw their Bids until the Bid/Issue Closing Date. Further, Anchor Investors
cannot withdraw their Bids after the Anchor Investor Bid/ Issue Period. Allocation to QIBs (other than
Anchor Investors) and Non-Institutional Bidders will be on a proportionate basis while Allocation to the
Anchor Investors will be on a discretionary basis.
The process of Book Building under the SEBI ICDR Regulations and the Bidding Process are subject to
change from time to time and the investors are advised to make their own judgment about investment
through this process prior to submitting a Bid in the Issue.

Bidders should note that the Issue is also subject to obtaining (i) filing of the Prospectus by our Company with
the RoC; and; and (ii) our Company obtaining final listing and trading approvals from the Stock Exchanges, which
our Company shall apply for post-Allotment

For Further details on the method and procedure for Bidding see “Issue Structure” and “Issue Procedure”
beginning on pages 473 and 478 respectively.

Illustration of Book Building and Price Discovery Process

For further details on the method and procedure for Bidding and book building process and the price discovery
process, see “Issue Structure” and “Issue Procedure” beginning on pages 473 and 478, respectively.

Underwriting Agreement(s)

After the determination of the Issue Price and allocation of Equity Shares, but prior to the filing of the Prospectus
with the RoC, our Company shall enter into an Underwriting Agreement with the Underwriters for the Equity
Shares offered in the Issue. The extent of underwriting obligations and the Bids to be underwritten in the Issue
shall be as per the Underwriting Agreement. The Underwriting Agreement will be dated [●]. Pursuant to the terms
of the Underwriting Agreement, the obligations of each of the Underwriters will be several and will be subject to
certain conditions specified therein.

The Underwriters have indicated their intention to underwrite the following number of Equity Shares:

(This portion has been intentionally left blank and will be completed before filing the Prospectus with the RoC.).
(Rs. In Lakhs)
Name, address, telephone and e- Indicative number of Equity
Amount Underwritten
mail of Underwriters Shares to be Underwritten
[●] [●] [●]

The above-mentioned underwriting commitments are indicative and will be finalised after determination of Issue
Price and Basis of Allotment and subject to the provisions of Regulation 40(2) of the SEBI ICDR Regulations.

In the opinion of our Board (based on representations made to our Company by the Underwriters), the resources
of the aforementioned Underwriters are sufficient to enable them to discharge their respective underwriting

106 | P a g e
obligations in full. The aforementioned Underwriters are merchant bankers registered with our Board or stock
brokers registered with the Stock Exchanges. Our Board, at its meeting held on [●], has accepted and entered into
the Underwriting Agreement mentioned above on behalf of our Company.

Allocation among the Underwriters may not necessarily be in proportion to their underwriting commitment set
forth in the table above.

Notwithstanding the above table, the Underwriters shall be severally responsible for ensuring payment with
respect to the Equity Shares allocated to investors respectively procured by them in accordance with the
Underwriting Agreement. In the event of any default in payment, the respective Underwriter, in addition to other
obligations defined in the Underwriting Agreement, will also be required to procure subscribers for or subscribe
the Equity Shares to the extent of the defaulted amount in accordance with the Underwriting Agreement. The
Underwriting Agreement has not been executed as on the date of this Red Herring Prospectus and will be executed
after determination of the Issue Price and allocation of Equity Shares, but prior to the filing of the Prospectus with
the RoC. The extent of underwriting obligations and the Bids to be underwritten in the Offer shall be as per the
Underwriting Agreement.

107 | P a g e
 CAPITAL STRUCTURE

The Equity Share capital of our Company, as on the date of this Red Herring Prospectus, is set forth below:
(Rs. In lakhs except share data)
Sr. Aggregate Value
Particulars
No Face Value Issue Price
A Authorised Share Capital
6,00,00,000 Equity Shares of face value of Rs. 10/- each 6,000.00 -

B Issued, Subscribed and Paid Up Share Capital before the Issue

4,86,00,000 fully paid up Equity Shares of face value of Rs. 10/- each 4,860.00 -

C Present Issue in terms of this Red Herring Prospectus*

[●] Equity Shares of face value of Rs. 10/- each at a premium of Rs. [●]/-
[●] [●]
per Equity Share(1)(2)
Of which:
Fresh Issue of up to [●] Equity Shares of face value of Rs. 10/- each at a
[●] [●]
premium of Rs. [●]/- per Equity Shares
Offer for Sale of up to 82,94,118(3) Equity Shares of face value of Rs. 10/-
829.41 [●]
each at a premium of Rs. [●]/- per Equity Share

D Issued, Subscribed and Paid Up Share Capital after the Issue*

[●] Equity Shares of face value of Rs. 10/- each [●]

E Securities Premium Account

Before the Issue as of March 31, 2023 75.00
After the Issue [●]
*To be updated upon finalization of the Issue Price.
(1)
The Issue has been authorized pursuant to a resolution of our Board dated March 14, 2023 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 March 15, 2023.
(2)
Our Company has, in consultation with the BRLM, undertaken a Pre-IPO Placement of 16,00,000 Equity Shares
at an issue price of Rs. 211 per Equity Share (including a premium of Rs. 201 per Equity Share) aggregating
Rs.3,376.00 Lakhs. The size of the Fresh Issue of up to Rs. 18,000.00 Lakhs has been reduced by Rs. 3,376.00
Lakhs pursuant to the Pre-IPO Placement and the revised size of the Fresh Issue is up to Rs.14,624.00 Lakhs. For
risk regarding apprehension/concerns of the listing of our Equity Shares on the Stock Exchanges see ‘Risk Factors
- There is no guarantee that our Equity Shares will be listed on the BSE and the NSE in a timely manner or at all’
on page 75.
(3)
The Selling Shareholder has consented to participate in the Offer for Sale pursuant to his consent letter, dated
March 14, 2023 for 82,94,118 Equity Shares. For further details of authorizations received for the Offer for Sale,
see “Other Regulatory and Statutory Disclosures” on page 456.
Class of Shares
The Company has single classes of share capital i.e. Equity Shares of face value of Rs. 10/- each. All Equity
Shares issued are fully paid-up. Our Company does not have any outstanding convertible instruments as on the
date of this Red Herring Prospectus.

108 | P a g e
 Changes in the authorised share capital of our Company
For details of the changes to the authorised share capital of our Company in the past 10 years, see “History and
Certain Corporate Matters-Amendments to our Memorandum of Association” on page 273.
1. Notes to the Capital Structure:

a) Equity Share Capital History:

The following table sets forth details of the history of the Equity Share capital of our Company:
No. of Nature of Cumulative Cumulative
Date of Face Issue Nature of
Shares Considerati No. of Paid up
Allotment Value Price Allotment
Allotted on Shares Capital
Upon
Subscription
Incorporatio 10,000 10 10 Cash 10,000 1,00,000
to MOA(1)
n#
Acquisition
July 01, Further of
49,90,000 10 10 50,00,000 5,00,00,000
2012 Issue(2) Partnership
firm
March 30, Further
50,00,000 10 10 Cash 1,00,00,000 10,00,00,000
2013 Issue(3)
March 31, Further
15,00,000 10 10 Cash 1,15,00,000 11,50,00,000
2014 Issue(4)
March 31, Further
2,50,000 10 40 Cash 1,17,50,000 11,75,00,000
2017 Issue(5)
Consideratio
March 23, $ Bonus
3,52,50,000 10 - n other than 4,70,00,000 47,00,00,000
2023 Issue(6)
cash
July 18, Private
16,00,000 10 211 Cash 4,86,00,000 48,60,00,000
2023 Placement(7)
#
Shares was subscribed to Initial Subscriber to Memorandum of Association on incorporation.
$
As on March 23, 2023, the Company has issued bonus shares to the existing shareholders of the Company in the
ratio of 3:1.
All the above-mentioned shares are fully paid up since the date of allotment.
Notes:
(1) Allotment of 7,500 Equity Shares to Ramveer Singh, 2,500 Equity Shares to Ashish Tomar.
(2) Allotment of 47,40,500 Equity Shares to Ramveer Singh, 2,49,500 Equity Shares to Satish Kumar upon
acquisition of partnership firm namely “Satish Kumar” vide business agreement dated June 30, 2012.
(3) Allotment of 50,00,000 Equity Shares to Ramveer Singh.
(4) Allotment of 15,00,000 Equity Shares to Ramveer Singh.
(5) Allotment of 2,50,000 Equity Shares to Sumit Construction Private Limited.
(6) Allotment of 3,44,77,500 Equity Shares to Ramveer Singh, 7,500 Equity Shares to Ashish Tomar, 7,50,000
Equity Shares to Sumit Construction Private Limited, 3,750 Equity Shares to Kritika Tomar, 3,750 Equity
Shares to Gajendra Parihar, 3,750 Equity Shares to Sakshi Tomar Parihar and 3,750 Equity Shares to
Nirmala Tomar.
(7) Allotment of 10,000 Equity Shares to Ravindra Kumar HUF, 25,000 Equity Shares to V. Nitin, 10,000 Equity
Shares to U Anuradha, 10,000 Equity Shares to Hulas Chand Lalwani, 10,000 Equity Shares to Sushil Kumar
Chhajed, 10,000 Equity Shares to Rishab Kankaria HUF, 10,000 Equity Shares to Rajni Madanlal Bothra,
40,000 Equity Shares to Amita Jain, 30,000 Equity Shares to Muskan Kankaria, 25,000 Equity Shares to
Nikita Katta, 10,000 Equity Shares Arvind Lalwani HUF, 10,000 Equity Shares to Hulaschand Rajesh Kumar
HUF, 10,000 Equity Shares to Santosh Devi Lalwani, 23,000 Equity Shares to Manojkumar Ashokkumar
Kankaria, 20,000 Equity Shares to Akshat S Luniya, 25,000 Equity Shares to Abhishek Premnarayan Parwal
HUF, 25,000 Equity Shares to Shaleen Khemani, 10,000 Equity Shares to Harshika Jain, 10,000 Equity

109 | P a g e
 Shares to Rajesh Lalwani, 10,000 Equity Shares Nilesh Lalwani, 12,500 Equity Shares to Vrinda Aggarwal,
12,500 Equity Shares to Trisha Aggarwal,10,000 Equity Shares to Ankur Bhupendra Shah, 20,000 Equity
Shares to Anila Jain, 20,000 Equity Shares to Arun Kumar Jain, 10,000 Equity Shares Sumit Kumar Gupta,
25,000 Equity Shares to Rajesh Kumar Jain, 10,000 Equity Shares to Kshitiz Jain, 10,000 Equity Shares to
Sangeetha Jain, 25,000 Equity Shares to Priti Gupta, 10,000 Equity Shares to Rajeev Kohli, 10,000 Equity
Shares to Gaurav Shanker, 10,000 Equity Shares to Rachna Kohli, 10,000 Equity Shares to Naresh Kumar
Bansal, 50,000 Equity Shares to Vikas Gupta, 20,000 Equity Shares to Ritu Goel, 10,000 Equity Shares to
Bal Kishan Saraf, 10,000 Equity Shares to Aakash Agarwal. 15,000 Equity Shares to Umesh Aggarwal,
25,000 Equity Shares to Mukesh Jain, 21,000 Equity Shares to Kapil Garg, 10,000 Equity Shares to Baij
Nath Gupta, 10,000 Equity Shares to Anuradha Gupta, 10,000 to Equity Shares to Capriso Finance Limited,
10,000 Equity Shares to Pooja Rajgarhia, 10,000 Equity Shares to Tribhuwan Nath Chaturvedi, 10,000
Equity Shares to Kaushal Bindlish, 12,500 Equity Shares to Mukesh Goel, 25,000 Equity Shares to Sunil Jain,
10,000 Equity Shares to Chaturbhuj Bardia, 11,000 Equity Shares to Nidhi Agarwal, 50,000 Equity Shares
to Shikha Garg, 22,000 Equity Shares to Sangitha, 10,000 Equity Shares to Manjula Bhansali, 15,000 Equity
Shares to Premlatha P, 30,000 Equity Shares to Manish Garg, 10,000 Equity Shares to Nilesh V Parekh,
10,000 Equity Shares to Niraj Lalwani, 27,500 Equity Shares to Saroj Devi Mandholia, 10,000 Equity Shares
to Devika Garg, 10,000 Equity Shares to Arya Gupta, 25,000 Equity Shares to Sygnific Corporate Solutions
Pvt Ltd, 17,500 Equity Shares to Jagdish Prasad Mandholia, 25,000 Equity Shares to Utsav Kumar
Mandholia, 35,000 Equity Shares to Ritika Mandholia, 10,000 Equity Shares to Priyanka Kumari, 13,000
Equity Shares to Arpit Dokania, 12,500 Equity Shares to IESOUS Marketing Private Limited, 10,000 Equity
Shares to Jambukumar, 10,000 Equity Shares to Misthy Garg, 12,000 Equity Shares to Ajay Kumar Gupta,
10,000 Equity Shares to Anuj Anand, 10,000 Equity Shares to Ram Niwas Saini, 10,000 Equity Shares to
Amit Saini, 11,000 Equity Shares to Naresh J Shroff HUF, 10,000 Equity Shares to Ekta Shukla, 11,000
Equity Shares to Amita N Shroff, 11,000 Equity Shares to Neeta Pradeep Shroff, 11,000 Equity Shares to
Naresh Jaiprakash Shroff, 10,000 Equity Shares to Daksh Agarwal, 10,000 Equity Shares to Ankita Mantri,
10,000 Equity Shares to Gunjan Daga, 10,000 Equity Shares to Anuj Rathi, 10,000 Equity Shares to Urban
Botanics Private Limited, 10,000 Equity Shares to Suraj Jain, 72,000 Equity Shares to Mandholia Developers
Private Limited, 10,000 Equity Shares to Dilipkumar Shah HUF, 10,000 Equity Shares to Mohit Goel, 10,000
Equity Shares to Mayank Aggarwal, 5,000 Equity Shares to Ashish Garg, 10,000 Equity Shares to Sonika
Chauhan, 50,000 Equity Share to Gauravrajsingh Vijaysingh Rathore, 10,000 Equity Shares to Nirmala Devi
Lalwani, 10,000 Equity Share to Anita Bansal, 10,000 Equity Shares to Anuj Sahny, 80,000 Equity Shares to
Bima Pay Technology Pvt Ltd and 17,000 Equity Shares to Kanhaiya Lal Rathi.

b) Preference Share Capital

As on the date of this Red Herring Prospectus, our Company does not have any Preference Share Capital.
2. Issue of Equity Shares for consideration other than cash:
Except as set out below, our Company has not issued Equity Shares for consideration other than cash.
Date of Reason of No. of Equity Face Value Issue Price Benefits
Allotment Allotment Shares (Rs. (Rs.) accrued to our
Allotted Company
Bonus issue in
March 23, 2023 the ratio of 3,52,50,000 10 - -
3:1*(1)
*These allotment of equity shares has been made out of reserves & surplus available for distribution to
shareholders and no part of revaluation reserve has been utilized for the purpose.
Notes:
(1)
Allotment of 3,44,77,500 Equity Shares to Ramveer Singh, 7,500 Equity Shares to Ashish Tomar, 7,50,000 Equity
Shares to Sumit Construction Private Limited, 3,750 Equity Shares to Kritika Tomar, 3,750 Equity Shares to
Gajendra Parihar, 3,750 Equity Shares to Sakshi Tomar Parihar and 3,750 Equity Shares to Nirmala Tomar.

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3. Issue of Equity Shares for consideration other than cash:
Except for the allotment of 3,52,50,000 Equity Shares through bonus issue made on March 23, 2023, Our
Company has not issued any Equity Shares at a price which may be lower than the Offer Price in the one year
preceding the date of this Red Herring Prospectus.

4. Our Company has not issued any Equity Shares out of its revaluation reserves since incorporation.

5. Our Company has not issued or allotted any Equity Shares pursuant to any schemes of arrangement approved
under Sections 391 to 394 of the erstwhile Companies Act, 1956 or Sections 230-234 of the Companies Act,
2013, as applicable.

6. Our Company has not issued any shares pursuant to an Employee Stock Option Scheme.

7. All transactions in Equity Shares by our Promoters and members of our Promoter group between the date of
filing of this Red Herring Prospectus and the date of closing of the Issue shall be reported to the Stock
Exchanges within 24 hours of such transactions.

8. History of build-up, Promoters’ contribution and lock-in of Promoters’ shareholding.

a) Build-up of the shareholding of our Promoters in our Company

As on the date of this Red Herring Prospectus, our Promoters, along with our Promoter Group hold
4,70,00,000 Equity Shares, equivalent to 96.71% of the issued, subscribed and paid-up Equity Share capital
of our Company. The details regarding the shareholding of our Promoters since incorporation of our Company
is set forth in the table below.
• Mr. Ramveer Singh

% of
Date of Number of Face Issue % of Pre-
Reason/Nature of Nature of Post-
Allotment Equity Value Price Issue
Allotment Consideration Issue
/Transfer Shares (Rs.) (Rs.) Capital
Capital$
Upon Initial Subscribers
7,500 Cash 10 10 0.02 [●]
Incorporation to the MOA
Further issue
pursuant to
takeover of
Other than
July 01, 2012 existing business 47,40,500 10 10 9.75 [●]
Cash
of partnership firm
“M/s Satish
Kumar”
March 30,
Further Issue 50,00,000 Cash 10 10 10.29 [●]
2013
March 31,
Further Issue 15,00,000 Cash 10 10 3.09 [●]
2014
Transfer of Equity
October 10,
Shares to Ms. (1,250) Gift 10 - Negligible [●]
2022
Kritika Tomar
Transfer of Equity
October 10,
Shares to Mr. (1,250) Gift 10 - Negligible [●]
2022
Gajendra Parihar
Transfer of Equity
October 10, Shares to Ms.
(1,250) Gift 10 - Negligible [●]
2022 Sakshi Tomar
Parihar
Transfer of Equity
October 10,
Shares to Ms. (1,250) Gift 10 - Negligible [●]
2022
Nirmala Tomar

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 Transfer of Equity
November
Shares from Ms. 2,49,500 Gift 10 - 0.51 [●]
14, 2022
Ram Kali
Bonus Issue in the
ratio of 3:1 i.e.
March 23, Other than
three (3) Equity 3,44,77,500 10 Nil 70.94 [●]
2023 Cash
Shares for one (1)
Equity Share
Total 4,59,70,000 94.59 [●]
$
Subject to finalisation of Basis of Allotment.
• Mr. Ashish Tomar

% of
Date of Number of Face Issue % of Pre-
Reason/Nature of Nature of Post-
Allotment Equity Value Price Issue
Allotment Consideration Issue
/Transfer Shares (Rs.) (Rs.) Capital
Capital$
Upon Initial Subscribers
2,500 Cash 10 10 Negligible [●]
Incorporation to the MOA
Bonus Issue in the
ratio of 3:1 i.e.
March 23, Other than
three (3) Equity 7,500 10 Nil 0.02 [●]
2023 Cash
Shares for one (1)
Equity Share
Total 10,000 0.03 [●]
$
Subject to finalisation of Basis of Allotment.

All the Equity Shares held by our Promoters were fully paid-up on the respective dates of acquisition of such
Equity Shares. Further, none of the Equity Shares held by our Promoters are pledged. As of the date of this Red
Herring Prospectus, 100% of Equity shares of our Promoters and members of Promoter Group are dematerialized.
None of the Promoters, members of the Promoter Group or the Directors and their relatives have purchased or
sold any securities of our Company during the period of six months immediately preceding the date of this Red
Herring Prospectus.

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

b) Shareholding of our Promoters and Promoter Group

The table below presents the current shareholding pattern of our Promoters and Promoter Group.

Pre – Issue Post – Issue

Sr. No. of % of Pre- % of Post-
Name of the Shareholder No. of Equity
No. Equity Issue Issue
Shares
Shares Capital Capital*
(I) (II) (III) (IV) (V) (VI)
Promoters
1 Ramveer Singh 4,59,70,000 94.59% 3,76,75,882* [●]

2 Ashish Tomar 10,000 0.02% 10,000 [●]

Promoters Group
1 Sumit Construction Private Limited 10,00,000 2.06% 10,00,000 [●]
2 Kritika Tomar 5,000 0.01 5,000 [●]
3 Gajendra Parihar 5,000 0.01 5,000 [●]
4 Sakshi Tomar Parihar 5,000 0.01 5,000 [●]
5 Nirmala Tomar 5,000 0.01 5,000 [●]
Total 4,70,00,000 96.71% 3,87,5,882 [●]
*excluding offer for sale portion of 82,94,118, subject to finalisation of basis of allotment.

112 | P a g e
c) Details of Promoter’s contribution and lock-in for 18 months

I. Pursuant to Regulations 14 and 16 of the SEBI ICDR Regulations, an aggregate of 20% of the post-Issue
Equity Share capital of our Company held by our Promoters shall be locked in for a period of 18 months
as minimum promoter’s contribution from the date of Allotment in the Issue (“Minimum Promoter’s
Contribution”) and the shareholding of the Promoters in excess of 20% of the fully diluted post-Issue
Equity Share capital shall be locked in for a period of six months from the date of Allotment.

The Net Proceeds are not proposed to be utilized for capital expenditure.

II. Details of the Equity Shares to be locked-in for 18 months from the date of Allotment in the Issue as
Minimum Promoter’s Contribution are set forth in the table below:

Name of Promoter: Mr. Ramveer Singh

Date up to
Number % of % of which
Date of Face Issue
of Equity Nature of Pre- Post- Equity
allotment/transfer Value Price
Shares Transaction Issue Issue
Shares are
of Equity Shares* (Rs.) (Rs.)
locked-in Capital Capital$
subject to
lock-in
[●] [●] [●] [●] [●] [●] [●] [●]
*Equity Shares allotted / transferred to our Promoter were fully paid-up at the time of allotment /transfer.
$ Subject to finalisation of Basis of Allotment.

Our Promoters have given consent to include such number of Equity Shares held by them as may, constitute 20%
of the post-Issue Equity Share capital of our Company as Minimum Promoter’s Contribution and has agreed not
to sell, transfer, charge, pledge or otherwise encumber in any manner the Minimum Promoter’s Contribution from
the date of filing this Red Herring Prospectus, until the expiry of the lock-in period specified above, or for such
other time as required under SEBI ICDR Regulations, except as may be permitted, in accordance with the SEBI
ICDR Regulations.

III. Our Company undertakes that the Equity Shares that are being locked-in are not and will not be, ineligible
for computation of Minimum Promoter’s Contribution in terms of Regulation 15 of the SEBI ICDR
Regulations. In this connection, our Company confirms the following:

a) The Equity Shares offered for Minimum Promoter’s Contribution do not include Equity Shares acquired
during the three immediately preceding years (i) for consideration other than cash, and revaluation of
assets or capitalisation of intangible assets, (ii) pursuant to a bonus issue out of revaluation reserves or
unrealised profits of our Company or from a bonus issue against Equity Shares, which are otherwise
ineligible for computation of Minimum Promoter’s Contribution;

b) The Minimum Promoter’s Contribution does not include any Equity Shares acquired during the
immediately preceding one year at a price lower than the price at which the Equity Shares are being
offered to the public in the Issue;

c) Our Company has not been formed by the conversion of one or more partnership firms or a limited
liability partnership firm except we have acquired the partnership business of partnership firm namely
“Satish Kumar” vide business takeover agreement dated June 30, 2012.

d) The Equity Shares forming part of the Minimum Promoter’s Contribution are not subject to any pledge;

e) All the Equity Shares held by our Promoters & Promoter Group are in dematerialised form.

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IV. Details of Equity Shares locked-in for six months:

In addition to the 20% of the fully diluted post-Issue shareholding of our Company held by the Promoters and
locked in for eighteen months as specified above and Equity Shares offered by the Selling Shareholder as part of
the Offer for Sale, the entire pre-Offer Equity Share capital of our Company will be locked-in for a period of six
months from the date of Allotment, including any unsubscribed portion of the Offer for Sale, in accordance with
Regulations 16(b) and 17 of the SEBI ICDR Regulations.

V. Details of Equity Shares locked-in for Anchor Investors:

There shall be a lock-in of 90 days on 50% of the Equity Shares allotted to the Anchor Investors from the date of
Allotment, and a lock-in of 30 days on the remaining 50% of the Equity Shares allotted to the Anchor Investors
from the date of Allotment.

Other requirements in respect of lock-in

Equity Share capital of our Company will be locked-in for a period of six months from the date of Allotment as
prescribed under the SEBI ICDR Regulations, except for (i) the Equity Shares transferred pursuant to the Offer
for Sale; (ii) any Equity Shares allotted to the employees of our Company, whether currently employees or not
and including the legal heirs or nominees of any deceased employees or ex-employees, under the ESOP Scheme
prior to the Offer; and (iii) any Equity Shares held by a VCF or Category I AIF or Category II AIF or FVCI, as
applicable, provided that such Equity Shares shall be locked in for a period of at least one year from the date of
purchase by such shareholders. Further, any unsold portion of the Equity Shares offered pursuant to the Offer for
Sale will be locked-in as required under the SEBI ICDR Regulations.

In terms of Regulation 22 of the SEBI ICDR Regulations, the Equity Shares held by the Promoters, which are
locked-in may be transferred to and amongst the members of the Promoter Group or to any 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 the Takeover Regulations, as applicable.

The Equity Shares held by the Promoters which are locked-in for a period of six months from the date of Allotment
as prescribed under the SEBI ICDR Regulations may be pledged only with scheduled commercial banks or public
financial institutions or Systemically Important NBFCs or housing finance companies, as collateral security for
loans granted by such banks or public financial institutions or Systemically Important NBFCs or housing finance
companies in terms of Regulation 21 of the SEBI ICDR Regulations.

However, the relevant lock in period shall continue post the invocation of the pledge referenced above, and the
relevant transferee shall not be eligible to transfer the Equity Shares till the relevant lock in period has expired in
terms of the SEBI ICDR Regulations.

In terms of Regulation 22 of the SEBI ICDR Regulations, the Equity Shares held by persons other than the
Promoters and locked-in for a period of six months from the date of Allotment as prescribed under the SEBI ICDR
Regulations in the Issue may be transferred to any other person holding the Equity Shares which are locked-in,
subject to continuation of the lock-in in the hands of transferees for the remaining period and compliance with the
Takeover Regulations.

Any unsubscribed portion of the Offered Shares would also be locked-in as required under the SEBI ICDR
Regulations.

114 | P a g e
 9. 9Shareholding Pattern of our Company:

The table below presents the shareholding pattern of our Company as on the date of this Red Herring Prospectus:

Cate Catego No. of No. No. No. of Total nos. Shareho Number of Voting Rights No. of Sharehol Number of Number Number
gory ry of shareho of of shares shares lding as held in each class of Shares ding, as locked in of of shares
Code shareh lders fully Par underly held a % of securities* Underl a% Shares** Shares held in
older paid tly ing total no. ying assumin pledged demateri
up pai Deposit of Outsta g full or alized
equit d ory shares nding conversi otherwis form
y up Receipt (calcula conver on of e
share equ s ted as tible converti encumb
s held ity per securiti ble ered
sha SCRR, es securitie
res 1957) No. of Voting Rights To (includ s (as a No. As N As
hel tal ing percenta (a) a o. a
As a %
d as Warra ge of % (a %
of
a nts) diluted of ) of
(A+B+C
% share tota tota
2)
of Capital) l l
(A As a % sha sha
+B res res
Class Class- Total of
+C hel hel
- (Prefer (A+B+C
) d d
(Equi ence) 2)
(B) (B)
ty)

VII=IV+ XI=VII XII

I II III IV V VI VIII IX X XIII XIV
V+VI +X

Promot
ers and 96.
4,70,0 4,70,00,0 4,70,0 4,70,0 4,70,00,0
(A) Promot 07 - - 96.71% - 71 - 96.71% - - - -
0,000 00 0,000 0,000 00
er %
Group

115 | P a g e
 3.2
16,00, 16,00,00 16,00, 16,00, 16,00,00
(B) Public 97 - - 3.29% - 9 - 3.29% - - - -
000 0 000 000 0
%

Non
Promot
(C) - - - - - - - - - - - - - - - - -
er- Non
Public

Shares
underly
(C1) - - - - - - - - - - - - - - - - -
ing
DRs

Shares
held by
(C2) Employ - - - - - - - - - - - - - - - - -
ee
Trusts

10
4,86,0 4,86,00,0 100.00 4,86,0 4,86,0 0.0 4,86,00,0
Total 104 - - - - 100.00 - - - -
0,000 00 % 0,000 0,000 0 00
%
*As on the date of this Red Herring Prospectus 1 Equity Share holds 1 vote. There is no voting right on the preference shares issued by our company.
**Shall be locked-in on or before filing of Prospectus with NSE, SEBI & RoC

116 | P a g e
10. The BRLM and their respective associates (as defined under the SEBI Merchant Bankers Regulations) do
not hold any Equity Shares as on the date of this Red Herring Prospectus. The BRLM and their respective
affiliates may engage in transactions with and perform services for our Company in the ordinary course of
business or may in the future engage in commercial banking and investment banking transactions with our
Company, for which they may in the future receive customary compensation.

11. Except for Mr. Ramveer Singh, Mr. Ashish Tomar, Ms. Kritika Tomar & Mr. Gajendra Parihar none of our
Directors or Key Managerial Personnel hold shares in our Company. For more details on shareholding, see
“Capital Structure – Shareholding of our Promoter and Promoter Group” on page 111-112.

12. Details of shareholding of the major Shareholders of our Company.

a. As on the date of this Red Herring Prospectus, our Company has One Hundred Four (104) equity
shareholders.

b. Set forth below are details of shareholders holding 1% or more of the pre-Issue paid-up Equity Share
capital of our Company as on the date of filing of this Red Herring Prospectus:

Pre-issue
Name of Shareholders
No. of Equity Shares % of Equity Shares Capital
Mr. Ramveer Singh 4,59,70,000 94.59
Sumit Constructions Private Limited 10,00,000 2.06

c. Set forth below are details of shareholders holding 1% or more of the pre-Issue paid-up Equity Share
capital of our Company as on 10 days prior to the date of filing of this Red Herring Prospectus:

Pre-issue
Name of Shareholders
No. of Equity Shares % of Equity Shares Capital
Mr. Ramveer Singh 1,14,92,500 94.59
Sumit Constructions Private Limited 2,50,000 2.06

d. Set forth below are details of shareholders holding 1% or more of the pre-Issue paid-up Equity Share
capital of our Company as on the date one year prior to the date of filing of this Red Herring Prospectus:

Pre-issue
Name of Shareholders
No. of Equity Shares % of Equity Shares Capital
Mr. Ramveer Singh 1,12,48,000 95.73
Sumit Constructions Private Limited 2,50,000 2.13

e. Set forth below are details of shareholders holding 1% or more of the pre-Issue paid-up Equity Share
capital of our Company as on the date two years prior to the date of filing of this Red Herring Prospectus:

Pre-issue
Name of Shareholders
No. of Equity Shares % of Equity Shares Capital
Mr. Ramveer Singh 1,12,48,000 95.73
Sumit Constructions Private Limited 2,50,000 2.13

13. There will be no further issue of capital, whether by way of issue of bonus shares, preferential allotment,
Right issue or in any other manner during the period commencing from the date of the Red Herring
Prospectus until the Equity Shares of our Company have been listed or application money unblocked on
account of failure of Issue. Further, except for the allotment of Equity Shares pursuant to the Issue and the
Pre-IPO Placement, if any, our Company does not intend to alter its capital structure within six months from
the date of opening of the Issue, by way of split / consolidation of the denomination of Equity Shares.
However, our Company may further issue Equity shares (including issue of securities convertible into Equity
Shares) whether preferential or otherwise after the date of the listing of equity shares to finance an

117 | P a g e
 acquisition, merger or joint venture or for regulatory compliance or such other scheme of arrangement or
any other purpose as our Board of Directors may deem fit, if an opportunity of such nature is determined by
the Board of Directors to be in the interest of our Company.

14. There are no outstanding options or convertible securities, including any outstanding warrants or rights to
convert debentures, loans or other instruments convertible into our Equity Shares as on the date of this Red
Herring Prospectus.

15. Our Company, Directors, and the BRLM have not entered any buy-back arrangement for the purchase of
Equity Shares of our Company.

16. There shall be only one denomination of the Equity Shares, unless otherwise permitted by law.

17. No person connected with the Issue, including but not limited to, our Company, the members of the
Syndicate, our Directors, Promoters or the members of our Promoter Group, shall offer in any manner
whatsoever any incentive, whether direct or indirect, in cash, in kind or in services or otherwise to any Bidder
for making a Bid.

18. As on the date of this Red Herring Prospectus none of the Equity Shares held by our Promoters and other
members of our Promoter Group are pledged or otherwise encumbered. Further, none of the Equity Shares
being offered for sale through the Offer for Sale are pledged or otherwise encumbered, as on the date of this
Red Herring Prospectus.

19. The Equity Shares are fully paid-up and there are no partly paid-up Equity Shares as on the date of this Red
Herring Prospectus.

20. The Equity Shares issued pursuant to the issue shall be fully paid-up at the time of Allotment, failing which,
no Allotment shall be made.

21. There are no outstanding warrants, options or rights to convert debentures, loans or other convertible
instruments into Equity Shares as on the date of this Red Herring Prospectus.

22. There will be no further issue of Equity Shares whether by way of issue of bonus shares, preferential
allotment, rights issue or in any other manner during the period commencing from filing of this Red Herring
Prospectus with SEBI until the Equity Shares have been listed on the Stock Exchanges.

23. None of our Promoters and members of our Promoter Group will submit Bids or otherwise participate in the
Offer.

24. Our Company shall ensure that any transactions in the Equity Shares by our Promoters and our Promoter
Group during the period between the date of filing of this Red Herring Prospectus with the Registrar of
Companies and the date of closure of the Offer shall be reported to the Stock Exchanges within 24 hours of
the transactions.

25. Our Company has not undertaken any public issue of securities or any rights issue of any kind or class of
securities since its incorporation.

26. There are no shareholders entitled with rights to nominate Directors or any other special rights.

27. As per AOA of the issuer Company, there are no special rights for nominee/nomination rights and
information rights are available to Promoters/Promoter Group/Shareholders that would continue post listing
except Promoters/Promoter Group/Shareholders may be deemed to be interested in rights attached to the
extent of their shareholding in the Company and there are no special rights available to the
Promoters/Shareholders which require any further action.

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 OBJECTS OF THE ISSUE

The Issue comprises of a Fresh Issue of [●] Equity Shares, aggregating up to Rs. 14,624.00 lakhs by our Company
and an Offer for Sale of up to 82,94,118 Equity Shares, aggregating up to Rs. [●] lakhs by Mr. Ramveer Singh
(“Promoter Selling Shareholder”). For details, please refer to the section entitled “The Issue” on page 88.

Offer for Sale

Our Company will not receive any proceeds from the Offer for Sale by the Promoter Selling Shareholder and the
proceeds received from the Offer for Sale will not form part of the Net Proceeds. The Promoter Selling
Shareholder will be entitled to the proceeds of the Offer for Sale after deducting his proportion of Issue expenses
and relevant taxes thereon.

Except for (i) listing fees and stamp duty payable on issue of Equity Shares pursuant to Fresh Offer which shall
be borne solely by the Company, (ii) the stamp duty payable on transfer of Offered Shares which shall be borne
solely by the Selling Shareholder, our Company and the Selling Shareholder shall share the costs and expenses
(including all applicable taxes in relation to such costs and expenses) directly attributable to the Offer (including
fees and expenses of the BRLM, legal counsel to the Company and other intermediaries, advertising and marketing
expenses (other than corporate advertisements expenses undertaken in the ordinary course of business by our
Company), printing, underwriting commission, procurement commission (if any), brokerage and selling
commission and payment of fees and charges to various regulators in relation to the Offer in proportion to the
number of Equity Shares issued and allotted by the Company through the Fresh Offer and sold by the Selling
Shareholder through the Offer for Sale.

Fresh Issue

The net proceeds of the Fresh Issue, i.e. gross proceeds of the Fresh Issue less the issue expenses apportioned to
our Company (“Net Proceeds”) are proposed to be utilised in the following manner:

i. Funding of working capital requirements of our Company; and

ii. General corporate purposes.

(Collectively referred as the “Objects”)

The main objects and objects incidental and ancillary to the main objects set out in our Memorandum of
Association enables us to (i) undertake our existing business activities; and (ii) to undertake activities proposed to
be funded from the Net Proceeds. Further, our Company expects to receive the benefits of listing of the Equity
Shares, including to enhancement of our visibility and our brand image among our existing and potential
customers as well as vendors and creation of a public market for our Equity Shares in India.

Fresh Net Issue Proceeds

The details of the proceeds of the Fresh Issue are set forth in the table below:

Sr. No. Particulars Amount (Rs. In Lakhs)

(1)
1 Gross Proceeds of the Fresh Issue Upto 14,624.00
2 Company’s share of Issue related Expenses [●]
Net Proceeds of the Fresh Issue* [●]
(1)
Our Company has, in consultation with the BRLM, undertaken a Pre-IPO Placement of 16,00,000 Equity Shares
at an issue price of Rs. 211 per Equity Share (including a premium of Rs. 201 per Equity Share) aggregating
Rs.3,376.00 Lakhs. The size of the Fresh Issue of up to Rs. 18,000.00 Lakhs has been reduced by Rs. 3,376.00
Lakhs pursuant to the Pre-IPO Placement and the revised size of the Fresh Issue is up to Rs.14,624.00 Lakhs. For

119 | P a g e
risk regarding apprehension/concerns of the listing of our Equity Shares on the Stock Exchanges see ‘Risk Factors
- There is no guarantee that our Equity Shares will be listed on the BSE and the NSE in a timely manner or at all’
on page 75.
*To be finalised upon determination of the Issue Price and to be updated in the Prospectus prior to filing with the
RoC.

Utilisation of Net Proceeds

We intend to utilise the Net Proceeds of the Fresh Issue (“Net Proceeds”) of Rs. [●] lakhs for financing the objects
as set forth below:
(Rs. In lakhs)
Sr. No. Particulars Amount
1 Funding working capital requirements of our Company 10,124.00
2 General Corporate Purpose(1))(2) [●]
Total [●]
(1)
To be determined on finalisation of the Issue Price and updated in the Prospectus. The amount utilised for
General Corporate Purposes shall not exceed 25% of the Gross Proceeds of the Fresh Issue.
(2)
Our Company has, in consultation with the BRLM, undertaken a Pre-IPO Placement of 16,00,000 Equity Shares
at an issue price of Rs. 211 per Equity Share (including a premium of Rs. 201 per Equity Share) aggregating
Rs.3,376.00 Lakhs. The size of the Fresh Issue of up to Rs. 18,000.00 Lakhs has been reduced by Rs. 3,376.00
Lakhs pursuant to the Pre-IPO Placement and the revised size of the Fresh Issue is up to Rs.14,624.00 Lakhs. For
risk regarding apprehension/concerns of the listing of our Equity Shares on the Stock Exchanges see ‘Risk Factors
- There is no guarantee that our Equity Shares will be listed on the BSE and the NSE in a timely manner or at all’
on page 75.

Proposed schedule of implementation and deployment of Net Proceeds

We propose to deploy the Net Proceeds for the aforesaid purposes in accordance with the estimated schedule of
implementation and deployment of funds set forth in the table below:
(Rs. in Lakhs)
Amount incurred till Balance deployment
Particulars Total Deployment
August 14, 2023 during FY 2023-24**
Working capital requirements
10,124.00 - 10,124.00
including margin money
General Corporate Purpose# [●] - [●]
Total $
[●] - [●]
#
To be finalised upon determination of Issue Price and updated in the Prospectus prior to filing with the RoC.
The amount shall not exceed 25% of the Net Proceeds.
**To the extent our Company is unable to utilize any portion of the Net Proceeds towards the Object, as per the
estimated schedule of deployment specified above; our Company shall deploy the Net issue Proceeds in the
subsequent Financial Years towards the Object.
$
Our Company has, in consultation with the BRLM, undertaken a Pre-IPO Placement of 16,00,000 Equity Shares
at an issue price of Rs. 211 per Equity Share (including a premium of Rs. 201 per Equity Share) aggregating
Rs.3,376.00 Lakhs. The size of the Fresh Issue of up to Rs. 18,000.00 Lakhs has been reduced by Rs. 3,376.00
Lakhs pursuant to the Pre-IPO Placement and the revised size of the Fresh Issue is up to Rs.14,624.00 Lakhs. For
risk regarding apprehension/concerns of the listing of our Equity Shares on the Stock Exchanges see ‘Risk Factors
- There is no guarantee that our Equity Shares will be listed on the BSE and the NSE in a timely manner or at all’
on page 75.

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Means of Finance

We propose to fund the requirements of the objects detailed above entirely from the Net Proceeds. Accordingly,
there is no requirement to make firm arrangements of finance to be made through verifiable means towards at
least 75% of the stated means of finance, excluding the amount to be raised through the Fresh Issue and the
proceeds from the Pre-IPO Placement and existing identifiable internal accruals as required under Regulation
7(1)(e) the SEBI ICDR Regulations.

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 economic and business conditions, timely completion
of the Issue, market conditions outside the control of our Company, and any other commercial considerations, the
remaining Net Proceeds shall be utilised (in part or full) in subsequent periods as may be determined by us, in
accordance with applicable laws.

The deployment of funds indicated above is based on internal management estimates, pending order book,
prevailing circumstances of our business, prevailing market conditions and other commercial factors, which are
subject to change. The deployment of funds described herein has not been appraised by any bank or financial
institution or any other independent agency. Our Company proposes to deploy the entire Net Proceeds towards
the aforementioned objects during Fiscal 2024. We may have to revise our funding requirements and deployment
from time to time on account of various factors, such as financial and market conditions, competition, business
and strategy, progress of projects, interest, fluctuations in the price of materials, and other external factors, which
may not be within the control of our management. This may entail rescheduling the proposed utilisation of the
Net Proceeds and changing the deployment of funds from its planned deployment at the discretion of our
management, subject to compliance with applicable law.

Our funding requirements and proposed deployment of the Net Proceeds are based on management estimates and
may be subject to change based on various factors, some of which are beyond our control. Any variation in the
utilization of the Net Proceeds or in the terms of the conditions as disclosed in this Red Herring Prospectus would
be subject to certain compliance requirements, including prior shareholders’ approval.

In case of any surplus after utilisation of the Net Proceeds towards the aforementioned objects, we may use such
surplus towards general corporate purposes, provided that the total amount to be utilised towards general corporate
purposes does not exceed 25% of the gross proceeds of the Issue, in accordance with applicable law. Subject to
applicable laws, in the event of any variations in the actual utilisation of funds earmarked towards the objects set
forth above, any increased fund requirements for a particular object may be financed by surplus funds, if any,
available in respect of the other objects for which funds are being raised pursuant to The Issue. In case of a shortfall
in the Net Proceeds or any increase in the actual utilisation of funds earmarked for the Objects, our Company may
explore a range of options including utilizing our internal accruals and/or seeking additional debt from existing
and/or other lenders, subject to compliance with applicable law. Such alternate arrangements would be available
to fund any such shortfalls.

DETAILS OF THE FUND REQUIREMENTS

The details in relation to objects of the Fresh Issue are set forth herein below:

1. Funding working capital requirements of our Company

Our business is working capital intensive and we fund the majority of our working capital requirements in the
ordinary course of our business from our internal accruals, net worth, financing from various banks and unsecured
loans, if any. As on March 31, 2023, our Company has total sanctioned limit of working capital facilities of fund-

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based of Rs. 2,600.00 Lakhs and Non Fund-based limits of Rs.34,650.00 Lakhs, and has utilized only Non Find-
based limits of Rs. 25,173.00 Lakhs on a Consolidated basis. For further details, please refer to the chapter titled
“Financial Indebtedness” beginning on page 402.

The details of our Company’s consolidated working capital requirements, based on audited financial for the
Fiscals 2023, Fiscal 2022 & Fiscal 2021 and based on projected financial for the Fiscal 2024 & Fiscal 2025.
Further the source of funding of the same are provided in the table below:

A) Existing Working Capital:

The details of the Company’s working capital as at March 31, 2023, March 31, 2022 and March 31, 2021 and the
source of funding, derived from the restated consolidated audited financial statements of our Company, on the
basis of Certificate dated August 14, 2023 issued by our Statutory Auditor M/s Rishi Kapoor & Company,
Chartered Accountants, are provided in the table below:
(Rs. In Lakhs)

Fiscal 2023 Fiscal 2022 Fiscal 2021

Particulars
(Audited) (Audited) (Audited)

Current Assets
Inventories 10,475.91 5,412.85 3,542.93
Trade Receivables 12,354.17 15,782.27 9,328.59
Others Financial Assets 9863.76 8,313.98 8,354.14
Other Current Assets 4066.59 2,974.40 2,002.26
Total Current Assets (A) 36,760.43 32,483.50 23,227.92

Current Liabilities
Trade Payables 1,540.49 4,301.34 4,030.25
Lease Liabilities 0.00 6.29 35.84
Others Financial Liabilities 3677.32 4,015.22 0.00
Short term provisions 1.62 1.86 1.54
Liabilities for current tax (Net) 35.43 392.21 1,529.29
Other Current Liabilities 2693.93 2,138.41 1,011.73
Total Current Liabilities (B) 7,948.79 10,855.33 6,608.65
Total Working Capital Requirements
28,811.64 21,628.17 16,619.27
(A-B)
Funding Pattern
Working Capital Funding from Banks
- - -
and Financial Institutions
Internal Accruals and Loans 28,811.64 21,628.17 16,619.27

Holding Period (Number of Days)

Fiscal 2022 Fiscal 2021

Particulars Fiscal 2023 (Audited)
(Audited) (Audited)

Inventories 93 81 62
Trade Receivables 84 160 103
Trade Payables 14 64 71

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B) Estimated Working Capital Requirements

Our Company proposes to utilize Rs. 10,124.00 lakhs of the Net Proceeds for our estimated working capital
requirements. The Rs. 10,124.00 lakhs will be utilized during in Fiscal 2024. The balance portion of our Company
working capital requirement, if any, shall be met from the working capital facilities availed/ to be availed and
internal accruals. The estimated working capital requirements, as approved by the Board pursuant to a resolution
dated August 14, 2023, and key assumptions with respect to the determination of the same are mentioned below.
Our Company’s estimated working capital requirements for Fiscal 2024 and Fiscal 2025 and the proposed funding
of such working capital requirements are as set out in the table below:
(Rs. in Lakhs)
Fiscal 2024 Fiscal 2025
Particulars
(Projected) (Projected)
Current Assets
Inventories 12,873.19 17,012.98
Trade Receivables 23,013.70 29,589.04
Other Financial Assets 12,500.00 12,500.00
Other Current Assets 9500.00 12,500.00
Total Current Assets (A) 57,886.89 71,602.02

Current Liabilities
Trade Payables 2,021.92 2,671.23
Liabilities for current tax (Net) 100.00 120.00
Others Financial Liabilities 500.00 500.00
Short term provisions 1.50 1.50
Other Current Liabilities 1998.50 2048.50
Total Current Liabilities (B) 4,621.92 5,341.23
Total Working Capital Requirements (A-B) 53,264.97 66,260.79
Funding Pattern
Working Capital Funding from Banks and Financial
2,700.00 2,700.00
Institutions

Pre-IPO Proceeds 3,376.00

Proposed Working Capital to be funded from IPO 10,124.00 -

Internal Accruals and Net-Worth 37,064.97 63,560.79

*Internal accruals and equity as per the audited consolidated financials of the Company for the Fiscal ended is
Rs. 48,993.89 Lakhs.

Pursuant to the certificate dated August 14, 2023 issued by the Statutory Auditor M/s Rishi Kapoor & Company,
Chartered Accountants on the working capital projections vide UDIN number 23455362BGURTS1823.

The working capital projections made by the Company are based on certain key assumptions, as set out
below:

Estimated Holding period (Number in Days):

Fiscal 2024 Fiscal 2025

Particulars
(Projected) (Projected)
Inventories 95 95
Trade Receivables 120 120
Trade Payables 15 15

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Key justifications for holding levels:

Sr.
Particulars Assumptions
No.
Current Assets
Inventories include raw materials and work in progress. The historical holding
days of inventories (calculated as closing inventory on balance sheet date
1 Inventories divided by revenue from operations over 365 days) has been in range 62 to 93
days during the last three financial years. Company estimates inventories
holding days to be around 95 days in Fiscal 24 and Fiscal 25.
The historical holding days of trade receivables (calculated as closing trade
receivables divided by revenue from operations over 365 days) has been in the
range of 103 days in Fiscal 2021 to 84 days in Fiscal 2023. As per the current
2 Trade Receivables
credit terms of the company & prevalent trend in business of the company, the
holding level for debtors anticipated at 120 days of total revenue from
operations during Fiscal 24 and Fiscal 25.
Other current assets majorly comprise of earnest money deposit, security
deposits, prepaid expenses, advance to suppliers and balances with
3 Other current assets
statutory/governmental authorities. We expect the growth in other assets to be
in line with the expected growth in business.
Current Liabilities
Past trend of trade payable holding days (calculated as closing trade payables
as on balance sheet date divided by cost of revenue from operations over 365
5 Trade Payables days) has been in the range of 71 days in the Fiscal 2021 to 14 days in Fiscal
2023. However, our Company intends to maintain trade payable in the range
of 15 days for Fiscal 2024 and Fiscal 2025.
Other liabilities primarily include creditors other than suppliers, interest
accrued but not due, employee related liabilities, other expenses payable,
Other current
6 provision for expenses, current tax liabilities (net), advance received from
liabilities
customers, and statutory dues. We expect the growth in other liabilities to be
in line with the expected growth in business.

Key Justification for the projected Working Capital Requirements:

Our working capital requirements for the Fiscal 2023, 2022 & 2021 was Rs. 28,811.64 lakhs, Rs. 21,628.17 lakhs
& Rs. 16,619.27 lakhs, respectively and for the same period & fiscals our revenue has also increased.

The working capital has also increased by Rs. 24,453.33 lakhs or by 84.87% from Rs. 28,811.64 lakhs in March
31, 2023 to Rs. 53,264.97 lakhs in March 31, 2024, the main reason for increase in working capital requirements
is expected increase in revenue as per the robust order book of the Company, for the ‘order book’, kindly refer
page no. 225.

Now, we have estimated our working capital requirements for the Rs. 53,264.97 lakhs for March 31, 2024 and
Rs. 66,260.79 lakhs for the fiscal 2025 on basis of following assumptions:

- Robust Order Book: As on July 31, 2023, we are executing 18 ongoing projects aggregating into an
Order Book of Rs. 1,74,492.00 lakhs & 5 O&M projects aggregating into an Order Book of Rs. 9,928.00
Lakhs together total order book of Rs. 1,87,415.00 lakhs.

The above information also disclosed under the heading “Our Order Book” on the page no. 225.

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- To use margin money for guarantees: As part of our business and as is customary, we are required to
provide financial and performance bank guarantees in favour of our project clients under the respective
contracts for our projects. For our projects, we typically issue bank guarantees to the relevant authority
with whom the contractual arrangement has been entered into.

We require to lien some margin amount for guarantees to be issued in favour of our project clients under the
respective contracts for our projects.

- Future Order Book: we are continuously working on to increase our order book & for that we need
working capital to execute those projects, in case of allotment of LOI. Available working capital will
also provide us an strength to bid for major projects.

- Receivables: The company is engaged in government contractor business wherein realization of payment
from the clients taken some time as due to government department, verification of bill is done & demand
for the payment is made by the accounts department & then the payment releases so normally the debtors
period in this business falls between 90-120 days, however all the payment are totally secured, there are
no bad debts as all the projects are world bank funded so payment channel is very secure. Further apart
from this in this business, few amounts in respect of the testing and security remains hold by the
department for 2-3 years, depending on the tenure of the work allotted because testing is done once the
work gets completed, which is also completely secure, only takes more time to release.

2. General Corporate Purpose

Our We propose to utilise upto Rs. [●] Lakhs of the Net Proceeds towards general corporate purposes and the
business requirements of our Company as approved by the Board, from time to time, subject to such utilisation
for general corporate purposes not exceeding 25% of the gross proceeds from the Fresh Issue, in compliance with
the SEBI ICDR Regulations.

The general corporate purposes for which our Company proposes to utilise the Net Proceeds include, strategic
initiatives/ funding growth opportunities i.e. to enter any joint venture/partnership for any specific project, meeting
ongoing general corporate contingencies, capital expenditure in the ordinary course of business, business
development initiatives i.e. one time expenditure, research and development related to treatment of wastewater,
as may be approved by the Board & shareholders or a duly constituted committee thereof from time to time,
subject to compliance with applicable law, including provisions of the Companies Act. In the event our Company
is unable to utilise the Net Proceeds towards any of the objects of the Issue for any of the reasons as
aforementioned, our Company may utilise such Net Proceeds towards general corporate purposes, provided that
the aggregate amount deployed towards general corporate purposes shall not exceed 25% of the gross proceeds
from the Fresh Issue.

The quantum of utilisation of funds towards each of the above purposes will be determined by our Board, based
on the amount available under this head and the business requirements of our Company, from time to time. Our
Company’s management, in accordance with the policies of the Board, shall have flexibility in utilising surplus
amounts, if any. In the event that we are unable to utilise the entire amount that we have currently estimated for
use out of Net Proceeds in a Fiscal, we will utilise such unutilised amount(s) in the subsequent Fiscals.

Issue Related Expenses

The total expenses of the Issue are estimated to be approximately Rs. [●] Lakhs. The expenses of this Issue include,
listing fees, fees payable to the Book Running Lead Manager, legal counsel, Registrar to the Issue, Bankers to the
Issue, processing fee to the SCSBs brokerage and selling commission payable to the Syndicate, Registered
Brokers, SCSBs, RTAs and CDPs, printing and stationery expenses, advertising and marketing expenses and all
other incidental expenses for listing the Equity Shares on the Stock Exchanges.

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 Subject to applicable law, other than (a) the listing fees, audit fees of statutory auditors (to the extent not
attributable to the Issue), and expenses in relation to services or corporate advertisements, i.e., any corporate
advertisements consistent with past practices of the Company (other than the expenses relating to marketing and
advertisements undertaken in connection with the Issue), each of which will be borne solely by our Company; and
(b) the stamp duty payable on transfer of Offered Shares shall be borne solely by the Selling Shareholder (c) all
costs, fees and expenses with respect to the Issue will be shared amongst our Company and the Selling
Shareholder, on a pro-rata basis, in proportion to the number of Equity Shares, Allotted by the Company in the
Fresh Issue and sold by the Selling Shareholder in the Offer for Sale, upon the successful completion of the Issue.
Upon commencement of listing and trading of the Equity Shares on the Stock Exchanges pursuant to the Issue,
the Selling Shareholder shall, reimburse the Company for any expenses in relation to the Issue paid by the
Company on behalf of the Selling Shareholder. However, in the event that the Issue is withdrawn or not completed
for any reason whatsoever, all Issue related expenses will be borne by our Company.
The estimated Issue expenses are as under:
(Rs. in Lakhs)
As a % of total As a % of total
Estimated
Expenses estimated Issue Gross Issue
Expenses*
expenses* Proceeds*
Fees payable to BRLM (including underwriting
[●] [●] [●]
commission)
Advertising and marketing expenses [●] [●] [●]
Fees payable to the Legal Advisors to the Issue [●] [●] [●]
Fees to the Registrar to the Issue [●] [●] [●]
Fees payable to the Regulators including stock
[●] [●] [●]
exchanges
Printing and distribution of Issue stationary [●] [●] [●]
Brokerage and selling commission payable to
[●] [●] [●]
Syndicate2
Brokerage and selling commission payable to
[●] [●] [●]
Registered Brokers(2)(3)(4)
Processing fees to SCSBs for ASBA
Applications procured by the members of the
[●] [●] [●]
Syndicate or Registered Brokers and submitted
with the SCSBs(2)(3)(4)
Processing fees to Issuer banks for UPI
Mechanism w.r.t application Forms procured by
the members of the Syndicate, Registered [●] [●] [●]
Brokers, RTAs or the CDPs and submitted to
them(2)(3)(4)
Others (bankers to the Issue, auditor’s fees etc.) [●] [●] [●]
Total Estimated Issue Expenses [●] [●] [●]
*
To be determined on finalization of the Issue Price and updated in the Prospectus prior to filing with the RoC.

For Sub‐Syndicate Members, RTAs and CDPs

1. Selling commission payable to the SCSBs on the portion, RIBs and Non-Institutional Bidders which are
directly procured and uploaded by the SCSBs, would be as follows:

Portion for RIBs: 0.35% of the Amount Allotted* (plus applicable taxes)
Portion for Non-Institutional Bidders: 0.15% of the Amount Allotted* (plus applicable taxes)

*Amount Allotted is the product of the number of Equity Shares Allotted and the Issue) Price.

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 Selling Commission payable to the SCSBs will be determined on the basis of the bidding terminal id as
captured in the Bid Book of BSE or NSE.

No processing fees shall be payable by our Company to the SCSBs on the applications directly procured by
them.

Processing fees payable to the SCSBs on the RIB and Non-Institutional Bidders (excluding UPI Bids) which
are procured by the members of the Syndicate/sub-Syndicate/Registered Broker/RTAs/ CDPs and submitted
to SCSB for blocking, would be as follows:

Portion for RIB and Non-Institutional Bidders Rs. 10/- per valid application (plus applicable taxes)

Notwithstanding anything contained above the total processing fee payable under this clause will not exceed
Rs. 5.00 Lakhs (plus applicable taxes) and in case if the total processing fees exceeds Rs. 5.00 Lakhs (plus
applicable taxes) then processing fees will be paid on pro-rata basis.

2. The processing fees for applications made by Retail Individual Bidders, Eligible Employees and Non
Institutional Investors using the UPI Mechanism would be as follows:

Members of the Syndicate / RTAs / CDPs (uploading Rs. 30 per valid application (plus applicable taxes)
charges)
Sponsor Bank- HDFC Bank Limited Rs. 7.50 per valid application form* (plus
applicable taxes).

The Sponsor bank shall be responsible for making

payments to the third parties such as remitter
company, NPCI and such other parties as required
in connection with the performance of its duties
under applicable SEBI circulars, agreements and
other Applicable Laws
Sponsor Bank- Axis Bank Limited Rs. 7.50 per valid application form* (plus
applicable taxes).

The Sponsor bank shall be responsible for making

payments to the third parties such as remitter
company, NPCI and such other parties as required
in connection with the performance of its duties
under applicable SEBI circulars, agreements and
other Applicable Laws
*For each valid application by respective Sponsor Bank.

All such commissions and processing fees set out above shall be paid as per the timelines in terms of the
Syndicate Agreement and Escrow and Sponsor Company Agreement.

Notwithstanding anything contained above in this clause the total Uploading charges/ Processing fees for
applications made by RIBs (up to Rs. 200,000), Non-Institutional Bidders (for an amount more than Rs.
200,000 and up to Rs. 500,000) using the UPI Mechanism and Eligible Employee(s) using the UPI Mechanism
would not exceed Rs. 20,00,000 (plus applicable taxes) and in case if the total uploading charges/ processing
fees exceeds Rs. 20,00,000 (plus applicable taxes) then uploading charges/ processing fees using UPI
Mechanism will be paid on pro-rata basis (plus applicable taxes).

Uploading/Processing fees payable to the SCSBs for capturing Syndicate Member/Subsyndicate(Broker)/Sub-

broker code on the ASBA Form for Non-Institutional Bidders and Qualified Institutional Bidders with bids
above Rs. [●] would be Rs. [●] plus applicable taxes, per valid application. In case the total ASBA processing
charges payable to SCSBs exceeds Rs. [●] lakhs, the amount payable to SCSBs would be proportionately
distributed based on the number of valid applications such that the total ASBA processing charges payable
does not exceed Rs. [●] lakhs.

3. Selling commission on the portion for RIBs, Non-Institutional Bidders, which are procured by members of the
Syndicate (including their sub-Syndicate Members), RTAs and CDPs or for using 3-in-1 type accounts- linked

127 | P a g e
 online trading, demat & company account provided by some of the brokers which are members of Syndicate
(including their Sub-Syndicate Members) would be as follows:

1. Portion for RIBs: 0.35% of the Amount Allotted* (plus applicable taxes)
2. Portion for Non-Institutional Bidders: 0.15% of the Amount Allotted* (plus applicable taxes)

*Amount Allotted is the product of the number of Equity Shares Allotted and the Issue) Price.

4. Uploading Charge/processing Charges:

I. payable to members of the Syndicate (including their sub-Syndicate Members), on the applications made using
3-in-1 accounts, would be: Rs. 10 plus applicable taxes, per valid application bid by the Syndicate member
(including their sub-Syndicate Members).

II. Bid Uploading charges payable to the SCSBs on the portion of Non-Institutional Bidders (excluding UPI Bids)
which are procured by the members of the Syndicate/sub-Syndicate/Registered Broker/RTAs/ CDPs and
submitted to SCSB for blocking and uploading would be: Rs. 10 per valid application (plus applicable taxes).

Notwithstanding anything contained above the total uploading charges payable under this clause will not
exceed Rs. 2,00,000 (plus applicable taxes) and in case if the total uploading charges exceeds Rs 2,00,000
(plus applicable taxes) then uploading charges will be paid on pro-rata basis.

The Selling Commission payable to the Syndicate / Sub-Syndicate Members will be determined on the basis of
the application form number / series, provided that the application is also bid by the respective Syndicate /
Sub-Syndicate Member. For clarification, if a Syndicate ASBA application on the application form number /
series of a Syndicate / Sub-Syndicate Member, is bid by an SCSB, the Selling Commission will be payable to
the SCSB and not the Syndicate / Sub-Syndicate Member.

Bidding Charges payable to members of the Syndicate (including their sub-Syndicate Members), on the portion
for RIBs, Eligible Employees and Non-Institutional Bidders which are procured by them and submitted to
SCSB for blocking, would be as follows: Rs. 10 plus applicable taxes, per valid application bid by the Syndicate
(including their sub-Syndicate Members.

The selling commission and bidding charges payable to Registered Brokers the RTAs and CDPs will be
determined on the basis of the bidding terminal id as captured in the Bid Book of BSE or NSE.

All such commissions and processing fees set out above shall be paid as per the timelines in terms of the Syndicate
Agreement and Escrow and Sponsor Bank Agreement. Further, 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 on compliance with SEBI Circular no. SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30,
2022 and SEBI Master Circular no. SEBI/HO/MIRSD/POD1/P/CIR/2023/70 dated May 17, 2023 (to the extent
applicable).

The Issue expenses shall be payable in accordance with the arrangements or agreements entered into by our
Company with the respective Designated Intermediary.
Interim Use of Proceeds
Pending utilization of the Issue Proceeds for the Objects of the Issue described above, our Company shall deposit
the funds only in Scheduled Commercial Banks included in the Second Schedule of Reserve Bank of India Act,
1934. In accordance with Section 27 of the Companies Act, 2013, our Company confirms that, pending utilisation
of the proceeds of the Issue as described above, it shall not use the funds from the Issue Proceeds for any
investment in equity and/or real estate products and/or equity linked and/or real estate linked products.
Bridge Financing Facilities
Our Company has not raised any bridge loans from any banks or financial institutions as on the date of this Red
Herring Prospectus, which are proposed to be repaid from the Net Proceeds.

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Monitoring Utilization of Funds
In terms of Regulation 41 of the SEBI ICDR Regulations, prior to filing the Red Herring Prospectus with RoC,
we will appoint a monitoring agency to monitor the utilization of the Net Proceeds. Our Audit Committee and the
Monitoring Agency will monitor the utilisation of the Net Proceeds and the Monitoring Agency shall submit the
report required under Regulation 41(2) of the SEBI ICDR Regulation. Our Company undertakes to place the
report(s) of the Monitoring Agency on receipt before the Audit Committee without any delay. Our Company will
disclose the utilisation of the Net Proceeds, including interim use under a separate head in its balance sheet until
such time as the Net Proceeds remain unutilized, clearly specifying the purposes for which the Net Proceeds have
been utilised. Our Company will also, in its balance sheet for the applicable fiscal periods, provide details, if any,
in relation to all such Net Proceeds that have not been utilised, if any, of such currently unutilised Net Proceeds.
Pursuant to Regulation 32(3) and Part C of Schedule II, of the SEBI Listing Regulations, our Company shall, on
a quarterly basis, disclose to the Audit Committee the uses and applications of the Net Proceeds. The Audit
Committee shall make recommendations to our Board for further action, if appropriate. On an annual basis, our
Company shall prepare a statement of funds utilised for purposes other than those stated in this Red Herring
Prospectus and place it before the Audit Committee and make other disclosures as may be required until such time
as the Net Proceeds remain unutilised. Such disclosure shall be made only until such time that all the Net Proceeds
have been utilised in full. The statement shall be certified by the statutory auditors of our Company. Furthermore,
in accordance with Regulation 32(1) of the SEBI Listing Regulations, our Company shall furnish to the Stock
Exchanges on a quarterly basis, a statement indicating (i) deviations, if any, in the actual utilisation of the proceeds
of the Fresh Offer from the objects of the Fresh Offer as stated above; and (ii) details of category wise variations
in the actual utilisation of the proceeds of the Fresh Offer from the objects of the Fresh Offer as stated above. This
information will also be published in newspapers simultaneously with the interim or annual financial results and
explanation for such variation (if any) will be included in our Directors report, after placing the same before the
Audit Committee. This information will also be uploaded onto our website.
Variation in Objects
In accordance with Section 13(8) and Section 27 of the Companies Act, 2013 and applicable rules, our Company
shall not vary the Objects of the Issue without our Company being authorized to do so by the Shareholders by
way of a special resolution through postal ballot. In addition, the notice issued to the Shareholders in relation to
the passing of such special resolution (the “Postal Ballot Notice”) shall specify the prescribed details as required
under the Companies Act and applicable rules. The Postal Ballot Notice shall simultaneously be published in the
newspapers, one in English and one in the vernacular language of the jurisdiction where the Registered Office is
situated. Our Promoters or controlling Shareholders will be required to provide an exit opportunity to such
Shareholders who do not agree to the proposal to vary the Objects, at such price, and in such manner, as may be
prescribed by SEBI, in this regard.
Appraisal by Appraising Agency
None of the objects of the Fresh Issue for which the Net Proceeds will be utilized have been appraised by any
bank/ financial institution/any other agency.
Other Confirmations
No part of the Net Proceeds will be utilized by our Company as consideration to the Promoters, members of the
Promoter Group, the Directors, or Key Managerial Personnel. Our Company has not entered into or is not planning
to enter into any arrangement / agreements with the Promoter, the Directors, the Key Managerial Personnel in
relation to the utilization of the Net Proceeds of the Issue. Further, except in the ordinary course of business, there
is no existing or anticipated interest of such individuals and entities in the objects of the Fresh Issue as set out
above.
We confirm that the audited consolidated financial statements of our Company for past three full financial years
immediately preceding the date of filing of offer document have been provided on our website in accordance with
the ICDR Regulations.

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 BASIS OF ISSUE PRICE

The Price Band, Floor Price and Offer Price will be determined by our Company and the Selling Shareholder, in
consultation with the Book Running Lead Manager, on the basis of assessment of market demand for the Equity
Shares offered through the Book Building Process and on the basis of the quantitative and qualitative factors
described below. Investors should also refer to “Our Business”, “Risk Factors”, “Financial Statements” and
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” on pages 213, 32,
318 and 406, respectively, to have an informed view before making an investment decision.
Qualitative Factors
Some of the qualitative factors and our strengths which form the basis for the Issue Price are:

• In house designing, engineering and execution team;

• Strong order book of projects across India;
• Strong execution capabilities with industry experience and established track record;
• Experienced Promoters and Management Team
• Strong Financial Performance for the last 3 years:
(Rs. In Lakhs)
Particulars Fiscal 2023 Fiscal 2022 Fiscal 2021
Revenue from Operations 53,816.17 35,985.08 33,070.39
(1)
EBITDA 14,900.95 11,251.19 9,889.97
EBITDA margin as of revenue from operations (%)(2) 27.69 31.27 29.91
PAT 10,861.63 7,904.62 7,195.37
PAT margin (%)(3) 20.18 21.97 21.76
(1) EBITDA has been calculated as Restated profit before tax + finance cost + depreciation and amortization
less other income.
(2) EBITDA Margin = EBITDA/ Revenue from operations.
(3) PAT Margin=PAT/Revenue from operations.

For more details on qualitative factors, refer to chapter “Our Business-Our Strengths” on page no. 217.

Quantitative Factors

Some of the information presented below relating to our Company is derived from the Restated Consolidated
Financial Statements. For more details on financial information; investors please refer the chapter titled “Financial
Information” on page no. 318.

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 calculating the Issue Price are as follows:
1) Basic and Diluted Earnings / Loss per Share (“EPS”) as adjusted for changes in capital:

Basic & Diluted

For the Fiscal
EPS (in Rs.) Weights
2023 23.15 3
2022 62.27 2
2021 61.24 1
Weighted Average 42.54

Notes:
a) The face value of each Equity Share is Rs. 10 each.

b) Basic Earnings per share = Restated Consolidated total comprehensive income / Weighted average
number of equity shares outstanding during the period/year.

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 c) Diluted Earnings per share = Restated Consolidated total comprehensive income / Weighted average
number of potential equity shares outstanding during the period/year.

d) Weighted average = Aggregate of year-wise weighted EPS divided by the aggregate of weights i.e. (EPS
x Weight) for each year /Total of weights.

e) The above statement should be read in conjunction with Significant Accounting Policies and Notes to
Restated Consolidated Financial Statement of the “Financial Information” beginning on page no. 318.

2) Price/Earning (“P/E”) ratio in relation to price band of Rs. [●] to Rs. [●] per Equity Share:

P/E at the lower end of

P/E at the higher end of the
Particulars the Price Band (no. of
Price Band (no. of times)
times)
Based on basic and diluted EPS for Fiscal 2023 [●] [●]
Based on Weighted Average EPS [●] [●]

3) Industry Peer Group P/E ratio

Particulars P/E Ratio

Highest 13.86
Lowest 13.86
Average 13.86
Note: The highest and lowest industry P/E shown above is based on the peer set provided below under
“Comparison with listed industry peers”, listed peer includes VA Tech Wabag Limited only, which have been
identified by our Company.

P/E Ratio has been computed based on the closing market price of the equity shares of the peer group identified
above, as on August 11, 2023, on www.nseindia.com, divided by the Diluted EPS as on March 31, 2023.

4) Return on Net worth (RoNW)

For the Fiscals RoNW (%) Weight

2023 22.31 3
2022 20.79 2
2021 23.83 1
Weighted Average 22.06%

Notes:
a) Weighted average = Aggregate of year-wise weighted Net Worth divided by the aggregate of weights i.e.
[(Net Worth x Weight) for each year] / [Total of weights].

b) Return on Net Worth (%) = Total comprehensive income as restated /Net worth as restated as at period/year
end.

c) “Net worth” means the aggregate value of the paid-up share capital and all reserves created out of the profits
and securities premium account and debit or credit balance of profit and loss account, after deducting the
aggregate value of the accumulated losses, miscellaneous expenditure not written off, as per the restated
balance sheet, but does not include reserves created out of revaluation of assets, capital reserve, foreign
currency translation reserve, write-back of depreciation as on March 31, 2023, 2022 and 2021.

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5) Net Asset Value (NAV) (Face value of Rs. 10/-)

Financial Year NAV (Rs.)

NAV as at March 31, 2023 103.80
After the Offer:
- At the Floor price [●]
- At the Cap Price [●]
Notes:
a. Offer Price per Equity Share will be determined on conclusion of the Book Building Process.
b. Net asset value per share = Net worth as restated / Number of Equity Shares as at period/ year end

6) Comparison with Industry Peers

Total
Face EPS EPS NAV Per
income P/E RON
Particulars Value Basic Diluted Share
(Rs. in Ratio(2) (%)(4)
(Rs.) (Rs.) (Rs.) (Rs.)(5)
Lakhs )
Peer Group(1)
VA Tech Wabag Limited 3,01,408 2.00 36.87 36.87 13.86 0.69 253.20
The Issuer Company
EMS Limited$ 54,327.71 10.00 23.15 23.15 [●] 22.31 103.80
$
Restated Consolidated Financial Statement of our Company as on March 31, 2023, as disclosed on page no. 318.

Note:
1. The peer group figures based on audited consolidated financials as on and for the year ended March 31,
2023.

2. P/E figures for the peer is computed based on closing market price as on August 11, 2023, of relevant
peer companies as available at NSE, (available at www.nseindia.com) divided by Basic EPS for FY 2023
reported in the filings made with stock exchanges.

3. Based on the Offer Price to be determined on conclusion of book building process and the basic EPS of
our Company

4. Return on net worth (%) = Net profit after tax * 100 / Net worth at the end of the year

5. Net Asset value per share = Net worth at the end of the year / No. of shares outstanding at the end of year

The Issue Price of Rs. [●] has been determined by our Company and the Selling Shareholder, in consultation with
the BRLM, on the basis of the demand from investors for the Equity Shares through the Book-Building Process.
Our Company and the Selling Shareholder, in consultation with the BRLM, is justified of the Issue Price in view
of the above qualitative and quantitative parameters. Investors should read the abovementioned information along
with “Risk Factors”, “Our Business” and “Financial Information” beginning on pages 32, 213 and 318
respectively, to have a more informed view. The trading price of the Equity Shares could decline due to the factors
mentioned in “Risk Factors” or any other factors that may arise in the future and you may lose all or part of your
investments.

132 | P a g e
7) Key Operational and Financial Performance Indicators:

The KPIs disclosed below have been used historically by our Company to understand and analyze the business
performance, which in result, help us in analyzing the growth of various verticals in comparison to our peers.

The KPIs disclosed below have been approved by a resolution of our Audit Committee dated August 11, 2023
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 Statutory Auditors, by their certificate dated August 14,
2023.

The KPIs of our Company have been disclosed in the sections titled “Our Business” and “Management’s
Discussion and Analysis of Financial Condition and Results of Operations – Key Performance Indicators” on
pages 213 and 406, respectively. We have described and defined the KPIs, as applicable, in “Definitions and
Abbreviations” on page 01.

Our Company confirms that it shall continue to disclose all the KPIs included in this section on a periodic basis,
at least once in a year (or any lesser period as determined by the Board of our Company), for a duration of one
year after the date of listing of the Equity Shares on the Stock Exchanges or till the completion of the proceeds of
the Fresh Issue as per the disclosure made in the Objects of the Issue Section, whichever is later or for such other
duration as may be required under the SEBI ICDR Regulations. Further, the ongoing KPIs will continue to be
certified by a member of an expert body as required under the SEBI ICDR Regulations.

Financial KPIs of our Company: EMS Limited

(Rs In Lakhs)
st
For the year ended March 31
Key Financial Performance
2022-2023 2021-2022 2020-2021
(1)
Revenue from operations 53,816.17 35,985.08 33,070.39
Total Income(2) 54,327.71 36,309.84 33,618.42
EBITDA(3) 14,899.95 11,251.19 9,889.97
EBITDA Margin(4) 27.69% 31.27% 29.91%
PAT 10,861.63 7,904.62 7,195.37
PAT Margin(5) 20.18% 21.97% 21.76%
Operating cash flow (2,540.12) 2,263.71 3,576.82
Net worth(6) 48,783.23 38,017.99 30,191.46
Net Debt(7) (3,627.91) (5,733.98) (4,726.80)
Debt Equity Ratio(8) 0.09 0.01 0.01
ROCE (%)(9) 28.26% 29.50% 33.65%
ROE (%)(10) 22.27% 20.79% 23.83%
1)
Revenue from operation means revenue from sales and other operating revenues.
2)
Total Income represents the total turnover of our business i.e., Revenue from Operations and Other Income,
if any.
3)
EBITDA means Profit before depreciation, finance cost, tax and amortization & less other income.
4)
‘EBITDA Margin’ is calculated as EBITDA divided by Revenue from Operations.
5)
‘PAT Margin’ is calculated as PAT for the period/year divided by revenue from operations.
6)
Net worth means the aggregate value of the paid-up share capital and all reserves created out of the profits
and securities premium account and debit or credit balance of profit and loss account, after deducting the
aggregate value of the accumulated losses, deferred expenditure and miscellaneous expenditure not written
off, as per the restated balance sheet, but does not include reserves created out of revaluation of assets, capital
reserve arising on consolidation, capital redemption reserve, write-back of depreciation and amalgamation.
7)
Net debt = non-current borrowing + current borrowing – Cash and Cash Equivalent.

133 | P a g e
8)
Debt equity ratio means ratio of total debt (long term plus short-term including current maturity of long-term
debt) and Equity Share capital plus other equity.
9)
Return on Capital Employed is ratio of EBIT and Capital Employed. Capital Employed is Total Shareholder’s
Equity, Non-Current Borrowing and Short-Term Borrowing.
10)
Return on Equity is ratio of Profit after Tax and Average Shareholder Equity.

Explanation for KPI metrics

KPI Explanations
Revenue from Revenue from Operations is used by our management to track the revenue profile of the
Operations business and in turn helps assess the overall financial performance of our Company and
size of our business.
Total income Total income is used by the management to track revenue from operations and other
income.
EBITDA EBITDA provides information regarding the operational efficiency of the business.
EBITDA EBITDA Margin (%) is an indicator of the operational profitability and financial
Margin (%) 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.
Operating Cash Operating cash flows activities provides how efficiently our company generates cash
Flows through its core business activities.
Net Worth Net worth is used by the management to ascertain the total value created by the entity and
provides a snapshot of current financial position of the entity.
Net Debt Net debt helps the management to determine whether a company is overleveraged or has
too much debt given its liquid assets
Debt-equity ratio The debt to equity ratio compares an organization's liabilities to its shareholder’s equity
(times) and is used to gauge how much debt or leverage the organization is using.
ROE (%) ROE provides how efficiently our Company generates profits from shareholders’ funds.
ROCE (%) ROCE provides how efficiently our Company generates earnings from the capital
employed in the business.

134 | P a g e
Comparison with listed industry peer on consolidated basis: VA Tech Wabag Limited (“VA Tech)
(Rs In Lakhs)
EMS VA Tech EMS VA Tech EMS VA Tech
Key Financial Performance
2023 2022 2021
Revenue from operations(1) 53,816.17 2,96,048 35,985.08 2,97,930 33,070.39 2,83,449
Total Income(2) 54,327.71 3,01,408 36,309.84 3,01,169 33,618.42 2,84,270
EBITDA(3) 14,899.95 3,784 11,251.19 23,383 9,889.97 22,451
EBITDA Margin(4) 27.69% 1.28% 31.27% 7.85% 29.91% 7.92%
PAT 10,861.63 1,093 7,904.62 13,206 7,195.37 10,082
PAT Margin(5) 20.18% 0.37% 21.97% 4.43% 21.76% 3.56%
Operating cash flow (2,540.12) 8,498 2,263.71 1,164 3,576.82 13,532
Net worth(6) 48,783.23 1,57,489 38,017.99 1,53,912 30,191.46 1,40,977
Net Debt(7) (3,627.91) 3,266 (5,733.98) 10,748 (4,726.80) 4,575
Debt Equity Ratio(8) 0.09 0.14 0.01 0.28 0.01 0.25
ROCE (%)(9) 28.26% 4.62% 29.50% 13.02% 33.65% 12.54%
ROE (%)(10) 22.27% 0.69% 20.79% 8.58% 23.83% 7.15%
1)
Revenue from operation means revenue from sales and other operating revenues.
2)
Total Income represents the total turnover of our business i.e., Revenue from Operations and Other Income, if any.
3)
EBITDA means Profit before depreciation, finance cost, tax and amortization & less other income.
4)
‘EBITDA Margin’ is calculated as EBITDA divided by Revenue from Operations.
5)
‘PAT Margin’ is calculated as PAT for the period/year divided by revenue from operations.
6)
Net worth means the aggregate value of the paid-up share capital and all reserves created out of the profits and securities premium account and debit or credit balance of
profit and loss account, after deducting the aggregate value of the accumulated losses, deferred expenditure and miscellaneous expenditure not written off, as per the
restated balance sheet, but does not include reserves created out of revaluation of assets, capital reserve arising on consolidation, capital redemption reserve, write-back
of depreciation and amalgamation.
7)
Net debt = non-current borrowing + current borrowing – Cash and Cash Equivalent.
8)
Debt equity ratio means ratio of total debt (long term plus short-term including current maturity of long-term debt) and Equity Share capital plus other equity.
9)
Return on Capital Employed is ratio of EBIT and Capital Employed. Capital Employed is Total Shareholder’s Equity, Non-Current Borrowing and Short-Term Borrowing.
10)
Return on Equity is ratio of Profit after Tax and Average Shareholder Equity.

135 | P a g e
8) Weighted average cost of acquisition

a) The price per share of our Company based on the primary/ new issue of shares (equity / convertible
securities)

Except as stated below, our Company has issued any Equity Shares or convertible securities during the 18 months
preceding the date of this Red Herring Prospectus.

No. of
Face value Issue price Total
Date of Equity Nature of Nature of
per Equity per Equity Consideration
allotment Shares allotment consideration
Share (Rs.) Share (in Rs. lakhs)
allotted
March 23, Bonus
3,52,50,000 10.00 Nil - Nil
2023 Issue*
July 18, Private
16,00,000 10.00 211.00 Cash Rs. 3,376.00
2023 Placement$
Weighted average cost of acquisition per Equity Share (excluding Bonus Shares) Rs. 211.00
*As on March 23, 2023, the Company has issued bonus shares to the existing shareholders of the Company in the
ratio of 3:1.
$
Our Company has, in consultation with the BRLM, undertaken a Pre-IPO Placement of 16,00,000 Equity Shares
at an issue price of Rs. 211 per Equity Share (including a premium of Rs. 201 per Equity Share) aggregating
Rs.3,376.00 Lakhs. The size of the Fresh Issue of up to Rs. 18,000.00 Lakhs has been reduced by Rs. 3,376.00
Lakhs pursuant to the Pre-IPO Placement and the revised size of the Fresh Issue is up to Rs.14,624.00 Lakhs. For
risk regarding apprehension/concerns of the listing of our Equity Shares on the Stock Exchanges see ‘Risk Factors
- There is no guarantee that our Equity Shares will be listed on the BSE and the NSE in a timely manner or at all’
on page 75.

b) The price per share of our Company based on the secondary sale / acquisition of shares (equity /
convertible securities)

Except inter-se transfer between promoter group as gift as stated below, there have been no secondary sale /
acquisitions of Equity Shares or any convertible securities, during the 18 months preceding the date of this Red
Herring Prospectus:

Date of Face Transfer

Reason/Nature of Number of Nature of
Allotment Value Price
Allotment Equity Shares Consideration
/Transfer (Rs.) (Rs.)
Transfer of Equity
Shares by way of gift
October 10, 2022 1,250 Gift 10 -
from Mr. Ramveer Singh
to Ms. Kritika Tomar
Transfer of Equity
Shares by way of gift
October 10, 2022 1,250 Gift 10 -
from Mr. Ramveer Singh
to Mr. Gajendra Parihar
Transfer of Equity
Shares by way of gift
October 10, 2022 from Mr. Ramveer Singh 1,250 Gift 10 -
to Ms. Sakshi Tomar
Parihar
Transfer of Equity
Shares by way of gift Mr.
October 10, 2022 1,250 Gift 10 -
Ramveer Singh to Ms.
Nirmala Tomar

136 | P a g e
 Transfer of Equity
November 14, Shares by way of gift
2,49,500 Gift 10 -
2022 from Ms. Raj Kali to Mr.
Ramveer Singh
Weighted average cost of acquisition per Equity Share NIL

c) Price Per Share based on last five primary or secondary transactions:

Since there are no such transactions to report to under (a) and (b) therefore, information based on last 5 primary
or secondary transactions (secondary transactions where Promoter / Promoter Group entities or Selling
Shareholder or shareholder(s) having the right to nominate director(s) in the Board of our Company, are a party
to the transaction), not older than 3 years prior to the date of this RHP irrespective of the size of transactions, is
as below.

Primary transactions:

Except as disclosed below, there have been no primary transactions in the last three years preceding the date of
this RHP

No. of
Face value Issue price Total
Date of Equity Nature of Nature of
per Equity per Equity Consideration
allotment Shares allotment consideration
Share (Rs.) Share (in Rs. lakhs)
allotted
October
5,000 10.00 - Gift Nil Nil
10, 2022
November
2,49,500 10.00 - Gift Nil Nil
14, 2022
March 23,
3,52,50,000 10.00 - Bonus Issue Nil Nil
2023
July 18, Private
16,00,000 10.00 211.00 Cash Rs. 3,376.00
2023 Placement
Weighted average cost of acquisition per Equity Share (excluding Gifts & Bonus
Rs. 211.00
Shares)

d) Weighted average cost of acquisition, floor price and cap price

Weighted average cost

Floor price* (i.e. Cap price* (i.e.
Types of transactions of acquisition
Rs. [●]) Rs. [●])
(Rs. per Equity Share)
Weighted average cost of
acquisition of primary / new issue 211.00 [●] [●]
as per paragraph 8(a) above.
Weighted average cost of
acquisition for secondary sale /
NA [●] [●]
acquisition as per paragraph 8(b)
above.
Weighted average cost of
acquisition of primary issuances /
211.00 [●] [●]
secondary transactions as per
paragraph 8(c) above

137 | P a g e
e) Explanation for Issue Price / Cap Price being [●] price of weighted average cost of acquisition of primary issuance
price / secondary transaction price of Equity Shares (set out in [●] above) along with our Company’s key
performance indicators and financial ratios for the Fiscals 2023, 2022 and 2021.

[●]*
* To be included upon finalisation of the Price Band and updated in the Prospectus

f) Explanation for Issue Price / Cap Price being [●] price of weighted average cost of acquisition of primary issuance
price / secondary transaction price of Equity Shares (set out in [●] above) in view of the external factors which
may have influenced the pricing of the Issue.

[●]*
* To be included upon finalisation of the Price Band and updated in the Prospectus

The Issue Price will be [●] times of the face value of the Equity Shares. The Issue Price of Rs. [●] has been
determined by our Company in consultation with the Selling Shareholder and the BRLM, on the basis of the
demand from investors for the Equity Shares through the Book Building Process. Our Company in consultation
with the Selling Shareholder and the BRLM, is justified of the Offer Price in view of the above qualitative and
quantitative parameters. The trading price of the Equity Shares could decline due to the factors mentioned in the
section titled “Risk Factors” on page 32 or any other factors that may arise in the future and you may lose all or
part of your investments.

138 | P a g e
 STATEMENT OF SPECIAL TAX BENEFITS

STATEMENT OF POSSIBLE SPECIAL TAX BENEFITS AVAILABLE TO THE COMPANY AND ITS
SHAREHOLDERS UNDER THE APPLICABLE DIRECT AND INDIRECT TAX LAWS, IN INDIA.

To,

The Board of Directors

EMS Limited
701, DLF Tower A,
Jasola New Delhi-110025, India

Dear Sirs,

Re: Statement of possible special tax benefits (“the Statement”) available to EMS Limited (“the Company”)
and its Shareholders prepared in accordance with the requirement under Schedule VI – Part A –Clause
(9)(L) of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2018, as amended (“the ICDR Regulations”).

This report is issued in accordance with the terms of our engagement letter dated March 14, 2023.

We, Rishi Kapoor & Company the Statutory Auditors of the Company, have been requested by the
Company to certify Statement of Special Tax benefits available to the Company and its Shareholders under
the applicable laws of India.

1. The accompanying statement of possible special tax benefits (as Annexure I) available to the Company and
its shareholders (hereinafter referred to as the “Statement”) under the direct tax laws including the Income
Tax Act, 1961 as amended by the Finance Act, 2022, and the indirect tax laws including the Central Goods
and Services Tax Act, 2017 (read with Central Goods and Services Tax Rules, circulars, notifications and
schemes), respective State Goods and Services Tax Act, 2017 (read with respective State Goods and Services
Tax Rules, circulars, notifications and schemes), respective Union Territory Goods and Service Tax Act,
2017 (read with respective Union Territory Goods and Services Tax Rules, circulars, notifications and
schemes), Integrated Goods and Services Tax Act, 2017 (read with Integrated Goods and Services Tax Rules,
circulars, notifications), presently in force in India as on the date of this Statement (hereinafter referred to as
the “Indian Tax Regulations”) has been prepared by the management of the Company (“Management”) in
connection with the proposed Issue, which we have initialled for identification purposes.

Management’s Responsibility

2. The preparation of this Statement as of the date of our report which is to be included in the Red Herring
Prospectus/Red Herring Prospectus is the responsibility of the management of the Company and has been
approved by the Board of Directors of the Company at its meeting held on August 11, 2023 for the purpose
set out in paragraph 9 below. The management’s responsibility includes designing, implementing and
maintaining internal control relevant to the preparation and presentation of the Statement, and applying an
appropriate basis of preparation and making estimates that are reasonable in the circumstances. The
Management is also responsible for identifying and ensuring that the Company complies with the laws and
regulations applicable to its activities.

Auditor’s Responsibility

3. Our work has been carried out in accordance with the Standards on Auditing, the “Guidance Note on Reports
or Certificates for Special Purposes (Revised 2019)” and other applicable authoritative pronouncements

139 | P a g e
 issued by the Institute of Chartered Accountants of India. The Guidance Note requires that we comply with
ethical requirements of the Code of Ethics issued by the Institute of Chartered Accountants of India. We
have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1, Quality
Control for Firms that perform Audits and Reviews of Historical Financial Information, and Other Assurance
and Related Service Engagements.

4. Pursuant to the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations 2018, as amended, (the “ICDR Regulations”) and the Companies Act 2013 (“Act”), it is our
responsibility to report whether the Statement prepared by the Company, presents, in all material respects,
the possible special tax benefits available to the Company and its shareholders of the Company in accordance
with Indian Income Tax Regulations.

5. Our work is performed solely to assist the Management in meeting their responsibilities in relation to
compliance with the Act and the Regulations in connection with the offering.

Inherent Limitations

6. We draw attention to the fact that the Statement includes certain inherent limitations that can influence the
reliability of the information.

The Statement is only intended to provide general information to the investors and is neither designed nor
intended to be a substitute for professional tax advice. In view of the individual nature of the tax
consequences and the changing tax laws, each investor is advised to consult his or her own tax consultant
with respect to the specific tax implications arising out of their participation in the Issue.

Further, we give no assurance that the Revenue Authorities/ Courts will concur with our views expressed
herein. Our views are based on the existing provisions of Indian Income Tax Regulations and its
interpretation, which are subject to change from time to time. We do not assume responsibility to update the
views consequent to such changes.

We shall not be liable to the Company for any claims, liabilities or expenses arising from facts and disclosure
in statement of tax benefits determined to have resulted primarily from bad faith or intentional
misrepresentation. We will not be liable to any other person in respect of this Statement.

Opinion

7. In our opinion, the Statement prepared by the Company presents, in all material respects, the possible special
tax benefits available as on the date of signing of this report, to the Company and its shareholders in
accordance with the Indian Income Tax Regulations. Considering the matter referred to in point no. 6 above,
we are unable to express any opinion or provide any assurance as to whether:

▪ The Company or its shareholders will continue to obtain the benefits as per the Statement in future; or
▪ The conditions prescribed for availing the benefits per the Statement have been/ would be met with.

140 | P a g e
Restriction on Use

8. This report is addressed to and is provided to enable the Board of Directors of the Company to include this
report in the Red Herring Prospectus prepared in connection with the Offering to be filed by the Company
with the Securities and Exchange Board of India, concerned stock exchanges and Registrar of Companies,
Delhi. Accordingly, this report should not be reproduced or used for any other purpose without our prior
written consent.

For Rishi Kapoor & Company

Chartered Accountants
Firm Registration Number: 006615C

Sd/-
Jyoti Arora
Partner
Membership Number: 455362

UDIN: 23455362BGURTR9204

Place: Ghaziabad
Date: August 14, 2023

141 | P a g e
 ANNEXURE I

STATEMENT OF POSSIBLE SPECIAL TAX BENEFITS AVAILABLE TO ENVIRO INFRA

ENGINEERS LIMITED (“THE COMPANY”) AND ITS SHAREHOLDERS UNDER THE
APPLICABLE INDIAN TAX REGULATIONS (“TAX LAWS”) IN INDIA

UNDER THE DIRECT TAX LAWS

1. Special tax benefits available to the Company

i. Lower corporate tax rate - Section 115BAA of the Act

Section 115BAA of the Act has been inserted by the Taxation Laws (Amendment) Act 2019 (“the Amendment
Act, w.e.f. April 1, 2020 (assessment year) granting an option to domestic companies to compute corporate tax at
a reduced rate of 25.168% (22% plus surcharge of 10% and cess of 4%), provided such companies do not avail
the deductions/exemptions as specified in the section (e.g. additional depreciation, deductions under chapter VI-
A other than provisions of Section 80JJAA and 80M, Investment allowance in backward areas, expenditure on
skill development etc.)

In case a company opts for section 115BAA of the Act, provisions of Minimum Alternate Tax [“MAT”] under
section 115JB of the Act would not be applicable and MAT credit of the earlier year(s) will not be available for
set-off. The option needs to be exercised on or before the due date of filing the tax return. Option once exercised,
cannot be subsequently withdrawn for the same or any other tax year.

Provided further that, where the company fails to satisfy the conditions mentioned in the section in any previous
year, the option shall become invalid in respect of the assessment year relevant to the previous year and subsequent
assessment years and other provisions of the Act shall apply, as if the option had not been exercised for the
assessment year relevant to that previous year and subsequent assessment years.

2. Special tax benefits available to Shareholders

Dividend income earned by the shareholders would be taxable in their hands at the applicable rates. However, in
case of domestic corporate shareholders, deduction under Section 80M of the Act would be available on fulfilling
the conditions prescribed in section read with rules thereon.

In respect of non-resident shareholders, the tax rates and the consequent taxation shall be further subject to any
benefits available under the applicable Double Taxation Avoidance Agreement, if any, between India and the
country in which the non-resident has fiscal domicile.

UNDER THE INDIRECT TAX LAWS

1. Special tax benefits available to the Company

There are no special indirect tax benefits available to the Company under Indirect Tax Laws

2. Special tax benefits available to the Shareholders

Shareholders of the Company are not eligible to special tax benefits under the provisions of the Central Goods
and Services Tax Act,2017 (read with Central Goods and Services Tax Rules, circulars, notifications and
schemes), respective State Goods and Services Tax Act, 2017 (read with respective State Goods and Services
Tax Rules, circulars, notifications and schemes), Integrated Goods and Services Tax Act, 2017 (read with
Integrated Goods and Services Tax Rules, circulars, notifications).

142 | P a g e
Noted:

❖ The Statement is prepared based on information available with the management of the Company and there
is no assurance that:
❖ the Company or its shareholders will continue to obtain these benefits in future.
❖ the conditions prescribed for availing the benefits have been/ would be met with; and
❖ the revenue authorities/courts will concur with the view expressed herein.

The above views are based on the existing provisions of law and its interpretation, which are subject to change
from time to time.

The above Statement of Special Tax Benefits sets out the provisions of law in a summarized manner only and is
not a complete analysis or listing of all potential tax consequences of the purchase, ownership, and disposal of
shares.

For Rishi Kapoor & Company

Chartered Accountants
Firm Registration Number: 006615C

Sd/-
Jyoti Arora
Partner
Membership Number: 455362

UDIN: 23455362BGURTR9204

Place: Ghaziabad
Date: August 14, 2023

143 | P a g e
 SECTION IV – ABOUT THE COMPANY

INDUSTRY OVERVIEW

The information contained in this section is prepared by CARE Advisory Research and Training Limited
(CareEdge Research) which was appointed by our Company vide engagement letter dated November 16, 2022
and March 23, 2023 has been exclusively commissioned and paid for by our Company in connection with the
Issue. CARE Advisory Research and Training Limited is an independent agency and has no relationship with our
Company, its Subsidiary, Promoters, Directors, or the Book Running Lead Manager as on the date of this Red
Herring Prospectus. For risks in relation to commissioned reports, see the chapter titled Risk Factors beginning
on page 32.

1. Economic Outlook

1.1 Global economy outlook

As per the International Monetary Fund (IMF)’s World Economic Outlook growth projections released in April
2023, global economic growth for CY221 was estimated at 3.4% on year on year (y-o-y) basis, down from 6.3%
in CY21 due to disruptions resulting from the Russia-Ukraine conflict and higher-than-expected inflation
worldwide. The global economic growth for CY23 is projected to slow down further to 2.8% mainly due to
tightening global financial conditions, expectations of steeper interest rate hikes by major central banks to fight
inflation and spillover effects from the war between Russia and Ukraine with gas supplies from Russia to Europe
expected to remain tightened. Growth in CY24 is projected to marginally improve to 3.0% with expected gradual
recovery from the effects of the war and subsiding of inflation. For the next 5 years, the IMF projects world
economic growth in the range of 3.0%-3.2% on a y-o-y basis.

Chart 1: Global Growth Outlook Projections (Real GDP, Y-o-Y change in %)

6.8
6.3
5.9
5.2
4.5
4.0 3.9 4.2
3.4
2.8 3.0 2.7 3.0

1.3 1.4

World Output Advanced Economy Emerging Market & China India*

Developing
Economies

2022 2023P 2024P

Notes: P-Projection
*For India, data and forecasts are presented on a fiscal year basis and GDP from 2011 onward is based on GDP
at market prices with fiscal year 2011/12 as a base year
Source: IMF – World Economic Outlook, April 2023

IMF revises the GDP growth outlook considering uncertainties relating to global inflation

Advanced Economies Group

For major advanced economies, the GDP growth was estimated to be 2.7% in CY22, down from 5.4% in CY21,
which is further projected to decline to 1.3% in CY23. This forecast of low growth reflects rise in central bank

144 | P a g e
interest rates to fight inflation and the impacts of Russia- Ukraine war. About 90% of advanced economies are
projected to see decline in growth in CY23. This growth is expected to increase slightly to 1.4% in CY24.

One of the major countries from this group is United States. The growth for United States is estimated to be 2.1%
for CY22 compared to 5.9% in CY21. Whereas, growth for CY23 and CY24 is projected at 1.6% and 1.1%,
respectively. This is reflective of declining real disposable income impacting consumer demand with higher
interest rates taking toll on spending.

The growth for CY22 in Euro Area is estimated to be 3.5% compared to 5.4% in CY21. However, the boost from
reopening of economy after pandemic appears to be fading. For CY23 and CY24, the growth is projected at 0.8%
and 1.4%, respectively. With inflation at about 7%-8% in several Euro Area countries and the United Kingdom,
household budgets will remain stretched. Further, the accelerated pace of rate increases by the Bank of England
and the European Central Bank is tightening financial conditions and cooling demand in the housing sector and
beyond.

Emerging market and developing economies group

For the emerging market and developing economies group, GDP growth is estimated at 4.0% in CY22, compared
to 6.9% in CY21. This growth is further projected at 3.9% in CY23 and 4.2% in CY24. This expected
improvement in GDP growth in CY24 is on account of anticipation of gradual recovery.

In China, growth is expected to pick up to 5.2% with the full reopening in CY23. Whereas, India’s GDP
projection for CY23 and CY24 stand at 5.9% and 6.3%, respectively with resilient domestic demand despite
external headwinds.

India to remain fastest growing economy transcending China

Despite the turmoil in last two-three years, India bears good tidings for becoming USD 5 trillion economy by
CY27. According to the IMF dataset on Gross Domestic Product (GDP) at current prices for India, the GDP is
estimated to be at USD 3.4 trillion for CY22 and projected to reach USD 5.2 trillion by CY27. The expected
GDP growth rate of India for coming years is almost double compared to the world economy.

Chart 2: GDP growth trend comparison - India and China (Real GDP, Y-o-Y change in %)

10
8
6
4
2
0
2024[P]

2028[P]
2023[P]

2025[P]

2026[P]

2027[P]
2014

2015

2016

2017

2018

2019

2020

2021

2022[E]

-2
-4
-6
-8

India China

P- Projections; Source: IMF, World Economic Outlook Database (April 2023)

Besides this, India stands out as the fastest growing economy amongst the major economies. Outshining the
growth rate of China, the Indian economy is expected to grow at more than 6% in the period of CY24-CY28.

145 | P a g e
Indian economy is paving its way towards becoming largest economy in the world. Currently, India is the third
largest economy globally in terms of Purchasing Power Parity (PPP) with ~7% share in global economy with
China [~18%] on the top and United states [~15%] being second. Purchasing Power Parity is an economy
performance indicator denoting relative price of an average basket of goods and services that a household needs
for livelihood in each country. Despite the impact of the pandemic, high inflationary and interest rate environment
globally and the geo-political tensions in Europe, India has been one of the major contributors to world economic
growth.
1.2 Indian Economy Outlook

1.2.1 GDP growth and Outlook

Resilience to external shocks remains critical for near-term outlook

India’s GDP grew by 9.1% in FY22 and stood at Rs. 149.3 trillion despites of some spillovers of the pandemic
and geo-political Russia-Ukraine. In Q1FY23, India recorded 13.2% y-o-y growth in GDP which can largely be
attributed to better performance by agriculture and services sectors. Following this double-digit growth, Q2FY23
witnessed 6.3% y-o-y growth, while, Q3FY23 registered 4.5% y-o-y growth. This slowdown in growth during
Q2FY23 and Q3FY23 compared to the Q1FY23 can be attributed to normalization of the base and a contraction
in the manufacturing sector’s output. Subsequently, Q4FY23 registered broad-based improvement across sectors
compared to Q3FY23 with growth of 6.1% y-o-y. The investments as announced in the Union Budget 2022-23
on boosting public infrastructure through enhanced capital expenditure has augmented growth and encouraged
private investment through large multiplier effects in FY23. Supported by fixed investment and higher net exports,
GDP for full-year FY23 was valued at Rs. 160.1 trillion registering an increase by 7.2% y-o-y.
GDP growth outlook

During FY24, strong prospects for agricultural and allied activities are likely to boost rural demand. Rebound in
contact-intensive sectors and discretionary spending is expected to support urban consumption. Strong credit
growth, resilient financial markets, and the government’s continued thrust on capital spending and infrastructure
are likely to create a congenial environment for investments.

However, El Nino is being predicted in the current fiscal which may lead to deficit rainfall in the country and
impact agricultural output. Further, external demand is likely to remain subdued with slowdown in global activity,
thereby indicating adverse implications for exports. Additionally, heightened inflationary pressures and resultant
policy tightening may pose risk to the growth potential.

Taking all these factors into consideration, in June 2023, the RBI in its bi-monthly monetary policy meeting
estimated the real GDP growth of 6.5% y-o-y for FY24.

GDP growth outlook

Table 1: RBI's GDP Growth Outlook (Y-o-Y %)

FY24
Q1FY24 Q2FY24 Q3FY24 Q4FY24
(Complete year)
6.5 8.0 6.5 6.0 5.7
Source: Reserve Bank of India

1.2.2 Gross Value Added (GVA)

Gross value added (GVA) is the measure of the value of goods and services produced in an economy. GVA gives
a picture of supply side whereas GDP represents consumption.

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Industry and Services sector leading the recovery charge

• The gap between GDP and GVA growth turned positive in FY22 (after a gap of two years) as a result of robust
tax collections. Of the three major sector heads, service sector has been fastest growing sector in the last 5 years.

• Agriculture sector was holding growth momentum till FY18. In FY19, the acreage for rabi crop was marginally
lower than previous year which affected the agricultural performance. FY20 witnessed growth on account of
improved production. During the pandemic impacted period of FY21, agriculture sector was largely insulated as
timely and proactive exemptions from covid-induced lockdowns to the sector facilitated uninterrupted harvesting
of rabi crops and sowing of kharif crops. However, supply chain disruptions impacted the flow of agricultural
goods leading to high food inflation and adverse initial impact on some major agricultural exports. However,
performance remained steady in FY22.

In Q1FY23 and Q2FY23, the agriculture sector recorded a growth of 2.4% and 2.5%, respectively, on a y-o-y
basis. Due to uneven rains in the financial year, the production of some major Kharif crops such as rice and pulses
was adversely impacted thereby impacting agriculture sector’s output. In Q3FY23 and Q4FY23, the sector
recorded a growth of 4.7% and 5.5%, respectively, on a y-o-y basis.

Overall, the agriculture sector performed well despite weather-related disruptions such as uneven monsoon and
unseasonal rainfall impacting yields of some major crop and clocked a growth of 4% y-o-y in FY23 and stood at
Rs. 22.3 trillion. Going forward, rising bank credit to the sector, increased exports and higher sowing of rabi crop
will be the drivers for agriculture sector. However, performance of the sector will depend on the spatial and
temporal distribution of rainfall. A downside risk exists in case the intensity of El Nino is significantly strong.

• Industrial sector witnessed CAGR of 4.7% for the period FY16 to FY19. From March 2020 onwards, nation-
wide lockdown due to the pandemic had a significant impact on industrial activity. In FY20 and FY21, this sector
felt turbulence due to the pandemic and recorded decline of 1.4% and 0.9%, respectively, on a y-o-y basis. With
the opening up of economy and resumption of industrial activity, it registered 11.6% y-o-y growth in FY22, albeit
on a lower base.

The industrial output in Q1FY23 jumped 9.4% on y-o-y basis. However, in the subsequent quarter, the sector
witnessed a sharp contraction of 0.5% due to lower output across mining, manufacturing and construction sectors.
This was mainly because of the poor performance by the manufacturing sector which was marred by high input
costs. In Q3FY23, the sector grew modestly by 2.3% y-o-y. The growth picked-up in Q4FY23 to 6.3% y-o-y
owing to a rebound in manufacturing activities and healthy growth in the construction sector. Overall, industrial
sector is estimated to be valued at Rs. 45.2 trillion registering 4.4% growth in FY23.

• Services sector recorded CAGR of 7.1% for the period FY16 to FY20, which was led by trade, hotels, transport,
communication and services related to broadcasting and finance, real estate & professional service. This sector
was the hardest hit by the pandemic and registered 8.2% y-o-y decline in FY21. The easing of restrictions aided
a fast rebound in this sector, with 8.8% y-o-y growth witnessed in FY22.

In Q1FY23 and Q2FY23, this sector registered y-o-y growth of 16.3% and 9.4%, respectively, on a lower base
and supported by revival in contact intensive industries. The services sector continued to witness buoyant demand
and recorded a growth of 6.1% y-o-y in Q3FY23. On the back of robust discretionary demand Q4FY23 registered
6.9% growth largely driven by trade, hotel and transportation. Overall, benefitting from the pent-up demand,
service sector was valued at Rs. 20.6 trillion and registered growth of 9.5% y-o-y in FY23. Healthy growth in
various service sector indicators like air passenger traffic, port cargo traffic, GST collections and retail credit is
expected to support service sector going ahead.

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Table 2: Sectoral Growth (Y-o-Y % Growth) - at Constant Prices

FY20 FY21 FY22 FY23

At constant Prices FY18 FY19
(3RE) (2RE) (1RE) (PE)
Agriculture, forestry & fishing 6.6 2.1 6.2 4.1 3.5 4.0
Industry 5.9 5.3 -1.4 -0.9 11.6 4.4
Mining & quarrying -5.6 -0.8 -3.0 -8.6 7.1 4.6
Manufacturing 7.5 5.4 -3.0 2.9 11.1 1.3
Electricity, gas, water supply &
10.6 7.9 2.3 -4.3 9.9 9.0
other utility services
Construction 5.2 6.5 1.6 -5.7 14.8 10.0
Services 6.3 7.2 6.4 -8.2 8.8 9.5
Trade, hotels, transport,
10.3 7.2 6.0 -19.7 13.8 14.0
communication & broadcasting
Financial, real estate & professional
1.8 7 6.8 2.1 4.7 7.1
services
Public administration, defence and
8.3 7.5 6.6 -7.6 9.7 7.2
other services
GVA at Basic Price 6.2 5.8 3.9 -4.2 8.8 7.0
3RE – Third Revised Estimate, 2RE – Second Revised Estimates, 1RE – First Revised Estimates, 2AE – Second
Advanced Estimate; Source: MOSPI

1.2.3 Investment Trend in infrastructure

Gross Fixed Capital Formation (GFCF), which is a measure of the net increase in physical assets, witnessed an
improvement in FY22. As a proportion of GDP, it is estimated to be at 32.7%, which is the second highest level
in 7 years (since FY15). In FY23, the ratio of investment (GFCE) to GDP inched up to its highest in the last
decade at 34% as per the advanced estimate released by the Ministry of Statistics and Programme Implementation
(MOSPI).

Chart 3: Gross Fixed Capital Formation (GFCF) as % of GDP (At constant prices):

34.0
GFCF as % of GDP

32.7
32.4

31.1 31.1
30.7 30.8 30.8

FY16 FY17 FY18 FY19 FY20 [3RE] FY21 FY22 [1RE] FY23 [PE]
[2RE]
PE: Provisional Estimates, RE: Revised Estimate, AE: Advanced Estimate; Source: MOSPI

Overall, support of public investment in infrastructure is likely to gain traction due to initiatives such as of
Atmanirbhar Bharat, Make in India, Production-linked Incentive (PLI) scheme announced across various sectors
etc.

148 | P a g e
1.2.4 Industrial Growth

Improved core and capital goods sectors helped IIP growth momentum

Index of Industrial production (IIP) is an index to track manufacturing activity in an economy. On a cumulative
basis, IIP grew by 11.4% y-o-y in FY22 post declining by 0.8% y-o-y and 8.4% y-o-y, respectively, in FY20 and
FY21. This high growth was mainly backed by low base of FY21. FY22 IIP was higher by 2.0% when compared
with the pre-pandemic level of FY20, indicating that while economic recovery was underway, it was still at very
nascent stages.

During FY23, the industrial output has recorded a growth of 5.1% y-o-y supported by a favourable base and a
rebound in economic activities. During April 2023, IIP grew by 4.2% y-o-y, whereas May 2023 registered 5.2%
y-o-y growth. This growth was aided by mining and manufacturing sectors encouraging performance.

Chart 4: Y-o-Y growth in IIP (in %)

11.4
Y-o-Y growth in IIP (in %)

4.6 4.4 5.1

3.3 4.0 3.3 3.8

-0.8

FY14 FY15 FY16 FY17 FY18 FY19 FY20 FY21 FY22 FY23P

-8.4
Source: MOSPI; P-Provisional

Going forward, it will be critical to maintain the current growth momentum in the industrial sector. In the
environment of global slowdown, maintaining growth in industrial output will depend on the resilience and
momentum of domestic demand. Healthy credit growth and moderating inflation in the economy is likely to be
supportive of domestic consumption in the current fiscal. Pick-up in the investment demand is also expected to
support segments like capital goods and infrastructure. However, challenges from an uncertain global economic
scenario and weak external demand are likely to persist.

1.2.5 Consumer Price Index

India’s consumer price index (CPI), which tracks the retail price inflation, stood at an average of 5.5% in FY22
which was within RBI’s targeted tolerance band of 6%. However, the consumer inflation started to upswing from
October 2021 onwards and reached the tolerance level of 6% in January 2022. Following this, CPI reached 6.9%
in March 2022.

CPI remained elevated at an average of 6.7% in FY23, above the RBI’s tolerance level. However, some relief was
seen towards the end of the fiscal wherein the retail inflation stood at 5.7% in March 2023 tracing back to the
RBI’s tolerance band. Apart from a favourable base effect, the relief in retail inflation came from a moderation
in food inflation. In the current fiscal FY24, the CPI moderated for two consecutive month to 4.7% in April 2023
and 4.3% in May 2023. This trend was snapped in June 2023 with CPI rising to 4.8% largely due to rise in food
inflation.

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Chart 5: Retail Price Inflation in terms of index numbers and Y-o-Y Growth in %

(Base: 2011-12=100)

163.8 174.76.7%
Retail price index (number)

5.9% 146.3 155.3

6.2%
130.3 135.0 139.6

Y-o-Y growth in %
118.9 124.7 5.5%
112.2 4.9% 4.8%
4.5%
3.6% 3.4%
2.0%
FY14

FY15

FY16

FY17

FY18

FY19

FY20

FY21

FY22

FY23
Index number Y-o-Y growth in %

Source: MOSPI

The CPI is primarily factored in by RBI while preparing their bi-monthly monetory policy. The RBI has increased
the repo rates with the rise in inflation in the past year from 4% in April 2022 to 6.5% in January 2023.

Chart 6: RBI historical Repo Rate

8.0%
7.5%
7.0%
6.5%
6.0%
5.5%
5.0%
4.5%
4.0%
3.5%
Jun-15

Oct-16

Oct-19

Oct-20

Oct-21
Jun-18

Jun-19

Dec-19

Dec-20

Jun-21

Dec-21

Jun-22

Dec-22

Jun-23
Apr-16

Apr-19

Apr-21

Apr-22

Apr-23
Feb-18

Feb-19

Feb-20

Feb-21

Feb-22
Aug-17

Aug-18

Aug-19

Aug-20

Aug-21

Aug-22
Mar-15

Mar-20
May-20

May-22
Sep-15

Sep-22

Jan-23

Source: RBI

However, with the inflation easing over the last few months, RBI has kept repo rate unchanged at 6.5% in the last
two meetings of the Monetary Policy Committee. At the bi-monthly meeting held in June 2023, RBI projected
inflation at 5.1% for FY24 - Q1FY24 is projected at 4.6%, Q2FY24 at 5.2%, Q3FY24 at 5.4% and Q4FY24 at
5.2%.

In a meeting held in June 2023, RBI also maintained the liquidity adjustment facility (LAF) corridor by adjusting
the standing deposit facility (SDF) rate of 6.25% as the floor and the marginal standing facility (MSF) at the upper
end of the band at 6.75%.

The central bank continued to maintain its stance as accommodative. With domestic economic activities gaining
traction, RBI has shifted gear to prioritize controlling inflation. While RBI has paused on the policy rate front, it
has also strongly reiterated its commitment to bringing down inflation close to its medium-term target of 4%.
Given the uncertain global environment and lingering risks to inflation, Central Bank has kept the window open
for further monetary policy tightening in the future, if required.

150 | P a g e
1.2.6 Key Demographic drivers for Economic Growth

The trajectory of economic growth of India and private consumption is also driven by socio-economic factors
such as demographics and urbanization. Some of the key demographic drivers are:

• Growing Population and Declining Dependency Ratio:

With 1.41 billion people, India is the second most populous country in the world. The population has witnessed
significant growth in the past few decades.

Age Dependency Ratio is the ratio of dependents to the working age population i.e. 15 to 64 years, wherein
dependents are population younger than 15 and older than 64. This ratio has been on a declining trend. It was as
high as 76.6% in 1981, which has reduced to 48.1% in 2021. In the year 2022, the dependency ratio has further
declined to 47.5%. Declining dependency means the country has improving share of working age population
generating income, which is a good sign for the economy. Lower dependency ratio implies fewer dependents on
individuals with income which will allow them to spend their income more on discretionary items likes hobbies,
entertainment, electronics and furniture etc.
Chart 7: Trend of Population vis-à-vis dependency ratio

Age dependancy ratio (%)

76.6%
Population (in billion)

72.0%
64.6%
55.4%
48.1%
1.41
1.26
1.08
0.89
0.71

1981 1991 2001 2011 2021

Population (in billion) (LHS) Age dependency ratio (% of working-age population) (RHS)

Source: World Bank Database

• Young Population:

With an average age of 29, India has one of the youngest populations globally. As a vast resource of young citizens
enters the workforce every year, it could create a ‘demographic dividend’. India is home to a fifth of the world’s
youth demographic and this population advantage will play a critical role in economic growth.

Chart 8: Age-wise break up of population

6.8%

25.7% Population ages 0-14

Population ages 15-64

67.5% Population ages 65 and above

Source: World Bank Database

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Chart 9: Age-wise break up of male and female population

0-14 13.4%
12.3%

15-24 9.5%
8.6%

25-34 8.7%
8.0%

35-44 7.2%
6.7%

45-54 5.6%
5.3%

55-69 5.3%
5.3%
Male (% of total population) 51.6%
70+ 1.9%
2.2% Female (% of total popluation) 48.4%

Male Population Female Population

Source: World Bank Database

With the rise in number of working women, increasing proportion of working population and younger age group
amongst the urban population in India, the consumer demand is expected to grow in the future. The increasing
focus on education among the youth will lead to a decline in dependency ratio and enhanced lifestyles. This, in
turn would enhance consumer spending.

Chart 10: Yearly Trend - Young Population as % of Total Population

67.8%
(as % of total population)

67.5%
Population Ages 15 - 64

67.2%
66.9%
66.7%
66.4%
66.0%
65.7%
65.4%
65.1%
64.7%
64.3%

2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022

Source: World Bank database

• Growing Middle-Class

According to the estimate of People Research on India’s Consumer Economy (PRICE), the share of the middle
class with an annual household income of Rs. 5-30 lakh, more than doubled from 14% in FY05 to 31% in FY21.
It is projected to rise to 63% by FY47.

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• Consumer Spending

There has been a gradual change in consumer spending behaviour. Private Final Consumption Expenditure
(PFCE) which is measure of consumer spending has showcased growth in the past decade. Following chart depicts
the trend of per capita PFCE:

Chart 11: Trend of Per Capita Private Final Consumption Expenditure

63,595 67,675
Per capita PFCE (Rs.)

59,159 61,568 57,728

Share in GDP (in %)

53,120 55,789 58.3 58.5
49,738
41,936 44,423 46,667
40,250
57.2
56.7 56.8
56.2 56.2 56.2 56.1 56.1 56.1
55.8

Per Capita PFCE (Rs.) PFCE share in GDP (%)

Note: 3RE – Third Revised Estimate, 2RE – Second Revised Estimates, 1RE – First Revised Estimates, PE –
Provisional Estimate; Source: MOSPI

The consumption pattern trend is also gradually moving towards higher spend on branded products and purchase
from organised retail. This includes discretionary spending on food and beverages, apparel, accessories, jewellery,
luxury products, consumer durables and across other discretionary categories.

When compared to the other global economies like China and United States, consumption expenditure by China
accounted for about 14% of total consumption expenditure of the world in 2021, while, United States accounted
for about 28% and India about 3%. The world’s total consumption expenditures were valued at USD 69,472
billion in the year 2021.

Chart 12: Global Consumption Expenditure Trend

25,000

20,000
USD Billion

15,000

10,000

5,000

-
2012 2013 2014 2015 2016 2017 2018 2019 2020 2021

India China United States

Source: World Bank Database

153 | P a g e
In the coming years, the private consumption in India is expected to be driven by revival in rural demand, the
sustained buoyancy in services, especially contact-intensive sectors, and moderating inflationary pressures.

• Urbanization

Urbanization of India’s population is growing on a larger population base. The urban population in India is
estimated to have increased from 403 million (31.6% of total population) in the year 2012 to 498 million (35.4%
of total population) in the year 2021. People living in tier-2 and tier-3 cities have greater purchasing power parity,
high internet penetration, and increasingly brand-conscious young population. Due the rapid urbanization, there
have been changes in lifestyle and working styles which has led to shift in buying behavior pattern as well.

Chart 13: Trend of urbanisation in India

35.9
Urban Population as %

35.4
of total population

34.9
34.5
34.0
33.6
33.2
32.8
32.4
32.0

2013 2014 2015 2016 2017 2018 2019 2020 2021 2022

Source: World Bank Database

• Increasing per capita disposable income

Gross National Disposable Income (GNDI) is measure to arrive at the income available to the nation for final
consumption and gross saving. Between the period fiscal 2012 to fiscal 2023, per capita GNDI registered CAGR
of 9.4%. More disposable income, in turn drives more consumption, thus economic growth. Below chart depicts
the trend of per capita GNDI in past 12 years:

Chart 14: Trend of Per Capita Gross National Disposable Income

Per capita gross disposable income (Rs.)

1,97,676
1,72,490
1,52,5041,48,408
1,44,620
1,31,743
1,20,052
1,09,315
1,00,439
91,843
82,408
73,479

Note: 3RE – Third Revised Estimate, 2RE – Second Revised Estimates, 1RE – First Revised Estimates, PE –
Provisional Estimate; Source: MOSPI

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1.2.7 Concluding Remarks

Despite the global growth uncertainties, Indian economy is relatively better placed. The major headwinds to
economic growth are escalating geopolitical tensions, volatility in global commodity prices and shortages of key
inputs. However, the bright spots for the economy are continued healthy domestic demand, support from
government towards capital expenditure, moderating inflation and improving business confidence. Various high-
frequency growth indicators including purchasing managers index, auto sales, bank credit, GST collections have
shown improvement in the FY23. Moreover, normalizing employment situation after the opening up of economy
is expected to improve and provide support to consumption expenditure.

The IMD forecasts a normal monsoon despite El Nino which bodes well for the agricultural sector’s outlook
however, a lot will depend on the spatial and temporal distribution of rainfall. A downside risk exists in case the
intensity of El Nino is significantly strong.

Public investment is expected to exhibit healthy growth as the government has budgeted for strong capital
expenditure in FY24. Private sector’s intent to invest is also showing improvement as per the data announced on
new project investments. However, the volatility in commodity prices and the economic uncertainties emanating
from global turbulence may slow down the improvement in private capex and investment cycle.

Among sectors, the industrial segment is expected to be perform better as the input costs are now moderating.
With flagship programmes like ‘Make in India’ and the PLI schemes, the government is continuing to provide the
necessary support to boost the industrial sector. Service sector is expected to see continued growth in FY24 with
healthy economic growth. However, some segments like information technology in the services sector would feel
the pinch of slowdown in the US and European economies.

2. Roads and Highway Industry Overview

Robust infrastructure is an essential sign of a developing nation. Development of roads, bridges, airports and
railways is crucial for economic development of the country. Out of all modes of transport, road is the only mode
which has the ability of last mile connectivity.

Transportation of freight as well as of passengers by road is one of the most cost-effective modes of transport.
With a total 63.32 lakh kilometres (kms) of road network, India ranks second in the world after USA. This road
network supports movement of 60% of freight traffic in the country and 87% of the total India’s passenger traffic.
The Indian road network comprises of National Highways, Expressways, State Highways, Major District Roads,
Other District Roads and Village Roads. To get the country in fast forward mode, development of National
Highways has been the key focus area, however state highways, district and rural roads continue to be a large part
of overall road network.

Table 3: Breakup of Road Network

Lakh kms %
National Highways 1.45 2%
State Highways 1.67 3%
Other Roads 60.20 95%
Total 63.32 100%
Source: MoRTH & Xxxx Research

With improvement in road connectivity over the years between cities, towns and villages, transportation by way
of road has gradually increased over the years. Development and maintenance of roads in India are undertaken by
various agencies of both Central and State Governments. The primary agency responsible for the development
and maintenance of National highways is the Ministry of Road Transport & Highways (MORTH) and it executes
the same through the agency of National Highways Authority of India Ltd (NHAI), National Highway

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Infrastructure Development Corporation Ltd (NHIDCL) and State Public Works Department (PWDs) & Border
Roads Organizations etc.

India’s road infrastructure has seen consistent improvement in the last few years. Connectivity has improved and
road transportation has become a focus of rapid development. Roads are providing better access to services, ease
of transportation and movement to people. Recognizing the significance of a reliable and swift road network in
the country and the role it plays in influencing its economic development, MoRTH has taken up the responsibility
of building quality roads and highways across the country. Road Transport emerged as the dominant segment in
India’s transportation sector with a share of 4.5% in India’s GDP in FY06. As per the Economic Survey, road
transport is the dominant mode of transportation in terms of its contribution to Gross Value Added (GVA). In
FY18 the share of transport sector in the GVA was about 4.77% of which the share of road transport is 3.06%
followed by Railways (0.75%), air transport (0.15%) and water transport (0.06%). Total investment in the roads
and highways sector has gone up more than 3 times in five-year period of FY15 to FY19.

Road construction trends in the recent years also give optimism of achieving high targets during next few years,
in spite the sector badly hit by the COVID – 19 pandemic and partial lockdowns at various states across India.
The sector has clearly shown focus on Bharatmala Pariyojana with added emphasis on multimodal integration,
road safety, increasing use of Information Technology applications, augmentation of existing funding sources and
emphasis on green initiatives.

Impact of COVID – 19

The Road transport acted as the backbone of the country in difficult pandemic times. It was an enabler of smooth
movement of essential goods to various parts of the country.

On the other hand, due to COVID - 19 pandemic, the construction activities took a temporary halt throughout the
country. The awarding activity slowed down leading to halt in construction. Construction moved slowly in first
half of FY21 and picked up in the latter half of the year. The rate of construction activity dropped to 28km per
day in FY20 in the last month of the year, as the lockdown was imposed. However, this rate picked up when
lockdown impositions were lifted in a phased manner in FY21. As per MoRTH presentation showing the works
being carried during the lockdown period, 1,315 projects covering 49,238 kms worth Rs 5,89,648 crores were
under progress, of which 819 projects covering 30,301 kms costing about Rs 3,06,250 crores were delayed. It also
showed State-specific issues like pending land acquisition, environment clearance etc. which had been delaying
the project implementation.

However, the impact of COVID - 19 was reversed by the Government’s relentless focus on infrastructure spending
which led to a sharp growth in highway construction in FY21.

2.1 Institutional framework for Roads at Central level

MoRTH is an apex organisation under the Central Government. It is entrusted with the task of formulating and
administering, in consultation with other Central Ministries/Departments, State Governments/UT
Administrations, organisations and individuals, policies for Road Transport, National Highways and Transport
Research. MORTH’s overall objective it to increase mobility and efficiency of the road transport system in the
country. The Ministry has two wings:

• Roads wing responsible for development and maintenance of National Highways in the country
• Transport wing responsible for matter relating to Road Transport.

Main Responsibilities of Road wing are:

• Planning, development and maintenance of National Highways in the country

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 • Extending technical and financial support to the State Governments for the development of state roads
and the roads of inter-state connectivity and economic importance
• Evolving standard specifications for roads and bridges in the country
• Serves as a repository of technical knowledge on roads and bridges

Main Responsibilities of Transport Wings are:

• Motor Vehicle legislation

• Administration of the Motor Vehicles Act, 1988
• Taxation of motor vehicles
• Compulsory insurance of motor vehicles
• Administration of the Road Transport Corporations Act, 1950
• Promotion of Transport co-operatives in the field of motor transport
• Evolving road safety standards in the form of a National Policy on Road Safety, and preparing and
implementing the Annual Road Safety Plan.
• Collecting, compiling and analysing road accident statistics and taking steps for developing a Road
Safety Culture in the country by involving the members of public and organising various awareness
campaigns.
• Providing grants-in-aid to Non-Governmental Organisations in accordance with the laid down
guidelines.

Various institutes with various responsibilities make the functioning of MoRTH smooth. An autonomous body
NHAI is responsible for development and maintenance of National Highways. A societies/associations National
Academy of Highway Engineers (formerly National Institute of Training for Highway Engineers) is responsible
for sharing of knowledge and pooling of experience on subjects dealing with the construction and maintenance of
roads, bridges, tunnels and road transportation including technology, equipment, research, planning, finance,
taxation, organization and all connected policy issues. A fully owned company of MoRTH, NHIDCL is
responsible for promoting, surveying, establishing, designing, building, operating, maintains and upgradation of
National Highways and Strategic Roads including interconnecting roads in parts of the country which share
international boundaries with neighbouring countries.
2.2 National Highways Development Project (NHDP)

NHDP was launched in 1999-2000 to achieve a turn-around in the road sector in phased manner. Under first and
second phase, four laning of 6,359 km and 6,359 km was approved on 12th January 2000 and 18th December 2003
at the cost of Rs 30,300 crores and Rs 34,339 crores. These two phases comprise of Golden Quadrilateral (GQ),
North-South and East-West Corridors (NS-EW), Port Connectivity and other projects. The GQ (5,846 km)
connects the four major cities of Delhi, Mumbai, Chennai and Kolkata. The NS-EW Corridors (7,300 km) connect
Srinagar in the North to Kanyakumari in the South, including a spur from Salem to Kochi and Silchar in the East
to Porbandar in the West.

Under third phase, upgradation of 12,109 km was approved on 12th April 2007 at the estimated cost of Rs 80,626
crores. Under fourth phase, upgradation/strengthening of 20,000 km of national highways to 2/4 lane with paved
shoulders on EPC/ BOT (Toll/Annuity) basis was approved on 18 th June 2008. Under fifth phase, six laning of
6,500 km of national highways comprising 5,700 km of GQ and balance 800 km of other sections were approved
on 5th October 2006 at the cost of Rs 41,210 crores. Under sixth phase, construction of 1,000 km of expressways
with full access control on new alignments at a cost of Rs. 16,680 crores was approved in November 2006. Under
seventh phase, construction of ring roads, bypasses, grade separators, flyovers, elevated roads and tunnels at a
cost of Rs. 16,680 crores were approved in December 2007. Below table explains the status of completion of
various phases of NHDP, which have been subsumed under the umbrella programme of Bharatmala Pariyojana,
Phase-I:

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Table 4: Completion status of NHDP Phases December 2020

NHDP Phases Length completed up to 31.12.2020 in km

I+II+III+IV: GQ, Port connection & Up-gradation with
38,685
2/4/6-laning / North-South & East West Corridor
V: 6-laning of GQ and High-density corridor 4,088
VI: Expressways 219
VII: Ring Roads, Bypasses and flyovers and other
181
structures
Source: MoRTH

2.2.1 NHAI – Authority in Charge for National Highways

NHAI as the name goes, is the authority responsible for the development of National Highways in India. It came
in to existence by passing of NHAI Act 1988 in Parliament. It was formed with the vision to meet the need of
provision and maintenance of National Highway networks to global standards. Its mission is to develop, maintain
and manage National Highways vested in it by the Government, to collect fees on National Highways, regulate
and control the plying of vehicles on National Highways for its proper management, to develop and provide
consultancy and construction services in India and abroad and carry on research activities in relation to the
development, maintenance and management of highways or any other facilities, to advise the Central Government
on matters relating to highways, to assist on such terms and conditions as may be mutually agreed upon, any State
Government in the formulation and implementation of schemes for highway development. It has tried to achieve
its mission by bringing innovative ways of construction so as to increase private sector participation.

NHAI receives its funding through:

• Government support in form of capital base, cess funds, additional budgetary support, capital grant,
maintenance grant, ploughing back of toll revenue and Toll Operate & Transfer (TOT) proceeds
• Loan from multilateral agencies
• Market borrowings
• Borrowing from International market through Masala Bonds by Inaugural international debt offering
• Asset Monetisation though InvIT

Table 5: NHAI Source of Funds (in Rs. Billion)

Sources of Funds FY19-20 FY20-21

Receipts of Cess 111 239
Plough Back of Toll Revenue 106 115
Plough Back TOT Remittance 50 73
Additional Budgetary Support 10 28
Capital Grant (JICA &WB) 2 1
Capital Gain Tax Exemption Bonds 45 34
Taxable Bonds 495 458
Loan from National Small Saving Fund 100 -
Term loan 110 159
Other Sources (DME, Interest, Capital Receipts, Maintenance) 4 136
Utilisation of Opening Balance 8 11
Total 1,041 1,254
Source: NHAI

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Table 6: NHAI Application of Funds (in Rs. Billion)

Application of Funds FY19-20 FY20-21

Land Acquisition 285 359
Project Expenditure 498 615
Repayment of Loans and Interest thereon 194 256
Other Outflow 63 24
Total 1,041 1,254
Source: NHAI
Organisation Chart of MoRTH:

Note:- The matters relating to Vigilance, Land Acquisition, International Cooperation and Parliament shall be
submitted directly to Secretary (RT&H) by the concerned Joint Secretary

Institutional framework for Roads at State level

1) Gujarat: Road and Building (R&B) department is a governing body in the State of Gujarat and it is
responsible for the R&B Department is in charge of all activities pertaining to planning, construction and
maintenance of all categories of roads and all Government owned Buildings in the State of Gujarat. These
activities constitute a vital component of developmental work in the State.

2) Maharashtra: PWD is the authority that is responsible for the development of roads and highways in the state
of Maharashtra. It is mainly entrusted with the construction and maintenance of roads, bridges, and
Government buildings. The department also acts as the technical advisor to the State Government.

3) Uttar Pradesh: PWD is the authority that is responsible for the development of roads and highways in the
state of Uttar Pradesh. It is mainly entrusted with the construction and maintenance of roads, bridges, and
Government buildings. The department undertakes the maintenance of National Highways passing through
Uttar Pradesh which are not covered by the National Highways Authority for which funds are provided by
the Government of India. UP State Bridge Corporation, U.P. Rajkiya Nirman Nigam Ltd and U.P. State
Highway Authority are the corporation and authorities working under UP PWD.

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4) Madhya Pradesh: PWD is an authority in Madhya Pradesh. The main activities of the PWD are construction,
upgradation and maintenance of National Highways, Major District Roads, Other District Roads, Village
Roads and Construction of Bridges, Fly Overs and ROB's in the State. The total length of Road network
under PWD is about 61,616.00 kms. The PWD undertakes construction of buildings in the state in project
mode. Public Works Department is Nodal Agency for e - registration of Contractors of all Works Department
in the State.

2.2.2 Policy framework for the infrastructure sector

To develop infrastructure, there should be certain policies to understand its need and also know its development
stage. If there is any delay in the execution of projects then the reason for it can be known only if there is some
policy. Hence, NITI Aayog had brought in the National Program and Project Management Policy Framework for
sweeping reforms in the way infrastructure projects were executed in India with an action plan to:

1. Adopt a program and project management approach to infra development

2. Institutionalize and promote the profession of program and project management and build a workforce of
such professionals
3. Enhance institutional capacity and capability of professionals

Major functions of the Infrastructure Policy & Planning Division are:

• Matters relating to the Harmonized List of Infrastructure Sub-sectors

• All policy related issues in infrastructure sectors including those concerning road, ports, shipping, railways,
inland water transport, urban development, power, new and renewable energy, railways and
telecommunication sector referred to Department of Economic Affairs by the Administrative Ministries
concerned

• Examination of proposals requiring the approval of EFC/PIB/CCEA/COS/CCI in above sectors for viability
and justification. In addition, all matters relating to Delhi Mumbai Industrial Corridor Trust

• Matters relating to infrastructure financing and promotion of investments in infrastructure sectors and credit
enhancement

• All international interface on infrastructure policy issues and infrastructure financing

• Matters relating to the Infrastructure and Investment Working Group (IIWG) of G-20

• All policy related issues pertaining to energy sector, viz., Petroleum & Natural Gas, Coal, Atomic Energy
and New & Renewable Energy

• Examination of proposals for grant of viability gap funding (VGF) under the National Clean Energy Fund
(NCEF), matters relating to OPEC Fund for International Development (OFID) and Committee on
Allocation of Natural Resources (CANR)

• Policy matters related to Public Private Partnerships (PPPs). The Public Private Partnership (PPP) Cell is
responsible for matters concerning Public Private Partnerships, including policy, schemes and programmes
and all other matters relating to mainstreaming PPPs

• Matters and proposals relating to the scheme for Financial support to Public Private Partnerships in
Infrastructure [Viability Gap Funding (VGF)] Scheme and the India Infrastructure Project Development
Fund

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These major functions were further allocated Subject/Section wise work

1. Infrastructure (policy) Cell:

• All policy related issues in infrastructure sector including those concerning roads, ports, shipping,
railways, inland water transport, urban development, power and telecommunication sector referred to the
Department of Economic Affairs (DEA) by the concerned administrative Ministries or identified and
examined by DEA

• Examination of proposals in above sectors requiring the approval of EFC/PIB/CCEA/COS/CCI for their
viability and justification

• Sectoral Charge – Ministry of Road Transport & Highways, Ministry of Shipping including Ports and
Inland Water Transport, Ministry of Urban Development, Ministry of Railways, Ministry of Civil
Aviation, Department of Telecommunication, Department of Post

• All matters relating to Roads projects (PPP and non-PPP) including EFC/SFC/PPPAC and EI/EC under
the Government of India VGF Scheme

• Matters relating to Delhi Mumbai Industrial Corridor Trust

• Development of Smart Cities

• Atal Mission for Rejuvenation & Urban Transformation (AMRUT)

• Institutional Mechanism (IM) for Harmonized Master List of Infrastructure Sub-sectors

• Telecom Commission

• National Highway Authority of India

• External charge – China, South Korea and North Korea

• India Korea Macro-economic and Financial Dialogue and

• India – China Financial Dialogue

2. Infrastructure Finance Section:

• Matters related to infrastructure financing and promotion of investments in infrastructure sectors

• Matters relating to Infrastructure Debt Funds (IDFs), Real Estate Investment Trusts
(REITs)/Infrastructure Investment Trust InvITs, Tax Free Bonds, Municipal Bonds and other instruments
meant for infrastructure financing and credit enhancements

• All international interfaces on infrastructure financing (other than PPPs)

• Model Tripartite Agreements (MTA) for sectors such as Road, Ports, etc.

• External charge- Bahrain, Oman, Saudi Arabia, Qatar, Kuwait, UAE, Yemen, Israel, Jordan and Lebanon

• Matters relating to Infrastructure and Investment Working Group (IIWG) of G-20

• India - Saudi Joint Investment Fund, Indo-Israeli R & D Fund

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 • Examination of proposals in above sectors requiring the approval of EFC/PIB/CCEA/COS/CCI for their
viability and justification

• All policy matters relating to Project Monitoring Group (PMG)

• India Saudi Arabia Joint Commission for Technical and Economic Cooperation

• Matters relating to meetings of Board of Directors of ONGC-Videsh Limited (OVL), IIFCL and IRFC
as Government nominee on the Board of Directors

• Coordination and general matters pertaining to the Division

3. Public Private Partnership (PPP) Cell

• Matters relating to appraisal and approval of Central sector PPP projects, as per the Cabinet approved
“Compendium of Guidelines for Central Sector PPPs” and the Delegation of Powers assigned from time
to time except those in Road Sector

• Matters and proposals relating to clearance by Public Private Partnership Appraisal Committee (PPPAC)
except those in Road Sector

• Matters and proposals relating to the scheme for Financial support to Public Private Partnerships in
Infrastructure Viability Gap Funding (VGF) Scheme except those in Road Sector

• Matters and proposals relating to the scheme for India Infrastructure Project Development Fund (IIPDF)

• Developing Multi-pronged and innovative interventions and support mechanisms for facilitating PPPs in
the country, including Technical Assistance and programmes from bilateral/multilateral agencies on
mainstreaming PPPs and support to State and local Governments

• Managing training programs, strategies, exposures for capacity building for PPPs and other matters
relating to institution building for mainstreaming PPPs

• All International interfaces on PPPs & other matters concerning PPPs

3. National Highway

Recovery Mode on – Highway construction pace returned to pre Covid level

Total Highways Construction in India grew at a CAGR of 13% between FY16-FY21. Despite the challenges amid
COVID - 19, the Government’s relentless focus on infrastructure spending, supported a sharp growth in highway
construction in FY21. After a slow growth in the first half of FY21, the pace of highway construction picked up
in the second half of FY21, specifically months of February and March 2021 registered a record high construction
at a pace of over 70 kms a day.

In FY22, the construction slowed down by 21.5% y-o-y after record highway construction in FY21, however, the
awarding increased by 16.1% y-o-y. The pace of road construction picked up in FY23 with 10,993 km of
construction, a growth of 5.1% y-o-y, however, the projects awarded were 12,375 km, a marginal decline of 2.8%
as compared to the previous financial year. The pace of awarding has slowed by 36.9% y-o-y in Q1FY24 with
611 kms of highways awarded, however, construction activity increased up by 14.4% y-o-y with 2,250 Kms of
highways constructed during the quarter.

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Chart 15: Length of Highway constructed in India

14,000 13,327 40.0%

12,000 10,855 10,457 10,993 30.0%
9,829 10,237
10,000 8,231 20.0%
8,000 10.0%
6,000 0.0%
4,000 1,966 2,250 -10.0%
2,000 -20.0%
- -30.0%
FY17 FY18 FY19 FY20 FY21 FY22 FY23 Q1FY23 Q1FY24

Length of Highway Constructed % Y-o-Y Growth

Source: MoRTH & Xxxx Research

Chart 16: Rate of Highway construction per day

40 37
Rate of Construction

30 29 30
27 28
30 25
(Kms/day)

23 22
20

10

0
FY17 FY18 FY19 FY20 FY21 FY22 FY23 Q1FY23 Q1FY24

Source: MoRTH & Xxxx Research

3.1 Electronic Toll Collection

FASTag is proving an effective and time saving mode of Toll Collection

Electronic toll collections have soared since the introduction of FASTag. FASTag toll collection for the Q1FY24
stood at Rs. 161 Billion from 956 Million transactions compared to Rs 129 Billion from 829 Million transaction
in Q1FY23 a growth of 25% y-o-y, making it highest ever collection during the first quarter of financial year.
FY23 has seen record high toll collection of Rs 541 Billion a growth of 42% from 3402 Million transaction. This
record high toll collection was achieved due to declaration of all lanes on national highway as FASTag lanes,
increased economic and transportation activities across India especially during the festive season.

FASTag comes as a part of the Government of India’s initiative to enhance digital transactions across various
sectors in the country. It was first introduced in India in 2014 and was made mandatory from February 2021. It
has transformed the way toll tax is collected in the country. It is a Radio Frequency Identification (RFID)
technology enabled card that allows drivers to pay their toll tax electronically at the toll booth reducing long
vehicle queues and waiting times and at the same time saving time and fuel.

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Chart 17: FASTag Toll Collection continues to rise
600 541 4,000

No. of Transactions (in Millions)

3,500
Amount (in Rs. Billions)

500 3,402
3,000
381
400
2,441 2,500
300 2,000
228
1,500
200 1,327 161
113 129
956 1,000
100 58 583 829
34 500
127 254
0 -
FY18 FY19 FY20 FY21 FY22 FY23 Q1FY23 Q1FY24

Amount No. of Transactions

Source: National Payments Corporation of India

3.2 Key Drivers of the sector

Firing the fuel that lead to achieve pre Covid levels

The national highway projects had witnessed decline in awarding activity due to lower participation from private
players. However, with increased focus towards Engineering, Procurement and Construction (EPC) and Hybrid
Annuity Model (HAM) models, the pace of awards of NH projects grew at a strong pace of 11.41% CAGR over
the past 4 years (Refer chart below). The project awarding has remained strong during FY22 and FY23 at an
average of 12,553 Km per year and the construction pace has also been maintained. Project awarding and
execution is expected to continue its momentum in FY24 on back of various Government initiatives such as Gati
Shakti, Bharatmala Pariyojana, National Infrastructure Pipeline.

Chart 18: Road Projects Awarded and Constructed

18,000
16,000
14,000
12,000
10,000
8,000
6,000
10,855

10,965
15,948

17,054

10,237

13,327

12,731
10,457

12,375
10,993

4,000
8,231

9,829

5,494

8,900

1,966

2250
969

611

2,000
-
FY17 FY18 FY19 FY20 FY21 FY22 FY23 Q1FY23 Q1FY24

Length of Highway Awarded Length of Highway Constructed

Source: MoRTH & Xxxx Research

Government's infrastructure focus to support growth in the medium term

Road construction is amongst the critical sub-segments of infrastructure development, economic growth as well
as for employment creation. Infrastructure is a major focus of the Government currently.

In the Union budget 2023-24, the Government budgeted to incur higher expenditure towards road construction,
wherein, the Central Government made the highest ever outlay of Rs. 2,704 Billion (compared to the estimated
expenditure of Rs. 2,170 Billion for 2022-23).

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Overall, the Union Budget for 2023-24 emphasized on infrastructure development. The budget plan aims for
multi-modal logistics facilities and connectivity systems under the PM Gati Shakti. For infra push, financial
assistance of Rs.1,300 Billion in interest free loans for 50 years has been allocated to states from the Centre.
Through this, the Government is planning to generate employment opportunities and augurs well for the roads
sector.

In addition to the above, Rs. 1,11,000 Billion of investments have been projected in infrastructure projects during
FY20-FY25 by the Task Force on National Infrastructure Pipeline (NIP), with ~18% of the targeted investment
expected to be made in the road sector in India. Also, under the recently announced National Monetization
Pipeline, around Rs.1,600 Billion are to be raised through monetization of roads over FY22-25.

Chart 19: Budget Allocation for the Ministry of Road Transport and Highways

3,000 27,04
3 118
2,500 21,70
3107
Rs. Billion

2,000
1,500 12,3
9,91 55102 2,586
1,000 7,73 7,82 6 100 2,063
5,22 6,10 0 97 5 99
500 3 110 1 103 892 1,133
412 508 676 684
-
FY17A FY18A FY19A FY20A FY21A FY22A FY23 RE FY24 BE

Capital Expenditure Revenue Expenditure

Source: MoRTH
RE – Revised Estimates; A – Actual; BE – Budgeted Estimates

Private sector participation sees a gradual uptick

Despite the ambitious targets set for the construction of national highways, the private sector participation has
remained constrained since FY16, primarily due to challenges faced by developers in the projects bid under the
erstwhile BOT mode between FY11 and FY12.

However, there has been a gradual shift towards EPC and HAM projects which has again gradually revived the
interest and investments of private sector players. Interest in BOT (Toll) projects has reduced. Projects have been
primarily bid out in HAM and EPC mode.

Under Bharatmala Pariyojana, a total number of 604 road projects with an aggregate length of 20,965 km have
been approved and awarded with a total capital cost of Rs. 6,417 Billion. Out of the total approved projects, 389
projects have been awarded under EPC mode (56%), 209 projects have been awarded under HAM mode (42%)
and 6 projects have been awarded under BOT (Toll) mode (2%).

Table 7: Bharatmala Pariyojana Projects Approved and Awarded as on December 2021

Bharatmala &
Bharatmala & Bharatmala &
Residual NHDP – Capital
Residual NHDP – Residual NHDP –
Sr. Mode of Approved - To be Cost %
Awarded (A) Total (A+B)
No Implementation Awarded (B) (Rs. in Length
No. of Length No. of Length No. of Length Billion)
Projects (km) Projects (km) Projects (km)
1. EPC 373 11,288 16 423 389 11,710 2,995 56%
2. HAM 197 8,298 12 483 209 8,781 3,296 42%
3. BOT Toll 4 341 2 133 6 473 126 2%

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 Total 574 19,926 30 1,038 604 20,965 6,417 100%
Source: MoRTH

3.3 Key budget announcements for road sector in 2023-24 Budget

The 2023-24 budget by the Government highlights the impetus for growth by focusing on big public investment
for modern infrastructure, which shall be guided by PM Gati Shakti and benefited by the synergy of multi-modal
approach.

• It’s a step towards economic growth as well as sustainable development and is driven by seven engines,
namely, Roads, Railways, Airports, Ports, Mass Transport, Waterways, and Logistics Infrastructure. Rs 150
Billion has been set aside under Pradhan Mantri PVTG Development Mission to improve socio-economic
conditions of the particularly vulnerable tribal groups (PVTGs) by way of providing basic facilities such as
safe housing, clean drinking water and sanitation, improved access to education, health and nutrition, road
and telecom connectivity, and sustainable livelihood opportunities.

• 100 critical transport infrastructure projects have been identified at an investment of Rs 750 Billion including
Rs 150 Billion from private players.
• For the urban infrastructure in Tier – II and Tier – III cities, a corpus of Rs 100 Billion has been set aside via
establishment of Urban Infrastructure Development Fund.

3.4 Government Initiatives for Development of Road Infrastructure

Government of India has introduced a number of policy initiatives to ensure an enabling environment for various
stakeholders involved.

The initiatives are broadly categorized as follows:

1. Development Initiatives by Government of India

• Bharatmala Pariyojana
The Ministry of Road Transport and Highways has envisaged an ambitious highway development
program Bharatmala Pariyojana which includes the development of 65,000 km of national highways.
The key objective of the programme is to optimize the efficiency of freight and passenger movement –
this would be achieved by bridging critical infrastructure gaps through the development of Greenfield
expressways, economic corridors, inter-corridors and feeder routes. Under Phase-I of Bharatmala
Pariyojana, the ministry has approved implementation of 34,800 km of National highways in 5 years with
outlay of Rs 5,350 Billion. NHAI has been mandated the development of about 27,500 km of National
Highways under Bharatmala Pariyojana Phase-I.

• Connectivity in LWE Area

The Government has approved a scheme for development of about 1,177 km of NHs and 4,276 km of
State Roads in Left Wing Extremism (LWE) affected areas as a Special Project with an estimated cost of
about Rs. 73 Billion. This Scheme is being implemented by Ministry of Road Transport & Highways for
improving road connectivity in 34 LWE affected districts in 8 States i.e. Andhra Pradesh, Bihar,
Chhattisgarh, Jharkhand, Madhya Pradesh, Maharashtra, Odisha and Uttar Pradesh. The detailed
estimates for 5,422 km length have been sanctioned at an estimated cost of Rs. 87 Billion. Development
in 4,792 km length has been completed up to March, 2019 and cumulative expenditure incurred so far is
Rs. 73 Billion.

• Char Dham Pariyojana

The Ministry has taken up separate programme for connectivity Improvement for Char-Dham
(Kedarnath, Badrinath, Yamunothri & Gangothri) in Uttarakhand. Out of total 53 civil works covering

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 the entire length of 889 km under Chardham project, 40 civil works of total project cost amounting to
Rs. 95 Billion (including cost of pre-construction works amounting to Rs. 5 Billion) and length of 673
km has been sanctioned.

• Special Accelerated Road Development Programme (SARDP) including Arunachal Pradesh

Package

The scheme has been envisaged to be taken up under three phases. In first phase, improvement of about
4,099 km length of roads (3,014 km of NH and 1,085 km of State roads). Out of these, 3,213 km roads
have been approved for execution and balance 886 km has been approved ‘In-Principle’. 3,333 km of
length has been awarded and 2,101 km of roads have been completed till March, 2019. The SARDP-NE
first phase is expected to be completed by 2023-24. Second phase of SARDP-NE, covers 3,723 km (2,210
km NHs and 1,513 km of State roads) of road and shall be taken up after completion of first phase.

The Arunachal Pradesh Package for Road & Highways involving development of about 2,319 km length
of road (2,205 km of NHs & 114 km of State / General Staff / Strategic Roads) has also been approved
by the Government. Projects on 776 km are to be taken up on BOT (Annuity) mode and the remaining
are to be developed on EPC mode / Item Rate Contract as per Ministry’s extant policy. Projects of 2,047
km length have been awarded and 928 km of road has been completed till March, 2019. The entire
Arunachal Pradesh package is targeted for completion by 2023-24. An amount of about Rs 30,315 crores
has been spent in SARDP including Arunachal Pradesh Package.

• State PWD and Border Road Organization (BRO)

An amount of about Rs. 310 Billion have been earmarked during the year 2022-23, for the development
of NH entrusted to State PWDs. States have spent Rs. 182 Billion till 31 st December 2022. An amount
of about Rs. 5 Billion crores was earmarked during the year 2022-23, for the development of NH
entrusted to BRO. BRO has spent Rs 3 Billion till 31st December 2022. An amount of about Rs 13 Billion
was earmarked during the year 2022-23, for the maintenance of NH entrusted to State PWDs. States have
spent Rs. 3 Billion till 31st December 2022. An amount of about Rs. 2 Billion has been earmarked during
the year 2022-23, for the maintenance of NH entrusted to BRO. BRO has spent Rs. 1 Billion till 31 st
December 2022.

• FDI Investment in Roads and Highways

Government has permitted 100% FDI investment in roads and highways projects by automatic route.
This has attracted many international institutes to invest in projects. Some of the investments are as
follows:
• Australia-based Macquarie Infrastructure and Real Assets’ second pan-Asian infrastructure fund,
Macquarie Asia Infrastructure Fund 2 (MAIF 2), in association with Ashoka Buildcon, has bagged
contract for the first bundle of nine highway stretches measuring 680 km in Andhra Pradesh and
Gujarat

• Canada Pension Plan Investment Board (CPPIB) and Allianz Capital Partners (ACP) acting as
anchor investors in India’s first private infrastructure investment trust, namely, IndInfravit Trust,
which is sponsored by L&T Infrastructure Development Projects Ltd (L&T IDPL). Under this,
CPPIB’s investment of Canadian $200 Million fetched it 30% of IndInfravit units with ACP and
L&T IDPL accounting for 25% and 15%, respectively. The remaining units were subscribed by
other institutional investors.

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2. Various Operational Initiatives to smoothen construction

Process streamlining is being increasingly taken up by the ministry to ensure smooth appraisal and
approval of road sector projects. Some of the major steps for process streamlining are:

• Mode of Delivery: MoRTH is empowered by a Cabinet Committee on Economic Affairs (CCEA)

decision on mode of delivery of projects.

• Increased threshold for project appraisal and approval: MoRTH was authorized through a CCEA
decision to appraise and approve projects up to Rs. 100 Billion.

In addition to this many technological initiatives have been adopted by the ministry to aid the execution
and operation of a road projects. Some of technological initiatives are:
• Use of Bhoomirashi: The ministry has corroborated with the National Informatics Centre, to create
Bhoomirashi, a web portal which digitizes the cumbersome land acquisition process and also helps in
processing notifications relating to land acquisition process and also helps in processing notifications
relating to land acquisition online. Processing time, which was earlier two or three months, has come
down to one to two weeks now.

• E-procurement System: NHAI is using the e-procurement portal for tendering of all kinds of goods and
services. This has led to greater transparency. The system currently in use by NHAI is the Central Public
Procurement Portal by National Informatics Centre (NIC).

• Implementation of FASTag: Introduced in 2014, the RFID-based FASTags affixed on vehicle

windscreens would enable toll to be debited from a linked account, without requiring vehicles to stop for
transactions. However, it did not pick up until a transport ministry directive in July 2019 called for
equipping all toll lanes barring one across National highways in the country with electronic toll collection
(ETC) infrastructure.

• Bidder Information Management System (BIMS): This system aims to simplify the qualification
process of bidders for road construction contracts. This helps in faster evaluation of technical information
provided by the bidders.

• Interlinked between various platforms: The two IT initiatives Bhoomirashi and BIMS, have now been
integrated with the Public Financial Management System (PFMS). PFMS allows for the compensation
amount to be paid to the concerned person directly rather than being deposited with CALA (Competent
Authority for Land Acquisition).

• mVahan: mVahan has been envisaged as a convenient mobile solution for managing various VAHAN
services by Department Officers at the RTOs and other stakeholders like Dealers. The current version,
facilitates a number of processes including automation of Vehicle Inspection and Fitness, facilitation of
documents uploads by Dealer/RTO during vehicle registration and other services like processing requests
for change of address etc. The Government is further working to expand to cover the full range of RTO
operations.

3. Revival of Languishing Projects

Projects which were languishing for a number of years have been attempted to be revived with the help
of number of policy measures taken by the Government. Some of the policy measures have been
discussed below:

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 • 100% equity divestment two years post COD – The policy enables private developers to take out their
entire equity and exit all operational BOT projects two years from commercial operation date.

• Premium deferment in stressed projects – The policy permits rescheduling of premium committed by
concessionaires during bid stage for awarded projects.

• Rationalized compensation to concessionaires for languishing NH projects in BOT mode for delays
not attributable to concessionaires – The policy enables extension of concession period for languishing
BOT projects to the extent of delay provided. The original operation period remains unchanged.

• One-time fund infusion – The policy enables revival and physical completion of languishing BOT
projects that have achieved at least 50% physical progress, through one-time fund infusion by NHAI,
subject to adequate due diligence on a case to case basis.

4. Amicable Dispute Resolution

To enable time-bound resolution in an affordable manner, efforts have been made by NHAI for dispute resolution
through the established mechanism of alternate dispute resolution through the three-tier stage of:
• 3-CGM committee
• Independent Settlement Advisory Committee (ISAC) and
• Executive Committee/Board of NHAI for Settlement of disputes

In 2017, NHAI has also established Conciliation through Committee of Independent Experts (CCIE) Society of
Affordable Redressal of Disputes (SOROD) was formed in 2013 by NHAI to reduce cost and time overruns due
to the arbitration process and for fast dispute redressal. The main objectives of SAROD were to reduce cost due
to the arbitration process and pendency of disputes, efficient disposal of disputes and to develop experts for the
arbitration process 347 arbitrators have already been empanelled.

3.5 PPP models

To boost the Private participation, Government has come up with various models

Overview

Connectivity has been priority of the Government and making last mile connectivity road is the best and cheapest
way of increasing connectivity. Construction of roads in every corner of the country by only Government agency
is difficult as it will increase time and cost both. To achieve complete connectivity by way of roads, Government
partnered with the private players and it came to be known as Public Private Partnership (PPP). Initially, PPP road
projects broadly fell in one of the two categories of toll or annuity. However private sector participation gradually
subdued post 2012 due to various issues including aggressive bidding and over-leveraged balance sheet of
developers, shortcomings in project preparation activities and land acquisition issues. To attract PPP participation
in the road sector, Government introduced the Hybrid Annuity Model (HAM). It focused on proper allocation of
risk amongst the partners. Further, operational asset monetization model has gained prominence recently with the
advent of the Toll-Operate-Transfer (TOT). Other asset monetization options like use of Infrastructure Investment
Trusts (InvIT) and Securitization of toll revenues are also in various stages of implementation.

Key types of PPP models in India

• Build Operate and Transfer (BOT)

This is a simple and conventional PPP model where the private partner is responsible to design, build, operate
(during the concession period) and transfer back the facility to the public sector. Role of the private sector
partner is to bring finance for the project and take the responsibility to construct and maintain it. In return,

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 the public sector will allow it to collect revenue from the users by way of Toll. A number of BOT variants
are depending on the allocation of roles and risks - these include DBO, DBFOT, BOOT, DBOOT, BOO, etc.

• BOT (Annuity)
In the BOT (Annuity) mode, the private partner is responsible for building, operating and transferring the
road at the end of the agreement period to the public sector. The toll collection is however undertaken by the
Government agency and the payment is made on semi-annual basis to the private players.

• Engineering, Procurement and Construction (EPC)

In the EPC mode, the cost is completely borne by the Public Sector Government. Public sector invites bids
for engineering knowledge from the private players. Procurement of raw material and construction costs are
met by the public player. The private sector’s participation is minimum and is limited to the provision of
engineering expertise.

• Management Contract
The private promoter has the responsibility for a full range of investment, operation and maintenance
functions. He has the authority to make daily management decisions under a profit sharing or fixed-fee
arrangement. Variants include basic management for fee contract, management contract with performance
incentives, management and finance contract with some rehabilitation and expansion.

• Lease Contract
In this approach, the Government gives a concession to a private entity to build a facility (and possibly design
it as well), own the facility, lease the facility to the public sector and then at the end of the lease period
transfer the ownership of the facility to the Government. Usually, the private partner in such cases would
require an assurance in terms of tariff levels, increases over term of lease and compensation and review
mechanism in case the tariff levels do not meet the estimates. Variants include BLT, BOLT, and BTL.

• Service contract
In this approach, the private promoter performs a particular operational or maintenance function for a fee
over a specified period of time. In addition, there are modes such as TOT and Operate-Maintain-Transfer
(OMT) for monetizing future toll earnings of completed projects.

• Hybrid Annuity Model (HAM)

Due to subdued private sector participation in the bidding process, the Government opted for advance version
of the Hybrid Annuity Model (HAM) in FY2017. It came in the time when private players were highly
leveraged and banks were cautious in increasing their lending exposure to private sector players as majority
of the projects were getting delayed and stuck in execution. Major BOT project had proven to be bad choice
as the main assumption for the returns was traffic was quite aggressive. But in case of HAM, it is a mix of
BOT (Annuity) and EPC models. This model safeguards the interest of both the parties i.e., Government and
private entity. During the construction period, the private entity is provided 40% grant of the bid project cost
by the Government in five equal instalments depending on the physical progress of the project. The
remaining 60% of the bid project cost is to be borne by private entity through debt and equity. The
Government generates its revenue from the project by way of toll collection. This model has been very
successful as the burden of financing of private players has reduced.

In the first year of its implementation, Rs 28,000 crores of projects were awarded by the NHAI of which
50% of the projects were under HAM. HAM has not only brought back private participation but it has also
safeguarded the banks as the fund disbursed to private players are backed by the Government annuity
payments i.e. the traffic risk is taken care by Government itself,

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3.6 Challenges faced by the roads sector

Despite Government’s continuous support by way of Finance and tweaking PPP models many challenges
still persist for the sector
• Land Acquisitions: Post Right to Fair Compensation and Transparency in Land Acquisition, Rehabilitation
and Resettlement Act, 2003, many land owners demand for higher compensation and refuse to hand over
possession of their land. With the Act coming into effect, cost of land has increased and in some case land
cost is higher than the project cost.

• Mismatch between project cashflows and debt repayment tenure: Revenue from large infrastructure
projects is spread over 20-30 years whereas the loan for the same project is for the period of 10-15 years.
This results into cashflow mismatches in the initial years of operations till the project stabilizes and also
overall tenure mismatch between project cashflows and debt repayment, thereby resulting in private players
to fund cashflow mismatches from their own sources.

• Projects Delays Impact on Financial Institutions: As the debt are on the rise due to push for road projects,
many projects which get stuck or delayed result in loans turning into NPAs which leads to contraction in the
lending capacity of the banks.

• Financial Stress: Due to failed BOT projects on account of lower than estimated traffic or delays in project
completion due to approvals/ land acquisition, private players have come under financial stress due to
significantly leveraged balance sheets in anticipation of high levels of project revenue growth. Due to
slowdown in economic activity due to COVID - 19, revenue realisation has also been much lower rate than
anticipated.

• Highly stressed Loan portfolios: With lower than anticipated revenues, the private players’ debt servicing
capacity has been impacted. To mitigate the risk of failure of the company, restructuring of loan has been
opted by the private players. Restructuring of loans for the first time does not impact asset classification but
subsequent restructuring leads to NPA recognition in the books of financial institutions.

3.7 SWOT Analysis

In broader sense, following is the SWOT Analysis of Roads and Highway sector:
STRENGTH WEAKNESS

• India ranks second in the world with the • Fund set aside for the maintenance and
road network of 63.32 lakh Kilometres. expansion of road network have been
• State and National Highways form insufficient.
backbone of the country. • National highways represent only 2% of the
• It is most cost-effective way of linking the total network length and major traffic by road
Urban and Rural areas. is handled by National Highways.
• Government initiatives such as Gati Shakti, • Lower Private players participation on account
Bharatmala Pariyojana, National of unfavourable PPP models, delay in
Infrastructure Pipeline etc. construction work due to land acquisition.
• Development of Roads and Highways with
the help of Private Players.

OPPORTUNITY THREAT
• With National Highways and State • Decrease or stagnant Private participation in
Highways accounting to 5% of the total road construction will lead to delayed
road network, there is still an opportunity development resulting to higher cost of
of expanding them. construction.

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 • Conversion of state roads from 2 lane to 4 • Protest by landowners for higher compensation
lane and 4 lanes to 6 lane gives an added for their surrendered land result into delay and
opportunity of development. higher cost of construction.
• Budgetary allocation has been increased • Default of private player due to failed project
from Rs 522 Billion in FY17 to Rs 2,704 under PPP model will further reduce private
Billion in FY24 giving a Government participation.
seriousness to the connectivity by road. • Reduction in Budgetary allocation will take
• To mitigate the difficulty of land back the sector as private players too will think
acquisition, NHAI has decided to allot twice before placing bids.
project post 90% of land acquisition. • Development of Border roads may face off
• Government has come up with from neighbouring countries which will lead to
Bhoomirashi, a web portal, for the faster delay and higher cost of construction.
acquisition of land.

3.8 Outlook

Connectivity has always been the backbone of any economy as it not only reduces the overall cost of logistics but
also reduces the overall cost of production. To achieve last mile connectivity, roads and highways pave the way
as they are cost effective way of connectivity. Over the years budgetary allocation has been increased from Rs
522 Billion in FY17 to Rs 2,704 Billion in FY24 proving the Government’s high focus on infrastructure sector.
India has second largest road network in world with 63.32 lakh kilometres of roads and highways of which 5%
falls under Highways. For better connectivity and faster movement of goods, Government is expanding 2 lane
highways to 4 lanes and 4 lanes to 6 lanes. Sector has higher opportunities as the connectivity of ports and other
key locations such as consumption centres, metros, Tier-2 cities and strategic importance is still under developed.
To achieve the complete connectivity, private player participation is a must and to attract the investment of private
players, Government has brought into several Public-Private Partnership (PPP) models which has attracted
significant investment over the past decade. Of all the PPP models, HAM has proven to be a successful. It has
given favourable condition for the participation of private players. Government is looking forward to bring in
more projects under HAM followed by EPC. Lower participation for private players has at some point hampered
the overall development of roads and highway sector. Issues of delay in project completion, due to land
unavailability has been dealt by NHAI’s decision to allot project, post completion of 90% of land acquisition.
Also, the Government has allowed 100% FDI in the sector and allowed asset monetisation for private players post
construction is complete.

Further, to set a clear view of development, Government has set up National Infrastructure Pipeline. Under the
National Infrastructure Pipeline (NIP), 18% of the Rs. 1,11,000 Billion investment targeted over FY20-FY25 is
expected to be made in the roads sector. Majority of it is targeted towards improving road length and safety
features. A total of 1815 national highway projects spanning 87,612 kms and 5 expressway projects spanning
2,142 kms have been identified under the pipeline with a capital expenditure of Rs. 1,38,000 Billion over the
fiscals 2020 to 2025. Delhi-Mumbai expressway and Chennai-Bengaluru Expressway have been identified as the
marquee projects.

To finance the NIP, several innovative financial avenues would have to be looked at, such as asset monetization,
increased implementation of de-risked models such as Hybrid Annuity Model (HAM) and introduction of
investment platforms such as Infrastructure Investment Trusts (InvITs) apart from monetization planned through
the National Monetization Plan (NMP).

National Monetization Plan

The National Monetization Plan (NMP) announced by the Government has identified the road sector having the
maximum potential at Rs. 1,60,200 crores which constitutes 27% share in the overall NMP. Around 26,700 km

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of road assets are to be monetized under NMP which makes around 20% of the total asset length. The chart below
shows the phasing planned under NMP.

Chart 20: Phasing Under NMP

600 8,894 10,000
500 7,330
8,000
Rs in Billion

400 5,000 5,476

6,000

Km
300
534 4,000
200 440
300 329
100 2,000
0 -
FY22 FY23 Fy24 FY25

Monetisation Value Length of Assets Monitised

Source: National Monetization Pipeline, Volume II

NHAI announced InvIT as a mode to monetize road projects under NMP. The InvIT will initially have a portfolio
of five operating toll roads with an aggregate length of 390 kilometres. These roads are located across the states
of Gujarat, Karnataka, Rajasthan, Maharashtra, Andhra Pradesh, Madhya Pradesh and Telangana. NHAI’s first
InvIT raised more than Rs 50 Billion in November 2021 and second InvIT raised Rs 15 Billion in October 2022.

TOT projects covered under InvITs are Kotha Kota Kurnool Project Highway, Chittorgarh Kota Project Highway,
Maharashtra Belgaum Project Highway, Abu Road Swaroopganj Project Highway and Palanpur Abu Road Project
Highway. The Government plans to add more national highways to the InvIT portfolio as the long-term revenue
generating assets such as toll roads provide stable and long-term yields under the InvIT structure. With InvIT
coming into picture, burden on budget will be lowered as monetization of assets through InvIT will generate cash
flows for investment in ongoing and future projects. Further, this will also result in reduction in debt of NHAI.

4. Construction Sector

4.1 Overview

The construction industry in a country is an important indicator of its development. Broadly, the construction
sector can be classified into infrastructure, real estate and industrial construction. Wherein, infrastructure can
further be spread across different sectors such as roads and highways, telecom, airports, ports, power, oil and gas
and railways.

The construction sector contributed around 8.4% to the national GVA (at constant price) in FY23. Increase in
Infrastructure demand & Government initiatives shows the potential for catapulting India to the third largest
construction market globally.
Chart 21 : Share of key segments that contribute to construction spending

Industrial, 25%

Infrastructure, 66%

Real Estate, 9%

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Source: Department of Industrial Policy and Promotion (DIPP)

Key indicators of raw material consumption in construction sector:

Steel industry

India is the second largest steel producer in the world. The Indian steel sector has been able grow over the years
due to domestic availability of raw material such as iron ore and cost-effective labour.

Trend in India’s finished steel production and consumption

In the last 11 years, finished steel production increased at a CAGR of 4.9% from 78 MT in FY13 to 126 MT in
FY23. The growth in production is backed by a rise in domestic steel consumption on account of growing
economic activities in the country like increase in infrastructure and construction spending by the Government,
improved automobile and consumer durable demand among others. During these years, finished steel
consumption in India has increased at a CAGR of 5.1% from 73 MT in FY13 to 120 MT in FY23.

Chart 22: India’s finished steel production and consumption

140 127 122 120

116 114
120 103 101 103 106
96 101 99 100 96 95
91
In million tonne

100 84
78 73 77 82
80 74

60
40
20
0
FY13 FY14 FY15 FY16 FY17 FY18 FY19 FY20 FY21 FY22 FY23

Production Consumption

Source: CMIE

The domestic steel production in FY23 was 122 Million tonnes up from 114 Million tonnes in FY22, an increase
of 8% y-o-y. India’s steel consumption was at 120 Million tonnes in FY23, up from 106 Million tonnes in FY22,
an increase of 13% y-o-y on account of increased consumption by the Government on developing infrastructure
as well as the resumption of real estate and construction activities.

Cement industry

Cement industry forms part of the core industrial sectors in the country and in terms of production, India is the
second largest producer of the cement. For a developing and transitioning economy such as India, cement as a
commodity holds significant value given the immense infrastructure requirements of a growing and urbanizing
country, as well as its contributions by way of direct and indirect employment. The GoI has time and again
emphasized its focus on infrastructure development with the announcement of several schemes such as Housing
for All and NIP to name a few schemes. Growth in the cement industry is indicative of the overall growth in the
economy.

Even though India is the 2nd largest producer of cement in the world, the market is highly underpenetrated. The
per capita consumption of cement is only between 200-250 kg/per capita compared to the world average of 500-
550 kg/per capita.

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Trend in production

In FY22, production of cement at 350.6 Million tonnes (MT) surpassed the pre-pandemic levels, growing by
23.1% as compared with 285 MT of cement produced in FY21 aided by a low base of FY21 and pent up demand
from the previous years.

In FY23, there was an 8.9% increase in production on a year-on-year basis to 381.8 MT driven by increase in
Government push for infrastructure development especially in the rural segment, urban housing and construction
activities like metros, highways, smart cities etc. in different regions of India.

There is a cyclical trend in the cement production/consumption where-in the same is low during April to October
mainly on account of monsoons and picks up subsequently over November to March as the monsoons subside
and construction activity increases across the country. As a result, the production declines in the 1st and 2nd
quarter of any financial year compared to previous half year, but it soon picks up after the festive season and
usually see a significant growth in 3rd and 4th quarters of a financial year.

Chart 23: Cement production

450.0 25.0%
23.1% 381.8
400.0 350.6 16.4% 20.0%
350.0 327.7 327.3
14.1%15.0%
Million Tonne

13.8% 284.9
300.0

% Growth
8.9% 10.0%
250.0
5.0%
200.0
-0.1% 0.0%
150.0
100.0 62.7 71.5 -5.0%
50.0 -10.0%
-12.9%
0.0 -15.0%
FY19 FY20 FY21 FY22 FY23 2MFY23 2MFY24

Cement Produced Y-o-Y Growth

Source: CMIE, Xxxx Research

Cement consumption:

There was a major decline in cement consumption to 284 MT (13% y-o-y) in FY21, which can be attributed to
the challenging environment witnessed by the industry on account of Covid-19 pandemic outbreak. The end user
industries of cement such as real estate sector and infrastructure sectors were severely impacted. The persisting
liquidity crunch in the sector worsened, and restrictions imposed by the Government to arrest the spread of Covid-
19 led to many developers postponing completion of their projects. The industry had to also grapple with issues
such as reverse migration and disruption is supply chain.

In FY22, after opening of the economy, the real estate industry is demonstrated signs of recovery. Reopening of
the property markets in India led to an uptick in buyers. The second half of FY22 saw improvements in the real
estate capital flow even with emergence of Omicron though not to the pre-Covid levels. The cement consumption
stood at 350.2 MT in FY22 and continued to increase backed by growth in demand from end user industries such
as construction of public infrastructure and real estate. The demand growth continued in FY23 backed by fast
paced construction of roads, railways and other infrastructure projects across the country.

In FY23, there was an 9% increase in consumption on a year-on-year basis to 381.8 Million Tonnes due to
increased demand and increase in infrastructure activity across India.

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Chart 24: Cement consumption

450.0 30.0%
350.2 381.8
400.0 25.0%
350.0 327.0 326.0 20.0%
Million Tonne

284.0 23.3%
300.0 15.0%

% Growth
13.9%
250.0 9.0% 10.0%
200.0 5.0%
150.0 -0.3% 0.0%
100.0 -5.0%
50.0 -10.0%
0.0 -12.9% -15.0%
FY19 FY20 FY21 FY22 FY23

Cement Consumption Y-o-Y Growth

Source: CMIE, Xxxx Research

4.2 PPP models for enabling infrastructure growth

The Government has taken constant steps for encouraging strong private participation in infrastructure sector,
particularly from the perspective of the NIP. Hence, the focus has been on building a robust enabling environment
with a well-thought policy framework and a well-developed public authority for encouraging PPPs.
The different types of PPP models are as follows:
• Build – Operate – Transfer (BOT)

• Build – Own – Operate (BOO)

• Build – Own – Operate – Transfer (BOOT)

• Design – Build (DB)

• Design – Build – Operate (DBO)

• Design – Build – Finance (DBF)

• Lease – Renovate – Operate – Transfer (LROT)

• Engineering, Procurement and Construction (EPC)

4.3 Construction EPC in India

EPC stands for ‘Engineering, Procurement and Construction’. EPC entails the contractor build the project by
designing, installing and procuring necessary labour and land to construct the infrastructure, either directly or by
subcontracting. The EPC contract is a type of construction contract between parties where the contractor is
responsible for all the engineering, procurement, and construction activities to deliver the completed project to
the employer or owner. In addition to the delivery of the complete facility, the EPC contractor must deliver
it within a guaranteed time.

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Chart 25: Key Stakeholders of EPC Contract

Project owner
(Financer)

EPC Contractor

Suppliers Sub-Contractors Service providers Consultants

Source: Xxxx Research

Basic Features of an EPC Contract

• Single point responsibility
• Fixed contract price
• Fixed completion date
• Performance guarantee
• Caps on liability
• Security
• Liquidated damage
• Defect liability period
• Force majeure

EPC companies are generally responsible for design, procurement, construction, commissioning, and handover of
the project to the project owner. An EPC contract is a project document that binds the owner and contractor into
a contractual framework by clearly transferring the risk responsibility related to designing, procuring, and
constructing to the contractor. It also documents the performance standards the completed project is required to
meet. EPC contractor then uses various suppliers, sub-contractors, engineers, and consultants to execute the
project.

EPC contracts are of various types including turnkey contracts or contracts with fixed prices.

EPC companies can be classified based on their area of operation/specialization as below:

• General Contracting/Infrastructure
• Building construction – Residential and Commercial segments
• Oil & Gas EPC
• Power EPC: General Power EPC and Power Transmission, Solar Power
• Specialized EPC: Marine, Industrial, Railways, Tunnelling, Mining etc.

4.4 Key Infrastructure Segments

4.4.1 Roads and Highways outlook

India’s road infrastructure has seen consistent improvement in the last few years. Connectivity has improved and
road transportation has become a focus of rapid development. In current fiscal till the month of August 2022, the
pace of construction slowed to 18 km/day. Overall, till August 2022, 2,912 Kms of highways were constructed

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and 2,706 kms were awarded as compared to 3,355 Kms constructed and 3,261 Kms awarded in the previous year.
This slowdown can be attributed to increase in cost of input materials, longer-than-usual monsoon and problems
related to land acquisition and environmental clearance.

4.4.2 Railways outlook

The Indian Railways is the largest rail network in the World and is a regulated body under Government of India
and is the backbone of the Indian economy. It is also the fourth largest national railway system in the world. It
consists of a total track length of over 1,28,305 km with route consisting of more than 7,000 stations. Indian
railways run about 9,164 good trains and over 10,250 passenger trains daily. Around 9.64 million passengers are
carried daily by the railways and the freight carried daily stands at 3.88 million tonnes for the year FY22. It is
also the largest employer in India and contributes to about 1.5% of the GDP as it supports about 45% share of the
modal freight of India. It is the driver of India’s economic growth and is considered safe, viable and environment
friendly mode of transport in India.

The Railways operations can be divided into passenger and freight segments.

Owning to customer centric approach and business development units backed by strong policies, the Railways
breached the 1,400 Million Tonne (MT) Freight loading Mark for the first time in FY22.The originating freight
loading of the Indian Railways stood at 1512 MT in FY23 as compared to 1,418 MT in FY22.

Figure 1: Railway Operation

Over 3,519 million passengers carried in

Passenger FY22,10,250 passenger trains ran daily
in FY22.
Railways
Total freight loading stood at 1418.85 MT
Freight for FY22.These include mineral ores,
iron, steel, fertilizers, cement, agricultural
product, etc.

Indian Railways recorded a revenue of Rs 2,400 billion for the FY23. This was mainly supported by improvement
in passenger earnings through introduction of new trains and special trains or premium special trains etc. increase
in freight earnings like rationalizing merry-go-round policy, reducing distance in mini rakes, leasing of parcel
space to private parties and liberalization of parcel policy.

Apart from this, Indian railways is also considering to explore areas like changing coaches’ composition, having
additional streams by monetizing traffic on digital booking through IRCTC.

Passenger Earnings

Train travel is the preferred means of transport for long-distance travel for majority of Indians. Passenger traffic
is broadly divided into two categories i.e. suburban and non-suburban traffic. Suburban trains usually cover small
distances like 150 kms and carries the passenger within the cities whereas non-suburban trains cover larger
distances and covers inter cities or states. Majority of the revenue i.e. 94% comes from non-suburban trains. In
FY22, there was a 61% growth in passenger revenue Y-o-Y according to the provisional reports and it was majorly
because of low base effect due to the lockdown in COVID – 19 pandemic.

In H1FY23, the passenger traffic has already reached 3,062 million and is expected to cross pre-covid level in the
coming years. The increase in the demand for passenger trains is supported by return of normalcy after the blow
of pandemic, urbanization, improving income standards, etc.

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Chart 26: Passenger Traffic

Passenger traffic
90,000 82,860 84,490
80,860
80,000
70,000
60,000
50,000
40,000 35,190
30,000
20,000 14,571 16,045
12,500
10,000
-
FY18 FY19 FY20 FY21 FY22 Q1 FY23 Q2 FY23

P- Provisional; Source: Ministry of Railways, Xxxx Research

Freight Traffic

The freight traffic in India mainly consists of 9 commodities - coal, steel, iron ore, food grains, petroleum products,
amongst others. Coal has accounted for major freight volume at 728 MT in FY23. Along with coal, increase in
automobile loading has been a highlight of the freight business of the FY23. Despite of the passenger traffic being
lower than the pre-covid levels, the freight traffic was 6.6% higher in FY23. The Indian Railways has recorded
for the best freight business in history in the FY23 with 1512 MT freight loading.

The government is also heavily investing in rail infrastructure to improve freight transport. Due to favorable policy
measures and increasing private participation, continued healthy growth in freight traffic is expected in the
medium to long term.

Chart 27: Freight Traffic

1600 1512
1418
1400
1223 1210 1233
Freight (million tonnes)

1161
1200

1000

800

600

400

200

0
FY18 FY19 FY20 FY21 FY22 FY23

Source: Ministry of Railways, Xxxx Research

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Current Handling Capacity

The freight loading during FY22 was 1512 MT as against last year’s loading of 1418 MT registering growth of
6.6% year – on – year over last year loading. Freight revenue of Indian railways grew by 16% in FY23 and
reached 16,20,000 million vis-à-vis 13,92,870 in FY22.

The Mantra, “Hungry for Cargo” has been followed by the Indian Railways owing to which sustained efforts have
been made to improve the ease of doing business and to improve the service delivery at competitive prices. This
has resulted into new conventional and non-conventional commodity streams traffic coming to railways. Strong
policy making and customer centric approach has helped Railways to achieve this landmark.

Commodity wise the Railways has achieved an incremental loading of 75 MT in Coal, followed by 11 MT in
balance of other goods, 6 MT in cement & clinker and 7 MT in Fertilizer. FY23. Apart from this, increase in
automobile loading has also improved the freight traffic in FY23 and 5,527 rakes have been loaded in FY23 as
compared to 3,344 rakes in FY23 showing a growth of 65%. The freight ecosystem is also expected to grow from
the present level of 4,700 MT to 8,200 by 2030.

The sustained efforts of Indian Railways to increase supply of coal to power houses, in close coordination with
Ministries of Power and Coal, has again been one of the key features of the freight performance for FY23. The
loading of coal (both domestic and imported) to power houses has increased by 84 MT in FY23, with 569 MT
coal being moved to Power houses as against 485 MT last year, i.e. a growth of 17.3%.

Capacity Expansion Plans and Investments

Being the third largest network in the world under single management and over 68,000 route km Indian Railways
is known to provide safe, efficient, competitive transport system. On an average 1,835 km of track per year track
km per year of new track length has been added via new-line and multi-tracking projects during the period of 2014
to 2021, as compared to the average of 720 track kms per day during the period of 2009 to 2014. Indian Railways
is adopting new technology such as KAVACH, Vande Bharat trains and redevelopment of stations to have safe
and better journey experience for the passengers.

Capex has been added substantially during 2009-14 at an average of Rs 4,59,800 million to Rs 21,50,580 million
during 2021-22. Indian Railways is also targeting for 100% electrification of its network by December 2023. In
addition to the above, projects connecting difficult terrain such as Rishikesh - Karnaprayag line is also laid to
connect all capitals of north east states. Further, a number of infrastructure development initiatives are taken under
the National Rail Plan (NRP) prepared by Indian Railways.

The National Rail Plan is the road map for capacity expansion of the railway network by 2030 to cater to growth
up to 2050. It has been incorporated to take care of the demand and expectation of passengers and also increase
the modal share of railways in freight to 40-45% from the present level of 26-27%. The target of 40-45% modal
share for railways is necessary from the perspective of sustainability and also from the national commitments
made globally for reducing emission levels.

Government regulations and initiatives

PM- GatiShakti

PM Gati-Sakti is a national master plan for multi-modal connectivity across the country. It is a digital platform to
bring 16 ministries including railways, roadways together with an integrated plan to coordinate the
implementation of infrastructure connectivity projects.

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Under PM-Gatisakti, the concept of ‘One Station- one product’ concept is to be popularized to help the local
businesses and supply chain. About 2,000 kms of network will be brought under Kavach as a part of Atmanirbhar
Bharat. Kavach is indigenous world-class technology for safety and capacity augmentation in 2022-23.

Under this scheme, a total of 400 new-generation Vande Bharat Trains with greater energy efficiencies and
passenger experience are to be developed and manufactured and 100 cargo terminals for multimodal facilities are
to be setup in the next three years.

National Rail Plan

Indian Railways prepared a National Rail Plan for India-2030. This plan is to make railway system future ready
by 2030. The plan will be aimed to formulate strategies based on operational capacities and commercial policy
initiatives to improve the modal share of the railways to 45% in freight.

As per the National Rail Plan, the freight ecosystem is expected to grow from the present level of 4,700 MT to
8,200 MT by 2030. At present the railway capacity is barely able to carry 1,220 MT which is around 26-27% of
the modal share. The Plan provides a pipeline of projects, which on completion will increase railway capacity to
capture 45% of freight traffic. Since the railways is already having a large number of sanctioned projects that need
to be completed before taking up new projects, it has been planned to increase railway capacity in two surges. The
first surge is to be provided by the Vision 2024 plan to prioritize and complete sanctioned projects so that railway
capacity does not fall far behind the targeted modal share such that by the time capacity is finally created, the
traffic would have shifted to another mode. To prevent further bleeding away of modal share, railway capacity
enhancing projects have been categorized as Super Critical and Critical. 58 projects have been identified as Super
Critical and are targeted for completion by December 2022 and 68 projects have been identified as Critical and
have been targeted for completion by March 2024. These projects are focused at increasing capacity on routes
that serve major mineral, industrial hubs along with ports and major consumption centres.

Dedicated Freight Corridor (DFC)

Dedicated Freight Corridor Corporation of India Ltd. (DFCCIL) is already building two freight corridors - Eastern
Freight Corridor from Ludhiana to Dankuni (1,856 km), and Western Freight Corridor from Dadri to Jawaharlal
Nehru Port (1,504 km), at a total cost of Rs 8,10,000 million.

DFCCIL, a special purpose vehicle, was set up for implementing the DFC project under the administrative control
of Ministry of Railways.
• The plan is to construct dedicated freight lines along the eastern (1,856 km route length) and western (1,504
km route length) parts of India
• Total length: 2,8243 kms, total estimated cost: USD 11.66 billion as on September 2019 and financial
progress stands at 63.6% and physical progress stands 67.5%.
• The eastern wing of the DFC is being funded by the World Bank and western wing is being financed by the
Japanese International Cooperation Agency.
• The Japanese International Cooperation Agency has granted Rs 85,530 million (USD 1,167.68 million) for
phase 1 of the DFC
• The World Bank granted loan of USD 1,100 million for EDFC-2 and sanctioned loan of USD 650 million
for EDFC-3 in October, 2016

4.4.3 Urban Infrastructure

India is the second largest urban system in the world with almost 11% of the total global urban population living
in Indian cities. With growing population and major contribution by urban, development of urban infrastructure
remains a key focus of the Government. It is an important element in infrastructural development of the nation.
The urban infrastructure mainly consists of drinking water, sanitization, sewage systems, electricity and gas
distribution, urban transport, primary health services and environmental regulation.

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The investments in urban infrastructure has been growing steadily over the years. While most investment in this
period has been in basic municipal services (around 0.48% of GDP), investment in metro-rail infrastructure has
witnessed stronger growth. This growth can also be attributed to higher allocations and fiscal transfers under the
Government of India’s flagship programs namely Smart Cities and Atal Mission for Rejuvenation and Urban
Transformation (AMRUT) missions.

Chart 28: Trend in investment in urban infrastructure in India

16.5
15.7
Capex (USD billion)

11.7
9.8
8.4 8.9
7.4
6.6

FY11 FY12 FY13 FY14 FY15 FY16 FY17 FY18

Source: World Bank report

Need for Urban Infrastructure Development

Some of the issues like lack of availability of serviced land, traffic congestion, pressure on basic infrastructure,
extreme air pollution, urban flooding, water scarcity and droughts generate the need of infrastructural
development.

Some of the key pointers focusing on the needs of urban infrastructure development are listed below:

• Growing urbanization
India is in the process of transitioning from mostly rural to a quasi-urban country. This offers great opportunity
for leveraging the benefits of urbanization with robust system in place. There is immense scope in
infrastructure development of many Indian cities and town with the help of technology and planning. The
census indicates 30% of net increase in urban population between 2001 and 2011 indicating the nature of
transformation that is taking place in the rural areas. Along with this, the United Nations also estimates addition
to urban population of around 416 million people between 2018 and 2050. This highlights the need of constant
urban infrastructural development.

• Contribution to the economic growth

According to NITI Ayog, urbanization contributes to about 60% to India’s GDP. India being one of the fastest
growing economies in the world, cities plays vital role in economic growth and innovation. Cities are where
productive firms, better paying jobs and key institutions are located. There are some studies that attest linkages
between urbanisation and per capita GDP. Furthermore, there also exist large, untapped economies of scale.
This needs effective interventions incorporating urban planning, development and governance. Several growth
targets of India reflect the need for concerted action for fulfilling the full potential of the urban economy.

• Need to ensure Multi-sector convergence

There are multi-sectoral schemes that directly-indirectly impact the urban landscape in India, for instance,
Smart Cities Mission, Ministry of Housing and Urban Affairs, National Mission on Electric Mobility and
Green city. This is not possible without adequate technical knowhow and planning capacities at the local level.
Thus, it necessitates a stronger demand in infrastructure segment of construction industry.

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 Flagship government schemes for urban development

• Smart cities mission

Smart cities mission (SCM) is launched by the Government with an objective of promoting cities that provide
core infrastructure and give a decent quality of life to its citizens, a clean and sustainable environment and
application of ‘Smart’ solutions. The strategic components of Smart Cities’ initiative are Area-Based
Development (ABD) involving city improvement (retrofitting), city renewal (redevelopment) and city
extension (Greenfield development) and a pan city development in which Smart Solutions are applied covering
larger parts of the city.

The expected impact outreach under smart cities program is as below:

Table 8: Impact outreach under smart cities program as on 24.11.2022

Particulars Impact
No. of cities 100
No. of projects 5,151
Project amount (Rs. million) 20,50,180
Projects tendered 7,757 projects amounting to Rs. 18,47,270 million
Work orders issued 7,656 projects amounting to Rs. 18,25,430 million
Works completed 4,436 projects amounting to Rs. 7,58,270 million
Source: Ministry of Housing and Urban Affairs

• Atal Mission for Rejuvenation and Urban Transformation (AMRUT)

The Atal Mission for Rejuvenation and Urban Transformation (AMRUT) was launched on 25th June, 2015
covering 500 cities. Thrust areas of the Mission are water supply, sewerage & septage management, storm
water drainage, green spaces & park, non-motorized urban transport and capacity building. Mission focuses
on development of basic urban infrastructure with the following intended outcomes:
i. Universal coverage for access to potable water for every household
ii. Substantial improvement in coverage and treatment capacities of sewerage
iii. Developing green spaces and parks
iv. Reform implementation and
v. Capacity building

Table 9: Overall progress of implementation till January 2023 - Sector wise:

Sector Projects completed Projects ongoing Total projects grounded

No. Amount No. Amount No. Amount
(in Mn) (in Mn) (in Mn)
Water supply 934 1,75,976 407 250,401 1341 4,26,378
Sewage and septage 507 1,21,637 357 218,209 864 3,39,846
management sector
Storm water drainage sector 682 13,589 118 16,186 800 29,775
Parks and Green spaces 2,312 13,651 209 2,326 2,521 15,978
Urban transport 265 5,460 83 4,788 348 10,248
Total 4,700 3,30,313 1174 4,91,912 5874 8,22,226
Source: Ministry of Housing and Urban Affairs

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4.4.4 Irrigation

Water is a critical input for agriculture which accounts for about 80% of the current water use in the country. The
share of net irrigated area accounts for about 49% of the total net sown area in the country and out of the net
irrigated area, about 40% is irrigated through canal systems and 60% through groundwater. Micro Irrigation
systems paves the way for highest and efficient use of our water resources. Micro irrigation is a modern method
of irrigation; by this method water is irrigated through drippers, sprinklers, foggers and by other emitters on
surface or subsurface of the land.

On the other hand, there are large and complex irrigation projects that have transformed the landscape in many
parts of India. These include dams, barrages, and networks of major / minor canals and lift irrigation projects.

Some of the measures which are seen as major reform areas within the irrigation sector include effective water
pricing, addressing the deficiencies of canal supplies, modernization of canals and canal controls, reclamation of
waterlogged and saline/alkaline soils, increasing farm-water use efficiencies, and making command area
development programs more effective. A number of reforms in the agriculture sector are also envisaged to enhance
production, productivity, and the farmer’s income and livelihood.

Some of the recent major government initiatives under irrigation segments are as below:

Micro Irrigation Fund Scheme

With the objective of facilitating the States in mobilizing resources for expanding coverage of micro irrigation, a
Micro Irrigation Fund (MIF) with corpus of Rs 50,000 million were created with National Bank for Agriculture
and Rural Development (NABARD) during FY19. As per NABARD, 14 projects have been sanctioned to 08
States (Andhra Pradesh, Gujarat, Haryana, Punjab, Rajasthan, Tamil Nadu, Uttarakhand and West Bengal) under
MIF as on 31 December 2022. The total loan sanctioned to 8 states stands at 47,109 million as on 31 December
2022.

Pradhan Mantri Krishi Sinchayee Yojana

The Government of India is promoting micro irrigation viz. Drip and Sprinkler Systems in the Country for
enhancing water use efficiency at farm level under the Per Drop More Crop component of Pradhan Mantri Krishi
Sinchayee Yojana (PMKSY-PDMC) from FY16. Under PMKSY-PDMC, as on 14.12.2021, total area of 59.37
lakh hectare has been covered under micro irrigation in the country from FY16.

4.4.5 Other Sector

Telecom - The growth of telecom sector is largely backed by in proliferation of broadband subscribers and data
consumption. Evidently, growth of telecom industry has high dependency on robust and ubiquitous infrastructure.
Over the last few years, telecom sector in India has become data driven and reducing costs of data due to the fierce
competition in the sector. With this, the number of telecom towers has also increased substantially over the years.
This reflects infrastructure built up that is going to boost the government’s digital campaign. The number of
mobile towers installed stands as 7,37,196 as on October 2022.

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Chart 29: Number of mobile towers (Cumulative)

7,10,040 7,37,196
6,45,814
5,95,649
No. of Mobile

5,37,136
4,64,661
Towers

FY18 FY19 FY20 FY21 FY22 FY23*

Note: FY23 is as on 31.10.2022; Source: Department of Telecommunication

Overall, telecom infrastructure providers play a key role in transformative initiatives of the Government of India
like Smart City Mission and BharatNet to enhance connectivity by robust telecom infrastructure. Under the
flagship BharatNet Project, 6.03 lakh kms Optical Fiber Cables were laid as on 10.10.2022. A total of 1.9 lakh
Gram Panchayats have already been connected with Optical Fibre Cables. The scope of BharatNet has also been
extended to cover all inhabited villages beyond Gram Panchayats.

Furthermore, the Government of India is implementing a Comprehensive Telecom Development Plan (CTDP) for
the North-Eastern Region and Comprehensive Telecom Development Plan for Islands to provide mobile
connectivity in the uncovered villages and along National Highways in the North-east. These initiatives reflect
the thrust towards expansion in telecom infrastructure.

4.5 Government initiatives

The Indian government has enacted several development schemes. Some of the major Government initiatives
relating to construction sector are listed as below:

• Atal Mission for Rejuvenation and Urban Transformation (AMRUT) - AMRUT aims to enhance the
quality of life for Indian citizens by providing services such as water supply and sewerage

• Deen Dayal Upadhyay Gram Jyoti Yojana (Ddugjy) -DDUGJY aims to provide continuous power supply
to India's rural areas

• Pradhan Mantri Krishi Sinchai Yojana - National mission to improve farm productivity and ensure better
utilization of the resources in the country

• Railways Station Redevelopment Program - National program to redevelop 400 railway stations through
PPP mode

• Smart City Mission - Enhancing quality of life by enabling local development and creating smart solutions

4.6 Opportunities in NIP for the construction segment

Before the onset of the pandemic the Government of India had unveiled the National Infrastructure Policy (NIP)
covering various sectors and regions indicating that it is relying on an ‘infrastructure creation’ led revival of the
country’s economy. The NIP which covered rural and urban infrastructure entailed investments to the tune of Rs.1
billion to be undertaken by the Central Government, State Governments and the private sector during FY20-25.
This in turn is expected to offer significant opportunities to construction players in India.

In order to achieve the GDP of USD 5 trillion by FY25, India needs to spend about USD 1.4 trillion over these
years on infrastructure. During FYs 2008-17, India invested about USD 1.1 trillion on infrastructure. However,

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the challenge is to step up infrastructure investment substantially. Keeping this objective in view, National
Infrastructure Pipeline (NIP) was launched with projected infrastructure investment of around Rs 1 billion (USD
1.5 trillion) during FY 2020-2025 to provide world-class infrastructure across the country, and improve the quality
of life for all citizens. It also envisages to improve project preparation and attract investment, both domestic and
foreign in infrastructure. NIP was launched with 6,835 projects, which has expanded to over 9,000 projects
covering 34 infrastructure sub-sectors.

Chart 30: Sector-wise break-up of capital expenditure of Rs. 1 billion during fiscal 2020-25

Agriculture & food Social Infrastructre, Industrial

processing 4% Infrastructure, 3%
infrastructure, 2%
Rural Infrastructure,
7% Energy, 24%
Irrigation, 8%

Digital Infra, 3%
Road, 18%
Urban, 17%

Railways,
12%
Airports, 1%
Ports, 1%
Source: NIP

During the fiscals 2020 to 2025, sectors such as energy (24%), roads (18%), urban infra (17%), and railways
(12%) amount to around 70% of the projected capital expenditure in infrastructure in India. NIP has involved all
the stakeholders for a coordinated approach to infrastructure creation in India to boost short-term as well as the
potential GDP growth.

Further, the number of projects and the total cost as per NIP for different sectors are as follows:

Sector No. of projects Value of projects (Rs. billion)

Roads & bridges 3,564 400.2
Railways 679 208.36
Power and others 325 153.8
Urban Infra 227 115.13
Source: Department of Economic Affairs

4.7 Opportunities in the construction industry

• Continued Government spending - Over the long term, the outlook for construction sector is favorable
supported by continued Government spending on infrastructure. The Government has expanded the National
Infrastructure Policy (NIP) during the Budget to 7,400 projects from 6,835 projects and announced plans for
the National Monetization Pipeline and Development Finance Institution (DFI) to improve the financing of
infrastructure projects. The NIP covers various sectors and regions indicating that it is relying on an
‘infrastructure creation’ led revival of the country’s economy. The NIP covering rural and urban
infrastructure entailed investments to the tune of Rs.1 billion will be undertaken by the Central Government,
State Governments and the private sector during FY20-25.

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 • Growth in road construction - Road construction in India is expected to grow with new funding
mechanisms by NHAI, such as ToT (Toll Operate Transfer) and InvITs (Infrastructure Investment Trust)
and interest from international funds (both for equity as well as debt).

• Strengthening real estate developments - Real Estate has the potential for catapulting India to the third
largest construction market globally. The sector is expected to contribute 15% to the Indian economy by
2030. The recent policy reforms such as the Real Estate Act, GST and REITs are steps to reduce approval
delays and are only going to strengthen the real estate and construction sector.

• Development in Railways - Indian Government is taking several initiatives to upgrade aging of railway
infrastructure and its quality of service. The upgrades include 100% electrification of railways, upgrading
existing lines with more facilities and higher speeds, expansion of new lines, upgrading railway stations,
introducing and eventually developing a large high-speed train network interconnecting major cities in
different parts of India and development of various dedicated freight corridors to cut down cargo costs within
the country. These developments augurs well for growth in construction segment.

• Growing focus towards renewable energy and rural electrification - The demand for electricity in the
country has increased rapidly and is expected to increase further. Increasing Government focus towards
renewable energy sector as well as rural electrification are also expected to drive the investments in the
Power sector.

• Adoption to Electric Vehicle - Several nationwide initiatives and state EV policies are enabling an
ecosystem for accelerated deployment of Electric vehicles (EV). The estimated future growth of EVs in India
is estimated due to faster and higher penetration and to achieve the leading position in cutting edge
technology, India has set ambitious target of 30@30 goals. As EV adoption grows, readiness of the electricity
grid to EV charging demand offers opportunity for innovative infrastructural development.

4.8 Challenges in the construction sector

• Volatility in raw material prices - The rising cost of steel and cement, two major raw materials consumed
by the construction industry saw a sharp rise during the second half of FY21. Raw material cost of different
construction companies ranges in 30-50% of the total cost. Any variation in the prices of raw materials during
the construction period of the project has a direct impact on total cost of the project. The average domestic
steel prices surged 26% y-o-y in FY21. In FY22 as well, the average price of domestic steel and cement
increased by 45% and 8% respectively. Here, increased international steel prices led to significantly higher
export volumes, which in turn led to an increase in domestic steel prices. Whereas, the rise in cement prices
was primarily on account of rising input and fuel costs pressure due to geopolitical tensions. The volatile
commodity prices are expected to impact margins of construction players.

Chart 31: Movement in raw material prices

Steel: Domestic average finished steel prices

1,00,000 83,785 84,115 86,130 85,820 88,498

71,157 74,290 71,326 73,757 72,608
80,000
59,113
Rs per tonne

60,000 47,629 49,923

40,000

20,000

0
Jun-20 Sep-20 Dec-20 Mar-21 Jun-21 Sep-21 Dec-21 Mar-22 Jun-22 Sep-22 Dec-22 Mar-23 Jun-23

Source: CMIE

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Cement: All India price per 50 kg bag of cement is depicted in the chart below:
500

450
Rs/50 Kg

400

350

300

250

Axis Title

South West Central North East All India

Source: Industry Sources, Xxxx Research

• Time and cost overrun due to delay in getting clearances - Construction sector has witnessed many
consistent changes over the past few years. Delay in project completion is one of the major challenges for
the construction market in India. Construction projects are large scale, time and cost sensitive. The gestation
period of project also increases because of factors such as political risks in the country, liquidity crunch, and
delay in getting environmental clearance, forest clearance, defence land handovers etc. Time overrun and
project inflationary cost escalations plague many large Government-based projects. All projects have to be
time bound to be profitable, however, the market still suffers from inherent delays owing to these reasons.

• Environment Preservation - One of the important aspects of a construction project is preservation of the
environment. With problems like soil erosion, air and water pollution, the construction players are obligated
to adopt to innovative measures and increase their investment in reducing the negative impact on
environment.

• Quality related challenges - Quality in construction industry is an important factor yet it often gets
compromised during the initial stage of the life cycle of the project. That is at the design and the construction
stage. Some of the factors affecting the quality of construction are design changes during construction stage,
poor supervision and project management on construction site and inadequate contractor experience.

• Natural Disaster and Calamities - The impact of natural disaster and calamities can be huge for any
construction activity. The financial set back faced and rehabilitation work after any such hazards is itself a
great challenge for the construction industry. Thus, it becomes imperative to bring in innovations in
construction related technologies to cope with natural disasters.

• Revenue and operational gap in electricity distribution - India has one of the highest AT&C losses in the
world. As per the Central Electricity Authority of India, over 27% of the total power produced is lost due to
either dissipation from wires or theft which impacts the revenue of the discoms. Usually, discoms face a
power deficit during the day time and a power surplus during the night. At times of power deficit, the discoms
purchase the additional power required from the open market and at time of power surplus, the discoms sell
the surplus power on the open market.

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4.9 SWOT Analysis

In broader sense, following is the SWOT analysis of construction industry covering all the key segments:
STRENGTH WEAKNESS
• Growing urbanization • Lack of clearly defined processes and
• Availability of labour force procedures
• Continuous Government support • Issues relating to funding
• Better economic growth rate • Unskilled labour force
• Ageing Infrastructure
OPPORTUNITY THREAT
• Continued Government spending • Volatility in raw material prices
• Growth in road construction • Time and cost overrun due to delay in
• Strengthening real estate developments getting clearances
• Development in railways • Environment Preservation
• Growing focus towards renewable energy • Quality related challenges
and rural electrification • Natural Disaster and Calamities
• Adoption to Electric Vehicles • Revenue and operational gap in electricity
distribution

5. Water and Wastewater Industry

5.1 Overview

India is the world’s second most populous country with 1.38 billion people. Out of this, 65% of the population
lives in rural area and 35% are connected to the urban centers according to United Nation (2019). The metropolitan
cities of the country are seeing major expansion as a result of economic expansions and reforms. This expansion
in urban population is unsustainable without efficient planning of cities and provision of utility services especially
clean and affordable water. Water allocation in cities are usually done from common pool with multiple sectoral
demand.

It is expected that by 2050, about 1450 km3 of water will be required out of which approx. 75% will be used in
agriculture, ~7% for drinking water, ~4% in industries, ~9% for energy generation. However, because of growing
urbanization, the need for drinking water will take precedence from the rural water requirements. Many of the
cities are situated by the bank of rivers from where the fresh water is consumed by the population and the waste
water is disposed back into the river, thus contamination of the water source and irrigation water. This has raised
serious challenges for urban wastewater management, planning and treatment.

According to the by Central Pollution Control Board (CPCB), the estimated wastewater generation was almost
39,600 million litres per day (MLD) in rural regions, while in urban regions it was estimated to be 72,368 MLD
for the year 2020-21. The estimated volume is double in the urban cities is almost double than that of the rural
regions because of the availability of more water for sanitation which has increased standard of the living.

Water supply management

With increasing population of the country, the need for water and its management is ever increasing. Water
availability is projected to become a major concern in the future. In addition to that, the damage to water resources
done by pollution is yet another concern. Releasing industrial waste, discharge of untreated or partly treated
municipal waste water through drains, discharge of industrial effluent, improper solid waste management, illegal
ground water abstraction, encroachments in flood plains/ river banks, deforestation, improper water shade
management and non-maintenance of e-flows and agriculture run off etc. are some of the major reasons for
pollution of water bodies. The GoI has come up with various schemes that emphasizes on water conservation and
restoration. As a result, the number of polluted river stretches has reduced from 351 in 2018 to 311 in 2022 and

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improvement in water quality has been observed in 180 out of 351 Polluted River Stretches (PRS) during the year
2018. As per a report by Ministry of Jal Shakti, assessment of water quality over the years discloses that in the
year 2015, 70% of rivers monitored were identified as polluted, whereas in the year 2022 only 46% of rivers
monitored are identified as polluted. The water requirement is only estimated to grow higher in the coming years.
Market size for water requirement for different uses (in Billion Cubic Meters) in coming years:
Sr No. Uses Scenario (2025) Scenario (2050)
1 Irrigation 611 807
2 Domestic 62 111
3 Industries 67 81
4 Power 33 70
5 Others 70 111
Total 843 1,180
Source: Xxxx Research

Providing clean drinking water is the main focus of the Government. Over the years, the drinking water quality
has become a major concern in the rural areas.

Central Water Commission (CWC) periodically assesses country’s overall water resources and it has accorded
water supply for drinking purpose as the top most priority under water allocation.

To address the present and future food and water security concerns, the GoI has been implementing various
schemes. Following are some of the priority areas, focusing on water resources development, that have been
identified by the GoI:

• Improving the overall water use efficiency in irrigation and drinking water supply system
• Adoption of piped distribution system in place of open canal system to reduce the conveyance water loss
• Command area development by implementing more micro irrigation system and participatory irrigation
management
• Dam safety, dam rehabilitation and performance improvement
• Repair, renovation and restoration of existing water bodies for irrigation, drinking water supply, cultural
activities, etc.
• Improving the rural drinking water supply system and sanitation

Impact of COVID – 19

COVID – 19 restated the importance of sanitation and water availability to the world. It made the need for water
management more prominent than it was before the pandemic.

The Government has in the past five years introduced a number of schemes to streamline water supply and waste
water management. However, COVID - 19 impacted the construction activities across sectors due to labor
shortage and material shortage. With the support of the Government, majority sectors were able to sail through
the tough times.

Although, it was challenging for the department to ensure testing of water sources during COVID-19, 12,000 Self-
Employed Mechanics (SEMs) & more than 11,000 members of women Self-Help Groups (SHGs) were trained &
provided with 7,000 Field Test Kits to act as water warriors. COVID - 19 did slowdown the speed of the project
execution, however, the execution pace has picked up since fiscal 2023.

In Dam Rehabilitation and Improvement Project, due to the COVID - 19 pandemic, Ministry of Jal Shakti initiated
some urgent actions to facilitate the partner agencies to compensate for the loss of time and complete the ongoing
rehabilitation activities. The Scheme was extended by additional nine months i.e. up to March 31, 2021. Also, the
loan amount of US$ 101 Million was surrendered in 2020 to avoid the commitment charges on undisbursed loan
amount. Phase I of project closed successfully on March 31, 2021.

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After the successful implementation of Jal Shakti Abhiyan in 2019, Ministry of Jal Shakti planned to take up the
Jal Shakti Abhiyan-II (JSA-II), covering all blocks of all districts of the country but it could not be taken up due
to COVID - 19 pandemic imposed restrictions. However, to keep its continuity, National Water Mission, launched
a campaign “Catch the Rain” with the tag line “Catch the rain, where it falls, when it falls” to nudge the states and
all stakeholders to create Rain Water Harvesting Structures (RWHS) suitable to the climatic conditions.

Urban Waste Generation and Treatment

In India, the sewage generation in the urban region was 72,368 MLD for the year 2020-21, while the installed
sewage treatment capacity is 31,841 MLD. The operational capacity is on 26,869 MLD, which is very low than
the load generation.

Of the total sewage generation only 28% i.e. 20,236 MLD was treated which implies that 72% of the waste water
is left untreated and is disposed in the various water bodies like river, lakes or underground water. There is some
capacity addition like 4,827 MLD sewage treatment has been added but a gap between the waste water generation
and treatment of 35,700 MLD i.e. 49% still remains.

In the city-scale assessments, the wastewater generation from Class I cities and Class II towns (as per the 2001
census) is estimated as 29,129 MLD, and under the assumption of a 30% decadal increase in urban population, it
is expected to be 33,212 MLD at the current time. Against this, the existing capacity of sewage treatment is only
6,190 MLD. There is still a 79% (22,939 MLD) capacity gap between sewage generation and existing sewage
treatment capacity. Another 1742.6 MLD wastewater treatment capacity is being planned or built. Even with this
added to the current capacity, there is still a sewage treatment capacity shortfall of 21,196 MLD.

Chart 32: Sewage generation and treatment capacities (MLD)

16000 100%
13503 92% 95%
14000 87% 90%
84% 80%
12000
67% 70%
10000 60%
8000 50%
6000 4807 40%
4472 4018
3836 30%
4000 2965
20%
2000 485 768 322 143 10%
0 0%
Class I Cities (>10 Class I Cities (5-10 Class I Cities (2-5 Class I cities (1-2 Class II towns (0.5-1
lakhs population) lakhs population) lakhs population) lakhs population) lakh population)

Sewage Generation(MLD) Installed Treatment Capacity (MLD) Capacity Gap(%)

Source- Central Pollution Control Board, as on March 2021

Note- Performance of 115 sewage treatment plants studied by Central Pollution Control Board

5.2 Government Initiatives

Water supply

Jal Jeevan Mission - ‘Har Ghar Jal’

JJM is a Central Government initiative undertaken by Ministry of Jal Shakti. It aims to ensure piped water access
to every household in India. The initiative was launched on 15 th August 2019 by the Prime Minister of India.
The program is implemented in partnership with States to assure tap water supply in adequate quantity, prescribed
quality, adequate pressure, on a regular and long-term basis in all rural households and public institutions, which

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includes anganwadi, schools, ashramshalas, public/ community health centres, sub-centres, wellness centres,
community centres, gram panchayat buildings, etc., by the year 2024.

Under JJM, 30% weightage was assigned for difficult terrains which inter alia include areas under Desert
Development Programme (DDP) and Drought Prone Area Programme (DPAP) while allocating the fund, to
prioritize the coverage in these areas. Further, provisions have been made in the operational guidelines for
planning and implementation of bulk water transfer from long distances and regional water supply schemes for
ensuring tap water supply in drought-prone & water-scarce areas/ areas with inadequate rainfall or dependable
ground water sources. In addition, provisions have also been made for source recharging, viz. dedicated bore well
recharge structures, rain water recharge, rejuvenation of existing water bodies, etc., in convergence with other
schemes such as the Mahatma Gandhi National Rural Employment Guarantee Act 2005 (MGNREGA), Integrated
Watershed Management Programme (IWMP), 15th Finance Commission tied grants to Rural Local Bodies (RLB)/
Panchayat Raj Institutions (PRI), State schemes, Corporate Social Responsibility funds, etc.

For villages in water-scarce areas, in order to save the precious fresh water, states are also being encouraged to
plan new water supply scheme with dual piped water supply system, i.e. supply of fresh water in one and treated
grey/ waste water in another pipe for non-potable/ gardening/ toilet flushing use. Moreover, the households in
these areas are to be encouraged to use the faucet aerators that save a significant amount of water, in multiple taps
that they may be using inside their house.

Functional Household tap connection under Jal Jeevan Mission – Status of tap water connection in rural
homes:

Chart 33: Number of Households with tap water connection

1,400 100%
1,263
90%
1,200
80%
1,000 70%
65%
60%
800
50%
600
40%

400 324 30%

20%
200 17%
10%

0 0%
Aug 19 Jul 23

Functional Household Tap connection Percentage of Household

Source: Jal Jeevan Mission, Xxxx Research

Funds allocated for Jal Jeevan Mission:

The estimated cost of the mission is Rs 36,00,000 million. The Central and State have a share of Rs 20,80,000
million and Rs 15,20,000 million, respectively of the total cost.

The 15th Finance Commission has identified water supply and sanitation as a national priority and allocated funds
of Rs 23,60,000 million to Rural Local Bodies/Panchayat Raj Institutions (RLBs/PRIs) for the period 2021-22 to
2025-26. Accordingly, 60% of the fund, i.e., Rs 14,20,000 million provided as Tied Grants are meant to be utilized
exclusively for the drinking water, rainwater harvesting and sanitation & maintenance of open-defecation free

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(ODF) village. This huge investment in rural areas across the country is accelerating economic activities and
boosting the rural economy, as well as creating employment opportunities in villages. This is a progressive step
to ensure that villages have potable water supply with improved sanitation for transforming the villages into 'Water
Sanitation and Hygiene (WASH) enlightened ' villages. In 2022-23, the GoI has released Rs 2,29,750 million to
21 eligible States for the implementation of JJM. In FY24 Budget, the allocation for JJM has increased to Rs
7,00,000 million, an increase of 27% from Rs 5,50,000 million in FY23. The Central funds are released by the
GoI based on the utilization of available Central funds and matching State share. For online monitoring, Integrated
Management Information System (IMIS) and JJM–Dashboard have been put in place. Provision has also been
made for transparent online financial management through Public Financial Management System (PFMS).

The details of Central funds allocated, funds drawn, and funds utilization reported in the year 2019-20, 2020-21,
2021-22, and 2022-23 under JJM is as below:

Fund allocation for Jal Jeevan Mission: (in Rs million)

Funds drawn by
Year Funds allocated Reported Utilization
State/UT
2019-20 1,00,006 99,518 59,988
2020-21 1,10,000 1,09,178 1,25,420
2021-22 4,50,110 4,00,097 2,55,243
2022-23 * 5,50,000 4,19,194 4,17,964

*As on 22.03.2023

Use of technology: JJM is focusing on using various technologies for the community-led implementation of:
• Source sustainability measures such as aquifer recharge, rainwater harvesting, increased storage capacity of
water bodies, reservoirs, de-silting, etc. to improve the lifespan of water supply systems
• Water budgeting and audits
• Operation and maintenance
• Grey water management
• Water quality monitoring and surveillance
• Pre-positioned emergency water supply kits to provide transitional services in camps
• Solar based water supply schemes using solar energy which are steps intended to reduce the carbon footprints
• Technologies like Internet of Things (IoT) for Supervisory Control and Data Acquisition (SCADA), remote
sensing & Geographic Information System (GIS), design software has been used in building climate resilience
through water accounting, water quality control, water use efficiency, water resource planning, and impact
assessment. IoT Pilots are being implemented in 118 villages in 14 States/UTs. 25 innovative projects related to
water are recommended by Technical Committee for water treatment, water quality & monitoring, IoT-based
battery vehicles, and software for the hydraulic design of water treatment plants in rural India.

Reducing Non – revenue water: The community - led water audits and water security planning is crucial to
reduce the real and apparent losses in the water supply distribution system and non-revenue water.

Measures like IoT-based technology, water metering, installation of flow control valves in water connection, water
budgeting, community surveillance, water conservation measures and convergence with various water-related
programs, etc. are being taken up to further strengthen the water supply management for all.

Status of tap water connections provided under JJM:

Households: State/UTs with 100% tap water connection (in lakhs):

Remaining households as
State/UT Progress till date Progress %
on 15/8/2019
Goa 0.60 0.60 100%
A&N Islands 0.30 0.30 100%

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 D&NH and D&D 0.90 0.90 100%
Haryana 12.70 12.70 100%
Gujarat 26.00 26.00 100%
Puducherry 0.20 0.20 100%
Telangana 38.30 38.30 100%
Punjab 34.26 34.26 100%
Himachal Pradesh 17.09 17.09 100%
Source: Jal Jeevan Mission, Xxxx Research

Schools:

Chart 34: Schools provided with tap water connection

10 9
9
8
7
6
in lakhs

5 4
4
3
2
1
0
Prior to the campaign Jan-23

Source: Jal Jeevan Mission, Xxxx Research

Schools with 100% water supply:

Schools with tap water Schools with tap water

State/UT Total schools
supply supply (%)
Andaman & Nicobar Islands 368 368 100%
Dadra & Nagar Haveli and
411 411 100%
Daman & Diu
Goa 1,098 1,098 100%
Haryana 12,818 12,818 100%
Kerala 10,877 10,877 100%
Lakshadweep 33 33 100%
Puducherry 390 390 100%
Source: Jal Jeevan Mission, Xxxx Research

Atal Bhujal Yojana

Atal Bhujal Yojana was launched in 2019 to undertake community-led sustainable ground water management of
the stressed areas identified. It was launched to strengthen institutional framework and monitoring ground water
data and improve planning and implementation of the water management interventions.

It is a Scheme of the GOI aided by the World Bank with an outlay of Rs 60,000 million and is implemented to
focus on community participation and sustain ground water level in identified water stressed areas during five-
year duration. The schemes currently are taken up in seven states of Haryana, Gujarat, Karnataka, Madhya
Pradesh, Maharashtra, Rajasthan and Uttar Pradesh.

It is the world’s largest community-led ground water management program which is helping villagers understand
the water availability and usage pattern in their areas.

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Jal Sakti Abhiyan (JSA)

Jal Sakti Abhiyan - I was launched in the year 2019 in the stressed districts of the country to promote conservation
of water, water resource management, implementing rain water harvesting, renovation of traditional water bodies,
reuse of water, recharging water body structures, watershed development and afforestation. The actual expenditure
from MGNREGS fund was Rs 1,80,660 million.

JSA is expanded to ‘Jal Sakti Abhiyan: Catch the Rain’ to cover all the blocks of the districts across the country
to focus on –

1) Rainwater harvesting & water conservation

2) Enumerating, geo tagging & making inventory of all water bodies
3) Setting up Jal Shakti Kendras
4) Afforestation
5) Generation of awareness

The progress of the Jal Shakti Abhiyan: Catch the Rain campaign of 2021 as uploaded on the portal from 22.3.2021
to 28.03.2022 are as follows: -

• Water Conservation & Rainwater Harvesting Structures: 16.20 lakhs

• Renovation of Traditional Water Bodies: 3.00 lakhs
• Reuse and Recharge Structures: 8.30 lakhs
• Watershed Development: 19.20 lakhs
• Intensive Afforestation: 3,675.70 lakhs
• and Training Programmes/ Kisan Melas: 0.43 lakhs

The above details include completed as well as ongoing works. Actual expenditure from MGNREGS fund was
Rs 6,56,660 million. States/UTs have also been directed to utilize their own resources.

Water Vision@2047

‘Water Vision@2047’ conference was held in Bhopal on 6th January,2023 under the Ministry of Jal Sakti. In this
conference different ways of increasing water availability and efficient utilization of water resources and their
development was discussed. Challenges of water conservation, increasing population, climate change, rapid
industrialization and urbanisation, and economic boom which will lead to increase in demand of water were
discussed. It was also stated that the harvestable component of water resources is to be surpassed and planning is
to be done towards 2047 to achieve the water conservation goals were discussed. Water quality was also discussed
and the vision was set to creating over 2,000 water quality testing laboratories, training 4 lakh women for using
Field Testing Kits to testing water using Internet of Things based on sensor.

Atal Mission for Rejuvenation and Urban Transformation (AMRUT)

The Atal Mission for Rejuvenation and Urban Transformation was launched in June 2015 under GoI. It is the first
focused national water mission and was launched in 500 cities and covers 60% of the urban population. In the
Budget of FY24, the allocation to AMRUT has increased from Rs 1,53,000 million to Rs 1,60,000 million.
The program focuses on basic urban infrastructure in water supply system and access to potable water for every
household.

Universal coverage of water supply is the priority under the Mission, under which 228 million tap connections
have been provided. The total plan size of all State Annual Action Plan (SAAPs) was Rs 7,76,400 million out of
which Rs 3,90,110 million i.e. 50% has been allocated to water supply.

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Waste water management:

Jawaharlal Nehru National Urban Renewal Mission

This scheme was launched in December 2005 and is the largest national urban initiative to encourage reforms and
fast track planned development of 63 identified cities. The focus is improving efficiencies of the urban
infrastructure and services. It consists of two sub-missions - Urban Infrastructure & Governance and Basic
Services to the Urban Poor.

It focuses on many aspects of urbanization like redevelopment, water supply, sewage and solid waste
management, urban transport including roads, high ways, metro projects, parking lots, heritage area development,
prevention of soil erosion, preservation of water bodies etc.

Atal Mission for Rejuvenation and Urban Transformation (AMRUT)

The Atal Mission for Rejuvenation and Urban Transformation was launched in June 2015 under the GoI. It is the
first focused national water mission and was launched in 500 cities and covered 60% of the urban population.

Under the program, 883 sewerage & septage management projects which amounts to Rs 3,40,810 million have
been taken up out of which 370 projects costing Rs 82,580 million have been completed till date. In the Budget
FY24, the allocation to AMRUT has increased from Rs 1,53,000 million to Rs 1,60,000 million.

Namami Gange programme

It is an integrated Conservation Mission approved as ‘Flagship Programme’ by the Union Government in June
2014 with budget outlay of Rs 2,00,000 million to accomplish the twin objectives of:
I. effective abatement of pollution
II. conservation and rejuvenation of National River Ganga

The Programme has main objectives of Sewerage Treatment Infrastructure, River Surface Cleaning, Afforestation,
Industrial Effluent Monitoring, etc. For conservation of rivers, the Ministry of Jal Sakti has been supplementing
efforts with the states and Union Territories by providing financial and technical assistance for abatement of
pollution under the programme. The National River Conservation Plan has so far covered polluted stretches of 34
rivers across 77 towns and sanctioned cost of Rs 59,610 million and created a sewage treatment capacity of 2,677
Million litres per day.

Under the Namami Gange programme, so far, a total of 352 projects have been sanctioned. 157 sewage treatment
projects of 4,900 million litres per day, sewer network of 5,212 kms have been taken up with a sanctioned amount
of Rs 3,04,580 million for all projects.

Swachh Bharat Mission (Urban)

Swachh Bharat Mission (SBM) (Urban) was launched by GoI with the vision of ensuring hygiene, waste
management and sanitation across the country in 2019. The SBM (Urban) was implemented under the Ministry
of Housing and Urban Affairs. The key focus area under this are eliminating open defecation, eradication of
manual scavenging by converting insanitary toilets to sanitary, solid waste manager, behavioural change, general
sanitation awareness etc.

Under Swachh Bharat Mission (Urban) 2.0 launched on October, 2021 an amount of Rs 1,58,830 million has been
allocated to states and union territories for waste water management including setup of sewage treatment plants
and faecal sludge treatment plants.

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5.3 Key drivers

Use of technologies and innovative waste water treatment play an important role in improving urban sanitation
and enhancing water security. The implementation of reuse of treated wastewater is still an issue in India despite
the known benefits of water waste treatment and reuse technologies.

Water supply management:

• Mission on making water available to all

The focus of the GoI in the past few years has been to make potable water available to all the households in the
country. For the same reason, a number of schemes have been established by the GoI. The per capita water
availability in the country is decreasing due to increasing population. As per a NITI Aayog report, India is facing
water crisis with around 50% population experiencing high-to-extreme water shortage.
The Government has introduced schemes like ‘Jal Jeevan Mission’ to execute the mission of providing safe and
adequate water to all. Under JJM, the tap connections in rural households have increased to 55% as of December
2022.
• Focus on improving water availability

Based on the study of “Reassessment of Water Availability in India using Space Inputs” (CWC, 2019), the average
annual per capita water availability for the year 2031 has been assessed as 1,367 cubic meters. The Government
is coming up with measures to improve availability of water by building and maintaining natural resources of
water. Below schemes have been set up by the GoI to tackle the declining availability of water:

- Atal Bhujal Yojana (Atal Jal): Sustainable groundwater management

- Jal Shakti Abhiyan: “Jal Shakti Abhiyan: Catch the Rain” focuses on creating Rainwater Harvesting
Structures

The thrust areas for these schemes will be rain water harvesting, rejuvenation of water bodies.

On the other hand, the Department of Water Resources and other schemes aim to ensure maintenance and efficient
use of water resources to match the continuously growing demand of water.

• Rejuvenation of urban water bodies

Water bodies in urban areas such as lakes, ponds, step-wells, and baolis have traditionally served the function of
meeting water requirements of various needs like washing, agriculture or religious/cultural purposes. Surface
water bodies and traditional water harvesting structures in numerous cities have either dried up, or disappeared
due to encroachment, dumping of garbage, and entry of untreated sewage. These water bodies can store water and
recharge ground water if revived thus helping in meeting the increased requirement of water.

Key drivers for waste water treatment:

Central Government policies push for wastewater treatment and use

Under the National Sanitation Policy, water waste treatment and reuse of water to enhance alternative water
supplies and conservation are promoted. Initiatives like National Lake Conservation Plan, National Wetland
Conservation Program are taken to identify lakes and wetlands across the country and undertake various
conservation, water waste treatment, pollution abatement, education and awareness creation etc.

Central Government has also implemented National River Conservation Plan for abatement of pollution across
stretches of various rivers and undertaking conservation plan, sewage systems construction, sewage treatment
plant construction, electric crematoria and river front development.

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Financial assistance for treatment plants installation are also provided to small scale industries. Apart from this,
the Central Government has also issued directions for zero liquid discharge implementation.

Development plans to clean River Ganga and improve wastewater treatment and management

There are two flagship programs the Government of India launched to clean the River Ganga namely Ganga
Action Plan (GAP) (1985) and the current Namami Gange Programme (2014). The Government has also initiated
sectorial plans to improve un sewered and sewered sanitation like Swachh Bharat Mission, AMRUT, Smart City
initiatives etc. Under these initiatives, the State Government and municipal and private sector applicants are given
grants and subsidies for the construction of sewage treatment plants and water treatment plants.

Agricultural water reuse

Low quality water is traditionally not conventionally used in agricultural production. The two sources of non-
conventional water (NCW) are – wastewater used for domestic, municipal and industrial and saline water from
underground, drainage or surface sources. But many countries are using the NCW sources for agricultural uses as
the fresh water sources are limited. The NCW is primarily treated and blended with other water to produce desired
quality and quantity. In India, under GAP-I, to improve the water quality, diversion and treatment of domestic
sewage and industrial wastes are taken place. If not properly treated the low-quality irrigation water might cause
severe water and soil contamination. To tackle this, India needs water treatment plants with advanced technology
and increased volume across the country.

Industrial water reuse

Industrial water can be reused and recycled in which the waste water produced can be treated and reused in same
or a different process. Various methods are used to perform this depending of the quality of the waste water
requirements, space constraints, and budget. Benefit of this is reduction of fresh water cost and reduce in the water
footprint. The operational and sustainability of the industries can also be improved with improved water treatment
process and production capacity.

5.4 Challenges

Water Supply:

• Regulatory challenges:

Under water supply management, permits and finance are key elements for setting up the project. Different
projects might need different permits along with financial sanctions which follow a regulatory process. The
process can become time consuming due to delayed submissions, incomplete information, revised project plans.
The unexpected changes could lead to extended timelines and delay the project timelines. Also, receiving funds
required for implementation and execution of projects takes time, which leads to project execution delay.

• Financial challenges:

When the draft for a water supply project is presented, an estimated cost of the project is presented to the
authorities as well. The project cost estimates typically get revised as the design gets more specific or the design
gets updated due to additions made in the project. Based on the draft design, the authorities sanction the budgeted
amount which may get revised due to factors like inflation, change in material cost, economic changes or even
inaccurate estimations. These unexpected changes lead to revised project cost which need approval from the
authorities again or in some cases the additional construction cost may have to be borne by the construction
company assigned.

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• Environmental challenges

Climate change is affecting the environment in a major way. It is impacting rainfall patterns, causing floods and
may also lead to long term decline in naturally available sources like groundwater storage. Groundwater
availability is closely linked to food security as it has played a vital role in increasing agricultural production over
the years. Groundwater contributes nearly 62% in irrigation, 85% in rural water supply and 50% in urban water
supply. Even though Groundwater is replenishable but its availability is non-uniform as it is dependent on rainfall.
The over exploited groundwater sources are a major challenge as it is a key water supply source for agriculture.

Waste water management:

Institutional Challenges

The Urban Local Bodies (ULBs) are responsible for domestic waste water management and treatment. However,
there is a lack of planning capacity and project implementation. According to the audit report of Comptroller and
Audit General (CAG 2017), there was a shortage of man power in the municipalities for waste water collection,
treatment and revenue collection which affected delivery of citizen services. It also exposed deficiencies in
planning, financial management, implementation and monitoring of various projects. Similarly, the CAG
performance audit (2016) in the state of Jharkhand found that none of the sampled ULBs had a sewage network.
In the absence of the same, around 175 MLD of untreated waste water is discharged into open drains polluting
nearby water bodies.

The current institutional, legal and policy mechanisms for management and treatment of waste water and control
of water pollution in the country is not sufficient to address the looming crisis.

Economic Challenges

The gap between the sewage generation and present treatment capacity is very large in all the classes of cities and
towns due to increasing population and urbanization in India. It is difficult for smaller cities and towns in finding
necessary resources to set water treatment plants considering high capital expenditure and operation and
maintenance cost. Community participation in operation and maintenance is suggested to improve the economic
viability of Sewage Treatment Plants (STP). Private sector waste water treatment investments are difficult in India
due to high capital investments and unpredictable revenue stream.

Technical Challenges

There is an overdependence in India on older technologies for waste water treatment due to its high cost. This
results in more repair work and less efficiencies of these plants. The limitations lead to poor performance of these
plants hence adulteration of sewage and water bodies.

Apart from this the land requirement for STP plants is a big challenge. In urban areas the land availability is a big
issue due to limited availability and cost. People usually resist these plants around their society. Conventionally
centralized water waste treatment are designed to remove Nitrogen, Biological Oxygen Demand and Phosphorous
but with rapid urbanization and changing type of contamination, technologically advanced plants are needed to
be setup to deal with them.

Apart from this the land requirement for STP plants is a big challenge. In urban areas land availability is a big
issue due to limited land availability and high cost.

Social Challenges

Social acceptance of treated waste water is a big challenge due to fear and disgust when it comes to reuse. Recycled
water is unlikely to be used as drinking water when compared to its use in irrigation etc. The negative attitude

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towards this has also stemmed from concerns like health risk and aesthetic aspects like colour, odour, taste and
cultural and religious background of consumers.

Identifying and obtaining of sites for plant setup is another challenge due to people not preferring to live near
these plants. This is because of the reasons like health risks, aesthetic impacts and factors like land depreciation.
Solutions like underground plant setup can help eliminate the above stated factors but involves a huge capital
expenditure. Also, buffer zones are limited to solid wastes. Conventional systems in India suffers operational
costs, management costs, demand of treated water and decentralized systems.

5.5 SWOT Analysis

Waste water management is crucial to the development of an economy. More than 70% of the used water is
disposed directly into the sources. There are many factors contributing to the need for efficient water treatment
plants. Following is a SWOT analysis on the sector:

STRENGTH WEAKNESS
• Increased Urbanization, hence the increasing • There is a lack of planning, financial
need for water and food management, implementation and
• Reduced contamination of water resources monitoring of various projects across India
• Treated waste water is not limited to • Centralization of Sewage Treatment Plants is
irrigation, it has other economic benefits like difficult considering the population growth
toilet flushing, fish rearing and industrial and land use pattern
uses • Large initial investments are required in
• Introduction of Government run programmes installation of STPs
like Namami Gange program and Jal Jeevan • In treated water, high concentrations of Urea
Mission might be a major concern

OPPORTUNITY THREAT
• Availability of advanced engineering and • Low efficiency and outdated technological
technology benefits. use in the overall infrastructure.
• Increasing awareness about water • No proper sewage line to carry the waste
conservation and reuse in the society. water to a common centralized Sewage
• Government’s focus to fund more STP Treatment Plant.
projects for river water conservation and • People unwilling to live near the treatment
treatment. plants due to the odour and possible health
• Development in green economy to conserve risks to operators, neighbours, farmers and
water bodies. consumers.
• Emergence of mega cities and hence demand
for water and sanitation.

5.6 Outlook

About 35% of the Indian population lives in urban centers according to census 2011 and the number is expected
to go up rapidly leading to increased demand of fresh water. The generation of waste water is double in cities as
compared to rural India because of availability of more water in urban cities due to increased living standards and
the urbanization pace.

Rapid urbanization has also added pressure on the food and fresh water requirement. This is also responsible for
consuming large water quantities and discharging the wastewater back into the source. Due to increased use of
water for various household uses, industrial and agricultural purposes, waste water management and treatment is
very important. Of the total sewage generated in FY21 only 28% i.e. 20,236 MLD was treated which implies that

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72% of the waste water is left untreated and is disposed in the various water bodies like river, lakes or underground
water. This is a huge opportunity of development in this sector.

Government has allocated major projects of waste water treatment plants under schemes like Namami Gange
Programme and Swatch Bharat Mission (Urban). These initiatives are focused on reducing the contamination in
the water bodies and reuse of treated water for purposes like toilet flushing, industrial use, irrigation etc.

6. Power sector

6.1 Overview

Power is one of the most critical components of infrastructure which is crucial for the economic growth and well-
being of nation. The existence and development of adequate infrastructure is essential for the sustained growth of
the Indian economy.

The power industry is divided into three segments:

• Generation
• Transmission
• Distribution

The Industrial sector accounts for majority of the power consumption in India followed by the domestic sector.
The industrial sector had a CAGR of 4% between FY12 and FY21 whereas the domestic sector has a CAGR of
7% over the same period indicating an increase in power consumption from the domestic sector as more and more
households gets access to electricity.

The demand for electricity in the country has increased rapidly and is expected to increase further. There has been
steady decrease in the power deficit of the country, supported by improving supply. Going forward, the power
demand is further expected to rise with rise in population and increased economic activity. The power demand
forecast using Peak Demand (highest energy consumption) and total energy requirement is shown in the chart
below:

Chart 35: Projected All India Peak Demand and Energy Requirement

3,000
2,474
2,500
1,908
2,000
1,511
1,500

1,000

500 277 366

216
-
FY23 FY27 P FY32 P

Energy requirement (BU) Peak demand (GW)

Source: CEA
Investments across the power value-chain
Chart 36: Investments in the Power Sector

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 FY17-21 FY22-25 E

31% 31% 31% 33%

38% 36%

Generation Transmission Distribution Generation Transmission Distribution

Source: Sterlite Power Annual Report, Xxxx Research

Between FY17 and FY21, transmission took the largest share of investments made in the sector (38%) followed
by generation and distribution at 31% each. It is estimated that another Rs. 10-11 trillion would be invested in the
sector over the next five years, where again transmission would be the major focus (36%) followed by generation
(33%) and distribution (31%).

Power Generation

India's electricity sector is one of the most diversified in the world. India’s power generation sources range from
conventional sources such as coal, lignite, natural gas, oil, nuclear and hydro power to viable unconventional
sources such as wind, solar, agricultural and household waste.

Electricity generation in India increased from 1,372 BU in FY19 to 1,618 BU in FY23, implying a compounded
annual growth rate (CAGR) of 4.2%. Thermal power forms the largest source of power in the country. About
75% of the electricity consumed in India is generated by thermal power plants with renewables quickly gaining
pace.

With the Government of India's ambitious projects and targets, power generated from Renewable Energy Sources
(RES), which currently accounts for 27%, is expected to quickly overtake conventional sources. With consistent
focus on renewable sector, the percentage share of installed capacity is expected to shift towards renewable
capacity.

Chart 37: Share of Installed Capacity as on March’23

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 Generation Category wise Installed Generation Category wise Installed
Capacities- 416 GW as on March'23 Capacities-817 GW as on March'30P
Hydro
Nuclear Hydro Nuclear
2% 7% 2%
11%

Thermal
36%

Renewabl
Thermal
e
57%
30%

Renewab
le
55%

Source: CEA, Xxxx Research

The total installed power generation capacity is expected to reach 817 GW as on March 2030. The share of
renewable energy is expected to increase from 30% as on March 2023 to 55% in March 2030 while the share of
thermal power is expected to reduce from 57% to 36% over the same period.

Power Transmission and Distribution (Check latest PNB)

Transmission and distribution (T&D) sector plays a vital role in the power system value chain. Increase in
generation capacity, integration of renewable energy and focus of Government on providing electricity to rural
areas, has led to an extensive expansion of the country’s T&D system across the country.

Along with this, there has also been an increase in demand for transmission networks to carry bulk power over
longer distances, and at the same time optimize losses and improve grid connectivity.
The transmission line network grew at a CAGR of approximately 6% to 4.56 lakh circuit km as on March 2022
from 3.13 lakh circuit km as on March 2015. This growth trend and country’s vision of achieving 445 GW by
2030 offers enormous growth opportunities for addition of transmission capacity both at interstate and intra-state
levels.

Investments in the transmission sector are expected to reach Rs. 40,00,000 million by FY25. Investments in the
sector are backed by a large power generation installed base and the need to further strengthen the transmission
system to meet the increasing demand.

Historically, investments in the transmission sector have been low compared to the generation sector, but with
increased private participation, the average growth in the transmission sector has been on par with the average
growth in the generation capacity for the past five years.

The transmission to generation ratio was 2.2 times as on March 2015 and improved to 2.7 times as on March
2022. The consequence of having a lower ratio leads to line congestion especially in the case of inter-state
transmission lines. The ratio is expected to improve further with the government’s focus on improving
connectivity and reducing congestion.

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Chart 38: Trends in Transmission to Generation Ratio
1400 3.0
2.8 2.8 2.8
1200 2.6 2.7
2.5 2.5
2.4
2.2 2.2 2.3
1000
2.0
Capacity

800

Ratio
1.5
600
1.0
400

200 0.5

0 0.0
FY15 FY16 FY17 FY18 FY19 FY20 FY21 FY22 FY23 FY25 P

Installed Generation Capacity (GW)

Installed Transmission Capacity (GVA) (220 Kv & above substation capacity)
Transmission to generation ratio (MVA:MW)

Source: CEA, Xxxx Research

Furthermore, increasing Government focus towards renewable energy sector as well as rural electrification are
also expected to drive the investments in the sector. The investment in coal-fired plants has fallen in recent years
while the attractiveness for renewable has increased. This is due to low operating costs and priority access to
networks. The push from Government to increase the share of renewable for power generation has also led to
interest by private players.

In FY22, there were investments worth USD 14.5 billion in renewable sector, increasing at 125% from the
previous year. Currently, the investments in the sector are on a rising trend due to revival of energy demand and
commitments by various organizations to exit the fossil fuel investments.

6.2 Key growth drivers for the infrastructural development in power sector

• Rising gap between interregional power demand and supply

It is estimated that the generation capacity addition will not be evenly spread across India. Majority of the
upcoming renewable capacity is expected to be concentrated in the western and southern regions of India, while
thermal capacity is expected to be focused close to the coal mines in the eastern region of India. This would result
in increase in interregional import/export demands, which will have to be catered through interregional
transmission corridors.

• Government support

The Power sector has been supported by the Government through various measures such as increasing the
concession period of a transmission asset, relaxing norms to speed up project construction and introduction of the
various scheme. The Government introduced a Revamped Distribution Scheme with an outlay of Rs. 30,40,000
million over a period of five years from FY2021-22 to FY2025-26. The objective of the scheme is to improve the
quality, reliability and affordability of power supply to consumers through a financially sustainable and
operational efficient distribution sector. Improvement in the financials along with anticipated demand has resulted
in various intra-state transmission projects undertaken by the state utilities, which further presents investment
opportunities.

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• Upgradation of existing lines

Upgrading efforts for existing lines can augment capacity without the need for heavy investments and are less
likely to give rise to right of way issues. Upgrading transmission networks to higher voltage also increases the
power handling capacity of the system and the gestation period for upgrading a line is much less as compared to
erecting a new line. Power transmission lines have reaped huge benefits in terms of increased power transmission
capacity with such upgrade efforts.

• Strong renewable energy capacity additions

Power generation in India is dominated by coal-based generation. The use of other resources, such as renewable
energy, is experiencing a staggering growth in installed capacity. Going forward, it is expected that the growth in
renewable energy capacity additions will be healthy. Such expansion plans require large scale development in the
transmission sector.
• Cross border power trading in South Asian countries

Power deficit in India has been on a declining trajectory. India is expected to further expand its generation capacity
(conventional power). India is also evaluating opportunities to tap neighboring countries such as Nepal,
Bangladesh, Sri Lanka, Maldives and Bhutan for better integration and synergies by interlinking electricity
transmission systems and allowing surplus power to be exported to other grids. These capacity expansion plans
are expected to provide opportunities for private players in the transmission sector.

• Charging Infra for Electric Vehicle

The global market for electric vehicles (EVs) is growing. As EV adoption grows, readiness of the electricity grid
to EV charging demand is critical to achieve rapid and large-scale transition to EVs. Application of smart charging
measures can help manage EV charging loads to a certain degree without the need for grid upgrades.

6.3 Challenges pertaining to Power Transmission and Distribution Sector

There are three main heads of challenges faced by the distribution utilities: Operational & Managerial, Regulatory
& Political, and Technology.

Operational & Regulatory &

Technology
Managerial Political

•Power purchase •Political will •Inadequate capacity

agreements •Dependence on state utilization
•Theft subsidies •Billing and collection
•Inadequate demand effiencies
side management

Operation & Managerial Challenges

• Power purchase agreements (PPAs)

PPAs are bilateral contracts between the discoms and the generators. PPAs have a specific set of terms and
conditions setting out the rights and obligations of the generators and the discoms. This includes the price at which
electricity would be bought, conditions for adjusting tariffs for select events, mutually agreed conditions for
sharing and termination of the PPAs. Generally, the PPAs are long term in nature i.e. around 20-25 years

Power procurement is one of the critical components to be considered by the discoms and makes almost 80% of
the discom’s expenses. Discoms generally enter into PPAs with the generation companies to avoid variability in

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the tariff structure. The tariffs rates especially for renewable power have come down considerably in the last 5-7
years, which means that the discoms that had already entered into PPAs at a higher tariff in the past are at a
disadvantage.

• Theft
India has one of the highest AT&C losses in the world. As per the Central Electricity Authority of India, over
27% of the total power produced is lost due to either dissipation from wires or theft. Meter tampering by
households, electricity theft by industrial companies, tapping into bare wires are some of the methods of theft.

• Inadequate demand side management

Usually, discoms face a power deficit during the day time and a power surplus during the night. At times of power
deficit, the discoms purchase the additional power required from the open market and at time of power surplus,
the discoms sell the surplus power on the open market. However, the cost of power sold on the exchange is
significantly lower compared to the cost of purchase.

Regulatory & Political Challenges

• Political will
There have been several reforms brought in from time to time to improve the commercial viability of the discoms
but are yet to make a long lasting impact. The political aspect is visible in the rural areas where the powerful
farmer’s lobby is hard for the politicians to ignore in a country where majority of the population still makes its
living from agriculture. Even now, the discoms continue to make losses due to lack of political will among the
State Governments to come out with a strong solution for the problem.

• Dependence on state subsidies

Discoms dependency on state subsidies has been rising over the years due to lack of change in tariffs even though
the cost of supply has increased. Majority of the agriculture sector and certain section of the domestic consumers
are supplied power which is highly subsidized. This exposes the discoms to delays and shortfall of subsidy
payments from the State Governments, which results in an increase in subsidy receivables.

Technological Challenges

• Inadequate capacity utilization of thermal power plants

Firstly, even though there is enough generation capacity, the distressed condition of the discoms result in
suppressed demand for power, which leads to underutilization of capacities. Secondly, substantial fall in solar
tariff and a low gestation period possess threat to the economic viability of the thermal power plants. While,
growth in solar energy is a positive sign for the country, thermal energy will continue to remain an important
source of energy in the future.

• Billing and collection efficiencies

Collection efficiency is the measure of proportion of amount that has been collected from consumers w.r.t. amount
billed to them. All the consumers are billed on the basis of energy consumed by them which is obtained from
meter reading and assessment of unmetered energy of consumers. The billed amount is computed on the basis of
tariff fixed by regulatory commission for applicable customer category. However, there are quite a few consumers
who have tendency to default in their payments for various reasons. Thus utility is not able to recover entire
amount billed by it, resulting in commercial losses.

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6.4 Government policies and regulations

Overview

In India, the Electricity Act, 2003 governs the generation, transmission, distribution, exchange, and use of
electricity. It also establishes a complex system of bodies to administer the Electricity Act's functions. The
Electricity Act, among other things, delicensed all generation activities except hydropower.

Regulatory Capabilities of different bodies:

Centre State/Private
Policy Ministry of Power State Government
Plan CEA
Regulations CERC ; MNRE SERC
System National Load Dispatch Centre, State Load Dispatch Centre
Operations Regional Load Dispatch Centre
Generation Central Generation Stations, MNRE, State Gencos CPPs, IPP Private
Department of Atomic Energy Licensees in
Transmission Central Transmission State Transmission Ahmedabad,
Transmission Licensee Transmission Licensee Kolkata,
Utility Utility Mumbai,
(PGCIL) Surat, Delhi,
Noida
Distribution - State Distribution Company Private
Discoms
Trading Trading Power Exchanges Bilateral Markets
Licensee
Appeal Appellate Tribunal (APTEL)

Electricity generation, distribution, and transmission are regulated and overseen by regulatory bodies at the federal
and state levels. They are self-contained entities with responsibilities outlined in the Electricity Act.

Key Policy initiatives for development of power transmission sector:

• National Electricity Policy

Some of transmission related provisions of the National Electricity Policy, which have implication with regard to
the National Electricity Plan, are:
(i) Adequate and timely investments and also efficient and coordinated action to develop a robust and
integrated power system for the country.
(ii) Augmenting transmission capacity keeping in view the massive increase in generation and also for
development of power market.
(iii) While planning new generation capacities, requirement of associated transmission capacity would need
to be worked out simultaneously in order to avoid mismatch between generation capacity and
transmission facilities.

The policy emphasizes the following to meet the above objective:

(i) The Central Government would facilitate the continued development of the National Grid for providing
adequate infrastructure for inter-state transmission of power and to ensure that underutilized generation
capacity is facilitated to generate electricity for its transmission from surplus regions to deficit regions.
(ii) The Central Transmission Utility (CTU) and State Transmission Utility (STU) have the key
responsibility of network planning and development based on the National Electricity Plan in
coordination with all concerned agencies as provided in the Act. The CTU is responsible for the national

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 and regional transmission system planning and development. The STU is responsible for planning and
development of the intra-state transmission system. The CTU would need to coordinate with the STUs
for achievement of the shared objective of eliminating transmission constraints in cost effective manner.
(iii) Open access in transmission has been introduced to promote competition amongst the generating
companies who can now sell power to different distribution licensees across the country. This should
lead to availability of cheaper power.

• Tariff Policy

(i) Objective:
The tariff policy, as transmission is concerned, seeks to achieve the following objectives:
a. Ensuring optimal development of the transmission network ahead of generation with adequate margin
for reliability and to promote efficient utilization of generation and transmission assets in the country;
b. Attracting the required investments in the transmission sector and providing adequate returns.

(ii) Transmission Pricing

a. A suitable transmission tariff framework for all inter-State transmission, including transmission of
electricity across the territory of an intervening State as well as conveyance within the State which is
incidental to such interstate transmission, has been implemented with the objective of promoting
effective utilization of all assets across the country and accelerated development of new transmission
capacities that are required.
b. The National Electricity Policy mandates that the national tariff framework implemented should
consider the factors distance, direction and quantum of power flow. This has been developed by CERC
taking into consideration the advice of the CEA. Sharing of transmission charges shall be done in
accordance with such tariff mechanism as amended from time to time.
c. Transmission charges, under this framework, can be determined on MW per circuit kilometre basis,
zonal postage stamp basis, or some other pragmatic variant, the ultimate objective being to get the
transmission system users to share the total transmission cost in proportion to their respective utilization
of the transmission system. The ‘utilization’ factor should duly capture the advantage of reliability
reaped by all. The spread between minimum and maximum transmission rates should be such as not to
inhibit planned development/augmentation of the transmission system but should discourage non-
optimal transmission investment.

(iii) CERC Regulations

Central commission has issued regulations which entitle distribution licensees, generators, electricity
traders and permitted open access customers to seek access to the inter-state transmission system. As
per the present regulations access to the transmission system can be sought on short, medium- or long-
term basis. The Central Transmission Utility (CTU) is the nodal agency for providing medium term
(for a period equal to or exceeding 3 months but not exceeding 5 years) and long term (period exceeding
7 years) access that are typically required by a generating station or a trader on its behalf. The Long
Term Access (LTA) is to be granted through the transmission planning route. The nodal agency for
grant of short term open access (for a period less than 3 months) is the Regional Load Dispatch Centre.
The nodal agency for providing transmission access to the power exchanges is the National Load
Dispatch Centre. The Medium Term Open Access (MTOA) and Short Term Open Access (STOA) are
to be granted using margins in the system and as such no additional transmission envisaged for this
purpose as per the regulation.

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Key Policy initiatives for development of power distribution sector:

• Revamped Distribution Sector Scheme (RDSS)

The Ministry of Power (MoP) in June 2021 came out with the RDSS scheme in line with the
announcement made by the finance minister in the recent union budget. The scheme is aimed at
improving the operational efficiency and financial sustainability of the state discoms and power
departments. The reforms based and results linked RDSS has an outlay of Rs. 30,37,600 million including
an estimated Central Government grant of Rs. 9,76,300 million.
The implementation of the scheme would be based on the action plan designed for each state instead of
a “one-size-fits-all” approach. Assistance would be provided on the basis of an agreed upon evaluation
framework tied to the financial performance of the discoms (excluding private sector power distribution
companies). REC and PFC have been designated as the nodal agencies for facilitating the scheme.

The scheme would be made up of two parts: Part A, consisting of metering and distribution infrastructure
works, and Part B, consisting of training and capacity building as well as other enabling and supporting
activities. All ongoing approved projects under schemes such as the Integrated Power Development
Scheme (IPDS), the Deendayal Upadhyaya Gram Jyoti Yojana (DDUGJY) and the Prime Minister’s
Development Package (PMDP)-2015 (for the union territories [UTs] of Jammu & Kashmir and Ladakh)
would be subsumed in this scheme.
The five-year scheme, i.e. FY 21-22 to 2025-26 has the following key objectives:
a. Reduction in AT&C losses to pan-Indian levels of 12-15 per cent by 2024-25
b. Reduction in the ACS-ARR gap to zero by 2024-25
c. Developing institutional capabilities for modern discoms
d. Improvement in the quality, reliability and affordability of power supply to consumers through
a financially sustainable and operationally efficient distribution segment.

• Integrated Power Development Scheme (IPDS)

The scheme launched in 2014 was aimed at providing quality and reliable power supply in the urban
areas. As of July 2021, projects worth Rs. 3,13,140 million have been sanctioned under IPDS, against
which, Rs. 159,160 million have been released towards projects and Rs. 2,190 million released for
enabling activities. The objectives of the scheme were:

a. Strengthening of sub-transmission and distribution networks in urban areas.

b. Metering of distribution transformers/feeders/consumers in urban areas.
c. IT enablement of the distribution sector
d. Strengthen the distribution networks to achieve the targets mentioned under the RAPDRP

• Rural Electrification:

The government of India has taken joint initiative with the state governments for providing Power for
All (PFA) to all households/homes, industrial and commercial consumers including supply of power to
agricultural consumers. PFA initiative along with rural electrification across various states aims to ensure
24X7 electricity access, enhance the satisfaction levels of the consumers, improve quality of life of people
and increase economic activities resulting in development. This is one of the key drivers for the growing
power demand.

Deen Dayal Upadhyaya Gram Jyoti Yojana (DDUGJY) was launched in December 2014 with the
objective of electrification of all un-electrified villages as per Census 2011 by the Government of India.
Similarly, Pradhan Mantri Sahak Bijli Har Ghar Yojana- SAUBHAGYA was launched in October 2017
for electrification of rural and urban poor households in the country.

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 Following have been achieved so far:

1. All 5,97,464 (Census 2011) inhabited villages stood electrified as on 28.04.2018

2. SAUBHAGYA Scheme:
a. Under this scheme, projects worth Rs. 1,40,820 million were sanctioned with a closure cost of Rs.
92,460 million. Against this central grant of Rs. 63,050 million were released up to March 2022.
b. Under the SAUBHAGYA scheme as on March 2019, all households were reported electrified by
the states except 18,734 households in Left Wing Extremists (LWE) affected areas of Chhattisgarh.
c. Subsequently the seven states namely Assam, Chhattisgarh, Jharkhand, Karnataka, Manipur,
Rajasthan and Uttar Pradesh had reported 19.09 lakh unelectrified household that were unwilling,
later as on March 2021 these households expressed willingness and the states reported 100%
electrification.
d. Post March 2021, around 11.84 lakh households remain to be electrified as reported by the states
against which 4.43 lakh households have been electrified.
e. Under the SAUBHAGYA scheme, a total of 28 million households were electrified as on March
2021 and as on March 2022, the schemes stand closed.
3. For 24X7 power supply:
o In Urban areas, 20 states comprising of 24 DISCOMs having more than 20 average hours of power
supply in a day has been achieved.
o In Rural areas, 17 states and 1 union territory (UT) comprising of 35 DISCOMs having more than
20 hours of power supply in a day has been achieved.
4. The present status of power availability has reached 22 ½ hours on average in rural areas and 23 ½
hours in urban areas.

Schemes like Integrated Power Development Scheme (IPDS) with an outlay of Rs. 3,26,120 million
including a budgetary support of Rs. 2,53,540 million from the Government of India have been approved.
Other schemes like Deendayal Upadhyaya Gram Jyoti Yojana, Pradhan Mantri Sahaj Har Ghar Yojana,
etc. have also been announced.

7. Peer Comparison

For peer comparison, xxxx has considered infrastructure companies operating under various business segments
similar to EMS Limited. However, it may be noted that these peers are not exclusive to the segments under which
they are mentioned. They do operate under other segments as well.

Companies considered for comparison under Water supply and waste water treatment

Amount in Rs Million
Particulars VA Tech Wabag Ltd JWIL Infra Limited
Consolidated (FY23) Standalone (FY22)
Net Sales 29604.8 7894.0
Y-o-Y Growth (%) -0.6% 28.4%
Net Sales 5 Year CAGR (%) -3.1% 19.5%
EBITDA 3714.2 796.0
Y-o-Y Growth (%) 37.9% 11.0%
EBITDA Margin (%) 12.5% 10.1%
EBIT Margin (%) 2.8% 9.9%
PBT 168.3 494.0
PBT Margin (%) 0.6% 6.3%
Profit After Tax 109.3 330.0
PAT 5 Year CAGR (%) -40.3% Not Applicable
PAT Margin (%) 0.4% 4.2%

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 ROE (%) 0.7% 16.7%
ROCE (%) 4.4% 21.2%
Asset Turnover (times) 0.7 1.3
Current Ratio (times) 1.3 2.1
Total Debt/Equity (times) 0.1 0.9
Interest Coverage (times) 1.3 2.7
Debtors Day 174.6 127
Inventory Days 4.5 1.1
Payable Days 299.6 141.4
Net Working Capital Days -120.5 -13.3
Gross Block 1298.5 135.0
Gross block T/O 0 0.0
Total Debt/EBITDA 0.6 2.3

Companies considered for comparison under Roads, Urban infrastructure, Power and Railway sector

Amount in Rs Million
Simplex RPP Infra Projects IVRCL Infrastructures &
Particulars
Infrastructures Limited Limited Projects Limited
Consolidated (FY23) Consolidated (FY22)

Net Sales 18,738.3 8,017.0 8,846.0

Y-o-Y Growth (%) -8.4% 56.2% 16.4%
Net Sales 5 Year
-20.1% 17.0% -19.4%
CAGR (%)
EBITDA 194.8 404.0 1,940.0
Y-o-Y Growth (%) 15.5% -16.3% -119.6%
EBITDA Margin
1.0% 5.0% 21.9%
(%)
EBIT Margin (%) -0.04% 4.0% 0.5%
PBT -8245.6 112 -22,696.8
PBT Margin (%) -44.0% 1.0% -257%
Profit After Tax -4709.8 54.0 -22709
PAT 5 Year CAGR
Not Applicable -25.1% 21.9%
(%)
PAT Margin (%) -25.1% 0.7% -256.7%
ROE (%) -159.5% 1.8% 0.0%
ROCE (%) 3.8% 7.9% 0.5%
Asset Turnover
0.2 1.2 0.1
(times)
Current Ratio
0.9 1.6 0.1
(times)
Total Debt/Equity
19.8 0.3 -1
(times)
Interest Coverage
0 1.5 0
(times)
Debtors Day 267.9 84.9 324.9
Inventory Days 69.5 6.8 426.9
Payable Days Not available 244.8 0

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Net Working
Not available -153.1 751.8
Capital Days
Gross Block Not available 1,145 40,893
Gross block T/O Not available 0.1 4.6
Total Debt/EBITDA 59.6 2.3 8.2

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 OUR BUSINESS

Some of the information in the following discussion, including information with respect to our plans and
strategies, contain forward-looking statements that involve risks and uncertainties. You should read “Forward-
Looking Statements” on page 21 for a discussion of the risks and uncertainties related to those statements. Our
actual results may differ materially from those expressed in or implied by these forward-looking statements. Also
read “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of
Operations” beginning on pages 32 and 406, respectively, for a discussion of certain factors that may affect our
business, financial condition or results of operations. Our fiscal year ends on March 31 of each year, and
references to a particular fiscal year are to the twelve months ended March 31 of that year.

We have, in this Red Herring Prospectus, included various operational and financial performance indicators,
some of which may not be derived from our Restated Financial Information, and may not have been subjected to
an audit or review by our Statutory Auditor. For further information, see “Financial Information” on page 318.
The manner in which such operational and financial performance indicators are calculated and presented, and
the assumptions and estimates used in such calculation, may vary from that used by other companies in India and
other jurisdictions. Investors are accordingly cautioned against placing undue reliance on such information in
making an investment decision and should consult their own advisors and evaluate such information in the context
of the Restated Consolidated Financial Information and other information relating to our business and operations
included in this Red Herring Prospectus.

Unless otherwise indicated or the context otherwise requires, the financial information for the Fiscal 2023, 2022
and 2021, included herein is derived from the Restated Consolidated Financial Information, included in this Red
Herring Prospectus. Unless otherwise indicated or the context otherwise requires, in this section, references to
“we” or “us” mean EMS Limited For further information relating to various defined terms used in our business
operations, see “Definitions and Abbreviations” on page 01.

Unless stated otherwise, industry and market data used in this section has been obtained or derived from publicly
available information as well as industry publications and other sources for more information, see “Certain
Conventions, Use of Financial Information and Market Data and Currency of Presentation – Industry and Market
Data” on page 18.

OVERVIEW

We are in the business of Sewerage solution provider, Water Supply System, Water and Waste Treatment Plants,
Electrical Transmission and Distribution, Road and Allied works, operation and maintenance of Wastewater
Scheme Projects (WWSPs) and Water Supply Scheme Projects (WSSPs) for government authorities/bodies.
WWSPs include Sewage Treatment Plants (STPs) along with Sewage Network Schemes and Common Effluent
Treatment Plants (CETPs) and WSSPs include Water Treatment Plants (WTPs) along with pumping stations and
laying of pipelines for supply of water (collectively, “Projects”). The treatment process installed at STPs and
CETPs is compliant with Ministry of Environment, Forest and Climate Change of India norms and the treated
water can be used for horticulture, washing, refrigeration and other process industries.

Our Company bids for tenders issued by CPWD, State Governments and Urban Local Bodies (“ULBs”) for
developing WWSPs and WSSPs on EPC or HAM basis. For further details on our Order Book, see “- Order Book”
on page 225 and “Risk Factors – Our Order Book may not be representative of our future results and our actual
income may be significantly vary than the estimates reflected in our Order Book, which could adversely affect
our results of operations.” on page 42.

We have an in-house team for designing, engineering and construction which makes us self-reliant on all aspects
of our business. We have a team of 61 engineers who are supported by third-party consultants and industry experts
to ensure compliance and quality standards laid down by the industry and government agencies & departments.

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We also have our own team for civil construction works thereby reducing dependence on third parties. The scope
of our services typically includes design and engineering of the projects, procurement of raw materials, execution
at site with overall project management up to the commissioning of projects. Post commissioning, operations and
maintenance of these plants for a certain period of time is generally a part of the award in recent times. We have
a team of dedicated engineers and personnel focused on operations and maintenance of completed projects. As on
July 31, 2023, we are operating and maintaining 18 projects including WWSPs, WSSPs, STPs & HAM
aggregating of Rs. 1,74,492.00 lakhs & 5 O&M projects aggregating to Rs. 9,928.00 lakhs.

In addition to the execution of projects independently, we also enter into joint ventures with other infrastructure
and construction companies to jointly bid and execute projects. Joint ventures or partnerships enable us to achieve
pre-qualification, both technical and financial, with our joint venture partner at the time of the bid and where the
bid is successful, we also execute the project with our joint venture partner considering the technical skill and
qualification of the joint venture partner required to execute a particular project.

For more details in respect of Joint Ventures, kindly refer chapter titled “Our Joint Ventures” on page no. 303.

In the past, Company has executed 50 projects & 17 projects executed by the proprietorship which businesses was
taken over by the Company on June 2012. EMS has provided quality services to various government bodies and
municipalities since 2010 and has successfully completed these projects.

Services Offered:

➢ Sewerage and their allied works including design, procurement, laying, jointing, testing, commissioning,
operation and maintenance of new sewerage network as well as refurbishment of old/existing sewerage
network.

➢ Design, construction, operation and maintenance of Sewage Treatment Plants.

➢ Design, construction, operation and maintenance of Sewage Pumping Stations.

➢ Water supply works including design, procurement, laying, jointing, testing, commissioning, operation and
maintenance of new water supply and distribution networks as well as construction of reservoir and
refurbishment of old/existing water supply infrastructures.

➢ Road & Allied works including construction of new road networks as well as repair/renovation of existing
road networks.

➢ Design and construction of power transmission and distribution infrastructure.

➢ Design and construction of buildings and allied works.

➢ Design, construction, operation and maintenance of public infrastructure facilities & utilities.

➢ Designing, installing electricity transmissions.

➢ Construction related works

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4 MLD STP, Tonk 80 MLD WTP, Unnao

9 MLD CETP, Haridwar

16 MLD STP, Tonk

17 MLD SPS, Ghaziabad 24 MLD STP, Etah

Sewer Laying, Mirzapur

41 MLD SPS, Ghaziabad

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 Registrations:

Sr.
Registration Department
No.
1. Certificate of Enlistment – “Class 1 Super” Central Public Works Department
2. Certificate of Enlistment – “Class A” UP Jal Nigam for “Water Supply Works (Pipe Laying)
3. Certificate of Enlistment – “Class A” UP Jal Nigam for “Water Supply Works (Reservoirs)
4. Certificate of Enlistment – “Class A” Uttarakhand Pey Jal Nigam for “Turnkey Project Sewerage”
5. Registration for electrical works – GD-666 Electrical Safety Department
6. Enlistment in central command Central Command – HQ

COVID 19 EFFECT OF OUR BUSINESS:

We have not experienced any major effect on the businesses, performance and financials of the Company due to
COVID-19.

Due to lockdown imposed by the government of India, we have not affected so much except our projects got
delayed by 6-7 months due to shortage of labours & lockdown but our position & financials was affected neither
any penalty was imposed on us by our clients on delay of projects as the reason was nationwide lockdown.

The financial performance of our Company for the Fiscals 2023, 2022 and 2021, are as follows:
(Rs. In Lakhs)
Particulars Fiscal 2023 Fiscal 2022 Fiscal 2021
Revenue from operations 53,816.17 35,985.08 33,070.39
Total Income 54,327.71 36,309.84 33,618.42
EBITDA 14,899.95 11,251.19 9,889.97
EBITDA Margin 27.69% 31.27% 29.91%
PAT 10,861.63 7,904.62 7,195.37
PAT Margin 20.18% 21.97% 21.76%
Operating cash flow (2,540.12) 2,263.71 3,576.82
Net worth 48,783.23 38,017.99 30,191.46
Net Debt (3,627.91) (5,733.98) (4,726.80)
Debt Equity Ratio 0.09 0.01 0.01
ROCE (%) 28.26% 29.50% 33.65%
ROE (%) 22.27% 20.79% 23.83%
(1) EBITDA has been calculated as Restated profit before tax + finance cost + depreciation and amortization
less other income.
(2) EBITDA Margin = EBITDA/ Revenue from operations.
(3) Net debt = non-current borrowing + current borrowing – Cash and Cash Equivalent.
(4) ROE = Restated profit for the year /Average Shareholder’s equity.
(5) ROCE = Earnings before interest and taxes (EBIT) / Capital employed
(6) Debt equity ratio means ratio of total debt (long term plus short term including current maturity of long-term
debt) and equity share capital plus other equity.

Explanation for KPI metrics

KPI Explanations
Revenue from Operations is used by our management to track the
Revenue from Operations revenue profile of the business and in turn helps assess the overall
financial performance of our Company and size of our business.
EBITDA provides information regarding the operational efficiency of
EBITDA
the business.

216 | P a g e
 EBITDA Margin (%) is an indicator of the operational profitability and
EBITDA Margin (%)
financial performance of our business.
Operating cash flows activities provides how efficiently our company
Operating Cash Flows
generates cash through its core business activities.
Profit after tax provides information regarding the overall profitability
PAT
of the business.
PAT Margin (%) is an indicator of the overall profitability and financial
PAT Margin (%)
performance of our business.
Net debt helps the management to determine whether a company is
Net Debt
overleveraged or has too much debt given its liquid assets
Total Equity is used by the management to ascertain the total value
Total Equity created by the entity and provides a snapshot of current financial
position of the entity.
Inventories provides information regarding the overall closing
Inventories
finished/work-in-progress material in hand.
Trade Receivables provides information regarding the overall debtors
Trade Receivables
of the Company.
ROE provides how efficiently our Company generates profits from
ROE (%)
shareholders’ funds
ROCE provides how efficiently our Company generates earnings from
ROCE (%)
the capital employed in the business.
The debt to equity ratio compares an organization's liabilities to its
Debt-Equity Ratio (times) shareholders' equity and is used to gauge how much debt or leverage the
organization is using.

Our Strengths:

1. In house designing, engineering and execution team.

We have been focusing on design capabilities for complex and critical projects such as process description,
process calculations, hydraulic calculations, design codes and standards, master drawing schedule, drainage
design, STP facilities layout, process flow diagram, hydraulic flow diagram, mass balance diagram, process
& instrumentation diagram, tentative single line diagram and electrical load list. This capability enable us to
correctly bid with project specifications and provide quality services in a timely and cost-effective manner.
Our engineering expertise and technology driven processes has enabled us to deliver on the projects in
accordance with the designs and specifications of the particular project whether it’s a WWSP or WSSP.

Our in-house engineering and design team of 61 engineers have the necessary skills and expertise in
preparing detailed architectural and /or structural designs based on the conceptual requirements of our
clients. Our engineering and design team reduces our dependence on outsourcing engineering and design
work to third party consultants. Our quality control managers are responsible for conducting regular
inspection and tests at every project site for quality control monitoring and management.

2. Strong execution capabilities with industry experience.

Since incorporation, our Company has completed 67 projects. For the list of executed works by our
Company, kindly refer “List of Key Executed Works” on page no. 241. Apart from this, currently we are
handling 18 Projects & 5 O&M Projects together 23 projects, for information, kindly refer “Our Order Book”
on the Page no. 225.

Our focus is to leverage our strong project management and execution capabilities to complete projects in a
timely manner while maintaining high quality of engineering and execution. Our Company has three

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 important ingredients required by any Sewerage Infrastructure company i.e., an in-house design and
engineering team, a fleet of traditional machinery and equipment to ensure high quality execution and skilled
manpower to execute projects in a timely manner. Our in-house engineering and design team of 61 engineers
have the necessary skills and expertise in preparing detailed architectural and /or structural designs based on
the conceptual requirements of our contract. Our in-house engineering and design team reduces our
dependence on outsourcing engineering and design work to third party consultant and are supported by the
third party consultants in EPC contracts. Our quality control managers and quality surveyors are responsible
for conducting regular inspection and tests at every project site and publishing reports on the status of
compliance with contractual requirements and quality control monitoring.

3. Use of traditional technologies in the construction and installation of WWSP or WSSP.

The designing and engineering of projects is technically complex, time consuming and resource intensive
because of unique project requirements. We constantly upgrade our technical abilities to offer our clients the
full range of services at lower cost and without compromising on quality. Treatment process at most of the
STPs and CETPs installed by us are compliant with Ministry of Environment, Forest and Climate Change
of India norms and the treated water can be used for horticulture, washing, refrigeration or other process
industries.

Our Company intends to invest in the latest technologies to provide added value to its customers and
concentrate on receiving big orders from clients. Emphasis will be placed on process, work innovation and
value engineering solutions in order to meet the requirements of a wider range of work, applications,
geographies and customization requests, in order to diversify the customer base, address emerging demand,
and provide unique value-added services. Further we can hire the technologies whenever required to compete
with peer industry & their technologies.

4. World Bank Funded Projects.

Our country has 18 percent of the world’s population, but only 4 percent of its water resources, making it
among the most water-stressed in the world. A large number of Indians face high to extreme water stress,
according to a recent report by the government’s policy think tank, the NITI Aayog. India’s dependence on
an increasingly erratic monsoon for its water requirements increases this challenge. Climate change is likely
to exacerbate this pressure on water resources, even as the frequency and intensity on floods and droughts
in the country increases.

The World Bank is engaged in different aspects of water resource management and the supply of drinking
water and sanitation services across the country. Here are some of the ways how.

i. Stemming groundwater depletion: The World Bank is helping the supporting the government’s national
groundwater program, the Atal Bhujal Yojana, to help improve groundwater management. Implemented
in 8,220 gram panchayats across seven Indian states, this is the world’s largest community-led
groundwater management program.
ii. Reaching the underserved in India’s villages
iii. Reliable water supply to cities

Over the last decade, the World Bank has supported the government’s efforts to bring clean drinking water
to rural communities. A range of projects with a total financing of $1.2 billion have benefitted over 20 million
people.

(Source: The World Bank, how is India addressing its water needs, February 24, 2023)

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 Almost all of our projects are world bank funded through local state government bodies. This is the main
reason of our robust cash flows/timely payments, no bed debts, which helps us to take more projects with
the help of internal accruals only & help us to save the finance cost & to increase our profit margins.

In the near future, the awareness about clean water & government initiatives to supply clean water to every
village in India, will also provide us good opportunities.

5. Experienced Promoters and senior management team.

Our Promoters, Mr. Ram Veer Singh and Mr. Ashish Tomar are qualified professionals with an individual
experience of more than 3 & 1 decades respectively in the water & waste-water treatment industry and have
been instrumental in driving our growth since inception of our business. Our senior management team is
well qualified and experienced in the execution of WWSP & WSSP projects and has been responsible for
the growth of our business. Our motivated senior management team and our internal process systems
complement each other in delivering high levels of client satisfaction. For details on the qualifications and
experience of our Promoters and senior management team, please refer to section titled "Our Management"
beginning on page 277.

6. Robust Order Book.

As on July 31, 2023, we are operating and maintaining 18 projects including WWSPs, WSSPs, STPs &
HAM aggregating of Rs. 1,74,492.00 lakhs & 5 O&M projects aggregating to Rs. 9,928.00 lakhs. We believe
that consistent growth in our Order Book has materialized due to our continued focus on Projects and our
ability to successfully bid and win new Projects. We believe that our experience in designing, engineering,
construction, operations and maintenance of Projects, technical capabilities, timely performance, reputation
for quality and timely delivery, financial strength as well as the price competitiveness has enabled us to
successfully bid and win projects. Our capabilities as an established player allows us to focus on Projects
with EPC/ HAM and O&M components. Post the commissioning of the project, O&M provide steady cash
flows and add significantly to our Company’s margins.

7. Scalable and Asset Light Business Model supported by our Strong Financial Position

Our business model relies on the strength of our brand, project execution and management capabilities as
well as our well-established relationships with our clients, architects and contractors. Leveraging these
capabilities and relationships, we seek to transition to a combination of Designing and execution based
business model. As part of this model, we focus on development management or joint development
agreements or joint ventures, which requires lower upfront capital expenditure compared to direct approach.

We believe our asset light business model result in efficient utilisation of capital resulting in lower debt and
regular income, allowing us to have higher return on capital employed. For example, as on March 31, 2023,
we have total borrowing Rs. 4,500.00 Lakhs for HAM Project of Mirzapur Ghazipur apart from this we do
not have any borrowings, net of cash and cash equivalents, other bank balances as on March 31, 2023 was
Rs. 12,122.15 Lakhs, allowing us to seek further debt financing, as and when required for big projects. We
also expect the asset light nature of our business model to allow us to minimize costs incurred initially. We
believe that our focus on our development management model and commitment to leverage our brand,
project execution and management capabilities, will continue to contribute to the growth and development
of our business.

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Our Strategies:

1. Increasing the size of projects and our pre-qualification.

Our primary focus is to strengthen our prospects in executing WWSP and WSSP projects. We have started
with 4 MLD size of project & increased our capacity to 60 MLD i.e. the maximum capacity of Minimal
Liquid Discharge for STPs. We will continue to focus on the designing, construction, operation and
maintenance of Projects while seeking opportunities to further increase the size of our projects. We will
continue to bid for WWSPs and WSSPs both on EPC and HAM basis. Execution of high capacity projects
has lesser competition, better margins, economies of scale and better utilization of sources. We intend to
capitalize on our experience and project execution expertise and continue to selectively pursue larger
Projects, both independently and in partnership with other players in the industry. Increase in the size of
projects will also lead to our Company becoming pre-qualified for larger projects of higher MLD. Large
sized projects will require requisite higher level of competencies in designing and execution of such projects.

2. Expansion of our footprint.

We have successfully completed 67 projects as on July 31, 2023 including partnership firm namely M/s
Satish Kumar which was taken over by this company on June 30, 2012. across states of Bihar, Uttarakhand,
Madhya Pradesh, Rajasthan, Haryana. We gradually intend to expand our business operations to other
regions of the country, especially the North-East and South India. We plan to continue our strategy of
diversifying and expanding our presence in these regions for the growth of our business. We are selective in
expanding to new locations and look at new geographies where we can deliver quality services without
experiencing significant delays and interruptions due of local considerations. Through further diversification
of our operations geographically, we hope to hedge against risks of operations in only specific areas and
protection from fluctuations resulting from business concentration in limited geographical areas.

The state wise revenue generated in last 3 financial years:

(Rs. In Lakhs)
% of total % of total % of total
Name of March 31, revenue March 31, revenue March 31, revenue
the State 2023 from 2022 from 2021 from
operations operations operations
Uttar
26,385.76 49.03% 13,279.93 36.90% 25,983.14 78.57%
Pradesh
Rajasthan 12,436.98 23.11% 13,068.73 36.32% 408.46 1.24%
Bihar 9,406.26 17.48% 7,039.82 19.56% 5,159.78 15.60%
Uttarakhand 5,382.88 10.00% 2,080.51 5.78% 1,121.95 3.39%
Madhya
160.13 0.30% 494.62 1.37% 383.48 1.16%
Pradesh
Others 44.16 0.08% 21.48 0.06% 13.58 0.04%
Total 53,816.17 100.00% 35,985.09 100.00% 33,070.39 100.00%

3. Capitalize on Government policy initiatives in WWTP and WSSP sectors.

India is the world’s second most populous country with 1.38 billion people. Out of this, 65% of the
population lives in rural area and 35% are connected to the urban centers according to United Nation (2019).
The metropolitan cities of the country are seeing major expansion as a result of economic expansions and
reforms. This expansion in urban population is unsustainable without efficient planning of cities and
provision of utility services especially sewerage, clean and affordable water. Water allocation in cities are
usually done from common pool with multiple sectoral demand. It is expected that by 2050, about 1450 km3
of water will be required out of which approx. 75% will be used in agriculture, ~7% for drinking water, ~4%

220 | P a g e
 in industries, ~9% for energy generation. However, because of growing urbanization, the need for drinking
water will take precedence from the rural water requirements. Many of the cities are situated by the bank of
rivers from where the fresh water is consumed by the population and the waste water is disposed back into
the river, thus contamination of the water source and irrigation water. This has raised serious challenges for
urban wastewater management, planning and treatment. According to the by Central Pollution Control Board
(CPCB), the estimated wastewater generation was almost 39,600 million liters per day (MLD) in rural
regions, while in urban regions it was estimated to be 72,368 MLD for the year 2020-21. The estimated
volume is double in the urban cities is almost double than that of the rural regions because of the availability
of more water for sanitation which has increased standard of the living.

Government Initiatives:

• Jawaharlal Nehru National Urban Renewal Mission

• Namami Gange programme
• Atal Mission for Rejuvenation and Urban Transformation (AMRUT)
• Swachh Bharat Mission (Urban)
• Jal Jeevan Mission (JJM)

Currently our Company operating 5 projects under Atal Mission for Rejuvenation and Urban Transformation
(AMRUT), 1 Project under Namami Gange Programme. The details regarding the above projects have
disclosed under the titled “Our Order Book” on page no. 225.

4. Continue to enhance our core strengths by attracting, retaining and training qualified personnel.

We believe that our ability to effectively execute and manage projects is crucial to our continued success.
We understand that maintaining quality, minimising costs and ensuring timely completion of our projects
depends largely on the skill and workmanship of our employees. As competition for qualified personnel
increases among engineering and construction companies in India, we seek to improve competitiveness by
increasing our focus on training our staff. We offer our engineering and technical personnel a wide range of
work experience and learning opportunities by providing them with continuous training in latest systems,
techniques and knowledge upgradation.

SWOT ANAYLSIS

Our Strengths

✓ World Bank Funded Projects through Local/ State governments.

Scheme like Atal Bhujal Yojana launched by Government of India are been aided by the World Bank. The Scheme
outlay is about Rs. 6,000 Crore which is focused on community participation and sustain ground water level in
identified water stressed areas during five-year duration. Our Company has participated in such projects. We are
participating in other Government Schemes such as Atal Mission for Rejuvenation and Urban Transformation
(AMRUT), Namami Gange Programme etc.

➢ More than 3 decades of experience in the industry.

Our Company incorporated on December 21, 2010 having business of Sewerage solution provider, Water Supply
System, Water and Waste Treatment Plants, Electrical Transmission and Distribution, Road and Allied works,
operation and maintenance of Wastewater Scheme Projects (WWSPs) and Water Supply Scheme Projects
(WSSPs) for government authorities/bodies. Our Promoters, Mr. Ram Veer Singh and Mr. Ashish Tomar are
qualified professionals with an individual experience of more than 3 & 1 decades respectively in the water &
waste-water treatment industry and have been instrumental in driving our growth since inception of our business.

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➢ Professionally managed & experienced leadership.

Our Company is managed by our Promoters including our Top Management has wide experience in the
infrastructure sector. Our promoter and Chairman, Mr. Ramveer Singh has more than Thirty-five years of
experience in in the water & waste-water treatment industry, civil, construction industry and business
development. Also, our Promoter and Managing Director, Mr. Ashish Tomar is a Civil Engineer having vast
knowledge and experience in the field of projects like Sewerage work, Electricity Transmission & Distribution
work. He is currently looking after Projects execution areas of our Company. Likewise, our top leadership has
good experience and expertise.

➢ Updated and well-trained Human Resource

As our Company is in the business of water management and infrastructure, we require skilled and experienced
human resource. Our Company successful and glorious past is the evidence of well-trained and updated human
resource. Our Company give great emphasis to train our human resourses.

➢ Organizational Setup

Our company has well-defined and managed organizational setup. The role and responsibility for every layer in
the Company is fixed. The well-defined organizational setup helps our Company to execute the projects smoothly
on time.

➢ Ease in accessibility of funding due to good credit rating from banks and other financial agencies.

Our Company has never defaulted in principal and interest payment in the past. Also, financial ratios reflect the
healthy financial position. We have good and trusted relations with the financial institutions which gives our
confidence accessibility of funds as and when we require.

➢ Well-known name in the market.

We are reputed and well-known name in the market. We have executed many projects awarded by the Government
bodies such as Uttar Pradesh Jal Nigam (UPJN), Construction and Design Services (C&DS), Military Engineering
Services (MES), Indian Railway Construction Limited (IRCON) etc.

➢ Limited Experienced Players in Sector

In the area where we work there are few well-known names such as Va Tech Wabag Limited, Enviro Infra
Engineers Limited etc. There are few players in our industry which have reached the reasonable scale as the
business of water and waste management require specialized knowledge and experience.

Our Weaknesses

➢ Dependence on Union & State Government policies

As we are 100% dependent on government projects, our company is mainly in the business of government
contracts like Sewerage solution provider, Water Supply System, Water and Waste Treatment Plants, Electrical
Transmission and Distribution, Road and Allied works, operation and maintenance of Wastewater Scheme
Projects (WWSPs) and Water Supply Scheme Projects (WSSPs). WWSPs include Sewage Treatment Plants
(STPs) along with Sewage Network Schemes and Common Effluent Treatment Plants (CETPs) and WSSPs
include Water Treatment Plants (WTPs) along with pumping stations and laying of pipelines for supply of water
(collectively, “Projects”) which are acquired largely from the government tenders, therefore, due to changes in

222 | P a g e
government policies it may have impact on the delay or completion of the projects which in turn have impact on
the profitability of our company and in non-compliances thereof it may bring penalties as well.

➢ Core focus on limited segment

We have an in-house team for designing, engineering and construction which makes us self-reliant on all aspects
of our business. We have a team of 61 engineers who are supported by third-party consultants and industry experts
to ensure compliance and quality standards laid down by the industry and government agencies & departments,
therefore main focus of our company is on Water Supply System and Water and Waste Treatment Plants. They
are areas where our company needs to improve to remain competitive.

➢ Limitation to practice bigger projects

Due to the Peers, as prescribed in the RHP on page no. 132, in the similar business we might not be able to take
the bigger projects and 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.

➢ Company’s business is working capital intensive due to which high liquidity is required

Issues relating to funding has been a major problem in this industry, as our business is working capital intensive
due to which liquidity is major concern. Funds are required to carry on and complete the projects and government
tender on time. In case timely payments are not received due to change in government or any other issues we may
not be able to timely and effectively complete the projects tendered.

➢ Unable to deal with multidisciplinary assignments because of size or lack of ability

Construction sector has witnessed many consistent changes over the past few years. Delay in project completion
is one of the major challenges for the construction market in India. Construction projects are large scale, time and
cost sensitive. The gestation period of project also increases because of factors such as political risks in the
country, liquidity crunch, and delay in getting environmental clearance, forest clearance, defence land handovers
etc. Time overrun and project inflationary cost escalations plague many large Government-based projects. All
projects have to be time bound to be profitable, however, the market still suffers from inherent delays owing to
these reasons. Therefore, we may not be able to take multidisciplinary assignments.

Our Opportunities

➢ Increasing in Government expenditure:

A policy decision being ensured that whenever there is an expansion of the Government, there should be a
commensurate increase in the Opportunities for organization as well.

The budgetary allocation by the central government which can boost our business is as under:

1. Budgetary allocation has been increased from Rs 52,000 Cr in FY17 to Rs 182,000 Cr in FY23 giving a
government seriousness to the connectivity by road.;
2. Under PM Gati Shakti, the National Highways network will be expanded by 25,000 km in 2022-23 and
Around Rs 20,000 Cr will be mobilized through innovative ways of financing to complement the public
resources.

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3. Deendayal Upadhyaya Gram Jyoti Yojana.
4. Continued government spending in construction industry, The NIP covering rural and urban infrastructure
entailed investments to the tune of Rs.111 lakh crores will be undertaken by the central government, state
governments and the private sector during FY20-25.
5. Government spend to fund more STP projects for river water conservation and treatment.
6. Central government policies push for wastewater treatment and use.
7. Development plans to clean River Ganga and improve wastewater treatment and management.
8. Agricultural 7 Industrial water reuse.
9. Namami Gange programme.
10. Atal Mission for Rejuvenation and Urban Transformation (AMRUT).
11. Swachh Bharat Mission (Urban)
(Source: CareEdge Report)

➢ Development in rural infrastructure:

Rural infrastructure has the potential to provide basic amenities to people that can improve their quality of life
which encompasses rural canal works for irrigation and drainage, rural housing, rural water supply etc. for
betterment of people which is playing the pivotal role for generating the opportunities.

➢ Strict awareness on pollution control and waste water management:

Conducting different activities and programmes through various platforms to generate awareness and information
for public at large.

➢ Government initiative in eco-projects like Clean Ganga Project, etc.:

A series of activities such as events, workshops, seminars and conferences and numerous eco-projects activities
were organized to make a strong pitch for public outreach and community participation which generates the
number of opportunities.

Our Threats

➢ Increase in Competition and entry of new market players.

As the Government spending on infrastructure sector is increasing in unprecedented way new players are invited.
The entry of new players will increase the competition and eventually affect our top and bottom line negatively.

➢ Certain big players in market like L & T (only water segment) specifically in similar segment of our
business

The presence of big player like L&T having big size and financial power may make acquiring big projects difficult.
Also, there may be stress in the margins as we need to spend more financial resources to acquire projects

➢ Delay in projects due to Lock out, Strikes, Management Lay-outs.

Any delay due Lock out, Strikes, Management Lay-outs any impede our project which may hurt us financially
and otherwise. However, so far, we have not witnessed any Lock out, Strikes, Management Lay-outs.

➢ Delay in completion of projects due to change in government.

Any change in Government may result in the priority of the Government. The new Government may change the
terms and conditions retrospectively and may shift its focus to different areas which may affect us negatively.

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Our Order Book
Our Order Book as on a particular date consists of contract value of unexecuted projects or uncompleted portions of our Ongoing Projects, i.e., the total contract value of
ongoing projects work billed till July 31, 2023.

Our Order Book for Ongoing Projects is Rs. 1,74,492.00 Lakhs unbilled amount as on July 31, 2023. The following table sets forth the break-up of our Order Book for all the
Ongoing Projects:

Total
Work Performan
Sr. Value Work to be done by Balance
Region & Client Done till ce Bank
No Work Details including EMS as per Mutual Period Work in LOI Date
Name 31.07.2023 Guarantee
. O&M in Understanding Lakhs
in Lakhs in lakhs.
Lakhs
Sewerage Work
“Construction of New RCC & Region: Mathura 2,283.00 N. A 2,283.0 December 14, 2,260.00 23.00 November 69.00
Bricks Drains, Repair of 0 2016 08, 2016
Drains, Laying of 600 Mm DIA Client Name: to September
DI K-9 Rising Main, 1 No. Project Manager, 30, 2023
1
Storm Water Pumping Station Drainage &
& Appurtenant Works” Under Sewerage Unit,
Storm Water Drainage Scheme U.P. Jal Nigam,
Goverdhan” Mathura.
I) Survey, Design and Redesign Region: Dehradun 5,781.00 N. A. 5,781.0 June 05, 2020 3,700.00 2,081.00 March 20, 197.00
Where Necessary and Build 0 to October 10, 2020
Intercepting Sewer Lines Of Client Name: 2023
About 32.40 Km Length Of Executive
Interception And Diversion Engineer,
Work Of Bindal River, Nalas / Dehradun
2
Drains And Open House Hold Division,
Outlets On Both Banks Of U.K.P.J.N.,
Rivers Rispana Including Dehradun
Survey, Design, Construction
Of 3.5 Mtr. Dia S.P.S. and All
Appurtenant Structures and

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 Total
Work Performan
Sr. Value Work to be done by Balance
Region & Client Done till ce Bank
No Work Details including EMS as per Mutual Period Work in LOI Date
Name 31.07.2023 Guarantee
. O&M in Understanding Lakhs
in Lakhs in lakhs.
Lakhs
Allied Works Including 3
Months Trial & Run Of
Complete System And
Operation & Maintenance Of
The Intercepting Sewer Line,
Nala / Drain Interception And
Diversion Works And Sps For
A Period Of 15 Years In
Dehradun City Of District
Dehradun, State Of
Uttarakhand, India”.
“Design, Build, Rehabilitate, Region: Mirzapur (21,762.00 60% 17,551. April 10, 2022 5,200.00 12,351.0 February 2,159.00
Finance, Operate and Transfer & Ghazipur +7,489.00) 00 to April 09, 0 20, 2021
Sewage Treatment Plants Lakhs (60% 2024
(STPs) of capacities as set out Name: General (Consideri of Rs.
below along with associate Manager, Ganga ng 60% 21,762.
infrastructure, with operation Pollution share in 00 +
and maintenance period of 15 Prevention Unit, JV), Rs.
3
years under “One City One U.P. Jal Nigam, 7489.0
Operator” Concept through Varanasi. 0)
Hybrid Annuity Based PPP
Model in Mirzapur and
Ghazipur Uttar Pradesh, India
under the Namami Gange
Programme”.

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 Total
Work Performan
Sr. Value Work to be done by Balance
Region & Client Done till ce Bank
No Work Details including EMS as per Mutual Period Work in LOI Date
Name 31.07.2023 Guarantee
. O&M in Understanding Lakhs
in Lakhs in lakhs.
Lakhs
“Design and build Sewage Region: Munger 35,078.00 100 % 35,078. November 15, 18,050.00 17,028.0 September 2,726.00
Treatment Plant of capacity Lakhs work will 00 2021 to 0 14, 2021
30Mld including MPS (45 Client Name: (Consideri be done by November 14,
MLD) and all appurtenant Managing ng 76% the 2023
structures and allied works; (ii) Director, Buidco, share in company
survey, review the designs, Patna JV), and
redesign where necessary, and payment
build new underground will route
sewerage network of about from us
167.23 km length including
4
trenchless & survey, design,
construction of 5 No. pumping
stations and all appurtenant
structures and allied works; and
(iii) operation & maintenance
of the complete works of
sewage treatment plant,
sewerage network and pumping
stations at Munger, State of
Bihar, India. ”.
Development of Sewerage and Region: Dehradun 7,235.00 N. A. 7,235.0 December 01, 3,237.00 3,998.00 October 1,023.00
storm water drainage system 0 2021 to March 07, 2021
with 5 Years Operation and Client Name: 31, 2024
Maintenance, at THDC and Program Director,
5
Yamuna Colony, in Uttarakhand
Uttarakhand Urban Sector
Development
Agency

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 Total
Work Performan
Sr. Value Work to be done by Balance
Region & Client Done till ce Bank
No Work Details including EMS as per Mutual Period Work in LOI Date
Name 31.07.2023 Guarantee
. O&M in Understanding Lakhs
in Lakhs in lakhs.
Lakhs
(UUSDA),
Government of
Uttarakhand,
Rajendra Nagar,
Dehradun-248001
Sewerage Works in Mirzapur Region: Mirzapur 21,715.00 N. A. 21,715. December 30, 14,900.00 6,815.00 December 651.00
Zone of Mirzapur Nagar Palika 00 2021 to 27, 2021
Parishad for abatement of River Client Name: December 29,
Ganga, District Mirzapur under General Manager, 2023
6 Amrut Scheme” Ganga Pollution
Control Unit, U.P.
Jal Nigam
(Urban),
Allahabad
Providing, laying, jointing, Region: Sikar, 15,666.00 N.A. 15,666. March 23, 700.00 14,966.0 February 425.00
testing and commissioning of Rajasthan 00 2023 to March 0 13, 2023
sewer system and all ancillary 28, 2025
works along with Design, Client Name:
construction, supply, Executive
installation, testing and Director,
7 commissioning (Civil, RUDSICO, Old
Mechanical, electrical, Working
instrumentation & other Women’s Hostel,
necessary works) of STPs based Near Police
on SBR Process/ construction Headquarters, Lal
of SPS including provision for Kothi, Jaipur
treated waste water reuse

228 | P a g e
 Total
Work Performan
Sr. Value Work to be done by Balance
Region & Client Done till ce Bank
No Work Details including EMS as per Mutual Period Work in LOI Date
Name 31.07.2023 Guarantee
. O&M in Understanding Lakhs
in Lakhs in lakhs.
Lakhs
including 1 year defect liability
and there after 10 years O&M
for following towns under
Package (AMRUT-
2.0/RAJ/SEWERAGE-05) a)
Sikar : Sewer System with 02
STPs b) Nagaur : Sewer
System with 01 STP & 1 SPS]
Providing, laying, jointing, Region: Nagaur, 5,525.00 N.A. 5,525.0 March 23, 300.00 5,225.00 February 146.00
testing and commissioning of Rajasthan 0 2023 to March 13, 2023
sewer system and all ancillary 28, 2025
works along with Design, Client Name:
construction, supply, Executive
installation, testing and Director,
commissioning (Civil, RUDSICO, Old
Mechanical, electrical, Working
instrumentation & other Women’s Hostel,
8 necessary works) of STPs based Near Police
on SBR Process/ construction Headquarters, Lal
of SPS including provision for Kothi, Jaipur
treated waste water reuse
including 1 year defect liability
and there after 10 years O&M
for following towns under
Package (AMRUT-
2.0/RAJ/SEWERAGE-05) a)
Sikar : Sewer System with 02

229 | P a g e
 Total
Work Performan
Sr. Value Work to be done by Balance
Region & Client Done till ce Bank
No Work Details including EMS as per Mutual Period Work in LOI Date
Name 31.07.2023 Guarantee
. O&M in Understanding Lakhs
in Lakhs in lakhs.
Lakhs
STPs b) Nagaur : Sewer
System with 01 STP & 1 SPS]
Providing, laying, jointing, Region: 5,094.00 N. A. 5,094.0 March 16, 93.00 5,001.00 February 139.00
testing and commissioning of Sujangarh, 0 2023 to March 14, 2023
sewer system and all ancillary Rajasthan 15, 2025
works along with Design,
construction, supply, Client Name:
installation, testing and Executive
commissioning (Civil, Director,
Mechanical, electrical, RUDSICO, Old
instrumentation & other Working
necessary works) of Women’s Hostel,
SPS/MWPS (if any) & STPs Near Police
based on SBR Process with Headquarters, Lal
9
provision for treated waste Kothi, Jaipur
water reuse including 1 year
defect liability and there after
10 years O&M for following
towns under Package
(AMRUT-
2.0/RAJ/SEWERAGE-06) (a)
Churu : Sewer System with 01
STP (b) Sujangarh : Sewer
System with 01 STP (c)
Hanumangarh : Sewer System
with 01 STP

230 | P a g e
 Total
Work Performan
Sr. Value Work to be done by Balance
Region & Client Done till ce Bank
No Work Details including EMS as per Mutual Period Work in LOI Date
Name 31.07.2023 Guarantee
. O&M in Understanding Lakhs
in Lakhs in lakhs.
Lakhs
Providing, laying, jointing, Region: Churu, 7,796.00 N. A. 7,796.0 May 02, 2023 300.00 7,496.00 February 211.00
testing and commissioning of Rajasthan 0 to April 30, 14, 2023
sewer system and all ancillary 2025
works along with Design, Client Name:
construction, supply, Executive
installation, testing and Director,
commissioning (Civil, RUDSICO, Old
Mechanical, electrical, Working
instrumentation & other Women’s Hostel,
necessary works) of Near Police
SPS/MWPS (if any) & STPs Headquarters, Lal
based on SBR Process with Kothi, Jaipur
10
provision for treated waste
water reuse including 1 year
defect liability and there after
10 years O&M for following
towns under Package
(AMRUT-
2.0/RAJ/SEWERAGE-06) (a)
Churu : Sewer System with 01
STP (b) Sujangarh : Sewer
System with 01 STP (c)
Hanumangarh : Sewer System
with 01 STP

231 | P a g e
 Total
Work Performan
Sr. Value Work to be done by Balance
Region & Client Done till ce Bank
No Work Details including EMS as per Mutual Period Work in LOI Date
Name 31.07.2023 Guarantee
. O&M in Understanding Lakhs
in Lakhs in lakhs.
Lakhs
Providing, laying, jointing, Region: 5,040.00 N. A. 5,040.0 March 17, 90.00 4,950.00 February 135.00
testing and commissioning of Hanumangar, 0 2023 to March 14, 2023
sewer system and all ancillary Rajasthan 16, 2025
works along with Design,
construction, supply, Client Name:
installation, testing and Executive
commissioning (Civil, Director,
Mechanical, electrical, RUDSICO, Old
instrumentation & other Working
necessary works) of Women’s Hostel,
SPS/MWPS (if any) & STPs Near Police
based on SBR Process with Headquarters, Lal
11
provision for treated waste Kothi, Jaipur
water reuse including 1 year
defect liability and there after
10 years O&M for following
towns under Package
(AMRUT-
2.0/RAJ/SEWERAGE-06) (a)
Churu : Sewer System with 01
STP (b) Sujangarh : Sewer
System with 01 STP (c)
Hanumangarh : Sewer System
with 01 STP

232 | P a g e
 Total
Work Performan
Sr. Value Work to be done by Balance
Region & Client Done till ce Bank
No Work Details including EMS as per Mutual Period Work in LOI Date
Name 31.07.2023 Guarantee
. O&M in Understanding Lakhs
in Lakhs in lakhs.
Lakhs
Confirmatory Survey, Design, Region: Dehradun 2,044.00 N. A. 2,044.0 February 26, 217.00 1,827.00 February 111.00
Construction & laying of sewer 0 2023 to 02, 2023
line, testing and commissioning Client Name: August 15,
(with one year defect liability Superintending 2023
period) with all appurtenant Engineer,
works on item rate contract Construction
basis including supply of all Circle,
12
material, labour T&P for Uttarakhand
(Leftover works of Smart City Peyjal Nigam,
Ltd.) from Agrawal Dehradun
Dharamshala (Prince Chowk)
to Pathri Bagh Chowk at
Saharanpur Road, Dehradun
Under Deposit Programme”.
S-DDN-01 - Development of Region: Dehradun 35,228.00 - 35,228. LOI Awaited - 35,228.0 LOI 670.00
Sewerage System for Raipur 00 0 Awaited
(Zone C, Zone D and Zone E), Uttarakhand
13
with 5 years O and M, in Urban Sector
Dehradun, Uttarakhand. DBO - Development
01 Agency IPMU
Sewerage and Water Works
14 Balance Work of Region: Tonk 39,670.00 100% 39,670. December 16, 31,500.00 8,170.00 November 3,828.00
RUSDP/Tonk/01 i.e. Lakhs Work will 00 2020 05, 2020
Construction of Work of Water Client Name: The (Consideri be done by to September
Supply Distribution Network Project Director, ng EMS us and 30, 2023
Improvement with house Rajasthan Urban share - payment
service connections for Non Infrastructure 74% i.e Rs will be

233 | P a g e
 Total
Work Performan
Sr. Value Work to be done by Balance
Region & Client Done till ce Bank
No Work Details including EMS as per Mutual Period Work in LOI Date
Name 31.07.2023 Guarantee
. O&M in Understanding Lakhs
in Lakhs in lakhs.
Lakhs
Revenue Water reduction and Development 29,356.00 received in
continuous water supply and Project Lakhs & JV
providing Sewer Network with First Floor, AVS JV Partner Company
house connections, Building, Jawahar - Tirupati namely
construction of Sewage Circle, Cement M/s EMS
Treatment Plant & allied works JLN Marg, Products TCP JV
and Operation services of the Malviya Nagar, share - (p) Ltd.
entire system for 10 years at Jaipur, 26%
Tonk.

CETP Work

15 “Selection of EPC Contractor Region: Unnao 11,100.00 N.A. 11,100. February 07, 2,600.00 8,500.00 January 1,387.00
for Engineering, Procurement, 00 2022 to 06, 2022
Construction, Commissioning, Client Name: February 06,
Testing, Trial Run, Operation & Banthar Industrial 2024
Maintenance For Upgradation Pollution Control
Of 4.5 Mld Common Effluent Company (Bipcc),
Treatment Plant (Cetp) For Cetp Complex,
Tanneries With Soak Stream Upsidc Leather
Treatment, Common Chrome Technology Park,
Recovery System, Composite Banthar, Unnao,
Stream Treatment On Zld Uttar Pradesh
Technology).

234 | P a g e
 Building Work
16 Construction of 354 nos. staff Region: Mumbai 31,974.00 N. A. 31,974. February 23, 1,760.00 30,214.00 February 4,479.00
Quarters Hostel Building 00 2023 to June 13, 2023
Academic Block, for Reserve Client Name: EE 22, 2025
Bank of India at Plot No. 1, & SM-II, O/o CE
Sector 7, CBD Belapur cum ED, Mumbai,
(Kharghar), Navi Mumbai. CPWD, Navi
Package 1:- C/o 1 No Grade D Mumbai
tower(19 quarters, G+10), 4 (Maharashtra)
Nos Grade B/C tower (quarters
159 G+10) 4 Nos Grade A
tower(176 quarters, G+11),
ZTC Hostel
Building(82Rooms,G+8),
Academic Block (G+2), Club
House With Swimming Pool,
Caretaker, Security And
commercial building and
Sanitary Installations,
Drainage, Internal Electrical
Installations, Lifts, Fire-
Fighting and Fire-Fighting
Alarms, D.G Sets, STP,
Substation and Pump House,
Rainwater Harvesting System,
and development work for
Reserve Bank of India at Plot
No. 1, Sector 7, CBD Belapur
(Kharghar), Navi Mumbai.

235 | P a g e
17 Confirmatory Survey, Design, Region: Aligarh 641.00 - 641.00 October 14, 265.00 376.00 October 38.00
Construction & laying of sewer 2022 to April 11, 2022
line, testing and commissioning Client Name: 14, 2025
(with one year defect liability Project Manager,
period) with all appurtenant U.P. Projects
works on item rate contract Corporation Ltd,
basis including supply of all Unit-32, Aligarh,
material, labour T&P for
(Leftover works of Smart City
Ltd.) from Agrawal
Dharamshala (Prince Chowk)
to Pathri Bagh Chowk at
Saharanpur Road, Dehradun
Under Deposit Programme”.
18 Construction of Group Housing Region: 12,443.00 - 12,443. February 02, 2,200.00 10,243.00 February -
VVIP NAMAH Tower A, B & Ghaziabad 00 2023 to 02, 2023
C at Plot no. GH-3/4, VVIP February 01,
NAMAH NH-24, Village Client Name: 2025
Mahrauli & Shahpur-Bamheta VVIP EMS
Infrahome
2,61,86 1,74,492.0
Total 873.72 - 18,394.00
7.00 0

236 | P a g e
Our O & M Order Book for Ongoing Projects is Rs. 9,928.00 Lakhs as on July 31, 2023. The following table sets forth the break-up of our Order Book for all the Ongoing
Projects:

Total
Actual
Value Start END EMS
S.N. Work Details Region Client Name Date of
in Date Date Share
Completion
Lakhs
1 Survey, review the designs, redesign where necessary and build Allahabad, Office of the Project 1,324.00 31.12.20 30.12.30 30.12.30 74%
new sewerage network of about 215 km length including survey, State of Uttar Manager,
design, construction of 2 nos. pumping stations and all Pradesh, India Ganga Pollution
appurtenant structures, and operation & maintenance of sewerage Control Unit(I),
network and pumping stations for a period of 10 years in sewerage U.P. Jal Nigam
district-B of Allahabad, State of Uttar Pradesh, India (Rural), Prayagraj

2 Survey, Review the Designs, Redesign where necessary and build Patna, State Bihar Urban 2,294.00 29.11.21 28.01.36 28.01.36 74%
new sewerage network of about 88 KM Length including Survey, of Bihar, Insfrastructure
Design, Construction of 01 No. of Pumping Station and All India Development
Appurtenant Structures, And Operation & Maintenance of Coprporation Ltd.
Sewerage Network And Pumping Station For a Period of 15 Years Saidpur STP (Milla
at Pahari (Zone-IVA-(S)) in Patna, State of Bihar, India Tanki), Patna-
800004
3 Design and build Sewage Treatment plant of capacity 60 Mld Saidpur in Bihar Urban 4,584.00 01.04.21 30.03.31 30.03.31 40%
including MAIN PUMPING STATION (83 MLD) and all patna, state of Insfrastructure
appurtenant structure and allied works; (ii) survey , review the Bihar, India Development
designs, redesign where necessary, and build new underground Coprporation Ltd.
sewage network of about 55km length including survey, design Saidpur STP (Maila
and all appurtenant structure and allied works and (iii) operation Tanki), Patna-
& maintenance of the complete works of Sewage Treatment Plant 800004
and Sewerage Network at Saidpur in patna, state of Bihar, India

237 | P a g e
4 Sewerage treatment plant of installed capacity 4.0 mld and all Narora town, Project Manager 646.00 02.03.20 01.03.30 01.03.30 51%
appurtenant structures and allied works: (ii) Survey, review the Distt. Yamuna Pollution
designs, redesign where necessary, a nd build new underground Bulandshahar, Control Unit -Ist,
sewerage network of about 21.03 km length including survey, State of Uttar U.P. Jal Nigam
design construction of 3 (three) nos. Pumping station and all Pradesh India. Ghaziabad, Sec-1,
appurtenant structures and allied works and (iii) operation & Raj Nagar
maintenance of the complete works of sewerage treatment plant, Ghaziabad (U.P.)-
sewerage network and pumping statins in Narora town, Distt. 201001
Bulandshahar, State of Uttar Pradesh India.
5 Designed, Build and commissioned CETP, IIE, SIIDCUL- Haridwar State Infrastructure 1,080.00 2005 2035 2035 100%
Haridwar (Uttarakhand) and Providing services more than 500 Uttarakhand & Industrial
occupants of Integrated Industrial Estate Haridwar The Plant is India Development
in successful Operation and Maintenance Corporation of
Uttarakand Ltd. 29,
IIE, Sahastradhara
Road (IT Park)
Dehradun
Total 9,928.00

238 | P a g e
Common Effluent Treatment Plant at Sidcul, Haridwar

EMS Limited owns a Common Effluent Treatment Plant (CETP) of 4.5 MLD capacity (expandable upto 9 MLD)
in SIDCUL, Haridwar on Build, Operate, Own and Transfer (BOOT) model under Public Private Partnership with
State Industrial Development Corporation of Uttarakhand Limited. Under this project, the industrial units located
in the SIDCUL, Haridwar discharge their industrial waste into the metered collection network laid by the company
which then is treated at the CETP and discharged after proper treatment and filtration. The industrial units are
charged as per volume of the effluent released by them. The concession period of the CETP is till the year 2035.

Clients

EMS has implemented projects for a national network of clients, ranging from state and central governments to
national companies across India. Below is a partial list of clients that EMS has worked on various projects.

Uttar Pradesh Jal Nigam (UPJN)

Construction and Design Services (C&DS)

Uttarakhand Peyjal Nigam (UPN)
Uttarakhand Urban Sector Development Agency (UUSDA)

State Infrastructure and Industrial Development Corporation of Uttarakhand Ltd. (SIIDCUL)

Military Engineering Services (MES)
Pashchimanchal Vidyut Vitaran Nigam Ltd. (PVVNL)

Uttar Pradesh Rajkiya Nirman Nigam Ltd. (UPRNN)

Ghaziabad Development Authority (GDA)
Agra Development Authority (ADA)
New Okhla Industrial Development Authority (NOIDA)

239 | P a g e
Greater Noida Industrial Development Authority (GNIDA)
Madhyaanchal Vidyut Vitaran Nigam Ltd. (MVVNL)
Bihar Urban Infrastructure Development Corporation Ltd. (BUIDCO)
Poorvanchal Vidyut Vitaran Nigam Ltd. (PuVVNL)
Rajasthan Urban Infrastructure Development Program (RUIDP)
Indore Municipal Council
Hindustan Steelworks Construction Ltd. (HSCL)

Central Public Works Department (CPWD)

Indian Railway Construction Limited (IRCON)

Bangalore Water Supply and Sewerage Board (BWSSB)

Uttar Pradesh State Industrial Development Corporation (UPSIDC)

240 | P a g e
List of Key Executed Works since incorporation of the Company, which also includes work executed for above mentioned clients.

In the past, Company has executed 67 projected including 50 projects under the name EMS Limited & 17 projects executed by the proprietorship which businesses was taken
over by the Company on June 2012.

Tenure
Sr. Project Date of Date of
Name of the Project of the State Client Name
No. Value Start Completion
Project
Survey, Soil Testing, Design, Supply, Construction, Installation,
Testing, Commissioning & Trial Run of RCC Conduit Channel from
River Intake to Raw Water Pump House, Raw Water Intake Cum Pump
House, Raw Water Rising Main From Intake to W.T.P (80 MLD
Capacity), C.P. Tank 850 Kl Capacity, Main Clear Water Reservoir
7000 Kl Capacity & Related Work, Clear Water Feeder Main, Clear
Unnao, Uttar Uttar Pradesh Jal
1 Water Reservoir Cum Pump House (17nos.) Of Different Capacity 106.08 Crores 02.07.2018 31.03.2023 5 Years
Pradesh Nigam (UPJN)
Including Panel Room, Over Head Tank of Different Capacity, Laying
and Jointing of Rising Mains (C.W.R. To O.H.T.) Boundary Wall With
Gate And Drainage System, Approach Road, Rain Water Harvesting,
Pumping Plants & Related Work, Electric Sub Station, Lighting Works,
Automation & Scada System Including Supply Of all Materials, Labour
and T&P etc all complete works.
Bulandshahar Uttar Pradesh Jal
2 Bulandshahr Sewerage Project Package -2 Under AMRIT Program 148.64 Crore 08.02.2018 07.08.2021 3.5 Year
Uttar Pradesh Nigam (UPJN)

Ghaziabad Sewerage Project Package -1 under AMRIT Program at Ghaziabad Uttar Pradesh Jal
3 88.75 Crore 17.11.2018 28.02.2023 4 Year
Ghaziabad area Uttar Pradesh Nigam (UPJN)

Supply, Laying, Jointing, Testing, & Commissioning of PCCP Pipe of Kanpur Uttar Uttar Pradesh Jal
4 7.57 Crore 10.12.2018 09.06.2021 2.5 Year
1500 mm dia in Ganga Barga to Bheroghat Pumping Station Pradesh Nigam (UPJN)
Sewerage Project in Moradabad Mahanagar under Namami
Mordabad Uttar Pradesh Jal
5 Gange/NGRBA Program laying of 150 mm dia to 1200 mm dia sewer 31.46 Crore 07.12.2018 06.10.2021 3 year
Uttar Pradesh Nigam (UPJN)
line with Trenchless method
Survey, Review the Designs, Redesign where necessary and build new
Bihar Urban
sewerage network of about 88 KM Length including Survey, Design,
Infrastructure
Construction of 01 No. of Pumping Station and All Appurtenant
6 230 Crore 30.05.2018 31.10.2021 3 year Patna, Bihar Development
Structures, And Operation & Maintenance of Sewerage Network And
Corporation Ltd.
Pumping Station For a Period of 15 Years at Pahari (Zone-IVA-(S)) in
(BUIDCO)
Patna, State of Bihar, India

241 | P a g e
 Design and build Sewage Treatment plant of capacity 60 Mld including
MAIN PUMPING STATION (83 MLD) and all appurtenant structure
Bihar Urban
and allied works; (ii) survey, review the designs, redesign where
Infrastructure
necessary, and build new underground sewage network of about 55km
7 167.85 Crore 06.04.2017 30.03.2021 4 year Saidpur Bihar Development
length including survey, design and all appurtenant structure and allied
Corporation Ltd.
works and (iii) operation & maintenance of the complete works of
(BUIDCO)
Sewage Treatment Plant and Sewerage Network at Saidpur in patna,
state of Bihar, India
Servey Investgation Soil testing design, supply construction,
Allahabad Uttar Pradesh Jal
8 instollation commisiong & testing of sewerage works in sewerage 31.27 Crore 21.05.2018 30.04.2021 3 Year
Uttar Pradesh Nigam (UPJN)
District-F Phase-I in Allahabad City
Servey Investgation Soil testing design, supply construction,
Allahabad Uttar Pradesh Jal
9 instollation commisiong & testing of sewerage works in sewerage 32.72 Crore 21.05.2018 30.01.2021 3 Year
Uttar Pradesh Nigam (UPJN)
District-F Phase-II in Allahabad City
Survey, review the designs, redesign where necessary and build new
sewerage network of about 215 km length including survey, design,
construction of 2 nos. pumping stations and all appurtenant structures, Allahabad Uttar Pradesh Jal
10 276.64 Crore 25.06.2016 31.12.2020 4.5 year
and operation & maintenance of sewerage network and pumping Uttar Pradesh Nigam (UPJN)
stations for a period of 10 years in sewerage district-B of Allahabad,
State of Uttar Pradesh, India
Construction, Erection , Testing including required survey & Design
Work, Commissioning, Start-up, Operation & Maintenance including
monitoring & Performance Run of 24 MLD Sewage Treatment Plant,
Etah Uttar Uttar Pradesh Jal
11 Main Sewage Pumping Station, Intermediate Pumping Station Zone-3, 92.16 Crore 22.01.2018 31.07.2021 3.5 year
Pradesh Nigam (UPJN)
sewerage Network of Zone-3 and trunk main with appurtenant works
under trail run concept including of 5 year O&M and handing over to
Nagar Palika Parishad at Etah City Etah
Construction of RCC OHT Pump House Cum Choloronome, Boundry
Wall etc, Supply, Laying, Jointing of Rising Main and Distribution Saharanpur Uttar Pradesh Jal
12 22.86 Crore 11.12.2018 10.12.2020 2 Year
System including House Connection and construction of Tube Well, Uttar Pradesh Nigam (UPJN)
Supply and Installation of Pumping plant
Construction of33/11 KV New S/S, 33KV Line & 1lKV Line on Poorvanchal
Phoolpur
turnkey basis in Phoolpur Parliamentary Constituency of Purvanchal Vidyut Vitaran
13 14.05 Crore 21.04.2018 20.04.2020 2 year Allahabad
Vidyut Vihan Nigam Nigam Ltd.
U.P.
Ltd. Varanasi. (PuVVNL)

242 | P a g e
 Construction of House Connecting Chambers & making house sewer
connections with existing lines in ward No. 10-Civil Lines area-1, 45 – Allahabad Uttar Pradesh Jal
14 12.92 15.03.2017 31.03.2019 2 year
Civil Lines area-II and 32-Ganga Nagar (Package-5) of Sewerage Uttar Pradesh Nigam (UPJN)
District-D in Allahabad Under Amrut Scheme.
Survey, Review the Designs and Build new Sewerage Network of
Allahabad Uttar Pradesh Jal
15 About 42 Km Length including All Appurtenant Structures in 43.56 Crore 03.01.2017 31.03.2019 2 year
Uttar Pradesh Nigam (UPJN)
Sewerage District-E of Allahabad, U.P.
State Sector program saharanpur nagar nigam area interspection Saharanpur Uttar Pradesh Jal
16 15.05 Crore 02.01.2017 01.01.2018 1 year
diversation phase-1 package -1 Uttar Pradesh Nigam (UPJN)
Madhyaanchal
Electrical Work Under work of Rural Electrification work in under Lucknow Vidyut Vitaran
17 77.64 Crore 15.11.2016 14.11.2018 2 year
Gram Jyoti Yojna in MVVNL Lucknow Uttar Pradesh Nigam Ltd.
(MVVNL)
Uttarakhand
Urban Sector
Procurement of works for Sewerage System for Un sewered Area of Dehradun
18 69.21 Crore 23.01.2014 31.08.2017 3.5 year Development
Kargi Zone in Dehradun Package no. WWM02D (RT) Uttarakhand
Agency
(UUSDA)
Uttarakhand
Procurement of works for Sewerage System for Sewered Area (sub- Urban Sector
Dehradun
19 zone E1 & E2) of Kargi Zone in Dehradun, Package no. WWM03D 21.11 Crore 23.01.2014 31.08.2017 3.5 year Development
Uttarakhand
(RT Agency
(UUSDA)
Military
Construction of KLP Phase-I,of 1 STC at Jabalpur M.P. under MES
20 20.15 Crore 12.05.2015 11.06.2017 2 Year Jabalpur M.P. Engineering
Project
Services (MES)
Rajasthan Urban
Infrastructure
Work of Construction of “A” Type School Building, 09 Units Staff Hanumangarh
21 12.19 Crore 19.10.2016 18.10.2017 1 year Development
Quarters Etc, for Kendriya Vidyalaya Hanumangarh (Rajasthan) Rajasthan
Program
(RUIDP)
Balance work of Population Research Centre Cum Department of Sagar Military
22 Education building at Dr. Hari Singh Gour Central University Sagar 3.26 Crore 19.09.2016 31.03.2017 6 months Madhay Engineering
(M.P.) Pradesh Services
Pashchimanchal
33 KV Substation and related 33 K.V. Line work in Turnkey basis in Meerut Uttar
23 4.74 Crore 10.04.2015 11.05.2016 1 year Vidyut Vitaran
Kakor in Meerut District Pradesh
Nigam Ltd

243 | P a g e
 Pashchimanchal
34 KV Substation and related 33 K.V. Line work in Turnkey basis in Meerut Uttar
24 4.24 Crore 10.04.2015 17.05.2016 1 year Vidyut Vitaran
Sabaga in Meerut District Pradesh
Nigam Ltd
Pashchimanchal
35 KV Substation and related 33 K.V. Line work in Turnkey basis in Meerut Uttar
25 6.67 Crore 13.08.2015 30.06.2016 1 year Vidyut Vitaran
Udyog Puram inn Meerut District Pradesh
Nigam Ltd
Design, Build, Operate and Transfer STP, Sewerage Network,
Pumping Stations, all appurtenant structures and allied works in Narora
town (design and build Sewage Treatment Plant of installed capacity
4.0 MLD STP and all appurtenant structures and allied works;(ii) Narora Uttar Uttar Pradesh Jal
26 44.87 Crore 06.05.2015 05.05.2016 1 Year
Survey, Review the designs, redesign where necessary, and build new Pradesh Nigam (UPJN)
Underground Sewerage Network of about 21.03 km length including
Survey, Design, Construction of 3 nos. Pumping Stations and all
appurtenant structures and allied works.
Confirmiatory survey, design construction testing and commissioing
Uttarakhand
with one year defect liblility period of following works with all
Urban Sector
appurtenant works on Item Rate contract basis including supply of all Dehradun
27 75.41 Crore 12.06.2015 11.06.2016 1 Year Development
material, labour t & p at zone M,C and L, Part of Dehradun Sewerage Uttarakhand
Agency
zone 60 KM sewer line of size of 150 mm dia to 1400 mm di DI K-7,
(UUSDA)
S&S RCC Pipe NP3 & NP 4 ase requirments of works
Survey, investigation, soil testing, design, supplying, laying, jointing,
testing & commissioning of sewer network consisting of 150-250 mm Allahabad Uttar Pradesh Jal
28 125.04 Crore 07.12.2011 30.06.2016 4.5 Year
GRP Pipes & 300-1600 mm RCC NP3 Pipes of about 109 kms length Uttar Pradesh Nigam (UPJN)
in sewerage District-E of Allahabad city.
Greater Noida
Rural Electrification Works of G.B. Nagar District in Uttar Pradesh Industrial
Noida G.B.
29 under Rajiv Gandhi Grameen Vidyutikaran Yojna (RGGVY)-12th 27.60 Crore 31.12.2014 30.12.2016 02 year Development
Nagar
Plan. Authority
(GNIDA)
House Connection Works in Dithori Mohal Under Package no-4, at Varanasi Uttar Pradesh Jal
30 11.07 Crore 02.01.2017 01.05.2018 1 Year
Varanasi Uttar Pradesh Nigam (UPJN)
Varanasi Uttar Pradesh Jal
31 House Connection work in Padiya Varanasi under Packege no -7 12.26 Crore 02.01.2017 01.05.2018 1 Year
Uttar Pradesh Nigam (UPJN)
Varanasi Uttar Pradesh Jal
32 House Connection in Sarsholi Varansi Under Package no-10 9.98 Crore 02.01.2017 01.05.2018 1 Year
Uttar Pradesh Nigam (UPJN)

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 Agra Uttar Uttar Pradesh Jal
33 Shamshabad Sewerage Project at Agra in state of Uttar Pradesh 17.76 Crore 27.02.2014 26.02.2015 1 Year
Pradesh Nigam (UPJN)
Military
Provn of OTM accn for certain EME Unit at Lucknow under MES Lucknow
34 9.61 Crore 04.12.2014 03.12.2016 2 Year Engineering
Project Uttar Pradesh
Services (MES)
ID-P164: Ganga Action Plan Project (Varanasi) Sewerage work and Varanasi Uttar Pradesh Jal
35 150.30 Crore 09.01.2013 10.02.2019 6 year
Pumping Mains (Pakage-01) Uttar Pradesh Nigam (UPJN)
Laying & Jointing 300 mm to 500 mm dia DI K7 rising mains &
distribution network 150 mm to 250 mm dia HDPE pipe line works of Ghaziabad Uttar Pradesh Jal
36 10.20 Crore 18.11.2014 17.11.2015 1 Year
about 82 Kms. Water Supply and Distribution Work U.P. Jal Nigam, Uttar Pradesh Nigam (UPJN)
Ghaziabad
Pashchimanchal
33/11 K.V. (1x5 MVA) 1x5 MVA & 2x5 MVA Substation Sardhana Meerut Uttar Vidyut Vitaran
37 3.81 Crore 03.10.2013 21.02.2015 1 year
& its 33 KV line Distt Meerut Pradesh Nigam Ltd.
(PVVNL)
Pashchimanchal
33/11 K.V. (1x5 MVA) 1x5 MVA & 2x5 MVA Substation Mawana & Meerut Uttar Vidyut Vitaran
38 3.13 Crore 03.10.2013 06.12.2014 1 year
its 33 KV line Distt Merut Substation Pradesh Nigam Ltd.
(PVVNL)
Pashchimanchal
33/11 K.V. (1x5 MVA) 1x5 MVA & 2x5 MVA Substation Kharkhoda Meerut Uttar Vidyut Vitaran
39 2.82 Crore 03.10.2013 02.12.2014 1 year
& its 33 KV line Distt Meerut Pradesh Nigam Ltd.
(PVVNL)
Pashchimanchal
33/11 K.V. (1x5 MVA) 1x5 MVA & 2x5 MVA Substation Chandpur Meerut Uttar Vidyut Vitaran
40 5.70 Crore 21.10.2013 08.12.2014 1 year
& its 33 KV line Distt Meerut Pradesh Nigam Ltd.
(PVVNL)
Military
Mathura
41 Construction of Children School at Mathura 11.75 Crore 17.09.2012 22.07.2015 2 year Engineering
Uttar Pradesh
Services (MES)
Military
Construction of Provision of OTM accommodation for Engineers Mathura
42 8.48 Crore 24.01.2012 12.08.2014 2.5 year Engineering
Regiment Uttar Pradesh
Services (MES)
Laying Of Trunk/ Lateral / Branch and sewage pumping station and its
Lucknow Uttar Pradesh Jal
43 allied works in Zone 9,10,and 11, of Sewerage District-III, Part I, at 141 Crore 04.05.2010 31.03.2014 4 Year
Uttar Pradesh Nigam (UPJN)
Lucknow, Under J.N.N.U.R.M. Program on Turnkey Basis

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 Design, Supply of all materials, Labour, T&P for construction,
Erection, Testing, Commissioning and Trial run of Sewerage Works Kanpur Uttar Uttar Pradesh Jal
44 19.37 Crore 06.10.2008 26.11.2012 4 Year
along with Road Cutting and Reinstatement. No-02 & Contract No- Pradesh Nigam (UPJN)
103/G.M./2008-09 U.P. Jal Nigam Kanpur
Design, Supply of all materials, Labour, T&P for construction,
Erection, Testing, Commissioning and Trial run of Sewerage Works Kanpur Uttar Uttar Pradesh Jal
45 13.68 Crore 06.10.2008 05.04.2010 1.5 year
along with Road Cutting and Reinstatement Package No- 03 & Pradesh Nigam (UPJN)
Contract No- 94/G.M./2008-09
Carting, Laying & Jointing of GRP Pipe of (1400mm dia to 1800 mm
Kanpur Uttar Uttar Pradesh Jal
46 dia for feeder main) with its appurtenant JNNURM work in Kanpur 20.90 Crore 25.08.2013 30.06.2015 2 year
Pradesh Nigam (UPJN)
City. U.P.Jal Nigam, Kanpur
600 mm dia DI Pipe Line K-9, in Shahsjmahal Nai Eadgah area in Aligarh Uttar Uttar Pradesh Jal
47 4.71 Crore 7.12.2010 06.06.2011 6 months
District Aligarh Pradesh Nigam (UPJN)
Construction and
Design Services
Construction of 36 MLD STP based on SBR Technology with Agra Uttar
48 43.70 Crore 30.03.2011 01.04.2014 3 Year (C&DS)& Uttar
including Building works of STP in Agra Pradesh
Pradesh Jal
Nigam (UPJN)
Construction of Over Head Tank & Laying and Distribution of
Bhagapat Uttar Pradesh Jal
49 Drinking Water Line under Asara Drinking Water Scheme in District 1.45 Crore 25.08.2010 24.08.2011 1 Year
Uttar Pradesh Nigam (UPJN)
Bagpat
Agra Uttar Uttar Pradesh Jal
50 Laying of 150 mm to 200 mm dia Sewer line 21 K.M. in Agra 5.54 Crore 16.11.2009 17.01.2011 1 Year
Pradesh Nigam (UPJN)
Pashchimanchal
Electrification work of 65 Nos Village with 11 KV & Construction JP Nagar Vidyut Vitaran
51 5.25 Crore 21.02.2006 26.10.2009 3.5 Year
&Installatiion of 10 KVA Transformer in JP Nagar Uttar Pradesh Uttar Pradesh Nigam Ltd.
(PVVNL)
Pashchimanchal
Electrification work of 72 Nos Village with 11 KV & Construction of JP Nagar Vidyut Vitaran
52 6.87 Crore 21.02.2006 30.06.2009 3 Year
110.53 K.M. Electrical Line in JP Nagar Uttar Pradesh Uttar Pradesh Nigam Ltd.
(PVVNL)
Sewerage work under JNNURM Scheme laying of upto 1600 mm dia Kanpur Uttar Uttar Pradesh Jal
53 5.90 Crore 26.01.2009 26.12.2009 1 Year
RCC NP3 Pipes Pradesh Nigam (UPJN)
Construction of Under Ground Water Tank Phase-II, at NBRC Manesar Uttar Pradesh Jal
54 2.00 Crore 15.12.2008 16.12.2009 1 Year
Manesar. Gurgon Nigam (UPJN)

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 Under Project of JNNURM laying of 19 K.M. Sewerage Pipe line work Agra Uttar Uttar Pradesh Jal
55 3.60 Crore 12.05.2007 13.05.2009 2 Year
in Agra City Pradesh Nigam (UPJN)
Greater Noida
Industrial
Providing & laying of Sewer Line along the Express Highway Noida Noida G.B.
56 37.57 Lakh 03.02.2003 25.09.2007 4.5 Year Development
Right Hand Side Nagar
Authority
(GNIDA)
Laying of 600 mm dia RCC NP3 pipe Line for Domestic sewerage Kanpur Uttar Uttar Pradesh Jal
57 15.05 Lakh 16.11.2006 17.11.2007 2 Year
scheme at Kanpur U.P. Pradesh Nigam (UPJN)
Greater Noida
Industrial
Construction of Vikash Bhawan Building in Surajpur District Gautam G.B. Nagar
58 3.00 Crore 2004-05 2008-2009 5 Year Development
Budha Nagar Noida
Authority
(GNIDA)
Ghaziabad
Development work of Pratap Vihar X Project Pocket B, work under of Ghaziabad Development
59 83.59 Lakh 19.12.2003 15.04.2005 1.5 Year
Ghazibabad Development Athority Uttar Pradesh Authority
(GDA)
Greater Noida
Industrial
Construction of Work Ground reservoir and provding laying of C.I. Noida G.B.
60 2.25 Lakhs 12.02.2001 31.03.2005 4 Year Development
Line Nagar
Authority
(GNIDA)
Military
Meerut Uttar
61 Construction of 44 Vahini PAC Residential Building in Meerut 3.02 Crore 2003-2004 2007-2008 5 Year Engineering
Pradesh
Services (MES)
Military
Bhagapat
62 Construction of Calctrate Residential Building at District Bagpat 4.52 Crore 2003-2004 2007-2008 5 Year Engineering
Uttar Pradesh
Services (MES)
Indian Railway
Construction of DRM Office Building for Agra Division, Land Scaping
Agra Uttar Construction
63 and Development Works Water Supply and Sewerage Disposal 4.43 Crore 02.02.2005 02.09.2006 1.5 Year
Pradesh Limited
System.
(IRCON)
Construction of trade tax check post Kotwan including of Electrical & Mathura Uttar Pradesh Jal
64 0.45 Crore 2002-2003 2003-2004 1 Year
Road Works at Mathura Uttar Pradesh Nigam (UPJN)

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 New Okhla
Industrial
Noida G.B.
65 Executed the Development Work of Sect- 105 & 108, in Noida. 2.39 Crore 30.11.2002 30.10.2003 1 Year Development
Nagar
Authority
(NOIDA)
New Okhla
Industrial
Noida G.B.
66 Construction of Under Ground Water at Noida, G.B. Nagar 2.06 Crore 2001-2002 2002-2003 1 Year Development
Nagar
Authority
(NOIDA)
Laying of varius dia pipe line in Shastripuram Sewarage Scheme phase- Agra Uttar Uttar Pradesh Jal
67 2.67 Crore 2002-2003 2003-2004 2 Year
I & II in Agra City Pradesh Nigam (UPJN)

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 Joint Ventures

We enter into joint ventures with other parties mainly for larger projects where we do not individually fulfil the
technical and/or financial qualification requirements at the time of bidding for WWSPs and WSSPs. Our Company
is a focused player in the construction of WWSPs and WSSPs. Certain projects require the contractor to construct
drainage lines or undertake micro tunnelling which is specialized jobs. We therefore enter into joint ventures with
third parties having these capabilities to jointly bid and execute projects requiring these technical and execution
capabilities. Our joint venture agreements inter alia set-out the scope of work for each party that is required to be
executed in a particular project and the profit/loss sharing ratio as may be agreed by the parties.

Name of joint ventures:

Sr. No. Name of Joint Ventures Company’s Share in the JV

1 EMS-TECP JV Private Limited 73.99%
2 EMS Himal Hydro JV 51.00%
3 Mirzapur Ghazipur STPS Private Limited 60.00%
4 EMS Singh JV 1.00%

For further details, kindly refer chapter titled “Our Joint Ventures” on page no. 303.

Human Resources

We are having strong HR department, as on July 31, 2023, we had 316 permanent employees, in addition to the
contract labour engaged by us at our project sites. We undertake selective and need-based recruitment every year
to maintain the size of our workforce, which may otherwise decline as a result of attrition and retirement of
employees. Each of our projects has different manpower requirements. Based on the type of the project, the
manpower is provided by our Human resource (HR) department. We appoint project manager for each of our
projects for timely execution of the project. Most of the other workers are supervised by the project manager except
for certain staff which is monitored by separate department’s viz. quality control department and safety department.

The following table illustrates the department wise numbers of our employees as July 31, 2023.

Department Number of Employees

Management 08
Accounts & Finance 25
Secretarial 01
Human Resources and Administration 01
Engineers 61
Site Supervisors 55
Purchase & Marketing 13
IT 18
Support Staff 32
Miscellaneous Labours 102
TOTAL 316

Attrition rate: As on July 31, 2023, we have 316 permanent employees, in addition to the contract labour engaged
by the Company at the project sites and attrition rate approximately is 10% the last three years.

Further, as out projects are currently working in different areas, so when we complete the projects say after 3 years
or 5 years as per terms of the projects, the local workers/labours of that particular site change the job. They cannot
move with us for another project in different area, this is main reason for employee’s attrition.

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Our Operations:

Project Cycle

We set out below the flow chart explaining various steps involved in the life cycle of constructing and
commissioning WWSPs and WSSPs:

Tender Process Chart

Identification of Tenders/ Opportunity

Determination of Prequalification Criteria

Detailed Study of Tender

Documents

Preparation of Queries/ Requests

Receipt of Clarifications/ Amendments from

Owner

Site Visit

Collection of Quotations from

Vendors

Preparation of Costing

Evaluation of Costing

Approval for Bidding

Preparation of Tender
Documents

Submission of Bids

Opening of Bids

Negotiations if any (in Case of

L1)

Letter of Intent

Submission of Performance Guarantee

Letter of Award/ Notice to Proceed

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A. Pre-Bidding Stage:

We enter into contracts primarily through a competitive bidding process. Government authorities/bodies
advertise potential projects on their websites and in national newspapers. Accordingly, our tender department
does a regular review of national newspapers and relevant websites to identify projects that could be potentially
viable for us. After such projects are identified, the tender department seeks approval of the management to
determine if the identified projects should be pursued. These discussions are based on various factors which
include the geographic location of the project and the degree of complexity in executing the project in such
location, our current and projected workload, the likelihood of additional work, the project cost and profitability
estimates and our competitive advantage relative to other likely bidders. Thereafter, we submit bids for the
projects that have been identified.

Our Company has a dedicated tender department that is responsible for bidding and pre-qualifications. The tender
department evaluates our Company’s credentials in light of the stipulated eligibility criteria. While we endeavour
to meet eligibility criteria for projects on our own, in the event we are unable to meet the criteria, we look to form
project specific joint ventures with other qualified partners to strengthen our chances of pre-qualifying and
winning the bid for the project. Notices inviting bids may either involve pre-qualification, or short listing of
contractors, or a post qualification process. Pre-qualification applications generally require us to submit details
about our organizational set-up, financial parameters (such as turnover, net worth and profit &loss history),
employee information, machinery and equipment, portfolio of executed and ongoing projects and details in
respect of litigations and arbitrations in which we are involved. In order to submit a financial bid, our Company
conducts an in-depth study of the proposed project, which inter alia includes,

(i) selection of the project based on eligibility criteria and requirement of funds for the project; (ii) thorough study
of the tender documents; (iii) site visit; (iv) preparation of queries encountered, either to clarify our
understanding, and to correct the details in tender documents, which aid in the better understanding of the
documents; (v) attending the pre-bid meeting as per time and schedule fixed in the tender documents; (vi)
preparation of preliminary designs and drawings for the project; (vii) working out the costs of different units;
(viii) seeking quotations of various mechanical, electrical and instrumentation and automation equipment
vendors; and (ix) clubbing of entire costs to submit a competitive bid for the project.

In selecting contractors for major projects, government authorities/bodies generally limit the opening of technical
bids only to the potential bidders who pre-qualify the technical and financial requirements of the bid document.
However, price competitiveness still is a significant selection criterion. After we pre-qualify for a technical bid,
the financial bids are opened.

Types of Tender

EPC Tender

EPC stands for Engineering, Procurement and Construction and is a prominent form of contracting agreement in
the engineering contracting industry. The engineering and construction contractor carries out the detailed
engineering design of the project, construction of different water retaining structures and buildings, procuring
and supplying all the equipment and materials, installation, testing and commissioning of the project and O&M
works. Entities that deliver EPC Projects are commonly referred to as EPC Contractors. The price of an EPC
contract normally does not change, except where there is a change in scope.

Most of our EPC contracts are design and build contracts which provide for a single price for the total amount of
work, subject to variations pursuant to changes in the client’s project requirements. In design and build contracts,
the client supplies conceptual information pertaining to the project and sets-out the project requirements and
specifications. We are required to (i) design the proposed structure, (ii) estimate the quantities of various items
that would be needed to complete the project based on the designs and drawings prepared by our design and

251 | P a g e
engineering team, and (iii) prepare our own bill of quantities (“BOQ”) to arrive at the price to be quoted. We are
responsible for the execution of all aspects of the project based on the above at our quoted price.

On successful bidding and award of any project, we are required to provide performance security aggregating
which is in the range of 5% to 10% of the contract value by way of bank guarantees and retention money from
running account bills. Thereafter, while executing the project, we are also require to avail insurance of works,
materials and plants. for our projects. Post commissioning of the project, we are usually required to cure
construction defects at our own risks and costs. We are usually responsible for curing the defects during the
defect liability period which is usually for a period of 12-60 months after completion of work. Further, during
the operation and maintenance period, a failure to repair or rectify defects or deficiency within the prescribed
period entitles the government authority to reduce the monthly lump sum amounts payable for maintenance. We
are usually required to indemnify the client and its members, officers and employees against all actions,
proceedings, claims, liabilities, damages, losses and expenses due to failure or negligence on our part to perform
our obligations under the EPC contract. We are also required to pay liquidated damages for delays in completion
of project milestones, which are often specified as a fixed percentage of the contract price. Our clients are entitled
to deduct the amount of damages from the payments due to us.

EPC contracts executed under the above business models fall into the following two categories:

i. Lumpsum Contracts: In this type of contract, the project is implemented for a fixed fee, irrespective of the
changes in the bills of quantity (“BOQ”). Some of our EPC contracts provide a price adjustment formula for
escalation if the prices of raw materials, equipment, labour and other inputs increase/decrease.

ii. Item Rate Contracts: In this type of contract, the bidding is on price per unit of each of the BOQ items.
Therefore, whenever there are changes in BOQ, the contractor is paid based on the unit rate quoted.

O&M contracts executed under the above business models fall into the following two categories:

i. Fixed Price: In this type of contract, the services are billed at a fixed rate, irrespective of the changes in
quality or quantity of water/wastewater treated.

ii. Variable Price: In this type of contract, the billed value is variable depending on the quantity or quality of
the water/wastewater treated.

iii. Combination of both: Certain O&M contracts provide for both fixed and variable components like the
chemicals required to be used during the operation and maintenance of the Project is chargeable on a variable
basis whereas the other items like employees costs are on a fixed fee basis.

Bids related to HAM projects

Due to subdued private sector participation in the bidding process, the Government opted for advance version of
the Hybrid Annuity Model (HAM) in FY2017. It came in the time when private players were highly leveraged
and banks were cautious in increasing their lending exposure to private sector players as majority of the projects
were getting delayed and stuck in execution. Major BOT project had proven to be bad choice as the main
assumption for the returns was traffic was quite aggressive. But in case of HAM, it is a mix of BOT (Annuity)
and EPC models. This model safeguards the interest of both the parties i.e., Government and private entity. During
the construction period, the private entity is provided 40% grant of the bid project cost by the Government in five
equal instalments depending on the physical progress of the project. The remaining 60% of the bid project cost is
to be borne by private entity through debt and equity. The Government generates its revenue from the project by
way of toll collection. This model has been very successful as the burden of financing of private players has
reduced. In the first year of its implementation, Rs 28,000 crores of projects were awarded by the NHAI of which
50% of the projects were under HAM. HAM has not only brought back private participation but it has also

252 | P a g e
safeguarded the banks as the fund disbursed to private players are backed by the Government annuity payments
i.e. the traffic risk is taken care by Government itself.

The above information has been disclosed on page no. 225, we hereby confirm we will incorporate the brief
regarding HAM Projects in Business Chapter also before filing of RHP/RHP.

Number of such projects that the company operates its size:

We have not executed any HAM Project in past but as on date we are executing 1 (one) HAM Project for Uttar
Pradesh Jal Nigam, Varanasi. We have entered into a Joint venture with Ercole Marelli Impianti Tecnologici
S.R.L., Italy (“EMIT”).

Further details are as under:

Name of the Size of the Tenure of the

EMS Shares in JV EMIT Shares in JV
Project Project Project
Namami Gange 29,251.00 17550.60 Lakhs i.e. 11700.40 Lakhs i.e. April 10, 2022 to
Programme Lakhs 60% of Project value 40% of Project value April 09, 2024

B. Post-Award Stage:

Once the government authority/bodies declare our Company as the lowest bidder, generally a work order is issued
in favour of our Company to begin work on the project. For EPC based projects, our engineering and design
department and consultants submit the working drawings and design calculations for approval with the government
authority/bodies and its consultants. For projects that are mainly construction contracts, the tender department
forwards all documents and other necessary details to the technical and execution team. The technical and execution
team prepares the works plans and estimates of materials, equipment and manpower to be deployed at the project
site and forward them further to the procurement department. The procurement department proceeds to procure the
material, manpower and equipment for the project from both internal and external sources as per the schedule of
the project.

We begin the project by mobilizing manpower and equipment resources and the setting up of site offices, stores
and other ancillary facilities. A detailed schedule of construction activities is prepared to ensure optimum project
management at every stage of the project. Additionally, the senior management of our Company follow a hands-
on approach with respect to project execution. Joint survey with the government authority/bodies representatives
are taken on a periodic basis and interim and final invoices are prepared and issued on the basis of completed works
as per the milestones agreed in the award. These invoices are sent to the government authority/bodies along with
various certifications for release of payments. The billing department is also responsible for certifying the bills
prepared by our vendors and sub-contractors for further processing.

C. Completion

Upon completion of construction of a project, trials of individual equipment are carried out. Once the trials are
completed, the commissioning of the plant is initiated, which involves development of bacterial culture in the
biological system of the plant. The performance of individual treatment processes is monitored to check the
efficiency of the treatment at each point. The stabilization of plant takes around two months after which the
performance guarantee test of the plant is conducted as per the terms of the contract. On the successful completion
of the performance guarantee test, the plant is declared commissioned by issue of commercial operation date by
the government authority/bodies. Depending on the scope of work for a project, operation and maintenance is
required to be carried out by us upon completion of construction. The retention money, which is typically five
percent (5%) of the contract value, is returned by the government authority/bodies upon completion of the defect
liability period.

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Design and Engineering

We have an in-house team for designing and engineering for the projects we undertake. Government
authority/bodies typically provide the scope of the project and specifications, based on which, we are required to
provide structural/architectural designs and detailed project plans, for the approval of the government
authority/bodies.

At the pre-bid stage, our design and engineering team undertakes detailed study of the tender issued by the
concerned authority or client and prepares certain design options for the clients. Along with the particular design
options, BOQ (Bill of Quantity) for all possible design options is prepared. The General Arrangement Drawing
(GAD) and the BOQ is submitted to the tender department for further work. Post award of the contract, the design
and engineering team further prepares the multi-dimensional and structural drawings along with detailed design
calculations for submission to the government authority/bodies for approval. The government authority/bodies
appoint a PMC for review of designs and technical support during the construction phase of the project, along with
an engineering college from where the designs are vetted prior to the issue of approvals. Post approval, the design
and engineering team educates the execution team on the drawings and various calculations. Prototypes are at times
prepared for final approval and also to ensure the smooth functioning of the proposed designs of a particular project.

Once the designs are approved, the civil construction of various water retaining structures and buildings is
commenced, vendors are selected and quotations are procured from them for the delivery of certain equipment like
screens, gates, pumps, blowers, diffusers, decanters, clarifiers, thickeners, sludge dewatering equipment,
chlorination equipment, DG, transformer, electrical panel, PLC panel etc. required for the project. The material
and equipment quality is checked by our quality engineer during the fabrication process by our vendors. After the
final approval from the project manager, the fabricated materials and equipment are transported to the respective
site.

Upon receipt of the award, we begin mobilizing manpower and equipment resources and the setting up of site
offices, stores and other ancillary facilities. Construction activity typically commences once the government
authority/bodies approve working designs and issues drawings. Our planning and monitoring team immediately
identifies and works with the procurement department to procure the key construction materials and equipment as
per our designs. Based on the contract documents, a detailed schedule of construction activities is prepared.
Additionally, the senior management of our Company follow a hands-on approach with respect to the project
execution.

Raw materials comprise a significant portion of the total project cost. Consequently, success in any project would
depend on the adequate supply of requisite raw materials during the tenure of the contract. We have a separate
department, which is responsible for procurement and logistics to ensure timely availability of raw materials at
each of our project sites.

The ability to cost-effectively procurement of material, services and equipment, and meeting quality specifications
for our projects is essential for the successful execution of such projects. We continually evaluate our existing
vendors and also attempt to develop additional sources of supply for most of the materials, services and equipment
needed for our projects. Further, we selectively sub-contract certain ancillary functions, such as pipelines, certain
specialized civil works like piling, jack pushing, micro tunnelling. We at times sub-contract the installation of
smaller capacity plants at certain locations where we don’t have any significant presence at present.

We also own specialized construction equipment such as batching plants, concrete pumps, excavators, self-
designed shuttering material, shuttering material from the renowned suppliers.

254 | P a g e
Procurement

Our central procurement team handles the procurement of major raw materials and engineering requirements like
cement, steel, construction chemicals, pumps, blowers, diffusers, screens, chlorination/ UV, sludge dewatering
equipment, chemicals for water/sewage/effluent treatment and such other materials. Our procurement is centrally
handled from our office at Corporate Office, Ghaziabad and we have procurement managers who understand and
oversee the local material requirement and report the same to the central office, thereby ensuring a personalized
understanding of material requirement on a project to project basis.

We procure these materials from local vendors available at different project sites.

We have not entered into any long-term supply contracts with suppliers for major materials like steel, iron, cement,
electrical and mechanical items, machineries and pumps etc., but we do undertake bulk buying of these materials
as it maintains vendor relationship and ensures timely availability and delivery of these raw materials.

The Cost of revenue of operations contribution is approximately Rs. 40,941.82 Lakhs, Rs. 24,447.41 Lakhs & Rs.
20,821.59 Lakhs which is 76.08%, 67.93% & 62.96% respectively of our revenue from operations for the fiscals
2023, 2022 and 2021 respectively on a restated basis.

Project Monitoring

Our planning and monitoring team are responsible for ensuring that we execute the project in a systematic and
cost-effective manner by monitoring operational costs, administrative costs and finance costs at every stage of the
project cycle and applying checks and controls to avoid any cost and time overruns.

Our engineering and management teams are responsible for preparing reports with respect to daily activities such
as raw material consumption rate, requirement and procurement of raw materials. Our mechanical department is
responsible for handling of machinery breakdowns and preparing idle status reports and captive production reports
about machinery and equipment. Our planning and monitoring team prepare monthly reports by comparing the
target program and the progress achieved program revision to cover slippages, if any, review status of project
design and drawing, reconcile raw materials, prepare an action plan for bottlenecks and provide reports of physical
site visits.

We also have a technology based project management system that helps us track the physical and financial progress
of work vis-à-vis the project schedule. A project planning is done on the Microsoft Project software and based on
the same requirement of resources, manpower requirements, construction machinery requirements are assessed and
finalised. The project progress monitoring is further divided in monthly targets and further into weekly targets. All
sites are required to send its daily progress report to head office, which includes all developments at site, including
the progress of works done during the day, various materials consumed during the day, fresh material received at
site. Based on this, a weekly compliance report and monthly progress report comes from the site. The weekly
compliance report is analysed to assess the progress of project, the events which have led to spill overs, the actions
taken to mitigate the spill overs. Static cameras are installed at the site entrance and 360-degree rotating cameras
to have a real time view of entire site at any point of time sitting in the head office.

The billing department is responsible for preparing and dispatching periodic invoices to the client. Joint
measurements with the government authority/bodies officials are taken on a periodic basis and interim invoices
prepared on the basis of such measurements are sent to the client for certification and release of interim payments.
The billing department is also responsible for certifying the bills prepared by our vendors and sub-contractors for
particular projects and forwarding the same to our head office for further processing.

255 | P a g e
Our Operations

1. Sewage treatment plants and Sewage Schemes

The objective of the sewerage scheme is to aid the collection of the sewage or domestic wastewater from each
household through pipelines, and intermediate pumping stations, to take it to a common facility which is called a
Sewage Treatment Plant where this sewage water is treated upto the current stringent norms prescribed by the NGT
or upto the standards to reuse this treated water in horticulture, refrigeration and processing industries.

Sewerage Schemes – The sewerage schemes in India are of two types. The first where the sewerage flowing into
river(s) or any water body is diverted to an STP in certain cities where sewer lines have not been laid. The second
one is in which the sewer line are already laid connecting to the STP before disposal into water body or its reuse.
Since the flow through sewer lines is by gravity, utmost care is required to be taken to design the system to be
hydraulically correct and at the same time the sewer system is designed in order to have self-cleaning velocities to
prevent any choking in sewer lines. For sewerage scheme projects we begin with the survey of the entire area where
sewer is to be laid, design of the sewerage system, design of STP, providing and laying of sewerage pipes, civil
construction, supply, erection, testing and commissioning of STP, followed by operation and maintenance for the
designated period as per the work order.

2. Common Effluent Treatment Plants (CETPs)

We provide specialized tailor-made solutions for recycling and reuse of contaminated wastewater produced by
different industries. These solutions include:

Physico Chemical Treatment, Neutralization and primary sedimentation and grit removal, Biological anaerobic
treatment and Tertiary treatment.

3. Water Treatment Plants and Water Supply Schemes

Our capabilities in this segment include:

i. Raw water pre-treatment which includes cascade aeration and pre-chlorination;

ii. Clarification which provides sedimentation time so that the solids get settles at the floor and clarified water
flows through launders at the top of clarifiers;
iii. Filtration plants which include rapid sand gravity filters and pressure sand filters (for smaller plants);
iv. Disinfection, which is generally done through chlorination; and v. The other available technologies include
UV treatment.

A water supply scheme is a complete scheme where water is drawn from a river or water body through an intake
well. Pumps are installed in the intake well which pumps raw water from intake well to a Water Treatment Plant
through DI pipelines which is called raw water rising main. This water is treated in a WTP as per process explained
above and then is pumped through the Clear Water Rising Mains to the overhead reservoirs/ underground
reservoirs. The distribution pipelines are laid to carry the water from these reservoirs to individual households. The
housing connections are provided to individual consumers from these distribution lines. The distribution lines are
laid in DI, HDPE or PVC. For WSSPs we firstly survey the entire area and consider where the intake WWTP is to
be installed and where the elevated/ underground reservoirs are to be constructed, entire route of pipelines,
complete design of all components, providing and laying of water pipes, civil construction, supply, erection testing
and commissioning of the WWTP, elevated/ underground reservoirs, followed by operation and maintenance for
the designated period as per the work order.

4. Operations & Maintenance

Bids for almost all turnkey projects in the field of WWSPs and WSSPs are being invited along with O&M for a
period depends on the requirements of customers. O&M contracts generally include operations, maintenance and

256 | P a g e
supply of consumables and spares providing continuous revenue. As on date of this RHP, we are operating and
maintaining 13 projects. The O&M team at site consists of chemist, fitter, electrician, operators and supporting
staff. Routine drills are conducted to take up the preventive maintenance of different equipment, as per
recommendations of OEMs. In the event of a breakdown, the O&M team undertakes break down maintenance to
ensure the use of the equipment. Major breakdowns are handled by the OEMs within the warranty period of the
equipment wherein our responsibility is to ensure that the equipment is either repaired or replaced by the OEM on
behalf of our clients.

Bids for almost all turnkey projects in the field of WWSPs and WSSPs are being invited along with O&M for a
period depends on the requirements of customers. O&M contracts generally include operations, maintenance and
supply of consumables and spares providing continuous revenue. We have completed 4 O & M in last 4 years,
details are as under:

Amounting of Tenure
Sr. Date of Date of
Name of the Project Projects/Revenue of the State
No. Start Completion
generated Project
Survey, Review the
Designs, Redesign
where necessary and
build new sewerage
network of about 88 KM
Length including
Survey, Design,
Construction of 01 No.
of Pumping Station and
1 All Appurtenant 22.94 Crores 30.05.2018 31.10.2021 3 year Patna, Bihar
Structures, And
Operation &
Maintenance of
Sewerage Network And
Pumping Station For a
Period of 15 Years at
Pahari (Zone-IVA-(S))
in Patna, State of Bihar,
India
Design and build
Sewage Treatment plant
of capacity 60 Mld
including MAIN
PUMPING STATION
(83 MLD) and all
appurtenant structure
and allied works; (ii) Saidpur
2 45.84 Crore 06.04.2017 30.03.2021 4 year
survey, review the Bihar
designs, redesign where
necessary, and build
new underground
sewage network of about
55km length including
survey, design and all
appurtenant structure

257 | P a g e
 and allied works and (iii)
operation &
maintenance of the
complete works of
Sewage Treatment Plant
and Sewerage Network
at Saidpur in patna, state
of Bihar, India
Survey, review the
designs, redesign where
necessary and build new
sewerage network of
about 215 km length
including survey,
design, construction of 2
nos. pumping stations
Allahabad
3 and all appurtenant 13.24 Crore 25.06.2016 31.12.2020 4.5 year
Uttar Pradesh
structures, and operation
& maintenance of
sewerage network and
pumping stations for a
period of 10 years in
sewerage district-B of
Allahabad, State of Uttar
Pradesh, India
Construction, Erection,
Testing including
required survey &
Design Work,
Commissioning, Start-
up, Operation &
Maintenance including
monitoring &
Performance Run of 24
MLD Sewage Treatment
Plant, Main Sewage Etah Uttar
4 10.00 Crore 22.01.2018 31.07.2021 3.5 year
Pumping Station, Pradesh
Intermediate Pumping
Station Zone-3,
sewerage Network of
Zone-3 and trunk main
with appurtenant works
under trail run concept
including of 5 year
O&M and handing over
to Nagar Palika Parishad
at Etah City Etah

Further, as on date of this RHP, we are also executing 5 O & M projects, kindly heading “Our O&M Orders Book”
refer page no. 237.

258 | P a g e
Utilities & Infrastructure Facilities

Water

Water requirement for each of our project is fulfilled from the nearby local area and is generally arranged by the
government authorities/bodies for which the water charges are deducted from the running bills issued by us.

Power

Power requirement is sourced from the respective state grids. We arrange for a temporary power connection during
construction of the plant.

Quality Management

We endeavour to ensure that we maintain stringent quality standards at all stages of our project. Our aim is to
reduce cost and cycle times through effective and efficient use of resources. We have a team of engineers and
professionals responsible for ensuring quality standards. In executing the projects, we monitor and test all materials
for conformity, track non-conformities and make rectifications to ensure client satisfaction.

Health, Safety and Environment

We are committed to globally accepted best practices and compliance with applicable health, safety and
environmental legislation and other requirements in our operations. In order to ensure effective implementation of
our practices, we have implemented a safety, health and environment policy wherein we have committed to, inter
alia, the maintenance of a safe workplace and providing the necessary training to employees at our workplace. We
undertake induction training, emergency preparedness and job specific training of employees & contractors, in
addition to the provision of protective equipment to ensure safety of equipment and manpower. We believe that
we comply in all material respects with applicable occupational health and safety laws, regulations and other
contractual requirements relevant to health and safety of employees at our project sites.

We are also committed to follow the safety code issued by different state bodies & central bodies such as:

i. Safety belt with rope should be provided to the workers.

ii. Gas masks with Oxygen Cylinder should be kept at site for use in emergency.
iii. Air-blowers should be used for flow of fresh air through the manholes.
iv. Presence of Oxygen should be verified by lowering a detector lamp into the manhole.
v. Before entry, presence of Toxic gases should be tested by inserting wet lead acetate paper which changes
colour in the presence of such gases and gives indication of their presence.
vi. At least 5 to 6 manholes upstream and downstream should be kept open for at least 2 to 3 hours before any
man is allowed to enter into the manhole for working inside.
vii. Entry for workers into the line shall not be allowed except under supervision of the JE or any other higher
officer.
viii. The area should be barricaded or cordoned off by suitable means to avoid mishaps of any kind.
ix. Proper warning signs should be displayed for the safety of the public whenever cleaning works are undertaken
during night or day.
x. No smoking or open flames shall be allowed near the blocked manhole being cleaned.
xi. The malba obtained on account of cleaning of blocked manholes and sewer lines should be immediately
removed to avoid accidents on account of slippery nature of the malba.
xii. The workers engaged for cleaning the manholes/sewers should be properly trained before allowing to work in
the manhole.
xiii. No paint containing lead or lead products shall be used except in the form of paste or readymade paint.

259 | P a g e
xiv. Mouth of pipe or sewer shall be properly capped with end caps or steel plates to avoid entry of soil/mud/water,
before leaving the site at the end of days work and as for as possible no trench shall be left open at the end of
days work or shall be left unguarded.

Information Technology

Our IT systems are vital to our business operations. We have a customised IT system of enterprise resource
planning for our Company, which assists us in various business functions including project management, materials
management, inventory management, procurement planning, quality management, plant maintenance, finance and
controlling, environment health and safety, and human resources.

We use computer aided design and 3D tools for design. We also use Microsoft Project software for project
management and implementation. Further, we have also implemented human resource management systems for
smooth functioning of our human resource functions. We have implemented multiple reporting systems, visual
controls at different sites which support the day to day functions at our various sites. We consistently make efforts
to maintain and upgrade our systems to suit our business requirements and improving efficiency in our operations.

IPS Control Panels, Ghaziabad

260 | P a g e
Competition

Our competition depends on various factors, such as the type of project, total contract value, potential s, 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 company margins.

Key Indian participants in the water and wastewater treatment market which constitutes majority of our revenue
are VA Tech Wabag, L & T (only water segment).

Typical Terms of our Contracts:

For certain project contracts, we are primarily responsible for the implementation of all design, engineering,
procurement, construction, operation and maintenance, in compliance with the specifications and standards, and
other terms and conditions of the contract, in a timely manner and to the satisfaction of our clients. In the event of
our failures or delays, we may be required to pay liquidated damages as per the terms of the contract. Our contracts
are usually for a fixed-sum turnkey basis and on an item rate basis and we bear the risk of any incorrect estimation
of the amount of work, materials or time required for the job. Escalation clauses may exist in some cases to cover
cost overruns. The typical clauses generally forming a part of our contracts include one on (i) Indemnities; (ii)
Restrictions on sub-contracting; (iii) Performance Security and Defect Liability; (iv) Retention Money; (v)
Liquidated Damages; (vi) Insurance; (vii) Events of Default; and (viii) Termination.

Corporate Social Responsibility

Our Company has adopted a CSR policy in compliance with the requirements of the Companies Act and the
Companies (Corporate Social Responsibility Policy) Rules, 2014. Our Company has contributed towards
Corporate Social Responsibility during last three years financial years, details of which are as under:-

S. No. FY Amount Spend Remarks

Paid to Pacific Creative Society to help the poor

Rs. 14.00 Lakhs
people
Paid to M/s Yashoda Foundations, Charitable Trust
1. 2020-21
for its project to establish Multi speciality hospital at
Rs. 250.00 Lakhs
Shakti Khand-II, Indirapuram, Ghaziabad, UP in the
name of Yashoda Medicity Centre
Paid to Gram Panchayat Kumrao Danpur to help the
Rs. 15.37 Lakhs
villagers
2. 2021-22
Paid to Saraswati Vidya Mandir for the education of
Rs. 1.00 Lakhs
poor students
Paid to Cancer Charitable Trust, which is running
Rs. 20.00 Lakhs cancer hospital, situated at NH-58, NH 34, Duhai,
3. 2022-23
Ghaziabad, Uttar Pradesh 201206.
Rs. 360.00 Lakhs Paid to BHMS course. Prathibha Samvardhan Nyas.

Intellectual Property Rights:

Sr. No. Trademark Status

We are under the process of filing of application
1. under Trademark Act, 1999.
Current Status: Accepted & Advertised.

261 | P a g e
Immovable Properties:

As mentioned below, Company is not using any property on lease and there is no conflict between the lessor &
lessee.

Sr.
Particulars Nature Status
No.
1. 701, DLF Tower A, Jasola, Delhi Registered Office of the Company Owned
C-88, Raj Nagar Distt. Centre, Raj Nagar,
2. Corporate Office of the Company Rented
Ghaziabad-201002, Uttar Pradesh
3. R-5/42, Raj Nagar, Ghaziabad Under construction Owned
4. Land at Merrut Road, Ghaziabad As Investment Owned

Insurance

Sum Sum
Insured Insured
(In as a %
Registration /
Sr. Issuing Date of Date of Lakhs) of total
Description Approval /
No. Authority Issue Expiry revenue
Certificate Number
as on
March
31, 2023
HDFC
Contractor's ERGO
May Decem Rs.
All Risks 22222046768933000 General
1. 26, ber 29, 21,715.8 40.35%
Insurance 00 Insurance
2022 2023 7
Policy Company
Ltd
HDFC
Contractor's ERGO
Februar May
All Risks 22222045392722000 General Rs.
2. y 28, 31, 11.88%
Insurance 00 Insurance 6,395.89
2022 2024
Policy Company
Ltd
HDFC
Employees ERGO
Novem Novem
Compensatio 31142050316400000 General
3. ber 03, ber 02, - -
n Insurance 00 Insurance
2022 2023
Policy Company
Ltd
ICICI
Standard Fire Lombard
May May
and Special 1001/102158915/00/0 General Rs.
4. 05, 04, 0.41%
Perils 00 Insurance 221.00
2015 2025
Insurance Company
Ltd.
The Oriental Novem
Contractors Novem Rs.
Insurance ber 11,
5. All Risk ber 18, 26,453.9 49.16%
Company 2023
Policy 2021 7
Limited

262 | P a g e
 HDFC
ERGO
Erection All March March
22202054533372000 General Rs.
6. Risk 16, 15, 0.86%
00 Insurance 464.07
Insurance 2023 2025
Company
Limited
HDFC
ERGO
Erection All March March Rs.
22202054540007000 General
7. Risk 29, 28, 14,167.0 26.32%
00 Insurance
Insurance 2023 2025 5
Company
Limited
HDFC
ERGO
Erection All March March
22202054540056000 General Rs.
8. Risk 23, 22, 9.05%
00 Insurance 4,872.69
Insurance 2023 2025
Company
Limited
HDFC
ERGO
Erection All March March
22202054587106000 General Rs.
9. Risk 17, 16, 8.37%
00 Insurance 4,505.27
Insurance 2023 2025
Company
Limited
HDFC
ERGO
Erection All May April
222020545982 General Rs.
10. Risk 02, 30, 14.49%
8100000 Insurance 7,797.15
Insurance 2023 2025
Company
Limited
HDFC
ERGO
Erection All Februar Februar
22202053747750000 General Rs.
11. Risk y 16, y 15, 3.87%
00 Insurance 2,082.81
Insurance 2023 2024
Company
Limited
HDFC
ERGO
Contractor's Februar June Rs.
22222053515130000 General
12. All Risks y 23, 22, 39,966.9 74.27%
00 Insurance
Insurance 2023 2025 7
Company
Limited
HDFC
Employees ERGO
May May
Compensatio 31142054430690000 General
13. 19, 18, - -
n Insurance 00 Insurance
2023 2024
Policy Company
Limited
Employees HDFC
May Novem
Compensatio 31142054419280000 ERGO
14. 19, ber 18, - -
n Insurance 00 General
2023 2023
Policy Insurance

263 | P a g e
 Company
Limited
HDFC
Employees ERGO
May Novem
Compensatio 31142054434080000 General
15. 19, ber 18, - -
n Insurance 00 Insurance
2023 2023
Policy Company
Limited
HDFC
Employees ERGO
May May
Compensatio 31142054419221000 General
16. 19, 18, - -
n Insurance 00 Insurance
2023 2024
Policy Company
Limited
HDFC
Employees ERGO
April April
Compensatio 31142053680167000 General
17. 12, 11, - -
n Insurance 00 Insurance
2023 2024
Policy Company
Limited
HDFC
Employees ERGO
May May
Compensatio 31142054430526000 General
18. 19, 18, - -
n Insurance 00 Insurance
2023 2024
Policy Company
Limited
HDFC
Employees ERGO
May May
Compensatio 31142054444066000 General
19. 19, 18, - -
n Insurance 00 Insurance
2023 2024
Policy Company
Limited
Reliance
Employees
General April March
Compensatio 13042232711000478
20. Insurance 01, 31, - -
n Insurance 6
Company 2023 2024
Policy
Limited
HDFC
Employees ERGO
May
Compensatio 31142054416901000 General May19,
21. 18, - -
n Insurance 00 Insurance 2023
2024
Policy Company
Limited
HDFC
Employees ERGO
May May
Compensatio 31142054444055000 General
22. 19, 18, - -
n Insurance 00 Insurance
2023 2024
Policy Company
Limited

264 | P a g e
 KEY REGULATIONS AND POLICIES

Given below is a summary of certain relevant laws and regulations applicable to the business and operations of
our Company. The information detailed in this chapter has been obtained from publications available in the public
domain. The description of the applicable regulations as given below has been set out in a manner to provide
general information to the investors and is not exhaustive and shall not be treated as a substitute for professional
legal advice. The statements below are based on the current provisions of applicable law, which are subject to
change or modification by subsequent legislative, regulatory, administrative or judicial decisions.

Under the provisions of various Central Government and State Government statutes and legislations, our
Company is required to obtain, and periodically renew certain licenses or registrations and to seek statutory
permissions to conduct our business and operations. For details, see “Government and Other Approvals” on page
452.

The statements below are based on the current provisions of Indian law, and the judicial, regulatory and
administrative interpretations thereof, which are subject to change or modification by legislative, regulatory,
administrative, quasi-judicial or judicial decisions/actions.

Industry Specific Regulations

The National Building Code, 2016

The National Building Code of India, 2016 (NBC), a comprehensive building code prepared by the Bureau of
Indian Standards, is a national instrument that provides guidelines for regulating building construction activities
across the country. It serves as a Model Code to be adopted by all agencies involved in building construction
works, public works departments, other government construction departments, local bodies or private construction
agencies. The Code mainly contains administrative regulations, development control rules and general building
requirements, fire safety requirements, stipulations regarding materials, structural design and construction
(including safety, building and plumbing services; approach to sustainability; and asset and facility management).

The Real Estate (Regulation and Development) Act, 2016

The Act was notified by the Parliament on 25th March, 2016 and extends to the whole of India. It requires the
appropriate government to establish the Real Estate Regulatory Authority responsible for regulation and promotion
of a healthy, transparent, efficient and competitive real estate sector and to ensure that the sale of plots, apartments
or buildings, as the case may be, or sale of real estate projects, is done in an efficient and transparent manner,
meanwhile ensuring the protection of the interest of consumers in the real estate sector. It also stipulates the
establishment of an adjudicating mechanism for speedy dispute redressal along with the establishment of the
Appellate Tribunal to hear appeals from the decisions, directions or orders of the Real Estate Regulatory Authority
and the adjudicating officer and for matters connected therewith or incidental thereto.

Environment Laws

The Environment (Protection) Act, 1986

The Environment (Protection) Act, 1986 was enacted as a general legislation to safeguard the environment from
all sources of pollution. The Act seeks to fulfil its objectives by enabling coordination of the activities of the
various regulatory agencies concerned. The Act prohibits persons carrying on business, operation or process from
discharging or emitting any environmental pollutant in excess of such standards as may be prescribed.

265 | P a g e
The Environmental Impact Assessment Notification, 2006 (“EIA Notification”)

The Environment Protection (EP) Rules specifies, inter alia, the standards for emission or discharge of
environmental pollutants, prohibitions and restrictions on the location of industries as well as on the handling of
hazardous substances in different areas. For contravention of any of the provisions of the Environmental Protection
Act or the rules framed thereunder, the punishment includes either imprisonment or fine or both. Additionally,
under the EIA Notification and its subsequent amendments, projects are required to mandatorily obtain
environmental clearance from the concerned authorities depending on the potential impact on human health and
resources.

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 as well as restore water quality by establishing and empowering the Central Pollution Control Board and
the State Pollution Control Board. Under the Water Act, any person establishing any industry, operation or process,
any treatment or disposal system, use of any new or altered outlet for the discharge of sewage or new discharge of
sewage, must obtain the consent of the relevant State Pollution Control Board, who is empowered to establish
standards and conditions that are required to be complied with.

The Air (Prevention and Control of Pollution) Act, 1981

The Air (Prevention and Control of Pollution) Act, 1981 [“Air Act”] aims at 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 before
establishing or operating such industrial plant. 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.

The Hazardous and Other Wastes (Management, Handling and Transboundary Movement) Rules, 2016

Hazardous and Other Wastes (Management, Handling and Transboundary Movement) Rules, 2016 [“Hazardous
Management Rules”] came into force from April 04, 2016, superseding the Hazardous Wastes (Management,
Handling and Transboundary Movement) Rules, 2008. The Hazardous Management Rules were notified to ensure
safe handling, generation, processing, treatment, package, storage, transportation, use reprocessing, collection,
conversion, and offering for sale, destruction and disposal of hazardous waste. “Hazardous Waste” means any
waste, which by reason of characteristics, such as physical, chemical, biological, reactive, toxic, flammable,
explosive or corrosive, causes danger to health, or environment. It comprises the waste generated during the
manufacturing processes of the commercial products such as industries involved in petroleum refining, production
of pharmaceuticals, petroleum, paint, aluminium, electronic products etc.

The Public Liability Insurance Act, 1991 (“PLI Act”) & the Public Liability Insurance Rules, 1991

The PLI Act imposes liability on the owner or controller of hazardous substances for any damage arising out of an
accident involving such hazardous substances. A list of hazardous substances covered by the legislation has been
enumerated by the government by way of a notification. Under the PLI Act, the owner or handler is also required
to take out an insurance policy insuring against liability. The Rules made under the PLI Act mandate the employer
to contribute towards the Environmental Relief Fund a sum equal to the premium paid on the insurance policies.

Labour Laws

Certain other laws and regulations that may be applicable to the operations of our Company include:
• The Contract Labour (Regulation and Abolition) Act, 1970

266 | P a g e
 • The Employees’ Compensation Act, 1923
• The Employees’ Provident Funds and Miscellaneous Provisions Act, 1952
• The Employees’ State Insurance Act, 1948
• The Child Labour and Adolescent (Prohibition and Regulation) Act, 1986
• Maternity Benefit Act, 1961
• The Apprentices Act, 1961
• The Payment of Gratuity Act, 1972
• The Payment of Bonus Act, 1965
• The Minimum Wages Act, 1948
• Payment of Wages Act, 1936
• The Equal Remuneration Act, 1976
• The Trade Unions Act, 1926
• The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
• The Unorganised Workers Social Security Act, 2008

Code on Wages, 2019

The Code on Wages, 2019 amalgamates, simplifies and rationalises the relevant provisions of the following four
central labour enactments relating to wages, namely, (a) The Payment of Wages Act, 1936; (b) The Minimum
Wages Act, 1948; (c) The Payment of Bonus Act, 1965; and (d) The Equal Remuneration Act, 1976. It is an Act
to amend and consolidate the laws relating to wages and bonus and matters connected therewith or incidental
thereto. The Code received the assent of the President of India on August 8, 2019 and is published in the official
gazette. The Code applies to the covered employees and allows the Central Government to set a fixed floor wage
taking into account minimum living standards of a worker. The Code will come into force on the date to be notified
by the Government.

The Occupational Safety, Health and Working Conditions Code, 2020

Occupational Safety, Health and Working Conditions Code, 2020 received the assent of the President of India on
September 28, 2020 and was published in the official gazette. The Act consolidates and amends the laws regulating
the occupational safety, health and working conditions of the persons employed in an establishment. The Code
amalgamates, simplifies and rationalises the relevant provisions of the following thirteen Central labour
enactments namely, 1. The Factories Act, 1948; 2. The Plantations Labour Act, 1951; 3. The Mines Act, 1952; 4.
The Working Journalists and other Newspaper Employees (Conditions of Service and Miscellaneous Provisions)
Act, 1955; 5. The Working Journalists (Fixation of Rates of Wages) Act, 1958; 6. The Motor Transport Workers
Act, 1961; 7. The Beedi and Cigar Workers (Conditions of Employment) Act, 1966; 8. The Contract Labour
(Regulation and Abolition) Act, 1970; 9. The Sales Promotion Employees (Condition of Service) Act, 1976; 10.
The Inter-State Migrant workmen (Regulation of Employment and Conditions of Service) Act, 1979; 11. The Cine
Workers and Cinema Theatre Workers Act, 1981; 12. The Dock Workers (Safety, Health and Welfare) Act, 1986;
and 13. The Building and Other Construction Workers (Regulation of Employment and Conditions of Service)
Act, 1996. The Code extends to the whole of India and covers all employees. The Code will come into force on
the date to be notified by the 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 was
published in the official gazette. The objective of the Code is to amend and consolidate the laws relating to social
security, with the primary goal to extend social security to all employees and workers. The Code on Social Security,
2020, amalgamates, simplifies and rationalises the relevant provisions of the following nine(9) central labour
enactments relating to social security, namely, (i) The Employees' Compensation Act, 1923; (ii) The Employees'
State Insurance Act, 1948; (iii) The Employees' Provident Funds and Miscellaneous Provisions Act, 1952; (iv)
The Employment Exchanges (Compulsory Notification of Vacancies) Act, 1959; (v) The Maternity Benefit Act,

267 | P a g e
1961; (vi) The Payment of Gratuity Act, 1972; (vii)The Cine Workers Welfare Fund Act, 1981; (viii) The Building
and Other Construction Workers Welfare Cess Act, 1996; and (ix) The Unorganised Workers' Social Security Act,
2008. The Code will come into force on the date to be notified by the Government.

The Industrial Relations Code, 2020

The Industrial Relations Code, 2020 is an Act to consolidate and amend the laws relating to Trade Unions,
conditions of employment in an industrial establishment or undertaking, investigation and settlement of industrial
disputes. The Industrial Relation Code 2020 amalgamates, simplifies and rationalises the relevant provisions of
(a) the Trade Unions Act, 1926; (b) the Industrial Employment (Standing Orders) Act, 1946; and (c) the Industrial
Disputes Act, 1947. The Code will come into force on the date to be notified by the Government.

Child and Adolescent Labour (Prohibition and Regulation) Act, 1986

The Child Labour Prohibition and Regulation Act, 1986 prohibits employment of children below 14 years of age
in certain occupations and processes and provides for regulation of employment of children in all other occupations
and processes. The Act regulates the conditions of work of adolescents.

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 provides for
protection against sexual harassment at the workplace to women and prevention and redressal of complaints of
sexual harassment. The Act defines “Sexual Harassment” to include any unwelcome sexually determined
behaviour (whether directly or by implication). “Workplace” under the Act has been defined widely to include
government bodies, private and public sector organizations, non-governmental organizations, organizations
carrying on commercial, vocational, educational, entertainment, industrial, financial activities, hospitals and
nursing homes, educational institutes, sports institutions and stadiums used for training individuals. The Act
requires an employer to set up an “Internal Complaints Committee” at each office or branch of an organization
employing at least 10 employees. The Government in turn is required to set up a “Local Complaint Committee” at
the district level to investigate complaints regarding sexual harassment from establishments where internal
complaints committee has not been constituted.

Intellectual Property Laws

Intellectual Property in India enjoys protection under both common law and statute.

The Trade Marks Act, 1999

The Trade Marks Act, 1999 (“Trademarks Act”) governs the statutory protection of trademarks and prevents
the use of fraudulent marks in India. An application for registration of a trademark may be made by an
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. If not renewed after ten
years, the mark lapses and the registration has to be restored. The Trademarks Act has been amended to
enable Indian nationals as well as foreign nationals to secure simultaneous protection of trademark in other
countries. The Trade Marks Act 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.

The Copyright Act, 1957

The Copyright Act (“Act”) governs and deals with copyright protection in India. Under Act, a copyright may
subsist in original literary, dramatic, musical or artistic works, cinematograph film and sound recordings.
While copyright registration is not a prerequisite for acquiring or enforcing a copyright in an otherwise

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copyrightable work, such copyright registration constitutes prima facie evidence of the particulars entered
therein and may expedite infringement proceedings. Once the copyright has been registered, copyright
protection of a work lasts for a period of sixty years from the demise of the author. Reproduction of a
copyrighted work for sale or hire, issuing of copies to the public, performance or exhibition in public, making
a translation of the copyrighted work, making an adaptation of the work and making a cinematograph film of
the work without consent of the owner of the copyright are all acts which amount to an infringement of
copyright.

The Patents Act, 1970

The Patents Act, 1970 (“Patents Act”) governs the registration and protection of patents in India. In addition
to broad requirement that an invention satisfy the requirements of novelty, utility and non-obviousness in
order for it to avail patent protection, the Patents Act further provides th at patent protection may not be
granted to certain specified types of inventions and materials even if they satisfy the above criteria. The
Patents Act prohibits any person resident in India from applying for patent for an invention outside India
without making an application for the invention in India. The term of a patent granted under the Patents Act
is for a period of twenty years from the date of filing of the application for the patent.

Regulations Related to Foreign Trade

Foreign Exchange Regulations

Foreign investment in Indian securities is governed by the provisions of the Foreign Exchange Management Act,
1999, as amended (“FEMA”) and the FDI policy of the Government of India. FEMA replaced the erstwhile Foreign
Exchange Regulation Act, 1973. Foreign investment is permitted (except in the prohibited sectors) in Indian
companies, either through the automatic route or the government approval route, depending upon the sector in
which foreign investment is sought to be made. Therefore, the regulatory framework, over a period of time consists
of acts, regulations, press notes, press releases, and clarifications among other amendments.

Laws in relation to Taxation

In addition to the aforementioned material legislations which are applicable to our Company, some of the tax
legislations that may be applicable to the operations of our Company include:
a) Income Tax Act 1961, and the Income Tax Rules, 1962, as amended by the Finance Act in respective
years;
b) Central Goods and Service Tax Act, 2017, the Central Goods and Service Tax Rules, 2017 and various
state-wise legislations made thereunder;
c) The Integrated Goods and Service Tax Act, 2017; and
d) State-wise professional tax legislations.

Income Tax Act, 1961

The Income Tax Act, 1961 (“IT Act”) is applicable to every domestic/ foreign company whose income is taxable
under the provisions of the IT Act or the rules made under it, depending upon the status of its registration and the
type of income involved. The IT Act provides for taxation of a person resident in India on their income and person
not resident in India, on their income received, accruing or arising in India or deemed to have been received,
accrued or arising in India. Every Company assessable to income tax under the IT Act is required to comply with
the provisions thereof.

Goods and Services Tax Act, 2017

Goods and Services Tax Act, 2017 (“GST”) is an indirect tax applicable throughout India which has replaced

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multiple cascading taxes levied by the Central and State Governments. The application of GST is governed
primary by the Central Goods and Services Tax Act, 2017; the Integrated Goods and Services Tax Act, 2017.
The Parliament has the exclusive power to levy integrated GST (IGST) on Inter -State trade or commerce
(including imports) in goods or services. GST is governed by a GST Council, with its Chairman being the
Finance Minister of India.

General Laws

Companies Act, 2013

The Companies Act, 2013, has been introduced to replace the existing Companies Act, 1956 in a phased manner.
The Ministry of Corporate Affairs vide its notification dated September 12, 2013 has notified 98 sections of the
Companies Act, 2013 and the same are applicable from the date of the aforesaid notification. Further 183 sections
have been notified on March 26, 2014 and have become applicable from April 1, 2014. The Ministry of Corporate
Affairs, has also issued rules complementary to the Companies Act, 2013 establishing the procedure to be followed
by companies in order to comply with the substantive provisions of the Companies Act, 2013.

Competition Act, 2002

The Competition Act, 2002 aims to prevent practices having adverse effect on competition, to promote and sustain
competition in markets, to protect interest of the consumers and to ensure freedom of trade in India. The
Competition Act deals with prohibition of anti-competitive agreements. No enterprise or group shall abuse its
dominant position in various circumstances as mentioned under the Act. The Act establishes the Competition
Commission of India (“Commission”).

The prima facie duty of the Commission is to eliminate practices having adverse effect on competition, promote
and sustain competition, protect interest of consumer and ensure freedom of trade.

The Indian Contract Act, 1872

The Indian Contract Act, 1872 occupies the most important place in Commercial Law. The objective of the
Contract Act is to ensure that the rights and obligations arising out of a contract are honored and that legal
remedies are made available to those who are affected due to violation of such rights and obligations.

Indian Stamp Act, 1899

The Indian Stamp Act, 1899 prescribes the rates for the stamping of documents and instruments by which any
right or liability is, or purports to be, created, transferred, limited, extended, extinguished or recorded. Under the
Indian Stamp Act, 1899, an instrument not ‘duly stamped’ cannot be accepted as evidence by civil court, an
arbitrator or any other authority authorized to receive evidence.

The Negotiable Instruments Act, 1881

In India, the laws governing monetary instruments such as cheques are contained in the Negotiable Instruments
Act, 1881 (“NI Act”). The NI Act provides effective legal provision to restrain persons from issuing cheques
without having sufficient funds in their account and any stringent provision to punish them in the event of such
cheque not being honoured by their bankers and returned unpaid. Section 138 of the NI Act, creates statutory
offence in the matter of dishonour of cheques on the ground of insufficiency of funds in the account maintained
by a person with the banker.

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The Registration Act, 1908

The Registration Act, 1908 was introduced to provide for the public registration of documents so as to give
information to people regarding legal rights and obligations arising or affecting a particular property, and to
perpetuate documents which may afterwards be of legal importance, and also to prevent fraud.

The Bureau of Indian Standards Act, 2016 and BIS Rules 2018

The Bureau of Indian Standards Act, 2016 (the “BIS Act”) establishes the Bureau of Indian Standards as the
National Standards Body of India, with an aim to bring more services, products and processes under the mandatory
standardized regime. The BIS Act seeks to bring about a compulsory certification for all products covered under
its ambit, while also containing enabling provisions to implement mandatory hallmarking of precious metal
articles. The BIS Act further strengthens penal provisions for better and effective compliance, while laying down
provisions for compounding of offences for repeated or multiple violations. The BIS Act provides for the
establishment of Bureau for the harmonious development of the activities of standardisation, marking and quality
assurance of goods, articles, processes, system, services and for matters connected therewith or incidental thereto.

Delhi Shops and Establishments Act, 1954 (“Shops and Establishments Act”)

Under the provisions of the Shops and Establishments Act, applicable in the state of Delhi, establishments are
required to be registered. The Shops and Establishments Act regulates the working and employment conditions of
the workers employed in shops and establishments and provide for fixation of working hours, rest intervals, leave,
termination of service, and other rights and obligations of the employers and employees.

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 HISTORY AND CERTAIN CORPORATE MATTERS

BRIEF HISTORY OF OUR COMPANY

Our Company was originally incorporated as ‘EMS Infracon Private Limited’ a private limited company under
the Companies Act, 1956 at Delhi, pursuant to a certificate of incorporation dated December 21, 2010 issued by
the Registrar of Companies, National Capital Territory of Delhi and Haryana. Thereafter on June 30, 2012, our
Company took over the business of partnership firm, M/s Satish Kumar. Thereafter, name of our Company was
changed from ‘EMS Infracon Private Limited’ to ‘EMS Private Limited’, pursuant to a special resolution passed
by the shareholders of our Company on September 30, 2022 and a fresh certificate of incorporation consequent to
change of name was issued by the Registrar of Companies, Delhi (“RoC”) on October 26, 2022. Subsequently,
our Company was converted from private to public company, pursuant to a special resolution passed by the
shareholders of our Company on October 27, 2022 and a fresh certificate of incorporation consequent to change
of name was issued by the Registrar of Companies, Delhi (“RoC”) on November 25, 2022. For further details on
the change in the name and the registered office of our Company, see “History and Certain Corporate Matters”
beginning on page 272.

Our Company’s Corporate Identity Number is U45205DL2010PLC211609.

Our Company has 07 Shareholders as on the date of filing of this Red Herring Prospectus. For further information,
please see the chapter titled “Capital Structure” on page no. 108.

CORPORATE PROFILE OF OUR COMPANY

For information on our Company’s business profile, activities, services and managerial competence, please see
“Our Management”, “Our Business” and “Industry Overview” on page nos. 277, 213 and 144, respectively.

CHANGES IN THE REGISTERED OFFICE OF THE COMPANY SINCE INCORPORATION

Except as provided below, there have been no changes in the registered office of our Company:

Effective Date Details of change in the address of the Registered Office Reason for change
The registered office of our Company was changed from B-46,
For operational
July 01, 2012 East Jyoti Nagar Delhi, Delhi-110093, India to 701, DLF Tower A,
efficiency
Jasola, New Delhi-110025, India

MAIN OBJECTS OF OUR COMPANY

The main objects of our Company as set forth in the Memorandum of Association of our Company are as follows:

1. To carry on the business of real estate, builders, contractors, colonizers, centre, resorts, construction
engineers, designers, Interior decorators, town and country planners, furnishers and commission agents. To
undertake or direct the construction and the management of the property, building, land and estates (of any
tenure and any kind) of any person, whether member of the company or not, in the capacity of stewards or
receive or otherwise so as to serve the society and nation as a whole.

2. To carry on the business of construction of residential houses, commercial buildings, flats & and factory's
sheds and buildings in or out side of India and to act as builders, colonizers and civil and constructional
contractors.

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3. To purchase, or in exchange, hire or sell any estates, lands, agricultural lands, buildings easements or such
other interest in any immovable property and to develop and turn to account by laying out, plotting and
preparing the same for building purposes, constructing building, furnishing, Fitting up and improving
buildings and by paying, draining and building on lease.

4. To buy, exchange or an interest in any immovable property such as houses buildings and lands within or
outside the limits of Municipal Corporation or such other local bodies and to provide roads, drains, water
supply electricity and lights within these areas to divide the same into suitable plots and rent or sell the plots
to the people for building, houses, bungalows and colonies for workmen according to schemes approved by
improvement Trusts Development Boards and Municipal Boards thereon and to rent or sell the same to the
public and realize cost in lump sum or on installments or by hire purchase system or otherwise to start any
housing scheme in India or abroad.

5. To act as an agent for purchasing, selling and letting on hire, land, and houses whether multi storied,
commercial and/or residential buildings on commission basis.

6. To construct, maintain, erect and lay out roads, sewers drains, electric lines, cables and gas lines, in over and
under the Company's estate or the estate of any other Company or person or body-corporate.

AMENDMENTS TO THE MEMORANDUM OF ASSOCIATION OF OUR COMPANY IN LAST 10

YEARS

The following changes have been made in the Memorandum of Association of our Company in last ten (10) years:

Date of Meeting Type of Meeting Nature of Meeting

Alteration of the Capital Clause
Clause V of the Memorandum of Association was amended to
Extraordinary reflect the increase in the Authorized Share Capital of our Company
June 29, 2012
General Meeting from Rs.5,00,000 divided into 50,000 Equity Shares of Rs.10 each
to Rs.5,00,00,000 divided into 50,00,000 Equity Shares of Rs.10
each.
Alteration of the Capital Clause
Clause V of the Memorandum of Association was amended to
Extraordinary reflect the increase in the Authorized Share Capital of our Company
March 20, 2013
General Meeting from Rs.5,00,00,000 divided into 50,00,000 Equity Shares of Rs.10
each to Rs.10,00,00,000 divided into 1,00,00,000 Equity Shares of
Rs.10 each.
Alteration of the Capital Clause
Clause V of the Memorandum of Association was amended to
Extraordinary reflect the increase in the Authorized Share Capital of our Company
March 26, 2014
General Meeting from Rs. 10,00,00,000 divided into 1,00,00,000 Equity Shares of
Rs.10 each to Rs.15,00,00,000 divided into 1,50,00,000 Equity
Shares of Rs.10 each.
Change in Name of Company
September 30, Extraordinary The name of our Company was changed from “EMS Infracon
2022 General Meeting Private Limited” to “EMS Private Limited” pursuant to special
resolution passed by the members.
Change in Status of the Company
Extraordinary Clause I of the Memorandum of Association of the Company was
October 27, 2022
General Meeting amended upon conversion from Private Limited Company to
Limited Company.

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 Alteration of the Capital Clause
Clause V of the Memorandum of Association was amended to
December 31, Extraordinary reflect the increase in the Authorized Share Capital of our Company
2022 General Meeting from Rs.15,00,00,000 divided into 1,50,00,000 Equity Shares of
Rs.10 each to Rs.20,00,00,000 divided into 2,00,00,000 Equity
Shares of Rs.10 each.
Alteration of the Capital Clause
Clause V of the Memorandum of Association was amended to
Extraordinary reflect the increase in the Authorized Share Capital of our Company
March 15, 2023
General Meeting from Rs.20,00,00,000 divided into 2,00,00,000 Equity Shares of
Rs.10 each to Rs.60,00,00,000 divided into 6,00,00,000 Equity
Shares of Rs.10 each.

MAJOR EVENTS IN THE HISTORY OF OUR COMPANY

Year Major Events/ Milestone Achievement

2012 Acquisition of partnership firm namely “Satish Kumar”.
2012 Achieved turnover More than Rs. 100 Crores
2013 Started Operations of BOOT CETP in SIDCUL, Haridwar
2014 Awarded Asian Development Bank Funded Sewerage Project in Dehradun
2015 Awarded World Bank Funded Project of Sewerage Scheme in Narora
2016 Awarded World Bank Funded Project of Sewerage Scheme in Allahabad
2016 Awarded Electrification Work of 4 Districts in Uttar Pradesh
2017 First Project in State of Bihar, Awarded World Bank Funded Project of Sewerage Scheme in Patna
2018 Achieved turnover in excess of Rs. 200 Crores
2018 Awarded Water Supply Scheme of Unnao and Shuklaganj In Uttar Pradesh
2019 Achieved turnover in excess of Rs. 300 Crores
First Project in State of Rajasthan, Awarded Asian Development Bank Funded Project of Sewerage
2020
and Water Supply Scheme in Tonk
Awarded Sewerage Scheme in Mirzapur and Ghazipur on Hybrid Annuity Model by Namami
2021
Gange
2022 Awarded Project for Zero Liquid Discharge CETP in Banthar, Unnao by Namami Gange
2023 Awarded CPWD Building Project for RBI Colony in Navi Mumbai
For the orders executed by our Company in past, kindly refer chapter titled “Our Business” beginning on page
no. 241.

LOCK-OUT AND STRIKES

There have been no instances of strikes or lock-outs at any time in our Company as on the date of this Red Herring
Prospectus. For more details please see “Risk Factors” beginning on page no 32.

SIGNIFICANT FINANCIAL OR STRATEGIC PARTNERSHIPS

Our Company has not entered into any Significant Financial or Strategic Partnerships except as entered in its
normal course of business. We have entered in Joint Venture for the projects. For more details please refer “Joint
Ventures” beginning from page no. 303.

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TIME/COST OVERRUN IN SETTING UP PROJECTS

There has been no material time and cost overrun in relation to the capital expenditure projects as on the date of
this Red Herring Prospectus. For more details please refer Risk Factors – “Delays in the completion of
construction of current and future projects could lead to termination of engineering, procurement and construction
(“EPC”) agreements or cost overruns, which could have an adverse effect on our cash flows, business, results of
operations and financial condition.” on page no. 78.

LAUNCH OF KEY SERVICES, ENTRY INTO NEW GEOGRAPHIES OR EXIT FROM EXISTING
MARKETS

For details of key products or services launched by our Company, entry into new geographies or exit from existing
markets, see “Major Events / Milestone / Achievements” on page no. 274.

DEFAULTS OR RESCHEDULING OF BORROWINGS WITH FINANCIAL INSTITUTIONS/ BANKS

There have not been any defaults or rescheduling of borrowings from financial institutions/banks by our Company.

CHANGES IN THE ACTIVITIES OF OUR COMPANY DURING THE LAST FIVE YEARS

There have been no changes in the activities of our Company since its date of incorporation which may have had
a material adverse effect on the profits and loss account of our Company, including discontinuance of lines of
business, loss of agencies or markets and similar factors.

MATERIAL ACQUISITIONS OF BUSINESSES OR DIVESTMENT OF BUSINESS /

UNDERTAKINGS, MERGERS, AMALGAMATION OR REVALUATION OF ASSETS, IF ANY IN
LAST 10 YEARS

There are no mergers, amalgamation, revaluation of assets etc. with respect to our Company in the last 10 (ten)
years. Further we had not acquired / sold any businesses / undertakings in last 10 (ten) years from the date of this
Red Herring Prospectus.

OUR HOLDING COMPANY

We do not have a holding company as on the date of this Red Herring Prospectus.

OUR JOINT VENTURES

As on the date of this Red Herring Prospectus, our Company has entered into few joint venture agreements
pursuant to which, our Company has joint ventures (“Joint Ventures”). For more details please refer “Our Joint
Ventures” beginning on page no. 303.

OUR SUBSIDIARIES

As on the date of this Red Herring Prospectus, our Company has some subsidiaries. For more details please refer
“Our Subsidiaries” beginning on page no. 306

AGREEMENTS WITH KEY MANAGERIAL PERSONNEL OR A DIRECTOR OR PROMOTERS OR

ANY OTHER EMPLOYEE OF THE COMPANY

Except as following, there are no agreements entered into by key managerial personnel or a Director or Promoters
or any other employee of our Company, either by themselves or on behalf of any other person, with any

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shareholder or any other third party with regard to compensation or profit sharing in connection with dealings in
the securities of our Company.

Name of the Director Date of Agreement Remarks

Mr. Ramveer Singh December 23, 2022 Service Agreement between Chairman & Company.
Service Agreement between Managing Director &
Mr. Ashish Tomar December 23, 2022
Company.
Service Agreement between Whole time Director &
Ms. Kritika Tomar December 23, 2022
Company.

GUARANTEES GIVEN BY PROMOTERS

As on the date of this Red Herring Prospectus, no guarantee has been issued by Promoters except as disclosed in
the “Financial Indebtedness” on page no. 402.

AGREEMENTS WITH STRATEGIC PARTNERS, JOINT VENTURE PARTNERS AND/OR

FINANCIAL PARTNERS AND OTHER AGREEMENTS

Our Company has not entered into any other subsisting material agreements including with strategic partners,
joint venture partners, and/or financial partners other than in the ordinary course of business of our Company. For
details on the joint ventures of our Company, please refer page no. 303.

ARTICLE OF ASSOCIATION

None of the “Article of Association” are contrary to the Securities Laws and Companies Act, 2013.

SPECIAL RIGHTS

None of the special rights available to the Promoters/Shareholders (except for nominee/nomination rights and
information rights) would survive post listing of the Equity Shares of the Company and same shall cease to exit
or shall expire/waived off immediately before or on the date shares are allotted to public shareholders in IPO,
without requiring any further action.

INTER-SE AGREEMENTS /ARRANGEMENTS

There are no inter-se agreements / arrangements and clauses / covenants which are material and are adverse / pre-
judicial to the interest of the minority / public shareholders entered into by the Company, Promoters and
Shareholders with respect to the Company. Further, there are no other agreements, deed of assignments,
acquisition agreements, shareholders’ agreements, inter-se agreements, agreements of like nature entered into by
the Company, Promoters and Shareholders with respect to the Company.

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 OUR MANAGEMENT
BOARD OF DIRECTORS
In terms of our Articles of Association, our Company is required to have not less than 3 directors and not more
than 15 directors. As on the date of this Red Herring Prospectus we have 8 (Eight) Directors on our Board.
The following table sets forth details regarding our Board of Directors as on the date of this Red Herring
Prospectus:
Date of
Name, Father’s/Husband`s Name, Appointment
# Designation, Address, Occupation, / Change in Other Directorships
Nationality, Term and DIN Current
Designation
1. Brijbihari Pulp and Paper Private Limited.
1 Name: Mr. Ramveer Singh Originally
2. EMS Green Energy Private Limited
appointed as
Age: 60 years 3. SK UEM Water Projects Private Limited
Executive
Father’s Name: Late Shri Babu Ram 4. Canary Infrastructure Private Limited
Director on
5. Krishna Landcon Private Limited
Designation: Chairman cum December 21,
6. Primatech Infrastructure Private Limited
Executive Director 2010.
7. Eminence Realtech Private Limited
Address: R-14/120, Raj Nagar, Further Re- 8. EMS Infrastructure Private Limited
Ghaziabad, Uttar Pradesh, designated as 9. Trident Infracon Private Limited
India Chairman cum 10. EMS Infratech Private Limited
Executive 11. Pollux Realtech Private Limited
Term: 5 years Director for a 12. EMS Realtech Private Limited
Nationality: Indian term of 5-year 13. EMS-TCP JV Private Limited
w. e. f. 14. Sumit Construction Private Limited
Occupation: Business December 23,
DIN: 02260129 2022

1. EMS Green Energy Private Limited

2 Name: Mr. Ashish Tomar Originally
2. SK UEM Water Projects Private Limited
appointed as
Age: 34 years 3. Canary Infrastructure Private Limited
Executive
Father’s Name: Mr. Ramveer Singh 4. Krishna Landcon Private Limited
Director w.e.f.
5. Primatech Infrastructure Private Limited
Designation: Managing Director December 21,
6. Eminence Realtech Private Limited
2010
Address: R-14/120, Raj Nagar, 7. EMS Infrastructure Private Limited
Ghaziabad, Uttar Pradesh, 8. Trident Infracon Private Limited
India Further Re- 9. EMS Infratech Private Limited
appointed as 10. Pollux Realtech Private Limited
Term: 5 Years 11. EMS Realtech Private Limited
Managing
Nationality: Indian Director for a 12. Summit Constructions Private Limited
term of 5-year 13. EMS-TCP JV Private Limited
Occupation: Business
w. e. f.
DIN: 03170943 December 23,
2022

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3 Name: Ms. Kritika Tomar Originally NIL
appointed as
Age: 29 years
Executive
Husband’s Name: Mr. Ashish Tomar Director w.e.f.
Designation: Whole-time Director October 17,
2022
Address: R-14/120, Raj Nagar,
Ghaziabad, Uttar Pradesh, Further Re-
India appointed as
Whole Time
Term: 5 Years Director for a
Nationality: Indian term of 5-year
w. e. f.
Occupation: Business December 31,
DIN: 09777840 2022

1. Agro Next Ventures LLP

4 Name: Mr. Neeraj Srivastava Originally
2. Neercare Agro Private Limited
. appointed as
Age: 55 years 3. Neercare India Private Limited
Executive
Father’s Name: Mr. Prakash Chandra 4. Ozone Media.Net Private Limited
Director w.e.f.
Srivastava 5. Envirocare Engineering Services Private
June 15, 2021
Limited
Designation: Executive Director 6. SK UEM Water Projects Private Limited
Address: H. No – S-485, Third Floor, 7. UEM Gayespur Project Private Limited
GK – II, New Delhi - 8. Desihandi Foods Private Limited
110048, India 9. Legaltech Media Private Limited
10. Ozone Media.Comm Private Limited
Term: Retire By Rotation 11. Mirzapur Ghazipur Stps Private Limited
Nationality: Indian
Occupation: Business
DIN: 05309378
1. Salasar Techno Engineering Limited
5 Name: Mr. Mukesh Kumar Garg Originally
2. Hi-Tech Pipes Ltd
. appointed as
Age: 63 years
Independent
Father’s Name: Late Shri Ved Director w.e.f.
Prakash Garg. March 10,
Designation: Independent Director 2023

Address: Flat No-2714, Eternia

Tower, Mahagun
Mezzaria, Sector-78,
Noida, Gautam Buddha
Nagar, Uttar Pradesh-
201301, India
Term: 5 years
Nationality: Indian
Occupation: Business
DIN: 08936325

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 1. AKG Exim Limited
6 Name: Ms. Chetna Originally
2. ANG Life Sciences India Limited
. appointed as
Age: 32 years 3. Esquire Money Guarantees Ltd
Independent
Father’s Name Mr. Krishan 4. Best Agrolife Limited
Director w.e.f.
5. Valecha Engineering Limited
Designation: Independent Director March 10,
6. Sah Polymers Limited
2023
Address: House No-138, Village 7. Plaza Wires Limited
Rithala, New Delhi- 8. Ansal Hi-Tech Townships Limited
110085, India 9. RKB Towel Manufacturing Company
Limited
Term: 5 years 10. Prosper Housing Finance Limited
Nationality: Indian 11. 31 Dynamics Research Private Limited
12. Lotte Engineering and Construction India
Occupation: Professional Private Limited
DIN: 08981045
1. Adishakti Loha and Ispat Limited
7 Name: Mr. Achal Kapoor Originally
2. Kotia Enterprises Limited
. appointed as
Age: 35 years 3. Valecha Engineering Limited
Independent
Father’s Name Mr. Umesh Kapoor 4. Goyal Aluminiums Limited
Director w.e.f.
5. Associated Electronics Research
Designation: Independent Director March 10,
Foundation
2023
Address: House No-126, New 6. Golden Biofuels Limited
Ghandi Nagar, Ghaziabad- 7. RKB Towel Manufacturing Company
201001, Uttar Pradesh, Limited
India 8. Lemon Electronics Limited
9. Akiko Global Services Limited
Term: 5 years
Nationality: Indian
Occupation: Professional
DIN: 09150394
1. Adishakti Loha and Ispat Limited
8 Name: Ms. Swati Jain Originally
2. Valecha Engineering Limited
. appointed as
Age: 31 years 3. Plaza Wires Limited
Independent
Father’s Name Mr. Prabhat Kumar 4. Golden Bio Energy Limited
Director w.e.f.
Jain 5. Ispatika International Limited
March 10,
6. Rajnish Wellness Limited
Designation: Independent Director 2023
7. Goalpost Industries Limited
Address: 3-A, 118/8, Nehru Nagar,
Near Nasirpur Fhatak,
Nehru Nagar Ghaziabad-
201001, Uttar Pradesh,
India
Term: 5 years
Nationality: Indian
Occupation: Professional
DIN: 09436199

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BRIEF BIOGRAPHIES OF OUR DIRECTORS

Mr. Ramveer Singh, aged 60 years is the founding Promoter and is currently designated as Chairman and
Director of our Company. He was appointed as the First Director on the Board of our Company at the time of
incorporation of our Company on December 21, 2010.

He is an Engineer by qualification. He has more than Thirty-five years of experience in civil, construction industry
and business development. In past he has joined the partnership firm M/s Satish Kumar after taking VRS from
Uttar Pradesh Jal Nigam in 2006 & later incorporated a private limited company in the year 2010, named EMS
Infracon Private Limited. Under his leadership. in the year of 2012, the partnership firm M/s Satish Kumar has
been taken over by the EMS Infracon Private Limited. He is looking after Projects biding, Marketing, overall
management and financials areas of our Company. Under his experience our Company has successfully completed
cost effective projects. His such vast & great experience has grown the company at very large level & made very
reputed & believable image of the company.

Mr. Ashish Tomar, aged 34 years is the also founding Promoter and is currently designated as Managing Director
of our Company. He was appointed as the First Director on the Board of our Company at the time of incorporation
of our Company on December 21, 2010. He is a Civil Engineer. He is also having vast knowledge and experience
in the field of projects like Sewerage work, Electricity Transmission & Distribution work. He is currently looking
after Projects execution areas of our Company.

Ms. Kritika Tomar, aged 29 years and is currently designated as Whole Time Director of our Company. She is
a postgraduate in MSc. Biotech from Mody University, Rajasthan. She is associated with the company from
October 17, 2022 & looks after the administrative work of the company.

Mr. Neeraj Srivastava, aged 55 years and is currently designated as Executive Director of our Company. He is
also an Engineer & is associated with the company since June 15, 2021. He is also having vast technical knowledge
in respect of Engineering Management services. He is currently looking after technical part of projects of our
Company.

Mr. Mukesh Kumar Garg, aged 64 years and is currently designated as Non-Executive Independent Director of
our Company. He is a M.Tech from Indian Institute of Technology & also hold Post Graduate Diploma in
International Marketing & Post Graduate Diploma in Financial Management from IGNOU. He joined Indian
Railway as Indian Railway Services of Engineers (IRSE) Officer in July 1984 and retired from Railways on June
30, 2019 & worked on several posts over Northern and North Central Railway, involving Railway Construction
projects as well as Railway tracks/building/bridges maintenance works. s Ex (IRSE officer), retired as Chief
Administrative Officer (Const)/North Central Railway, Prayagraj on June 30, 2019. He is export in Tender
evaluation, contract management, project planning & execution and Budgeting & financial controlling. Currently
working as Consultant for Railway Track Construction/Design with ICT since March 28, 2022.

Ms. Chetna, aged 32 years and is currently designated as Non-Executive Independent Director of our Company.
She is a young and dynamic professional with highly efficient management skills. She is a Qualified Associate
member of the Institute of Company Secretaries of India (ICSI), a Post Graduate in Management in Finance
(MBA-Finance) from IGNOU, a Law Graduate from Jaipur College of Law and a Graduate in Commerce
(B.Com.) from Delhi University. She has more than 4 years of experience in the field of Corporate Laws,
Securities Law, SEBI Compliances, Financial Management, Accounts and Taxation etc. in a Listed Companies,
Public and Private Companies.

Mr. Achal Kapoor, aged 35 years and is currently designated as Non-Executive Independent Director of our
Company. He is a young and dynamic professional with highly efficient management skills. He is a Qualified
Associate member of the Institute of Company Secretaries of India (ICSI), a Post Graduate Diploma in Business
Management in Finance from Symbiosis Centre for Distance Learning, a Law Graduate from Bhagwati College f

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Law, CCS University (Meerut). He has more than 10 years of experience as on Legal Manager Level in the field
of Corporate Laws, Securities Law, SEBI Compliances, Financial Management, Accounts and Taxation etc. in a
Listed Companies, Public and Private Companies.

Ms. Swati Jain, aged 31 years and is currently designated as Non-Executive Independent Director of our
Company. She is a young and dynamic professional with highly efficient management skills. She is a Qualified
Associate member of the Institute of Company Secretaries of India (ICSI), a Master Graduate from CCS
University (Meerut). She has more than 7 years of experience in the field of Corporate Laws, Securities Law,
SEBI Compliances. Companies Act etc. in a Listed Companies, Public and Private Companies.

RELATIONSHIP BETWEEN OUR DIRECTORS

There is no relationship between Promoter of our Company with other Directors except as described below:

Name of Director Designation Relation

Chairman cum Executive Father of our Promoter cum Managing Director – Mr.
Mr. Ramveer Singh
Director Ashish Tomar
Son of our Promoter, Chairman cum Executive
Mr. Ashish Tomar Managing Director
Director – Mr. Ramveer Singh
Wife of our Promoter cum Managing Director – Mr.
Ms. Kritika Tomar Whole Time Director
Ashish Tomar

CONFIRMATIONS
As on the date of this Red Herring Prospectus:
1. There are no arrangements or understanding with major shareholders, customers, suppliers or any other entity,
pursuant to which any of the Directors were selected as a director or member of senior management.
2. The directors of our Company have not entered into any service contracts with our Company which provides
for benefits upon termination of employment.
3. None of the Directors are categorized as a wilful defaulter or fraudulent borrower, as defined under
Regulation 2(1)(lll) of SEBI ICDR Regulations.
4. None of our Directors have interest in any property acquired by our Company within two years of the date of
this Red Herring Prospectus.
5. None of our Directors are or were directors of any listed Company whose shares have been/were suspended
from trading by any of the stock exchange(s) during his/her tenure in that Company in the last five years or
delisted from the stock exchange(s) during the term of their directorship in such companies.
6. None of our Directors have been declared as fugitive economic offenders as defined in Regulation 2(1)(p) of
the SEBI ICDR Regulations, nor have been declared as a ‘fugitive economic offender’ under Section 12 of
the Fugitive Economic Offenders Act, 2018.
7. None of the Promoter or Directors has been or is involved as a promoter or director of any other Company
which is debarred from accessing the capital market under any order or directions made by SEBI or any other
regulatory authority.
REMUNERATION / COMPENSATION OF DIRECTORS
The compensation package payable to the Directors from F.Y. 2022-23 onwards as resolved in the Extra-Ordinary
General Meeting held on December 31, 2022 is stated hereunder:
Mr. Ramveer Singh: -
The total remuneration payable to Mr. Ramveer Singh, Promoter and Chairman cum Executive Director, shall be
a sum of Rs. 50.00 Lakhs per month w.e.f. December 23, 2022.

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Mr. Asish Tomar: -
The total remuneration payable to Mr. Asish Tomar, Promoter and Managing Director, shall be a sum of Rs. 50.00
Lakhs per month w.e.f. December 23, 2022.
Ms. Kritika Tomar: -
The total remuneration payable to Ms. Kritika Tomar, Whole Time Director, shall be a sum of Rs. 10.00 Lakhs
per month as approved by the time of her appointment w.e.f. December 23, 2022
No remuneration is paid to the Non-Executive Directors.
Remuneration paid to the Directors during the previous F.Y is as follows:
(Rs. In Lakhs)
Sr. Remuneration Paid for
Name Designation
No. FY 2022-23
1. Chairman cum Executive
Mr. Ramveer Singh 520.00
Director
2. Mr. Ashish Tomar Managing Director 520.00
3. Ms. Kritika Tomar Whole Time Director 42.00
4. Mr. Neeraj Srivastava Executive Director -
Our Company has not paid and will not be paying any remuneration to the Independent Directors of our company
except the applicable sitting fee and reimbursement of expenses as per the Companies Act, 2013.
Pursuant to the resolution passed by the Board of Directors of our Company on March 10, 2023, the Non-
Executive Independent Directors of our Company would be entitled to a sitting fee of Rs. 10,000 for attending
every meeting of Board and committee meeting with reimbursement of travelling expenses.
SHAREHOLDING OF OUR DIRECTORS IN OUR COMPANY
As per the Articles of Association of our Company, a Director is not required to hold any qualification shares.
The following table details the shareholding of our Directors as on the date of this Red Herring Prospectus:
% of Pre-Issue % of Post Issue
Sr. No. of Equity
Name of the Director Equity Share Equity Share
No. Shares
Capital Capital*
1. Mr. Ramveer Singh 4,59,70,000 94.59% [●]
2. AMr. Ashish Tomar 10,000 0.02% [●]
3. Ms. Kritika Tomar 5,000 0.01% [●]
*will be updated prior filing the Prospectus with RoC.
INTERESTS OF DIRECTORS
All of our Directors may be deemed to be interested to the extent of fees payable, if any 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, if any to them under our Articles of Association, and/or to the extent of remuneration paid
to them for services rendered as an officer or employee of our Company. Some of our Directors may be deemed
to be interested to the extent of interest paid on any loan or advances provided to our company, any Body corporate
including companies and firms and trusts, in which they are interested as directors, members, partners or trustees.
Our Directors may also be regarded as interested in the Equity Shares, if any, held by them or that may be
subscribed by and allotted to the companies, firms, and trusts, if any, in which they are interested as directors,
members, Promoter, and /or trustees pursuant to this Issue. All of our Directors may also be deemed to be to them
interested to the extent of any dividend payable and other distributions in respect of the said Equity Shares, if any.
Except as stated in this chapter “Our Management” described herein to the extent of shareholding in our Company,
if any, our Directors do not have any other interest in our business.

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Our Directors are not interested in the appointment of or acting as Book Running Lead Manager, Registrar and
Bankers to the Issue or any such intermediaries registered with SEBI.
No sum has been paid or agreed to be paid to our directors or to firms or companies in which they may be members,
in cash or shares or otherwise by any person either to induce them to become, or to qualify them as, a director, or
otherwise for services rendered by them by such firm or company, in connection with the promotion or formation
of our Company.
Except Mr. Ramveer Singh and Mr. Ashish Tomar, who are the Promoters of our Company, none of the other
Directors are interested in the promotion of our Company.
No loans have been availed by our Directors from our Company.
INTEREST IN THE PROMOTION AND FORMATION OF OUR COMPANY
As on the date of this Red Herring Prospectus, except for Mr. Ramveer Singh and Mr. Ashish Tomar, who are the
Promoters of our Company, none of our other Directors and Key Managerial Personnel are interested in the
promotion of our Company. For further details, see “Our Promoters and Promoter Group” on page 298.
PROPERTY INTEREST
Except as stated/referred to in the heading titled “Land & Properties” mentioned in the chapter “Our Business”
beginning on page 262, our Directors have not entered into any contract, agreement or arrangements during the
preceding two years from the date of this Red Herring Prospectus in which the Directors are interested directly or
indirectly and no payments have been made to them in respect of these contracts, agreements or arrangements or
are proposed to be made to them.
INTEREST OF OUR DIRECTORS IN ACQUISITION OF LAND, CONSTRUCTION OF BUILDING
OR SUPPLY OF MACHINERY
Our Directors do not have any interest in any transaction by our Company for acquisition of land, construction of
building or supply of machinery.
CHANGES IN OUR BOARD OF DIRECTORS
The Changes in the Board of Directors of our Company in the three years preceding the date of this Red Herring
Prospectus are as follows:

Name Date of event Nature of event Reason

Mr. Neeraj Appointed as To ensure better Corporate Governance and
June15, 2021
Srivastava Executive Director compliance with Companies Act, 2013
Mr. Satish Kumar October 10, 2022 Resignation Due to some Personal Reason
Originally
To ensure better Corporate Governance and
Ms. Kritika Tomar October 17, 2022 Appointed as
compliance with Companies Act, 2013
Executive Director
Re-designated as
December 23, To ensure better Corporate Governance and
Mr. Ramveer Singh Chairman cum
2022 compliance with Companies Act, 2013
Executive Director
December 23, Re-appointed as To ensure better Corporate Governance and
Mr. Ashish Tomar
2022 Managing Director compliance with Companies Act, 2013
Re-Appointed as
December 23, To ensure better Corporate Governance and
Ms. Kritika Tomar Whole Time
2022 compliance with Companies Act, 2013
Director
Appointment as
December 23, To ensure better Corporate Governance and
Mr. Achal Kapoor Independent
2022 compliance with Companies Act, 2013
Director

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 Appointment as
December 23, To ensure better Corporate Governance and
Ms. Chetna Independent
2022 compliance with Companies Act, 2013
Director
Appointment as To ensure better Corporate Governance and
December 23,
Ms. Swati Jain Independent compliance with Companies Act, 2013
2022
Director
Appointment as To ensure better Corporate Governance and
December 23,
Mr. Mukesh Garg Independent compliance with Companies Act, 2013
2022
Director
Mr. Achal Kapoor January 01, 2023 Resignation Due to some Technical Reasons
Ms. Chetna January 01, 2023 Resignation Due to some Technical Reasons
Ms. Swati Jain January 01, 2023 Resignation Due to some Technical Reasons
Mr. Mukesh Garg January 01, 2023 Resignation Due to some Technical Reasons
To ensure better Corporate Governance and
Mr. Achal Kapoor March 10, 2023 Re-Appointment
compliance with Companies Act, 2013
To ensure better Corporate Governance and
Ms. Chetna March 10, 2023 Re-Appointment
compliance with Companies Act, 2013
To ensure better Corporate Governance and
Ms. Swati Jain March 10, 2023 Re-Appointment
compliance with Companies Act, 2013
To ensure better Corporate Governance and
Mr. Mukesh Garg March 10, 2023 Re-Appointment
compliance with Companies Act, 2013
BORROWING POWERS OF THE BOARD
Pursuant to a special resolution passed at Extra-Ordinary General Meeting of our Company held on December 16,
2022 consent of the members of our Company was accorded to the Board of Directors of our Company pursuant
to Section 180 (1)(c) of the Companies Act, 2013 for borrowing, from time to time, any sum or sums of money
on such security and on such terms and conditions as the Board may deem fit, notwithstanding that the money to
be borrowed together with the money already borrowed by our Company (apart from temporary loans obtained
from our Company’s bankers in the ordinary course of business) may exceed in the aggregate, the paid-up capital
of our Company and its free reserves, provided however, the total amount so borrowed in excess of the aggregate
of the paid-up capital of our Company and its free reserves shall not at any time exceed Rs. 600.00 Crores.
CORPORATE GOVERNANCE
In addition to the applicable provisions of the Companies Act with respect to corporate governance, provisions of
SEBI LODR Regulations to the extent applicable to the entity whose shares are listed on Stock Exchange and
shall be applicable to us immediately upon the listing of our Equity Shares with the Stock Exchange. We are in
compliance with the requirements of the applicable regulations, including SEBI LODR Regulations, SEBI ICDR
Regulations and the Companies Act in respect of corporate governance including constitution of the Board and
committees thereof.
Our Board has been constituted in compliance with the Companies Act and SEBI LODR Regulations. The Board
functions either as a full board or through various committees constituted to oversee specific functions.
Our Company stands committed to good Corporate Governance practices based on the principles such as
accountability, transparency in dealing with our stakeholders, emphasis on communication and transparent report.
Our Board functions either as a full Board or through the various committees constituted to oversee specific
operational areas. As on the date of this Red Herring Prospectus, our Company has Eight (8) Directors, one (1) is
Managing Director, One (1) is Chairman cum Executive Director, One (1) is Women Whole time Director. One
(1) is Executive Director, Two (2) are Independent Woman Director and Two (2) are Independent Directors.

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Committees of the Board
In addition to the committees of our Board detailed below, our Board may from time to time, constitute committees
for various functions.
Following are the details of various committees of the Board:
A. Audit Committee
B. Stakeholders Relationship Committee
C. Nomination and Remuneration Committee
D. CSR Committee
E. IPO Committee
F. Risk Management Committee
A) Audit Committee
The Audit Committee (the “Committee”) has constituted by the Board of Directors at their meeting held on
March 14, 2023 in accordance with the Section 177 of the Companies Act, 2013 and Rule 6 of the Companies
(Meeting of board and its powers) Rule, 2014.
Composition of Audit Committee:

Name of the Director Status Nature of Directorship

Ms. Chetna Chairman Independent Director
Mr. Mukesh Kumar Garg Member Independent Director
Mr. Ashish Tomar Member Managing Director
The Company Secretary of our Company shall serve as the secretary of the Audit Committee.
Meeting of the Audit Committee and relevant quorum

1. 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.
2. The quorum for meetings of the committee shall either be two members or one third of the members of the
audit committee, whichever is greater, with at least two independent directors.
3. The audit committee at its discretion shall invite the finance director or head of the finance function, head of
internal audit and a representative of the statutory auditor and any other such executives to be present at the
meetings of the committee.

The scope of Audit Committee shall include but shall not be restricted to the following:

1. Recommendation for appointment, remuneration and terms of appointment of auditors of the company;
2. Review and monitor the auditor’s independence and performance, and effectiveness of audit process;
3. Examination of the financial statement and the auditors’ report thereon;
4. Approval or any subsequent modification of transactions of the company with related parties;
5. Overseeing of the Company’s financial reporting process and the disclosure of its financial information to
ensure that the financial statement is correct, sufficient and credible;
6. Approval of payment to statutory auditors for any other services rendered by the statutory auditors;
7. Formulation of a policy on related party transactions, which shall include materiality of related party
transactions and making of omnibus approval of related party transactions;
8. Reviewing, with the management, the annual financial statements and auditors report thereon before
submission to the board for approval, with particular reference to:
i. 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;
ii. Changes, if any, in accounting policies and practices and reasons for the same;
iii. Major accounting entries involving estimates based on the exercise of judgment by management;

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 iv. Significant adjustments made in the financial statements arising out of audit findings;
v. Compliance with listing and other legal requirements relating to financial statements;
vi. Disclosure of any related party transactions;
vii. Modified opinion(s) in the draft audit report;
9. Reviewing, with the management, the quarterly, half yearly and Annual financial statements before
submission to the Board for approval;
10. 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 / 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;
11. Review and monitor the auditor’s independence and performance, and effectiveness of audit process;
12. Approval or any subsequent modification of transactions of the listed entity with related parties includes
omnibus approval for related parties transactions subject to conditions as specified under rules;
13. Scrutiny of inter-corporate loans and investments;
14. Valuation of undertakings or assets of the Company, wherever it is necessary;
15. Evaluation of internal financial controls and risk management systems;
16. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal
control systems;
17. 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;
18. Discussion with internal auditors of any significant findings and follow up there on;
19. 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;
20. 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;
21. 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;
22. To oversee and review the functioning of the vigil mechanism pursuant the provisions of Rule 7 of the
Companies (Meetings of Board and its Powers) Rules, 2014 read with sub-section 9 and 10 of Section 177 of
the Companies Act, 2013, which shall provide for adequate safeguards against victimization of employees
and directors who avail of the vigil mechanism and also provide for direct access to the Chairperson of the
Audit Committee in appropriate and exceptional cases
23. Approval of appointment of chief financial officer after assessing the qualifications, experience and
background, etc. of the candidate;
24. To investigate any other matters referred to by the Board of Directors;
25. Carrying out any other function as is mentioned in the terms of reference of the audit Committee.
26. Reviewing the utilization of loans and/ or advances from/investment by the holding company in the subsidiary
exceeding Rs.100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans
/ advances / investments existing as on the date of coming into force of this provision.
27. Consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger,
amalgamation etc., on the listed entity and its shareholders.

The Audit Committee enjoys following powers:

➢ To investigate any activity within its terms of reference.
➢ To seek information from any employee.
➢ To obtain outside legal or other professional advice.
➢ To secure attendance of outsiders with relevant expertise if it considers necessary.

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The Audit Committee shall mandatorily review the following information:

i) Management discussion and analysis of financial condition and results of operations;

ii) Statement of significant related party transactions (as defined by the audit committee), submitted by
management;
iii) Management letters / letters of internal control weaknesses issued by the statutory auditors;
iv) Internal audit reports relating to internal control weaknesses; and
v) The appointment, removal and terms of remuneration of the Chief internal auditor shall be subject to review
by the Audit Committee.
vi) Statement of deviations: (a) half yearly statement of deviation(s) submitted to stock exchange(s) in terms of
Regulation 32(1) of the SEBI ICDR Regulations. (b) annual statement of funds utilized for purposes other
than those stated in the offer document/prospectus/notice in terms of Regulation 32(7) of the SEBI ICDR
Regulations.

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 Chairman of the committee has to attend the Annual General Meetings of the Company to clarifications on
matters relating to the audit.
B) Stakeholders Relationship Committee
The Stakeholders Relationship Committee has constituted by the Board of Directors at their meeting held on
March 14, 2023 in accordance with the Section 178(5) of the Companies Act 2013.
Composition of Stakeholders Relationship Committee

Name of the Director Status Nature of Directorship

Ms. Swati Jain Chairman Independent Director
Ms. Kritika Tomar Member Whole-time Director
Mr. Ashish Tomar Member Managing Director
The Company Secretary of the Company will act as the Secretary of the Committee.

Meetings of the Stakeholders Relationship Committee

1. The Committee is required to meet at least once a year.

2. The quorum necessary for a meeting shall be two members present.

SCOPE OF THE STAKEHOLDERS RELATIONSHIP COMMITTEE

This committee will address all grievances of Shareholders/Investors and its terms of reference include the
following:
1. Resolving the grievances of the security holders of the Company, including complaints related to
transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of
new/duplicate certificates, general meetings, etc.
2. Review of measures taken for effective exercise of voting rights by shareholders;
3. Review of adherence to the service standards adopted by the Company in respect of various services rendered
by the registrar and share transfer agent and to recommend measures for overall improvement in the quality
of investor services;

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4. Review of the various measures and initiatives taken by the Company for reducing the quantum of unclaimed
dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the
shareholders of the Company; and
5. Formulate procedures in line with the statutory guidelines to ensure speedy disposal of various requests
received from shareholders from time to time;
6. Approve, register, refuse to register transfer or transmission of shares and other securities;
7. Sub-divide, consolidate and or replace any share or other securities certificate(s) of the Company;
8. Allotment and listing of shares;
9. Authorise affixation of common seal of the Company;
10. Issue duplicate share or other security(ies) certificate(s) in lieu of the original share/security(ies) certificate(s)
of the Company;
11. Approve the transmission of shares or other securities arising as a result of death of the sole/any joint
shareholder;
12. Dematerialize or rematerialize the issued shares;
13. Ensure proper and timely attendance and redressal of investor queries and grievances;
14. Investigating complaints relating to allotment of shares, approval of transfer or transmission of shares,
debentures or any other securities;
15. Advising for giving effect to all transfer/transmission of shares and debentures, dematerialisation of shares
and re-materialisation of shares, split and issue of duplicate/consolidated share certificates, compliance with
all the requirements related to shares, debentures and other securities from time to time;
16. Carry out any other functions contained in the Companies Act, 2013 (including Section 178) and/or equity
listing agreements (if applicable), as and when amended from time to time;
17. Further delegate all or any of the power to any other employee(s), officer(s), representative(s), consultant(s),
professional(s), or agent(s); and
18. Carrying out such other functions as may be specified by the Board from time to time or specified/provided
under the Companies Act or SEBI Listing Regulations, or by any other regulatory authority.
C) Nomination and Remuneration Committee
The Nomination and Remuneration Committee has constituted by the Board of Directors at their meeting held
on March 14, 2023 in accordance with the Section 178 of the Companies Act 2013.

Composition of Nomination and Remuneration Committee

Name of the Director Status Nature of Directorship

Mr. Mukesh Kumar Garg Chairman Independent Director
Mr. Achal Kapoor Member Independent Director
Ms. Swati Jain Member Independent Director
The Company Secretary of our Company acts as the Secretary to the Committee.

Meeting of Nomination and Remuneration Committee and Relevant Quorum

1. The Committee is required to meet at least once a year.

2. The quorum necessary for a meeting of the Corporate Social Responsibility Committee shall be two members
or one third of the members, whichever is greater.

Role of Nomination and Remuneration Committee are:

The scope of Nomination and Remuneration Committee shall include but shall not be restricted to the following:

1. 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;

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2. For every appointment of an independent director, the Nomination and Remuneration Committee shall
evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation,
prepare a description of the role and capabilities required of an independent director. The person recommended
to the Board for appointment as an independent director shall have the capabilities identified in such
description. For the purpose of identifying suitable candidates, the Committee may:
a. Use the services of an external agencies, if required;
b. Consider candidates from a wide range of backgrounds, having due regard to diversity; and
c. Consider the time commitments of the candidates.
3. Formulation of criteria for evaluation of Independent Directors and the Board;
4. Devising a policy on Board diversity;
5. 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;
6. Whether to extend or continue the term of appointment of the independent director, on the basis of the report
of performance evaluation of independent directors;
7. To ensure that the relationship of remuneration to performance is clear and meets appropriate performance
benchmarks
8. Perform such other activities as may be delegated by the Board or specified/ provided under the Companies
Act, 2013 to the extent notified and effective, as amended or by the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended or by any other applicable
law or regulatory authority.

D) CSR Committee
The Corporate Social Responsibility Committee was constituted by a meeting of our Board held on March 14,
2023. The members of the Corporate Social Responsibility Committee are:

Name of Director Position in the Committee Designation

Ms. Kritika Tomar Chairman Whole-time Director
Mr. Neeraj Srivastava Member Non-Executive Director
Mr. Achal Member Independent Director

The scope and functions of the Corporate Social Responsibility Committee of our Company are in accordance
with Section 135 of the Companies Act, 2013 and the applicable rules thereunder, and have been set out below:

1) formulate and recommend to the Board, a Corporate Social Responsibility Policy which shall indicate
the activities to be undertaken by the company in areas or subject, specified in Schedule VII of the Act;
2) formulate and recommend to the Board, an annual action plan in pursuance of its CSR policy, which
shall include the following, namely:
a) the list of CSR projects or programmes that are approved to be undertaken in areas or subjects
specified in Schedule VII of the Act;
b) the manner of execution of such projects or programmes as specified in sub-rule (1) of rule 4;
c) the modalities of utilisation of funds and implementation schedules for the projects or
programmes;
d) monitoring and reporting mechanism for the projects or programmes; and e. details of need and
impact assessment, if any, for the projects undertaken by the company;
3) recommend the amount of expenditure to be incurred on the CSR activities; and
4) monitor the Corporate Social Responsibility Policy of the company from time to time.

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E) IPO Committee

The IPO Committee was constituted by a meeting of our Board held on March 14, 2023. The members of the IPO
Committee are:

Name of Director Position in the Committee Designation

Mr. Ashish Tomar Chairman Managing Director
Ms. Kritika Tomar Member Whole Time Director
Mr. Achal Member Independent Director

The scope and functions of the IPO Committee are as follows:

1. to decide, negotiate and finalise the pricing, the terms of the issue of the Equity Shares and all other related
matters regarding the Pre-IPO Placement, if any, including the execution of the relevant documents with the
investors, in consultation with the book running lead managers appointed in relation to the Issue (“BRLM”);
2. to decide in consultation with the BRLM the actual size of the Issue and taking on record the number of equity
shares (the “Equity Shares”), and/or reservation on a competitive basis, and/or any rounding off in the event
of any oversubscription and/or any discount to be offered to retail individual bidders or eligible employees
participating in the Issue and all the terms and conditions of the Issue, including without limitation timing,
opening and closing dates of the Issue, price band, allocation/allotment to eligible persons pursuant to the
Issue, including any anchor investors, and to accept any amendments, modifications, variations or alterations
thereto;
3. to appoint, instruct and enter into agreements with the BRLM, and in consultation with BRLM appoint and
enter into agreements with intermediaries, co-managers, underwriters, syndicate members, brokers, escrow
collection bankers, auditors, independent chartered accountants, refund bankers, registrar, grading agency,
industry expert, legal counsels, depositories, printers, monitoring agency advertising agency(ies), and any
other agencies or persons (including any successors or replacements thereof) whose appointment is required
in relation to the Issue and to negotiate and finalize the terms of their appointment, including but not limited
to execution of the mandate letters and offer agreement with the BRLM, and the underwriting agreement with
the underwriter, and to terminate agreements or arrangements with such intermediaries;
4. to make any alteration, addition or variation in relation to the Issue, in consultation with the BRLM or SEBI
or such other authorities as may be required, and without prejudice to the generality of the aforesaid, deciding
the exact Issue structure and the exact component of issue of Equity Shares;
5. to finalise, settle, approve, adopt and arrange for submission of the Red Herring Prospectus (“RHP”), the red
herring prospectus (“RHP”), the Prospectus, the preliminary and final international wrap and any
amendments, supplements, notices, clarifications, reply to observations, addenda or corrigenda thereto, to
appropriate government and regulatory authorities, respective stock exchanges where the Equity Shares are
proposed to be listed (“Stock Exchanges”), the Registrar of Companies, West Bengal at Kolkata (“Registrar
of Companies”), institutions or bodies;
6. to invite the existing shareholders of the Company to participate in the Issue and offer for sale of the Equity
Shares held by them at the same price as in the Issue;
7. to take all actions as may be necessary and authorised in connection with the offer for sale and to approve
and take on record the approval of the selling shareholder for offering their Equity Shares in the offer for sale
and the transfer of Equity Shares in the offer for sale;
8. to issue advertisements in such newspapers and other media as it may deem fit and proper, in consultation
with the relevant intermediaries appointed for the Issue in accordance with the Securities and Exchange Board
of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (“SEBI ICDR
Regulations”), Companies Act, 2013, as amended and other applicable laws;
9. to decide the total number of Equity Shares to be reserved for allocation to eligible categories of investors, if
any, and on permitting existing shareholders to sell any Equity Shares held by them;

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10. to open separate escrow accounts as the escrow account to receive application monies from anchor investors/
underwriters in respect of the bid amounts and a bank account as the refund account for handling refunds in
relation to the Issue and in respect of which a refund, if any will be made;
11. to open account with the bankers to the Issue to receive application monies in relation to the Issue in terms
of Section 40(3) of the Companies Act, 2013, as amended;
12. to negotiate, finalise, sign, execute and deliver or arrange the delivery of the offer agreement, syndicate
agreement, share escrow agreement, escrow and sponsor bank agreement, underwriting agreement,
agreements with the registrar to the Issue, monitoring agency and the advertising agency(ies) and all other
agreements, documents, deeds, memorandum of understanding and other instruments whatsoever with the
registrar to the Issue, legal advisors, auditors, Stock Exchanges, BRLM and other agencies/ intermediaries in
connection with Issue with the power to authorize one or more officers of the Company to execute all or any
of the aforesaid documents;
13. to make any applications, seek clarifications, obtain approvals and seek exemptions, if necessary, from the
Stock Exchange, the Securities and Exchange Board of India (“SEBI”), the Reserve Bank of India (“RBI”),
Registrar of Companies, and such other statutory and governmental authorities in connection with the Issue,
as required by applicable law, and to accept, on behalf of the Board, such conditions and modifications as
may be prescribed or imposed by any of them while granting such approvals, exemptions, permissions and
sanctions as may be required, and wherever necessary, incorporate such modifications / amendments as may
be required in the RHP, RHP and the Prospectus;
14. to make in-principle and final applications for listing and trading of the Equity Shares on one or more stock
exchanges, to execute and to deliver or arrange the delivery of the equity listing agreement(s) or equivalent
documentation to the Stock Exchanges and to take all such other actions as may be necessary in connection
with obtaining such listing;
15. to determine and finalize, in consultation with the BRLM, the price band for the Issue and minimum bid lot
for the purpose of bidding, any revision to the price band and the final Issue price after bid closure, and to
finalize the basis of allocation and to allot the Equity Shares to the successful allottees and credit Equity
Shares to the demat accounts of the successful allottees in accordance with applicable laws and undertake
other matters in connection with or incidental to the Issue, including determining the anchor investor portion,
in accordance with the SEBI ICDR Regulations;
16. to issue receipts/allotment advice/confirmation of allocation notes either in physical or electronic mode
representing the underlying Equity Shares in the capital of the Company with such features and attributes as
may be required and to provide for the tradability and free transferability thereof as per market practices and
regulations, including listing on one or more stock exchange(s), with power to authorise one or more officers
of the Company to sign all or any of the aforementioned documents;
17. to approve the code of conduct, suitable insider trading policy, whistle blower/vigil mechanism policy, risk
management policy and other corporate governance requirements considered necessary by the Board or the
IPO Committee or as required under applicable law;
18. to seek, if required, the consent and waivers of the parties with whom the Company has entered into various
commercial and other agreements such as Company’s lenders, joint venture partners, all concerned
governmental and regulatory authorities in India or outside India, and any other consents that may be required
in connection with the Issue in accordance with the applicable laws;
19. to determine the price at which the Equity Shares are offered, allocated, transferred and/or allotted to investors
in the Issue in accordance with applicable regulations in consultation with the BRLM and/or any other
advisors, and determine the discount, if any, proposed to be offered to eligible categories of investors;
20. to settle all questions, difficulties or doubts that may arise in relation to the Issue, as it may in its absolute
discretion deem fit;
21. to do all acts and deeds, and execute all documents, agreements, forms, certificates, undertakings, letters and
instruments as may be necessary for the purpose of or in connection with the Issue;
22. to authorize and approve the incurring of expenditure and payment of fees, commissions, brokerage and
remuneration in connection with the Issue;
23. to withdraw the RHP or RHP or to decide not to proceed with the Issue at any stage, in consultation with the
BRLM and in accordance with the SEBI ICDR Regulations and applicable laws;

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24. to submit undertaking/certificates or provide clarifications to the SEBI, Registrar of Companies and the
relevant stock exchange(s) where the Equity Shares are to be listed; and
25. to authorize and empower officers of the Company (each, an “Authorized Officer(s)”), for and on behalf of
the Company, to execute and deliver, on a several basis, any agreements and arrangements as well as
amendments or supplements thereto that the Authorized Officer(s) consider necessary, appropriate or
advisable, in connection with the Issue, including, without limitation, engagement letter(s), memoranda of
understanding, the listing agreement(s) with the stock exchange(s), the registrar agreement and memorandum
of understanding, the depositories’ agreements, the offer agreement with the BRLM (and other entities as
appropriate), the underwriting agreement, the syndicate agreement with the BRLM and syndicate members,
the stabilization agreement, the share escrow agreement, the cash escrow and sponsor bank agreement,
confirmation of allocation notes, allotment advice, placement agents, registrar to the Issue, bankers to the
Company, manager, underwriters, escrow agents, accountants, auditors, legal counsel, depositories,
advertising agency(ies), syndicate members, brokers, escrow collection bankers, auditors, grading agency,
monitoring agency and all such persons or agencies as may be involved in or concerned with the Issue, if any,
and to make payments to or remunerate by way of fees, commission, brokerage or the like or reimburse
expenses incurred in connection with the Issue by the BRLM and to do or cause to be done any and all such
acts or things that the Authorized Officer(s) may deem necessary, appropriate or desirable in order to carry
out the purpose and intent of the foregoing resolutions for the Issue; and any such agreements or documents
so executed and delivered and acts and things done by any such Authorized Officer(s) shall be conclusive
evidence of the authority of the Authorized Officer and the Company in so doing.
F) Risk Management Committee

The Risk Management Committee was constituted by a meeting of our Board held on March 14, 2023. The
members of the Risk Management Committee are:

Name of Director Position in the Committee Designation

Mr. Ashish Tomar Chairman Managing Director
Mr. Ramveer Singh Member Chairman & Director
Ms. Swati Member Independent Director

The scope and functions of the Risk Management Committee of our Company are in accordance with Regulation
21 of the SEBI Listing Regulations and the applicable rules thereunder, and have been set out below:

1) To formulate a detailed risk management policy which shall include:

a) A framework for identification of internal and external risks specifically faced by the Company, in
particular including financial, operational, sectoral, sustainability (particularly, environmental social
and governance related risks), information, cyber security risks or any other risk as may be determined
by the Committee.
b) Measures for risk mitigation including systems and processes for internal control of identified risks.
c) Business continuity plan.

2) To ensure that appropriate methodology, processes and systems are in place to monitor and evaluate risks
associated with the business of the Company;
3) To co-ordinate its activities with other committees, in instances where there is any overlap with activities
of such committees, as per framework laid down by the board of directors;
4) To monitor and oversee implementation of the risk management policy, including evaluating the
adequacy of risk management systems;
5) To periodically review the risk management policy, at least once in two years, including by considering
the changing industry dynamics and evolving complexity;
6) To keep the board of directors informed about the nature and content of its discussions, recommendations
and actions to be taken;

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 7) To approve major decisions affecting the risk profile or exposure and give appropriate directions;
8) To consider the effectiveness of decision-making process in crisis and emergency situations;
9) To balance risks and opportunities;
10) To generally, assist the Board in the execution of its responsibility for the governance of risk;
11) To seek information from any employee, obtain outside legal or other professional advice and secure
attendance of outsiders with relevant expertise, if it considers necessary;
12) The appointment, removal and terms of remuneration of the Chief Risk Officer (if any) shall be subject
to review by the Risk Management Committee; and
13) Any other similar or other functions as may be laid down by Board from time to time and/or as may be
required under applicable law, as and when amended from time to time, including the SEBI Listing
regulations.

The quorum of the Risk Management Committee is either two members or one-third of the members of the Risk
Management Committee, whichever is higher, including at least one member of the Board of Directors, being in
attendance.

The Risk Management Committee is required to meet at least twice in a year and not more than 180 days may
elapse between the two meetings.

The Risk Management Committee has powers to seek information from any employee, obtain outside legal or
other professional advice and secure attendance of outsiders with relevant expertise, if it considers necessary.

Provided that u/s 134(3)(n) of the Companies Act, 2013, the Board Report must contain a statement indicating the
development and implementation of a Risk Management Policy for the company, including the identification of
risks that may pose a threat to the existence of company. Further u/s 177(4)(vii) of the Companies Act, 2013 the
Audit Committee has an obligation to evaluate the company’s internal financial controls and risk management
systems. In addition to this, Part II of Schedule IV of the Companies Act, 2013 requires an Independent director
of a company to bring an independent judgment to the board deliberations regarding the risk management systems
of the company.

POLICY ON DISCLOSURES AND INTERNAL PROCEDURE FOR PREVENTION OF INSIDER

TRADING
The provisions of Regulation 9(1) of the SEBI PIT Regulations will be applicable to our Company immediately
upon the listing of its Equity Shares on the NSE Emerge. We shall comply with the requirements of the SEBI PIT
Regulations on listing of Equity Shares on stock exchange. Further, Board of Directors on their meeting dated
March 14, 2023 have formulated and adopt the code of conduct to regulate, monitor and report trading by its
employees and other connected persons. The Company Secretary & Compliance Officer will be responsible for
setting forth policies, procedures, monitoring and adherence to the rules for the preservation of price sensitive
information and the implementation of the Code of Conduct under the overall supervision of the board.

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ORGANISATIONAL STRUCTURE

KEY MANAGERIAL PERSONNEL

Our Company is managed by our Board of Directors, assisted by qualified and experienced professionals, who
are permanent employees of our Company. Below are the details of the Key Managerial Personnel of our
Company:
Details of Key Managerial Personnel of our Company as per the Companies Act 2013 -

Mr. Ashish Tomar (Managing Director)

His age is 34 years is the also founding Promoter and is currently designated as Managing Director of our
Company. He was appointed as the First Director on the Board of our Company at the time of incorporation of
our Company on December 21, 2010. He is a Civil Engineer. He is also having vast knowledge and experience
in the field of projects like Sewerage work, Electricity Transmission & Distribution work. He is currently
looking after Projects execution areas of our Company.

Mr. Gajendra Parihar (Chief Financial Officer)

As a highly accomplished and well-rounded executive, our CFO brings to the table a unique combination of
technical expertise and business acumen. With a Master's degree in Business Administration and a background
in Electrical Engineering, he has honed his skills in supply chain management, logistics, material management,
and retail, making him an invaluable asset to our organization.

His previous experience as a System Engineer at Infosys has also equipped him with exceptional analytical
abilities, allowing him to excel in business analysis, requirements gathering, configuration, and design.

As Chief Financial Officer at EMS, he is responsible for overseeing all financial aspects of the company,
including tracking cash flow and analyzing the company's financial strengths and weaknesses. With his
extensive background in finance and business, he is well-equipped to provide strategic guidance that will drive
the company's growth and success.

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 Overall, our CFO's unique blend of technical and business skills, combined with his deep experience in finance
and supply chain management, make him an exceptional leader who is well-suited to guide our organization
through the challenges and opportunities of the business landscape.

Mr. Deepak Kumar (Company Secretary & Compliance Officer)

Mr. Deepak Kumar is the Company Secretary & Compliance Officer of our Company. He holds a Master’s
degree & Graduation in commerce from CCS University, Meerut. He is also a member of the Institute of
Company Secretaries of India. He has over 5 years of experience in Secretarial, Legal and Listed Compliances.
Prior to joining our Company, he was working with CCL International Limited.

Remuneration paid to the KMPs during the previous F.Y is as follows:

(Rs. In Lakhs)
Sr. Remuneration Paid for
Name Designation
No. FY 2022-23
1. Mr. Ashish Tomar Managing Director 520.00
2. Mr. Gajendra Parihar Chief Financial Officer 8.00
(appointed w.e.f.
December 23, 2022)
3. Mr. Anup Kumar Pandey Company Secretary & 1.05
Compliance Officer (appointed w.e.f. August
(Resigned w.e.f. from July 05, 01, 2022)
2023)
4. Mr. Deepak Kumar Company Secretary & Since he was appointed as
Compliance Officer on July 05, 2023, no
remuneration has been
paid for the said period.

RELATIONSHIP BETWEEN KEY MANAGERIAL PERSONNEL

There is no family relationship between the Key Managerial Personnel except as described below:
Name of Director Designation Relation
Promoter & Managing Brother-in-Law of our Chief Financial Officer – Mr.
Mr. Ashish Tomar
Director Gajendra Parihar
Brother-in-Law of our Promoter cum Managing
Mr. Gajendra Parihar Chief Financial Officer
Director – Mr. Ashish Tomar

FAMILY RELATIONSHIPS OF DIRECTORS WITH KEY MANAGERIAL PERSONNEL

There is no family relationship between the Directors of our Company and the Key Managerial Personnel of our
Company except as described below:

Name of Director Designation Relation

Promoter & Chairman cum Father of our Promoter cum Managing Director – Mr.
Mr. Ramveer Singh
Executive Director Ashish Tomar
Son-in-Law of our Promoter cum Managing Director –
Mr. Gajendra Parihar Chief Financial Officer
Mr. Ashish Tomar
Wife of our Promoter cum Managing Director – Mr.
Ms. Kritika Tomar Whole time Director
Ashish Tomar
SHAREHOLDING OF THE KEY MANAGERIAL PERSONNEL
None of the KMPs hold any Equity shares of our Company as on the date of this Red Herring Prospectus except
the following:

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 Sr.
Name of the Shareholder Designation No. of Shares held
No.
1. Mr. Asish Tomar Managing Director 10,000
2. Mr. Gajendra Parihar Chief Financial Officer 5,000
3. Mr. Deepak Kumar Company Secretary & Compliance Officer -
BONUS OR PROFIT-SHARING PLAN OF THE KEY MANAGERIAL PERSONNEL
Our Company has not entered into any bonus or profit-sharing plan with any of the Key Managerial Personnel.
LOANS TO KEY MANAGERIAL PERSONNEL
No loans and advances have been given to the Key Managerial Personnel as on the date of this Red Herring
Prospectus.
INTEREST OF KEY MANAGERIAL PERSONNEL
The key managerial personnel of our Company do not have any interest in our Company other than to the extent
of the remuneration or benefits to which they are entitled to as per their terms of appointment and reimbursement
of expenses incurred by them during the ordinary course of business and to the extent of Equity Shares held by
them in our Company, if any.
Except as disclosed in this Red Herring Prospectus, none of our key managerial personnel have been paid any
consideration of any nature from our Company, other than their remuneration, reimbursement of expenses, lease
rent on vehicles and interest on loan, if any.
Our Key Managerial Personnel have no interest in any property acquired by our Company within two years of the
date of this Red Herring Prospectus.
CHANGES IN KEY MANAGERIAL PERSONNEL DURING LAST THREE (3) YEARS
The changes in the key managerial personnel in the last three years are as follows:

Name of Key
Designation Date of Event Reason
Managerial Personnel
Chief Financial Appointment of Chief Financial
Mr. Gajendra Parihar December 23, 2022
Officer Officer
Appointment of Company
Company Secretary &
Mr. Anup Kumar Pandey December 23, 2022 Secretary and Compliance
Compliance Officer
Officer
Change in Designation as
Mr. Ashish Tomar Managing Director December 23, 2022
Managing Director
Resignation from the post of
Company Secretary &
Mr. Anup Kumar Pandey July 05, 2023 Company Secretary and
Compliance Officer
Compliance Officer
Appointment of Company
Company Secretary &
Mr. Deepak Kumar July 5, 2022 Secretary and Compliance
Compliance Officer
Officer

Other than the above changes, there have been no changes to the key managerial personnel of our Company that
are not in the normal course of employment.
ESOP/ESPS SCHEME TO EMPLOYEES
Presently, our company does not have any ESOP/ESPS Scheme for employees.

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PAYMENT OR BENEFIT TO OUR OFFICERS
Except as disclosed in the chapter titled “Financial Statements” beginning on page 318, no amount or benefit has
been paid or given within the two preceding years or is intended to be paid or given to any of our officers except
the normal remuneration for services rendered as officers or employees.

FRAUDULENT BORROWERS

Our Directors and promoters / promoter group are not declared as “Fraudulent Borrowers” by the lending banks
or financial institutions or consortium, in terms of RBI master circular dated July 01, 2016.

STRUCK-OFF COMPANIES BY ROC

We hereby confirm that none of the directors, promoter and promoter group persons is appearing in the list of
directors of struck-off companies by ROC/ MCA and neither the promoter group companies and group companies
is appearing in the list of struck-off companies by ROC/ MCA except as follows:

For Issuer Company: EMS Limited

Name Category Name of Companies Strike-off

UEM Gayespur Project Private
Mr. Neeraj Srivastava Executive Director
Limited

For Group Entity: Mirzapur Ghazipur STPS Private Limited

Name Category Name of Company Strike-off

Mr. Ashhu Garg Director Mosinzhstroi India Private Limited

For Group Entity: Brijbihari Pulp and Paper Private Limited

Name Category Name of Company Strike-off

Transparency Media Private
Ms. Rita Kapoor Director
Limited

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 OUR PROMOTERS AND PROMOTERS GROUP

OUR PROMOTERS

Mr. Ramveer Singh and Mr. Ashish Tomar is the Promoters of our Company. Our Promoters are currently holding
an aggregate of 4,59,80,000 Equity Shares, aggregating to 94.61% of the pre-Issue issued, subscribed and paid-
up Equity Share capital of our Company. For further details, see “Capital Structure” on page no. 108.

The details of our Promoters is as under:

Mr. Ram Veer Singh

Ramveer Singh, aged 60 years is the Promoter and Chairman of our
Company.

For details of his educational qualifications, experience, other directorships,

positions / posts held in the past and other directorships and special
achievements, see the chapter titled “Our Management” on page no. 277.

Date of Birth: August 06, 1952

Permanent Account Number: AIUPS2465F

Address: R-14/120, Raj Nagar, Ghaziabad, Kavi Nagar, Uttar Pradesh –

201002, India

Mr. Ashish Tomar

Ashish Tomar, aged 34 years is the Promoter and Managing Director of our
Company.

For details of his educational qualifications, experience, other directorships,

positions / posts held in the past and other directorships and special
achievements, see the chapter titled “Our Management” on page no. 277.

Date of Birth: October 02, 1988

Permanent Account Number: AHGPT4972R

Address: R-14/120 Raj Nagar Ghaziabad, New Raj Nagar, Uttar Pradesh –
201002, India

Change in Control of our Company

There has not been any change in the control of our Company in the five years immediately preceding the date of
this Red Herring Prospectus.

Experience of our Promoters in the business of our Company

For details in relation to experience of our Promoters in the business of our Company, please see “Our
Management” on page no. 277.

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Material Guarantees

Except as disclosed below, Other than the guarantees provided by our Promoters in relation to certain of our
borrowings as and when required, our Promoters have not given any material guarantees to any third parties as on
the date of this Red Herring Prospectus. For details of our borrowings see, “Financial Indebtedness” and “Restated
Consolidated Financial Statements” beginning on pages no. 402 and 318.

Sr. No. Bank Name Guarantee

Kotak Mahindra Bank Limited Personal Guarantee given by Mr. Ramveer Singh and Mr.
1
Ashish Tomar
Punjab National Bank Limited Personal Guarantee given by Mr. Ramveer Singh –

Residential Property no. 174, Block A, Sector-72, Noida,

Uttar Pradesh, India, owned by Mr. Ramveer Singh.
2
Commercial Property No. C-88, Raj Nagar district Centre,
Ghaziabad, co-owned by Mr. Ramveer Singh.

Axis Bank Limited Personal Guarantee given by Mr. Ramveer Singh and Mr.
3
Ashish Tomar
Bank of India Limited Personal Guarantee given by Mr. Ramveer Singh and Mr.
4
Ashish Tomar
ICICI Bank Limited Personal Guarantee given by Mr. Ramveer Singh and Mr.
5
Ashish Tomar
HDFC Bank Limited Personal Guarantee given by Mr. Ramveer Singh and Mr.
6
Ashish Tomar

There are no any other clauses/covenants in the guarantee agreements, which are material as on the date of Red
Herring Prospectus.

Interest of our Promoters

Our Promoters are interested in our Company to the extent that he has promoted our Company and to the extent
of his shareholding in our Company, his directorship in our Company and the dividends payable and any other
distributions in respect of their respective shareholding in our Company. Our Promoters are also interested to the
extent of shareholding of his relatives in our Company. For further details of the shareholding of our Promoters
in our Company, see “Capital Structure - Build-up of the Promoters’ shareholding in our Company” beginning on
page 111-112.

Additionally, our Promoters may be interested in transactions entered into by our Company with other entities (i)
in which our Promoters hold shares, or (ii) controlled by our Promoters.

For further details of interest of our Promoters in our Company, see “Financial Information” – “Related party
transactions” on page 361.

Our Promoters may also be deemed to be interested to the extent of the remuneration, benefits and reimbursement
of expenses payable to them as Directors on our Board. For further details, see “Our Management” on page 277.
Except Mr. Ramveer Singh and Mr. Ashish Tomar who are the Promoters of our Company, none of our other
Directors or Group Companies has any interest in the promotion of our Company.

Our Promoters are not interested as a member of a firm or company, and no sum has been paid or agreed to be
paid to our Promoters or to any firm or company in cash or shares or otherwise by any person either to induce him

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to become, or to qualify him as a directors, promoters or otherwise for services rendered by such Promoters or by
such firm or company, in connection with the promotion or formation of our Company.

Except to the extent of their Directorship and shareholding in our Group Companies, our Promoters do not have
any interest in any venture that is involved in any activities similar to those conducted by our Company. For
further details, see “Our Management” beginning on page 277.

Except as disclosed in Intellectual property under chapter titled “Our business” on page no. 213. Our Promoter is
not interested in any other entity which holds any intellectual property rights that are used by our Company.

Interest of Promoters in the Property, land, construction of building and supply of machinery

Except as stated in the section “Our Business” and “Financial Information”, beginning on page nos. 213 and 318,
respectively, our Promoters are not interested in the properties acquired by our Company within the preceding
three years from the date of this Red Herring Prospectus or proposed to be acquired by it, or in any transaction by
our Company with respect to the acquisition of land, construction of building or supply of machinery, other than
in the normal course of business.

Payment of Amounts or Benefits to the Promoters or Promoters Group During the last two years

Except as stated in the section “Related Party Transactions - Financial Information” on page no. 361, there has
been no payment of benefits paid or given to our Promoters or Promoters Group during the two years preceding
the date of this Red Herring Prospectus nor is there any intention to pay or give any amount or benefit to our
Promoters or members of our Promoters Group. The remuneration to the Promoters is being paid in accordance
with their respective terms of appointment.

OUR PROMOTERS GROUP

In addition to our Promoters, the following individuals, companies, partnerships and HUFs, etc. form part of our
Promoters Group in terms of Regulation 2(1) (pp) of the SEBI ICDR Regulations:

A. Natural Persons who are Part of the Promoters Group

The following individuals form part of our Promoters Group:

Sr. Relationship with the

Name of the Promoters Name of the Relative
No. Promoters
1. Mr. Ramveer Singh Ashish Tomar Father
2. Mr. Ashish Tomar Ram Veer Singh Son

B. Individuals forming part of our Promoter Group

The individuals forming a part of our Promoter Group are as follows:

Sr.
Relationship Mr. Ashish Tomar Mr. Ramveer Singh
No.
1. Father Ramveer Singh Late Shri Babu Ram
2. Mother Nirmala Tomar Late Smt. Parwati Devi
3. Spouse Kritika Tomar Nirmala Tomar
4. Brother NA NA
Smt. Rajkali, Smt. Choto, Smt. Kamlesh,
5. Sister Sakshi Tomar Parihar
Smt. Anita

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 Arjun Tomar, Aditya Tomar, Ananya
6. Children Ashish Tomar, Sakshi Tomar Parihar
Tomar
7. Spouse Father Akhlesh Kumar Late Shri Dharam Pal
8. Spouse Mother Devmala Late Smt. Braham Kaur
Shri Bikram Singh, Late Shri Ranbir
9. Spouse Brother Kunal Singh
Singh
10. Spouse Sister NA Late Smt. Urmila, Smt. Suresh

C. Companies / Corporate Entities Forming Part of the Promoters Group

The following Companies/ JV/ Trusts/ Partnership firms/HUFs or Sole Proprietorships are forming part of our
Promoters Group.

Indian Companies (Body Corporate, Trust, LLP, HUF, Firm and JVs)

Sr. No. Name of Promoters Group Entity/ Company

1. EMS Infratech Private Limited
2. EMS Infrastructure Private Limited
3. EMS Realtech Private Limited
4. Pollux Realtech Private Limited
5. Eminence Realtech Private Limited
6. EMS Green Energy Private Limited
7. Canary Infrastructure Private Limited
8. Primatech Infrastructure Private Limited
9. SK UEM Water Projects Private Limited
10. Summit Constructions Private Limited
11. Trident Infracon Private Limited
12. Mirzapur Ghazipur STPS Private Limited
13. EMS-TCP JV Private Limited
14. EMS Singh JV
15. EMS Himal Hydro JV
16. EMS Constructions (Partnership Firm)
17. Brijbihari Pulp and Paper Private Limited
18. EMS Realtor (Partnership Firm)
19. VVIP EMS Infrahome (Partnership Firm)

D. Companies related to our Promoter Company;

Nature of Relationship Name of Entities

Subsidiary or holding company of Promoter Company NA

Any Body corporate in which promoter (Body Corporate) holds 20% or

more of the equity share capital or which holds 20% or more of the equity NA
share capital of the promoter (Body Corporate).
Any Body corporate in which a group or individuals or companies or
combinations thereof which hold 20% or more of the equity share capital in
NIL
that body corporate also hold 20% or more of the equity share capital of the
issuer.

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Companies with which the Promoters 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 except for resigning from the board of certain Promoters Group
companies.

Shareholding of the Promoters Group in our Company

For details of shareholding of members of our Promoters 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. 109-110.

Confirmations and Undertakings

We confirm that the Permanent Account Number, Bank Account number, Passport number, Aadhaar card number
and driving license number of our Promoters have been submitted to the Stock Exchange(s) at the time of filing
of this Red Herring Prospectus.

Our Promoters and the members of our Promoters Group have confirmed that they have not been identified as
wilful defaulters or a fraudulent borrower by the RBI or any other governmental authority.

Our Promoters has not been declared as a fugitive economic offender under the provisions of section 12 of the
Fugitive Economic Offenders Act, 2018.

None of (i) our Promoters and members of our Promoters 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 Promoters are or were
associated as a promoters, 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.

Outstanding Litigation

There is no outstanding litigation against our Promoters except as disclosed in the section titled “Risk Factors”
and chapter titled “Outstanding Litigation and Material Developments” beginning on page no. 32 and 440
respectively.

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 OUR JOINT VENTURE

Except as mentioned below, our Company do not have any Joint Venture as on the date of this Red Herring
Prospectus:

1. EMS-TCP JV Private Limited

Nature of the Project: This is a Special Purpose Vehicle (SPV).

Details of the Project:

The company is engaged in contractor business activities. To control, acquire, manage, develop, construction of
work of Water Supply Distribution Network Improvement with House Service connections for Non- revenue water
reduction and continuous water supply and providing sewer network with house connections, construction of
sewage treatment plant and allied work and operation services of the entire system for 10 years at External Aided
Project, Rajasthan Urban Drinking Water sewerage and Infrastructure Corporation Limited.

To undertake the development work and in particular treatment and disposal of sewage and setting up of
underground drainage system and to conceive, plan, survey, design, study and evaluate all steps, process,
techniques and methods, construct, erect and lay down any buildings, engines, pumps, sewers, tanks, drains,
culverts, channels, sewage treatment plant or other work required for any of the above purpose and to acquire, buy,
lease, hire, exchange or otherwise deal in all kinds of properties including private and Government properties for
any of the above purpose.

To carry on the business of developing, maintain and operating of roads, highway projects, express ways, intra-
urban roads and/ or peri-urban roads like ring road and / or urban by passes, fly over, subways, port, inland
waterways and inland ports, water supply projects, irrigation projects, sanitation and sewerage system, water
treatment system or any other public facility of similar nature.

About Joint Venture Partner:

M/s Tirupati Cement Products (“TCP”) is a partnership firm incorporated 21st February 1995, having its office
situated at c-60, Community Center, Janakpuri, Delhi – 110058. The firm is engaged in contractor & builder
business activities & is specialised in water supply & sewerage works.

Company’s share in the joint venture:

Name of the Directors Share in the JV % of holding

EMS Limited 3,69,999 73.99%
Mukesh Kumar Aggarwal on behalf of TCP 1,30,000 26.00%
Mr. Ashish Tomar (Nominee on Behalf of EMS Limited 01 0.01%

Key financials of the JV are as under:

(Rs in Lacs)
31.03.2023 31.03.2022
S. No. Particulars
(Audited) (Audited)
1. Turnover 123.70 130.81
2. Net Profit 280.60 300.34
3. Capital Account 50.00 50.00
4. Net Worth 642.75 362.15

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2. EMS Singh JV

This JV was formed in January 2018 between EMS Limited (Formally known as M/s EMS Infracon Pvt Ltd) &
M/s Singh Enterprises for the purpose of bidding & executing the construction of interception & diversion work
of Sewage Treatment Plant of Capacity of 11 MLD along with its operation & maintenance for 15 years for
Mokama Town, Bihar.

About Joint Venture Partner:

Singh Enterprises is a proprietorship firm headed by MR. RANJAN KUMAR. This firm has started in the year of
1996 with a very small work of Railway Signalling and now its turnover is about 43 Carors. Mr. Ranjan Kumar
Spread own business other than Railway like Interior Designer work in Bulding Division.

The shareholding of both the JV Partners is as under:-

S. No. Name of JV Partner Shareholding

1. EMS Limited 1%
(Formally known as M/s EMS Infracon Pvt Ltd) – Lead Partner
2. M/s Singh Enterprises (JV Partner) 99%
Total 100

Key Financials of the JV are as under: -

(Rs in Lacs)
31.03.2023 31.03.2022
S. No. Particulars
(Audited) (Audited)
1. Turnover 952.19 723.70
2. Net Profit 42.42 30.02
3. Capital Account 152.38 109.97
4. Net Worth 152.38 109.97

3. EMS Himal Hydro JV

This entity was formed in September 2014 between EMS Limited (Formally known as M/s EMS Infracon Pvt
Ltd) & M/s Himal Hydro & General Construction Ltd. for the purpose of bidding & executing the following
works:-

- Providing, Laying, Jointing, Testing and Commissioning and allied works of Secondary Sewerage System
to connect the Secondary Sewerage outfalls discharging the sewage in Khan & Saraswati Rivers of City to
the Primary Sewerage network under Simhasth 2016 works.

- Providing, Laying, Jointing, Testing and Commissioning of Secondary Sewerage System to connect the
Secondary Sewerage outfalls discharging the sewage in six nallas namely Bahmori, Sakkarkhedi, Piliakhal,
Palasia, Azad Nagar, Tulsi Nagar of city to Primary Sewerage network under JNNURM.

About Joint Venture Partner:

M/s Himal Hydro & General Construction Limited is a public limited company, incorporated on 27 th, January,
2015 having its head office situated at Steel Tower, Jawalakhel, Lalitpur, Nepal. The registered/liaison office of
the company in India is situated at A-102, Sector – 65, Noida, UP. The company is engaged in contractor business.

Shareholding of Himal Hydro & General Construction Limited:

S. No. Name of Shareholder Number of Shares %

1. Government of Nepal, Ministry of Water 2,55,528 10.60
Resoucres
2. United Mission of Nepal 2,75,905 11.45

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 3 Nepal Jalabidyut Prabardhan Tatha Bikas Ltd 18,76,256 77.85
4 Other Individuals 2,310 0.10
Total 24,09,999 100.00

The shareholding of both the JV Partners is as under:-

S. No. Name of JV Partner Shareholding

1. EMS Limited 51%
(Formally known as M/s EMS Infracon Pvt Ltd) – Lead Partner
2. Himal Hydro & General Construction Ltd. 49%
(JV Partner)
Total 100

Key Financials of the JV are as under: -

(Rs in Lacs)
31.03.2023 31.03.2022
S. No. Particulars
(Audited) (Audited)
1. Turnover 293.66 969.81
2. Net Profit (123.15) 54.64
3. Capital Account (314.36) (210.68)
4. Net Worth (314.36) (210.68)

4. Mirzapur Ghazipur STPS Private Limited

Mirzapur Ghazipur STPs Private Limited is a private limited company, incorporated on 15th March 2021, within
the meaning of the Companies Act 2013. The CIN No of the company is U90009DL2021PTC378546 & its
registered office is situated at 701, DLF Tower A, Jasola, Delhi - 110025.

The company is engaged in development & installation of Sewerage Treatment Plant & at present executing
Hybrid Annuity Model (HAM) project having total cost of Rs 292.52 crores, in which O & M is of Rs 74.89
crores. This project has also been funded by HDFC Bank by Rs 45.00 crores in the form of term loan.

About the Joint Venture Partner:

M/s Mirzapur Ghazipur STPs Pvt Ltd is a private Limited Company, incorporated on 15 th March 2021 with CIN
– U90009DL2021PTC378546 having its registered office situated at 701, DLF Tower A, Jasola, New Delhi –
110025. The company is engaged in sewerage contractor business & its presently executing HAM project at
Mirzapur & Ghazipur.

The shareholding of both the JV Partners is as under:-

S. No. Name of JV Partner Shareholding

1. EMS Limited 60%
(Formally known as M/s EMS Infracon Pvt Ltd) – Lead Partner
2. Emit Group-Erocle Marelli Impianti Technologies S.R.L. 40%
(JV Partner)
Total 100

Key Financials of the JV are as under: -

(Rs in Lacs)
31.03.2023 31.03.2022
S. No. Particulars
(Audited) (Audited)
1. Turnover 6,995.06 -
2. Net Profit 108.58 -
3. Capital Account 1.00 1.00
4. Net Worth 108.86 0.27

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 OUR SUBSIDIARIES

Except as mentioned below, our Company do not have any Subsidiaries as on the date of this Red Herring
Prospectus:

1. SKUEM Water Projects Private Limited

SUWPL was incorporated on March 30, 2012 under the provisions of Companies Act, 1996. The Registered
Office of SUWPL is situated at 701 DLF Tower - A, Jasola New Delhi, New Delhi-110025, India. The CIN of
SUWPL is U45204DL2010PTC211603.

This is a SPV (Special Purpose Vehicle) company to control, acquire, manage, develop and O & M of waste water
Collection System and Common Effluent Treatment Plant (Project) at Integrated Industrial Estate (IIE), Haridwar
on BOT (Build Operate and Transfer) basis for a concession period of 30 years.

Audited Financial Information

The details of the reserves (excluding revaluation reserves), sales, profit/ (loss) after tax, basic earnings per share,
diluted earnings per share and net asset value per share derived from the audited financial statements of SUWPL
for the financial years ended March 31, 2023, March 31, 2022 and March 31, 2021 in terms of the SEBI ICDR
Regulations are available on its website at www.ems.co.in.

Key financials:
(Rs in Lakhs)
31.03.2023 31.03.2022 31.03.2021
S. No. Particulars
(Audited) (Audited) (Audited)
1 Share Capital 86.50 86.50 86.50
2 Other Equity/Reserve & Surplus 625.95 444.60 324.00
3 Net Worth 712.45 531.10 410.50
4 Total Income 1,104.89 878.62 733.65
5 Profit Before Tax 246.36 166.64 117.46
6 Tax 65.01 46.04 31.31
7 Profit After Tax 181.35 126.60 86.15
8 Earning Per Shares (In Rs.) 20.97 13.94 9.95
9 Net Asset Value (In Rs.) 82.36 61.40 47.46

Shareholding Pattern of the Company:

S. No. Name of Shareholders No. of Shares %

EMS Limited
1. 8,65,000 100.00
(Formally known as M/s EMS Infracon Pvt Ltd)
Total 8,65,000 100.00

2. Canary Infrastructure Private Limited

CIPL was incorporated on January 17, 2006 under the provisions of Companies Act, 1996. The Registered Office
of CIPL is situated at 701 DLF Tower - A, Jasola New Delhi, New Delhi-110025, India. The CIN of CIPL is
U45201DL2006PTC144960.

To carry on in India or elsewhere the business to construct, reconstruct, build, rebuild, alter, acquire, develop and
turn to account all types of buildings, multiplexes. Colonies, complexes. shopping malls, clubs, entertainment
plazas, hotels, hospitals, colonies, werehouses, shops, factories and furnishing, fitting up and improving buildings
draining.

306 | P a g e
Audited Financial Information

The details of the reserves (excluding revaluation reserves), sales, profit/ (loss) after tax, basic earnings per share,
diluted earnings per share and net asset value per share derived from the audited financial statements of CIPL for
the period financial years ended March 31, 2023, March 31, 2022 and March 31, 2021 in terms of the SEBI ICDR
Regulations are available on its website at www.ems.co.in.

Key financials:
(Rs in Lakhs)
31.03.2023 31.03.2022 31.03.2021
S. No. Particulars
(Audited) (Audited) (Audited)
1 Share Capital 1.00 1.00 1.00
2 Other Equity/Reserve & Surplus (2.14) (2.02) (1.90)
3 Net Worth (1.14) (1.02) (0.90)
4 Total Income - - -
5 Profit Before Tax (0.12) (0.12) (0.19)
6 Tax - - -
7 Profit After Tax (0.12) (0.12) (0.19)
8 Earning Per Shares (In Rs.) (1.20) (1.20) (1.90)
9 Net Asset Value (In Rs.) (11.40) (10.20) (9.00)

Shareholding Pattern of the Company:

S. No. Name of Shareholders No. of Shares %

EMS Limited
1. 10,000 100.00
(Formally known as M/s EMS Infracon Pvt Ltd)
Total 10,000 100.00

3. EMS Green Energy Private Limited

EGEPL was incorporated on November 02, 2018 under the provisions of Companies Act, 2013. The Registered
Office of EGEPL is situated at 701 DLF Tower - A, Jasola New Delhi, New Delhi-110025, India. The CIN of
EGEPL is U40106DL2018PTC341513.

Audited Financial Information

The details of the reserves (excluding revaluation reserves), sales, profit/ (loss) after tax, basic earnings per share,
diluted earnings per share and net asset value per share derived from the audited financial statements of EGEPL
for the financial years ended March 31, 2023, March 31, 2022 and March 31, 2021 in terms of the SEBI ICDR
Regulations are available on its website at www.ems.co.in.

Key financials:
(Rs in Lakhs)
31.03.2023 31.03.2022 31.03.2021
S. No. Particulars
(Audited) (Audited) (Audited)
1 Share Capital 10.00 10.00 10.00
2 Other Equity/Reserve & Surplus (2.84) (2.72) (2.45)
3 Net Worth 7.16 7.28 7.55
4 Total Income - - -
5 Profit Before Tax (0.12) (0.13) (0.10)
6 Tax - - -
7 Profit After Tax (0.12) (0.13) (0.10)
8 Earning Per Shares (In Rs.) (0.12) (0.13) (0.10)
9 Net Asset Value (In Rs.) 7.16 7.28 7.55

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Shareholding Pattern of the Company:

S. No. Name of Shareholders No. of Shares %

EMS Limited
1. 99,990 99.99
(Formally known as M/s EMS Infracon Pvt Ltd)
Total 99,990 99.99

FOLLOWING ARE THE PARTNERSHIP FIRMS:

EMS REALTORS

EMS Realtors is a partnership firm, formed on 29th October, 2021. The registered office of the firm is situated at
C-88, IInd Floor, RDC, Raj Nagar, Ghaziabad, UP – 201001. The firm is formed with the objective of doing real
estate business activities.

EMS CONSTRUCTION

EMS Constructions is a partnership firm, formed on 04th August, 2021. The registered office of the firm is situated
at C-88, IInd Floor, RDC, Raj Nagar, Ghaziabad, UP – 201001. The firm is formed with the objective of doing
construction business activities.

VVIP EMS INFRAHOME

VVIP EMS Infrahome is a partnership firm, formed on 18th January, 2023. The registered office of the firm is
situated at VVIP Style Mall, 5th Floor, Raj Nagar Extn., Ghaziabad-201002 (Uttar Pradesh). The firm is formed
with the objective to carry on the business of Real Estate, Construction of Commercial/Residential Complex,
Buildings and Flats, Sale and Purchase of Flats, Plots, Vilas, Farm Houses Etc.

308 | P a g e
 OUR GROUP COMPANIES

In terms of the SEBI ICDR Regulations and pursuant to the resolution passed by our Board at its meeting held on
March 25, 2023 the term “group companies”, includes (i) such companies (other than joint ventures) with which
there were related party transactions during the period for which financial information is disclosed, as covered
under applicable accounting standards, and (ii) any other companies considered material by the board of directors
of the relevant issuer company.

Accordingly, all such companies with which our Company had related party transactions as per the Restated
Consolidated Financial Statements, as covered under the relevant accounting standard (i.e. Ind AS 24) have been
considered as group companies in terms of the SEBI ICDR Regulations.

Accordingly, in terms of the policy adopted by our Board of Directors for determining group companies (other
than Joint Venture & Subsidiaries), we have set out below the details of our Group Companies. Our Board of
Directors has also approved that, as on the date of the aforesaid resolution, there are no other group companies of
our Company other than the companies disclosed below:

➢ EMS Infrastructure Private Limited

➢ EMS Infratech Private Limited
➢ EMS Realtech Private Limited
➢ Pollux Realtech Private Limited
➢ Eminence Realtech Private Limited
➢ Primatech Infrastructure Private Limited
➢ Summit Constructions Private Limited
➢ Trident Infracon Private Limited
➢ Brijbihari Pulp and Paper Private Limited

In accordance with the SEBI ICDR Regulations, certain financial information in relation to our Group Companies
for the previous three financial years, extracted from their respective audited financial statements (as applicable)
are available at the websites indicated below.

Our Company is providing links to such website solely to comply with the requirements specified under the SEBI
ICDR Regulations.

DETAILS OF OUR GROUP COMPANIES

1. EMS Infrastructure Private Limited (EMSIPL)

EMSIPL was incorporated on August 27, 2013 under the provisions of Companies Act, 1956. The Registered
Office of EMSIPL is situated at 701, Tower - A DLF Towers, Jasola, New Delhi-110025, India. The CIN of
EMSIPL is U70101DL2013PTC256993.

To carry on the business of Developers, Contractors, Builders, Construction and Real Estate activity and to carry
on the business of construction of residential houses, commercial buildings, flats and factory's sheds and buildings
in or out side of India and to act as builders, colonisers and civil and constructional contractors.

Audited Financial Information

The details of the reserves (excluding revaluation reserves), sales, profit/ (loss) after tax, basic earnings per share,
diluted earnings per share and net asset value per share derived from the audited financial statements of EIPL for
the financial years ended March 31, 2023, March 31, 2022 and March 31, 2021 in terms of the SEBI ICDR
Regulations are available on its website at https://ems.co.in/group-company.

309 | P a g e
Key financials:
(Rs in Lakhs)
31.03.2023 31.03.2022 31.03.2021
S. No. Particulars
(Audited) (Audited) (Audited)
1 Share Capital 2.00 2.00 2.00
2 Other Equity/Reserve & Surplus 1,928.99 1,377.00 1,256.38
3 Net Worth 1,930.99 1,379.00 1,258.38
4 Total Income 5,347.22 844.76 3,359.90
5 Profit Before Tax 741.46 171.30 824.25
6 Tax 189.46 50.59 214.66
7 Profit After Tax 552.00 120.62 609.58
8 Earning Per Shares (In Rs.) 2,760.00 603.08 3,047.90
9 Net Asset Value (In Rs.) 9,654.95 6,895.00 6,291.90

Shareholding Pattern of the Company:

S. No. Name of Shareholders No. of Shares %

1 Ashish Tomar 5,000 25.00
2 Ramveer Singh 5,000 25.00
3 Gajendra Parihar 5,000 25.00
4 Sakshi Tomar Parihar 5,000 25.00
Total 99,990 100.00

2. EMS Infratech Private Limited (EIPL)

EIPL was incorporated on July 23, 2013 under the provisions of Companies Act, 1956. The Registered Office of
EIPL is situated at 701, Tower - A DLF Towers, Jasola New Delhi, New Delhi-110025, India. The CIN of EIPL
is U70102DL2013PTC255701.

To carry on the business of Developers, Contractors, Builders, Construction and Real Estate activity and to carry
on the business of construction of residential houses, commercial buildings, flats and factory's sheds and buildings
in or out side of India and to act as builders, colonisers and civil and constructional contractors.

Audited Financial Information

The details of the reserves (excluding revaluation reserves), sales, profit/ (loss) after tax, basic earnings per share,
diluted earnings per share and net asset value per share derived from the audited financial statements of EIPL for
the financial years ended March 31, 2023, March 31, 2022 and March 31, 2021 in terms of the SEBI ICDR
Regulations are available on its website at https://ems.co.in/group-company.

Key financials:
(Rs in Lakhs)
31.03.2023 31.03.2022 31.03.2021
S. No. Particulars
(Audited) (Audited) (Audited)
1 Share Capital 1.00 1.00 1.00
2 Other Equity/Reserve & Surplus (1.80) (1.68) (1.55)
3 Net Worth (0.80) (0.68) (0.55)
4 Total Income - - -
5 Profit Before Tax (0.12) (0.12) (0.19)
6 Tax - - -
7 Profit After Tax (0.12) (0.12) (0.19)
8 Earning Per Shares (In Rs.) (1.20) (1.20) (1.90)
9 Net Asset Value (In Rs.) (8.00) (6.80) (5.50)

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Shareholding Pattern of the Company:

S. No. Name of Shareholders No. of Shares %

1. Ashish Tomar 5,000 50.00
2. Ramveer Singh 5,000 50.00
Total 10,000 100.00

3. EMS Realtech Private Limited (EMSRPL)

EMSRPL was incorporated on July 17, 2013 under the provisions of Companies Act, 1956. The Registered Office
of EMSRPL is situated at 701, Tower - A DLF Towers, Jasola New Delhi, New Delhi-110025, India. The CIN of
EMSRPL is U70109DL2013PTC255488.

The company was incorporated to do contractor business activities, however at present there is no business activity
in the company. The company is also not having any credit facility from any bank or financial institution.

Audited Financial Information

The details of the reserves (excluding revaluation reserves), sales, profit/ (loss) after tax, basic earnings per share,
diluted earnings per share and net asset value per share derived from the audited financial statements of EIPL for
the financial years ended March 31, 2023, March 31, 2022 and March 31, 2021 in terms of the SEBI ICDR
Regulations are available on its website at https://ems.co.in/group-company.

Key financials:
(Rs in Lakhs)
31.03.2023 31.03.2022 31.03.2021
S. No. Particulars
(Audited) (Audited) (Audited)
1 Share Capital 1.00 1.00 1.00
2 Other Equity/Reserve & Surplus (1.79) (1.68) (1.55)
3 Net Worth (0.79) (0.68) (0.55)
4 Total Income - - -
5 Profit Before Tax (0.12) (0.13) (0.19)
6 Tax - - -
7 Profit After Tax (0.12) (0.13) (0.19)
8 Earning Per Shares (In Rs.) (1.20) (1.30) (1.90)
9 Net Asset Value (In Rs.) (7.90) (6.80) (5.50)

Shareholding Pattern of the Company:

S. No. Name of Shareholders No. of Shares %

1. Ashish Tomar 5,000 50.00
2. Ramveer Singh 5,000 50.00
Total 10,000 100.00

4. Pollux Realtech Private Limited (PRPL)

PRPL was incorporated on July 17, 2013 under the provisions of Companies Act, 1956. The Registered Office of
PRPL is situated at 701, Tower - A DLF Towers, Jasola New Delhi, New Delhi-110025, India. The CIN of PRPL
is U70109DL2013PTC255484.

To carry on the business of Developers, Contractors, Builders, Construction and Real Estate activity. To carry on
the business of construction of residential houses, commercial buildings, flats and factory's sheds and buildings
in or out side of India and to act as builders, colonisers and civil and constructional contractors.

311 | P a g e
Audited Financial Information

The details of the reserves (excluding revaluation reserves), sales, profit/ (loss) after tax, basic earnings per share,
diluted earnings per share and net asset value per share derived from the audited financial statements of EIPL for
the financial years ended March 31, 2023, March 31, 2022 and March 31, 2021 in terms of the SEBI ICDR
Regulations are available on its website at https://ems.co.in/group-company.

Key financials:
(Rs in Lakhs)
31.03.2023 31.03.2022 31.03.2021
S. No. Particulars
(Audited) (Audited) (Audited)
1 Share Capital 1.00 1.00 1.00
2 Other Equity/Reserve & Surplus (1.94) (1.81) (1.61)
3 Net Worth (0.94) (0.81) (0.62)
4 Total Income - - -
5 Profit Before Tax (0.12) (0.20) (0.19)
6 Tax - - -
7 Profit After Tax (0.12) (0.20) (0.19)
8 Earning Per Shares (In Rs.) (1.20) (2.00) (1.90)
9 Net Asset Value (In Rs.) (9.40) (18.10) (6.20)

Shareholding Pattern of the Company:

S. No. Name of Shareholders No. of Shares %

1. Ashish Tomar 5,000 50.00
2. Ramveer Singh 5,000 50.00
Total 10,000 100.00

5. Eminence Realtech Private Limited (ERPL)

ERPL was incorporated on December 21, 2010 under the provisions of Companies Act, 1956. The Registered
Office of ERPL is situated at 701 DLF Tower - A, Jasola New Delhi, New Delhi-110025, India. The CIN of ERPL
is U45400DL2010PTC211610.

To carry on the business of real estate, builders, contractors, colonisers, centre, resorts, construction engineers,
designers, interior decorators, town and country planners, furnishers and commission agents. To undertake or
direct the construction and the management of the property, building, land and estates (of any tenure and any kind)
of any person, whether member of the company or not, in the capacity of stewards or receive or otherwise so as
to serve the society and nation as a whole.

Audited Financial Information

The details of the reserves (excluding revaluation reserves), sales, profit/ (loss) after tax, basic earnings per share,
diluted earnings per share and net asset value per share derived from the audited financial statements of EIPL for
the financial years ended March 31, 2023, March 31, 2022 and March 31, 2021 in terms of the SEBI ICDR
Regulations are available on its website at https://ems.co.in/group-company.

Key financials:
(Rs in Lakhs)
31.03.2023 31.03.2022 31.03.2021
S. No. Particulars
(Audited) (Audited) (Audited)
1 Share Capital 1.00 1.00 1.00
2 Other Equity/Reserve & Surplus (3.34) (3.22) (3.09)
3 Net Worth (2.34) (2.22) (2.09)
4 Total Income - - -

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 5 Profit Before Tax (0.12) (0.13) (0.20)
6 Tax - - -
7 Profit After Tax (0.12) (0.13) (0.20)
8 Earning Per Shares (In Rs.) (1.20) (1.30) (2.00)
9 Net Asset Value (In Rs.) (23.40) (22.20) (20.90)

Shareholding Pattern of the Company:

S. No. Name of Shareholders No. of Shares %

1. Ashish Tomar 5,000 50.00
2. Ramveer Singh 5,000 50.00
Total 10,000 100.00

6. Primatech Infrastructure Private Limited (PIPL)

PIPL was incorporated on December 21, 2010 under the provisions of Companies Act, 1956. The Registered
Office of PIPL is situated at 701 DLF Tower - A, Jasola New Delhi, New Delhi-110025, India. The CIN of PIPL
is U45204DL2010PTC211603.

To carry on the business of real estate, builders, contractors, colonisers, centre, resorts, construction engineers,
designers, interior decorators, town and country planners, furnishers and commission agents. To undertake or
direct the construction and the management of the property, building, land and estates (of any tenure and any kind)
of any person, whether member of the company or not, in the capacity of stewards or receive or otherwise so as
to serve the society and nation as a whole.

Audited Financial Information

The details of the reserves (excluding revaluation reserves), sales, profit/ (loss) after tax, basic earnings per share,
diluted earnings per share and net asset value per share derived from the audited financial statements of EIPL for
the financial years ended March 31, 2023, March 31, 2022 and March 31, 2021 in terms of the SEBI ICDR
Regulations are available on its website at https://ems.co.in/group-company.

Key financials:
(Rs in Lakhs)
31.03.2023 31.03.2022 31.03.2021
S. No. Particulars
(Audited) (Audited) (Audited)
1 Share Capital 1.00 1.00 1.00
2 Other Equity/Reserve & Surplus 231.52 232.10 234.43
3 Net Worth 232.52 233.10 235.43
4 Total Income - - 177.00
5 Profit Before Tax (0.59) (2.33) 176.77
6 Tax - - 48.02
7 Profit After Tax (0.59) (2.33) 128.75
8 Earning Per Shares (In Rs.) (5.90) (23.30) 1,287.50
9 Net Asset Value (In Rs.) 2,325.20 2,331.00 2,354.30

Shareholding Pattern of the Company:

S. No. Name of Shareholders No. of Shares %

1. Ashish Tomar 5,000 50.00
2. Ramveer Singh 4,000 40.00
3. Rashmi Kansal 1,000 10.00
Total 10,000 100.00

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7. Summit Constructions Private Limited (SCPL)

SCPL was incorporated on September 15, 1995 under the provisions of Companies Act, 1996. The Registered
Office of SCPL is situated at 701 DLF Tower - A, Jasola New Delhi, New Delhi-110025, India. The CIN of SCPL
is U74899DL1995PTC072492.

To purchase, acquire, take on Lease or in exchange or in any other such lawful manner any land, buildings and
structures and to develop the same and dispose of or maintain the same build town ship, makers, commercial
complex with all or related conveniences thereon and to equip the same or aay part other buildings or any related
amenities or conveniences such as drainage.

Audited Financial Information

The details of the reserves (excluding revaluation reserves), sales, profit/ (loss) after tax, basic earnings per share,
diluted earnings per share and net asset value per share derived from the audited financial statements of EIPL for
the financial years ended March 31, 2023, March 31, 2022 and March 31, 2021 in terms of the SEBI ICDR
Regulations are available on its website at https://ems.co.in/group-company.

Key financials:
(Rs in Lakhs)
31.03.2023 31.03.2022 31.03.2021
S. No. Particulars
(Audited) (Audited) (Audited)
1 Share Capital 23.75 23.75 23.75
2 Other Equity/Reserve & Surplus 16.24 16.39 16.51
3 Net Worth 39.99 40.14 40.26
4 Total Income - - -
5 Profit Before Tax (0.15) (0.13) (0.20)
6 Tax - - -
7 Profit After Tax (0.15) (0.13) (0.20)
8 Earning Per Shares (In Rs.) (0.06) (0.05) (0.08)
9 Net Asset Value (In Rs.) 16.84 16.90 16.95

Shareholding Pattern of the Company:

S. No. Name of Shareholders No. of Shares %

1. Nirmala Tomar 1,00,000 42.10
2. Ramveer Singh 1,37,520 57.90
Total 2,37,520 100.00

8. Trident Infracon Private Limited (TIPL)

TIPL was incorporated on July 17, 2013 under the provisions of Companies Act, 1996. The Registered Office of
TIPL is situated at 701 DLF Tower - A, Jasola New Delhi, New Delhi-110025, India. The CIN of TIPL is
U70102DL2013PTC255478.

To carry on the business of Developers, Contractors, Builders, Construction and Real Estate activity. To carry on
the business of construction of residential houses, commercial buildings, flats and factory's sheds and buildings
in or out side of India and to act as builders, colonisers and civil and constructional contractors.

Audited Financial Information

The details of the reserves (excluding revaluation reserves), sales, profit/ (loss) after tax, basic earnings per share,
diluted earnings per share and net asset value per share derived from the audited financial statements of EIPL for
the financial years ended March 31, 2023, March 31, 2022 and March 31, 2021 in terms of the SEBI ICDR
Regulations are available on its website at https://ems.co.in/group-company.

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Key financials:
(Rs in Lakhs)
31.03.2023 31.03.2022 31.03.2021
S. No. Particulars
(Audited) (Audited) (Audited)
1 Share Capital 1.00 1.00 1.00
2 Other Equity/Reserve & Surplus (1.72) (1.60) (1.49)
3 Net Worth (0.72) (0.60) (0.49)
4 Total Income - - -
5 Profit Before Tax (0.12) (0.11) (0.13)
6 Tax - - -
7 Profit After Tax (0.12) (0.11) (0.13)
8 Earning Per Shares (In Rs.) (1.20) (1.10) (1.30)
9 Net Asset Value (In Rs.) (7.20) (6.00) (4.90)

Shareholding Pattern of the Company:

S. No. Name of Shareholders No. of Shares %

1. Ashish Tomar 5,000 50.00
2. Ramveer Singh 5,000 50.00
Total 10,000 100.00

9. Brijbihari Pulp and Paper Private Limited

BPPL was incorporated on January 10, 2023 under the provisions of Companies Act, 1996. The Registered Office
of BPPL is situated at D-74/2, Loha Mandi Ghaziabad, UP-201001, India. The CIN of BPPL is
U21000UP2023PTC176721.

The company has been recently incorporated with the objective of manufacturing of duplex paper. The company
is not having any credit facility from any bank or financial institution.

Audited Financial Information

The details of the reserves (excluding revaluation reserves), sales, profit/ (loss) after tax, basic earnings per share,
diluted earnings per share and net asset value per share derived from the audited financial statements of EIPL for
the financial years ended March 31, 2023 in terms of the SEBI ICDR Regulations are available on its website at
https://ems.co.in/group-company.

Key financials:

The preparation of audited financials for the FY 2022-23 are under process as on date of this Red Herring
Prospectus.

Shareholding Pattern of the Company:

S. No. Name of Shareholders No. of Shares %

1. Brijbihari Concast Private Limited 5,000 50.00
2. Ramveer Singh 5,000 50.00
Total 10,000 100.00

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INTEREST OF GROUP COMPANIES

None of our Group Companies have any interest in the promotion of our Company.

None of our Group Companies are interested in the properties acquired by our Company in the three years
preceding the filing of this Red Herring Prospectus or proposed to be acquired by our Company.

None of our Group Companies are interested in any transactions for the acquisition of land, construction of
building or supply of machinery etc.

COMMON PURSUITS AMONG GROUP COMPANIES WITH OUR COMPANY

Except EMS Infrastructure Private Limited, Mirzapur Gazipur STPS Private Limited, EMS TCP JV Private
Limited, EMS Singh JV and EMS Himal Hydro JV which is also engaged in the similar line of business as our
Company; Our Company has not adopted any measures for mitigating such conflict situations.

Further, some of Group Companies may be empowered under their respective constitutional documents, to
undertake a similar line of business, currently there is no conflicting interest arising out of such the common
pursuits. We shall adopt necessary procedures and practices as permitted by law to address any instances of
conflict of interest, if and when they may arise.

RELATED BUSINESS TRANSACTION WITHIN THE GROUP COMPANIES AND SIGNIFICANCE ON

FINANCIAL PERFORMANCE OF OUR COMPANY

For details pertaining to business transactions, of our Company with our Group Companies, please refer “Related
Party Transactions” beginning on page no. 361.

BUSINESS INTEREST OF GROUP COMPANIES

Except in the ordinary course of business and as stated in “Restated Consolidated Financial Statements – Related
Party Disclosure (Ind As-24)” on page 361, our Group Company does not have any business interest in our
Company.

LITIGATION

Except as disclosed on page no. 440, there has been no material litigation in the group companies, which may
directly or indirectly affect our Company.

CONFIRMATION

Our Group Companies do not have any securities listed on any stock exchanges. Further, our Group Companies
have not undertaken any public or rights issue of securities in the three years preceding the date of this Red Herring
Prospectus.

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 DIVIDEND POLICY

The declaration and payment of dividends will be recommended by our Board of Directors and approved by our
Shareholders, at their discretion, subject to the provisions of the Articles of Association and applicable law,
including the Companies Act.

Declaration of dividend, if any, will depend on a number of factors, including but not limited to the capital
expenditure requirements, profit earned during the financial year and profit available for distribution, working
capital requirements, business expansion and growth, additional investment in subsidiary, cost of borrowing,
economic environment, capital markets, and other factors considered by our Board. The Articles of Association
also provides discretion to our Board to declare and pay interim dividends.

Our Company has not declared any dividends in: (i) the last three Fiscals; and (ii) the period between April 1,
2022 and the date of filing this Red Herring Prospectus. There is no guarantee that any dividends will be declared
or paid in the future. For details of risks in relation to our capability to pay dividend see “Risk Factors – Our
ability to pay dividends in the future will depend upon future earnings, financial condition, cash flows, working
capital requirements and capital expenditures and are also prohibited by the terms of our financing arrangements”.

Our Company shall pay dividends, if declared, to the Shareholders in accordance with the provisions of the
Companies Act, the Memorandum of Association and Articles of Association and provisions of SEBI Listing
Regulations and other applicable laws.

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 SECTION V – FINANCIAL INFORMATION
INDEPENDENT AUDITOR’S REPORT
As required by Section 26 of Companies Act, 2013 read with Rule 4 of Companies (Prospectus and Allotment
of Securities) Rules, 2014)
To
The Board of Directors,
EMS Limited
(Formerly known as “EMS Infracon Private Limited”)
701, DLF Tower A Jasola,
New Delhi-110025

1. We have examined the attached Restated Consolidated Financial Statements of EMS Limited (formerly known
as “ EMS Infracon Private Limited”) (hereinafter referred as the “Company” or “Issuer”), its subsidiaries and
joint ventures (the Company, its subsidiary and its joint ventures together referred to as the “ Group”) comprising
of Restated Consolidated Statement of Assets and Liabilities as at March 31, 2023, March 31, 2022 and March
31, 2021, the Restated Consolidated Statement of Profit and Loss (including other comprehensive income),
the Restated Consolidated Statement of Changes in Equity, the Restated Consolidated Cash Flow Statement
for the year ended March 31, 2023, March 31, 2022 and March 31, 2021, the Summary Statement of
Significant Accounting Policies to the Restated Consolidated Financial Statements (collectively, the “Restated
Consolidated Financial Statements”), as approved by the Board of Directors of the Company at their meeting
held on July 27, 2023 for the purpose of inclusion in the Red Herring Prospectus (“RHP”) prepared by the
Company in connection with its proposed Initial Public Offer of equity shares (“IPO”) prepared in terms of
the requirements of:

a) Section 26 of Part I of Chapter III of the Companies Act, 2013 as amended ("the Act") read with Rules
4 to 6 of the Companies (Prospectus and Allotment of Securities) Rules,2014 (the “Rules”)

b) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations,2018
as amended from time to time pursuant to the provisions of the Securities and Exchange Board of India ,1992
("the SEBI ICDR Regulations"); and

c) The Guidance Note on Reports in Company Prospectuses (Revised2019) issued by the Institute of
Chartered Accountants of India (“ICAI”) as amended from time to time (“the Guidance Note”).

2. The Company’s Board of Directors is responsible for the preparation of the Restated Consolidated Financial
Statements for the purpose of inclusion in the RHP to be filed with Securities and Exchange Board of India,
National Stock Exchange of India, Bombay Stock Exchange of India, and Registrar of Companies, NCT of Delhi
and Haryana in connection with the proposed IPO. The Restated Financial Information have been prepared by
the Management of the company. The responsibility of the respective Board of Directors of the companies
included in the Group includes designing, implementing and maintaining adequate internal control relevant to
the preparation and presentation of the Restated Consolidated Financial Statements. The respective Board of
Directors are also responsible for identifying and ensuring that the Group complies with the Act, ICDR
Regulations and the Guidance Note read with the SEBI Communication, as applicable.

3. We have examined such Restated Consolidated Financial Information taking into consideration:

a) The Guidance Note also requires that we comply with the ethical requirements of the Code of Ethics
issued by the ICAI;

b) Concepts of test checks and materiality to obtain reasonable assurance based on verification of
evidence supporting the Restated Financial Information; and

318 | P a g e
 c) The requirements of Section 26 of the Act and the ICDR Regulations. Our work was performed solely
to assist you in meeting your responsibilities in relation to your compliance with the Act, the ICDR
Regulations and the Guidance Note in connection with the IPO.

4. These Restated Financial Information have been prepared and compiled by the management from:

a) The Audited consolidated financial statements of the group for the year ended March 31, 2023 and for
the years ended March 31, 2022 and March 31, 2021 are prepared in accordance with accounting
principles generally accepted in India including the Accounting Standards specified under Section 133
of the Act, (“ Indian GAAP”) read with the Companies (Accounting Standards) Rules, 2015,as amended
which have been approved by the Board of Directors at their meetings held on July 27, 2023, August 31,
2022 and September 21, 2021 respectively.

b) The Consolidated Financial Statements of the group for the year ended March 31, 2023 and for the years
ended March 31, 2022 and March 31, 2021 were audited by us for the year ended March 31, 2023, March
31, 2022 and March 31, 2021.

5. Our Work has been carried out in accordance with the Standards on Auditing under section 143 (10) of the
Act, Guidance Note on reports in company Prospectus (Revised 2016) and other applicable authoritative
pronouncements issued by the Institute of Chartered Accountants of India and pursuant to the requirements of
Section 26 of the Act read with applicable rules and ICDR Regulations. This work was performed solely to
assist you in meeting your responsibilities in relation to your compliance with the Act and the ICDR
Regulations in connection with the issue.

Opinion

6. In accordance with the requirements of Section 26 of Part I of Chapter III of the Act read with the Rules, the
ICDR Regulations and the Guidance Note, we have examined the Restated Consolidated Financial Information
of the group which have been arrived after making adjustments and regrouping /reclassifications, which in our
opinion were appropriate, and have been fully described in Annexure VI: Notes on Restatement Adjustments
to audited consolidated financial statements and based on our examination, we report that :

i. The Restated Consolidated Statement of Assets and Liabilities of the Company, as at March 31,2023,
March 31,2022 and March 31,2021 examined by us, as set out in Annexure I to this report, have been
arrived at after making adjustments and regrouping/ reclassifications as in our opinion were appropriate.

ii. The Restated Consolidated Statement of Profit and Loss of the Company, for the year ended March 31,
2023, and for the years ended March 31, 2022 and March 31, 2021 examined by us, as set out in Annexure
II to this report, have been arrived at after making adjustments and regrouping / reclassifications as in our
opinion were appropriate and more fully described in Annexure VI.

iii. The Restated Consolidated Statement of Cash Flows of the Company, for the year ended March 31, 2023
and for the years ended March 31, 2022 and March 31, 2021, examined by us, as set out in Annexures III
to this report, have been arrived at after making adjustments and regrouping /reclassifications as in our
opinion were appropriate and more fully described in Annexure VI.

iv. The Restated Consolidated Statement of Changes in Equity of the Company for the year ended March 31,
2023 and for the years ended March 31,2022 and March 31, 2021 examined by us, as set out in Annexure
IV to this report, have been arrived at after making adjustments and regrouping / reclassifications as in our
opinion were appropriate.

7. Based on the above and according to the information and explanations given to us, we further report that the
Restated Consolidated Financial Information of the Company, as attached to this report and as mentioned in
paragraph 7 above, read with Notes on Adjustments for Restatement of Consolidated Profit and Loss

319 | P a g e
 (Annexure VI), Significant Accounting Policies and Notes forming part of the Financial Information
(Annexure V) have been prepared in accordance with the Act, the Rules, and the ICDR Regulations and ;

a. Have been made after incorporating adjustments for the changes in accounting policies of the Group in
respective financial years to reflect the same accounting treatment as per the changed accounting policy
for all the reporting years;

b. Have been made after incorporating adjustments for the material amounts in the respective financial years
to which they relate;

c. There are no qualifications in the Auditor’s Report on the audited Consolidated financial statements of
the Group as at March 31,2023 , March 31,2022, and March 31,2021 which require an adjustments; and

d. There are no extra-ordinary items that needs to be disclosed separately.

8. We have also examined the following Restated financial information of the Group set out in the Annexures
prepared by the Management and approved by the Board of Directors year ended March 31, 2023, March 31,
2022 and March 31, 2021.

1. Restated Summary Statement of Notes to Restated Summary Statements Annexure 5

Restated Summary Statement of Reconciliation of Restated Profit/ (Loss) to
2. Annexure 6
Profit/ (Loss) as per Audited Financial Statements
3. Restated Statement of Property, Plant & Equipment Annexure 7
4. Restated Summary Statement of Capital Work in Progress Annexure 8
5. Restated Summary Statement of Right of Use Assets And Lease Liabilities Annexure 9
6. Restated Summary Statement of Investment Property Annexure 10
7. Restated Summary Statement of Goodwill Annexure 11
8. Restated Summary Statement of Other Intangible Assets Annexure 12
9. Restated Summary Statement of Investments Annexure 13
10. Restated Summary Statement of Other Financial Assets Annexure 14
11. Restated Summary Statement of Trade Receivables Annexure 15
12. Restated Summary Statement of Deferred Tax Assets (Net) Annexure 16
13. Restated Summary Statement of Inventories Annexure 17
14. Restated Summary Statement of Trade Receivables (Current) Annexure 18
15. Restated Summary Statement of Cash and Cash Equivalents Annexure 19
Restated Summary Statement of Bank Balances Other Than Cash and Cash
16. Annexure 20
Equivalents
17. Restated Summary Statement of Other Financial Assets Annexure 21
18. Restated Summary Statement of Other Current Assets Annexure 22
19. Restated Summary Statement of Equity Share Capital Annexure 23
20. Restated Summary Statement of Other Equity Annexure 24
21. Restated Summary Statement of Borrowings (Non-current) Annexure 25
22. Restated Summary Statement of Other Financial Liabilities (Non-Current) Annexure 26
23. Restated Summary Statement of Long-Term Provisions Annexure 27
24. Restated Summary Statement of Short-Term Borrowings Annexure 28
25. Restated Summary Statement of Trade Payables Annexure 29
26. Restated Summary Statement of Other Financial Liabilities Annexure 30
27. Restated Summary Statement of Other Current Liabilities Annexure 31
28. Restated Summary Statement of Short-Term Provisions Annexure 32
29. Restated Summary Statement of Current Tax liability Annexure 33
30. Restated Summary Statement of Revenue from Operations Annexure 34

320 | P a g e
 31. Restated Summary Statement of Other Income Annexure 35
32. Restated Summary Statement of Cost of revenue Operations Annexure 36
33. Restated Summary Statement of Changes in Inventories of Work-In-Progress Annexure 37
34. Restated Summary Statement of Employee Benefit Expense Annexure 38
35. Restated Summary Statement of Finance Costs Annexure 39
36. Restated Summary Statement of Depreciation and Amortisation Expenses Annexure 40
37. Restated Summary Statement of Other Expenses Annexure 41
38. Restated Summary Statement of Tax Expense Annexure 42
Restated Summary Statement of Payable to Payable To Micro, Small And
39. Annexure 43
Medium Enterprises
40. Restated Summary Statement of Earnings Per Share Annexure 44
41. Restated Summary Statement of Related Party Transactions Annexure 45
42. Restated Summary Statement of Goodwill/Capital Reserve on Consolidation Annexure 46
43. Restated Summary Statement of Corporate Social Responsibility (CSR) Annexure 47
44. Restated Summary Statement of Segment Information Annexure 48
45. Restated Summary Statement of Contingent Liabilities Annexure 49
46. Restated Summary Statement of Employee Benefit Obligations Annexure 50
47. Restated Summary Statement of Transition to IND AS ‘Leases’ Annexure 51
48. Restated Summary Statement of Fair Value Measurements Annexure 52
49. Restated Summary Statement of First Time Adoption of IND AS Annexure 53
Restated Summary Statement of Financial Risk Management and Capital
50. Annexure 54
management
Restated Summary Statement of Disclosure of Interest in Subsidiaries and
51. Annexure 55
Non-Current Interest
Restated Summary Statement of Additional Information to The Restated
52. Financial Statements (as required under Schedule II of The Companies Act Annexure 56
2013) of Entities Consolidated as Subsidiaries
Restated Summary Statement of Reconciliation of Liabilities Arising from
53. Annexure 57
Financing Activities
54. Restated Summary Statement of Financial Ratios Annexure 58
55. Restated Summary Statement of Additional Regulatory Information Annexure 59
56. Restated Summary of Capitalisation Statement Annexure 60
57. Restated Statement of Financial Indebtedness Annexure 61
58. Restated Statement of Dividend Annexure 62
59. Restated Summary Statement of Tax Shelters Annexure 63

9. We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1, Quality
Control for Firms that Perform Audits and Reviews of Historical Financial Information, and Other Assurance and
Related Services Engagements.

10. This report should not in any way be construed as a reissuance or re-dating of any of the previous audit reports
issued by us, nor should this report be construed as a new opinion on any of the financial statements referred to
herein.

11. We have no responsibility to update our report for events and circumstances occurring after the date of the report.

12. Our report is intended solely for use of the management for inclusion in the Offer Document to be filed with
Securities and Exchange Board of India, National Stock Exchange of India, Bombay Stock Exchange of India, and
Registrar of Companies, Delhi and Haryana in connection with the proposed IPO of equity shares of the Company.
Our report should not be used, referred to or distributed for any other purpose except with our prior consent in
writing.

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 Accordingly, we do not accept or assume any liability or any duty of care for any other purpose or to any other
person to whom this report is shown or into whose hands it may come without our prior consent in writing.

For M/s Rishi Kapoor & Company

Chartered Accountants
Firm Registration Number: 006615C
Peer Review Number: 013526

Sd/-
Place: Ghaziabad Jyoti Arora
Date: 27.07.2023 Partner
UDIN: 23455362BGURTI1817 M. No: 455362

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EMS LIMITED
(Formerly known as "EMS Infracon Private Limited")
(All amounts in Indian Rupees Lacs, unless otherwise stated)
Annexure 1
RESTATED STATEMENT OF ASSETS AND LIABILITIES
As at As at As at
Particulars Annexure March 31, March 31, March 31,
2023 2022 2021
ASSETS
Non-current Assets
Property, Plant and Equipment 7 1,794.37 1,817.45 930.47
Capital work in progress 8 402.81 30.32 275.42
Right of Use Asset 9 2,059.66 1,879.13 1,930.11
Investment Property 10 957.80 768.06 685.52
Goodwill 11 583.01 589.69 7.21
Other Intangible Assets 12 - - 0.09
Financial Assets
(i) Investments 13 122.07 50.96 43.94
(ii) Others 14 4,416.36 3,598.72 3,932.62
(iii)Trade Receivables 15 4,620.27 - -
Other Non-Current Assets - - - -
Deferred tax assets (Net) 16 32.76 45.16 46.51
Total non-current assets(A) 14,989.11 8,779.49 7,851.89

Current Assets
Inventories 17 10,475.91 5,412.85 3,542.93
Financial Assets
(i) Trade receivables 18 12,354.17 15,782.27 9,328.59
(ii) Cash and cash equivalent 19 8,167.47 6,105.29 5,043.09
(iii) Bank Balances other than Cash and 20
3,954.68 2,887.06 1,708.42
Cash Equivalents
(iv) Others 21 9,863.76 8,313.98 8,354.14
Other current assets 22 4,066.59 2,974.40 2,002.26
Total Current assets(B) 48,882.60 41,475.85 29,979.43
TOTAL ASSETS(A+B) 63,871.71 50,255.34 37,831.32

EQUITY AND LIABILITIES

Equity
Equity share capital 23 4,700.00 1,175.00 1,175.00
Other equity 24 44,083.23 36,842.99 29,016.46
Equity attributable to owners of the
48,783.23 38,017.99 30,191.46
company
Non - Controlling Interest 210.66 94.27 16.18
Total equity(A) 48,993.89 38,112.26 30,207.64

Liabilities
Non-current liabilities
Financial liabilities
(i) Borrowings 25 4,539.56 371.31 316.29
(ii) Lease Liabilities 9 - - 6.29
(iii) Others 26 2,365.30 889.22 665.41

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Long term provisions 27 24.17 27.22 27.04
Deferred tax liabilities (Net) - - -
Total non-current liabilities(B) 6,929.03 1,287.75 1,015.03

Current liabilities
Financial liabilities
(i) Borrowings 28 - - -
(ii) Lease Liabilities 9 - 6.29 35.84
(iii) Trade Payables 29 1,540.49 4,301.34 4,030.25
(iv) Others 30 3,677.32 4,015.22 -
Other current liabilities 31 2,693.93 2,138.41 1,011.73
Short term provisions 32 1.62 1.86 1.54
Liabilities for current tax (Net) 33 35.43 392.21 1,529.29
Total current liabilities(C) 7,948.79 10,855.33 6,608.65
Total liabilities(B+C) 14,877.82 12,143.08 7,623.68
TOTAL EQUITY AND
63,871.71 50,255.34 37,831.32
LIABILITIES(A+B+C)
The above statement should be read with the Annexure 5: Company Overview & Significant Accounting
policies and explanatory notes to the Restated Ind AS Summary Statement, Annexure 6: Statement of Restated
Adjustments to audited financial statements and Annexures 7-63: Notes to Restated Ind AS Summary
Statements.

As per our Report of even date

For Rishi Kapoor & Company For and on behalf of the Board
Chartered Accountants
Firm Registration Number: 006615C

Sd/- Sd/- Sd/-

Jyoti Arora Ramveer Singh Ashish Tomar
Partner Chairman & Director Managing Director
Membership Number: 455362 DIN: 02260129 DIN: 03170943

Sd/- Sd/-
Place: Ghaziabad Gajendra Parihar Deepak Kumar
Date: July 27,2023 Chief Financial Officer Company Secretary
UDIN: 23455362BGURTI1817 M No: 50639

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EMS LIMITED
(Formerly known as "EMS Infracon Private Limited")
(All amounts in Indian Rupees Lacs, unless otherwise stated)
Annexure 2
RESTATED SUMMARY STATEMENT OF PROFIT AND LOSS
Year Ended Year Ended Year Ended
Particulars Annexure March March March
31,2023 31,2022 31, 2021
Revenue:
Revenue from Operations (Net) 34 53,816.17 35,985.08 33,070.39
Other income 35 511.54 324.76 548.03
Total revenue (I) 54,327.71 36,309.84 33,618.42

Expenses:
Cost of Revenue of Operations 36 40,941.82 24,447.41 20,821.59
Changes in inventories of Work in Progress 37 (5,062.13) (1,866.67) 747.56
Employee benefit expenses 38 1,402.19 1,064.84 785.11
Finance costs 39 384.13 574.59 445.25
Depreciation and Amortization 40 339.95 252.06 173.50
Other expenses 41 1,634.34 1,088.31 826.17
Total Expenses (II) 39,640.30 25,560.54 23,799.18

Restated Profit before Exception Items

14,687.41 10,749.30 9,819.24
and Taxes (III)=(I)-(II)

Exceptional Items (IV) - - -

Restated Profit before Tax (V) 14,687.41 10,749.30 9,819.24

Tax Expense (VI) 42

Current Taxes 3,812.94 2,859.09 2,628.34
Deferred taxes expense/(credit) 7.49 (2.62) (0.23)

Restated Profit for the period/ year

10,866.98 7,892.83 7,191.14
(VII)= (V)-(VI)

Other Comprehensive Income (OCI)

- - -
(VIII)
Items not to be reclassified to profit or
- - -
loss in subsequent period:
Remeasurement gain/ (loss) on defined
8.78 6.53 3.48
benefit plan (net of Tax)
Gain/(Loss) on Investments through OCI 5.86 5.26 0.75

Restated Total Comprehensive Income

for the period/year, net of tax (IX) 10,881.63 7,904.62 7,195.37
(VII+VIII)

Profit for the year attributable to

Shareholders of the company 10,750.59 7,814.74 7,188.36
Non-Controlling Interest 116.39 78.09 2.78

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 10,866.98 7,892.83 7,191.14
Other Comprehensive income for the
year attributable to
Shareholders of the company 14.65 11.79 4.22
Non-Controlling Interest - - -
14.65 11.79 4.22
Total Comprehensive income for the year
attributable to
Shareholders of the company 10,765.24 7,826.53 7,192.59
Non-Controlling Interest 116.39 78.09 2.78
10,881.63 7,904.62 7,195.37

Restated Earnings per Equity Share

(Face Value: Rupees 10)
- Basic 23.15 67.27 61.24
- Diluted 23.15 67.27 61.24
The above statement should be read with the Annexure 5: Company Overview & Significant Accounting
policies and explanatory notes to the Restated Ind AS Summary Statement, Annexure 6: Statement of Restated
Adjustments to audited financial statements and Annexures 7-63: Notes to Restated Ind AS Summary
Statements.

As per our Report of even date

For Rishi Kapoor & Company For and on behalf of the Board
Chartered Accountants
Firm Registration Number: 006615C

Sd/- Sd/- Sd/-

Jyoti Arora Ramveer Singh Ashish Tomar
Partner Chairman & Director Managing Director
Membership Number: 455362 DIN: 02260129 DIN: 03170943

Sd/- Sd/-
Place: Ghaziabad Gajendra Parihar Deepak Kumar
Date: July 27,2023 Chief Financial Officer Company Secretary
UDIN: 23455362BGURTI1817 M No: 50639

326 | P a g e
EMS LIMITED
(Formerly known as "EMS Infracon Private Limited")
(All amounts in Indian Rupees Lacs, unless otherwise stated)
Annexure 3
RESTATED SUMMARY STATEMENT OF CASH FLOWS
Year Ended Year Ended Year Ended
Particulars
March 31,2023 March 31,2022 March 31, 2021
A. CASH FLOW FROM OPERATING
ACTIVITIES
Profit/ (Loss) before Exceptional items and Tax 14,687.41 10,749.30 9,819.24
Non-cash adjustments:
Depreciation and amortisation expenses 257.54 215.12 173.50
Interest Expense 0.07 2.43 44.45
Loss/ (Gain) on Sale of Property, Plant and
(5.99) (0.15) -
Equipment
Remeasurement gain/ (loss) on defined benefit plan 11.74 8.72 4.65
Gain/(Loss) on Investments through OCI 7.83 7.03 1.00
Operating profit before working capital changes 14,958.61 10,982.45 10,042.85
Changes in working capital:
(Increase)/ Decrease in Inventories (5,063.06) (1,869.92) 747.54
(Increase)/Decrease in Trade Receivables (1,192.18) (6,453.68) (5,392.61)
(Increase)/Decrease in Other Current Assets (2,713.81) (3,238.28) 3,486.72
(Increase)/Decrease in Other Financial Assets (3,132.87) 88.55 (2,098.14)
Increase/(Decrease) in other current liabilities 555.52 1,120.47 (94.62)
Increase/(Decrease) in Trade Payables (2,760.84) 271.08 108.23
Increase/(Decrease) in other Financial Liabilities (337.90) 3,985.67 (648.28)
Increase/(Decrease) in Provisions (2,837.62) (2,604.47) (2,551.43)
Cash generated from operations
Income tax (Refund)/ paid during the year (15.96) (18.15) (23.44)
Net cash from operating activities (A) (2,540.12) 2,263.71 3,576.82

B. CASH FLOW FROM INVESTING

ACTIVITIES
Purchase of Property, Plant and Equipment and
(878.58) (845.44) (829.16)
Capital Work in Progress
Sale of Property, Plant and Equipment 91.09 39.41 0.29
Loss / (Gain) on Fair Valuation of Investments (71.11) (7.03) (1.00)
Increase in Investment Property (189.74) (82.54) (10.96)
Increase in Intangible Assets 6.68 (582.48) (6.68)
(Gain)/Loss on Sale of Fixed Assets 5.99 0.15 -
Net cash from investing activities (B) (1,035.67) (1,477.91) (847.51)

C. CASH FLOW FROM FINANCING

ACTIVITIES
Contribution from Non-Controlling Interests - - 13.41
Interest paid on borrowings (0.07) (2.43) (44.45)
Increase/ (Decrease) in other Long-term liabilities 1,476.08 223.82 154.03
Proceeds/(Repayment) from Short-Term
- - (204.56)
Borrowings
Proceeds/(Repayment) of Long-term Borrowings 4,168.25 55.02 (958.87)
Proceeds/(Repayment) of Lease Liability (6.29) - (49.36)

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 Net cash from financing activities (C) 5,637.97 276.40 (1,089.80)
Net increase in cash and cash equivalents
2,062.18 1,062.20 1,639.51
(A+B+C)
Cash and cash equivalents at the beginning of the
6,105.29 5,043.09 3,403.58
year
Cash and cash equivalents at the end of the year 8,167.47 6,105.29 5,043.09
The above statement should be read with the Annexure 5: Company Overview & Significant Accounting
policies and explanatory notes to the Restated Ind AS Summary Statement, Annexure 6: Statement of Restated
Adjustments to audited financial statements and Annexures 7-63: Notes to Restated Ind AS Summary
Statements.

As per our Report of even date

For Rishi Kapoor & Company For and on behalf of the Board
Chartered Accountants
Firm Registration Number: 006615C

Sd/- Sd/- Sd/-

Jyoti Arora Ramveer Singh Ashish Tomar
Partner Chairman & Director Managing Director
Membership Number: 455362 DIN: 02260129 DIN: 03170943

Sd/- Sd/-
Place: Ghaziabad Gajendra Parihar Deepak Kumar
Date: July 27,2023 Chief Financial Officer Company Secretary
UDIN: 23455362BGURTI1817 M No: 50639

328 | P a g e
EMS LIMITED
(Formerly known as "EMS Infracon Private Limited")
(All amounts in Indian Rupees Lacs, unless otherwise stated)
Annexure 4
RESTATED STATEMENT OF CHANGES IN EQUITY
A. Equity Share Capital
Particulars Amount
Balance as at April 1,2021 117.50
Changes in equity share capital during the year -
Balance as at March 31,2022 117.50
Changes in equity share capital during the year 352.50
Balance as at March 31,2023 470.00

B. Other Equity
Reserves and Surplus Total
attributab
Non-
Gener Securit Capita le to
Retained Controll
Particulars al ies l equity Total
Earnings ing
Reserv Premiu Reserv holders of
* Interests
e# m^ e^^ the
company
Balance as at April
192.75 28,733.28 75.00 15.44 29,016.46 16.18 29,032.64
1,2021
Profit for the year - 7,814.74 - - 7,814.74 78.09 7,892.83
Transfer from Retained
Earnings to General - - - - - - -
Reserve
Other Comprehensive
Income for the year, net - 11.79 - - 11.79 - 11.79
of tax
Total Comprehensive
- 7,826.53 - - 7,826.53 78.09 7,904.62
Income for the year
Balance as at March
192.75 36,559.81 75.00 15.44 36,842.99 94.27 36,937.26
31,2022
Balance as at April
192.75 36,559.81 75.00 15.44 36,842.99 94.27 36,937.26
1,2022
Profit for the year - 10,750.59 - - 10,750.59 116.39 10,866.98
Transfer from Retained
Earnings to General - - - - - - -
Reserve
Less: Bonus Share
- 3,525.00 - - 3,525.00 - -
Issue During the year
Other Comprehensive
Income for the year, net - 14.65 - - 14.65 - 14.65
of tax
Total Comprehensive
- 7,240.24 - - 7,240.24 116.39 10,881.63
Income for the year
Balance as at March
192.75 43,800.04 75.00 15.44 44,083.23 210.66 47,818.89
31,2023
Notes:

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# General Reserve is used from time to time to transfer profits from retained earnings for appropriation
purposes. As the General Reserve is created by the transfer from one component of equity to another and is not
an item of other comprehensive income; items included in the General Reserve will not be reclassified
subsequently to profit or loss.
*Retained earnings represents unallocated/un-distributed profits of the Company. The amount that can be
distributed as dividend by the Company as dividends to its equity shareholders is determined based on the
separate financial statements of the Company and also considering the requirements of the Companies Act,
2013. Thus, amount reported above are not distributable in entirety.
^ Securities Premium is used to record the premium on issue of shares. This is utilized in accordance with the
provisions of the Companies Act, 2013.
^^ Capital reserve is the excess of fair value of net assets acquired over consideration paid in a business
combination is recognised as capital reserve. The reserve is not available for distribution.
The above statement should be read with the Annexure 5: Company Overview & Significant Accounting
policies and explanatory notes to the Restated Ind AS Summary Statement, Annexure 6: Statement of Restated
Adjustments to audited financial statements and Annexures 7-63 : Notes to Restated Ind AS Summary
Statements.

As per our Report of even date

For Rishi Kapoor & Company For and on behalf of the Board
Chartered Accountants
Firm Registration Number: 006615C

Sd/- Sd/- Sd/-

Jyoti Arora Ramveer Singh Ashish Tomar
Partner Chairman & Director Managing Director
Membership Number: 455362 DIN: 02260129 DIN: 03170943

Sd/- Sd/-
Place: Ghaziabad Gajendra Parihar Deepak Kumar
Date: July 27,2023 Chief Financial Officer Company Secretary
UDIN: 23455362BGURTI1817 M No: 50639

330 | P a g e
EMS LIMITED
(Formerly known as "EMS Infracon Private Limited")
Notes to the Restated Financial Statements
ANNEXURE 5
1. COMPANY OVERVIEW

EMS Infracon Private Limited was incorporated on December 21,2010 with Registrar of Companies (ROC),
Delhi and Haryana under the provisions of Companies Act 1956. Thereafter, the name of our Company was
changed from ‘EMS Infracon Private Limited’ to ‘EMS Private Limited’ on October 26, 2022 and thereafter
conversion of our Company from private to public company, pursuant to a special resolution passed by the
shareholders of our Company on October 27, 2022 and a fresh certificate of incorporation consequent to change
of name from EMS Private Limited to EMS Limited (" The Company") was issued by the ROC on November
25, 2022. The Company’s Corporate Identity Number is U45205DL2010PLC211609.
These Restated Consolidated Financial Statements comprise the Company, its subsidiary and its joint venture
(as the "Group"). The Registered office of company is situated at 701, DLF Tower A, Jasola, New Delhi.
The company is engaged in the business of Sewerage contractors, Sewerage Treatment Plants (STP) Works,
Electricity transmission and distribution.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

2.1 BASIS OF PREPARATION

The Restated Financial statements (FS) of the group have been prepared in accordance with Indian
AccountingStandards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 (as
amended)and presentation requirements of Division II of Schedule III to the Companies Act, 2013, (Ind AS
compliantSchedule III), as applicable to the Financial statements.For all periods up to and including the year
ended March 31, 2021, the group prepared its financial statements in accordance with Indian GAAP,
includingaccounting standards notified under the section 133 of the Companies Act 2013, read together with
paragraph7 of the Companies (Accounts) Rules, 2014. The financial statements for the year ended March 31,
2022 arethe first the Group has prepared in accordance with Ind-AS. The Group has consistently applied the
accounting policies used in the preparation of its opening IND-AS Balance Sheet at April 1, 2021 throughout
all periods presented, as if these policies had always been in effect and are covered by IND AS 101 ‘’First-time
adoption of Indian Accounting Standards’’. The transition was carried out from accounting principles generally
accepted in India (‘’Indian GAAP’’) which is considered as the previous GAAP, as defined in IND AS 101.
The reconciliation of effects of the transition from Indian GAAP on the equity as at April 1, 2021 and March
31, 2022 and on the net profit and cash flows for the year ended March 31, 2022 is disclosed in ANNEXURE
53 to these financial statements.

2.2 PRINCIPLES OF CONSOLIDATION

The Restated Consolidated Financial Statements relate to the Company and its subsidiary company and joint
ventures. The Restated Consolidated Financial Statements have been prepared on the following basis:
a) The Restated Consolidated Financial Statements of the Company and its subsidiaries are combined on a
line by line basis by adding together like items of assets, liabilities, equity, income, expenses and cash
flows, after fully eliminating intra-group balances and intra-group transactions.

b) The Restated Consolidated Financial Statements have been prepared using uniform accounting policies
for like transactions and other events in similar circumstances.

c) The carrying amount of the Company’s investments in subsidiary is off set (eliminated) against the
Company’s portion of equity in subsidiary.

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d) Non-Controlling Interest’s share of profit/ loss and other comprehensive income of consolidated
subsidiary for the year is identified and adjusted against the income of the group in order to arrive at the
net income attributable to shareholders of the Company.

e) Non-Controlling Interest’s share of net assets of consolidated subsidiary is identified and presented in the
Restated Consolidated Statements of Assets and Liabilities

f) The Group's interest in its joint venture are accounted for using the Proportional Consolidation Method.
The Restated Consolidated Financial Statements are prepared using uniform accounting policies for like
transactions and other events in similar circumstances. If a member of the Group uses accounting policies other
than those adopted in the restated consolidated financial statements for like transactions and events in similar
circumstances, appropriate adjustments are made to that Group member's financial statements in preparing the
restated consolidated financial statements to ensure conformity with the Group's accounting policies.
The restated consolidated financial statements of all entities used for the purpose of consolidation are drawn
up to same reporting date as that of the holding company, i.e., period ended March 31,2023, Years ended March
31,2022, March 31,2021.

Restated Consolidated Statement of Profit and loss and each component of other comprehensive income (OCI)
are attributed to the equity holders of the parent of the Group and to the non-controlling interests, even if this
results in the non-controlling interests having a deficit balance. When necessary, adjustments are made to the
financial statements of subsidiary and its joint ventures to bring their accounting policies into line with the
Group's accounting policies. All intra-group assets and liabilities, equity, income, expenses and cash flows
relating to transactions between members of the Group are eliminated in full on consolidation. The details of
the consolidated entities are mentioned in ANNEXURE 55: DISCLOSURE OF INTEREST IN
SUBSIDIARIES AND NON-CURRENT INTEREST.

2.3 USE OF ESTIMATES

The preparation of the financial statements is in conformity with Ind AS requires management to make
estimates, judgments and assumptions. These estimates, judgments and assumptions affect the application of
accounting policies and the reported amounts of assets and liabilities, the disclosures of contingent assets and
liabilities at the date of the financial statements and reported amounts of revenues and expenses during the
period. Accounting estimates could change from period to period. Actual results could differ from those
estimates. Appropriate changes in estimates are made as management becomes aware of changes in
circumstances surrounding the estimates.
The estimates and underlying assumptions are reviewed on going concern basis.
Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision
affects only that period. If the revision affects both current and future period, the same is recognised
accordingly.

2.4 SIGINIFICANT ACCOUNTING POLICIES

i) CURRENT V/S NON-CURRENT CLASSIFICATION

The Group presents assets and liabilities in the balance sheet based on current/ non-current classification. An
asset is classified as current when it is:
• Expected to be realised or intended to sold or consumed in normal operating cycle
• Held primarily for the purpose of trading
• Expected to be realised within twelve months after the reporting period, or
• Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve
months after the reporting period.
All other assets are classified as non-current.
A liability is current when:

332 | P a g e
• It is expected to be settled in normal operating cycle
• It is held primarily for the purpose of trading
• It is due to be settled within twelve months after the reporting period, or
• There is no unconditional right to defer the settlement of the liability for at least twelve months after the
reporting period
The Group classifies all other liabilities as non-current. Deferred tax assets and liabilities are classified as non-
current assets and liabilities
The operating cycle is the time between the acquisition of assets for processing and their realisation in cash and
cash equivalents. Based on the nature of service and the time between rendering of services and their realization
in cash and cash equivalents, 12 months has been considered by the Group for the purpose of current / non-
current classification of assets and liabilities.

ii) FUNCTIONAL AND PRESENTATION CURRENCY

Amounts in the financial statements are presented in Indian Rupee in lakhs rounded off to two decimal places
as permitted by Schedule Ill to the Act.

iii) PROPERTY, PLANT AND EQUIPMENT (PPE):

PPE is recognised when it is probable that future economic benefits associated with the item will flow to the
Company and the cost of the item can be measured reliably PPE is stated at original cost net of tax/duty credits
availed, if any less accumulated depreciation and cumulative impairment, if any All directly attributable costs
related to the acquisition of PPE and, borrowing costs case of qualifying assets are capitalised in accordance
with the Company's accounting policy.

Under the previous GAAP, property, plant and equipment were carried at historical cost less depreciation and
impairment losses, if any. On transition to Ind AS, the Group has availed the optional exemption under Ind AS
101 and accordingly it has used the carrying value as at the date of transitions as the deemed cost of the property,
plant & equipment under Ind AS.

Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as appropriate,
only when it is probable that future economic benefits associated with the item will flow to the group and the
cost of the item can be measured reliably.

PPE not ready for the intended use on the date of the Balance Sheet are disclosed as "capital work-in-progress"
Depreciation is recognised using written down value method so as to write off the cost of the assets (other than
freehold land and capital work-in-progress) less their residual values over their useful lives specified in
Schedule II to the Companies Act, 2013, or in the case of assets where the useful life was determined by
technical evaluation, over the useful life so determined.

Depreciation on additions to deductions from, owned assets is calculated on pro rata basis according to the
period of use.

PPE is de recognised upon disposal or when no future economic benefits are expected from its use or disposal.
Any gain or loss arising on de recognition is recognised in the Statement of Profit and Loss in the same period.
The estimated useful lives, residual values and depreciation method are reviewed at each financial year end and
the effect of any change is accounted for on prospective basis.

The carrying amount of the all property, plant and equipment are derecognized on its disposal or when no future
economic benefits are expected from its use or disposal and the gain or loss on de-recognition is recognized in
the statement of profit & loss.

333 | P a g e
iv) INTANGIBLE ASSETS

Intangible assets are recognised when it is probable that the future economic benefits that are attributable to the
asset will flow to the Company and the cost of the asset can be measured reliably.

On transition to Ind AS, the Group has availed the optional exemption under Ind AS 101 and accordingly it has
used the carrying value as at the date of transitions as the deemed cost of the Intangible assets under Ind AS.

Intangible assets that are acquired by the Group, which have finite useful lives, are measured at cost less
accumulated amortization and accumulated impairment losses (if any). Costs include expenditure that is
directly attributable to the acquisition of the intangible assets.

(i) Subsequent Expenditure

Subsequent expenditure is capitalized only when it increases the future economic benefits embodied in the
specific asset to which it relates. All other expenditure, including expenditure on internally generated goodwill
and brands, are recognized in profit or loss as incurred.
(ii) Amortization of intangible assets with finite useful lives

Amortization is recognized in profit or loss on a written down value over the estimated useful lives of intangible
assets from the date that they are available for use.

v) IMPAIRMENT OF NON-FINANCIAL ASSETS

Assets that have an indefinite useful life, for example goodwill, are not subject to amortisation and are tested
annually for impairment and additionally whenever there is a triggering event for impairment. Assets that are
subject to amortisation and depreciation are reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for
the amount by which the asset’s carrying amount of cash generating units exceeds its recoverable amount. The
recoverable amount of a cash generating unit is the higher of cash generating unit’s fair value less cost of
disposal and its value in use.

vi) FINANCIAL INSTRUMENTS-INITIAL RECOGNITION, SUBSEQUENT MEASUREMENT AND

IMPAIRMENT

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability
or equity instrument of another entity.

Financial Assets
(a) Initial recognition and measurement:

All financial assets are recognised initially at fair value and, in the case of financial assets not recorded at fair
value through profit or loss, transaction costs that are attributable to the acquisition of the financial asset.

(b) Subsequent measurement

For purposes of subsequent measurement financial assets are classified in two broad categories:
: Financial assets at fair value
: Financial assets at amortised cost

334 | P a g e
(c) Classification:
The Group classifies financial assets as subsequently measured at amortised cost, fair value through other
comprehensive income or fair value through profit or loss on the basis of its business model for managing the
financial assets and the contractual cash flows characteristics of the financial asset.

(d) Financial assets measured at amortised cost:

Financial assets are measured at amortised cost when asset is held within a business model, whose objective is
to hold assets for collecting contractual cash flows and contractual terms of the asset give rise on specified
dates to cash flows that are solely for payments of principal and interest. Such financial assets are subsequently
measured at amortised cost using the effective interest rate (EIR) method. The losses arising from impairment
are recognised in the Statement of profit and loss. This category generally applies to trade and other receivables.

(e) Financial assets measured at fair value through other comprehensive income (FVTOCI):
Financial assets under this category are measured initially as well as at each reporting date at fair value. Fair
value movements are recognized in the other comprehensive income.

(f) Financial assets measured at fair value through profit or loss (FVTPL):
Financial assets under this category are measured initially as well as at each reporting date at fair value with all
changes recognised in profit or loss.
(g) Investment in Equity Instruments:
Equity instruments which are held for trading are classified as at FVTPL. All other equity instruments are
classified as FVTOCI. Fair value changes on the instrument, excluding dividends, are recognized in the other
comprehensive income. There is no recycling of the amounts from other comprehensive income to profit or
loss.

(h) De-recognition of Financial assets:

A financial asset is primarily derecognised when the rights to receive cash flows from the asset have expired
or the Group has transferred its rights to receive cash flows from the asset, if an entity transfers a financial asset
in a transfer that qualifies for de-recognition in its entirety and retains the right to service the financial asset for
a fee, it shall recognise either a servicing asset or a servicing liability for that servicing contract. If the fee to be
received is not expected to compensate the entity adequately for performing the servicing, a servicing liability
for the servicing obligation shall be recognised at its fair value. If the fee to be received is expected to be more
than adequate compensation for the servicing, a servicing asset shall be recognised for the servicing right at an
amount determined on the basis of an allocation of the carrying amount of the larger financial asset.

(i) Impairment of Financial assets:

In accordance with Ind AS 109, the Group applies expected credit loss (ECL) model for measurement and
recognition of impairment loss on the financial assets that are debt instruments and trade receivables. For
recognition of impairment loss on other financial assets and risk exposure, the Group determines that whether
there has been a significant increase in the credit risk since initial recognition.

Financial Liabilities
(a) Initial recognition and measurement:

All financial liabilities are recognised initially at fair value and, in the case of loans, borrowings and payables,
net of directly attributable transaction costs. Financial liabilities include trade and other payables, loans and
borrowings including bank overdrafts and derivative financial instruments.

335 | P a g e
(b) Classification & Subsequent measurement:

If a financial instrument that was previously recognised as a financial asset is measured at fair value through
profit or loss and its fair value decreases below zero, it is a financial liability measured in accordance with IND
AS. Financial liabilities are classified as held for trading, if they are incurred for the purpose of repurchasing
in the near term.

The Group classifies all financial liabilities as subsequently measured at amortised cost, except for financial
liabilities at fair value through profit or loss. Such liabilities, including derivatives that are liabilities, shall be
subsequently measured at fair value.

(c) Loans and Borrowings:

Interest-bearing loans and borrowings are subsequently measured at amortised cost using the Effective Interest
Rate (EIR) method. Gains and losses are recognised in profit or loss when the liabilities are derecognised as
well as through EIR amortisation process.Amortised cost is calculated by taking into account any discount or
premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included
as finance costs in the statement of profit and loss. After initial recognition Gain and Liabilities held for Trading
are recognised in statement of profit and Loss Account.

(d) De-recognition of Financial Liabilities:

A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires.
When an existing financial liability is replaced by another from the same lender on substantially different terms,
or the terms of an existing liability are substantially modified, such an exchange or modification is treated as
the de-recognition of the original liability and the recognition of a new liability. The difference in the respective
carrying amounts is recognised in the Statement of Profit and Loss.

Offsetting financial instruments:

Financial assets and liabilities are offset and the net amount reported in the balance sheet when there is a legally
enforceable right to offset the recognised amounts and there is an intention to settle on a net basis to realise the
asset and settle the liability simultaneously.
Subsequent recoveries of amounts previously written off are credited to Other Income.

vii) CASH AND CASH EQUIVALENTS

Cash and cash equivalent in the balance sheet comprise cash at banks and on hand and short-term deposits with
an original maturity of three months or less, that are readily convertible to a known amount of cash and subject
to an insignificant risk of changes in value

For the purpose of the statement of cash flows, cash and cash equivalents consist of cash and short-term
deposits, as defined above, net of outstanding bank overdrafts as they are considered an integral part of the
Group's cash management.

viii) PROVISIONS, CONTINGENT LIABILITIES AND CONTINGENT ASSETS

(a) General

Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past
event, it is probable that an outflow of resources embodying economic benefits will be required to settle the
obligation and a reliable estimate can be made of the amount of the obligation. If the effect of the time value

336 | P a g e
of money is material, the amount of a provision shall be the present value of expense expected to be required
to settle the obligation Provisions are therefore discounted, when effect is material, The discount rate shall be
pre-tax rate that reflects current market assessment of time value of money and risk specific to the liability.
Unwinding of the discount is recognised in the Statement of Profit and Loss as a finance cost. Provisions are
reviewed at each balance sheet date and are adjusted to reflect the current best estimate.

(b) Contingencies

Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence
of which will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events
not wholly within the control of the Group or a present obligation that arises from past events where it is either
not probable that an outflow of resources will be required to settle or a reliable estimate of the amount cannot
be made. Information on contingent liability is disclosed in the Annexures to the Financial Statements.

A contingent asset is a possible asset that arises from past events and whose existence will be confirmed only
by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of
the entity, Contingent assets are not recognised, but are disclosed in the notes. However, when the realisation
of income is virtually certain, then the related asset is no longer a contingent asset, but it is recognised as an
asset.

ix) SHARE CAPITAL AND SECURITIES PREMIUM

Ordinary shares are classified as Equity. Incremental costs directly attributable to the issue of new shares are
shown in equity as a deduction, net of tax, from the proceeds.

Par value of the equity share is recorded as share capital and the amount received in excess of the par value is
classified as securities premium.

x) REVENUES

(a) Sale of services

Revenue from rendering of services is recognised over time as the customer receives the benefit of the
Company's performance and the Company has an enforceable right to payment for services transferred.

(b) Other Income

- Interest income

Interest income is recognised on a time proportion basis using the effective interest method. When a receivable
is impaired, the Group reduces the carrying amount to its recoverable amount, being the estimated future cash
flows discounted at the original effective interest rate of the instrument and continues unwinding the discount
as interest income. Interest income on impaired loans is recognised using the original effective interest rate.

xi) TAXATION

(a) Current tax

Current tax is expected tax payable on the taxable income for the year, using the tax rate enacted at the reporting
date, and any adjustment to the tax payable in respect of the earlier periods.

337 | P a g e
Current tax assets and liabilities are offset where the company has legal enforceable right to offset and intends
either to settle on net basis, or to realize the assets and settle the liability simultaneously.

(b) Deferred tax

Deferred tax is recognized for all taxable temporary differences and is calculated based on the carrying amounts
of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes.

Deferred tax is measured at the tax rates that are expected to be applied when the asset is realized or the liability
is settled, based on the laws that have been enacted or substantively enacted at the reporting date.

Deferred tax assets are recognized only to the extent that it is probable that future taxable profits will be
available against which the assets can be utilized. Deferred tax assets are reviewed at each reporting date and
are reduced to the extent that it is no longer probable that the related tax benefit will be realized.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset and when the
deferred tax balances relate to taxes levied by the same tax authority on the same taxable entity, or on different
tax entities, but the Group intends to settle current tax liabilities and assets on a net basis or their tax assets and
liabilities will be realized simultaneously.

(c) Current and Deferred Tax for the Year

Current and deferred tax are recognized in the statement of profit & loss, except when they relates to items that
are recognized in other comprehensive income or directly in equity, in which case, the current tax and deferred
tax is recognized directly in other comprehensive income or equity respectively.

xii) EARNING PER SHARE

Basic Earnings Per Share is computed by dividing the net profit attributable to the equity shareholders of the
company to the weighted average number of Shares outstanding during the period & Diluted earnings per share
is computed by dividing the net profit attributable to the equity shareholders of the company after adjusting the
effect of all dilutive potential equity shares that were outstanding during the period. The weighted average
number of shares outstanding during the period includes the weighted average number of equity shares that
could have issued upon conversion of all dilutive potential.

xiii) LEASES

As a Lessee

The Group’s lease asset classes primarily consist of leases for Land, Vehicles and Plant & Machinery. The
Group assesses whether a contract contains a lease, at inception of a contract. A contract is, or contains, a lease
if the contract conveys the right to control the use of an identified asset for a period of time in exchange for
consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Group
assesses whether: (i) the contract involves the use of an identified asset (ii) the Group has substantially all of
the economic benefits from use of the asset through the period of the lease and (iii) the Group has the right to
direct the use of the asset.

At the date of commencement of the lease, the Group recognizes a right-of-use asset ("ROU") and a
corresponding lease liability for all lease arrangements in which it is a lessee, except for leases with a term of
twelve months or less (short-term leases) and low value leases. For these short-term and low value leases, the
Group recognizes the lease payments as an operating expense on a straight-line basis over the term of the lease.

338 | P a g e
Certain lease arrangements include the options to extend or terminate the lease before the end of the lease term.
ROU assets and lease liabilities includes these options when it is reasonably certain that they will be exercised.
The right-of-use assets are initially recognized at cost, which comprises the initial amount of the lease liability
adjusted for any lease payments made at or prior to the commencement date of the lease plus any initial direct
costs less any lease incentives. They are subsequently measured at cost less accumulated depreciation and
impairment losses.

Right-of-use assets are depreciated from the commencement date on a straight-line basis over the shorter of the
lease term and useful life of the underlying asset. Right of use assets are evaluated for recoverability whenever
events or changes in circumstances indicate that their carrying amounts may not be recoverable. For the purpose
of impairment testing, the recoverable amount (i.e. the higher of the fair value less cost to sell and the value-
in-use) is determined on an individual asset basis unless the asset does not generate cash flows that are largely
independent of those from other assets.

The lease liability is initially measured at amortized cost at the present value of the future lease payments.
Thelease payments are discounted using the interest rate implicit in the lease or, if not readily determinable,
usingthe incremental borrowing rates in the country of domicile of these leases. Lease liabilities are remeasured
with a corresponding adjustment to the related right of use asset if the Group changesitsassessment if whether
it will exercise an extension or a termination option. Lease liability and ROU asset have been separately
presented in the Balance Sheet and lease payments have been classified as financing cashflows.

xiv) COMMITMENTS

Commitments are future liabilities for contractual expenditure, classified and disclosed as follows:
(i) estimated amount of contracts remaining to be executed on capital account and not provided for
(ii) uncalled liability on shares and other investments partly paid;
(iii) funding related commitment to subsidiary

xv) INVESTMENT PROPERTIES

Property that is held for long-term rental yields or for capital appreciation or both, and that is not occupied by
theCompany, is classified as investment property. Investment property is measured initially at its cost, including
related transaction costs and where applicable borrowing costs. Subsequent expenditure is capitalised to the
asset’s carrying amount only when it is probable that future economic benefits associated with the expenditure
will flow to the Company and the cost of the item can be measured reliably.
All other repairs and maintenance costs are expensed when incurred. When part of an investment property is
replaced, the carrying amount of the replaced part is derecognised.

xvi) EMPLOYEE BENEFITS

The company provides for the various benefits plans to the employees. These are categorized into Defined
Benefits Plans and Defined Contributions Plans. Defined contribution plans includes the amount paid by the
company towards the liability for Provident fund to the employees provident fund organization and Employee
State Insurance fund in respect of ESI and defined benefits plans includes the retirement benefits, such as
gratuity.
a. In respect Defined Contribution Plans, contribution made to the specified fund based on the services rendered
by the employees are charged to Statement of Profit & Loss in the year in which services are rendered by the
employee.

b. Liability in respect of Defined Long Term benefit plan is determined at the present value of the amounts
payable determined using actuarial valuation techniques performed by an independent actuarial at each balance

339 | P a g e
sheet date using the projected unit credit methods. Re-measurement, comprising actuarial gain and losses, the
effects of assets ceiling (if applicable) and the return on plan assets (excluding interest), is reflected immediately
in the statement of Financial Position with a charge or credit recognized in other comprehensive income in the
period in which they occur. Past Service cost is recognized in the statement of profit & loss in the period of
plan amendment.

c. Liabilities for short term employee benefits are measured at undiscounted amount of the benefits expected
to be paid and charged to Statement of Profit & Loss in the year in which the related service is rendered.

xvii) INVENTORIES

Work in Progress

Work in Progress, are valued at cost based on First in First out method.
Stores & Spares are valued at lower of cost based on First in First out method or net realizable value.Cost of
inventories comprises all costs of purchase, conversion and other costs incurred in bringing the inventories to
their present location and condition.Net realizable value is the estimated selling price in the ordinary course of
business, less the estimated costs of completion and selling expenses.

2.5) CRITICAL ACCOUNTING ESTIMATES, ASSUMPTIONS AND JUDGEMENTS

In the process of applying the Group's accounting policies, management has made the following estimates,
assumptions and judgements, which have significant effect on the amounts recognised in the financial
statement:

(i) Property, Plant and Equipment

On transition to Ind AS, the Group has adopted optional exemption under IND AS 101 for fair valuation of
property, plant and equipment and investment properties. The Group appointed external adviser to assess the
fair value, remaining useful lives and residual value of property, plant and equipment. Management believes
that the assigned fair value, useful lives and residual value are reasonable.

(ii) Income taxes

Management judgment is required for the calculation of provision for income taxes and deferred tax assets and
liabilities. The Group reviews at each balance sheet date the carrying amount of deferred tax assets. The factors
used in estimates may differ from actual outcome which could lead to significant adjustment to the amounts
reported in the standalone financial statements.

(iii) Contingencies

Management judgement is required for estimating the possible outflow of resources, if any, in respect of
contingencies/claim/ litigations against the Group as it is not possible to predict the outcome of pending matters
with accuracy.

(iv) Allowance for uncollectable accounts receivable and advances

Trade receivables do not carry any interest and are stated at their normal value as reduced by appropriate
allowances for estimated irrecoverable amounts. Individual trade receivables are written off when management
deems them not to be collectible. Impairment is made on the expected credit losses, which are the present value
of the cash shortfall over the expected life of the financial assets.

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2.6) RECENT ACCOUNTING DEVELOPMENTS

Ministry of Corporate Affairs (“MCA”) notifies new standard or amendments to the existing standards under
Companies (Indian Accounting Standards) Rules as issued from time to time. On March 31, 2023, MCA
amended the Companies (Indian Accounting Standards) Rules, 2015 by issuing the Companies (Indian
Accounting Standards) Amendment Rules, 2023, applicable from April 1, 2023, as below:
Ind AS 1 – Presentation of Financial Statements

The amendments require companies to disclose their material accounting policies rather than their significant
accounting policies. Accounting policy information, together with other information, is material when it can
reasonably be expected to influence decisions of primary users of general purpose financial statements. The
Group does not expect this amendment to have any significant impact in its financial statements.

Ind AS 12 – Income Taxes

The amendments clarify how companies account for deferred tax on transactions such as leases and
decommissioning obligations. The amendments narrowed the scope of the recognition exemption in paragraphs
15 and 24 of Ind AS 12 (recognition exemption) so that it no longer applies to transactions that, on initial
recognition, give rise to equal taxable and deductible temporary differences. The Group is evaluating the
impact, if any, in its financial statements.

Ind AS 8 – Accounting Policies, Changes in Accounting Estimates and Errors.

The amendments will help entities to distinguish between accounting policies and accounting estimates. The
definition of a change in accounting estimates has been replaced with a definition of accounting estimates.
Under the new definition, accounting estimates are “monetary amounts in financial statements that are subject
to measurement uncertainty”. Entities develop accounting estimates if accounting policies require items in
financial statements to be measured in a way that involves measurement uncertainty. The Group does not expect
this amendment to have any significant impact in its financial statements.

The amendments will help entities to distinguish between accounting policies and accounting estimates. The
definition of a change in accounting estimates has been replaced with a definition of accounting estimates.
Under the new definition, accounting estimates are “monetary amounts in financial statements that are subject
to measurement uncertainty”. Entities develop accounting estimates if accounting policies require items in
financial statements to be measured in a way that involves measurement uncertainty. The Group does not expect
this amendment to have any significant impact in its financial statements.

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EMS LIMITED
(Formerly known as "EMS Infracon Private Limited")
(All amounts in Indian Rupees Lacs, unless otherwise stated)
ANNEXURE 6: STATEMENT OF RESTATED ADJUSTMENTS
Reconciliation of Total Comprehensive Income
Year Ended Year Ended Year Ended
Sr.
Particulars Note March 31, March 31, March 31,
No.
2023 2022 2021
I) Net Profit attributable to equity
shareholders (as per audited financial 10783.38 7902.87 7076.11
statements) (A)
II) Material Restatement Adjustments
i) Consolidation impact of Subsidiaries 1 - 51.37 (47.74)
ii) Bad Debts 2 - - (155.46)
iii)Initial Public Offer (IPO)Expenses 3 - - -
iv) Insurance expenses of employees and
4 18.14 19.72 9.75
directors
vi) Provision for Gratuity Expense 5 - 9.22 8.57
vii) Actuarial (Gain)/ Loss on Defined
5 - (6.53) (3.48)
Benefit Plan
v) Income tax provisions/Impact of above
8
adjustments - (20.36) 47.84
Total (B) 18.14 53.42 (140.52)

III) IND AS Adjustments

iii) Gain/(Loss) on Investments through
6 - (7.03) (1.00)
OCI
iv) Amortization of RoU Asset as per Ind
7 - 37.65 33.12
AS 116 'Leases'
iv) Tax impact on above adjustments 8 - (7.71) (8.08)

Total (C) - 22.92 24.04

IV) Restated Total Comprehensive Income
attributable to equity holders of the
10765.24 7826.53 7192.59
company as per Restated Statement of
Profit and Loss (A-B-C)
Note:
1. Consolidation of Subsidiaries
The group did not consolidate its interests in subsidiaries (i.e. investment in Partnership firms) earlier. Same
have now been restated and consolidated on line by line basis and resultant impact have been considered.
2. Bad Debts
The Company has written off Bad Debts during the years ended March 31, 2021. The effect of these items
has been adjusted in the respective periods of origination.
3. IPO Expenses
The Group has incurred IPO expenses which was expensed off during the period ended March 31,2023. These
expenses have been shown under the head 'other current assets' and will be netted off against the securities
premium on successful completion of public offer and listing process with stock exchanges.

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4. Insurance Expense of Employees and Directors
The group has taken several life insurance policies for its employees and directors during the years/period
ended March 31,2023, March 31,2022, March 31,2021. and were reported under 'Investments'. Same has been
reinstated and expensed off in the respective periods.
5. Provision for Gratuity Expense & Actuarial Gain/Loss on Defined benefit Plan
Provision for Gratuity Expense for the period/year ended March 31,2023, March 31,2022, March 31,2021 was
not created. Same as been reinstated as per Actuarial valuation report obtained for the period/year ended March
31,2023, March 31,2022, March 31,2021. Consequent impact on Actuarial Gain/Loss on Defined benefit plan
has been reinstated in the Ind AS Summary Statement.
6. Impact of IND AS 116 'Leases;
For the purpose of preparation of Restated Summary Statements, The Company has adopted Ind AS 116:
Leases from April 01, 2021 and management has evaluated the impact of change in accounting policies
required due to adoption of Ind AS 116 for the period / years ended March 31,2023, March 31, 2022.
7. Fair Valuation of Investment
The group has accounted for fair valuation of investment in gold and related ornaments with the resultant
impact being accounted for in the Other Equity (FVOCI)
8, Provision for Tax and Deferred Tax
The Statement of Profit and Loss for the period/years ended March 31,2023, March 31,2022, March 31,2021
and includes amount paid/ provided for shortfall/ excess current tax arising upon filing of tax returns, return
etc. which have been adjusted in the respective year/s to which they relate. Further it includes current tax and
deferred tax on all other restated adjustments.
Part B: Material Regrouping
Appropriate regroupings have been made in the Restated Ind AS Summary Statement of Assets and Liabilities,
Restated Ind AS Summary Statement of Profit and Loss and Restated Ind AS Summary Statement of Cash
Flows, wherever required, by reclassification of the corresponding items of income, expenses, assets,
liabilities and cash flows, in order to bring them in line with the accounting policies and classification as
per Ind AS financial information of the Company for the period ended March 31,2023 prepared in
accordance with Schedule III of Companies Act, 2013, requirements of Ind AS 1 and other applicable Ind AS
principles and the requirements of the Securities and Exchange Board of India (Issue of Capital & Disclosure
Requirements) Regulations 2018, as amended.
There are no audit qualifications for the respective year/period, which require any adjustments in the Restated
Ind AS Summary Statements.

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EMS LIMITED
(Formerly known as "EMS Infracon Private Limited")
(All amounts in Indian Rupees Lacs, unless otherwise stated)
ANNEXURE 7: PROPERTY, PLANT & EQUIPMENT
Freehold Plant & Furniture Office
Particulars Building Vehicles Computer Total
Land Machinery & Fixture Equipment
Gross Block
Balance as at April 1, 2021 267.85 208.82 1343.04 306.35 43.55 44.25 88.64 2302.50
Additions for the period 98.04 182.53 690.19 15.09 1.27 17.83 85.58 1090.54
Disposals - - - 38.35 - 1.06 - 39.41
Balance as at March 31, 2022 365.88 391.35 2033.24 283.09 44.83 61.02 174.21 3353.62

Accumulated Depreciation
Balance as at April 1, 2021 - 66.78 943.41 260.14 37.29 30.89 33.53 1372.04
Deductions/adjustments - - - 36.94 - - - 36.94
Depreciation for the year - 6.87 107.95 15.95 1.57 9.00 59.75 201.08
Balance as at March 31, 2022 - 73.65 1051.36 239.15 38.86 39.89 93.28 1536.18
Net Block
Balance as at April 1, 2021 267.85 142.04 399.64 46.22 6.26 13.36 55.10 930.46
Balance as at March 31, 2022 365.88 317.70 981.88 43.94 5.97 21.13 80.93 1817.45

344 | P a g e
ANNEXURE 7: PROPERTY, PLANT & EQUIPMENT
Plant & Furniture Office Computer &
Particulars Freehold Land Building Vehicles Total
Machinery & Fixture Equipment Softwares
Gross Block
Balance as at April 1, 2022 365.88 391.35 2,033.24 283.09 44.83 61.02 174.21 3,353.62
Additions for the period 26.70 11.53 106.95 34.93 1.88 31.55 8.57 222.12
Disposals - - - 89.09 0.10 1.65 0.03 90.87
Transfer from Right of Use Asset - - 107.50 - - - - 107.50
Loss of Control in subsidiary - - - - 0.21 - - 0.21
Balance as at March 31, 2023 392.59 402.88 2,247.69 228.93 46.40 90.92 182.75 3,592.16

Accumulated Depreciation
Balance as at April 1, 2022 - 73.65 1,051.36 239.15 38.86 39.89 93.28 1,536.18
Deductions/adjustments - - - 82.36 - - - 82.36
Depreciation for the period - 14.54 199.51 16.87 1.53 11.09 51.77 295.32
Transfer from Right of Use Asset - - 48.69 - - - - 48.69
Loss of Control in subsidiary - - - - 0.04 - - 0.04
Balance as at March 31, 2023 0.00 88.19 1,299.55 173.66 40.35 50.98 145.05 1,797.78
Net Block
Balance as at April 1, 2022 365.88 317.70 981.88 43.94 5.97 21.13 80.93 1,817.44
Balance as at March 31, 2023 392.59 314.69 948.13 55.27 6.05 39.94 37.70 1,794.37

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EMS LIMITED
(Formerly known as "EMS Infracon Private Limited")
(All amounts in Indian Rupees Lacs, unless otherwise stated)
ANNEXURE 8: CAPITAL WORK IN PROGRESS (CWIP)
As at March 31, 2023
Amount in CWIP for a period of
Total
Particulars
Less than 6 1-2 2-3 More than 3
months years years years
Projects in progress 372.49 30.32 - - 402.81

As at March 31, 2022

Amount in CWIP for a period of
Total
Particulars
1-2 2-3 More than 3
Less than 1 year
years years years
Projects in progress 30.32 - - - 30.32

As at March 31, 2021

Amount in CWIP for a period of
Total
Particulars 1-2 2-3 More than 3
Less than 1 year
years years years
Projects in progress 232.31 43.11 - - 275.42

EMS LIMITED
(Formerly known as "EMS Infracon Private Limited")
(All amounts in Indian Rupees Lacs, unless otherwise stated)
ANNEXURE 9: RIGHT OF USE ASSETS AND LEASE LIABILITIES
Particulars Land Vehicle Plant & Machinery Total
Cost/Deemed Cost
As at March 31,2022
Reclassified on adoption of IND-AS
1856.47 - 73.63 1930.11
116 as on April 1,2021
Additions - - - -
Deductions - - - -
Depreciation/Amortisation (37.65) - (13.33) (50.98)
Total 1818.82 - 60.31 1879.13

As at March 31,2023
Opening Balance 1818.82 - 60.31 1879.13
Additions 283.98 - - -
Deductions - - - -
Asset transfer to Property, Plant and
- - 58.81 58.81
Equipment (PPE)
Depreciation/Amortisation (43.13) - (1.50) (44.63)
Total 2059.66 - - 2059.66
(i) ROU assets are amortised from the commencement date on a straight-line basis over the lease term. The
lease term is 90 years for land, 3 years for Vehicle and3-4 years for Plant and Machinery respectively. The
aggregate depreciation expense on ROU assets is included under depreciation and amortisation expense in the
consolidated statement of Profit and Loss.

346 | P a g e
(ii) The following is the break-up of current and non-current lease liabilities

As at As at As at
Particulars March 31, March 31, March 31,
2023 2022 2021
Current lease liability - 6.29 35.84
Non-current lease liability - - 6.29
Total - 6.29 42.14
(iii) Following is the movement in lease liabilities
As at As at As at
Particulars March 31, March 31, March 31,
2023 2022 2021
Balance as at the beginning - - -
Additions - - -
Finance Cost accrued during the period - 2.35 6.07
Payment of lease liabilities - 38.19 55.43
Balance as at the end - (35.84) (49.36)

EMS LIMITED
(Formerly known as "EMS Infracon Private Limited")
(All amounts in Indian Rupees Lacs, unless otherwise stated)
ANNEXURE 10: INVESTMENT PROPERTY
(a) Freehold Land
Particulars Amount
As at March 31, 2021 590.00
Additions -
Disposals -
As at March 31, 2022 590.00
Additions -
Disposals -
As at March 31, 2023 590.00
(b) Capital Work in Progress
Particulars Amount
As at March 31, 2021 95.52
Additions 82.54
Disposals -
As at March 31, 2022 178.06
Additions 189.74
Disposals
As at March 31, 2023 367.80

Carrying Value
As at March 31,2021 685.52
As at March 31,2022 768.06
As at March 31,2023 957.80

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EMS LIMITED
(Formerly known as "EMS Infracon Private Limited")
(All amounts in Indian Rupees Lacs, unless otherwise stated)
As at March 31, 2023
Amount in CWIP for a period of
Total
Particulars
Less than 6
6 Months-2 years 2-3 years More than 3 years
months
Projects in progress 125.97 82.54 - - 208.51
As at March 31, 2022
Amount in CWIP for a period of
Total
Particulars
Less than 1 year 1-2 years 2-3 years More than 3 years
Projects in progress 82.54 - - - 82.54
As at March 31, 2021
Amount in CWIP for a period of
Particulars Total
Less than 1 year 1-2 years 2-3 years More than 3 years
Projects in progress - - - - -
(c) Disclosure pursuant to Ind AS 40 “Investment Property”
(i) Amount recognised in the Statement of Profit and Loss for investment property:
Year ended Year ended Year ended
Particulars March 31, March 31, March 31,
2023 2022 2021
Rental income derived from investment property - - -
Direct operating expenses pertaining from investment
- - -
property that generated rental income
Direct operating expenses pertaining from investment
- - -
property that did not generate rental income
(ii) Details with respect to fair valuation of Investment property
Year ended Year ended Year ended
Particulars March 31, March 31, March 31,
2023 2022 2021
Fair valuation by:
(i) independent registered valuers^ 579.04 579.04 579.04
(ii) independent unregistered valuers - - -
(iii) internally calculated by the finance department - - -
Total Fair Value 579.04 579.04 579.04
^Independent valuer as defined under rule 2 of Companies (Registered Valuers and Valuation) Rules, 2017
Note: Above valuation is based on government rates, market research, market trend and comparable values as
considered appropriate

EMS LIMITED
(Formerly known as "EMS Infracon Private Limited")
(All amounts in Indian Rupees Lacs, unless otherwise stated)
ANNEXURE 11: GOODWILL
Particulars Goodwill Total
As at April 1, 2021 7.21 7.21
Add: On acquisition of subsidiary during the year (Refer
580.90 580.90
ANNEXURE 46)
Add: Additions during the year 1.59 1.59
Less: Impairments during the year - -

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Less: Disposal during the year - -
As at March 31, 2022 589.69 589.69
Add: Additions during the year - -
Less: Impairments during the year - -
Less: Loss of Control in Subsidiary 6.68 6.68
As at March 31, 2023 583.01 583.01
Note:
The Holding Company evaluates goodwill for impairment annually or more frequently when an event occurs
or circumstances change that indicate the carrying value may not be recoverable. The Holding Company has
tested the goodwill for impairment.

EMS LIMITED
(Formerly known as "EMS Infracon Private Limited")
(All amounts in Indian Rupees Lacs, unless otherwise stated)
ANNEXURE 12: OTHER INTANGIBLE ASSETS
Particulars Computer Software
Gross Carrying Value
Balance as at April 1, 2021 0.15
Additions for the period -
Disposals 0.09
Balance as at March 31, 2022 0.07
Deductions/adjustments -
Depreciation for the period -
Balance as at March 31, 2023 0.07

Accumulated Depreciation -
Balance as at April 1, 2021 0.07
Amortisation During the year -
Disposals 0.07
Balance as at March 31, 2022 -
Amortisation During the period -
Balance as at March 31, 2023 -

Net Carrying value

Balance as April 1,2021 0.09
Balance as March 31,2022 -
Balance as at March 31, 2023 -

EMS LIMITED
(Formerly known as "EMS Infracon Private Limited")
(All amounts in Indian Rupees Lacs, unless otherwise stated)
ANNEXURE 13: INVESTMENTS
As at
Particulars
31-Mar-23 31-Mar-22 1-April-21
Unquoted; At Fair Value through Other comprehensive Income
Investment in Gold and related ornaments 58.79 50.96 43.94
Investment in Partnership firm EMS SINGH- JV 63.27 - -
Total 122.07 50.96 43.94

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ANNEXURE 14: OTHER FINANCIAL ASSETS
As at
Particulars
31-Mar-23 31-Mar-22 1-April-21
(Unsecured considered good, unless otherwise stated)
Security deposits 10.65 8.47 56.84
Deposit against Project-Agra 300.00 - -
Balance with banks held as deposits with maturity of more than 12
4,105.71 3,590.25 3,875.78
months
Total 4,416.36 3,598.72 3,932.62
* Pledged with Bank as Margin Money

ANNEXURE 15: OTHER FINANCIAL ASSETS

As at
Particulars 31-Mar- 31-Mar- 1-April-
23 22 21
Considered good
Receivable as Capex Annuity from UPJN under the Hybrid Annuity 4,620.27 - -
Model in 60 Quarterly Installments after completion of Capex and
- - -
Testing Phase
Total 4620.27 - -
Mirzapur Ghazipur STPS Private Limited-The Financial Asset of Rs 46.20 Crores has been recognized on
the basis and requirement of "Appendix D of Ind AS 115 "Service Concession Arrangement". As Per the
requirement of the Para 16 of the Appendix D of the Ind AS 115 " Service Concession Arrangements, the
Group shall recognise a financial asset to the extent that it has an unconditional contractual right to receive
cash or another financial asset from or at the direction of the grantor (UPJN) for the construction services; the
grantor has title, if any, discretion to avoid payment, usually because the agreement is enforceable by law. The
Group has an unconditional right ro receive cash if the grantor contractually guarantees to pay the Group (a)
specified or determinable amounts or (b) the shortfall, if any, between amounts received from users of the
public service and specified or determinable amounts, even if payment is contingent on the operator ensuring
the infrastructure meets specified quality or eficiency requirements. The Group has recognized the financial
asset and provisional revenue to the extent as 46.31% (Actual progress of the Group till 31.03.2023, based on
the monthly progress reports submitted to and approved by the UPJN) of the total project bid price adjusted by
the Price Index Multiple (PIM) minus, the actual billed revenue (on completion of respective milestones as per
concession agreement) till 31.03.2023.

EMS LIMITED
(Formerly known as "EMS Infracon Private Limited")
(All amounts in Indian Rupees Lacs, unless otherwise stated)
ANNEXURE 16: DEFERRED TAX ASSETS (NET)
(a) Component of deferred tax assets and liabilities are:-
As at As at As at
Particulars March 31, March 31, April 1,
2023 2022 2021
Deferred Tax Liabilities on account of:
Provision for Employee benefits 6.32 3.37 1.17
Fair valuation of investments 3.74 1.77 -
Total deferred tax liabilities (A) 10.06 5.14 1.17

Deferred Tax Assets on account of:

Property, Plant and Equipments 46.90 38.65 38.35
Fair valuation of investments 0.97 0.96 0.96

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Provision for Employee benefits 12.82 10.69 8.37
Losses of previous year - - -
Others (17.87)

Total deferred tax assets (B) 42.82 50.30 47.68

Disclosed as Deferred Tax Assets (Net - B-A) 32.76 45.16 46.51

Recognised in As at
As at Recognised
other March
Movement in deferred tax liabilities / asset April in profit &
comprehensive 31,
1, 2021 loss
income 2022
Deferred Tax Liabilities (A)
Actuarial Gain on defined benefit plan 1.17 - 2.20 3.37
Fair valuation of investments - - 1.77 1.77
Total 1.17 - 3.97 5.14
Deferred Tax Assets (B)
Property, Plant and Equipments 38.35 0.30 - 38.65
Fair valuation of investments 0.96 - - 0.96
Provision for Employee benefits 8.37 2.32 - 10.69
Losses of previous year - - - -
47.68 2.62 - 50.30
Disclosed as Deferred Tax Assets (Net - B-A) 46.51 2.62 (3.97) 45.16
EMS LIMITED
(Formerly known as "EMS Infracon Private Limited")
Recognised in As at
As at Recognised
other March
Movement in deferred tax liabilities / asset April in profit &
comprehensive 31,
1, 2022 loss
income 2023
Deferred Tax Liabilities (A)
Actuarial Gain on defined benefit plan 3.37 - 2.95 6.32
Others 1.77 - 1.97 3.74
Total 5.14 - 4.93 10.06

Deferred Tax Assets (B)

Property, Plant and Equipment’s 38.65 8.25 - 46.90
Fair valuation of investments 0.97 - - 0.97
Provision for Employee benefits 10.69 2.13 - 12.82
Losses of previous year
Others - (17.87) - (17.87)
50.31 (7.49) - 42.83
Disclosed as Deferred Tax Assets (Net - B-A) 45.16 (7.49) (4.93) 32.76

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ANNEXURE 17: INVENTORIES
As at
Particulars
31-Mar-23 31-Mar-22 1-April-21
(Valued at lower of cost or net realisable value)
Finished Goods/Semi Finished Goods/ Work in
10,475.91 5,412.85 3,542.93
Progress
Total 10,475.91 5,412.85 3,542.93

ANNEXURE 18: TRADE RECEIVABLES

As at
Particulars
31-Mar-23 31-Mar-22 1-April-21
Considered good
-Other than related parties 12,354.17 15,782.27 9,328.59
Total 12,354.17 15,782.27 9,328.59

EMS LIMITED
(Formerly known as "EMS Infracon Private Limited")
(All amounts in Indian Rupees Lacs, unless otherwise stated)
Trade Receivables ageing schedule
Outstanding for following Periods from due date of Payment
More
Particulars Less than 6 Months 1 Year - 2 Year -
than 3 Total
6 Months -1 year 2 year 3 year
years
As at March 31, 2023
(i) Undisputed Trade
4041.46 1377.23 3785.78 3102.16 47.54 12354.17
Receivables - considered good
(ii) Undisputed Trade
Receivables - considered - - - - - -
Doubtful
(iii) Disputed Trade Receivables
- - - - - -
- considered good/doubtful
Total 4041.46 1377.23 3785.78 3102.16 47.54 12354.17
As at March 31, 2022
(i) Undisputed Trade
11634.30 0.91 3543.23 392.84 211.00 15782.27
Receivables - considered good
(ii) Undisputed Trade
Receivables - considered - - - - - -
Doubtful
(iii) Disputed Trade Receivables
- - - - - -
- considered good/doubtful
Total 11634.30 0.91 3543.23 392.84 211.00 15782.27
As at April 1, 2021
(i) Undisputed Trade
8121.45 - 95.01 716.69 395.45 9328.59
Receivables - considered good
(ii) Undisputed Trade
Receivables - considered - - - - - -
Doubtful
(iii) Disputed Trade Receivables
- - - - - -
- considered good/doubtful
Total 8121.45 - 95.01 716.69 395.45 9328.59

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EMS LIMITED
(Formerly known as "EMS Infracon Private Limited")
(All amounts in Indian Rupees Lacs, unless otherwise stated)
ANNEXURE 19: CASH AND CASH EQUIVALENTS
As at
Particulars
31-Mar-23 31-Mar-22 1-April-21
Balances with Banks
- In Current Account 6314.71 3593.46 3626.93
- in Deposits with original maturity of less than 3 months 1843.18 2499.79 1386.11
Cash in Hand 9.57 12.04 30.05
Total 8167.47 6105.29 5043.09

ANNEXURE 20: BANK BALANCES OTHER THAN CASH AND CASH EQUIVALENTS
As at
Particulars
31-Mar-23 31-Mar-22 1-April-21
Balances in fixed deposit accounts with original maturity more
3954.68 2887.06 1708.42
than 3 months but less than 12 months
Total 3954.68 2887.06 1708.42

ANNEXURE 21: OTHER FINANCIAL ASSETS

As at
Particulars
31-Mar-23 31-Mar-22 1-April-21
Security Deposit - - -
Earnest Money Deposit 235.90 181.00 276.12
Interest accrued on Term Deposits 908.28 954.72 946.10
Retention money receivable from government 8719.58 7178.26 7131.91
Total 9863.76 8313.98 8354.14

ANNEXURE 22: OTHER CURRENT ASSETS

As at
Particulars
31-Mar-23 31-Mar-22 1-April-21
Unsecured, considered good:
Balance with Indirect revenues authorities 2369.88 1741.29 521.72
Prepaid Expenses 62.39 27.12 24.83
IPO Expenses* 23.26 - -
Advance to Suppliers 795.21 303.44 273.95
Advance to Related Parties (refer annexure 42) 7.26 42.77 4.31
Advance to Employees 13.83 24.01 6.82
Advance to Others 647.70 191.28 562.62
Other 147.06 644.49 608.01
Total 4066.59 2974.40 2002.26
* The Company has incurred initial public offer expenses amounting to INR 23.26 lacs which is shown under
the head 'other current assets'. These expenses will be netted off against the securities premium on successful
completion of public offer and listing process with stock exchanges.

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EMS LIMITED
(Formerly known as "EMS Infracon Private Limited")
(All amounts in Indian Rupees Lacs, unless otherwise stated)
ANNEXURE 23: EQUITY SHARE CAPITAL
(a) Equity Share Capital
As at March 31, 2023 As at March 31, 2022 As at April 1, 2021
Particulars Number of Number of Number of
Amount Amount Amount
Shares Shares Shares
Authorised Capital
1,50,00,000 Equity Shares
6,00,00,000 6,000.00 1,50,00,000 1,500.00 1,50,00,000 1,500.00
of Rupees 10.00 each
6,00,00,000 6,000.00 1,50,00,000 1,500.00 1,50,00,000 1,500.00
Issued Capital
1,17,50,000 Equity Shares
4,70,00,000 4,700.00 1,17,50,000 1,175.00 1,17,50,000 1,175.00
of Rupees 10.00 each
4,70,00,000 4,700.00 1,17,50,000 1,175.00 1,17,50,000 1,175.00
Subscribed and Fully Paid
up Capital
1,17,50,000 Equity Shares
4,70,00,000 4,700.00 1,17,50,000 1,175.00 1,17,50,000 1,175.00
of Rupees 10.00 each
4,70,00,000 4,700.00 1,17,50,000 1,175.00 1,17,50,000 1,175.00

(b): Reconciliation of the number of shares and amount outstanding as at March 31, 2023, March 31,
2022, and April 1, 2021
As at March 31, 2023 As at March 31, 2022 As at April 1, 2021
Particulars Number of Number of Number of
Amount Amount Amount
Shares Shares Shares
Equity Share Capital
Outstanding at the
1,17,50,000 1,175.00 1,17,50,000 1,175.00 1,17,50,000 1,175.00
beginning of the year
Add: Bonus Shares
3,52,50,000 3,525.00 - - - -
issued during the year
Less: Deletion during
- - - - - -
the year
Balance as at the end
4,70,00,000 4,700.00 1,17,50,000 1,175.00 1,17,50,000 1,175.00
of the year
(c) Detail of shareholder holding more than 5% shares of the Company:
As at March 31, 2023 As at March 31, 2022 As at April 1, 2021
Particulars Number of % of Number of % of Number of % of
Shares Holding Shares Holding Shares Holding
Ramveer Singh 4,59,70,000 97.81% 1,12,48,000 95.73% 1,12,48,000 95.73%
(d) Shares held by promoters at the end of the period
As at March 31, 2023 As at March 31, 2022 As at April 1, 2021
Particulars Number of % of Number of % of Number of % of
Shares Holding Shares Holding Shares Holding
Ramveer Singh 4,59,70,000 97.81% 1,12,48,000 95.73% 1,12,48,000 95.73%
Ashish Tomar 10,000 0.02% 2,500 0.02% 2,500 0.02%
Satish Kumar - - - - 2,49,500 2.12%
Smt Kritika Tomar 5000 0.01% - - - -
Smt Sakshi Tomar 5000 0.01% - - - -
Shri Gajendar Parihar 5000 0.01% - - - -

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 Smt Nirmala Tomar 5000 0.01% - - - -
(e) Right, preference and restrictions attached to shares Equity Shares
The Company has only one class of equity shares having a par value of INR 10.00 per share. Each Shareholder
is eligible for one vote per share. In the event of liquidation, the equity shareholders are eligible to receive the
remaining assets of the Company, after distribution of all preferential amount, in proportion of their
shareholding.

EMS LIMITED
(Formerly known as "EMS Infracon Private Limited")
(All amounts in Indian Rupees Lacs, unless otherwise stated)
ANNEXURE 24: OTHER EQUITY
As at As at
As at
Particulars March 31, March 31,
April 1, 2021
2023 2022
Capital Reserve 15.44 15.44 15.44
Retained Earnings 43,800.04 36,559.81 28,733.28
Securities Premium 75.00 75.00 75.00
General Reserve 192.75 192.75 192.75
Total 44,083.23 36,842.99 29,016.46

ANNEXURE 25: BORROWINGS (Non-current)

As at As at
As at
Particulars March 31, March 31,
April 1, 2021
2023 2022
Secured
From Banks
HDFC Bank 4,500.00 - -
(Term Loan for HAM Project of Mirzapur Ghazipur)
Unsecured
Loan from Corporate Body - - -
Loan from Others - 192.32 252.70
Loan from Related Party (Refer ANNEXURE 45) 39.56 178.99 63.59
Total 4,539.56 371.31 316.29

ANNEXURE 26: OTHER FINANCIAL LIABILITIES (NON-CURRENT)

As at As at As at
Particulars March March April 1,
31, 2023 31, 2022 2021
Security Deposits 244.85 237.87 212.13
Retention Money 429.08 351.36 453.28
Mobilisation Advance* 1,691.38 300.00 -
Total 2,365.30 889.22 665.41
*Mobilisation advance as of March 31, 2023 from:
1 Mobilization Advance from Mumbai 800.00
2 Mobilization Advance from UPJN 891.38
TOTAL 1,691.38

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EMS LIMITED
(Formerly known as "EMS Infracon Private Limited")
(All amounts in Indian Rupees Lacs, unless otherwise stated)
ANNEXURE 27: LONG TERM PROVISIONS
As at
Particulars
31-Mar-23 31-Mar-22 1-April-21
Provision for Gratuity 24.17 27.22 27.04
Grand Total 24.17 27.22 27.04

ANNEXURE 28: SHORT-TERM BORROWINGS

As at
Particulars
31-Mar-23 31-Mar-22 1-April-21
Secured
Loans repayable on Demand from Banks - - -
Total - - -

ANNEXURE 29: TRADE PAYABLES

As at
Particulars
31-Mar-23 31-Mar-22 1-April-21
Total outstanding dues to micro enterprises and small
- - -
enterprises (Refer ANNEXURE 42)
Total outstanding dues to other than micro enterprises
1540.49 4301.34 4030.25
and small enterprises
TOTAL 1540.49 4301.34 4030.25

As at March 31,2023
Outstanding for following periods from due date
of Payment
Particulars Total
Less than 1-2 2-3 More than
1 Year Years Years 3 Years
MSME - - - - -
Total outstanding dues of creditors other
1421.13 91.25 28.11 - 1540.49
than MSME
Disputed dues-MSME - - - - -
Disputed dues of creditors other than
- - - - -
MSME
TOTAL 1421.13 91.25 28.11 - 1540.49
As at March 31,2022
Outstanding for following periods from due date
of Payment
Particulars Total
Less than 1-2 2-3 More than
1 Year Years Years 3 Years
MSME - - - - -
Total outstanding dues of creditors other
3832.13 275.82 - 193.39 4301.34
than MSME
Disputed dues-MSME - - - - -
Disputed dues of creditors other than
- - - - -
MSME
TOTAL 3832.13 275.82 - 193.39 4301.34
As at April 1,2021

356 | P a g e
 Outstanding for following periods from due date
of Payment
Particulars Total
Less than 1-2 2-3 More than
1 Year Years Years 3 Years
MSME - - - - -
Total outstanding dues of creditors other
3778.70 58.16 193.39 4030.25
than MSME -
Disputed dues-MSME - - - - -
Disputed dues of creditors other than
- - - - -
MSME
TOTAL 3778.70 58.16 193.39 - 4030.25

ANNEXURE 30: OTHER FINANCIAL LIABILITIES

As at
Particulars
31-Mar-23 31-Mar-22 1-April-21
Mobilisation Advance* 3677.32 4015.22 -
TOTAL 3677.32 4015.22 -
*Mobilisation advance as of March 31, 2023 from:
1 Mobilization Advance from Dehradun Project 365.48
2 Mobilization Advance from Mirzapur 246.59
3 Mobilization Advance from Munger 1322.65
4 Mobilization Advance from Banthar 942.60
5 Mobilization Advance from Mumbai 800.00
6 Mobilization Advance from UPJN -
TOTAL Rs. 3677.32

ANNEXURE 31: OTHER CURRENT LIABILITIES

As at
Particulars
31-Mar-23 31-Mar-22 1-April-21
Advances from customers and others 137.12 96.63 84.78
Statutory Remittances 408.10 1066.31 191.56
Employee related payables 173.73 135.47 115.86
Expense payable 66.53 424.44 217.63
Work Contract Charges Payables 1,373.82 - -
Other payables 534.63 415.56 401.90
Total 2693.93 2138.41 1011.73

ANNEXURE 32: SHORT-TERM PROVISIONS

As at
Particulars
31-Mar-23 31-Mar-22 1-April-21
Provision for Gratuity 1.62 1.86 1.54
Total 1.62 1.86 1.54

ANNEXURE 33: CURRENT TAX LIABILITY (NET)

As at
Particulars
31-Mar-23 31-Mar-22 1-April-21
Provision for Income Tax (Net of Advance Tax) 35.43 392.21 1529.29
Total 35.43 392.21 1529.29

EMS LIMITED

357 | P a g e
(Formerly known as "EMS Infracon Private Limited")
(All amounts in Indian Rupees Lacs, unless otherwise stated)
ANNEXURE 34: REVENUE FROM OPERATIONS
Year ended Year ended Year ended
Particulars March 31, March 31, March 31,
2023 2022 2021
Sale of Services
Income from Installation and commissioning of
53,810.01 35,985.00 33,070.35
Sewerage Treatment plants

Other Operating Revenues

Scrap Sales 0.61 0.08 0.05
Commission (Received) 5.55 - -
Total 53,816.17 35,985.08 33,070.39

ANNEXURE 35: OTHER INCOME

Year ended Year ended Year ended
Particulars March 31, March 31, March 31,
2023 2022 2021
Interest Income 484.33 319.39 514.91
Rent - - 1.80
Gain on Investment in shares of subsidiary^ - - -
Profit from EMS SINGH JV-Partnership Firm 0.42 - -
Profit on sale of Property, Plant and Equipment 5.99 0.15 -
Miscellaneous Income 20.79 5.22 31.32
Total 511.54 324.76 548.03
^Consideration being less than Fair market Value as on the date of acquisition

ANNEXURE 36: COST OF REVENUE OPERATIONS

Year ended Year ended Year ended
Particulars March 31, March 31, March 31,
2023 2022 2021
Consumption of stores and spare parts 9,822.43 8,313.35 6,408.49
Power & Fuel 1,060.67 996.20 632.16
Labour Processing, Testing and Machinery Hire Charges 1,737.30 1,456.80 1,112.33
Installation and Erection Charges 20.44 666.38 7.36
Job Work Charges 28,282.53 13,007.18 12,421.64
Consultancy Fees 18.45 7.50 221.59
Other - - 18.02
Total 40,941.82 24,447.41 20,821.59
Due to loss of control in EMS Singh JV (Subsidiary), Inventory is derecognised and adjusted in Cost of
Revenue of operations.

ANNEXURE 37: CHANGES IN INVENTORIES OF WORK IN PROGRESS

Year ended Year ended Year ended
Particulars March 31, March 31, March 31,
2023 2022 2021
As at the end of the reporting period/year
Work in Progress 10,471.73 5,409.60 3,542.93
(A) 10,471.73 5,409.60 3,542.93
As at the beginning of the reporting period/year

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Work in Progress 5,409.60 3,542.93 4,290.49
(B) 5,409.60 3,542.93 4,290.49
Total (B-A) (5,062.13) (1,866.67) 747.56

ANNEXURE 38: EMPLOYEE BENEFIT EXPENSE

Year ended Year ended Year ended
Particulars
March 31, 2023 March 31, 2022 March 31, 2021
Salaries & Wages including Directors' Salary 1333.27 1007.89 744.61
Contribution to provident and other funds 40.50 20.08 19.45
Staff welfare expenses 19.68 27.65 12.48
Gratuity Expense 8.75 9.22 8.57
Total 1,402.19 1,064.84 785.11

ANNEXURE 39: FINANCE COSTS

Year ended Year ended Year ended
Particulars
March 31, 2023 March 31, 2022 March 31, 2021
Interest Expenses 0.07 2.43 44.45
Other Financial charges 376.28 572.16 400.80
Interest on Govt Dues 7.79 - -
Total 384.13 574.59 445.25

EMS LIMITED
(Formerly known as "EMS Infracon Private Limited")
(All amounts in Indian Rupees Lacs, unless otherwise stated)
ANNEXURE 40: DEPRECIATION AND AMORTISATION EXPENSES
Year ended Year ended Year ended
Particulars March 31, March 31, March 31,
2023 2022 2021
Property, Plant and Equipment 295.32 201.08 119.91
Intangible Assets - - 0.03
Right of Use Assets 44.63 50.98 53.56
Total 339.95 252.06 173.50

ANNEXURE 41: OTHER EXPENSES

Year ended Year ended Year ended
Particulars March 31, March 31, March 31,
2023 2022 2021
Advertisement & Business Promotion Expenses 11.48 0.05 -
Consumption of Spares and Stores 126.05 143.38 83.98
Job Work 246.09 205.68 269.49
Books & Periodicals 0.39 0.00 0.00
Travelling & Conveyance Expenses 25.49 16.65 9.27
Repairs & Maintenance Expense 51.98 45.15 35.57
Miscellaneous Expenses 101.95 4.09 4.15
Insurance 72.74 23.50 53.14
Legal and Professional charges 347.36 195.36 27.66
Power & Fuel 223.33 165.60 98.19
Printing and Stationery 6.65 3.27 2.98
Rent, Rates & Taxes expenses 32.40 27.44 3.40
Lease Expense 9.00 9.00 9.00
Auditors' Remuneration 27.96 20.77 17.57

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Fee & Subscription 54.09 4.71 0.95
Charity & Donation 64.19 0.02 2.56
Festival Expenses 23.72 15.53 6.64
Loss on sale of Property, Plant and Equipment - - -
Vehicle Running and Maintenance 2.13 4.11 7.18
Corporate Social Responsibility Expenses 200.20 200.28 190.20
Tender Fee 6.39 2.72 2.94
Telephone, Internet & Postage Expenses 0.74 1.00 1.30
Total 1,634.34 1,088.31 826.17

ANNEXURE 42: TAX EXPENSES

Year ended Year ended Year ended
Particulars March 31, March 31, March 31,
2023 2022 2021
Income Tax relating to current period/year 3,812.94 2,859.09 2,628.34
Total 3,812.94 2,859.09 2,628.34

EMS LIMITED
(Formerly known as "EMS Infracon Private Limited")
(All amounts in Indian Rupees Lacs, unless otherwise stated)
ANNEXURE 43: PAYABLE TO MICRO, SMALL AND MEDIUM ENTERPRISES
Details dues to micro and small enterprises as defined under the Micro, Small and Medium Enterprise
Development Act, 2006 (MSMED Act, 2006)
As at
Particulars
31-Mar-23 31-Mar-22 1-April-21
i) The principal amount and the interest due thereon
remaining unpaid to any supplier as at the end of each
accounting period/ year
-- Principal amount due to micro and small enterprises - - -
-- Interest due on above - - -

ii)The amount of interest paid by the buyer in terms ofsection

16, of the MSMED Act,2006 along with theamounts of
- - -
thepayment made to the supplier beyond the appointed day
during each accounting period/ year

iii) The amount of interest due and payable for the period of
delay in making payment(which have been paid but beyond
- - -
the appointed day during the year)but without adding the
interest specified under MSMED Act, 2006

iv) The amount of interest accrued and remaining unpaid at

- - -
theend of each accounting period/ year

v) The amount of further interest remaining due and payable

even in the succeeding years,until such date when the interest
dues as above are actually paid to the small enterprise for the - - -
purpose of disallowance as a deductible expenditure under
section 23 of the MSMED Act, 2006
Based on the balance confirmations received by the Company, there are no interest for delayed payment of
MSMED.

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ANNEXURE 44: EARNINGS PER SHARE
Year ended Year ended Year ended
Particulars March 31, March 31, March 31,
2023 2022 2021
Restated profit after tax attributable to the equity holders (INR
10881.63 7904.62 7195.37
in lacs) (A)
Weighted average number of shares considered for calculating
470 118 118
basic EPS (B)
Weighted average number of shares considered for calculating
470 118 118
diluted EPS (C)
Nominal value of shares (Rupees) 10.00 10.00 10.00
Basic earnings per share (Rupees) (D) = (A)/(B) 23.15 67.27 61.24
Diluted earnings per share (Rupees) (E) = (A)/(C) 23.15 67.27 61.24
*not annualised

EMS LIMITED
(Formerly Known as EMS Infracon Private Limited)
(All amounts in Indian Rupees Lacs, unless otherwise stated)
ANNEXURE :45 RELATED PARTY TRANSACTIONS
A. List of the related parties and nature of relationship with whom transactions have taken place during
the respective year
Description of Relationship Name of The Party
(a Key Managerial Personnel (KMP) Mr. Ramveer Singh (Chairman)
)
Mr. Ashish Tomar (Managing Director)
Mr. Satish Kumar (Director)*
Mr. Neeraj Srivastava (Professional Director)
Mrs. KritikaTomar (Director)῀
Mr. Gajendra Parihar (Chief Financial
officer)῀῀
Mr. Anup Kumar Pandey (Group Secretary) ^^
Mr. Deepak Kumar (Group Secretary) ^^^
Mr. Mukesh Garg (Independent Director)""
Ms. Chetna (Independent Director) "
Mr. Achal Kapoor (Independent Director)>
Mrs. Swati Jain (Independent Director)>>
(b Relative of KMP Mrs. NirmalaTomar (Wife of Mr.Ramveer
) Singh)
Mrs. Vinita Srivastava (Wife of Mr. Neeraj
Srivastava)
Mr. Pankaj Srivastava (Brother of Mr. Neeraj
Srivastava)

(c) Group/Firm in which directors and their relative EMS Infrastructure Private Limited
are interested
Neer Care India Private Limited
Envirocare
EMIT Group India (P) Ltd
* Upto Oct 10, 2022
῀ Appointed on October 17, 2022

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῀῀ Appointed on December 23, 2022
^^ Appointed on August 1, 2022 & Resigned on July 5,2023
^^ Appointed on July 5, 2023
^
"" Appointed on March 10, 2023
" Appointed on March 10, 2023
> Appointed on March 10, 2023
>> Appointed on March 10, 2023

B. Related Party Transactions and Balances

Year Year Year
Sr. ended ended ended
Particulars
No. March 31, March March
2023 31, 2022 31, 2021
A. Transactions during the year
(i) Purchase & Job Work
Neercare India Private Limited 10809.57 4336.15 277.58
Envirocare Engineering Services Private Limited - 284.11 97.60
EMS Infrastructure Private Limited 5347.22 844.76 3345.84
Mr. Pankaj Kumar Srivastava 10.00 - -
EMIT Group India (P) Ltd 2236.71 - -
Neeraj Srivastava 60.00 - -

(ii) Loan Taken

Mr. Ashish Tomar 0.37 115.40 0.51
Mr. Ramveer Singh 0.20 - -
Mr. Neeraj Srivastava - - 0.50

(iii) Repayment of Loan taken

Mr. Ramveer Singh 25.00 - -
Mr. Ashish Tomar 115.00 - -
Himal Hydro & General Construction Limited- Partner in
- - 3.14
EMS Himal Hydro JV
Satish Kumar - - -

(iv) Loan and Advances given

Primatech Infrastructure Private Limited - - 0.23
Mr. Ashish Tomar - 11.16 -
Neercare India Private Limited - 18.36 -
Envirocare Engineering Services Private Limited - 9.17 -
Kaushalaya Estate - - 4.08

(v) Loans and Advances received back

Mr. Satish Kumar - - 133.81
Primatech Infrastructure Private Limited - 0.23 5.03
Mr. Ashish Tomar 11.16 - -

(vi) Salary paid

Mr. Ashish Tomer 556.00 396.00 276.00
Mr. Ramveer Singh 556.00 396.00 276.00

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 Mr. Satish Kumar - - 18.00
Mr. Vaibhav Bhatia - 2.40 2.40
Mrs. NirmlaTomer 24.00 24.00 24.00
Mrs. Vinita Srivastava 9.84 9.84 -
Mrs. KritikaTomar 51.00 12.00 12.00
Mr. Gajendra Parihar 8.00 - -
Mr. Anup Kumar Pandey 1.05 - -

Year Year Year

Sr. ended ended ended
Particulars
No. March 31, March March
2023 31, 2022 31, 2021
(vii) Lease Rentals Paid
Mrs. Nirmla Tomer 9.00 9.00 9.00

(viii) Lease Rentals Received

Envirocare Engineering Services Private Limited - - 1.80
As at
Sr.
Particulars 31-Mar- 31-Mar- 31-Mar-
No.
23 22 21
B. Outstanding Payables
(i) Loan from Related parties
Mr. Neeraj Srivastava 0.50 0.50 0.50
Mr. Ashish Tomar 1.78 116.41 1.01
Mr. Ramveer Singh 37.28 62.08 62.08

(ii) Salary payable

Mr. Ashish Tomar 100.15 - -
Mr. Ramveer Singh 2.28 40.80 18.28
Mrs. KritikaTomar 8.97 - -
Mrs. Vinita Srivastava 0.66 - -
Mr. Satish Kumar - 29.74 14.70
Mrs. NirmalaTomar 1.20 2.24 1.65
Mrs. Gajendra Parihar 7.15 - -

(iii) Trade Payables

Neercare India Private Limited 735.17 1456.50 -
Envirocare Engineering Services Private Limited 16.39 79.56 124.35
EMS Infrastructure Private Limited 40.33 413.04 439.45
Neeraj Srivastava 59.80 - -

C. Outstanding Receivables
(i) Advance to Related parties
Primatech Infrastructure Private Limited - - 0.23
EMIT Group India (P) Ltd 7.26 - -
Neercare India Private Limited - 18.36 -
Ashish Tomar - 11.16 -
Envirocare Engineering Services Private Limited - 9.17 -
Kaushalaya Estate - 4.08 4.08

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(ii) Other Receivables
Neercare India Private Limited 134.14 - -

EMS LIMITED
(Formerly Known as EMS Infracon Private Limited)
(All amounts in Indian Rupees Lacs, unless otherwise stated)
ANNEXURE 46: GOODWILL/CAPITAL RESERVE ON CONSOLIDATION
Goodwill arising on business combination is allocated to the Group at the time of acquisition considering the
Group is expected to benefit from that business combination.
The Carrying amount of Goodwill is as follows:
a) Goodwill recognised in restated consolidated summary statements is in respect of the
following acquisitions:
As at
As at As at
Name of Subsidiary March
March 31,2022 April 1,2021
31,2023
EMS Green Energy Private Limited - - -
EMS TCP-JV - - -
Mirzapur Ghazipur Private Limited - - -
SK UEM Water Projects Private Limited 0.52 0.52 0.52
EMS Singh JV - 6.68 6.68
EMS Constructions 1.59 1.59 -
Canary Infrastructure Private Limited 580.90 580.90 -
b) Below is the reconciliation of carrying amount of Goodwill
As at
As at As at
Particulars March
March 31,2022 April 1,2021
31,2023
Opening Balance 589.69 7.21 0.52
Add:- On acquisition during the year - 582.48 6.68
Less:- On account of Impairment of Goodwill 6.68 - -
Closing Balance 583.01 589.69 7.21
The Carrying amount of Goodwill is stated above. The Recoverable amounts have been determined based on
value in use calculations which uses cash projections covering generally a period of five years (which are based
on key assumptions such as margins, expected growth rate based on past experience and management
expectations.
c) Capital Reserve recognised in restated consolidated summary statements is in respect of the
following acquisitions:
As at As at As at
Name of Subsidiary
March 31,2023 March 31,2022 April 1,2021
EMS Himal Hydra JV 15.44 15.44 15.44

ANNEXURE 47: CORPORATE SOCIAL RESPONSIBILITY (CSR)

Information in respect of CSR Expenditure required to be spent by the company
As at As at
As at
Particulars March March
March 31,2022
31,2023 31,2021
Gross Amount required to be spent by the company
200.20 200.28 190.20
during the period/year
Amount of expenditure incurred 380.00 16.37 264.00
Shortfall at the end of the period/year (179.80) 183.91 (73.80)
Total of previous period/year shortfall 175.64 355.44 171.54

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 Delay In Project
Reason for shortfall No Shortfall NIL
Identification
Education &
Nature of CSR Activities Education Healthcare
Healthcare

EMS LIMITED
(Formerly Known as EMS Infracon Private Limited)
(All amounts in Indian Rupees Lacs, unless otherwise stated)
ANNEXURE 48: SEGMENT INFORMATION
The Company is engaged in the business of providing turnkey services in water and wastewater collection,
treatment and disposal. Information is reported to and evaluated regularly by the Coperational Decision Maker
(CODM) i.e. Managing Director for the purpose of resource allocation and assessing performance focuses on
the business as whole. The CODM reviews the Company's performance focuses on the analysis of profit before
tax at an overall entity level. Accordingly, there is no other separate reportable segment as defined by IND AS
108 "Operating Segments".

ANNEXURE 49: CONTINGENT LIABILITIES

As at
Particulars March March April
31,2023 31,2022 1,2021
A) Disputed claims/levies in respect of Sales Tax:
- Reversal of input tax credit - - -
- Regular Assessment Order passed - - -
B) Disputed claims/levies in respect of Excise Duty/Goods and
Services Tax:
- Availability of input credit - - -
- Excise demand on excess / shortages - - -
C) Disputed claims/levies in respect of Income Tax - - -
D) Others 25,173.64 18,765.89 13,917.58
Total 25,173.64 18,765.89 13,917.58

ANNEXURE 50: EMPLOYMENT BENEFIT OBLIGATIONS

As at March 31, 2023
Particulars Non-
Current Total
Current
Gratuity
Present value of defined benefit obligation 1.62 24.17 25.79
Total employee benefit obligations 1.62 24.17 25.79
As at March 31,2022
Particulars Non-
Current Total
Current
Gratuity
Present value of defined benefit obligation 1.86 27.22 29.08
Total employee benefit obligations 1.86 27.22 29.08
As at March 31,2021
Particulars Non-
Current Total
Current
Gratuity
Present value of defined benefit obligation 1.54 27.04 28.58
Total employee benefit obligations 1.54 27.04 28.58
(a) Defined Benefit Plans

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Gratuity
The Company operates a defined benefit gratuity plan for its employees. The gratuity scheme provides for lump
sum payment to vested employees at retirement/death while in employment or on termination of employment
of an amount equivalent to 15 days salary payable for each completed year of service or part thereof in excess
of 6 months subject to a limit of INR 20.00 lakhs (March 31, 2022: INR 20.00 lakhs, April 1, 2021 : INR 20.00
)

EMS LIMITED
(Formerly Known as EMS Infracon Private Limited)
(All amounts in Indian Rupees Lacs, unless otherwise stated)
i) Movement of defined benefit obligation:
The amounts recognised in the balance sheet and the movements in the net defined benefit obligation over the
year are as follows:
Year ended Year ended Year ended
Particulars
March 31, 2023 March 31, 2022 March 31, 2021
Opening defined benefit obligation (A) 29.08 28.58 24.66
Current service cost 6.12 0.00 0.00
Past service cost
Interest cost 2.33 2.21 1.84
Expected return on plan assets
Total amount recognised in profit or loss
8.45 9.22 8.57
(B)
Remeasurements
Effect of change in financial assumptions 0.27 (1.07) (0.87)
Effect of change in demographic
- - -
assumptions
Effect of experience adjustments (12.01) (7.66) (3.78)
Total amount recognised in other
0.27 (8.72) (4.65)
comprehensive income (C)
Closing defined benefit obligation
37.80 29.08 28.58
(A+B+C)
ii) Net benefit asset/ (liability) recognised in the balance sheet
Year ended Year ended Year ended
Particulars
March 31, 2023 March 31, 2022 March 31, 2021
Present value of defined benefit obligation
37.80 29.08 28.58
at the end of the period
Less: Fair value of plan assets at the end of
- - -
the period
Net benefit liability/(asset) 37.80 29.08 28.58
iii) Principal assumptions used in determining gratuity obligations for the Company’s plan are shown
below:
Year ended Year ended Year ended
Particulars
March 31, 2023 March 31, 2022 March 31, 2021
Discount Rate 7.33% 7.45% 7.06%
Salary Growth Rate 10.00% 10.00% 10.00%
Expected Rate of Return on Plan Assets N.A N.A N.A
Normal Age of Retirement 60 years 60 years 60 years
Withdrawal Rate 10.00% 10.00% 10.00%
100% Indian 100% Indian
100% Indian
Mortality Table Assured Assured
Assured
Lives Mortality Lives Mortality

366 | P a g e
 (2012-14) Lives Mortality (2012-14)
Ultimate (2012-14) Ultimate Ultimate
Notes :
(1) The discount rate is based on the prevailing market yield of Indian Government Securities as at Balance
Sheet date for the estimated term of obligation.
(2) The estimate of future salary increase considered in actuarial valuation takes into account inflation,
seniority, promotion and other relevant factors such as supply and demand in the employment market.

EMS LIMITED
(Formerly Known as EMS Infracon Private Limited)
(All amounts in Indian Rupees Lacs, unless otherwise
stated)
(v) Sensitivity Analysis
The sensitivity of the defined benefit obligation to changes in the weighted principal assumptions is:
Year ended Year ended
Year ended
Particulars March 31, March 31,
March 31, 2023
2022 2021
(a) Impact of Discount rate on defined benefit
obligation
Increased by 1.00% (2.13) (2.47) (2.53)
Decreased by 1.00% 2.47 2.87 2.96
(b) Impact of Salary Escalation rate on defined
benefit obligation
Increased by 1.00% 1.99 2.28 2.33
Decreased by 1.00% (1.87) (2.20) (2.22)
(c) Impact of Withdrawal rate on defined benefit
obligation
Increased by 1.00% (0.25) (0.32) (0.41)
Decreased by 1.00% 0.25 0.32 0.41
The above sensitivity analyses are based on a change in an assumption while holding all other assumptions
constant. In practice, this is unlikely to occur, and changes in some of the assumptions may be correlated. When
calculating the sensitivity of the defined benefit obligation to significant actuarial assumptions the same method
i.e. projected unit credit method has been applied as that used for calculating the defined benefit liability
recognised in the balance sheet.
v) Risk Exposure
The defined benefit obligations have the undermentioned risk exposures:
Interest rate risk: The defined benefit obligation calculated uses a discount rate based on government bonds.
If bond yields fall, the defined benefit obligation will tend to increase.
Salary Inflation risk: Higher than expected increases in salary will increase the defined benefit obligation.
Demographic risk: This is the risk of variability of results due to unsystematic nature of decrements that
include mortality, withdrawal, disability and retirement. The effect of these decrements on the defined benefit
obligation is not straight forward and depends upon the combination of salary increase, discount rate and
vesting criteria.
Investment risk: The present value of the defined benefit plan liability is calculated using a discount rate
determined by reference to high quality corporate bond yields; if the return on plan asset is below this rate, it
will create a plan deficit.
vi) Defined benefit liability and employer contributions
The weighted average duration of the defined benefit obligation is 35.32 years (March 31, 2022: 33.85 years,
March 31, 2021: 32.89 years)
The expected maturity analysis of undiscounted gratuity is as follows:

367 | P a g e
 Year ended Year ended
Year ended
Particulars March 31, March 31,
March 31, 2023
2022 2021
Less than a year 1.68 1.93 1.59
Between 1 - 2 years 1.83 2.08 2.00
Between 2 - 3 years 2.10 2.19 2.16
Between 3 - 4 years 2.15 2.50 2.22
Between 4 - 5 years 2.42 2.54 2.42
Beyond 5 years 11.30 12.71 12.10
B) Defined Contribution Plan
The Company has a defined contribution plan in respect of provident fund. Contributions are made to provident
fund and employees state insurance in India for employees at the rate as prescribed in the regulations. The
obligation of the group is limited to the amount contributed and it has no further contractual nor any
constructive obligation.
The Company has recognized the following amounts towards defined contribution plan in the Statement of
Profit and Loss –
The Company has recognized the following amounts towards defined contribution plan in the Statement of
Profit and Loss –
Year ended Year ended Year ended
Particulars
March 31, 2023 March 31, 2022 March 31, 2021
Employer's Contribution to
18.26 20.08 19.45
Provident Fund and other funds
Included in ‘Contribution to provident and other funds’ under Employee Benefits Expense (Refer ANNEXURE
38)

EMS LIMITED
(Formerly Known as EMS Infracon Private Limited)
(All amounts in Indian Rupees Lacs, unless otherwise stated)
ANNEXURE 51: TRANSITION TO IND AS 116' LEASES'
Effective April 1, 2021(IND AS Transition Date), the Company adopted Ind AS 116 “Leases” and applied the
standard to all lease contracts existing on April 1, 2021 using the modified retrospective method and has taken
the cumulative adjustment to retained earnings, on the date of initial application. Consequently, the Company
recorded the lease liability at the present value of the lease payments discounted at the incremental borrowing
rate and the right of use asset at its carrying amount as if the standard had been applied since the commencement
date of the lease. On transition, the adoption of the new standard resulted in recognition of 'Right of Use' asset
of ₹ 1,769.82 lacs and a lease liability of ₹ 91.49 lacs. The effect of this adoption is insignificant on the profit
before tax, profit for the period and earnings per share.
The following is the summary of practical expedients elected on initial application:
- Applied a single discount rate to a portfolio of leases of similar assets in similar economic environment with
a similar end date
- Applied the exemption not to recognize right-of-use assets and liabilities for leases with less than 12 months
of lease term on the date of initial application
- Excluded the initial direct costs from the measurement of the right-of-use asset at the date of initial application
Following are the changes in the carrying value of right of use assets
Plant &
Particulars Land Vehicle Total
Machinery
Cost/Deemed Cost
As at March 31,2022
Reclassified on adoption of IND-AS 116
1856.47 - 73.63 1930.11
as on April 1,2021
Additions - - - -

368 | P a g e
Deductions - - - -
Depreciation/Amortisation (37.65) - (13.33) (50.98)
Total 1818.82 - 60.31 1879.13

As at March 31,2023
Opening Balance 1818.82 - 60.31 1879.13
Additions 283.98 - - -
Deductions - - - -
Asset transfer to Property, Plant and
- - (58.81) (58.81)
Equipment (PPE)
Depreciation/Amortisation (43.13) - (1.50) (44.63)
Total 2059.66 - - 2059.66
(i) ROU assets are amortised from the commencement date on a straight-line basis over the lease term. The
lease term is 90 years for land, 3 years for Vehicle and 3-4 years for Plant and Machinery respectively. The
aggregate depreciation expense on ROU assets is included under depreciation and amortisation expense in the
consolidated statement of Profit and Loss.
(ii) The following is the break-up of current and non-current lease liabilities
As at As at As at
Particulars
March 31,2023 March 31,2022 April 1,2021
Current lease liability - 6.29 35.84
Non-current lease liability - - 6.29
Total - 6.29 42.14
(iii) Following is the movement in lease liabilities
As at As at As at
Particulars
March 31,2023 March 31,2022 April 1,2021
Balance as at the beginning - - -
Additions - - -
Finance Cost accrued during the period - 2.35 6.07
Payment of lease liabilities - 38.19 55.43
Balance as at the end - (35.84) (49.36)
Rental expense recorded for short-term leases for the year ended March 31,2023 is ₹ 9.00 lacs (Year ended
March 31,2022: ₹ 9.00 lacs, Year ended March 31,2021: ₹ 9.00 lacs)

EMS LIMITED
(Formerly Known as EMS Infracon Private Limited)
(All amounts in Indian Rupees Lacs, unless otherwise stated)
ANNEXURE 52: FAIR VALUE MEASUREMENTS
i) Category of financial instruments and valuation techniques
Breakup of financial assets carried at amortised cost
As at
Particulars
31-Mar-23 31-Mar-22 1-April-21
Trade receivables-Current 12,354.17 15,782.27 9,328.59
Cash and cash equivalent 8,167.47 6,105.29 5,043.09
Bank Balances other than Cash and Cash
3,954.68 2,887.06 1,708.42
Equivalents
Investments 63.27 - -
Trade receivables- Non Current 4620.27 - -
Other Financial Assets-Non Current 4,416.36 3,598.72 3,932.62
Other financial Assets-Current
8,313.98 8,354.14
9,863.76

369 | P a g e
Note: The management has assessed that the carrying amounts of the above financial instruments approximate
their fair values.
Breakup of financial assets carried at fair value through Other Comprehensive Income
As at
Particulars
31-Mar-23 31-Mar-22 1-April-21
Investments 58.79 50.96 43.94
Breakup of financial liabilities carried at amortised cost
As at
Particulars
31-Mar-23 31-Mar-22 1-April-21
Borrowings-Non Current 4,539.56 371.31 316.29
Lease Liabilities-Non Current - - 6.29
Other financial liabilities-Non Current 2,365.30 889.22 665.41
Borrowings-Current - - -
Lease Liabilities-Current - 6.29 35.84
Trade payables 1,540.49 4,301.34 4,030.25
Other financial liabilities-Current 3,677.32 4,015.22 -
Note: The management has assessed that the carrying amounts of the above financial instruments approximate
their fair values.
ii) Fair value hierarchy
This section explains the judgements and estimates made in determining the fair values of the financial
instruments that are (a) recognised and measured at fair value and (b) measured at amortised cost and for which
fair values are disclosed in the financial statements to provide an indication about the reliability of the inputs
used in determining fair value, the company has classified its financial instruments into the three levels
prescribed under the accounting standard.
Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices. This includes
listed equity instruments that have quoted price. The fair value of all equity instruments which
are traded in stock exchanges is valued using the closing price as at the reporting period.
Level 2: The fair value of financial instruments that are not traded in an active market is determined using
valuation techniques which maximise the use of observable market data and rely as little as
possible on equity specific estimates. If all significant inputs required to fair value an
instruments are observable, the instrument is included in Level 2.
Level 3: If one or more of the significant inputs is not based on observable market data, the instrument
is included in Level 3. This is the case for unlisted equity securities, security deposits included
in Level 3.

EMS LIMITED
(Formerly Known as EMS Infracon Private Limited)
(All amounts in Indian Rupees Lacs, unless otherwise stated)
ANNEXURE 53: FIRST TIME ADOPTION OF IND AS
These are the company's first financial statements prepared in accordance with Ind AS.
The Accounting policies set out in Annexure 5 have been applied in preparing the financial statements for the
year ended March 31,2023, the comparative information presented in these financial statements for the year
ended March 31,2022 and in the preparation of an opening Ind AS balance sheet at April 1,2021 (the Company's
date of transition) .In preparing its opening Ind AS balance sheet, the Company has adjusted the amounts
reported previously in financial statements prepared in accordance with the accounting standards notified under
Companies (Accounting Standard) Rules,2006 (as amended) and other relevant provisions of the Act (previous
GAAP or Indian GAAP). An explanation of how the transition from previous GAAP to Ind AS has affected
the group's financial position, financial performance and cash flows is set out in the following tables and notes.
A) Exceptions applied
Ind AS 101 allows first time adopters certain exceptions from the respective application of certain requirements
under Ind AS.

370 | P a g e
The mandatory exceptions include the following:
I. De-recognition of financial assets and financial liabilities
Ind AS 101 requires a first time adopter to apply the de-recognition provisions of Ind AS 109 prospectively for
transactions occurring on or after the date of transition to Ind AS. However, Ind AS 101 allows a first time
adopter to apply the de-recognition requirements in Ind AS 109 retrospectively from a date of the entity's
choosing, provided that the information needed to apply Ind AS 109 to financial assets and financial liabilities
derecognised as a result of past transactions was obtained at the time of initially accounting for those
transactions.
II. Classification and measurement of Financial assets
IND AS 101 requires an entity to assess classification and measurement of financial assets on the basis of the
facts and circumstances that exist at the date of transition to Ind AS.
III. Estimates
Estimates made in accordance with previous GAAP at the date of transition to Ind AS should be considered
unless there is objective evidence that those estimates were in error.
Ind AS estimates as at April 01, 2021 are consistent with the estimates as at the same date made in conformity
with previous GAAP. The company made estimates for Investment in equity instruments carried at FVOCI in
accordance with Ind AS as at the date of transition as these were not required under previous GAAP.
Consequently, the company has applied the above requirement prospectively.
B) The Company has applied the following optional exemptions:
I. Deemed Cost
Ind AS 101 permits a first time adopter to elect to continue with the carrying value for all its property, plant
and equipment as recognised in the financial statements as at the date of transition to Ind AS, measured as per
the previous GAAP and use that as its deemed cost as at the date of transition after making necessary
adjustments for de-commissioning liabilities. This exemption can also be used for intangible assets covered by
Ind AS 38 'Intangible Assets' and investment property covered by Ind AS 40 'Investment Properties'.
Accordingly, the company has elected to measure all of its property, plant and equipment, intangible assets and
investment property at their previous GAAP carrying value.
II. Leases
Ind AS 116 'Leases' requires an entity to assess whether a contract or arrangement contains a lease in accordance
with Ind AS 116, this assessment should be carried out at the inception of the contract or arrangement. Ind AS
101 provides an option to make this assessment on the basis of facts and circumstances existing at the date of
transition to Ind AS, except where the effect is expected to be not material.
III. Designation of previously recognised financial instruments
Ind AS 101 allows an entity to designate investments in equity instruments at FVOCI on the basis of the facts
and circumstances at the date of transition to Ind AS.
The company has elected to apply this exemption for its investment in equity instruments.
IV. Business Combination
In accordance with Ind AS transitional provision, the company opted not to restate business combination which
occurred prior to transition date.
C) Reconciliations from previous GAAP
The following reconciliations provide a quantification of the effect of differences arising from the transition
from previous GAAP to Ind AS in accordance with Ind AS 101 whereas the notes explain the significant
differences thereto.
(i) Balance sheet reconciliations as of March 31,2022
(ii) Reconciliations of total equity as at March 31, 2022 and April 1, 2021
(iii) Reconciliations of statement of profit and loss for the year ended March 31,2022
(iv) Reconciliations of total comprehensive income for the year ended March 31, 2022
(v) Explanation of material adjustments to statement of cash flows

371 | P a g e
EMS LIMITED
(Formerly Known as EMS Infracon Private Limited)
(All amounts in Indian Rupees Lacs, unless otherwise stated)

(i) Balance sheet reconciliation as on April 1,2021

Notes to
Regrouped IND AS
Particulars Reconciliati IND AS
IGAAP Adjustments
on
ASSETS
Non-current assets
Property, Plant and Equipment 3,848.29 (2,648.74) 1,199.54
Capital Work in Progress - - -
ROU Assets 1 - 1,930.11 1,930.11
Investment Property 2 - 685.52 685.51
Goodwill 0.54 - 0.54
Other Intangible Assets - -
Financial Assets - - -
-Investments 3 85.15 (3.79) 81.35
-Other financial assets 3,877.51 - 38.35
Deferred tax Assets (net) 4 38.35 0.95 0.95
Other Non-current assets - - 7,849.83
Total Non-current assets 7,849.83 (35.96) 11,786.16
- - -
Current Assets
Inventories 3,531.83 - -
Financial Assets - - -
-Trade receivables 9,328.55 - 5,011.01
-Cash and Cash Equivalents 5,011.01 - -
Bank Balances other than Cash and
1,708.42 - -
Cash Equivalents
-Loans - - -
-Other Financial Assets 8,340.67 - 8,340.67
Other Current Assets 1,489.58 - -
Total current assets 29,410.07 - 29,410.07
Total 37,259.89 (35.96) 37,223.94

Equity and Liabilities

Equity
Equity share Capital 1,175.00 - 1,175.00
Other Equity 4 29,285.68 (27.62) 29,258.06
Non-Controlling Interest 16.18 - 16.18
Total equity 30,476.86 (27.62) 30,449.24

Liabilities
Non-current liabilities
Financial Liabilities
-Borrowings 214.34 - 214.34
Lease Liabilities 6.29 - 6.29
Deferred Tax Liabilities (Net) 4 - - -
Other non-current liabilities 664.73 - 664.73
Total non-current liabilities 885.36 - 885.36

372 | P a g e
Current Liabilities
Financial Liabilities
-Borrowings - - -
-Lease Liabilities 35.84 - 35.84
-Trade payables 3,794.63 - 3,794.63
Other Current Liabilities 607.68 - 607.68
Short Term Provisions - - -
Liabilities for Current Tax (Net) 1,459.52 (8.34) 1,451.19
Total current liabilities 5,897.67 (8.34) 5,889.33
Total equity and liabilities 37,259.89 (35.96) 37,223.94

(i) Balance sheet reconciliation as on March 31,2022

Notes to
Regrouped IND AS
Particulars Reconciliati IND AS
IGAAP Adjustments
on
ASSETS
Non-current assets
Property,Plant and Equipment 4530.32 (2717.95) 1812.37
Capital Work in Progress 30.32 - 30.32
ROU Assets 1 - 1879.13 1879.13
Investment Property 2 - 768.06 768.06
Goodwill 581.44 - 581.44
Other Intangible Assets
Financial Assets
-Investments 3 47.73 3.23 50.96
-Other financial assets 3598.71 - 3598.71
Deferred tax Assets ( net) 4 38.64 (0.81) 37.83
Other Non-current assets
Total Non-current assets 8827.16 (68.35) 8758.81

Current Assets
Inventories 5310.83 - 5310.83
Financial Assets - -
-Trade receivables 15782.24 - 15782.24
-Cash and Cash Equivalents 6095.32 - 6095.32
Bank Balances other than Cash and
2887.06 2887.06
Cash Equivalents
-Loans - -
-Other Financial Assets 8313.81 - 8313.81
Other Current Assets 4790.47 - 4790.47
Total current assets 43179.73 (68.35) 43179.73
Total 52006.89 (68.35) 51938.54

Equity and Liabilities

Equity
Equity share Capital 1175.00 - 1175.00
Other Equity 4 36994.03 (58.88) 36935.16
Non-Controlling Interest 94.27 - 94.27
Total equity 38263.30 (58.88) 38204.42

373 | P a g e
Liabilities
Non-current liabilities
Financial Liabilities
-Borrowings 478.99 478.99
Lease Liabilities - - -
Deferred Tax Liabilities (Net) 4 - - -
Other non-current liabilities 807.77 - 807.77
Total non-current liabilities 1286.76 - 1286.76

Current Liabilities
Financial Liabilities
-Borrowings
-Lease Liabilities 6.29 - 6.29
-Trade payables 4105.53 - 4105.53
Other Current Liabilities 5530.31 - 5530.31
Short Term Provisions
Liabilities for Current Tax (Net) 2814.50 (9.48) 2805.02
Total current liabilities 12456.83 - 12447.36
Total equity and liabilities 52006.89 (68.35) 51938.54

EMS LIMITED
(Formerly Known as EMS Infracon Private Limited)
(iii) Reconciliation of total equity as at March 31, 2022 and April 1, 2021
Notes to As at As at
Particulars Reconcil March 31, April 1,
iation 2022 2021
Equity share Capital 1,175.00 1,175.00
Reserves and surplus 36994.03 29,285.68
Total equity (shareholder's Fund) under Previous GAAP 38169.03 30,460.68
Adjustments:
Fair Valuation of Investment
1 3.23 (3.79)

Leases 2 (70.77) (33.12)

Tax Effects on the above 3 8.66 9.29
Total equity as per Ind AS 38110.15 30,433.05
iii) Reconciliations of statement of profit and loss for the year ended March 31,2022
For the year IND AS
Notes to ended
Particulars IND AS
Reconciliation March 31, Adjust
2021 ments
Income
Revenue from operations 47723.68 - 47723.68
Other income 417.95 - 417.95
Total Income 48141.62 - 48141.62
Expenses:
Cost of Revenue Operations 36214.93 - 36214.93
Changes in inventories of Finished Goods,
(1775.75) - (1775.75)
Work in Progress and stock in Trade
Employee benefit expenses 994.09 - 994.09
Finance costs 572.70 - 572.70

374 | P a g e
Depreciation and Amortization 213.59 37.65 251.25
Other expenses 3 1126.90 - 1126.90
Total expenses 37346.46 - 37384.12
Profit/(Loss) before tax and exceptional
10795.16 - 10757.51
item
Exceptional items
Profit before Tax 10795.16 - 10757.51
Tax expense:
Income Tax 2814.50 9.48 2805.02
Deferred tax 4 (0.30) - (0.30)
Total Tax Expense 2814.20 - 2804.73
Profit/(Loss) for the period 7980.96 (28.18) 7952.78
Other Comprehensive Income (OCI)(net of
5.26 5.26
tax)
Total Comprehensive Income for the year (22.92) 7958.04
Notes to As at As at
Particulars Reconciliatio March April 1,
n 31, 2022 2021
Profit after tax as per previous GAAP (including Non-Controlling
7980.96 7078.34
interests)
Adjustments
Fair Valuation of Investments 3 7.03 1.00
Leases 1 (37.65) (33.12)
Tax Effects on the above 4 7.71 8.08
Total Comprehensive income (Net of Tax) 7958.04 7054.80
Notes
1. Under the previous GAAP, advance rentals paid for leasehold land were disclosed under 'Property, Plant
and Equipment'. Under Ind AS, all lease arrangements have to be accounted for as per IND AS 116 ' Leases'.
The effect of this change has resulted in reclassification of amounts from Property, Plant and Equipment to
right of use assets and creation of corresponding lease liabilities on transition date (April 1, 2021) and as on
March 31, 2022.
2. Reclassification of Investment Properties
Under IGAAP, Investment Properties were classified under 'Property, Plant and Equipment'. On transition to
IND AS, same have been reclassified to Investment Properties under Non-Current Assets as these are not
intended to be occupied substantially for use or in the operation of the company.
3. Fair Valuation of Investments
The company has considered fair valuation of investment in gold and related ornaments in accordance with
stipulations of Ind AS 101 with the resultant impact being accounted for in the Other Equity (FVOCI).
4. The various transitional adjustments have deferred tax implications which have been accounted for by the
Company.Deferred tax adjustment have been recognised in relation to the underlying transaction either in
retained earnings or other comprehensive income, on the date of transition.
There were no material differences between the statements of cash flows presented under Ind AS and the
previous GAAP.
These are the notes to accounts to the financial statements.

375 | P a g e
EMS LIMITED
(Formerly Known as EMS Infracon Private Limited)
(All amounts in Indian Rupees Lacs, unless otherwise stated)
ANNEXURE 54
A) FINANCIAL RISK MANAGEMENT
The Company’s principal financial liabilities comprise loans, borrowings and trade and other payables. The
main purpose of these financial liabilities is to finance the Company’s operations. The Company’s principal
financial assets include loans, trade and other receivables, and cash and cash equivalents that derive directly
from its operations. The Company also holds investments. The Company is exposed to market risk, credit risk
and liquidity risk. The Company’s senior management oversees the management of these risks. The Company’s
senior management ensures that the Company’s financial risk activities are governed by appropriate policies
and procedures and that financial risks are identified, measured and managed in accordance with the
Company’s policies and risk objectives. All derivative activities for risk management purposes are carried out
by specialist teams that have the appropriate skills, experience and supervision. The Board of Directors reviews
and agrees policies for managing each of these risks, which are summarised below.
(a) Market risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of
changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and other
price risk, such as equity price risk. Financial instruments affected by market risk include loans and borrowings.
The Company has no direct exposure to foreign currency risk.
-Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because
of changes in market interest rates. The Company's exposure to the risk of changes in market interest rates
relates primarily to the Company’s long-term debt obligations with floating interest rates. The Company
manages its interest rate risk by having a balanced portfolio of fixed and variable rate loans and borrowings.
The Company’s policy is to borrow funds at fixed and floating rate of interest.
(b) Credit risk
Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer
contract, leading to a financial loss. The Company is exposed to credit risk from its operating activities
(primarily trade receivables) and from its financing activities, including investments, deposits with banks and
financial institutions and other financial instruments.
(i) Trade receivables
Customer credit risk is managed by the Company’s established policies, procedures and controls relating to
customer credit risk management. Credit quality of a customer is assessed based on an individual credit limits
and are defined in accordance with management's assessment of the customer. Outstanding customer
receivables are regularly monitored. The concentration of credit risk is limited due to the fact that the customer
base is large. An impairment analysis is performed at each reporting date using a provision matrix to measure
expected credit losses. The Company uses ageing buckets and provision matrix for the purpose of computation
of expected credit loss. The provision rates are based on past trend of recoverability. The calculation reflects
the probability-weighted outcome, the time value of money and reasonable and supportable information that is
available at the reporting date about past events, current conditions and forecasts of future economic conditions.
(ii) Financial instruments and bank deposits
Credit risk from balances with banks is managed by the management in accordance with the Company’s policy.
Investments of surplus funds are made only with approved counterparties based on limits defined by the
management. The limits are set to minimise the concentration of risks and therefore mitigate financial loss
through counterparty’s potential failure to make payments.
(c) Liquidity risk
Liquidity risk is the risk that the Company may encounter difficulty in meeting its present and future obligations
associated with financial liabilities that are required to be settled by delivering cash or another financial asset.
The Company’s objective is to maintain a balance between continuity of funding and flexibility through the
use of bank overdrafts, bank loans and finance leases. The Company closely monitors its liquidity position and
deploys a robust cash management system. It aims to minimise these risks by generating sufficient cash flows

376 | P a g e
from its current operations, which in addition to the available cash and cash equivalents and sufficient
committed fund facilities, will provide liquidity. The liquidity risk is managed on the basis of expected maturity
dates of the financial liabilities. The carrying amounts are assumed to be reasonable approximation of fair
value.
The table below summarises the maturity profile of the Company’s financial liabilities based on
contractual undiscounted payments.
Next 12
Particulars 1 to 5 years > 5 years Total
months
March 31,2023
Borrowings - 4,539.56 - 4,539.56
Lease liabilities - - - -
Trade payables 1,540.49 - - 1,540.49
Other financial liabilities 3,677.32 2,365.30 - 6,042.62

March 31,2022
Borrowings - 371.31 - 371.31
Lease liabilities 6.29 - - 6.29
Trade payables 4,301.34 - - 4,301.34
Other financial liabilities 4,015.22 889.22 - 4,904.44

April 1, 2021
Borrowings - 316.29 - 316.29
Lease liabilities 35.84 6.29 - 42.14
Trade payables 4,030.25 - - 4,030.25
Other financial liabilities - 665.41 - 665.41
B) Capital management
For the purpose of the Company’s capital management, capital includes issued equity capital, compulsorily
convertible preference shares, securities premium and all other equity reserves attributable to the equity holders.
The primary objective of the Company’s capital management is to maximise the shareholder value. The
Company manages its capital structure and makes adjustments in light of changes in economic conditions and
the requirements of the financial covenants. The Company monitors capital using a gearing ratio, which is net
debt divided by total capital plus net debt. The Company’s policy is to keep the gearing ratio between 0% and
25%. The Company includes within net debt, interest bearing loans and borrowings, less cash and cash
equivalents.
As at
Particulars March March April
31,2023 31,2022 1, 2021
Borrowings [including current borrowings (refer Annexure
4,539.56 371.31 316.29
25 and 28)]
Less: Cash and cash equivalents (refer Annexure 19) (8,167.47) (6,105.29) (5,043.09)
Net debt (A) (3,627.91) (5,733.98) (4,726.80)
Net debt (A) - - -

Equity (refer Annexure 23 and 24) 48,993.89 38,112.26 30,207.64

Total capital (B) 48,993.89 38,112.26 30,207.64
Capital and net debt (C = A+B) 45,365.98 32,378.28 25,480.84
Gearing ratio (D = A/C) - - -
In order to achieve this overall objective, the Company’s capital management, amongst other things, aims to
ensure that it meets financial covenants attached to the interest-bearing loans and borrowings that define capital
structure requirements. Breaches in meeting the financial covenants would permit the bank to immediately call

377 | P a g e
loans and borrowings. There have been no breaches in the financial covenants of any interest-bearing loans and
borrowing in the current period.

EMS LIMITED
(Formerly Known as EMS Infracon Private Limited)
(All amounts in Indian Rupees Lacs, unless otherwise stated)
ANNEXURE 55: DISCLOSURE OF INTEREST IN SUBSIDIARIES AND NON-CURRENT
INTEREST
a) Subsidiaries
The Group has following subsidiaries held directly and indirectly by the Parent Company i.e.
EMS Limited which operate in India
% Ownership Interest
Countr Proportion of Ownership Interest
Immediat
Sr. Name of Principal y of and voting power held by the Group
e Holding
No Company Activities Incorpo As at As at As at
Company
ration March March April
31,2023 31,2022 1,2021
SKUEM Water Supply,
Water Projects Sewerage and EMS
1 India 100% 100% 100%
Private waste Limited
Limited Management
EMS Green
Energy Construction EMS
2 India 100% 100% 100%
Private Activity Limited
Limited
EMS TCP-JV
Construction EMS
3 Private India 74% 74% 74%
Activity Limited
Limited
MirzapurGhaz
ipur STPS Construction EMS
4 India 60% 60% 60%
Private Activity Limited
Limited
Canary
Infrastructure Construction EMS
5 India 100% 100% -
Private Activity Limited
Limited
EMS Himal Construction EMS
6 India 51% 51% 51%
Hydra JV Activity Limited
Construction EMS
7 EMS Singh JV India - 51% 51%
Activity Limited
EMS Construction EMS
8 India 74% 74% -
Constructions Activity Limited

378 | P a g e
b) Details of Non-Wholly Owned Subsidiaries that have material Non-Controlling Interest
Proportion of Ownership Interest
and voting power held by the Non-
Sr. Principal Place of Controlling Interest
Name of the Subsidiary
No. Business As at As at As at
March March April
31,2023 31,2022 1,2021
1 EMS TCP-JV (P) Ltd. India 26% 26% 26%
Mirzapur Ghazipur STPS (P)
2 India 40% 40% 40%
Ltd
3 EMS Himal Hydra JV India 49% 49% 49%
4 EMS Singh JV India - 49% 49%
5 EMS Constructions India 26% 26% -

EMS LIMITED
(Formerly Known as EMS Infracon Private Limited)
(All amounts in Indian Rupees Lacs, unless otherwise stated)
ANNEXURE 55: DISCLOSURE OF INTEREST IN SUBSIDIARIES AND NON-CURRENT
INTEREST
c) The table shows summarized financial information of subsidiary of the Group that that have
material Non-Controlling interest before intragroup eliminations.
Subsidiary Name SKUEM WATER PROJECTS PRIVATE LIMITED
Statement of Assets and Liabilities
As at As at
As at April
Particulars March March
1,2021
31,2023 31,2022

Current Assets 534.12 493.97 341.55

Non-Current Assets 675.00 777.68 487.40
Current Liabilities 167.81 169.60 184.01
Non-Current Liabilities 328.85 570.95 234.45
Equity Interest attributable to the equity holders of the
712.45 531.10 410.50
company
Statement of Profit and Loss
Year ended Year ended
Year ended
Particulars March 31, March 31,
April 1, 2021
2023 2022
Revenue from Operations 1,102.12 876.39 731.62
Other Income 2.77 2.23 2.03
Expenses 858.53 711.98 616.19
Tax Expense 65.01 46.04 31.31
Profit/Loss for the year 181.35 120.60 86.14
Other comprehensive income - - -
Total Comprehensive Income/Loss 181.35 120.60 86.14
Profit for the year attributable to
Shareholders of the company 181.35 120.60 86.14
Non-Controlling Interest - - -

Other Comprehensive income for the year

- - -
attributable to
Shareholders of the company - - -

379 | P a g e
Non-Controlling Interest - - -

Total Comprehensive income for the year

attributable to
Shareholders of the company 181.35 120.60 86.14
Non-Controlling Interest - - -

Dividend paid to Non-Controlling Interest - - -

Net Cash Inflow/ (Outflow) from operating activity 308.14 144.91 18.99
Net Cash Inflow/ (Outflow) from investing activity (4.20) (358.95) (231.67)
Net Cash Inflow/ (Outflow) from financing activity (242.10) 336.50 28.67
Net Cash Inflow/ (Outflow) 61.84 481.40 47.66

ANNEXURE 55: DISCLOSURE OF INTEREST IN SUBSIDIARIES AND NON-CURRENT

INTEREST
c) The table shows summarized financial information of subsidiary of the Group that that have
material Non-Controlling interest before intragroup eliminations.
Subsidiary Name EMS GREEN ENERGY PRIVATE LIMITED
As at As at As at
Particulars March March April
31,2023 31,2022 1,2021
Current Assets 12.67 12.48 12.48
Non-Current Assets - - -
Current Liabilities 0.58 0.46 0.34
Non-Current Liabilities 4.93 4.73 4.73
Equity Interest Attributable to the equity holders of the
7.16 7.28 7.41
company
Year ended Year ended Year ended
Particulars March 31, March 31, April 1,
2023 2022 2021
Revenue from Operations - - -
Other Income - -
Expenses 0.12 0.13 0.14
Tax Expense - - -
Profit/Loss for the year (0.12) (0.13) (0.14)
Other comprehensive income - - -
Total Comprehensive Income/Loss (0.12) (0.13) (0.14)

- - -
Profit for the year attributable to
Shareholders of the company (0.12) (0.13) (0.14)
Non-Controlling Interest - - -

Other Comprehensive income for the year attributable to

Shareholders of the company (0.12) (0.13) (0.14)
Non-Controlling Interest - - -

Total Comprehensive income for the year attributable to

Shareholders of the company (0.12) (0.13) (0.14)
Non-Controlling Interest - - -

380 | P a g e
Dividend paid to Non-Controlling Interest - - -

Net Cash Inflow/ (Outflow) from operating activity (0.01) (0.01) (0.01)
Net Cash Inflow/ (Outflow) from investing activity - - -
Net Cash Inflow/ (Outflow) from financing activity 0.20 - -
Net Cash Inflow/ (Outflow) 0.19 (0.01) (0.01)

EMS LIMITED
(Formerly Known as EMS Infracon Private Limited)
(All amounts in Indian Rupees Lacs, unless otherwise stated)
ANNEXURE 55: DISCLOSURE OF INTEREST IN SUBSIDIARIES AND NON-CURRENT
INTEREST
c) The table shows summarized financial information of subsidiary of the Group that that have
material Non-Controlling interest before intragroup eliminations.
Subsidiary Name MIRZAPUR GHAZIPUR STPS PRIVATE LIMITED
As at As at
As at April
Particulars March 31, March 31,
01, 2021
2023 2022

Current Assets 2,903.69 259.71 1.59

Non-Current Assets 4,826.27 - -
Current Liabilities 2,211.37 8.94 0.82
Non-Current Liabilities 5,409.73 250.50 0.50
Equity Interest Attributable to the equity holders of the
108.86 0.27 0.27
company
Year ended Year ended Year ended
Particulars March 31, March 31, April 1,
2023 2022 2021

Revenue from Operations 6,995.06 - -

Other Income 2.75 - -
Expenses 6,847.34 - 0.21
Tax Expense 41.89 - 0.52
Profit/Loss for the year 108.58 - (0.73)
Other comprehensive income - - -
Total Comprehensive Income/Loss - - -

Profit for the year attributable to

Shareholders of the company 65.15 - (0.73)
Non-Controlling Interest 43.43 - -

Other Comprehensive income for the year attributable to

Shareholders of the company - - -
Non-Controlling Interest - - -

Total Comprehensive income for the year attributable to

Shareholders of the company 65.15 (0.73)
Non-Controlling Interest 43.43 - -

Dividend paid to Non-Controlling Interest - - -

381 | P a g e
Net Cash Inflow/ (Outflow) from operating activity 1,187.05 (237.34) 0.09
Net Cash Inflow/ (Outflow) from investing activity 2.75 - -
Net Cash Inflow/ (Outflow) from financing activity 5,141.38 250.00 1.50
Net Cash Inflow/ (Outflow) 6,331.18 12.66 1.59

EMS LIMITED
(Formerly Known as EMS Infracon Private Limited)
(All amounts in Indian Rupees Lacs, unless otherwise stated)
ANNEXURE 55: DISCLOSURE OF INTEREST IN SUBSIDIARIES AND NON-CURRENT
INTEREST
c) The table shows summarized financial information of subsidiary of the Group that that have
material Non-Controlling interest before intragroup eliminations.
Subsidiary Name CANARY INFRASTRUCTURE PRIVATE LIMITED
As at As at As at
Particulars
March 31, 2023 March 31, 2022 April 1, 2021
Current Assets 5.07 5.43 5.03
Non-Current Assets 280.57 280.57 280.57
Current Liabilities 0.38 0.62 0.50
Non-Current Liabilities 286.40 286.40 286.00
Equity Interest Attributable to the equity
(1.14) (1.02) (0.90)
holders of the company

Year ended Year ended Year ended

Particulars
March 31, 2023 March 31, 2022 April 1, 2021

Revenue from Operations - - -

Other Income - - -
Expenses 0.12 0.12 0.19
Tax Expense - - -
Profit/Loss for the year (0.12) (0.12) 0.19
Profit attributable to the equity - - -
holders of the company
Profit attributable to the Non - - -
Controlling Interest
Profit/Loss for the year (0.12) (0.12) (0.19)
Other comprehensive income - - -
Total Comprehensive Income/Loss (0.12) (0.12) (0.19)
Profit for the year attributable to
Shareholders of the company (0.12) (0.12) (0.19)
Non-Controlling Interest - - -
Other Comprehensive income for the year
- - -
attributable to
Shareholders of the company - - -
Non-Controlling Interest
Total Comprehensive income for the year
attributable to
Shareholders of the company (0.12) (0.12) (0.19)
Non-Controlling Interest
- - -
Dividend paid to Non-Controlling Interest - - -

382 | P a g e
Net Cash Inflow/ (Outflow) from
(0.36) 0.00 -
operating activity
Net Cash Inflow/ (Outflow) from investing
- - -
activity
Net Cash Inflow/ (Outflow) from
- 0.40 -
financing activity
Net Cash Inflow/ (Outflow) (0.36) 0.39 -

EMS LIMITED
(Formerly Known as EMS Infracon Private Limited)
(All amounts in Indian Rupees Lacs, unless otherwise stated)
ANNEXURE 55: DISCLOSURE OF INTEREST IN SUBSIDIARIES AND NON-CURRENT
INTEREST
c) The table shows summarized financial information of subsidiary of the Group that that have
material Non-Controlling interest before intragroup eliminations.
Subsidiary Name EMS -TCP PRIVATE LIMITED
As at As at
As at
Particulars March 31, March 31,
April 1, 2021
2023 2022
Current Assets 4,278.45 3283.88 539.90
Non-Current Assets 26.40 32.41 -
Current Liabilities 3,661.46 2953.14 477.59
Non-Current Liabilities 0.64 1.01 0.51
Equity Interest Attributable to the equity holders of the
642.75 362.15 61.80
company
Year ended Year ended
Year ended
Particulars March 31, March 31,
April 1, 2021
2023 2022

Revenue from Operations 12,363.77 13081.06 408.46

Other Income 6.31 - -
Expenses 11,995.21 12679.51 392.96
Tax Expense 94.26 101.20 3.70
Profit/Loss for the year 280.60 300.34 11.80
Other comprehensive income - - -
Total Comprehensive Income/Loss 280.60 300.34 11.80

Profit for the year attributable to

Shareholders of the company 280.60 300.34 11.80
Non-Controlling Interest 167.11 94.16 16.07

Other Comprehensive income for the year attributable

to
Shareholders of the company - - -
Non-Controlling Interest - - -

Total Comprehensive income for the year attributable

to
Shareholders of the company 280.60 300.34 11.80
Non-Controlling Interest 167.11 94.16 16.07

383 | P a g e
Dividend paid to Non-Controlling Interest - - -

Net Cash Inflow/ (Outflow) from operating activity 453.65 262.22 318.95
Net Cash Inflow/ (Outflow) from investing activity 6.31 (35.03) -
Net Cash Inflow/ (Outflow) from financing activity - - 50.51
Net Cash Inflow/ (Outflow) 459.96 227.20 369.46

EMS LIMITED
(Formerly Known as EMS Infracon Private Limited)
(All amounts in Indian Rupees Lacs, unless otherwise stated)
ANNEXURE 55: DISCLOSURE OF INTEREST IN SUBSIDIARIES AND NON-CURRENT
INTEREST
c) The table shows summarized financial information of subsidiary of the Group that that have
material Non-Controlling interest before intragroup eliminations.
Subsidiary Name EMS -HIMAL HYDRO JV
As at As at
As at
Particulars March 31, March 31,
April 1, 2021
2023 2022
Current Assets 209.15 652.02 575.02
Non-Current Assets 3.09 4.90 6.24
Current Liabilities 382.49 572.06 478.87
Non-Current Liabilities - 192.32 237.71
Capital Reserve arising due to consolidation 15.44 15.44 15.44
Interest Attributable to the EMS Limited (Partner) of the (185.69) (122.89) (150.75)
Firm
Year ended Year ended
Year ended
Particulars March 31, March 31,
April 1, 2021
2023 2022
Revenue from Operations 113.28 494.60 378.56
Other Income 36.48 0.74 1.24
Expenses 211.05 467.21 383.17
Tax Expense 1.52 0.26 0.17
Profit/Loss for the year (62.81) 27.87 (3.54)
Other comprehensive income - - -
Total Comprehensive Income/Loss (62.81) 27.87 (3.54)

Profit for the year attributable to

Shareholders of the company (62.81) 27.87 (3.54)
Non-Controlling Interest - - -

Other Comprehensive income for the year attributable

to
Shareholders of the company - - -
Non-Controlling Interest - - -

Total Comprehensive income for the year attributable

to
Shareholders of the company (62.81) 27.87 (3.54)
Non-Controlling Interest - - -

384 | P a g e
Dividend paid to Non-Controlling Interest - - -

Net Cash Inflow/ (Outflow) from operating activity 224.51 32.36 (29.49)
Net Cash Inflow/ (Outflow) from investing activity 17.96 0.75 (0.35)
Net Cash Inflow/ (Outflow) from financing activity (192.32) (45.65) (11.05)
Net Cash Inflow/ (Outflow) 50.16 (12.55) (40.89)

EMS LIMITED
(Formerly Known as EMS Infracon Private Limited)
(All amounts in Indian Rupees Lacs, unless otherwise stated)
ANNEXURE 55: DISCLOSURE OF INTEREST IN SUBSIDIARIES AND NON-CURRENT
INTEREST
c) The table shows summarized financial information of subsidiary of the Group that that have
material Non-Controlling interest before intragroup eliminations.
Subsidiary Name EMS -SINGH JV

As at As at As at
Particulars March March April
31,2023 31,2022 1,2021
Current Assets - 214.00 243.96
Non-Current Assets - 0.17 0.19
Goodwill - 6.68 6.68
Current Liabilities - 158.09 184.56
Non-Current Liabilities - - 14.99
Interest Attributable to the EMS Limited (Partner) of the Firm - 62.77 51.28
Year ended Year ended Year ended
Particulars March 31, March 31, April 1,
2023 2022 2021
Revenue from Operations - 369.09 905.07
Other Income - 0.12 0.08
Expenses - 346.94 830.93
Tax Expense - 6.96 22.93
Profit/Loss for the year - 15.31 51.28
Other comprehensive income - - -
Total Comprehensive Income/Loss - 15.31 51.28

Profit for the year attributable to

Shareholders of the company - 15.31 51.28
Non-Controlling Interest - - -

Other Comprehensive income for the year attributable to

Shareholders of the company - - -
Non-Controlling Interest - - -

Total Comprehensive income for the year attributable to

Shareholders of the company - 15.31 51.28
Non-Controlling Interest - - -

Dividend paid to Non-Controlling Interest - - -

385 | P a g e
Net Cash Inflow/ (Outflow) from operating activity - 6.85 10.43
Net Cash Inflow/ (Outflow) from investing activity - (1.77) (6.90)
Net Cash Inflow/ (Outflow) from financing activity - (18.74) 14.99
Net Cash Inflow/ (Outflow) - (13.67) 18.53

EMS LIMITED
(Formerly Known as EMS Infracon Private Limited)
(All amounts in Indian Rupees Lacs, unless otherwise stated)
ANNEXURE 55: DISCLOSURE OF INTEREST IN SUBSIDIARIES AND NON-CURRENT
INTEREST
c) The table shows summarized financial information of subsidiary of the Group that that have
material Non-Controlling interest before intragroup eliminations.
Subsidiary Name EMS -CONSTRUCTIONS
As at As at
Particulars
March 31,2023 March 31,2022

Current Assets 67.63 4.71

Goodwill 1.59 1.59
Current Liabilities 2.28 0.37
Non-Current Liabilities 0.37 -
Interest Attributable to the EMS Limited (Partner) of the Firm 66.57 5.92
Year ended Year ended March
Particulars
March 31, 2023 31, 2022
Revenue from Operations 5.55 -
Other Income 0.66 0.43
Expenses 1.40 1.35
Tax Expense 1.30
Profit/Loss for the year 3.52 (0.92)
Other comprehensive income - -
Total Comprehensive Income/Loss 3.52 (0.92)
Profit for the year attributable to
Shareholders of the company 3.52 (0.92)
Non-Controlling Interest - -

Other Comprehensive income for the year attributable to

Shareholders of the company - -
Non-Controlling Interest - -

Total Comprehensive income for the year attributable to

Shareholders of the company 3.52 (0.92)
Non-Controlling Interest - -
Dividend paid to Non-Controlling Interest - -

Net Cash Inflow/ (Outflow) from operating activity 3.90 (1.95)

Net Cash Inflow/ (Outflow) from investing activity 0.65 (1.15)
Net Cash Inflow/ (Outflow) from financing activity 42.64 7.21
Net Cash Inflow/ (Outflow) 47.19 4.11

386 | P a g e
EMS LIMITED
(Formerly Known as EMS Infracon Private Limited)
(All amounts in Indian Rupees Lacs, unless otherwise stated)
d)
As at As at
As at April 1
S No. Particulars March March 31,
,2021
31,2023 2022
1 EMS Green Energy Private Limited - - -
2 EMS TCP-JV Private Limited 210.55 94.16 16.07
3 Mirzapur Ghazipur STPS Private Limited 0.11 0.11 0.11
4 SK UEM Water Projects Private Limited - - -
5 Canary Infrastructure Private Limited - - -

387 | P a g e
EMS LIMITED
(Formerly Known as EMS Infracon Private Limited)
(All amounts in Indian Rupees Lacs, unless otherwise stated)
ANNEXURE 56: ADDITIONAL INFORMATION TO THE RESTATED FINANCIAL STATEMENTS AS REQUIRED UNDER SCHEDULE III OF THE
COMPANIES ACT 2013 OF ENTITIES CONSOLIDATED AS SUBSIDIARIES
Following is the share of Net Assets and Profit or Loss of the entities which have been consolidated for preparation of the restated consolidated summary statements of EMS
Limited for the Financial Year ended March 31, 2023.
Share in Other
Net Assets i.e. Total Assets Share in Total
Share in Profit & Loss Comprehensive Income
minus total liabilities Comprehensive Income
(OCI)
As % of
Name of Entity As % of
As % of As % of Consolidated
Consolidated
Consolidated Amount Amount Consolidated Amount Total Amount
Profit and
Net Assets OCI comprehensive
Loss
income
A) Parent Company
EMS Limited 97.53% 47979.32 96.32% 10315.02 100% 14.65 96.32% 10329.66
B) Subsidiaries
SK UEM Water Projects Private Limited 1.27% 625.95 1.69% 181.35 - - 1.69% 181.35
EMS Green Energy Private Limited (0.01%) (2.84) 0.00% (0.12) - - 0.00% (0.12)
EMS TCP-JV Private Limited 1.20% 592.75 1.94% 207.65 - - 1.94% 207.65
Mirzapur Ghazipur STPS Private Limited 0.22% 107.86 0.61% 65.15 - - 0.61% 65.15
Canary Infrastructure Private Limited 0.00% (0.14) 0.00% (0.12) - - 0.00% (0.12)
EMS Singh JV 0.00% - 0.00% - - - 0.00% 0.00
EMS Himal Hydro JV (0.33%) (160.32) (0.59%) (62.81) - - (0.59%) (62.81)
EMS Constructions 0.10% 50.13 0.03% 3.52 - - 0.03% 3.52
100% 49192.70 100% 10709.64 100% 14.65 100% 10724.29
C) Adjustment due to Consolidation (212.22) 40.95 - 40.95
TOTAL 48980.49 10750.59 14.65 10765.24

D) Non-Controlling Interests in
Subsidiaries
EMS TCP-JV Private Limited 13.00 72.96 - 72.96

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MirzapurGhazipur STPS Private Limited 0.40 43.43 - 43.43
Total 48993.89 10866.98 14.65 10881.63

EMS LIMITED
(Formerly Known as EMS Infracon Private Limited)
(All amounts in Indian Rupees Lacs, unless otherwise stated)
ANNEXURE 56: ADDITIONAL INFORMATION TO THE RESTATED FINANCIAL STATEMENTS AS REQUIRED UNDER SCHEDULE III OF THE
COMPANIES ACT 2013 OF ENTITIES CONSOLIDATED AS SUBSIDIARIES
Following is the share of Net Assets and Profit or Loss of the entities which have been consolidated for preparation of the restated consolidated summary statements of EMS
Limited for the Financial Year ended March 31, 2022.
Share in Other
Net Assets i.e Total Assets Share in Total
Share in Profit & Loss Comprehensive Income
minus total liabilities Comprehensive Income
(OCI)
As % of
Name of Entity As % of
As % of As % of Consolidated
Consolidated
Consolidated Amount Amount Consolidated Amount Total Amount
Profit and
Net Assets OCI comprehensive
Loss
income
A) Parent Company
EMS Limited 97.73% 36713.31 95.01% 7421.93 100% 11.79 95.01% 7433.72
B) Subsidiaries
SKUEM Water Projects Private Limited 1.41% 531.10 1.54% 120.60 - - 1.54% 120.60
EMS Green Energy Private Limited 0.02% 7.28 (0.03%) (2.72) - - (0.03%) (2.72)
EMS TCP-JV Private Limited 0.96% 362.15 2.96% 230.99 - - 2.95% 230.99
Mirzapur Ghazipur STPS Private Limited 0.00% 0.27 (0.01%) (0.44) - - (0.01%) (0.44)
Canary Infrastructure Private Limited 0.00% (1.02) (0.01%) (0.67) - - (0.01%) (0.67)
EMS Singh JV 0.15% 56.08 0.20% 15.31 - - 0.20% 15.31
EMS Himal Hydro JV (0.29%) (107.45) 0.36% 27.87 - - 0.36% 27.87
EMS Constructions 0.01% 4.34 (0.01%) (0.92) - - (0.01%) (0.92)
100% 37566.06 100% 7811.96 100% 11.79 100% 7823.75

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C) Adjustment due to Consolidation 532.79 - - -
TOTAL 38098.85 7811.96 11.79 7823.75
D) Non-Controlling Interests in
Subsidiaries
EMS TCP-JV Private Limited 13.00 81.16 - 81.16
Mirzapur Ghazipur STPS Private Limited 0.40 (0.29) - (0.29)
Total 38112.25 7892.83 11.79 7904.62

EMS LIMITED
(Formerly Known as EMS Infracon Private Limited)
(All amounts in Indian Rupees Lacs, unless otherwise stated)
ANNEXURE 56: ADDITIONAL INFORMATION TO THE RESTATED FINANCIAL STATEMENTS AS REQUIRED UNDER SCHEDULE III OF THE
COMPANIES ACT 2013 OF ENTITIES CONSOLIDATED AS SUBSIDIARIES
Following is the share of Net Assets and Profit or Loss of the entities which have been consolidated for preparation of the restated consolidated summary statements of EMS
Limited for the Financial Year ended March 31, 2021.
Net Assets i.e. Total Assets Share in Other Share in Total
Share in Profit & Loss
minus total liabilities Comprehensive Income (OCI) Comprehensive Income

As % of
Name of Entity As % of
As % of As % of Consolidated
Consolidated
Consolidated Amount Amount Consolidated Amount Total Amount
Profit and
Net Assets OCI comprehensive
Loss
income

A) Parent Company
EMS Limited 98.71% 29741.41 97.99% 7043.55 100% 4.22 97.99% 7047.77

B) Subsidiaries
SKUEM Water Projects Private Limited 1.36% 410.50 1.20% 86.14 - - 1.20% 86.14
EMS Green Energy Private Limited 0.02% 7.41 0.00% (0.14) - - 0.00% (0.14)

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EMS TCP-JV Private Limited 0.21% 61.80 0.16% 11.80 - - 0.16% 11.80
Mirzapur Ghazipur STPS Private Limited 0.00% 0.27 (0.01%) (0.73) - - (0.01%) (0.73)
EMS Singh JV 0.15% 44.60 0.71% 51.28 - - 0.71% 51.28
EMS Himal Hydro JV (0.45%) (135.32) (0.05%) (3.54) - - (0.05%) (3.54)
100% 30130.67 100% 7188.36 100% 4.22 100% 7192.58
C) Adjustment due to Consolidation 63.55 - - -
TOTAL 30194.23 7188.36 4.22 7192.58
D) Non-Controlling Interests in
Subsidiaries

EMS TCP-JV Private Limited 13.00 3.07 - 3.07

Mirzapur Ghazipur STPS Private Limited 0.40 (0.29) - (0.29)
Total 30207.63 7191.14 4.22 7195.36

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EMS LIMITED
(Formerly Known as EMS Infracon Private Limited)
(All amounts in Indian Rupees Lacs, unless otherwise stated)
ANNEXURE 57: RECONCILIATION OF LIABILITIES ARISING FROM FINANCING
ACTIVITIES
Opening Balance Closing Balance
Net Cash
Particulars as at April 1, as at March 31,
Flow
2021 2022
Non- Current Borrowings 316.29 55.02 371.31
Current Borrowings - - -
Total liabilities from financing activities 316.29 55.02 371.31
Opening Balance Closing Balance
Net Cash
Particulars as at April 1, as at March 31,
Flow
2022 2023
Non- Current Borrowings 371.31 4,168.25 4,539.56
Current Borrowings - - -
Total liabilities from financing activities 371.31 4,168.25 4,539.56

ANNEXURE 58: FINANCIAL RATIOS

As at As at As at
Partic
Methodology March 31, March 31, March 31,
ulars
2023 2022 2021
1 Current Ratio
Current Ratio = Current Assets/Current
6.15 3.82 4.54
Liabilities
% change from previous year 61% (16%) 21%
Due to
decrease in
Reason for change more than 25% - -
Current
Liabilities
2 Debt-Equity Ratio
Debt-Equity Ratio = Net Debt/Net Worth 0.09 0.01 0.01
% change from previous year 851% (7%) (84%)
Repayment of
Due to
Long-term
decrease in
Reason for change more than 25% - debt has led to
Long Term
decrease in
Debts
ratio
3 Debt Service Coverage Ratio
Debt Service Coverage Ratio = EBITDA/Net
2367.47 292.63 5.92
Debt
% change from previous year 709% 4841% (92%)
Increase in
Due to Repayment of
Due to
decrease in Long-term
Reason for change more than 25% decrease in
repayment of debt has led to
debt service.
debt decrease in
ratio
4 Return on Equity Ratio
Return on Equity Ratio= Profit after tax/Average
0.25 0.23 0.27
Net worth*100

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 % change from previous year 8% (14%) (27%)
Due to
Reason for change more than 25% - - Increase in
PAT
5 Inventory turnover ratio
Inventory turnover ratio= Closing inventory/Net
71.05 54.90 39.10
sales*365
% change from previous year 29% 40% (19%)
Increase in
Due to Inventories
Reason for change more than 25% Increase in has led to -
Inventories improvement
in ratio
6 Trade receivables turnover ratio
Trade receivables turnover ratio= Net
3.29 2.87 4.99
sales/Average Trade receivable
% change from previous year 15% (43%) (41%)
Due to Due to
increase in increase in
Reason for change more than 25% -
Trade Trade
Receivables Receivables
7 Trade Payables turnover ratio
Trade Payables turnover ratio= Cost of Revenue
14.02 5.87 5.24
of operations /Average Trade Payable
% change from previous year 139% 12% -11%
Due to
increase in
Reason for change more than 25%
cost of revenue - -
of operations
EMS LIMITED
(Formerly Known as EMS Infracon Private Limited)
As at As at As at
Partic
Methodology March 31, March 31, March 31,
ulars
2023 2022 2021
8 Net capital turnover ratio
Net capital turnover ratio= Net sales/Net worth 1.50 1.33 1.66
% change from previous year 13% (20%) (14%)
Reason for change more than 25% - - -
9 Net Profit Ratio
Net Profit Ratio= Profit after tax/Net sales*100 0.20 0.22 0.22
% change from previous year (8%) 1% (2%)
Reason for change more than 25% - - -
10 Return on capital employed
Return on capital employed= EBIT/ capital
0.26 0.27 0.32
employed*100
% change from previous year (4%) (14%) (21%)
Reason for change more than 25% - - -
11 Return on investment
Return on investment= (Interest income, net gain Not Not Not
on sale of investments and net fair value gain over applicable applicable applicable
average investments)/Average investment*100

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 Quoted
% change from previous year
Reason for change more than 25%
Unquoted
% change from previous year
Reason for change more than 25%

Notes
EBIT - Earnings before interest and taxes
PBIT - Profit before interest and taxes including other income.
EBITDA - Earnings before interest, taxes, depreciation and amortisation.
PAT - Profit after taxes.
Debt includes current and non-current lease liabilities
Net worth includes Shareholder capital and reserve and surplus
Net sales means revenue from operations
Capital employed refers to total shareholders' equity and debt.

EMS LIMITED
(Formerly Known as EMS Infracon Private Limited)
(All amounts in Indian Rupees Lacs, unless otherwise stated)
ANNEXURE 59: ADDITIONAL REGULATORY INFORMATION
(a) The Company has not been declared a wilful defaulter by any bank or financial institution or consortium
thereof in accordance with the guidelines on wilful defaulters issued by the RBI.
(b) There are no proceedings initiated or pending against the Company for holding any benami property under
the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder.
(c) The Company has neither advanced, loaned or invested funds nor received any fund to/from any person or
entity for lending or investing or providing guarantee to/on behalf of the ultimate beneficiary during the
reporting years.
(d) There is no charge or satisfaction of charge which is yet to be registered with ROC beyond the statutory
period.
(e) The Company do not have any transaction not recorded in the books of accounts that has been surrendered
or not disclosed as income during the year in the tax assessments under the Income Tax Act, 1961.
(f)The group has working capital limit in excess of 5 Crores and has filed Quarterly returns or statements of
current assets with banks or financial institutions which are in agreement with the books of accounts as told
by the management of the company.
(g) The group did not enter transactions in Crypto currency or Virtual currency during the year ended March
31 2023, March 31, 2022, March 31, 2021.
(h) The group does not have any relationship with companies struck off (as defined by Companies Act, 2013)
and did not enter into transactions with any such company for the year ended March 31,2023, March 31, 2022,
March 31, 2021.

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EMS LIMITED
(Formerly known as "EMS Infracon Private Limited")
(All amounts in Indian Rupees Lacs, unless otherwise stated)
ANNEXURE 60: RESTATED SUMMMARY OF CAPITALISATION STATEMENT
The following table sets forth our Company’s capitalization as at March 31, 2023, derived from our Restated
Financial Statements, and as adjusted for the Offer. This table should be read in conjunction with the sections
titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, “Restated
Financial Statements” and “Risk Factors”.
Pre-Issue
(as at
Particulars Post - Issue
March
31,2023)
Total Borrowings:
Non-Current Borrowings (A) 4,539.56 4,539.56
Current borrowings(B) - -
Total borrowings (C) 4,539.56 4,539.56

Shareholder's fund (Net worth)

Share capital 4,700.00 *
Other Equity 44,083.23 *
Total shareholder's fund (Net worth) (D) 48,783.23 *

Ratio: Non-Current Borrowings (including current maturities of

0.09 *
borrowings) (A+B)/Total Equity (D)
Ratio: Total Borrowings (C)/Total Equity (D) 0.09 *
*These amounts (as adjusted for issue) are not determinable at this stage pending the completion of the issue
and hence the same have not been provided in the above statement.
Notes:
1 Short-term borrowings are debts which are due for repayment within 12 months from reporting period
ended March 31, 2023.
2 Long-term borrowings are considered as borrowing other than short-term borrowing.
3 The amounts disclosed above are based on the Restated Summary Statements.

EMS LIMITED
(Formerly known as "EMS Infracon Private Limited")
(All amounts in Indian Rupees Lacs, unless otherwise stated)
ANNEXURE 61: RESTATED STANDALONE STATEMENT OF FINANCIAL INDEBTEDNESS
Whether Outstanding as on
S No. Lender Name Repayment Schedule
Secured? March 31,2023
1 Mr. Neeraj Srivastava Unsecured Repayable on Demand 0.50
2 Mr. Ashish Tomar Unsecured Repayable on Demand 1.78
3 Mr. Ramveer Singh Unsecured Repayable on Demand 37.28

EMS LIMITED
(Formerly known as "EMS Infracon Private Limited")
(All amounts in Indian Rupees Lacs, unless otherwise stated)
ANNEXURE 62: RESTATED STATEMENT OF DIVIDEND
As at
Particulars
March 31,2023 March 31,2022 April 1,2021
Share capital
Equity Share Capital 117.50 117.50 117.50

395 | P a g e
Dividend on equity shares - - -
Dividend in %
Interim Dividend NIL
Final Dividend

EMS LIMITED
(Formerly known as "EMS Infracon Private Limited")
(All amounts in Indian Rupees Lacs, unless otherwise stated)
ANNEXURE 63: RESTATED SUMMARY STATEMENT OF TAX SHELTERS
Year ended Year ended Year ended
Particulars March 31, March 31, March 31,
2023 2022 2021
Profit / (loss) before tax, as Restated (A) 14,687.41 10,749.30 9,819.24
Tax Rate - Statutory rate (B) 25.17% 25.17% 25.17%
Tax thereon (including surcharge and education cess)
Tax as per actual rate on profits (D= A*B) 3,696.53 2,705.38 2,471.31
Total Income Tax 3,696.53 2,705.38 2,471.31

Timing Differences
Difference between book depreciation and tax
7.49 (2.62) (0.23)
depreciation
Others 484.78 602.93 623.17
Total Timing Differences (E) 492.27 600.31 622.94

Total Adjustments (E) 492.27 600.31 622.94

Tax on Adjustments (F=E*B) 123.89 151.09 156.78
Taxable Restated Profit (G=A+E) 15,179.68 11,349.61 10,442.18
Calculated tax liability on taxable profits (H=G*B) 3,820.42 2,856.47 2,628.09
Notes:
1. The timing differences have been computed based on the items considered in final / provisional return of
income filed/to be filed for the tax year ending immediately after the respective accounting year as the
accounting year followed is different from the tax year.

2. Statutory tax rate includes applicable surcharge, education cess and higher education cess of the year
concerned.
3. The above statement should be read with the Annexure 5: Company Overview & Significant Accounting
policies and explanatory notes to the Restated Ind AS Summary Statement, Annexure 6: Statement of Restated
Adjustments to audited financial statements and Annexures 7-63 : Notes to Restated Ind AS Summary
Statements.

396 | P a g e
 RATIO ANALYSIS
Explana
For the Year ended tion of Explanati
Explanation
variance on of
Variance Variance of variance
Variance (%) more variance
Ratio Methodology (%) (%) more than
31.03.20 31.03.2 31.03.2022 than more than
31.03.2021 31.03.2003 31.03.2021 25%
23 022 25% 25%
31.03.2023
31.03.20 31.03.2021
22
Due to
Increase
Total Current in
Current
Assets over Total 6.15 3.82 4.54 60.95% (15.77%) 20.76% - Current -
Ratio
Current Liabilities Assets &
Liabilitie
s
Debt- Due Due Due
Debt over Total
Equity 0.09 0.01 0.01 851.05% (6.95%) (83.73%) Increase in Increase decrease in
Shareholder Equity
Ratio Debt in Debt Debt
EBITDA over Debt Due to
Debt- Due to Due to
Service (Interest & decrease
Service decrease in increase in
Lease Payments + 2367.47 292.63 5.92 709.02% 4840.95% (92.39%) in
Coverage repayment of repayment
Principal repayme
Ratio debt of debt
Repayments) nt of debt
Return on Due to Due to
PAT over Total
Equity 0.25 0.23 0.27 7.97% (14.44%) (26.90%) decrease in - decrease in
average Equity
Ratio PAT PAT
Inventory Cost of goods sold Due to Due to
Turnover over Average 6.77 8.04 8.44 (15.70%) (4.82%) (10.32%) decrease in increase -
Ratio Inventory Sales in Sales
Due to Due to
Trade Revenue from Due to
3.29 2.87 4.99 14.64% (42.52%) (40.94%) increase increase in
Receivable Operations over increase in
in average

397 | P a g e
s Turnover Average Trade average trade average trade
Ratio Receivables receivable trade receivable
receivabl
e
Trade Net Credit Due to
Due to
Payables Purchases over increase
14.02 5.87 5.24 138.84% 12.07% (10.82%) decrease in -
Turnover Average Trade in
Purchase
Ratio Payables Purchase
Revenue from
operations over
Net Capital Average Working Due to
Turnover Capital (i.e. 1.50 1.33 1.66 12.84% (19.80%) (13.73%) decrease in - -
Ratio Total Current Sales
assets less Total
current liabilities)
Net Profit over Due to
Net Profit
Revenue from 0.20 0.22 0.22 (7.95%) 0.96% (2.14%) increase -
Ratio -
operations in PAT
Profit before tax &
Return on
Interest (PBIT)
Capital
over Average Due to
employed
Capital employed 0.26 0.27 0.32 (3.76%) (13.62%) (21.10%) decrease in - -
Ratio/
(i.e. Total PBIT
Return on
Shareholders’
Investment
Equity and Debts)

398 | P a g e
 CAPITALISATION STATEMENT

The following table sets forth our Company’s capitalization for the last 3 financial years, on the basis of amounts
derived from our Restated Consolidated Financial Information, and as adjusted for the Offer. This table should be
read in conjunction with the sections titled “Risk Factors”, “Restated Consolidated Financial Information” and
“Management’s Discussion and Analysis of Financial Condition and Results of Operations”, on pages 32, 318
and 406, respectively.
(in Rs. Lacs)
Adjusted for
March 31, March 31, March 31,
Particulars the Proposed
2021 2022 2023
Issue*
Total Borrowings:
Non-current borrowings (A) 316.29 371.31 4,539.56
Current Borrowing (B) - - -
Total borrowings (C) 316.29 371.31 4,539.56
Shareholder's fund (Net worth):
Equity share capital 1,175.00 1,175.00 4,700.00
Other equity 29,016.46 36,842.99 44,083.23 -
Total Shareholder’s Fund (D) 30,191.46 38,017.99 48,783.23
Ratio: Non-current Borrowings
(including current maturities of 0.01 0.01 0.09
borrowings) (A+B)/Total Equity (D)
Ratio: Total Borrowings (C)/Total
0.01 0.01 0.09
Equity (D)
These amounts (as adjusted for issue) are not determinable at this stage pending the completion of the issue and
hence the same have not been provided in the above statement.

Notes:

1. Short-term borrowings are debts which are due for repayment within 12 months from reporting period.
2. Long-term borrowings are considered as borrowing other than short-term borrowing.
3. The amounts disclosed above are based on the Restated Summary Statements.

399 | P a g e
 OTHER FINANCIAL INFORMATION

The accounting ratios derived from our Restated Consolidated Financial Information are given below:
(Rs. in lacs)
Year ended Year ended Year ended
Particulars March 31, March 31, March 31,
2023 2022 2021
Revenue from Operations 53,816.17 35,985.08 33,070.39
YoY growth in Revenue from Operations (%) 49.55% 8.81% 1.55%
Total Comprehensive Income for the period/ year (A) (Rs.
10,881.63 7,904.62 7,195.37
in Lacs)
Weighted average number of shares considered for
4,70,00,000 1,17,50,000 1,17,50,000
calculating basic EPS (B)

Weighted average number of shares considered for

calculating diluted EPS 4,70,00,000 1,17,50,000 1,17,50,000
(C)
Basic earnings per share (Rupees) (D) = (A)/(B) 23.15 67.27 61.24
Diluted earnings per share (Rupees)(E) = (A)/(C) 23.15 67.27 61.24
Total Equity excluding Non Controlling Interest (A) (Rs. in
48,783.23 38,017.99 30,191.46
Lacs)
Total Comprehensive Income for the period/ year (B) (Rs.
10,881.63 7,904.62 7,195.37
in Lacs)
Return on net worth (C = B/A) (%) 22.31% 20.80% 23.84%
Total Equity excluding Non Controlling Interest (A) (Rs. in
48,783.23 38,017.99 30,191.46
Lacs)
Weighted average number of shares considered for
4,70,00,000 1,17,50,000 1,17,50,000
calculating basic EPS (B)

Weighted average number of shares considered for

calculating diluted EPS 4,70,00,000 1,17,50,000 1,17,50,000
(C)

Net Asset Value per Equity Share (basic) (D = A/B) (in

103.79 324.56 256.95
Rs.)

Net Asset Value per Equity Share (diluted) (E = A/C) 103.79 324.56 256.95

EBITDA 15,411.49 11,575.95 10,438.00

Adjusted EBITDA 14,899.95 11,251.19 9,889.97
Adjusted EBITDA Margin (%) 27.69% 31.27% 29.91%
The ratios have been computed as under:
1. Revenue from operations is the revenue generated by us and is comprised of (as set out in the Restated
Consolidated Financial Information. For further details, see “Restated Consolidated Financial Information
– Notes forming part of the Restated Consolidated Financial Information—Note 34: Revenue from
Operations” on page 358.
2. Year-on-year growth in revenue from operations based on Rs. revenue.
3. Profit for the period/year is our profit for the period/year as set out in the Restated Consolidated Financial
Information.
4. Profit Margin for the period/year represents the profit for the period/year as a percentage of our revenue
from operations.
5. EBITDA is calculated as profit before exceptional items and tax plus finance cost, depreciation and
amortization expenses.
6. Adjusted EBITDA is calculated as EBITDA less other income.
7. Adjusted EBITDA Margin is the percentage of adjusted EBITDA divided by revenue from operations.

400 | P a g e
 8. Basic EPS is calculated as profit for the year/period attributable to owners of our Company divided by the
weighted average number of Equity Shares outstanding during the year/period.
9. Diluted EPS is calculated as profit for the year/period attributable to owners of our Company divided by
the weighted average number of Equity Shares outstanding during the year/period and the weighted average
number of Equity Shares that could have been issued upon conversion of all dilutive potential Equity Shares.
10. Return on Net Worth (%) = Total Comprehensive Income divided by the Net Worth at the end of the
respective year/period attributable to the owners of our Company.
11. NAV per Equity Share (in Rs.) is computed as net worth at the end of the period/ year / weighted average
number of equity shares outstanding at the end of the period/ year.
12. Weighted average number of equity shares is the number of equity shares outstanding at the beginning of
the period/ year adjusted by the number of equity shares issued during the period/ 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 of days during the period/ year.

In accordance with the SEBI ICDR Regulations, the audited consolidated financial statements of our Company
for Financial Years 2023, 2022 and 2021 (“Audited Financial Statements”) are available on our website at
www.ems.co.in. Further, the audited consolidated financial statements of our Material Subsidiaries for the
Financial Years 2023, 2022 and 2021 (“Subsidiary Financial Statements”) will be available on our website at
www.ems.co.in. Our Company is providing a link to this website solely to comply with the requirements specified
in the SEBI ICDR Regulations. The Audited Financial Statements and the Subsidiary Financial Statements do not
constitute, (i) a part of this Red Herring Prospectus; or (ii) a prospectus, a statement in lieu of a prospectus, an
offering circular, an offering memorandum, an advertisement, an offer or a solicitation of any offer or an offer
document or recommendation or solicitation to purchase or sell any securities under the Companies Act, the SEBI
ICDR Regulations, or any other applicable law in India or elsewhere. The Audited Financial Statements and the
Subsidiary Financial Statements should not be considered as part of information that any investor should consider
when subscribing for or purchasing any securities of our Company and should not be relied upon or used as a
basis for any investment decision. None of our Company or any of its advisors, nor BRLM or the Selling
Shareholder, nor any of their respective employees, directors, affiliates, agents or representatives accept any
liability whatsoever for any loss, direct or indirect, arising from reliance placed on any information presented or
contained in the Audited Financial Statements and the Subsidiary Financial Statements, or the opinions expressed
therein.

RELATED PARTY TRANSACTIONS

For details of the related party transactions, as per the requirements under applicable Accounting Standards, i.e.,
Ind AS 24 - Related Party Disclosures, read with the SEBI ICDR Regulations for the Financial Years ended March
31, 2023, March 31, 2022 and March 31, 2021 and as reported in the Restated Consolidated Financial Information,
see “Restated Consolidated Financial Information – Notes forming part of the Restated Consolidated Financial
Information – Annexure 45: Related Party Disclosures” on page 361.

401 | P a g e
 FINANCIAL INDEBTEDNESS

Our Company has certain loans sanctioned in the ordinary course of its business for the purposes of meeting
working capital requirements and capital expenditure requirements. Our Board is empowered to borrow monies
as may be required for the purpose of the business of our Company, in accordance with Section 179 and Section
180 of the Companies Act and our Articles of Association.

The following table sets forth details of the aggregate outstanding borrowings of our Company, on a consolidated
basis, as on March 31, 2023.

Sanctioned Amount as on Outstanding amount as on

Category of borrowing
March 31, 2023 (Rs. in Lacs) March 31, 2023 (Rs. in Lacs)
Fund based limits 2,600.00 -
Overdrafts - -
Export Finance - -
Export Packing Credit* - -
Total Fund Based (A) 2600.00 -

Non-fund based limits - -

Bank Guarantee 34,650.00 25,173.00
Letter of Credit - -
Total Non-fund based limits (B) 34,650.00 25,173.00
Total (A) + (B) 37,250.00 25,173.00

Our Company has intimated our lender, to the extent required under the agreements entered into between us and
such lender, in connection with the Offer and activities in connection thereof.

RESTATED CONSOLIDATED STATEMENT OF FINANCIAL INDEBTEDNESS

(Rs. In Lakhs)
Sr. Whether Repayment O/s as on O/s as on O/s as on
Lender Name
No. Secured? Schedule 31.03.2023 31.03.2022 31.03.2021
Mr. Neeraj Repayable on
1 Unsecured 0.50 0.50 0.50
Srivastava demand
Mr. Ashish Repayable on
2 Unsecured 1.78 1.78 1.78
Tomar demand
Mr. Ramveer Repayable on
3 Unsecured 37.28 62.08 62.08
Singh demand

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 RELATED PARTY TRANSACTIONS

ANNEXURE :45 RELATED PARTY TRANSACTIONS

A. List of the related parties and nature of relationship with whom transactions have taken place during
the respective year
Description of Relationship Name of The Party
(a Key Managerial Personnel (KMP) Mr. Ramveer Singh (Chairman)
)
Mr. Ashish Tomar (Managing Director)
Mr. Satish Kumar (Director)*
Mr. Neeraj Srivastava (Professional Director)
Mrs. KritikaTomar (Director)῀
Mr. Gajendra Parihar (Chief Financial
officer)῀῀
Mr. Anup Kumar Pandey (Group Secretary) ^^
Mr. Deepak Kumar (Group Secretary) ^^^
Mr. Mukesh Garg (Independent Director)""
Ms. Chetna (Independent Director) "
Mr. Achal Kapoor (Independent Director)>
Mrs. Swati Jain (Independent Director)>>
(b Relative of KMP Mrs. NirmalaTomar (Wife of Mr.Ramveer
) Singh)
Mrs. Vinita Srivastava (Wife of Mr. Neeraj
Srivastava)
Mr. Pankaj Srivastava (Brother of Mr. Neeraj
Srivastava)

(c) Group/Firm in which directors and their relative EMS Infrastructure Private Limited
are interested
Neer Care India Private Limited
Envirocare
EMIT Group India (P) Ltd
* Upto Oct 10, 2022
῀ Appointed on October 17, 2022
῀῀ Appointed on December 23, 2022
^^ Appointed on August 1, 2022 & Resigned on July 5,2023
^^ Appointed on July 5, 2023
^
"" Appointed on March 10, 2023
" Appointed on March 10, 2023
> Appointed on March 10, 2023
>> Appointed on March 10, 2023

B. Related Party Transactions and Balances

Year Year Year
Sr. ended ended ended
Particulars
No. March 31, March March
2023 31, 2022 31, 2021
A. Transactions during the year
(i) Purchase & Job Work
Neercare India Private Limited% 10809.57 4336.15 277.58

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 Envirocare Engineering Services Private Limited - 284.11 97.60
EMS Infrastructure Private Limited$ 5347.22 844.76 3345.84
Mr. Pankaj Kumar Srivastava 10.00 - -
EMIT Group India (P) Ltd 2236.71 - -
Neeraj Srivastava 60.00 - -

(ii) Loan Taken

Mr. Ashish Tomar 0.37 115.40 0.51
Mr. Ramveer Singh 0.20 - -
Mr. Neeraj Srivastava - - 0.50

(iii) Repayment of Loan taken

Mr. Ramveer Singh 25.00 - -
Mr. Ashish Tomar 115.00 - -
Himal Hydro & General Construction Limited- Partner in
- - 3.14
EMS Himal Hydro JV
Satish Kumar - - -

(iv) Loan and Advances given

Primatech Infrastructure Private Limited - - 0.23
Mr. Ashish Tomar - 11.16 -
Neercare India Private Limited - 18.36 -
Envirocare Engineering Services Private Limited - 9.17 -
Kaushalaya Estate - - 4.08

(v) Loans and Advances received back

Mr. Satish Kumar - - 133.81
Primatech Infrastructure Private Limited - 0.23 5.03
Mr. Ashish Tomar 11.16 - -

(vi) Salary paid

Mr. Ashish Tomer 556.00 396.00 276.00
Mr. Ramveer Singh 556.00 396.00 276.00
Mr. Satish Kumar - - 18.00
Mr. Vaibhav Bhatia - 2.40 2.40
Mrs. NirmlaTomer 24.00 24.00 24.00
Mrs. Vinita Srivastava 9.84 9.84 -
Mrs. KritikaTomar 51.00 12.00 12.00
Mr. Gajendra Parihar 8.00 - -
Mr. Anup Kumar Pandey 1.05 - -

Year Year Year

Sr. ended ended ended
Particulars
No. March 31, March March
2023 31, 2022 31, 2021
(vii) Lease Rentals Paid
Mrs. Nirmla Tomer 9.00 9.00 9.00

(viii) Lease Rentals Received

Envirocare Engineering Services Private Limited - - 1.80

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 As at
Sr.
Particulars 31-Mar- 31-Mar- 31-Mar-
No.
23 22 21
B. Outstanding Payables
(i) Loan from Related parties
Mr. Neeraj Srivastava 0.50 0.50 0.50
Mr. Ashish Tomar 1.78 116.41 1.01
Mr. Ramveer Singh 37.28 62.08 62.08

(ii) Salary payable

Mr. Ashish Tomar 100.15 - -
Mr. Ramveer Singh 2.28 40.80 18.28
Mrs. KritikaTomar 8.97 - -
Mrs. Vinita Srivastava 0.66 - -
Mr. Satish Kumar - 29.74 14.70
Mrs. NirmalaTomar 1.20 2.24 1.65
Mrs. Gajendra Parihar 7.15 - -

(iii) Trade Payables

Neercare India Private Limited 735.17 1456.50 -
Envirocare Engineering Services Private Limited 16.39 79.56 124.35
EMS Infrastructure Private Limited 40.33 413.04 439.45
Neeraj Srivastava 59.80 - -

C. Outstanding Receivables
(i) Advance to Related parties
Primatech Infrastructure Private Limited - - 0.23
EMIT Group India (P) Ltd 7.26 - -
Neercare India Private Limited - 18.36 -
Ashish Tomar - 11.16 -
Envirocare Engineering Services Private Limited - 9.17 -
Kaushalaya Estate - 4.08 4.08

(ii) Other Receivables

Neercare India Private Limited 134.14 - -
%
Related Party Transactions with Neer Care Private Limited (“Neer Care”): We sublet some of our projects/part
of the projects to Neer Care, so this is the main reason for prompt change in transactions, further we hereby
confirm that all the transactions done on arms lengths basis & the Company also followed the applicable
compliances.
$
Related Party Transactions with EMS Infrastructure Private Limited (“EMS Infrastructure”): EMS
Infrastructure performed projects under the joint venture, so this is the main reason for prompt change in
transactions, further we hereby confirm that all the transactions done on arms lengths basis & the Company also
followed the applicable compliances.

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MANAGEMENTS’ DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
The following discussion of our financial condition and results of operations is based on, and should be read in
conjunction with, our Restated Consolidated Financial Statements (including the schedules, notes and significant
accounting policies thereto), included in the section titled “Restated Consolidated Financial Statements”
beginning on page 318.

Our Restated Consolidated Financial Statements have been derived from our audited financial statements and
restated in accordance with the SEBI ICDR Regulations and the ICAI Guidance Note. Our financial statements
are prepared in accordance with Ind AS, notified under the Companies (Indian Accounting Standards) Rules,
2015, and read with Section 133 of the Companies Act, 2013 to the extent applicable. Ind AS differs in certain
material respects from IFRS and U.S. GAAP and other accounting principles with which prospective investors
may be familiar. Accordingly, the degree to which the financial statements prepared in accordance with Ind AS
included in this Red Herring Prospectus will provide meaningful information is entirely dependent on the reader’s
level of familiarity with Ind AS accounting policies. We have not attempted to quantify the impact of IFRS or U.S.
GAAP on the financial information included in this Red Herring Prospectus, nor do we provide a reconciliation
of our financial information to IFRS or U.S. GAAP. Any reliance by persons not familiar with Ind AS accounting
policies on the financial disclosures presented in this Red Herring Prospectus should accordingly be limited.

Unless otherwise indicated or the context requires otherwise, the financial information for the Fiscals 2023, 2022
and 2021 included herein have been derived from our restated balance sheets as of March 31, 2023, March 31,
2022 and March 31, 2021 and restated consolidated statements of profit and loss, cash flows and changes in
equity for the for the fiscal years ended March 31, 2023, March 31, 2022 and March 31, 2021 of the Company,
together with the statement of significant accounting policies, and other explanatory information thereon.

Unless stated otherwise, industry and market data used in this Red Herring Prospectus has been obtained or
derived from the report titled “Industry research report on Roads, Construction, Water and Power Sector” dated
August 07, 2023 prepared by CARE Advisory Research and Training Limited (the “CARE Report”) and publicly
available information as well as other industry publications and sources. The Report has been exclusively
commissioned at the request of our Company and paid for by our Company for the purposes of this Issue and is
available on the website of the Company at www.ems.co.in.

Our fiscal year ends on March 31 of each year, and references to a particular fiscal period are to the 12 months
ended March 31 of that year. All references to a year are to that Fiscal Year, unless otherwise noted.

Some of the information contained in this section, including information with respect to our strategies, contain
forward-looking statements that involve risks and uncertainties. You should read the section titled “Forward
Looking Statements” beginning on page 21 for a discussion of the risks and uncertainties related to those
statements and also the section titled “Risk Factors” and “Our Business” beginning on pages 32 and 213,
respectively, for a discussion of certain factors that may affect our business, results of operations and financial
condition. The actual results of the Company may differ materially from those expressed in or implied by these
forward-looking statements.

Unless otherwise stated, references to “the Company”, “our Company”, “we”, “us”, and “our” are to EMS
Limited.

Business Overview

Our Company was originally incorporated as ‘EMS Infracon Private Limited’ a private limited company under
the Companies Act, 1956 at Delhi, pursuant to a certificate of incorporation dated December 21, 2010 issued by
the Registrar of Companies, National Capital Territory of Delhi and Haryana. Thereafter on June 30, 2012, our
Company took over the business of partnership firm, M/s Satish Kumar. Thereafter, name of our Company was
changed from ‘EMS Infracon Private Limited’ to ‘EMS Private Limited’, pursuant to a special resolution passed
by the shareholders of our Company on September 30, 2022 and a fresh certificate of incorporation consequent to
change of name was issued by the Registrar of Companies, Delhi (“RoC”) on October 26, 2022. Subsequently,
our Company was converted from private to public company, pursuant to a special resolution passed by the
shareholders of our Company on October 27, 2022 and a fresh certificate of incorporation consequent to change
of name was issued by the Registrar of Companies, Delhi (“RoC”) on November 25, 2022. For further details on

406 | P a g e
the change in the name and the registered office of our Company, see “History and Certain Corporate Matters”
beginning on page 272. Our Company’s Corporate Identity Number is U45205DL2010PLC211609.

We are in the business of Sewerage solution provider, Water Supply System, Water and Waste Treatment Plants,
Electrical Transmission and Distribution, Road and Allied works, operation and maintenance of Water and
Wastewater Treatment Plants (WWTPs) and Water Supply Scheme Projects (WSSPs) for government
authorities/bodies. WWTPs include Sewage Treatment Plants (STPs) alongwith Sewage Network Schemes and
Common Effluent Treatment Plants (CETPs) and WSSPs include Water Treatment Plants (WTPs) alongwith
pumping stations and laying of pipelines for supply of water (collectively, “Projects”). The treatment process
installed at most of the STPs and CETPs is Zero Liquid Discharge (ZLD) compliant and the treated water can be
used for horticulture, washing, refrigeration and other process industries.

We have an in-house team for designing, engineering and construction which makes us self-reliant on all aspects
of our business. We have a team of 61 engineers who are supported by third-party consultants and industry experts
to ensure compliance and quality standards laid down by the industry and government agencies & departments.
We also have our own team for civil construction works thereby reducing dependence on third parties. The scope
of our services typically includes design and engineering of the projects, procurement of raw materials, execution
at site with overall project management up to the commissioning of projects. Post commissioning, operations and
maintenance of these plants for a certain period of time is generally a part of the award in recent times. We have
a team of dedicated engineers and personnel focused on operations and maintenance of completed projects. As on
July 31, 2023, we are operating and maintaining 18 projects including WWSPs, WSSPs, STPs & HAM
aggregating of Rs. 1,74,492.00 lakhs & 5 O & M projects aggregating of Rs. 9,928.00 lakhs.

In addition to the execution of projects independently, we also enter into joint ventures with other infrastructure
and construction companies to jointly bid and execute projects. Joint ventures or partnerships enable us to achieve
pre-qualification, both technical and financial, with our joint venture partner at the time of the bid and where the
bid is successful, we also execute the project with our joint venture partner considering the technical skill and
qualification of the joint venture partner required to execute a particular project.

In past EMS has provided quality services to various government bodies and municipalities since 2010 and has
successfully completed 50 projects & 17 projects executed by the proprietorship which businesses was taken over
by the Company on June 2012.

Services Offered:

➢ Sewerage and their allied works including design, procurement, laying, jointing, testing, commissioning,
operation and maintenance of new sewerage network as well as refurbishment of old/existing sewerage
network.

➢ Design, construction, operation and maintenance of Sewage Treatment Plants.

➢ Design, construction, operation and maintenance of Sewage Pumping Stations.

➢ Water supply works including design, procurement, laying, jointing, testing, commissioning, operation and
maintenance of new water supply and distribution networks as well as construction of reservoir and
refurbishment of old/existing water supply infrastructures.

➢ Road & Allied works including construction of new road networks as well as repair/renovation of existing
road networks.

➢ Design and construction of power transmission and distribution infrastructure.

➢ Design and construction of buildings and allied works.

➢ Design, construction, operation and maintenance of public infrastructure facilities & utilities.

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Financial KPIs of our Company
(Rs In Lakhs)
For the year ended March 31st
Key Financial Performance
2022-2023 2021-2022 2020-2021
Revenue from operations(1) 53,816.17 35,985.08 33,070.39
Total Income(2) 54,327.71 36,309.84 33,618.42
EBITDA(3) 14,899.95 11,251.19 9,889.97
EBITDA Margin(4) 27.69% 31.27% 29.91%
PAT 10,861.63 7,904.62 7,195.37
PAT Margin(5) 20.18% 21.97% 21.76%
Operating cash flow (2,540.12) 2,263.71 3,576.82
Net worth(6) 48,783.23 38,017.99 30,191.46
Net Debt(7) (3,627.91) (5,733.98) (4,726.80)
Debt Equity Ratio(8) 0.09 0.01 0.01
ROCE (%)(9) 28.26% 29.50% 33.65%
ROE (%)(10) 22.27% 20.79% 23.83%
Property, Plant and Equipment 1,794.37 1,817.45 930.47
Capital work in progress 402.81 30.32 275.42
1)
Revenue from operation means revenue from sales and other operating revenues.
2)
Total Income represents the total turnover of our business i.e., Revenue from Operations and Other Income,
if any.
3)
EBITDA means Profit before depreciation, finance cost, tax and amortization & less other income.
4)
‘EBITDA Margin’ is calculated as EBITDA divided by Revenue from Operations.
5)
‘PAT Margin’ is calculated as PAT for the period/year divided by revenue from operations.
6)
Net worth means the aggregate value of the paid-up share capital and all reserves created out of the profits
and securities premium account and debit or credit balance of profit and loss account, after deducting the
aggregate value of the accumulated losses, deferred expenditure and miscellaneous expenditure not written
off, as per the restated balance sheet, but does not include reserves created out of revaluation of assets, capital
reserve arising on consolidation, capital redemption reserve, write-back of depreciation and amalgamation.
7)
Net debt = non-current borrowing + current borrowing – Cash and Cash Equivalent.
8)
Debt equity ratio means ratio of total debt (long term plus short-term including current maturity of long-term
debt) and Equity Share capital plus other equity.
9)
Return on Capital Employed is ratio of EBIT and Capital Employed. Capital Employed is Total Shareholder’s
Equity, Non-Current Borrowing and Short-Term Borrowing.
10)
Return on Equity is ratio of Profit after Tax and Average Shareholder Equity.

EXPLANATION FOR CHANGES IN:-

Property, Plant and Equipment:

From FY 2019-20 to FY 2020-21:

The Net block of Property, Plant & Machinery as of March 31, 2020 was Rs 2437.48 Lakhs which includes the
value of land of Rs.1,647.38 Lakhs. Due to reclassification on adoption of IND-AS 116 the same has been shown
under the head Right of Use Assets and Lease Liabilities in FY 2020-21. So, Net block of Property, Plant &
Machinery as of March 31, 2021 was Rs 930.47 Lacs reduced by Rs, 1,647.38 Lakhs.

From FY 2020-21 to FY 2021-22:

The Net block of Property, Plant & Machinery as of March 31, 2021 was Rs 930.47 Lakhs, in FY 2021-22
Company has incurred the Capital expenditure of Rs. 1,090.54 Lakhs, this is the main reason for increase in the
value of net block of Property, Plant & Machinery. Kindly refer Annexure 7 of the Restated Financials on the
page no. 344.

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From FY 2021-22 to FY 2022-23:

The Net block of Property, Plant & Machinery as of March 31, 2022 was Rs 1,817.45 Lakhs, in FY 2022-23 is
Rs.1794.37 Lakhs, a minor change since last financial years.

The Company has incurred nominal amount as Capital expenditure of Rs. 222.12 Lakhs & the assets transfer from
Right of Use Asset worth of Rs.107.50 Lakhs. Kindly refer Annexure 7 of the Restated Financials on the page no.
344.

Capital Work in Progress: -

From FY 2019-20 to FY 2020-21:

The closing balance of Capital Work in Progress as of March 31, 2020 was Rs. 43.11 Lakhs, which was increased
in FY 2020-21 by Rs. 232.31 Lakhs to Rs. 275.42 Lakhs due to the addition of plant & machinery for business
use, kindly refer Annexure 8 of the Restated Financials on the page no. 346.

From FY 2020-21 to FY 2021-22:

The closing balance of Capital Work in Progress as of March 31, 2021 was Rs. 275.42 Lakhs, which was decreased
in FY 2021-22 by Rs. 245.10 Lakhs to Rs. 30.32 Lakhs, the assets are now ready to use for business use, kindly
refer Annexure 8 of the Restated Financials on the page no. 346.

From FY 2021-22 to FY 2022-23:

The closing balance of Capital Work in Progress as of March 31, 2022 was Rs. 30.32 Lakhs, which is increased
in FY 2022-23 by Rs. 371.78 Lakhs to Rs. 402.81 Lakhs, again the CWIP increased due to the addition of plant
& machinery for business use, kindly refer Annexure 8 of the Restated Financials on the page no. 346.

Reason for Keeping so much Cash & Cash Equivalent:

Cash & cash equivalent also includes FDRs issued as cash margin for performance Bank Guarantee against the
work awarded to be submitted to the principal & for EMD (Earnest money Deposit) to be submitted for tender
participation, which keeps on increasing as the company participates in tenders on regular basis. That is why cash
& cash equivalent increases every year.
(Rs. In Lakhs)
Year ended Year ended Year ended
Particulars March 31, March 31, March 31,
2023 2022 2021
Cash & Cash equivalent 8,167.47 6,105.29 5,043.09
Bank Balances other than Cash and Cash Equivalents 3,954.68 2,887.06 1,708.42
Total (B) 12,122.15 8,99.35 6,751.51

As part of our business and contractual requirement, we are required to provide financial and performance bank
guarantees in favour of our clients under the respective contracts for our projects. For our projects, we typically
issue bank guarantees in favour of the relevant government authority with whom the contractual arrangement has
been entered into. These guarantees are typically required to be furnished within a few days of the signing of a
contract and remain valid up to the defect liability period prescribed in that contract.

The banks usually ask 20% to 25% of bank guarantee in FDR form as cash margin for performance bank guarantee
for awarded projects & we also need to deposit EMD of 2% to 5% of contract size at the time tender participation
by the Company.

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So, we have to keep high cash & cash equivalent for better opportunities to tender more contracts.

Details of tenders in last 3 FYs:

Approx. Number of Approx. amount of Tender Approx. EMD @3%

Fiscals
Tender applied (In Lakhs) (In Crores)
2022-23 39 5,10,000.00 15,300.00
2021-22 19 5,05,724.00 15,172.00
2020-21 17 2,69,287.00 8,079.00

Details of Bank Guarantees:

Amount of Bank Guarantees

Fiscals
(In Lakhs)
2022-23 25,173.63
2021-22 18,765.89
2020-21 13,917.58
For further information, please see “Contingent Liabilities related to Bank Guarantees” on page no. 28.

Government policies, initiatives and fund allocation towards Roads, Construction, Water and Power
industry

Government Initiatives for Development of Road Infrastructure:

i. Bharatmala Pariyojana
ii. Connectivity in LWE Area
iii. Char Dham Pariyojana
iv. SARDP including Arunachal Pradesh Package
v. State Public Works Department (PWD) and Border Road Organization (BRO)

Government Initiatives for Development of Construction sector:

i. PM- GatiShakti
ii. National Rail Plan
iii. Dedicated Freight Corridor (DFC)
iv. Atal Mission for Rejuvenation and Urban Transformation (AMRUT)
v. Smart cities mission

Government Initiatives for Development of Power Transmission and Distribution sector:

i. National Electricity Policy

ii. Tariff Policy
iii. Revamped Distribution Sector Scheme (RDSS)
iv. Integrated Power Development Scheme (IPDS)
v. Deendayal Upadhyaya Gram Jyoti Yojana (DDUGJY)

Government Initiatives for Development of Water and Wastewater Treatment Industry:

i. Jawaharlal Nehru National Urban Renewal Mission

ii. Namami Gange programme
iii. Atal Mission for Rejuvenation and Urban Transformation (AMRUT)
iv. Swachh Bharat Mission (Urban)
v. Development plans to clean River Ganga and improve wastewater treatment and management

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For further details regarding the government initiatives, kindly refer chapter titled “Our Industry” on beginning
Page 144.
Significant Developments Subsequent to the last financial year
In the opinion of the Board of Directors of our Company, since the date of the last financial statements disclosed
in this Red Herring Prospectus, there have not arisen any circumstance that materially or adversely affect or are
likely to affect the profitability of our Company or the value of its assets or its ability to pay its material liabilities
within the next twelve months.
Significant Factors Affecting our results of Operations

Our financial performance and results of operations are influenced by a number of important factors, some of
which are beyond our control, including without limitation, intense global and domestic competition, general
economic conditions, changes in conditions in the regional markets in which we operate, changes in costs of
supplies, COVID-19-related effects on global and domestic economic conditions, and evolving government
regulations and policies. Some of the more important factors are discussed below, as well as in the section titled
“Risk Factors” beginning on page 32.

Impact of COVID-19

March 2020 to May 2020

An outbreak of a novel strain of coronavirus disease 19 (“COVID-19”), was recognised as a pandemic by the
World Health Organization (“WHO”), on March 11, 2020. In response to the COVID-19 outbreak, the
governments of many countries, including India have taken preventive or protective actions, such as imposing
country-wide lockdowns, restrictions on travel and business operations and advising or requiring individuals to
limit their time outside of their homes. Temporary closures of businesses had been ordered and numerous other
businesses have temporarily closed voluntarily. Further, individuals' ability to travel had been curtailed through
mandated travel restrictions and was further limited. Post the national lockdown, many local governments also
implemented further phase wise restrictions and lockdowns thus affecting the business as a whole. Due to a
government mandated lockdown in India, we had to temporarily close our sites/ongoing projects from March 24,
2020 to May 11, 2020. Like any other business across the country, even our operations and revenue had an impact
during the lockdown.

May 2020 onwards

We resumed operations from May 11, 2020 in a staggered manner. Our effective support systems allowed us to
commence our operations in a strong manner, despite the temporary disruption in our business due to the
lockdown. The capabilities and depth of our management team along with the support from the government
enabled us to restart the operations quickly post the restrictions were eased.

Our bidding and execution capabilities

Projects are awarded to us through a competitive bidding process. This process therefore involves pre-qualifying
for bids based on our technical and financial strengths, and an evaluation of the nature and value of contracts
executed in the past to determine a company’s eligibility to bid for new projects. We bid for selective government
projects where we see value and long-term growth prospects. A contract is awarded based on our ability to meet
the qualification criteria, whether independently or together with other joint venture partners and on the quote of
the work order submitted. We would be required to continuously improve on our operational and technical
efficiency which includes amongst others efficient equipment and material sourcing, good communication
between the site office and head office and project planning. Our ability to qualify for bidding larger projects,
efficient project planning and timely execution would enable growth of our business and would determine our
overall performance, which is likely to impact our profitability.

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Dependence on our in-house designing, engineering and construction teams for project execution

We have a team of 61 engineers who are supported by third-party consultants and industry experts to ensure
compliance and quality standards laid down by the industry and government agencies & departments. Our ability
to effectively execute and manage projects is crucial to our continued success. The designing and engineering of
projects in this segment is technically complex, time consuming and resource intensive because of unique project
requirements. We are therefore required to constantly upgrade our technical abilities to offer our clients the full
range of services at lower cost and without compromising on quality. In the event of any change in the requirement
by the government authorities/bodies of any technology presently used for the projects which we are not able to
provide or we lack sufficient expertise in that technology, we will not be in a position to bid for such projects for
lack of technical qualification and our competitors may get an advantage due to our incapability in bidding for
projects requiring technologies which we are not capable of providing. Also, loss of skilled employees from our
designing, engineering and construction teams may affect our ability and capability to execute projects and may
also affect our growth prospects.

Ability to execute larger capacity projects

In order to bid for higher value projects, we are required to meet certain pre-qualification criteria based on
technical capability and performance, reputation for quality, safety record, financial strength and experience in,
and size of previous contracts in, similar projects. In selecting contractors for major projects, the tender is limited
to contractors they have pre-qualified based on these criteria, although price competitiveness of the bid is one of
the most important selection criteria, pre-qualification still remains key to our securing larger projects. In addition,
our ability to strategically partner with other companies also determines our success in bidding for and being
granted such large projects.

Ability to effectively execute and expand our Order Book

For the purposes of calculating the Order Book value, our Company does not take into account any escalation or
change in work scope of our ongoing projects as of the relevant date, or the work conducted by us in relation to
any such escalation of change in work scope of such projects until such date. The manner in which we calculate
and present our Order Book is therefore not comparable to the manner in which our revenue from operations is
accounted, which takes into account revenue from work relating to escalation or changes in scope of work of our
projects. 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 and the new projects that we bid and win and will continue to bid for in the future will have an
effect on the revenues we will earn in the future. In addition, our project implementation schedule may vary due
to various factors that may be beyond our control, including timely commencement of work. These depend on
various factors such as the value of these projects, the timeline for completion and payments to be made as per
the agreed timelines. For further discussion on various factors that may affect the execution of our projects and
consequently the realization of our Order Book as of a particular date, see “Risk Factors – 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” beginning on page 42.
Accordingly, the realization of our Order Book and the effect on our results of operations may vary significantly
from reporting period to reporting period depending on the nature of such contracts, actual performance of such
contracts, as well as the stage of completion of such contracts as of the relevant reporting date as it is impacted by
applicable accounting principles affecting revenue and cost recognition.

Availability of financing on favourable terms

As of March 31, 2023, we had total outstanding borrowings of Rs. 25,173.00 lakhs. Our projects working capital
intensive to finance the purchase of materials and equipment and the performance of engineering, designing and
other work on projects before payments are received from clients and any increase in interest expense may have
an adverse effect on our results of operations and financial condition. We are also required to deposit performance
bank guarantee for our projects. Our finance costs are dependent on various external factors, including Indian and
global credit markets and, in particular, interest rate movements and adequate liquidity. We believe that we have
been able to maintain relatively stable finance costs. Our ability to avail financial facilities or to maintain our

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finance costs at optimum levels will continue to have a direct impact on our profitability, results of operations and
financial condition. Increase in the prices of construction materials and labour & works contact charges.

Our actual cost in executing projects may vary substantially from the assumptions underlying our bid or estimates.
We may be unable to recover all or some of the additional costs and expenses, which may have a material adverse
effect on our results of operations, cash flows and financial condition. Our Cost of Revenue of Operations for
Fiscal 2023, Fiscal 2022 and Fiscal 2021 amounted to Rs. 40,941.82 Lakhs, Rs. 24,447.41 lakhs and Rs 20,821.59
lakhs respectively, or 76.08%, 67.94% and 62.96% of our revenue from operations respectively.

Our financial condition and results of operations are significantly impacted by the availability and cost of our
major materials. We usually do not enter into long-term supply contracts with any of our material suppliers and
typically source materials from third-party suppliers under purchase orders of shorter periods or the open market.
Our suppliers are selected based on quality, price, cost effectiveness, company history, service levels and delivery
capability. Prices are negotiated for each purchase order, and we generally have more than one supplier for each
material. While we are not significantly dependent on any single material supplier, materials supply and pricing
can be volatile due to a number of factors beyond our control, including global demand and supply, general
economic and political conditions, transportation and labour costs, labour unrest, natural disasters, competition,
import duties, tariffs and currency exchange rates, and there are inherent uncertainties in estimating such variables,
regardless of the methodologies and assumptions that we may use. We are also dependent on supplied materials
being of high quality and meeting relevant technical specifications and quality standards. Therefore, we cannot
assure you that we will be able to procure adequate supplies of materials in the future, as and when we need them
on commercially acceptable terms.

Operational uncertainties

Our business is subject to various operational uncertainties that may affect our results of operations. These
operational uncertainties including the availability and retention of skilled manpower, could affect our ability to
complete the project, delays in meeting agreed milestones or ensuring commencement of operations of projects
undertaken by us within the scheduled completion date. These could lead to increased financing costs, delayed
payments from the client, invocation of liquidated damages or penalty clauses by the client in accordance with
terms agreed with the client, and in certain circumstances, even termination of the contract.

We are typically required to provide bank guarantees for advances as well as performance guarantees. Our projects
are typically fixed-price or lump-sum contracts, and under the terms of such fixed-price or lump-sum contracts,
we generally agree on a fixed price for providing engineering, procurement and construction services for part of
the project that is contracted to us. For further details of the nature of project related contracts entered into by us,
see “Our Business” beginning on page 213.

The actual expenditure incurred by us in connection with such contracts may, however, vary from the assumptions
underlying our bid as a result of various project uncertainties, including unanticipated changes in engineering
design of the project or any escalation or change in work scope of our ongoing projects, resulting in delays and
increased costs. While most of these projects provide for cost escalation provisions and price escalation, which
may affect our results of operations and financial condition.

Geographic locations, seasonality and weather conditions

Our business operations are dependent on the location where the project to be executed is situated, the weather
conditions there which could include factors such as heavy rains, landslides, floods including during the monsoon
season, each of which may restrict our ability to carry on construction activities and fully utilize our resources
during the season. Our ability to transport the required manpower and machinery to such location are also critical
to our timely completion of the projects. During periods of curtailed activity due to adverse weather conditions,
particularly unseasonal rains, we may continue to incur overhead and financing expenses, but our revenues from
operations may be delayed or reduced. Weather conditions may also require us to evacuate personnel or curtail
services, may result in damage to a portion of our fleet of equipment or facilities resulting in the suspension of
operations, and may prevent us from delivering materials to our project sites in accordance with contract schedules
or generally reduce our productivity.

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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 other small and mid-sized companies and entities.

SIGNIFICANT ACCOUNTING POLICIES

1. Company Overview

EMS Infracon Private Limited was incorporated on December 21, 2010 with Registrar of Companies (ROC),
Delhi and Haryana under the provisions of Companies Act 1956. Thereafter, the name of our Company was
changed from ‘EMS Infracon Private Limited’ to ‘EMS Private Limited’ on October 26, 2022 and thereafter
conversion of our Company from private to public company, pursuant to a special resolution passed by the
shareholders of our Company on October 27, 2022 and a fresh certificate of incorporation consequent to change
of name from EMS Private Limited to EMS Limited (" The Company") was issued by the ROC on November 25,
2022. The Company’s Corporate Identity Number is U45205DL2010PLC211609. These Restated Consolidated
Financial Statements comprise the Company, its subsidiary and its joint venture (as the "Group"). The Registered
office of company is situated at 701, DLF Tower A, Jasola, New Delhi.

2. Summary of Significant Accounting Policies

2.1 Basis of Preparation

The Restated Financial statements (FS) of the group have been prepared in accordance with Indian Accounting
Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 (as amended) and
presentation requirements of Division II of Schedule III to the Companies Act, 2013, (Ind AS compliant Schedule
III), as applicable to the Financial statements. For all periods up to and including the year ended March 31, 2020,
the group prepared its financial statements in accordance with Indian GAAP, including accounting standards
notified under the section 133 of the Companies Act 2013, read together with paragraph 7 of the Companies
(Accounts) Rules, 2014. The financial statements for the year ended March 31, 2022 are the first the Group has
prepared in accordance with Ind-AS.

The Group has consistently applied the accounting policies used in the preparation of its opening IND-AS Balance
Sheet at April 1, 2020 throughout all periods presented, as if these policies had always been in effect and are
covered by IND AS 101 ‘’First-time adoption of Indian Accounting Standards’’. The transition was carried out
from accounting principles generally accepted in India (‘’Indian GAAP’’) which is considered as the previous
GAAP, as defined in IND AS 101. The reconciliation of effects of the transition from Indian GAAP on the equity
as at April 1, 2020 and March 31, 2021 and on the net profit and cash flows for the year ended March 31, 2021 is
disclosed in ANNEXURE 53 to these financial statements. Kindly refer chapter titled “Restated Consolidated
Financial Statements” beginning on page 318.

2.2 Principles of Consolidation

The Restated Consolidated Financial Statements relate to the Company and its subsidiary company and joint
ventures. The Restated Consolidated Financial Statements have been prepared on the following basis:

a) The Restated Consolidated Financial Statements of the Company and its subsidiaries are combined on a line
by line basis by adding together like items of assets, liabilities, equity, income, expenses and cash flows,
after fully eliminating intra-group balances and intra-group transactions.
b) The Restated Consolidated Financial Statements have been prepared using uniform accounting policies for
like transactions and other events in similar circumstances.

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c) The carrying amount of the Company’s investments in subsidiary is off set (eliminated) against the
Company’s portion of equity in subsidiary.
d) Non-Controlling Interest’s share of profit/ loss and other comprehensive income of consolidated subsidiary
for the year is identified and adjusted against the income of the group in order to arrive at the net income
attributable to shareholders of the Company.
e) Non-Controlling Interest’s share of net assets of consolidated subsidiary is identified and presented in the
Restated Consolidated Statements of Assets and Liabilities.

The Restated Consolidated Financial Statements are prepared using uniform accounting policies for like
transactions and other events in similar circumstances. If a member of the Group uses accounting policies other
than those adopted in the restated consolidated financial statements for like transactions and events in similar
circumstances, appropriate adjustments are made to that Group member's financial statements in preparing the
restated consolidated financial statements to ensure conformity with the Group's accounting policies.

The restated consolidated financial statements of all entities used for the purpose of consolidation are drawn up
to same reporting date as that of the holding company, i.e., Years ended March 31, 2023, March 31, 2022 and 31
March, 2021.

Restated Consolidated Statement of Profit and loss and each component of other comprehensive income (OCI)
are attributed to the equity holders of the parent of the Group and to the non-controlling interests, even if this
results in the non-controlling interests having a deficit balance. When necessary, adjustments are made to the
financial statements of subsidiary and its joint ventures to bring their accounting policies into line with the
Group's accounting policies. All intra-group assets and liabilities, equity, income, expenses and cash flows
relating to transactions between members of the Group are eliminated in full on consolidation. The details of the
consolidated entities are mentioned in Annexure 55: Disclosure of Interest in Subsidiaries and Non-Current
interest. Kindly refer chapter titled “Restated Consolidated Financial Statements” beginning on page 378.

2.3 Uses of Estimates

The preparation of the financial statements is in conformity with Ind AS requires management to make estimates,
judgments and assumptions. These estimates, judgments and assumptions affect the application of accounting
policies and the reported amounts of assets and liabilities, the disclosures of contingent assets and liabilities at
the date of the financial statements and reported amounts of revenues and expenses during the period. Accounting
estimates could change from period to period. Actual results could differ from those estimates. Appropriate
changes in estimates are made as management becomes aware of changes in circumstances surrounding the
estimates.

The estimates and underlying assumptions are reviewed on going concern basis.

Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision
affects only that period. If the revision affects both current and future period, the same is recognised accordingly.

2.4 Significant Accounting Policies

i. Current v/s Non-Current Classification

The Group presents assets and liabilities in the balance sheet based on current/ non-current classification. An asset
is classified as current when it is:

• Expected to be realised or intended to sold or consumed in normal operating cycle

• Held primarily for the purpose of trading
• Expected to be realised within twelve months after the reporting period, or
• Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve
months after the reporting period.

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All other assets are classified as non-current.

A liability is current when:

• It is expected to be settled in normal operating cycle

• It is held primarily for the purpose of trading
• It is due to be settled within twelve months after the reporting period, or
• There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting
period

The Group classifies all other liabilities as non-current. Deferred tax assets and liabilities are classified as non-
current assets and liabilities.

The operating cycle is the time between the acquisition of assets for processing and their realisation in cash and
cash equivalents. Based on the nature of service and the time between rendering of services and their realization
in cash and cash equivalents, 12 months has been considered by the Group for the purpose of current / non-current
classification of assets and liabilities.

ii. Functional and Presentation Currency

Amounts in the financial statements are presented in Indian Rupee in lakhs rounded off to two decimal places as
permitted by Schedule Ill to the Act.

iii. Property, Plant and Equipment (PPE):

PPE is recognised when it is probable that future economic benefits associated with the item will flow to the
Company and the cost of the item can be measured reliably PPE is stated at original cost net of tax/duty credits
availed, if any less accumulated depreciation and cumulative impairment, if any All directly attributable costs
related to the acquisition of PPE and, borrowing costs case of qualifying assets are capitalised in accordance with
the Company's accounting policy.

Under the previous GAAP, property, plant and equipment were carried at historical cost less depreciation and
impairment losses, if any. On transition to Ind AS, the Group has availed the optional exemption under Ind AS
101 and accordingly it has used the carrying value as at the date of transitions as the deemed cost of the property,
plant & equipment under Ind AS.

Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as appropriate, only
when it is probable that future economic benefits associated with the item will flow to the group and the cost of
the item can be measured reliably. PPE not ready for the intended use on the date of the Balance Sheet are disclosed
as "capital work-in-progress".

Depreciation is recognised using written down value method so as to write off the cost of the assets (other than
freehold land and capital work-in-progress) less their residual values over their useful lives specified in Schedule
II to the Companies Act, 2013, or in the case of assets where the useful life was determined by technical evaluation,
over the useful life so determined.

Depreciation on additions to deductions from, owned assets is calculated pro rata to the period of use.

PPE is de recognised upon disposal or when no future economic benefits are expected from its use or disposal.
Any gain or loss arising on de recognition is recognised in the Statement of Profit and Loss in the same period.

The estimated useful lives, residual values and depreciation method are reviewed at each financial year end and
the effect of any change is accounted for on prospective basis.

The carrying amount of the all property, plant and equipment are derecognized on its disposal or when no future
economic benefits are expected from its use or disposal and the gain or loss on de-recognition is recognized in the
statement of profit & loss.

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iv. Intangible Assets:

Intangible assets are recognised when it is probable that the future economic benefits that are attributable to the
asset will flow to the Company and the cost of the asset can be measured reliably.

On transition to Ind AS, the Group has availed the optional exemption under Ind AS 101 and accordingly it has
used the carrying value as at the date of transitions as the deemed cost of the Intangible assets under Ind AS.

Intangible assets that are acquired by the Group, which have finite useful lives, are measured at cost less
accumulated amortization and accumulated impairment losses (if any). Costs include expenditure that is directly
attributable to the acquisition of the intangible assets.

i. Subsequent Expenditure

Subsequent expenditure is capitalized only when it increases the future economic benefits embodied in
the specific asset to which it relates. All other expenditure, including expenditure on internally generated
goodwill and brands, are recognized in profit or loss as incurred.

ii. Amortization of intangible assets with finite useful lives

Amortization is recognized in profit or loss on a written down value over the estimated useful lives of
intangible assets from the date that they are available for use.

v. Impairment of Non-Financial Assets:

Assets that have an indefinite useful life, for example goodwill, are not subject to amortisation and are tested
annually for impairment and additionally whenever there is a triggering event for impairment. Assets that are
subject to amortisation and depreciation are reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the
amount by which the asset’s carrying amount of cash generating units exceeds its recoverable amount. The
recoverable amount of a cash generating unit is the higher of cash generating unit’s fair value less cost of disposal
and its value in use.

vi. Financial Instruments-Initial Recognition, Subsequent Measurement and Impairment:

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or
equity instrument of another entity.

Financial Assets
(a) Initial recognition and measurement: All financial assets are recognised initially at fair value and, in the case
of financial assets not recorded at fair value through profit or loss, transaction costs that are attributable to
the acquisition of the financial asset.
(b) Subsequent measurement: For purposes of subsequent measurement financial assets are classified in two
broad categories:
-Financial assets at fair value
-Financial assets at amortised cost
(c) Classification: The Group classifies financial assets as subsequently measured at amortised cost, fair value
through other comprehensive income or fair value through profit or loss on the basis of its business model
for managing the financial assets and the contractual cash flows characteristics of the financial asset.
(d) Financial assets measured at amortised cost: Financial assets are measured at amortised cost when asset is
held within a business model, whose objective is to hold assets for collecting contractual cash flows and
contractual terms of the asset give rise on specified dates to cash flows that are solely for payments of
principal and interest. Such financial assets are subsequently measured at amortised cost using the effective
interest rate (EIR) method. The losses arising from impairment are recognised in the Statement of profit and
loss. This category generally applies to trade and other receivables.
(e) Financial assets measured at fair value through other comprehensive income (FVTOCI): Financial assets
under this category are measured initially as well as at each reporting date at fair value. Fair value movements
are recognized in the other comprehensive income.

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(f) Financial assets measured at fair value through profit or loss (FVTPL): Financial assets under this category
are measured initially as well as at each reporting date at fair value with all changes recognised in profit or
loss.
(g) Investment in Equity Instruments: Equity instruments which are held for trading are classified as at FVTPL.
All other equity instruments are classified as FVTOCI. Fair value changes on the instrument, excluding
dividends, are recognized in the other comprehensive income. There is no recycling of the amounts from
other comprehensive income to profit or loss.
(h) Derecognition of Financial assets: A financial asset is primarily derecognised when the rights to receive cash
flows from the asset have expired or the Group has transferred its rights to receive cash flows from the asset,
if an entity transfers a financial asset in a transfer that qualifies for derecognition in its entirety and retains
the right to service the financial asset for a fee, it shall recognise either a servicing asset or a servicing liability
for that servicing contract. If the fee to be received is not expected to compensate the entity adequately for
performing the servicing, a servicing liability for the servicing obligation shall be recognised at its fair value.
If the fee to be received is expected to be more than adequate compensation for the servicing, a servicing
asset shall be recognised for the servicing right at an amount determined on the basis of an allocation of the
carrying amount of the larger financial asset.
(i) Impairment of Financial assets: In accordance with Ind AS 109, the Group applies expected credit loss (ECL)
model for measurement and recognition of impairment loss on the financial assets that are debt instruments
and trade receivables. For recognition of impairment loss on other financial assets and risk exposure, the
Group determines that whether there has been a significant increase in the credit risk since initial recognition.

Financial Liabilities:

a) Initial recognition and measurement: All financial liabilities are recognised initially at fair value and, in
the case of loans, borrowings and payables, net of directly attributable transaction costs. Financial
liabilities include trade and other payables, loans and borrowings including bank overdrafts and
derivative financial instruments.

b) Classification & Subsequent measurement: If a financial instrument that was previously recognised as a
financial asset is measured at fair value through profit or loss and its fair value decreases below zero, it
is a financial liability measured in accordance with IND AS. Financial liabilities are classified as held for
trading, if they are incurred for the purpose of repurchasing in the near term.

The Group classifies all financial liabilities as subsequently measured at amortised cost, except for
financial liabilities at fair value through profit or loss. Such liabilities, including derivatives that are
liabilities, shall be subsequently measured at fair value.
c) Loans and Borrowings: Interest-bearing loans and borrowings are subsequently measured at amortised
cost using the Effective Interest Rate (EIR) method. Gains and losses are recognised in profit or loss
when the liabilities are derecognised as well as through EIR amortisation process. Amortised cost is
calculated by taking into account any discount or premium on acquisition and fees or costs that are an
integral part of the EIR. The EIR amortisation is included as finance costs in the statement of profit and
loss. After initial recognition Gain and Liabilities held for Trading are recognised in statement of profit
and Loss Account.

d) Derecognition of Financial Liabilities: A financial liability is derecognised when the obligation under the
liability is discharged or cancelled or expires. When an existing financial liability is replaced by another
from the same lender on substantially different terms, or the terms of an existing liability are substantially
modified, such an exchange or modification is treated as the derecognition of the original liability and
the recognition of a new liability. The difference in the respective carrying amounts is recognised in the
Statement of Profit and Loss.

e) Offsetting financial instruments: Financial assets and liabilities are offset and the net amount reported in
the balance sheet when there is a legally enforceable right to offset the recognised amounts and there is
an intention to settle on a net basis to realise the asset and settle the liability simultaneously.

Subsequent recoveries of amounts previously written off are credited to Other Income.

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vii. Cash and Cash Equivalents:

Cash and cash equivalent in the balance sheet comprise cash at banks and on hand and short-term deposits with
an original maturity of three months or less, that are readily convertible to a known amount of cash and subject to
an insignificant risk of changes in value.

For the purpose of the statement of cash flows, cash and cash equivalents consist of cash and short-term deposits,
as defined above, net of outstanding bank overdrafts as they are considered an integral part of the Group's cash
management.

viii. Provisions, Contingent Liabilities and Contingent Assets:

a) General: Provisions are recognised when the Group has a present obligation (legal or constructive) as a
result of a past event, it is probable that an outflow of resources embodying economic benefits will be
required to settle the obligation and a reliable estimate can be made of the amount of the obligation. If
the effect of the time value of money is material, the amount of a provision shall be the present value of
expense expected to be required to settle the obligation Provisions are therefore discounted, when effect
is material, the discount rate shall be pre-tax rate that reflects current market assessment of time value of
money and risk specific to the liability. Unwinding of the discount is recognised in the Statement of Profit
and Loss as a finance cost. Provisions are reviewed at each balance sheet date and are adjusted to reflect
the current best estimate.

b) Contingencies: Contingent liabilities are disclosed when there is a possible obligation arising from past
events, the existence of which will be confirmed only by the occurrence or non-occurrence of one or
more uncertain future events not wholly within the control of the Group or a present obligation that arises
from past events where it is either not probable that an outflow of resources will be required to settle or
a reliable estimate of the amount cannot be made. Information on contingent liability is disclosed in the
Annexures to the Financial Statements.

A contingent asset is a possible asset that arises from past events and whose existence will be confirmed
only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the
control of the entity, Contingent assets are not recognised, but are disclosed in the notes. However, when
the realisation of income is virtually certain, then the related asset is no longer a contingent asset, but it
is recognised as an asset.

ix. Share Capital and Securities Premium:

Ordinary shares are classified as Equity. Incremental costs directly attributable to the issue of new shares are
shown in equity as a deduction, net of tax, from the proceeds. Par value of the equity share is recorded as share
capital and the amount received in excess of the par value is classified as securities premium.

x. Revenues:

a) Sale of services: Revenue from rendering of services is recognised over time as the customer receives
the benefit of the Company's performance and the Company has an enforceable right to payment for
services transferred.

b) Other Income:
-Interest Income: Interest income is recognised on a time proportion basis using the effective interest
method. When a receivable is impaired, the Group reduces the carrying amount to its recoverable amount,
being the estimated future cash flows discounted at the original effective interest rate of the instrument
and continues unwinding the discount as interest income. Interest income on impaired loans is recognised
using the original effective interest rate.

xi. Taxation:

a) Current Tax: Current tax is expected tax payable on the taxable income for the year, using the tax rate
enacted at the reporting date, and any adjustment to the tax payable in respect of the earlier periods.

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 b) Deferred Tax: Deferred tax is recognized for all taxable temporary differences and is calculated based
on the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used
for taxation purposes.

Deferred tax is measured at the tax rates that are expected to be applied when the asset is realized or the
liability is settled, based on the laws that have been enacted or substantively enacted at the reporting date.
Deferred tax assets are recognized only to the extent that it is probable that future taxable profits will be
available against which the assets can be utilized. Deferred tax assets are reviewed at each reporting date
and are reduced to the extent that it is no longer probable that the related tax benefit will be realized.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset and when
the deferred tax balances relate to taxes levied by the same tax authority on the same taxable entity, or
on different tax entities, but the Group intends to settle current tax liabilities and assets on a net basis or
their tax assets and liabilities will be realized simultaneously.

c) Current and Deferred Tax for the Year: Current and deferred tax are recognized in the statement of
profit & loss, except when they relate to items that are recognized in other comprehensive income or
directly in equity, in which case, the current tax and deferred tax is recognized directly in other
comprehensive income or equity respectively.

xii. Earning Per Share:

Basic Earnings Per Share is computed by dividing the net profit attributable to the equity shareholders of the
company to the weighted average number of Shares outstanding during the period & Diluted earnings per share
is computed by dividing the net profit attributable to the equity shareholders of the company after adjusting the
effect of all dilutive potential equity shares that were outstanding during the period. The weighted average number
of shares outstanding during the period includes the weighted average number of equity shares that could have
issued upon conversion of all dilutive potential.

xiii. Lease:

As a lessee: The Group’s lease asset classes primarily consist of leases for Land, Vehicles and Plant & Machinery.
The Group assesses whether a contract contains a lease, at inception of a contract. A contract is, or contains, a
lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for
consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Group
assesses whether: (i) the contract involves the use of an identified asset (ii) the Group has substantially all of the
economic benefits from use of the asset through the period of the lease and (iii) the Group has the right to direct
the use of the asset.

At the date of commencement of the lease, the Group recognizes a right-of-use asset ("ROU") and a corresponding
lease liability for all lease arrangements in which it is a lessee, except for leases with a term of twelve months or
less (short-term leases) and low value leases. For these short-term and low value leases, the Group recognizes the
lease payments as an operating expense on a straight-line basis over the term of the lease.

Certain lease arrangements include the options to extend or terminate the lease before the end of the lease term.
ROU assets and lease liabilities includes these options when it is reasonably certain that they will be exercised.
The right-of-use assets are initially recognized at cost, which comprises the initial amount of the lease liability
adjusted for any lease payments made at or prior to the commencement date of the lease plus any initial direct
costs less any lease incentives. They are subsequently measured at cost less accumulated depreciation and
impairment losses.

Right-of-use assets are depreciated from the commencement date on a straight-line basis over the shorter of the
lease term and useful life of the underlying asset. Right of use assets are evaluated for recoverability whenever
events or changes in circumstances indicate that their carrying amounts may not be recoverable. For the purpose
of impairment testing, the recoverable amount (i.e. the higher of the fair value less cost to sell and the value-in-
use) is determined on an individual asset basis unless the asset does not generate cash flows that are largely
independent of those from other assets.

The lease liability is initially measured at amortized cost at the present value of the future lease payments. The
lease payments are discounted using the interest rate implicit in the lease or, if not readily determinable, using the

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 incremental borrowing rates in the country of domicile of these leases. Lease liabilities are remeasured with a
corresponding adjustment to the related right of use asset if the Group changes its assessment if whether it will
exercise an extension or a termination option. Lease liability and ROU asset have been separately presented in the
Balance Sheet and lease payments have been classified as financing cash flows.

xiv. Commitments:

Commitments are future liabilities for contractual expenditure, classified and disclosed as follows:

a) estimated amount of contracts remaining to be executed on capital account and not provided for,
b) uncalled liability on shares and other investments partly paid;
c) funding related commitment to subsidiary

xv. Investment Properties:

Property that is held for long-term rental yields or for capital appreciation or both, and that is not occupied by the
Company, is classified as investment property. Investment property is measured initially at its cost, including
related transaction costs and where applicable borrowing costs. Subsequent expenditure is capitalised to the asset’s
carrying amount only when it is probable that future economic benefits associated with the expenditure will flow
to the Company and the cost of the item can be measured reliably.

All other repairs and maintenance costs are expensed when incurred. When part of an investment property is
replaced, the carrying amount of the replaced part is derecognised.

xvi. Employee Benefits:

The company provides for the various benefits plans to the employees. These are categorized into Defined Benefits
Plans and Defined Contributions Plans. Defined contribution plans includes the amount paid by the company
towards the liability for Provident fund to the employees provident fund organization and Employee State
Insurance fund in respect of ESI and defined benefits plans includes the retirement benefits, such as gratuity.

a) In respect Defined Contribution Plans, contribution made to the specified fund based on the services rendered
by the employees are charged to Statement of Profit & Loss in the year in which services are rendered by
the employee.

b) Liability in respect of Defined Long-Term benefit plan is determined at the present value of the amounts
payable determined using actuarial valuation techniques performed by an independent actuarial at each
balance sheet date using the projected unit credit methods. Re-measurement, comprising actuarial gain and
losses, the effects of assets ceiling (if applicable) and the return on plan assets (excluding interest), is
reflected immediately in the statement of Financial Position with a charge or credit recognized in other
comprehensive income in the period in which they occur. Past Service cost is recognized in the statement of
profit & loss in the period of plan amendment.

c) Liabilities for short term employee benefits are measured at undiscounted amount of the benefits expected
to be paid and charged to Statement of Profit & Loss in the year in which the related service is rendered.

xvii. Inventories:

Work in Progress: Work in Progress, are valued at cost based on First in First out method.

Stores & Spares are valued at lower of cost based on First in First out method or net realizable value. Cost of
inventories comprises all costs of purchase, conversion and other costs incurred in bringing the inventories to their
present location and condition. Net realizable value is the estimated selling price in the ordinary course of business,
less the estimated costs of completion and selling expenses.

2.5 Critical Accounting Estimates, Assumptions and Judgements

In the process of applying the Group's accounting policies, management has made the following estimates,
assumptions and judgements, which have significant effect on the amounts recognised in the financial statement:

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a) Property, plant and equipment: On transition to Ind AS, the Group has adopted optional exemption under
IND AS 101 for fair valuation of property, plant and equipment. and investment properties.The Group
appointed external adviser to assess the fair value, remaining useful lives and residual value of property,
plant and equipment. Management believes that the assigned fair value, useful lives and residual value are
reasonable.

b) Income Taxes: Management judgment is required for the calculation of provision for income taxes and
deferred tax assets and liabilities. The Group reviews at each balance sheet date the carrying amount of
deferred tax assets. The factors used in estimates may differ from actual outcome which could lead to
significant adjustment to the amounts reported in the standalone financial statements.

c) Contingencies: Management judgement is required for estimating the possible outflow of resources, if any,
in respect of contingencies/claim/ litigations against the Group as it is not possible to predict the outcome of
pending matters with accuracy.

d) Allowance for uncollectable accounts receivable and advances: Trade receivables do not carry any interest
and are stated at their normal value as reduced by appropriate allowances for estimated irrecoverable
amounts. Individual trade receivables are written off when management deems them not to be collectible.
Impairment is made on the expected credit losses, which are the present value of the cash shortfall over the
expected life of the financial assets.

2.6 Recent Accounting Developments

Ministry of Corporate Affairs (MCA) notifies new standards or amendments to the existing standards under
Companies (Indian Accounting Standards) Rules as issued from time to time. On March 23, 2022, MCA amended
the Companies (Indian Accounting Standards) Amendment Rules, 2022, as below.

Ind AS 16 – Property Plant and equipment - The amendment clarifies that excess of net sale proceeds of items
produced over the cost of testing, if any, shall not be recognised in the profit or loss but deducted from the directly
attributable costs considered as part of cost of an item of property, plant, and equipment.

The effective date for adoption of this amendment is annual periods beginning on or after April 1, 2022. The
Group has evaluated the amendment and there is no impact on its financial statements.

Ind AS 37 – Provisions, Contingent Liabilities and Contingent Assets – The amendment specifies that the ‘cost
of fulfilling’ a contract comprises the ‘costs that relate directly to the contract’. Costs that relate directly to a
contract can either be incremental costs of fulfilling that contract (examples would be direct labour, materials) or
an allocation of other costs that relate directly to fulfilling contracts (an example would be the allocation of the
depreciation charge for an item of property, plant and equipment used in fulfilling the contract). The effective
date for adoption of this amendment is annual periods beginning on or after April 1, 2022, although early adoption
is permitted.

The Group has evaluated the amendment and the impact is not expected to be material.

PRINCIPAL COMPONENTS OF STATEMENT OF PROFIT AND LOSS

Set forth below are the principal components of statement of profit and loss from our continuing operations:

Income

Our total income comprises revenue from operations & other income as mentioned below:

Revenue from Operations

Our revenue from operations primarily includes income from Installation and commissioning of Sewerage
treatment plants and sale of scraps.

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Other Income

Other income includes (i) interest income on FDR’s and other deposits; (ii) Rent, (iii) Gain on Investment in
shares of subsidiary, (iv) Profit on sale of Property, plant and equipment, (v) Miscellaneous Income etc.

Expenses

Our total expenses include the below mentioned expenses:

Cost of Revenue of Operations

Cost of revenue of operations is the aggregate of our cost of raw materials consumed which includes additional
purchases and change in inventory of raw materials.

Changes in Inventories of Work-in-Process

Changes in inventories of work-in-progress denote increase/ decrease in inventories of work in progress between
opening and closing dates of a reporting period.

Employee benefit expenses

Employee benefit expenses primarily include (i) salaries and wages, (ii) director remuneration, (iii) bonus &
incentive, (iv) contributions to ESI, PFI and other funds, (v) gratuity, (vi) staff welfare expenses and (vii) leave
encashment.

Finance Cost

Our finance costs primarily include interest, other borrowing cost and bank charges.

Depreciation and Amortization Expense

Depreciation expenses primarily include (i) depreciation expenses on our property, plant and equipment including
buildings, plant & machinery, electrical installations, office equipments, computers, furniture’s & fixtures and
vehicles; and (ii) amortization expenses include amortization of softwares.

Other Expenses

Other expenses include Power & Fuel, Erection & Commissioning Charges, Testing Charges, Loading &
Unloading, Job Work Charges, Site Expenses, Security Charges, Design and Drawing Expenses, Repair &
Maintenance (Machinery), Labour Charges, Hiring of Equipment & Machinery, Freight & Transportation, Rent,
Travelling & Conveyance, Hiring of Vehicles, Fee Rates & Taxes, Insurance, Auditors' Remuneration, Legal &
Professional and CSR Expenses etc.

Tax Expense

Our tax expenses primarily include current tax, deferred tax and adjustment for tax of earlier years.

CHANGES IN ACCOUNTING POLICIES

There have been no changes in our accounting policies during Fiscal 2023, 2022 and 2021 except Company have
adopted IND AS in FY 2022-23.

NON-GAAP MEASURES

EBITDA and EBITDA Margin, (together, “Non-GAAP Measures”), presented in this Red Herring Prospectus is
a supplemental measure of our performance and liquidity that is not required by, or presented in accordance with,
Ind AS, IFRS or US GAAP. Further, these Non-GAAP Measures are not a measurement of our financial
performance or liquidity under Ind AS, IFRS or US GAAP and should not be considered in isolation or construed
as an alternative to cash flows, profit/ (loss) for the years/ period or any other measure of financial performance

423 | P a g e
or as an indicator of our operating performance, liquidity, profitability or cash flows generated by operating,
investing or financing activities derived in accordance with Ind AS, IFRS or US GAAP.

In addition, these Non-GAAP Measures are not standardised terms, hence a direct comparison of these Non-
GAAP Measures between companies may not be possible. Other companies may calculate these Non-GAAP
Measures differently from us, limiting its usefulness as a comparative measure. Although such Non-GAAP
Measures are not a measure of performance calculated in accordance with applicable accounting standards, our
Company’s management believes that they are useful to an investor in evaluating us as they are widely used
measures to evaluate a company’s operating performance.

Reconciliation of EBITDA and EBIDTA margin to restated profit after tax

The table below reconciles restated (loss)/ profit for the year to EBITDA. EBITDA is calculated as a profit/ (loss)
for the year, plus total tax expenses, finance costs and depreciation and amortization expenses, less other income,
while EBITDA margin is the percentage of EBITDS divided by revenue from operations:
(Rs. In Lakhs)
Year ended Year ended Year ended
Particulars
March 31, 2023 March 31, 2022 March 31, 2021
Restated Profit before tax for the year 14,687.41 10,749.30 9,819.24
Add:
Finance costs 384.13 574.59 445.25
Depreciation and amortization expenses 339.65 252.06 173.50
Less:
Other Income 511.54 324.76 548.03
Earnings before Interest, taxes, depreciation
14,899.95 11,251.19 9,889.96
and amortization expenses (EBIDTA)
Revenue from operations 53,816.17 35,985.08 33,070.39
EBIDTA Margin 27.69% 31.27% 29.91%

Reconciliation of return on capital employed

(Rs. In Lakhs)
Year ended Year ended Year ended
Particulars
March 31, 2023 March 31, 2022 March 31, 2021
Equity 48,993.89 38,112.26 30,207.64
Add:
Long-term Borrowings 4,539.56 371.31 316.29
Short-term Borrowings - - -
Capital employed 53,533.45 38,483.57 30,523.93
Restated profit before interest and tax for the
15,071.54 11,323.89 10,264.49
year
Return on Capital employed (%) 28.15% 29.43% 33.63%

Reconciliation of Return on Equity to Total Equity

(Rs. In Lakhs)
Year ended Year ended Year ended
Particulars
March 31, 2023 March 31, 2022 March 31, 2021
Closing Equity (a) 48,993.89 38,112.26 30,207.64
Opening Equity (b) 38,112.26 30,207.64 22,998.88
Average Equity (c)= Avg (a,b) 43,553.08 34,159.97 26,603.26
Restated Profit for the year (d) 10,881.63 7,904.62 7,195.37
Return on Equity (%) (e)= d/c 24.98 23.14 27.05

Reconciliation of Total Borrowings and Debt to Equity Ratio

(Rs. In Lakhs)
Year ended Year ended Year ended
Particulars
March 31, 2023 March 31, 2022 March 31, 2021
Non-Current Liabilities-Borrowings (a) 4,539.56 371.31 316.29
Current Liabilities-Borrowings (b) - - -
Total Borrowings (c)=a+b 4,539.56 371.31 316.29

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 Total Equity (d) 48,993.89 38,112.26 30,207.64
Debt to Equity Ratio (times) (e)=c/d 0.09 0.01 0.01
Results of Operations based on Restated Consolidated Financial Statement
The following table sets forth select financial data from our restated statement of profit and loss & the components
of which are also expressed as a percentage of total income.
(Rs. in Lakhs)
For the year % of For the year % of For the year % of
Particulars ended 31st Total ended 31st Total ended 31st Total
March 2023 Income March 2022 Income March 2021 Income
I) Incomes
Revenue from
53,816.17 99.06% 35,985.08 99.11% 33,070.39 98.37%
Operations (Net)
Other Income 511.54 0.94% 324.76 0.89% 548.03 1.63%
100.00
II) Total revenue 54,327.71 100.00% 36,309.84 100.00% 33,618.42
%

III) Expenses
Cost of Revenue from
40,941.82 75.36% 24,447.41 67.33% 20,821.59 61.94%
Operations
Changes in inventories of
(5,062.13) (9.32)% -1,866.67 (5.14)% 747.56 2.22%
work-in-progress
Employee benefit
1,402.19 2.58% 1,064.84 2.93% 785.11 2.34%
expenses
Finance costs 384.13 0.71% 574.59 1.58% 445.25 1.32%
Depreciation and
339.95 0.63% 252.06 0.69% 173.50 0.52%
amortization expense
Other expenses 1,634.34 3.01% 1,088.31 3.00% 826.17 2.46%
Total Expenses 39,640.30 72.97% 25,560.54 70.40% 23,799.18 70.79%

Restated Profit before

Exception Items and 14,687.41 27.03% 10,749.30 29.60% 9,819.24 29.21%
Taxes

Extraordinary Items - - - - - -

Profit Before Tax 14,687.41 27.03% 10,749.30 29.60% 9,819.24 29.21%

Tax Expense
Current Tax 3,812.94 7.02% 2,859.09 7.87% 2,628.34 7.82%
Deferred Tax 7.49 0.01% (2.62) (0.01)% (0.23) 0.00%

Restated Profit for the

10,866.98 20.00% 7,892.83 21.74% 7,191.14 21.39%
Period
Other Comprehensive
Income (OCI) (VIII)

Items not to be
reclassified to profit or
loss in subsequent
period:
Remeasurement gain/
(loss) on defined benefit 8.78 0.02% 6.53 0.02% 3.48 0.01%
plan (net of Tax)

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 Gain/(Loss) on
5.86 0.01% 5.26 0.01% 0.75 0.00%
Investments through OCI

Restated Total
Comprehensive Income
10,881.63 20.03% 7,904.62 21.77% 7,195.37 21.40%
for the period/year, net
of tax

Profit for the year

attributable to
Shareholders of the
10,750.59 19.79% 7,814.74 21.52% 7,188.36 21.38%
company
Non-Controlling Interest 116.39 0.21% 78.09 0.22% 2.78 0.01%
10,866.98 20.00% 7,892.83 21.74% 7,191.14 21.39%

Other Comprehensive
income for the year
attributable to
Shareholders of the
14.65 0.03% 11.79 0.03% 4.22 0.01%
company
Non-Controlling Interest - - - - - -
14.65 0.03% 11.79 0.03% 4.22 0.01%

Total Comprehensive
income for the year
attributable to
Shareholders of the
10,765.24 19.82% 7,826.53 21.55% 7,192.59 21.39%
company
Non-Controlling Interest 116.39 0.21% 78.09 0.22% 2.78 0.01%
10,881.63 20.03% 7,904.62 21.77% 7,195.37 21.40%

FISCAL 2023 COMPARED TO FISCAL 2022

Income
The table below sets forth details in relation to our revenue for Fiscal 2023 and Fiscal 2022:
Fiscal 2023 Fiscal 2022 %
Particulars
(In Lakhs) (In Lakhs) Increase/(decrease)
Revenue from Operations 53,816.17 35,985.08 49.55%
Other Income 511.54 324.76 57.51%
Total Revenue 54,327.71 36,309.84 49.62%
Our revenue from operations increased by Rs. 17,831.09 lakhs or 49.55% to Rs. 53,816.17 lakhs for Fiscal 2023
as compared to Rs. 35,985.08 lakhs for Fiscal 2022. This increase in revenue from operations was primarily due
to increased income from Installation and commissioning of Sewerage Treatment plants on recovery from COVID
& handsome amount of order book, our order book was also increased from Rs. 86,362.00 Lakhs as of March 31,
2022 to Rs. 1,38,908.00 Lakhs as of March 31, 2023.
Other income also increased by Rs. 186.78 lakhs or 57.51% to Rs. 511.54 lakhs for Fiscal 2023 compared to Rs.
324.76 lakhs for Fiscal 2022. This increase in other income was primarily due to increase in interest income earned
on deposits/FDRs, the interest income increased by Rs. 164.94 Lakhs by 51.64% to Rs. 484.33 Lakhs for Fiscal
2023 compared to Rs. 319.39 Lakhs for Fiscal 2022.
Expenses
The table below sets forth details in relation to our total expenses for Fiscal 2023 compared to our total expenses
for Fiscal 2022:

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 Fiscal 2023 Fiscal 2022 %
Particulars
(In Lakhs) (In Lakhs) Increase/(decrease)
Cost of Revenue from Operations 40,941.82 24,447.41 67.47%
Changes in Inventories of Work-in-process (5,062.13) (1,866.67) 171.19%
Employee Benefits Expense 1,402.19 1,064.84 31.68%
Finance Cost 384.13 574.59 (33.15)%
Depreciation and amortization expense 339.95 252.06 34.87%
Other Expenses 1,634.34 1,088.31 50.17%
Total Expenses 39,640.30 25,560.54 55.08%
Our total expenses increased by Rs. 14,079.76 lakhs or 55.08% to Rs. 39,640.30 lakhs for Fiscal 2023 compared
to Rs. 25,560.54 lakhs for Fiscal 2022.
This was primarily attributable to:
Cost of Revenue from Operations

The table below sets forth details in relation to our cost of Revenue from operations for the periods indicated
below:

Fiscal 2023 Fiscal 2022 % Increase/

Particulars
(In Lakhs) (In Lakhs) (decrease)
Consumption of stores and spare parts 9,822.43 8,313.35 18.15%
Power & Fuel 1,060.67 996.20 6.47%
Labour Processing, Testing and Machinery Hire Charges 1,737.30 1,456.80 19.25%
Installation and Erection Charges 20.44 666.38 -96.93%
Job Work Charges 28,282.53 13,007.18 117.44%
Consultancy Fees 18.45 7.50 146.00%
Cost of Material Consumed 40,941.82 24,447.41 67.47%

Our cost of revenue for operations increased by Rs. 16,494.41 lakhs or 67.47% to Rs. 40,941.82 lakhs for Fiscal
2023 compared to Rs. 24,447.41 lakhs for Fiscal 2022. This increase was primarily due to increase in Installation
and Erection Charges, Consumption of stores and spare parts and Power & Fuel due to increase in sales of services.

Change in inventories of work-in-progress

The table below sets forth details in relation to changes in inventories for the periods indicated below:

Fiscal 2023 Fiscal 2022 % Increase/

Particulars
(In Lakhs) (In Lakhs) (decrease)
As at the end of the reporting period/year
Work in Progress 10,471.73 5,409.60 93.58%
(A) 10,471.73 5,409.60 93.58%
As at the beginning of the reporting period/year
Work in Progress 5,409.60 3,542.93 52.69%
(B) 5,409.60 3,542.93 52.69%
Total (B-A) (5,062.13) (1,866.67) 171.19%

Our inventory level for work-in-progress in Fiscal 2023 had decreased by Rs. 5,062.13 lakhs i.e. from Rs.
10,471.73 lakhs in Fiscal 2023 to Rs. 5,409.60 lakhs in Fiscal 2022. The decrease in inventory of work-in-progress
are in line with increase turnover in the Fiscal 2022.

Employee benefits expense

Our employee benefits expense increased by Rs. 337.35 lakhs or 1.68% to Rs. 1,402.19 lakhs for Fiscal 2023 from
Rs. 1,064.84 lakhs for Fiscal 2022. The increase primary due to increase in salary and wages and increase in the
number of employees, increase in directors’ remunerations and staff welfare expenses. Further, as a percentage of
our revenue from operation, the cost of employee benefit expenses has decreased to 2.58% in Fiscal 2023 from
2.93% in Fiscal 2022.

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Finance costs

The table below sets forth details in relation our finance cost for the periods indicated below:

Fiscal 2022 Fiscal 2021 %

Particulars
(In Lakhs) (In Lakhs) Increase/(decrease)
Interest paid 0.07 2.43 (97.12)%
Other Finance Cost 376.28 572.16 (34.24)%
Interest on Govt. dues 7.79 - 100.00%
Finance cost 384.13 574.59 (33.15%)

Our finance costs decreased by Rs. 190.46 lakhs or 33.15% to Rs. 384.13 lakhs for Fiscal 2023 compared to Rs.
574.59 lakhs for Fiscal 2022. This decrease was primarily due to decrease in other finance charges/cost incurred
by the Company.

Depreciation and Amortisation Expense

Our depreciation and amortisation expense increased by Rs. 87.89 lakhs or 34.87% to Rs. 39.95 lakhs for Fiscal
2023 compared to Rs. 252.06 lakhs for Fiscal 2022. This increase was due to purchase of plant & office
equipment’s.

Other expenses

Our other expenses increased by Rs. 546.03 lakhs or 50.17% to Rs. 1,634.34 lakhs for Fiscal 2023 as compared
to Rs. 1,088.31 lakhs for Fiscal 2022. This increase was primarily due to increase in job work charges,
miscellaneous expenses, legal & professional charges towards designing, power & fuel, fees & subscriptions,
Repair and Maintenance, rent, rates & taxes expenses, which was increased due to increase in operations during
the year. Further, as a percentage of our revenue from operation, the other expenses also increased to 3.01% in
Fiscal 2023 from 3.00% in Fiscal 2022.

EBITDA

For the reasons described above, our EBITDA increased by Rs. 3,648.76, or 32.43 %, to Rs. 14,899.95 lakhs for
Fiscal 2023 from Rs. 11,251.19 lakhs for Fiscal 2022.

Restated Profit before Tax

As a result of the foregoing factors, our profit before tax increased by Rs. 3,93811 lakhs or 36.64% to Rs.
14,687.41 lakhs for Fiscal 2023 as compared to Rs. 10,749.30 lakhs for Fiscal 2022. This increase was on account
of increased order flow, higher operations and better realizations.

Tax Expenses

Our tax expenses increased by Rs. 963.96 lakhs or 33.75% to Rs. 3,820.43 lakhs for Fiscal 2023 compared to Rs.
2,856.47 lakhs for Fiscal 2022. The increase in tax expenses during Fiscal 2023 is mainly on account of increase
in current tax by Rs. 953.85 lakhs, or 33.36%, to Rs. 3,812.94 lakhs for Fiscal 2023 from Rs. 2,859.09 lakhs for
Fiscal 2022. The increase in current tax was primarily on account of increase in taxable income for Fiscal 2023.

Restated Profit for the Year

As a result of the foregoing factors, our profit for the year increased by Rs. 2,977.01 lakhs or 37.66% to Rs.
10,88163 lakhs for Fiscal 2023 compared to Rs. 7,904.62 lakhs for Fiscal 2022.
FISCAL 2022 COMPARED TO FISCAL 2021

Income
The table below sets forth details in relation to our revenue for Fiscal 2022 and Fiscal 2021:
Fiscal 2022 Fiscal 2021 %
Particulars
(In Lakhs) (In Lakhs) Increase/(decrease)
Revenue from Operations 35,985.08 33,070.39 8.81%

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 Other Income 324.76 548.03 (40.74)%
Total Revenue 36,309.84 33,618.42 8.01%
Our revenue from operations increased by Rs. 2,914.69 lakhs or 8.81% to Rs. 35,985.08 lakhs for Fiscal 2022 as
compared to Rs. 33,070.39 lakhs for Fiscal 2021. This increase in revenue from operations was primarily due to
increased income from Installation and commissioning of Sewerage Treatment plants.
Other income decreased by Rs. 223.27 lakhs or 40.74% to Rs. 324.76 lakhs for Fiscal 2022 compared to Rs.
548.03 lakhs for Fiscal 2021. This decrease in other income was primarily due to decrease in interest income
earned on deposits/FDRs, the interest income decreased Rs. 135.18 Lakhs by 42.32% to Rs. 184.21 Lakhs for
Fiscal 2022 compared to Rs. 319.39 Lakhs for Fiscal 2021.
Expenses
The table below sets forth details in relation to our total expenses for Fiscal 2022 compared to our total expenses
for Fiscal 2021:
Fiscal 2022 Fiscal 2021 %
Particulars
(In Lakhs) (In Lakhs) Increase/(decrease)
Cost of Revenue from Operations 24,447.41 20,821.59 17.41%
Changes in Inventories of Work-in-process (1,866.67) 747.56 (349.70)%
Employee Benefits Expense 1,064.84 785.11 35.63%
Finance Cost 574.59 445.25 29.05%
Depreciation and amortization expense 252.06 173.5 45.28%
Other Expenses 1,088.31 826.17 31.73%
Total Expenses 25,560.54 23,799.18 7.40%
Our total expenses increased by Rs. 1,761.36 lakhs or 7.40% to Rs. 25,560.54 lakhs for Fiscal 2022 compared to
Rs. 23,799.18 lakhs for Fiscal 2021. This was primarily attributable to:
Cost of Revenue from Operations
The table below sets forth details in relation to our cost of Revenue from operations for the periods indicated
below:
Fiscal 2022 Fiscal 2021 % Increase/
Particulars
(In Lakhs) (In Lakhs) (decrease)
Consumption of stores and spare parts 8,313.35 6,408.49 29.72%
Power & Fuel 996.20 632.16 57.59%
Labour Processing, Testing and Machinery Hire Charges 1,456.80 1,112.33 30.97%
Installation and Erection Charges 666.38 7.36 8954.08%
Job Work Charges 13,007.18 12,421.64 4.71%
Consultancy Fees 7.50 221.59 -96.62%
Other - 18.02 (100.00)%
Cost of Material Consumed 24,447.41 20,821.59 17.41%

Our cost of revenue for operations increased by Rs. 3,625.82 lakhs or 17.41% to Rs. 24,447.41 lakhs for Fiscal
2022 compared to Rs. 20,821.59 lakhs for Fiscal 2021. This increase was primarily due to increase in Installation
and Erection Charges, Consumption of stores and spare parts and Power & Fuel due to increase in sales of services.

Change in inventories of work-in-progress

The table below sets forth details in relation to changes in inventories for the periods indicated below:

Fiscal 2022 Fiscal 2021 % Increase/

Particulars
(In Lakhs) (In Lakhs) (decrease)
As at the end of the reporting period/year
Work in Progress 5,409.60 3,542.93 52.69%
(A) 5,409.60 3,542.93 52.69%
As at the beginning of the reporting period/year
Work in Progress 3,542.93 4,290.49 (17.42)%
(B) 3,542.93 4,290.49 (17.42)%
Total (B-A) -1,866.67 747.56 (349.70)%

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Our inventory level for work-in-progress in Fiscal 2022 had decreased by Rs. 1,866.67 lakhs i.e. from Rs. 3,542.93
lakhs in Fiscal 2021 to Rs. 5,409.60 lakhs in Fiscal 2022. The decrease in inventory of work-in-progress are in
line with increase turnover in the Fiscal 2022.

Employee benefits expense

Our employee benefits expense increased by Rs. 279.73 lakhs or 35.63% to Rs. 1,064.84 lakhs for Fiscal 2022
from Rs. 785.11 lakhs for Fiscal 2021. The increase primary due to increase in salary and wages and increase in
the number of employees, increase in directors’ remunerations and staff welfare expenses. Further, as a percentage
of our revenue from operation, the cost of employee benefit expenses also increased to 2.93% in Fiscal 2022 from
2.34% in Fiscal 2021.

Finance costs

The table below sets forth details in relation our finance cost for the periods indicated below:

Fiscal 2022 Fiscal 2021 %

Particulars
(In Lakhs) (In Lakhs) Increase/(decrease)
Interest paid 2.43 44.45 (94.53)%
Other Finance Cost 572.16 400.80 42.75%
Finance cost 574.59 445.25 29.05%

Our finance costs increased by Rs. 129.34 lakhs or 29.05% to Rs. 574.59 lakhs for Fiscal 2022 compared to Rs.
445.25 lakhs for Fiscal 2021. This increase was primarily due to increase in other finance charges/cost incurred
by the Company.

Depreciation and Amortisation Expense

Our depreciation and amortisation expense increased by Rs. 78.56 lakhs or 45.28% to Rs. 252.06 lakhs for Fiscal
2022 compared to Rs. 173.50 lakhs for Fiscal 2021. This increase was due to purchase of plant & office
equipment’s.

Other expenses

Our other expenses increased by Rs. 262.14 lakhs or 31.73% to Rs. 1,088.31 lakhs for Fiscal 2022 as compared
to Rs. 826.17 lakhs for Fiscal 2021. This increase was primarily due to increase in consumption of spares and
stores, legal & professional charges towards designing, power & fuel, Repair and Maintenance, rent, rates & taxes
expenses, which was increased due to increase in operations during the year. Further, as a percentage of our
revenue from operation, the other expenses also increased to 3.00% in Fiscal 2022 from 2.46% in Fiscal 2021.

EBITDA

For the reasons described above, our EBITDA increased by Rs. 1,685.99 lakhs, or 17.05 %, to Rs. 11,575.95 lakhs
for Fiscal 2022 from Rs. 9,889.96 lakhs for Fiscal 2021.

Restated Profit before Tax

As a result of the foregoing factors, our profit before tax increased by Rs. 930.06 lakhs or 9.47% to Rs. 10,749.30
lakhs for Fiscal 2022 as compared to Rs. 9,819.24 lakhs for Fiscal 2021. This increase was on account of increased
order flow, higher operations and better realizations.

Tax Expenses

Our tax expenses increased by Rs. 228.36 lakhs or 8.77% to Rs. 2,856.47 lakhs for Fiscal 2022 compared to Rs.
2,628.11 lakhs for Fiscal 2021. The increase in tax expenses during Fiscal 2022 is mainly on account of increase
in current tax by Rs. 230.75 lakhs, or 8.78%, to Rs. 2,859.09 lakhs for Fiscal 2022 from Rs. 2,628.34 lakhs for
Fiscal 2021. The increase in current tax was primarily on account of increase in taxable income for Fiscal 2022.

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Restated Profit for the Year

As a result of the foregoing factors, our profit for the year increased by Rs. 701.69 lakhs or 9.76% to Rs. 7,892.83
lakhs for Fiscal 2022 compared to Rs. 7,191.14 lakhs for Fiscal 2021.

FISCAL 2021 COMPARED TO FISCAL 2020

Income
The table below sets forth details in relation to our revenue for Fiscal 2021 and Fiscal 2020:
Fiscal 2021 Fiscal 2020 %
Particulars
(In Lakhs) (In Lakhs) Increase/(decrease)
Revenue from Operations 33,070.39 32,564.19 1.55%
Other Income 548.03 671.80 (18.42)%
Total Revenue 33,618.42 33,235.99 1.15%
Our revenue from operations increased slightly by Rs. 506.20 lakhs or 1.55% to Rs. 33,070.39 lakhs for Fiscal
2021 as compared to Rs. 32,564.19 lakhs for Fiscal 2020. This increase in revenue from operations was primarily
due to increased income from Installation and commissioning of Sewerage Treatment plants.
Other income decreased by Rs. 123.77 lakhs or 18.42% to Rs. 548.03 lakhs for Fiscal 2021 compared to Rs.
671.80 lakhs for Fiscal 2020. This decrease in other income was primarily due to decrease in Miscellaneous
Income, further in Fiscal 2020 Company booked the Gain on Investment in shares of subsidiary amounting Rs.
68.03 Lakhs.
Expenses
The table below sets forth details in relation to our total expenses for Fiscal 2021 compared to our total expenses
for Fiscal 2020:

Fiscal 2021 Fiscal 2020 %

Particulars
(In Lakhs) (In Lakhs) Increase/(decrease)
Cost of Revenue from Operations 20,821.59 23,038.96 (9.62)%
Changes in Inventories of Work-in-process 747.56 (1,663.15) (144.95)%
Employee Benefits Expense 785.11 679.33 15.57%
Finance Cost 445.25 290.07 53.50%
Depreciation and amortization expense 173.5 156.82 10.64%
Other Expenses 826.17 903.75 (8.58)%
Total Expenses 23,799.18 23,405.78 1.68%
Our total expenses increased by Rs. 393.40 lakhs or 1.68% to Rs. 23,799.18 lakhs for Fiscal 2021 compared to
Rs. 23,405.78 lakhs for Fiscal 2020. This was primarily attributable to:
Cost of Revenue from Operations

The table below sets forth details in relation to our cost of Revenue from operations for the periods indicated
below:

Fiscal 2021 Fiscal 2020 % Increase/

Particulars
(In Lakhs) (In Lakhs) (decrease)
Consumption of stores and spare parts 6,408.49 8,343.54 (23.19)%
Power & Fuel 632.16 705.36 (10.38)%
Labour Processing, Testing and Machinery Hire Charges 1,112.33 1,626.61 (31.62)%
Installation and Erection Charges 7.36 25.51 (71.15)%
Job Work Charges 12,421.64 12,159.48 2.16%
Consultancy Fees 221.59 5.38 4018.77%
Other 18.02 173.08 (89.59)%
Cost of Material Consumed 20,821.59 23,038.96 (9.62)%

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Our cost of revenue for operations decreased by Rs. 2,217.37 lakhs or 9.62% to Rs. 20,821.59 lakhs for Fiscal
2021 compared to Rs. 23,038.96 lakhs for Fiscal 2020. This decrease was primarily due to decrease in Installation
and Erection Charges, Consumption of stores and spare parts and Power & Fuel due and Other expenses.

Change in inventories of work-in-progress

The table below sets forth details in relation to changes in inventories for the periods indicated below:

Fiscal 2021 Fiscal 2020 %

Particulars
(In Lakhs) (In Lakhs) Increase/(decrease)
As at the end of the reporting period/year
Work in Progress 3,542.93 4,290.49 (17.42)%
(A) 3,542.93 4,290.49 (17.42)%
As at the beginning of the reporting period/year
Work in Progress 4,290.49 2,627.34 63.30%
(B) 4,290.49 2,627.34 63.30%
Total (B-A) 747.56 (1,663.15) (144.95)%

Our inventory level for work-in-progress in Fiscal 2021 had decreased by Rs. 2,410.71 lakhs i.e. from Rs.
(1,663.15) lakhs in Fiscal 2020 to Rs. 747.56 lakhs in Fiscal 2021. The increase in inventory of work-in-progress
are in line with increase turnover in the Fiscal 2021.

Employee benefits expense

Our employee benefits expense increased by Rs. 105.78 lakhs or 15.57% to Rs. 785.11 lakhs for Fiscal 2021 from
Rs. 679.33 lakhs for Fiscal 2020. The increase primary due to increase in increase in directors’ remunerations and
staff welfare expenses. Further, as a percentage of our revenue from operation, the cost of employee benefit
expenses also increased to 2.34% in Fiscal 2021 from 2.04% in Fiscal 2020.

Finance costs

The table below sets forth details in relation our finance cost for the periods indicated below:

Fiscal 2021 Fiscal 2020 %

Particulars
(In Lakhs) (In Lakhs) Increase/(decrease)
Interest paid 44.45 119.69 (62.86)%
Other Finance Cost 400.80 170.38 135.24%
Finance cost 445.25 290.07 53.50%

Our finance costs increased by Rs. 155.18 lakhs or 53.50% to Rs. 445.25 lakhs for Fiscal 2021 compared to Rs.
290.07 lakhs for Fiscal 2020. This increase was primarily due to increase in other finance charges/cost incurred
by the Company by 42.75% from Rs. 170.38 Lakhs for Fiscal 2020 to Rs. 445.25 Lakhs for Fiscal 2021.

Depreciation and Amortisation Expense

Our depreciation and amortisation expense increased by Rs. 16.68 lakhs or 10.64% to Rs. 173.50 lakhs for Fiscal
2021 compared to Rs. 156.82 lakhs for Fiscal 2020. This increase was due to addition of rights to use of assets by
the Company.

Other expenses

Our other expenses decreased by Rs. 77.58 lakhs or 8.58% to Rs. 826.17 lakhs for Fiscal 2021 as compared to Rs.
903.75 lakhs for Fiscal 2020. This decrease was primarily due to decrease in legal & professional charges towards
designing. Further, as a percentage of our revenue from operation, the other expenses also decreased to 2.46% in
Fiscal 2021 from 2.72% in Fiscal 2020.

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EBITDA

For the reasons described above, our EBITDA increased by Rs. 284.65 lakhs, or 2.96%, to Rs. 9,889.96 lakhs for
Fiscal 2021 from Rs. 9,605.31 lakhs for Fiscal 2020.

Restated Profit before Tax

As a result of the foregoing factors, our profit before tax slightly decreased by Rs. 10.98 lakhs or 0.11% to Rs.
9,819.24 lakhs for Fiscal 2021 as compared to Rs. 9,830.22 lakhs for Fiscal 2020. This decrease was on account
of increased total income increased by 1.15% & total expenses increased by 1.68% YOY basis. Further our finance
cost also increased by 53.50% in Fiscal 2021 compared to Fiscal 2020.

Tax Expenses

Our tax expenses increased by Rs. 41.30 lakhs or 1.30% to Rs. 2,628.11 lakhs for Fiscal 2021 compared to Rs.
2,586.81 lakhs for Fiscal 2020. The increase in tax expenses during Fiscal 2021 is mainly on account of increase
in current tax by Rs. 31.56 lakhs, or 1.22%, to Rs. 2,628.34 lakhs for Fiscal 2021 from Rs. 2,596.78 lakhs for
Fiscal 2020. The increase in current tax was primarily on account of increase in taxable income for Fiscal 2021.

Restated Profit for the Year

As a result of the foregoing factors, our profit for the year decreased by Rs. 52.27 lakhs or 0.72% to Rs. 7,191.14
lakhs for Fiscal 2021 compared to Rs. 7,243.41 lakhs for Fiscal 2020.

CASH FLOW BASED ON RESTATED CONSOLIDATED FINANCIAL STATEMENTS

(In Lakhs)
FISCAL
Particulars
2023 2022 2021
Net cash generated from operating activities (A) (2,540.12) 2,263.71 3,576.82
Net cash (used in)/generated from investing activities (B) (1,035.67) (1,477.91) (847.51)
Net cash (used in)/generated from financing activities (C) 5,637.97 276.40 (1,089.80)
Net increase in cash and cash equivalents (A+B+C) 2,062.18 1,062.20 1,639.51
Cash and cash equivalents at the beginning of the year 6,105.29 5,043.09 3,403.58
Cash and cash equivalents at the end of the year 8,167.47 6,105.29 5,043.09
For further details, kindly refer chapter titled “Financial Statement” on page 318.
Net Cash Flow from Operating activities
Net cash flow from operating activities comprises cash consumed / generated from operations, increase / decrease
in working capital and increase / decrease in non-current / current liabilities.
Fiscal 2023
During the Fiscal 2023, net cash outflow from operating activities was Rs. 2,540.12 Lakhs. Profit before tax stood
at Rs. 14,687.41 Lakhs. Primary adjustments were on account of interest expense of Rs. 0.07 Lakhs, depreciation
and amortisation expenses on property, plant and equipment of Rs. 257.54 Lakhs, Gain on Sale of Property, Plant
and Equipment of Rs. 5.99 Lakhs, Remeasurement gain on defined benefit plan of Rs. 11.74 Lakhs and Gain on
Investments through OCI of Rs. 7.83 Lakhs.
Operating cash flows before working capital changes was at Rs. 14,958.61 Lakhs during the Fiscal 2023. Primary
adjustments included increase in inventories of Rs. 5,063.06 Lakhs, an decrease in trade payables of Rs. 2,760.84
Lakhs, an increase in other current assets of Rs. 2,713.81 Lakhs, an increase in other financial assets of Rs.
3,132.87 Lakhs, a increase in other current liabilities of Rs. 555.52 Lakhs, an decrease in other financial liabilities
of Rs. 337.90 Lakhs, a decrease in provisions of Rs. 2,837.62 Lakhs, a increase in trade receivables of Rs. 1,192.18
Lakhs and an income tax refunded of Rs.15.96 Lakhs. Cash outflow from operations during the Fiscal 2023 was
Rs. 2,540.12 Lakhs.

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Fiscal 2022
During the Fiscal 2022, net cash flow generated from operating activities was Rs. 2,263.71 Lakhs. Profit before
tax stood at Rs. 10,749.30 Lakhs. Primary adjustments were on account of interest expense of Rs. 2.43 Lakhs,
depreciation and amortisation expenses on property, plant and equipment of Rs. 215.12 Lakhs, Loss on Sale of
Property, Plant and Equipment of Rs. 0.15 Lakhs, Remeasurement gain on defined benefit plan of Rs. 8.72 Lakhs
and Gain on Investments through OCI of Rs. 7.03 Lakhs.
Operating cash flows before working capital changes was at Rs. 10,982.45 Lakhs during the Fiscal 2022. Primary
adjustments included increase in inventories of Rs. 1,869.92 Lakhs, an increase in trade payables of Rs. 271.08
Lakhs, an increase in other current assets of Rs. 3,238.28 Lakhs, an decrease in other financial assets of Rs. 88.55
Lakhs, a increase in other current liabilities of Rs. 1,120.47 Lakhs, an increase in other financial liabilities of Rs.
3,985.67 Lakhs, a increase in provisions of Rs. 2,640.47 Lakhs, a increase in trade receivables of Rs. 6,453.68
Lakhs and an income tax refunded of Rs.18.15 Lakhs. Cash generated from operations during the Fiscal 2022 was
Rs. 2,263.71 Lakhs.
Fiscal 2021
During the Fiscal 2021, net cash flow generated from operating activities was Rs. 3,576.82 Lakhs. Profit before
tax stood at Rs. 9,819.24 Lakhs. Primary adjustments were on account of interest expense of Rs. 44.45 Lakhs,
depreciation and amortisation expenses on property, plant and equipment of Rs. 173.50 Lakhs, Remeasurement
gain on defined benefit plan of Rs. 4.65 Lakhs and Gain on Investments through OCI of Rs. 1.00 Lakhs.
Operating cash flows before working capital changes was at Rs. 10,042.85 Lakhs during the Fiscal 2021. Primary
adjustments included decrease in inventories of Rs. 747.54 Lakhs, an increase in trade payables of Rs. 108.23
Lakhs, an decrease in other current assets of Rs. 3,486.72 Lakhs, an increase in other financial assets of Rs.
2,098.14 Lakhs, an decrease in other current liabilities of Rs. 94.62 Lakhs, an decrease in other financial liabilities
of Rs. 648.28 Lakhs, a decrease in provisions of Rs. 2,551.43 Lakhs, a increase in trade receivables of Rs. 5,392.61
Lakhs and an income tax refunded of Rs.23.44 Lakhs. Cash generated from operations during the Fiscal 2021 was
Rs. 3,576.82 Lakhs.
Investing Activities
Net cash flow from investing activities comprises proceeds from purchase and sale of fixed assets including capital
work-in-progress, sale/adjustment of property, plant and equipment, increase in intangible assets and increase in
Investment Property.
Fiscal 2023
Net cash used in investing activities stood at Rs. (1,035.67) Lakhs as at the end of Financial Year 2022-23,
primarily on account of net investment made in property, plant and equipment including capital work in progress
is Rs. 878.58 lakhs and increase in investment in property of Rs. 254.17 Lakhs, proceeds from sale of property,
plant & equipment of Rs. 91.09 Lakhs, gain on sale of fixed assets of Rs. 5.99 Lakhs and loss on Fair Valuation
of Investments long term loans and advances of Rs. 71.11 lakhs.
Fiscal 2022
Net cash used in investing activities stood at Rs. (1,477.91) Lakhs as at the end of Financial Year 2021-22,
primarily on account of net investment made in property, plant and equipment including capital work in progress
is Rs. 845.44 lakhs and increase in investment in property of Rs. 665.02 Lakhs, proceeds from sale of property,
plant & equipment of Rs. 39.41 Lakhs, gain on sale of fixed assets of Rs. 0.15 Lakhs and loss on Fair Valuation
of Investments long term loans and advances of Rs. 7.03 lakhs.
Fiscal 2021
Net cash used in investing activities stood at Rs. (847.51) Lakhs as at the end of Financial Year 2020-21, primarily
on account of net investment made in property, plant and equipment including capital work in progress is Rs.
829.16 lakhs and increase in investment in property of Rs. 17.64 Lakhs, proceeds from sale of property, plant &
equipment of Rs. 0.29 Lakhs and loss on Fair Valuation of Investments long term loans and advances of Rs. 1.00
lakhs.
Financing activities
Net cash flow from financing activities comprises impact due to business combination, proceeds / repayment of
borrowing, interest and financial charges.

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Fiscal 2023
Net cash generated from financing activities in financial year 2022-23 was Rs. 5,637.97 lakhs comprising of
increase in other long-term liabilities of Rs. 1,476.08 lakhs, proceeds from long-term borrowings of Rs. 4,168.25
lakhs and interest paid Rs. 0.07 lakhs.
Fiscal 2022
Net cash generated from financing activities in financial year 2021-22 was Rs. 276.40 lakhs comprising of increase
in other long-term liabilities of Rs. 223.82 lakhs, proceeds from long-term borrowings of Rs. 55.02 lakhs and
interest paid Rs. 2.43 lakhs.
Fiscal 2021
Net generated financing activities in financial year 2020-21 was Rs. (1,089.80) lakhs, comprising of Contribution
from Non Controlling Interests of Rs. 13.41 Lakhs, increase in other long-term liabilities of Rs. 154.03 lakhs,
repayment of Lease Liability of Rs. 49.36 lakhs, repayment of short-term borrowings of Rs. 204.56 lakhs,
repayment of long-term borrowings of Rs. 958.87 lakhs and interest paid of Rs. 44.45 lakhs.
INDEBTEDNESS
The following table sets forth certain information relating to our outstanding indebtedness as of March 31, 2023.
For further information on our indebtedness, see “Financial Information” on page 318.
Sanctioned Amount as on Outstanding amount as on
Category of borrowing
March 31, 2023 (Rs. in Lacs) March 31, 2023 (Rs. in Lacs)
Fund based limits 2,600.00 -
Overdrafts - -
Export Finance - -
Export Packing Credit* - -
Total Fund Based (A) 2600.00 -

Non-fund based limits - -

Bank Guarantee 34,650.00 25,173.00
Letter of Credit - -
Total Non-fund based limits (B) 34,650.00 25,173.00
Total (A) + (B) 37,250.00 25,173.00

Our Company has intimated our lender, to the extent required under the agreements entered into between us and
such lender, in connection with the Offer and activities in connection thereof.
(Rs. In Lakhs)
Sr. Whether Repayment O/s as on O/s as on O/s as on
Lender Name
No. Secured? Schedule 31.03.2023 31.03.2022 31.03.2021
Mr. Neeraj Repayable on
1 Unsecured 0.50 0.50 0.50
Srivastava demand
Mr. Ashish Repayable on
2 Unsecured 1.78 1.78 1.78
Tomar demand
Mr. Ramveer Repayable on
3 Unsecured 37.28 62.08 62.08
Singh demand
CAPITAL EXPENDITURES
Our capital expenditure towards additions to fixed assets (property, plant and equipment’s and intangible assets)
and capital work-in-progress for the financial years ended March 31, 2023, March 31, 2022 and March 31, 2021
were Rs. 970.55 lakhs, Rs. 1,470.90 lakhs and Rs. 846.51 lakhs, respectively.
The following table sets forth our gross block of fixed assets for the periods indicated:
(Rs. In Lakhs)
Year ended Year ended Year ended
Particulars
March 31, 2023 March 31, 2022 March 31, 2021
Plant, Property and Equipment including 1,061.64 1,510.46 846.80
Investment in Property
Less: Sale of Plant, Property and Equipment 91.09 39.56 0.29

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 Net 970.55 1,470.90 846.51
CONTINGENT LIABILITIES AND COMMITMENTS
(Rs. In Lakhs)
Year ended Year ended Year ended
Particulars
March 31, 2023 March 31, 2022 March 31, 2021
Bank Guarantee issued 25,173.63 18,765.89 13,917.58
Total 25,173.63 18,765.89 13,917.58

OFF-BALANCE SHEET ARRANGEMENTS

We do not have any off-balance sheet arrangements, derivative instruments or other relationships with other
entities that would have been established for the purpose of facilitating off-balance sheet arrangements.

RELATED PARTY TRANSACTIONS

We enter into various transactions with related parties in the ordinary course of business. These transactions
principally include purchase of materials and equipment from entities where any of our KMPs or their relatives
have control or significant influence and sale of services to our group Companies/joint ventures, interest expense
paid and unsecured loan taken/repaid from related parties and entities where any of our KMPs or their relatives
have control or significant influence, remuneration paid to KMPs and relatives, investment in our subsidiary,
expenses incurred on behalf of joint ventures.

For further details, see “Restated Consolidated Financial Statements – Note 45 – Related Party Transactions” on
page 361.

AUDITOR’S OBSERVATIONS

There are no audit qualifications which have not been given effect in the restated consolidated financial statements.

KEY RATIOS
For details in respect of key ratios, see “Financial Statements” on page 318.

SIGNIFICANT DEPENDENCE ON SINGLE OR FEW CUSTOMERS

Our business is substantially dependent on WWTPs and WSSPs in India awarded by government authorities and
other entities funded by the World Bank through central and/ or state governments. We derive almost all of our
revenue from contracts awarded by government entities. Our business could be materially and adversely affected
if there are adverse changes in the policies and delays in awarding contracts by these authorities, among other
risks.

We bid for WWTPs and WSSPs funded by the World Bank through Central and State Governments and derive
our revenues from the contracts awarded to us. Any reduction in budgetary allocation to this sector may affect the
number of projects that the government authorities/bodies may plan to develop in a particular period. Our business
is directly and significantly dependent on projects awarded by them.

EXTENT TO WHICH MATERIAL INCREASES IN NET SALES OR REVENUE ARE DUE TO

INCREASEDSALES VOLUME, INTRODUCTION OF NEW PRODUCTS OR SERVICES OR
INCREASED SALES PRICES

Our business has been affected and we expect that it will continue to be affected by the trends identified above in
“Significant Factors Affecting Our Results of Operations and Financial Condition” and the uncertainties described
in the section “Risk Factors” on pages 407 and 32, respectively. Changes in revenue in the last three Fiscals are
as described in “– Results of Operations Information for the Fiscal 2023 compared with Fiscal 2022, Fiscal 2022
compared with Fiscal 2021” and “– Results of Operations Information for the Fiscal 2021 compared with Fiscal
2020” mentioned above.

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COMPETITIVE CONDITIONS

We expect competition in our industry from existing and potential competitors to intensify. For further details on
competitive conditions that we face across our various business segments see “Our Business”, “Industry
Overview” and “Risk Factors” beginning on pages 213, 144 and 32, respectively.

NEW PRODUCT OR BUSINESS SEGMENTS

As on the date of the Red Herring Prospectus, there are no new products or business segments that have or are
expected to have a material impact on our business prospects, results of operations or financial condition.

FUTURE RELATIONSHIP BETWEEN COSTS AND INCOME

Other than as described in “Risk Factors”, “Our Business” and “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” beginning on pages 32, 213 and 406, respectively, to our
knowledge there are no known factors that might affect the future relationship between costs and revenue.

KNOWN TRENDS OR UNCERTAINTIES

Our business has been subject, and we expect it to continue to be subject, to significant economic changes arising
from the trends identified above in “Management’s Discussion and Analysis of Financial Condition and Results
of Operations – Significant Factors Affecting our Results of Operations” and the uncertainties described in “Risk
Factors” beginning on pages on 411 and 32, respectively. To our knowledge, except as discussed in this Red
Herring Prospectus, there are no known trends or uncertainties that have or had or are expected to have a material
adverse impact on sales, revenue or income of our Company from continuing operations.

SIGNIFICANT ECONOMIC CHANGES THAT MATERIALLY AFFECT OR ARE LIKELY TO

AFFECTINCOME FROM CONTINUING OPERATIONS

Our business has been subject, and we expect it to continue to be subject, to significant economic changes that
materially affect or are likely to affect income from continuing operations identified above in “Management’s
Discussion and Analysis of Financial Condition and Results of Operations – Significant Factors Affecting our
Results of Operations” and the uncertainties described in “Risk Factors” beginning on pages 411 and 32
respectively.

CHANGES IN THE ACCOUNTING POLICIES, IF ANY, IN THE FISCALS 2023, 2022 AND 2021 AND
THEIR EFFECT ON OUR PROFITS AND RESERVES

There have been no changes in our accounting policies in the last three Fiscals years except we have adopted IND
AS with effect from FY 2022-23.

UNUSUAL OR INFREQUENT EVENTS OR TRANSACTIONS

Except as described in this Red Herring Prospectus, to our knowledge, there have been no unusual or infrequent
events or transactions that have in the past or may in the future affect our business operations or future financial
performance.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKs

Financial Risk Management:

In the course of business, amongst others, the Company is exposed to several financial risks such as Credit Risk,
Liquidity Risk, Interest Rate Risk, Exchange Risk and Commodity Price Risk. These risks may be caused by the
internal and external factors resulting into impairment of the assets of the Company causing adverse influence on
the achievement of Company’s strategies, operational and financial objectives, earning capacity and financial
position.

The Company has formulated an appropriate policy and established a risk management framework which
encompass the following process. • identify the major financial risks which may cause financial losses to the
company • assess the probability of occurrence and severity of financial losses • mitigate and control them by

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formulation of appropriate policies, strategies, structures, systems and procedures • Monitor and review
periodically the adherence, adequacy and efficacy of the financial risk management system.

Foreign Currency Risk

The Company does not have any foreign currency exposure, accordingly, no foreign currency risk exists.

Interest Rate Risk

Generally, market linked financial instruments are subject to interest rate risk. The company does not have any
market linked financial instruments both on the asset side as well liability side. Hence there no interest rate risk
linked to market rates.

However, the interest rate in respect of major portion of borrowings by the Company from the banks and others
are linked with the REPO/T-Bill specified by RBI. Any fluctuation in the same either on higher side or lower side
will result into financial loss or gain to the company. And while bidding the Projects the Finance Cost is kept in
mind.

Liquidity Risk:
Liquidity Risk arises when the company is unable to meet its short-term financial obligations as and when they
fall due. Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated
with its financial liabilities that are settled by delivering cash or another financial assets. The Company’s approach
to manage liquidity is to have sufficient liquidity to meet its liabilities when they are due, under both normal and
stressed circumstances, without incurring unacceptable losses or risking damage to the Company’s reputation.
Management manages the liquidity risk by monitoring cash flow forecasts on a periodic basis and maturity profiles
of financial assets and liabilities. This monitoring considers the accessibility of cash and cash equivalents and
additional undrawn financing facilities. Currently we do not have liquidity risk, we have maintained the sufficient
liquidity to grab the opportunities arise in the future.

Liabilities Details:
(Rs. In Lakhs)
Year ended Year ended Year ended
Particulars March 31, March 31, March 31,
2023 2022 2021
Current Liabilities including provisions 7,948.79 10,855.33 6,608.65
Non-Current Liabilities including provisions 6,929.03 1,287.75 1,015.03
Total (A) 14,877.82 12,143.08 7,623.68
Cash & Cash equivalent 8,167.47 6,105.29 5,043.09
Bank Balances other than Cash and Cash Equivalents 3,954.68 2,887.06 1,708.42
Total (B) 12,122.15 8,99.35 6,751.51

Credit Risk
Credit Risk refers to the risks that arise on default by the counterparty on its contractual obligation resulting into
financial loss to the company. The company may carry this Risk on Trade and other receivables, liquid assets and
some of the non-current financial assets. In case of Trade receivables, the company's Cliental are majorly
Government departments like U.P Jal Nigam, Uttarakhand Peyjal Nigam, Uttarakhand Urban Sector Development
Agency (UUSDA), State Infrastructure and Industrial Development Corporation of Uttarakhand Limited
(SIIDCUL), Pashchimanchal Vidyut Vitaran Nigam Limited (PVVNL), Ghaziabad Development Authority, Agra
Development Authority, Rajasthan Urban Infrastructure Development Program, Hindustan Steelworks
Construction Limited and Indian Railway Construction Limited etc. All these Authorities are highly rated. And
the Payment is made as per the Tender terms.

Almost all the projects are world bank funded through state government wherein the funds are already allocated,
hence the Debtors realization is on time. Further, in this segment of business the Authority retain certain portion
of the bills which is realized at the completion of Projects which is again as per the Contract signed between the
Company and the Authority hence fully secured. Hence, based on management estimates, the company has not

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made any provision on expected credit loss on trade receivables and other financial assets. Moreover, the
Company take-up projects for different authorities at different states, wherein the fund allocation is also different,
this also mitigates the risk of concentration of Clients. The Company prior to bid any projects do a thorough
survey on fund availability, the creditability of the Authority, funding support, etc. The credit risk on cash & cash
equivalent, investment in fixed deposits, liquid funds and deposits are insignificant as counterparties are banks.

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 SECTION VI: LEGAL AND OTHER INFORMATION
OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS

Except as stated in this section, there are no outstanding (i) criminal proceedings; (ii) actions taken by statutory
and regulatory authorities; (iii) tax proceedings - claims related to direct and indirect taxes in a consolidated
manner; and (iv) material civil litigation or arbitration proceeding which are determined to be ‘material’ as per
a policy adopted by our Board (“Materiality Policy”), in each case involving our Company, Subsidiary,
Promoters or Directors (collectively, the “Relevant Parties”). Further, there are no disciplinary actions including
penalty imposed by the SEBI or stock exchanges against our Promoters in the last five Financial Years including
any outstanding action.

In terms of the Materiality Policy, any pending/outstanding litigation involving the Relevant Parties which
exceeds the amount which is 5% of the profit after tax, as per the Restated Consolidated Financial Statements for
the Financial Year 2022-2023 would be considered material for our Company. For the Financial Year 2022-
2023, our profit after tax as per the Restated Consolidated Financial Statements is Rs. 10,881.63 lakhs.
Accordingly, the following types of litigations involving the Relevant Parties have been considered as ‘material’,
and accordingly disclosed in this Red Herring Prospectus, as applicable:

a) pending civil litigations involving the Relevant Parties which involve an amount of or equal to more than
the monetary amount of Rs.5,00.00 lakhs; or
b) other than the litigations covered in (a) above, pending litigations where the decision in one litigation is
likely to affect the decision in similar litigations, even though the amount involved in an individual litigation
may not exceed Rs.5,00.00 lakhs; or
c) where the monetary liability in the pending civil litigations is not quantifiable or doesn’t meet the monetary
threshold as provided in (a) above, but where an adverse outcome would materially and adversely affect the
business, operations or financial position or reputation of our Company.

It is clarified that for the purposes of the above, pre-litigation notices received/ sent by the Relevant Parties from
third parties (excluding those notices issued by statutory/regulatory/tax authorities or notices threatening
criminal action) shall, unless otherwise decided by our Board, have not and shall not, be considered as material
litigation until such time that the Relevant Parties, as the case may be, are impleaded as a party in proceedings
before any judicial /arbitral forum.

Except as stated in this section, there are no outstanding material dues to creditors of our Company. In
accordance with the Materiality Policy, outstanding dues to any creditor of our Company having monetary value
exceeding Rs. 250.00 lakhs, which is approx. 5% of the total outstanding dues (trade payables) as per the latest
fiscal in the Restated Consolidated Financial Statements included in this Red Herring Prospectus, shall be
considered as ‘material’. Accordingly, as on March 31, 2023, any outstanding dues exceeding Rs. 250.00 lakhs
have been considered as ‘material outstanding dues’ for the purpose of disclosure in this section. Further, for
outstanding dues to any party which is a micro, small or medium enterprise (“MSME”), the disclosure will be
based on information available with our Company regarding status of the creditor as defined under Section 2 of
the Micro, Small and Medium Enterprises Development Act, 2006, as amended.

All terms defined in a particular litigation disclosure pertain to that litigation only. Unless stated to the contrary,
the information provided below is as of the date of this Red Herring Prospectus.

I. LITIGATIONS INVOLVING OUR COMPANY

A. Outstanding criminal litigations involving our Company

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 Criminal litigation against our Company

1. Criminal Case No. 3902 of 2019 pending before the Court of Judicial Magistrate 1st Class, Patna City
Agamkuan P.S. Case No. 639/2019 dated 11.07.2019 under Section 283/431/427/385 of Indian Penal Code.

While executing the contract of laying sewerage line on Bhoothnath Main Road, Patna an area of road was cut.
However, the Road Construction Department due to non-communication of fact lodged an F.I.R. against the
Contractor, M/s. EMS Infracon Private Limited (now EMS Limited). The police never visited the site nor
contacted the Site Engineer or any person of the company. Subsequently, when the employer learnt about this
case it took up the matter with the Road Construction Department to withdraw the case. However, meanwhile the
police completed the formality of submission of charge-sheet for offences under Section 283, 431 and 427 of the
Indian Penal Code pursuant to which vide order dated 29.01.2020 the Court of Additional Chief Judicial
Magistrate, Patna City took cognizance of the offences and ordered for issuance of Summons.

The Hon’ble High Court of Judicature at Patna has vided its order dated June 21, 2023 in the Criminal
Miscellaneous No. 34880 of 2023 stayed the operation of order dated 29.01.2020 passed in Agamkuan P.S. Case
No. 639/2019 and has ordered that no coercive steps shall be taken against the petitioner till further orders.
Presently the matter is pending and the next date of listing in the Criminal Miscellaneous Case is January 04,
2024.

2. Warrant or Summons Criminal Case No. 466320/2022 pending before the Chief Judicial Magistrate,
Gautam Buddha Nagar, Uttar Pradesh under section 183(1)(i) of the Motor Vehicles Act, 1988.

A warrant or summons Criminal case No. 466320/2022 is pending against EMS Infracon Private Limited (now
EMS Limited) under section 183(1)(i) of the Motor Vehicles Act, 1988 for Virtual Court Traffic Challan. The
case was listed on May 20, 2023 and the case now stands posted to August 26, 2023. Presently the matter is
pending.

3. Warrant or Summons Criminal Case No. 317924/2022 pending before the Chief Judicial Magistrate,
Gautam Buddha Nagar, Uttar Pradesh under section 194D of the Motor Vehicles Act, 1988.

A warrant or summons Criminal case No. 317924/2022 is pending against EMS Infracon Private Limited (now
EMS Limited) under section 194D of the Motor Vehicles Act, 1988 for Virtual Court Traffic Challan. The case
was listed on June 17, 2023 and the case now stands posted to August 19, 2023. Presently the matter is pending.

Criminal litigations initiated by our Company

As on the date of this Red Herring Prospectus, there are no outstanding Criminal Litigations initiated by our
Company.

B. Civil litigations involving our Company

Civil litigations against our Company

1. L.P.A. No.593 of 2021, M/s Toshiba Water Solutions Pvt. Ltd. v. The State of Bihar & Ors., filed against
the judgment dated 19.07.2021 in CWJC No.9597 of 2021; M/s EMS Infracon Pvt. Ltd. (now EMS Limited)
has been arrayed as Respondent No.12 in the Letters Patent Appeal (L.P.A), pending before the High Court
of Judicature at Patna

A writ Petition had been filed by M/s EMS Infracon Pvt. Ltd. (now EMS Limited) for quashing of the Order of
Blacklisting dated 04.03.2021 in Munger STP and Sewerage Project Network Tender apart from other prayers.
The writ petition was allowed by the Hon’ble Single Judge and thereafter, another bidder namely, M/s Toshiba

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 Water Solutions Pvt. Ltd. has filed the present LPA against the Order. No substantial order has been passed. The
last date of listing of the case was on 12.10.2022. Presently, the matter is pending and the next date of hearing is
yet to be updated on the court website.

2. CWJC No. 18045 of 2021, M/s Toshiba Water Solutions Pvt. Ltd. v. The State of Bihar & Ors; M/s EMS
Infracon Pvt. Ltd. (now EMS Limited) has been arrayed as Respondent No.12 in the Civil Writ pending
before the High Court of Judicature at Patna.

This writ petition has been filed for quashing the meeting of the technical tender committee dated 22.07.2021 by
which M/s EMS Infracon Pvt. Ltd. (now EMS Limited) has been held to be technically qualified in relation to
Munger STP and Sewerage Network Tender in NIT bearing No. BUIDCo/Yo-1234/2019-54 dated 05.08.2019
and for quashing the subsequent decision by which the financial bid of the M/s EMS Infracon Private Limited
(now EMS Limited) has been considered declared as the lowest tenderer and to declare that M/s EMS Infracon
Private Limited (now EMS Limited) is disqualified to participate in the tender. Currently, the matter is pending
and tagged with LPA No. 616 of 2021 and the last date of order was on 21.04.2022. Presently, the matter is
pending and the next date of hearing is yet to be updated on the court website.

3. We have been black-listed in past. We have been black listed in past by the two government bodies & the
same black-listing has been lifted with the retrospective effect.

a. Reason for blacklisting: Inadequacy of the safety equipment’s/measure provided to the labours pointing
towards inferior workmanship and leading to death of five labourers.

Brief details: U. P. Jal Nigam passed an order dated December 16, 2019 blacklisting the Petitioner for one
year but before doing so, he called for the comments/reports of the chief engineers, Ghaziabad
Region/Division, U.P. Jal Nigam in the light of the replies submitted by the Petitioner, who submitted his
report/comments vide its letter dated November 22, 2019 wherein he reiterated the inadequacy of the safety
equipment’s/measure provided to the labours pointing towards inferior workmanship and leading to death
of five labourers.

The Writ Petition was filed by our Company (“Petitioner”) for quashing the order dated 22.8.2019 passed
by the Principal Secretary Urban Development Department, Lucknow and Ors. (“Respondents”) for
blacklisting the Company and praying for relief in the form of a mandamus commanding the Respondents
not to treat the Petitioner as disqualified on account of the order dated 22.8.2019 and to permit the Petitioner
to participate in the Tender issued by U.P. Jal Nigam for execution of designing and building a sewage
treatment plant and a new sewage network at Jaunpur. The order of blacklisting has been withdrawn on
20.9.2019. However, the Writ Petition is currently pending.

Although, we have executed the project successfully in timely manner.

Project details:-

Tenure
Sr. Size of Date of Date of
Name of the Project of the State
No. Projects Start Completion
Project
Ghaziabad Sewerage
Ghaziabad
Project Package -1
1 88.75 Crore 17.11.2018 28.02.2023 4 Year Uttar
under AMRIT Program
Pradesh
at Ghaziabad area

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 b. Reason for blacklisting: Falsely and fraudulently mentioned certain wrong facts in Forms 2 and 3B of the
Standard/ Model Bid Documents (SBD), submitted in response to an invitation for bid for the work in
question.

Brief details: The order of blacklisting has been passed on the allegation that the petitioner has falsely and
fraudulently mentioned certain wrong facts in Forms 2 and 3B of the Standard/ Model Bid Documents (SBD),
submitted in response to an invitation for bid for the work in question.

A Black listing order dated March 04, 2021 was passed by Bihar Urban Infrastructure Development
Corporation Ltd., (BUIDCo) against the Company. The order of blacklisting has been passed on the
allegation that the petitioner has falsely and fraudulently mentioned certain wrong facts in Forms 2 and 3B
of the Standard/ Model Bid Documents (SBD), submitted in response to an invitation for bid for the work in
question. It is the Company’s contention that the BUIDCo does not have any jurisdiction to take any final
decision on the consequence of any purported incorrect or misleading facts in the tender documents, which
is purely within the domain of the World Bank and, therefore, the BUIDCo irresponsibly invoked the
provisions of the Rules for the purpose of blacklisting of the contractor, as tender in question is mandatorily
governed and funded by the World Bank.

The Court is of the considered opinion that the respondent BUIDCo has acted irresponsibly in passing the
impugned order in casual and cavalier manner, which has serious adverse consequence not only in respect
of the petitioner’s eligibility to participate in the bid with others in Government contracts, but has also
adversely affected the progress of the project in question.

Extracts from Court order dated July 19, 2021:

“The impugned order of black-listing dated 04.03.2021 is hereby set aside for the reasons noted above. It is
clarified that the Court is interfering with the impugned order mainly for four reasons. Firstly, it does not
duly consider the explanation submitted by the petitioner in response to the show cause notice. Secondly, it
has referred to a new fact in relation to Form-3A, which was not part of the show cause notice though there
is reference to this information form in the petitioner’s reply to the show cause notice. Thirdly, it has
completely ignored the observations made by this Court in the order dated 04.02.2021 passed in C.W.J.C.
No. 8929 of 2020. Fourthly and the most importantly, the Chief Engineer had an obligation to record a
finding on the applicability of Bihar Contractor Registration Rules, which is in the nature of executive
instructions for taking action in relation to the bid process in question where tender documents are based
on model tender document set by NMCG in funding arrangement of the World Bank, a plea which was
specifically taken in the reply to the show cause notice. This aspect goes to the root of the matter, which has
been completely ignored.”

Civil litigations initiated by our Company

As on the date of this Red Herring Prospectus, there are no outstanding Civil Litigations initiated by our Company
except as stated below:

1. Civil Writ Petition No. 27483 of 2019 filed by the Company i.e. EMS Limited (erstwhile EMS Infracon
Private Limited) [“Petitioner”] before the Hon’ble High Court of Judicature at Allahabad- Lucknow Bench
against the Principal Secretary Urban Development Department, Lucknow and Ors. (“Respondents”).

The Writ Petition was filed by the Petitioner for quashing the order dated 22.8.2019 passed by the Respondent for
blacklisting the Petitioner and praying for relief in the form of a mandamus commanding the Respondents not to
treat the Petitioner as disqualified on account of the order dated 22.8.2019 and to permit the Petitioner to
participate in the Tender issued by U.P. Jal Nigam for execution of designing and building a sewage treatment
plant and a new sewage network at Jaunpur. The order of blacklisting has been withdrawn on 20.9.2019. However,

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 the Writ Petition is currently pending.

2. Civil Writ Petition No. 30669 of 2022 filed by the Company i.e. EMS Limited (erstwhile EMS Infracon
Private Limited) [“Petitioner”] before the Hon’ble High Court of Judicature at Allahabad against Uttar
Pradesh Jal Nigam and another (“Respondent”)

The Petitioner in JV with M/s Toshiba Water Solution Private Limited entered into an agreement with the
Respondent on 16.08.2016. Pursuant to the arbitration proceedings between the Petitioner and the Respondent
before the Ld. Sole Arbitrator Sh. Dinesh Kumar, an award was made in favour of the Petitioner for the
outstanding/pending dues towards work done, price adjustment, non- payment of GST amount and interest on
delayed payment vide an Award dated 21.11.2021. Thereafter, the Petitioner filed the Writ Petition before the
Hon’ble High Court of Judicature at Allahabad praying for issuance of Writ/Order in the nature of Mandamus or
any other appropriate Writ/Order(s) seeking direction to the Respondent for release of an amount of
Rs.33,94,52,996/- awarded in favour of the Petitioner by the decision/Award dated 21.11.2021 passed by the Ld.
Sole Adjudicator Sh. Dinesh Kumar. The contract is silent on the procedure of getting the decision/award executed
and the said decision/Award has neither been challenged by the Respondent nor has it been complied by them,
resulting in the filing of the writ petition against the Respondent. Pleadings are completed in the case. The listing
of the matter was on the dates of June 02, 2023 and on August 4, 2023 and the next date of hearing is yet to be
updated on the court website.

3. Our Company has filed an Arbitration Petition (ARB/EMS-UPJN/2021) (the “Petition’) before the Hon’ble
Arbitral Tribunal comprising of Sh. Rajesh Mittal, Ld. Presiding Arbitrator, Mr. G. C. Dubey, Ld. Co-Arbitrator
& Mr. R.K. Mittal, Ld. Co-Arbitrator under the Arbitration and Conciliation Act, 1996 against Uttar Pradesh Jal
Nigam (the “Respondent”). The Petition was filed by our Company for the release of outstanding dues towards
various claims related to Goods and Service Tax (GST) refunds and reimbursements, payment towards additional
work done and price variation amounting to approximately Rupees 70-80 crores, in respect of Bulandshahr Project
undertaken by the Company. Presently, the arguments are complete and the award is awaited in the matter.

4. Our Company has filed an Arbitration Petition (the “Petition”) before the Hon’ble Arbitral Tribunal comprising
of Ld. Sole Arbitrator, Hon’ble Ms. Justice (Retd.) Raj Rahul Garg, Former Judge of Hon’ble Punjab and Haryana
High Court under the Arbitration and Conciliation Act, 1996 against Uttar Pradesh Jal Nigam (the “Respondent”).
The Petition was filed by our Company for the release of outstanding payments of the running bills as well as the
bills raised for additional work done by the Company amounting to approximately Rupees 17.05 crores with
interest, in respect of Prayagraj District B Project undertaken by the Company. Presently, the matter is listed for
pronouncement of order on Section 16 application filed by the Respondent before the Ld. Sole Arbitrator, under
the Arbitration and Conciliation Act, 1996. The next date of hearing in the matter is April 08, 2023.

The Respondent Department had earlier filed an application under Section 16 of the Arbitration & Conciliation
Act, 1996 challenging the jurisdiction of the Arbitral Tribunal. The said application of the Respondent was
dismissed vide order dated 08.04.2023. The order dated 08.04.2023 has again been challenged by the Department
vide a recalling application. The arguments on the application for recalling of order dated 08.04.2023 has been
heard by the Arbitral Tribunal and reserved for pronouncement of orders. The last date of hearing in the arbitration
matter was June 27, 2023. Presently the matter is pending and the next date of hearing is awaited.

5. L.P.A. No. 616 of 2021, M/s EMS Infracon Pvt. Ltd. (now EMS Limited) v. The State of Bihar & Ors, filed
by M/s EMS Infracon Pvt. Ltd. (now EMS Limited) against the judgment dated 07.09.2021 in CWJC
No.8786 of 2020 pending before the High Court of Judicature at Patna

Originally a writ petition had been filed by M/s EMS Infracon Pvt. Ltd. (now EMS Limited) for quashing the
tender cancellation notice dated 20.08.2020 by BUIDCo bearing NIT No. BUIDCo/YO-871/2017(Part-3)-61
dated 22.08.2019 for Hajipur Sewerage Treatment Plant (STP) and Sewerage Network. The Writ Petition was
dismissed by the Hon’ble Single Judge. Thereafter, the present LPA has been filed. Presently, the matter is pending
before the Patna High Court and the next date of hearing is yet to be updated on the court website.

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C. Outstanding actions by Statutory or Regulatory Authorities against our Company

As on the date of this Red Herring Prospectus, there are no outstanding actions initiated by Statutory or Regulatory
Authorities against our Company.

II. LITIGATIONS INVOLVING OUR SUBSIDIARIES

A. Outstanding criminal litigations involving our Subsidiaries

Criminal litigation against our Subsidiaries

As on the date of this Red Herring Prospectus, there are no outstanding Criminal Litigations initiated against our
Subsidiaries.

Criminal litigations initiated by our Subsidiaries

As on the date of this Red Herring Prospectus, there are no outstanding Criminal Litigations initiated by our
Subsidiaries.

B. Civil litigations involving our Subsidiaries

Civil litigations against our Subsidiaries

As on the date of this Red Herring Prospectus, there are no outstanding Civil Litigations initiated against our
Subsidiaries.

Civil litigations initiated by our Subsidiaries

As on the date of this Red Herring Prospectus, there are no outstanding Civil Litigations initiated by our
Subsidiaries.

C. Outstanding actions by Statutory or Regulatory Authorities against our Subsidiaries

As on the date of this Red Herring Prospectus, there are no outstanding actions initiated by Statutory or Regulatory
Authorities against our Subsidiaries.

III. LITIGATION INVOLVING OUR GROUP COMPANIES

A. Outstanding criminal litigations involving our Group Companies

Criminal litigation against our Group Companies

As on the date of this Red Herring Prospectus, there are no outstanding Criminal Litigations filed against our
Group Companies.

Criminal Litigation by our Group Companies

As on the date of this Red Herring Prospectus, there are no outstanding Criminal Litigations filed by our Group
Companies.

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B. Civil litigations involving our Group Companies

Civil litigations against our Group Companies

As on the date of this Red Herring Prospectus, there are no outstanding Civil Litigations filed against our Group
Companies.

Civil litigations initiated by our Group Companies

As on the date of this Red Herring Prospectus, there are no outstanding Civil Litigations initiated by our Group
Companies.

C. Outstanding actions by Statutory or Regulatory Authorities against our Group Companies

As on the date of this Red Herring Prospectus, there are no outstanding actions initiated by Statutory or Regulatory
Authorities against our Group Companies.

IV. LITIGATIONS INVOLVING OUR PROMOTERS

A. Outstanding criminal litigations involving our Promoters

Criminal litigation against our Promoters

As on the date of this Red Herring Prospectus, there are no outstanding criminal litigations initiated against our
Promoters except as below:

1. Sessions Case No. 572 of 2021 before the Hon’ble Spl. Judge SC/ST Act, Ghaziabad in FIR No. 1300 of
2019, registered by Police Station, Sihani Gate

The State of Uttar Pradesh (“Complainant”) has filed a criminal case against our Promoter Mr. Ramveer Singh
and another (“the Accused”) before the Hon’ble Spl. Judge SC/ST Act under Sections 304 of the Indian Penal
Code and Sections 3(2) 5 of the Scheduled Castes and the Scheduled Tribes (Prevention of Atrocities) Act. The
Complainant has alleged that the Accused was responsible for the death of five construction workers who were
conducting Sewer House Connection Work at Sadiq Nagar, near Sihani, Ghaziabad. The Accused was granted
anticipatory bail by the Hon’ble High Court of Judicature at Allahabad on 31.10.2019. The Accused has also
challenged the charge sheet filed by police by filing discharge application before the court of the Hon’ble Special
Judge SC/ST Act, Ghaziabad. The last date of hearing was July 19, 2023. Presently, the matter is pending and the
next date of hearing in the case is August 17, 2023.

Criminal litigations initiated by our Promoters

As on the date of this Red Herring Prospectus, there are no outstanding criminal litigations initiated by our
Promoters.

B. Outstanding civil litigations involving our Promoters

Civil litigations against our Promoters

As on the date of this Red Herring Prospectus, there are no outstanding Civil Litigations initiated against our
Promoters.

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Civil litigations initiated by our Promotor

As on the date of this Red Herring Prospectus, there are no outstanding Civil Litigations initiated by our
Promoters.

C. Outstanding actions by Statutory or Regulatory authorities against our Promoters

As on the date of this Red Herring Prospectus, there are no outstanding actions initiated by Statutory or Regulatory
authorities against our Promoters.

V. LITIGATIONS INVOLVING OUR DIRECTORS

A. Criminal litigations involving our Directors

Criminal litigations against our Directors

As on the date of this Red Herring Prospectus there are no outstanding criminal litigations against our Directors
except as below:

1. Sessions Case No. 572 of 2021 before the Hon’ble Spl. Judge SC/ST Act, Ghaziabad in FIR No. 1300 of
2019, registered by Police Station, Sihani Gate

The State of Uttar Pradesh (“Complainant”) has filed a criminal case against our Promoter Mr. Ramveer Singh
and another (“the Accused”) before the Hon’ble Spl. Judge SC/ST Act under Sections 304 of the Indian Penal
Code and Sections 3(2) 5 of the Scheduled Castes and the Scheduled Tribes (Prevention of Atrocities) Act. The
Complainant has alleged that the Accused was responsible for the death of five construction workers who were
conducting Sewer House Connection Work at Sadiq Nagar, near Sihani, Ghaziabad. The Accused was granted
anticipatory bail by the Hon’ble High Court of Judicature at Allahabad on 31.10.2019. The Accused has also
challenged the charge sheet filed by police by filing discharge application before the court of the Hon’ble Special
Judge SC/ST Act, Ghaziabad. The last date of hearing was July 19, 2023. Presently, the matter is pending and the
next date of hearing in the case is August 17, 2023.

Criminal litigations initiated by our Directors

The State of Uttar Pradesh (“Complainant”) has filed a criminal case against our Promoter Mr. Ramveer Singh
and another (“the Accused”) before the Hon’ble Spl. Judge SC/ST Act under Sections 304 of the Indian Penal
Code and Sections 3(2) 5 of the Scheduled Castes and the Scheduled Tribes (Prevention of Atrocities) Act. The
Complainant has alleged that the Accused was responsible for the death of five construction workers who were
conducting Sewer House Connection Work at Sadiq Nagar, near Sihani, Ghaziabad. The Accused was granted
anticipatory bail by the Hon’ble High Court of Judicature at Allahabad on 31.10.2019. The Accused has also
challenged the charge sheet filed by police by filing discharge application before the court of the Hon’ble Special
Judge SC/ST Act, Ghaziabad. The last date of hearing was July 19, 2023. Presently, the matter is pending and the
next date of hearing in the case is August 17, 2023.

B. Civil litigations involving our Directors.

Civil litigations against our Directors

As on the date of this Red Herring Prospectus, there are no outstanding civil litigations initiated against our
Directors.

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 Civil litigations initiated by our Directors

As on the date of this Red Herring Prospectus, there are no outstanding civil litigations initiated by our Directors
except as below:

1. Mr. Neeraj Srivastava, Director of our Company (“Petitioner”) has filed a petition against Legal Tech Media Pvt
Ltd and Others (“the Respondent”) before the Hon’ble National Company Law Tribunal, Allahabad Bench under
Section 241 of the Companies Act, 2013 for seeking relief from the Hon’ble Tribunal for oppression and
misappropriation of funds and dilution of shares from the company by the Respondent as the Co-founder/ Director
of the company. The Petitioner and Respondent Manoj Rastogi, Director of Legaltech Media Pvt. Ltd entered into
an agreement to incorporate M/s Legaltech Media Pvt. Ltd. The Petitioner invested Rs. 2.5Crores for 54% equity
in the company, with an initial amount of Rs. 2,00,000/- for incorporation expenses, which was supposed to be
reversed after Rs. 25,00,000/- were paid further against which 5% equity was promised. However, the initial
amount was not reversed, and no equity was transferred. The Petitioner funded Rs. 1,75,00,000/- against which
35% equity should have been transferred on a pro-rata basis, but the Respondent breached the contract by not
transferring the equity. Due to the Respondent's breach of the agreement, the Petitioner stopped funding the
company. Despite repeated reminders, the Respondent did not share the expense sheet, and the Petitioner's money
was not being properly utilized. The Respondent did not issue the 5% share as per Clause no. 6 and also pro-rata
basis share as per investment. The Respondent did not reach any milestone as promised and took more funds than
projected. Moreover, the Respondent concluded with a new investor without taking the Petitioner into confidence.
The Respondent now contends to have an investment offer at a higher valuation than the initial investment, and
is making excuses to dilute the equity of the Petitioner accordingly and not allocate the shares as per the investment
on valuation of Rs. 30 Cr. Furthermore, the Respondent stated that if the Petitioner does not infuse more funds,
the entire amount paid till date would be treated as a loan to M/s Legal tech Media Pvt. Ltd., and no equity would
be allotted. The Respondent's actions were harmful/oppressive to the Company and other members, and the
Petitioner has filed a Company Petition under Section 241 of the Companies Act, 2013 seeking relief from the
Hon’ble Tribunal for oppression and misappropriation of funds by the Respondent as the Co-Founder/Director of
the company. Presently, the matter is pending and the next date of listing in the case is August 23, 2023.

2. Mr. Neeraj Srivastava, Director of the Company (“Petitioner”) has filed a petition against Mr. Manoj Rastogi and
Others (“the Respondent”) before the Hon’ble National Company Law Tribunal, Allahabad under Section 241
of the Companies Act, 2013 towards seeking relief from the Hon’ble Tribunal for relief for the oppression and
misappropriation of funds and dilution of shares from the Petitioner by the Respondent by intentionally not
transferring the shares in favour of the Petitioner despite taking the investment and fraudulently selling the shares
of the Petitioner to other investors without any consent or knowledge of the Petitioner at a higher valuation.
Presently, the matter is pending.

3. Mr. Neeraj Srivastava, Director of the Company has filed an arbitration petition No. 682 of 2023 before the
Hon’ble High Court of Delhi for the appointment of an arbitrator u/s 11 of the Arbitration and Conciliation Act,
1996 with regard to the MOU dated 27.01.2022 entered between Mr. Neeraj Srivastava and the Respondent Manoj
Rastogi pursuant to which disputes have arisen between the parties on the infusion of capital and for the breach
of terms of the MOU. The Petitioner Neeraj Srivastava and Respondent Manoj Rastogi formed a LLP namely,
M/s Agro Next Ventures LLP which was formed pursuant to the Partnership Agreement dated 18.11.2021, to
undertake Agricultural activities, including mushroom plantation project and is registered with ROC` Delhi. The
case was last listed on 13.07.2023, and the Hon'ble Court directed to issue a notice to the Respondent, Mr. Manoj
Rastogi. Presently, the case is pending and the Next Date of Hearing is scheduled for August 28, 2023.

C. Outstanding actions by Statutory or Regulatory Authorities against our Directors

As on the date of this Red Herring Prospectus there are no outstanding actions initiated by the Statutory or
Regulatory Authorities against our Directors.

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Tax proceedings

Particulars Number of cases Amount involved* (Rs. In Lakhs)

Our Company
Direct Tax 2 154.45
Indirect Tax 5 0.20
Our Subsidiary
Direct Tax - -
Indirect Tax - -
Our Promoters
Direct Tax - -
Indirect Tax - -
Our Directors (other than our Promoters)
Direct Tax - -
Indirect Tax - -
Total 7 154.65

Material Tax Matters

Litigation involving our Company

Direct Tax

1. The Asst. Commissioner, Income Tax, CIRCLE 7(1), Delhi (“Authority”) issued notice of demand dated
December 9, 2022 (“Notice”) to our Company, demanding the recovery of dues for the assessment year
2018-2019. Under the notice, the Authority claimed an amount of Rs.53,34,620 /- as due from the Company
(“Demand”) under Section 156 of the Income Tax Act, 1961. Our Company has filed a rectification
application dated August 8, 2022 and also on January 9, 2023, seeking rectification of the assessment,
deletion of demand and issue of refund along with interest. The representation on January 9, 2023 was
acknowledged by the Authority on January 10, 2023. There is no case as the demand is rectifiable u/s 154
by the Income Tax Department. Application u/s 154 for the rectification of demand is already filed with the
Deputy Commissioner of Income Tax, Circle 7(l), C.R. Building, Delhi which is acknowledged on February
21, 2023 as the credit of TDS claimed is not given while processing the return of income. Presently, the
matter is pending.

2. The Commissioner, Income Tax, (“Authority”) issued notice of demand dated September 22, 2022
(“Notice”), to our Company, demanding the recovery of dues for the assessment year 2020-2021. Under the
Notice, the Authority has claimed an amount of Rs.1,01,10,200/- from the Company (“Demand”) under
section 156 of the Income Tax Act, 1961. Our Company has filed a rectification application dated October
4, 2022 and a reminder application on January 9, 2023, seeking rectification of the assessment, deletion of
demand and issue of refund along with interest which was acknowledged by the Authority on January 10,
2023. Our Company has subsequently filed another reminder application for rectification dated February 13,
2023 which was acknowledged by the Authority on February 21, 2023. There is no case as the demand is
rectifiable u/s 154 by the Income Tax Department. Application u/s 154 for the rectification of demand is
already filed with the Authority which has been acknowledged on February 21, 2023 as the interest u/s 234C
is wrongly charged by the Income Tax Department while processing the return of income. Presently, the
matter is pending.

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Indirect Taxes

1. The Office of the Deputy Commissioner (Asst-5), State Tax, Dehradun (“Authority”) issued a demand order
dated September 14, 2021 to our Company (“Notice”) under the GST Act demanding the recovery of interest
on the delayed payment of tax for the tax period July 2017 to March 2018 for an amount of Rs. 9,610.06
(CGST) and Rs.9610.06/- (SGST) (“Demand”). Under the Notice, the Authority directed the Company to
comply with the Demand by September 24, 2021. The order is under process with the Authority. Presently,
the matter is pending.

2. The State Taxes Department, Uttarakhand issued three notices all dated November 25, 2022 (collectively
“Notices”) to our Company with a direction to appear before the Commissioner, State Taxes Department
(“Authority”) with details of books of accounts and records and bills for the financial years, 2014-15, 2015-
16 and 2016-17 by December 13, 2022. Further orders in the matter are pending.

3. The office of the Deputy Commissioner, Dehradun- Sector 9 (“Authority”) issued a notice dated March 2,
2023 (“Notice”) for intimating the discrepancies in return after scrutiny for the year 2017-18. Our Company
has replied to the notice by a reply dated March 26, 2023 denying the alleged discrepancies requesting the
Authority to vacate the Notice. Presently, the matter is pending.

4. The Office of the Deputy Commissioner, State tax Circle-6, Bhopal (“Authority”) issued a demand notice
dated November 18, 2021 to our Company (“Notice”) under the GST Act, demanding the recovery of interest
on the delayed payment of tax @ 18% p.a. on the net tax liability for the Tax period 1 st July 2017 to 31st
March 2018 for an amount of Rs.15,504/- (“Demand”). Under the Notice, the Authority directed the
Company to comply with the Demand by December 17, 2021. The Demand amount has been deposited with
the Authority vide GST Challan with CPIN: 23072300037639 generated on July 14, 2023.

5. The Office of the Deputy Commissioner, State tax Circle-6, Bhopal (“Authority”) issued a demand notice
dated November 18, 2021 to our Company (“Notice”) under the GST Act, demanding the recovery of interest
on the delayed payment of tax @ 18% p.a. on the net tax liability for the Tax period 1 st April 2019 to 31st
March 2020 for an amount of Rs.42,152/-(“Demand”). Under the Notice, the Authority directed the
Company to comply with the Demand by December 17, 2021. The Demand amount has been deposited with
the Authority vide GST Challan with CPIN: 23072300037587 generated on July 14, 2023.

6. The Joint Commissioner, SGST, Corporate Circle – I, Ghaziabad Zone-I (“Authority”) issued a demand
notice our Company (“Notice”) demanding the deposit of the availed Input Tax Credit with interest for
Rs.1,84,943/-(“Demand”). The Demand amount has been deposited with the Authority vide GST Challan
with CPIN: 23070900153110 generated on July 14, 2023.

7. The Joint Commissioner, GST, Ghaziabad-I (“Authority”) issued a notice dated July 19, 2022 for the
conduct of audit of the books of accounts and records of the Company for the financial year 2018-2019 at
the Office of the Joint Commissioner on July 19, 2022 (“Notice”). Under the Notice, it was directed to attend
the audit before the Authority either in person or through an authorised representative of the Company and
produce the books of accounts and records for the financial year 2018-2019 for the audit. Further orders in
the matter are pending.

8. The Commercial Taxes Department, Corporate Circle – I, Ghaziabad Zone-I, Uttar Pradesh (“Authority”)
has issued a notice with Reference No. 09AADCE0293K1ZH/17-18/61 dated June 13, 2023 as informed by
the Company for the tax period 2017-18 for intimating discrepancies in return after scrutiny, inter-alia,
apparent difference between the taxable turnover as declared in GSTR-1(4A, 4B, 4C, 6B, 6C, B2C+7-9B)
and that declared in monthly returns 3B(3.1a) thereby calling upon for clarification with evidence as to why
a demand of tax along with interest and penalty on the differences between turnovers should not be
generated; apparent difference between the liability declared in GSTR-1 and that declared in monthly returns
thereby calling upon for clarification with proof as to why a demand of unreconciled liability along with

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 interest and penalty may not be generated; calling upon to provide complete audited balance sheet along with
all notes, schedules, ledgers, cash book, stock register, the copies of inward and outward invoices, copies of
debit and credit notes and “Statement 26AS”, calling upon to provide bill of quantities issued by various
contractors along with copy of agreements with contractors, calling upon to provide proof of total payment
given by various contractors for the FY 2017-2018. Presently the matter is pending.

Outstanding dues to creditors

Our Board, in its meeting held on March 14, 2023 has considered and adopted the Materiality Policy. In terms of
the Materiality Policy, creditors of our Company on consolidated basis, to whom an amount exceeding 5% of our
total outstanding dues (trade payables) as on the date of the latest Restated Consolidated Financial Statements was
outstanding, were considered ‘material’ creditors.

As per the latest Restated Consolidated Financial Statements, our total trade payables as on March 31, 2023 was
Rs. 1,540.49 lakhs and accordingly, creditors to whom outstanding dues exceed Rs. 250.00 lakhs have been
considered as ‘material’ creditors for the purposes of disclosure in this Red Herring Prospectus. Based on this
criteria, details of outstanding dues owed as on March 31, 2023 by our Company on consolidated basis are set out
below:

Types of creditors Number of creditors Amount involved

Material Creditors 01 683.68 Lakhs
Total 01 683.63 Lakhs

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 GOVERNMENT AND OTHER KEY APPROVAL

We have set out below an indicative list of approvals obtained by our Company which are considered material
and necessary for the purpose of undertaking its business activities. In view of these material approvals, our
Company can undertake the Offer, and our Company can undertake its business activities. Other than as stated
below, no further material approvals from any regulatory authority are required to undertake the Offer or
continue such business activities. In addition, certain of our material approvals may have expired or may expire
in the ordinary course of business, from time to time and our Company, has either already made an application
to the appropriate authorities for renewal of such material approvals or is in the process of making such
renewal applications. In relation to the businessactivities and operations of our Company we have disclosed
below the material approvals applied for but not received. For details in connection with the applicable
regulatory and legal framework within which we operate, see section “Key Industry Regulations and
Policies” on page 265.

I. APPROVALS FOR THE ISSUE

1) The Board of Directors have, by a resolution passed at its meeting held on March 14, 2023 authorized the
Issue, subject to the approval of the shareholders and such other authorities as may be necessary.

2) The shareholders of the Company have, by a special resolution passed in the Extra-ordinary General
Meeting held on March 15, 2023 authorized the Issue.

3) In-principle approval dated June 07, 2023 from the BSE for listing of the Equity Shares issued by the
Company pursuant to the Issue.

4) In-principle approval dated June 07, 2023 from the NSE for listing of the Equity Shares issued by the
Company pursuant to the Issue.

5) Our Company's International Securities Identification Number (“ISIN”) is INE0OV601013.

6) We have also taken the NOC from our lender/Bankers:

Name of the Bank/Lender Date of NoC

Axis Bank Limited January 19, 2023
Punjab National Bank Limited March 21, 2023
Kotak Mahindra Bank Limited January 20, 2023
ICICI Bank Limited February 01, 2023
HDFC Bank Limited January 19, 2023
Bank of India Limited January 13, 2023
Induslnd Bank Limited January 24, 2023

II. INCORPORATION RELATED APPROVALS

A. Approvals obtained by the Company

1) Certificate of Incorporation dated December 21, 2010 issued under the name EMS Infracon Private
Limited by Registrar of Companies.

2) Fresh Certificate of Incorporation dated October 26, 2022 issued by Registrar of Companies, Delhi
consequent upon change of name of the Company from EMS Infracon Private Limited’ to ‘EMS Private
Limited.

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 3) Fresh Certificate of Incorporation dated November 25, 2022 issued by Registrar of Companies, Delhi
consequent upon conversion of the Company from private company to public company and change of
name ofthe Company from EMS Private Limited to EMS Limited.

4) The Corporate Identity Number of the Company is U45205DL2010PLC211609.

III. TAX RELATED APPROVALS

A. Approvals obtained by the Company

Registration / Special
Sr. Date of
Description Approval / Certificate Issuing Authority conditions,
No. Issue
Number if any
Income Tax
Permanent Account Department,
1. AADCE0293K Perpetual -
Number (PAN) Government of
India
Income Tax
Tax Deduction
Department,
2. Account DELE06636A Perpetual -
Government of
Number (TAN)
India
Registration
Certificate of Goods Goods and Service
4. 10AADCE0293K1ZY Perpetual -
and Service Tax Tax Department
(GST) (Bihar)
Registration
Certificate of Goods Goods and Service
5. 23AADCE0293K1ZR Perpetual -
and Service Tax Tax Department
(GST) (MP)
Registration
Certificate of Goods Goods and Service
6. 08AADCE0293K1ZJ Perpetual -
and Service Tax Tax Department
(GST) (Rajasthan)
Registration
Certificate of Goods Goods and Service
7. 09AADCE0293K1ZH Perpetual -
and Service Tax Tax Department
(GST) (UP)
Registration
Certificate of Goods Goods and Service
8. 05AADCE0293K1ZP Perpetual -
and Service Tax Tax Department
(GST) (Uttrakhand)

IV. LABOUR RELATED APPROVALS

Registration /
Sr. Issuing Date of Date of
Description Approval / Certificate
No. Authority Issue Expiry
Number
Deputy.
Certificate of Registration Director,
1. under the Employee State 20001172750001009 Employees’ Perpetual -
Insurance Act, 1948. State Insurance
Corporation

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 Certificate of Registration Regional
2. under the Employee DSSHD0941025000 Provident Fund Perpetual -
Provident Fund Commissioner
Registration Certificate of Chief Inspector January 03,
Shop or Commercial of Shops and 2023 (Date
3. Establishment (Labour UPSA09726847 Commercial of Perpetual
Department, Uttar Establishment, Registratio
Pradesh) Uttar Pradesh n)
Registration Certificate of 2023080869 Department of May 16, Perpetual
Establishment Labour, 2023
Government of
4.
National Capital
Territory of
Delhi
Wholly Owned
Subsidiary of
Legal Entity Identifier 335800QP72A7GZ1HL February
5. Clearing Perpetual
India Limited N22 20, 2024
Corporation of
India Limited
Govt. of India
Building & Road (1 Directorate, December March 22,
6. E-file No.9106739
Super) CPWD CSQ, C 21, 2022 2027
& M Unit

V. REGISTRATIONS:

Sr.
Registration Department
No.
1. Certificate of Enlistment – “Class 1 Super” Central Public Works Department
UP Jal Nigam for “Water Supply Works (Pipe
2. Certificate of Enlistment – “Class A”
Laying)

3. Certificate of Enlistment – “Class A” UP Jal Nigam for “Water Supply Works (Reservoirs)

Uttarakhand Pey Jal Nigam for “Turnkey Project

4. Certificate of Enlistment – “Class A”
Sewerage”
5. Registration for electrical works – GD-666 Electrical Safety Department
6. Enlistment in central command Central Command – HQ

VI. OTHER APPROVALS

Sr. Registration / Approval / Date of Date of

Description Issuing Authority
No. Certificate Number Issue Expiry
Certificate of
Quality Research October October
1. Registration for 305021102215Q
Organization 22, 2021 21, 2024
ISO 9001:2015
Certificate of
Quality Research October October
2. Registration for 305021102216E
Organization 22, 2021 21, 2024
ISO 14001:2015
Certificate of UK Cert
October October
3. Registration for UQ - 2021102222 Certification &
22, 2021 21, 2024
OHSAS Inspection

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 18001:2007

VII. INTELLECTUAL PROPERTY

Sr. No. Trademark Status

We are under the process of filing
of application under Trademark
Act, 1999.
1.
Current Status: Accepted &
Advertised
For details regarding Intellectual Property, please refer chapter titled “Our Business” beginning on page no.
261.

VIII. PENDING APPROVALS

A. Applied but not yet approved

Nil

B. Not Yet Applied

Nil

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 OTHER REGULATORY AND STATUTORY DISCLOSURES

Authority for this Issue

Our Board has authorised the Issue, pursuant to a resolution dated March 14, 2023. Our Shareholders have
authorised the Fresh Issue pursuant to a special resolution passed at their extra-ordinary general meeting dated
March 15, 2023. The Board has taken on record the Offer for Sale by the Selling Shareholder pursuant to its
resolution dated March 25, 2023. This Red Herring Prospectus has been approved by our Board pursuant to its
resolution dated August 14, 2023.

Approval from the Selling Shareholder

The Selling Shareholder has authorised and confirmed inclusion of its portion of the Offered Shares as part of the
Offer for Sale, as set out below:

Sr. Date of Consent Number of Shares

Name of the Selling Shareholder
No. Letter to be offered
1. Mr. Ramveer Singh March 14, 2023 82,94,118

In-Principle Listing Approvals

Our Company has received in-principle approvals from the BSE and NSE for the listing of the Equity Shares
pursuant to both letters dated June 07, 2023.

Prohibition by SEBI or other authorities

Our Company, our Promoters, members of the promoter group and our Directors have not been prohibited from
accessing the capital markets and have not been debarred from buying, selling or dealing in securities under any
order or direction passed by SEBI or any securities market regulator in any jurisdiction or any other authority/
court.

Our Promoters and Directors are not directors or promoters of any other company which is debarred from
accessing the capital market under any order or direction passed by SEBI or any other authorities.

Our Company, Promoters or Directors have neither been declared as wilful defaulters by any bank or financial
institution or consortium thereof in accordance with the guidelines on wilful defaulters or fraudulent borrowers
issued by the RBI. Our Promoters and our Directors have not been declared as Fugitive Economic Offenders under
section 12 of Fugitive Economic Offenders Act, 2018.

Compliance with the Companies (Significant Beneficial Owners) Rules, 2018

Our Company, the Selling Shareholder, our Promoters and members of our Promoter Group are in compliance
with the Companies (Significant Beneficial Owners) Rules, 2018, as amended, to the extent applicable to our
Company and the Equity Shares, as on the date of this Red Herring Prospectus.

Directors associated with securities market

None of our Directors are associated with the securities market related business. There are no outstanding actions
initiated by SEBI in the last five years preceding the date of this Red Herring Prospectus against our Directors.

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Eligibility for the Issue

Our Company is eligible for the Offer in accordance with Regulation 6(1) of the SEBI ICDR Regulations, which
states as follows:

i. Our company has net tangible assets of at least three crore rupees, calculated on a restated and consolidated
basis, in each of the preceding three full years (of twelve months each), of which not more than fifty per
cent. are held in monetary assets, kindly refer chapter titled “Financial Information” beginning on Page no.
318.
ii. Our company an average operating profit of at least fifteen crore rupees, calculated on a restated and
consolidated basis, during the preceding three years (of twelve months each), with operating profit in each
of these preceding three years, kindly refer chapter titled “Financial Information” beginning on Page no.
318.
iii. Our company has a net worth of at least one crore rupees in each of the preceding three full years (of twelve
months each), calculated on a restated and consolidated basis;
iv. Our Company has not changed its name in immediately preceding year except the name has changed from
“EMS Infracon Private Limited” to “EMS Private Limited” pursuant to resolution passed by shareholders
of our Company on September 30, 2022 and a fresh certificate of incorporation consequent to change of
name was issued by the Registrar of Companies, Delhi on October 26, 2022, further, we hereby clarify that
the business of the Company has not changed.

Our Company’s operating profit, net worth and net tangible assets, monetary assets, monetary assets as a
percentage of the net tangible assets are derived from the Restated Financial Information included in this Red
Herring Prospectus as at, and for the last three Financial Years are set forth below:
(Rs. In Lakhs)
Particulars Fiscal 2023 Fiscal 2022 Fiscal 2021
Net Tangible Assets(1) 5,214.64 4494.96 3821.52
Monetary Assets (2) 12,122.15 8992.35 6751.51
Monetary assets, as a percentage of net tangible
43.02% 49.99% 56.60%
assets (in %)
Operating Profit(3) 14,560.00 10,999.12 9,716.46
Average Operating Profit 11,758.53
Net Worth(4) 48,993.89 38112.26 30207.64
(1)
‘Net tangible assets’ means the sum of all net assets of our Company as applicable excluding intangible assets
as defined in Indian Accounting Standard 38 (Ind AS 38) notified under the Companies (Indian Accounting
Standards) Rules, 2015 (as amended) read with Section 133 of the Companies Act, 2013.
(2)
‘Monetary assets’ means the aggregate of Cash in hand + Balance with bank in current and fixed deposit
account.
(3)
Operating profit has been defined as the profit before tax after adjusting other income, finance cost.
(4)
‘Net worth’ means aggregate value of the paid-up share capital and other equity created out of the profits,
securities premium account and debit or credit balance of profit and loss account, after deducting the aggregate
value of the accumulated losses, deferred expenditure and miscellaneous expenditure not written off, derived from
Restated Financial Information, but does not include reserves created out of revaluation of assets, write-back of
depreciation and amalgamation.

The Selling Shareholder has confirmed that he has held the offered shares for a period of at least one year prior to
the date of filing of this Red Herring Prospectus and that it is in compliance with Regulation 8 of the SEBI ICDR
Regulations and are eligible for being issued in the Offer for sale.

The Selling Shareholder confirms compliance with and has noted for compliance with conditions specified in
Regulation 8A of the SEBI ICDR Regulations, to the extent applicable.

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Further, in terms of Regulation 49(1) of the SEBI ICDR Regulations, our Company shall ensure that the number
of Bidders to whom the Equity Shares will be allotted will be not less than 1,000, failing which the entire
application monies shall be refunded forthwith in accordance with SEBI ICDR Regulations and other applicable
laws. In case of delay, if any, in refund within such timeline as prescribed under applicable laws, our Company
shall be liable to pay interest on the application money in accordance with applicable laws.

Our Company confirms that it is in compliance with the conditions specified in Regulation 7(1) of the SEBI ICDR
Regulations, to the extent applicable, and will ensure compliance with the conditions specified in Regulation 7(2)
of the SEBI ICDR Regulations, to the extent applicable: Noted for Compliance

Further, our Company confirms that it is not ineligible to undertake the Issue, in terms of Regulation 5 and 7(1)
of the SEBI ICDR Regulations, to the extent applicable.

Our Company is in compliance with the following conditions specified under Regulations 5 of the SEBI ICDR
Regulations:

i. Our Company, the Selling Shareholder, our Promoters, the members of our Promoter Group, and our
Directors are not debarred from accessing the capital markets;
ii. None of the Promoters or the Directors are promoter or directors of companies which are debarred from
accessing the capital markets by SEBI under any order or direction passed by the SEBI or any other
authorities;
iii. None of our Company, our Promoters or our Directors have been categorized as a Wilful Defaulter or a
Fraudulent Borrower;
iv. None of our Directors are Fugitive Economic Offenders, and our Promoters are not a corporate entity; and
v. There are no outstanding warrants, options or rights to convert debentures, loans or other instruments
convertible into, or which would entitle any person any option to receive Equity Shares, as on the date of
this Red Herring Prospectus except for the options granted under the ESOP Scheme.

DISCLAIMER CLAUSE OF SEBI

IT IS TO BE DISTINCTLY UNDERSTOOD THAT SUBMISSION OF THE RED HERRING

PROSPECTUS TO SEBI SHOULD NOT IN ANY WAY BE DEEMED OR CONSTRUED TO MEAN
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 RED HERRING PROSPECTUS.
THE BOOK RUNNING LEAD MANAGER, BEING KHAMBATTA SECURITIES LIMITED HAVE
CERTIFIED THAT THE DISCLOSURES MADE IN THE DRAFT RED HERRING PROSPECTUS ARE
GENERALLY ADEQUATE AND ARE IN CONFORMITY WITH THE SECURITIES AND
EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS)
REGULATIONS, 2018, AS AMENDED. THIS REQUIREMENT IS TO FACILITATE INVESTORS TO
TAKE AN INFORMED DECISION FOR MAKING AN INVESTMENT IN THE PROPOSED ISSUE.

IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE THE COMPANY IS PRIMARILY

RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT
INFORMATION IN THE RED HERRING PROSPECTUS, THE SELLING SHAREHOLDER WILL BE
RESPONSIBLE ONLY FOR THE STATEMENTS SPECIFICALLY CONFIRMED OR UNDERTAKEN
BY IT IN THE RED HERRING PROSPECTUS IN RELATION TO ITSELF FOR THE PORTION OF
OFFERED SHARES, THE BOOK RUNNING LEAD MANAGER ARE EXPECTED TO EXERCISE
DUE DILIGENCE TO ENSURE THAT THE COMPANY AND THE PROMOTER SELLING
SHARHEOLDER DISCHARGE THEIR RESPONSIBILITIES ADEQUATELY IN THIS BEHALF AND
TOWARDS THIS PURPOSE, THE BOOK RUNNING LEAD MANAGER HAVE FURNISHED TO
SEBI, A DUE DILIGENCE CERTIFICATE DATED MARCH 28, 2023 IN THE FORMAT PRESCRIBED

458 | P a g e
UNDER SCHEDULE V(A) OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF
CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018, AS AMENDED.

THE FILING OF THE RED HERRING PROSPECTUS DOES NOT, HOWEVER, ABSOLVE OUR
COMPANY FROM ANY LIABILITIES UNDER THE COMPANIES ACT, 2013, AS AMENDED OR
FROM THE REQUIREMENT OF OBTAINING SUCH STATUTORY OR OTHER CLEARANCES AS
MAY BE REQUIRED FOR THE PURPOSE OF THE PROPOSED OFFER. SEBI FURTHER
RESERVES THE RIGHT TO TAKE UP, AT ANY POINT OF TIME, WITH THE BOOK RUNNING
LEAD MANAGER ANY IRREGULARITIES OR LAPSES IN THE RED HERRING PROSPECTUS.

All applicable legal requirements pertaining to the Issue will be complied with at the time of filing the Red Herring
Prospectus with the RoC in terms of Section 32 of the Companies Act. All applicable legal requirements pertaining
to the Issue will be complied with at the time of registration of the Prospectus with the RoC in terms of Sections
26, 30, 32, 33(1) and 33(2) of the Companies Act.

Disclaimer from our Company, the Selling Shareholder, our Directors and the BRLM

Our Company, the Selling Shareholder, our Directors, the BRLM accept no responsibility for statements made
otherwise than those confirmed in the Red Herring Prospectus or in the advertisements or any other material issued
by or at our Company’s instance. Anyone placing reliance on any other source of information, including our
Company’s website www.ems.co.in or the websites of the Selling Shareholder, if any, would be doing so at his
or her or their own risk.

Unless required by law, the Selling Shareholder, and where applicable and their respective directors, affiliates,
associates and officers accept no responsibility for any statements and undertakings, except such statements and
undertakings made or confirmed by them in this Red Herring Prospectus specifically in relation to itself, and their
respective Offered Shares, are true and correct.

The BRLM accept no responsibility, save to the limited extent as provided in the Issue Agreement and the
Underwriting Agreement to be entered into between the Underwriter, the Selling Shareholder and our Company.
All information shall be made available by our Company, the Selling Shareholder and the BRLM to the public
and investors at large and no selective or additional information would be available for a section of the investors
in any manner whatsoever, including at road show presentations, in research or sales reports, at Bidding centres
or elsewhere. Investors who Bid in the Offer will be required to confirm and will be deemed to have represented
to our Company, the Selling Shareholder, BRLM and their respective directors, officers, agents, affiliates, and
representatives that they are eligible under all applicable laws, rules, regulations, guidelines and approvals to
acquire the Equity Shares and will not issue, sell, pledge, or transfer the Equity Shares to any person who is not
eligible under any applicable laws, rules, regulations, guidelines and approvals to acquire the Equity Shares. Our
Company, the Selling Shareholder, Underwriter and their respective directors, officers, agents, affiliates, and
representatives accept no responsibility or liability for advising any investor on whether such investor is eligible
to acquire the Equity Shares.

The BRLM and their respective associates and affiliates in their capacity as principals or agents may engage in
transactions with, and perform services for, our Company, its Subsidiaries, the Selling Shareholder and their
respective group companies, directors and officers, affiliates or associates or third parties in the ordinary course
of business and have engaged, or may in the future engage, in commercial banking and investment banking
transactions with our Company, its Subsidiaries, the Selling Shareholder and their respective group companies,
directors and officers, affiliates or associates or third parties, for which they have received, and may in the future
receive, compensation. As used herein, the term ‘affiliate’ means (i) any other person that, directly or indirectly,
through one or more intermediaries, Controls or is Controlled by or is under common Control with another person
or entity; (ii) any other person which is a holding company, or subsidiary of another entity; and/or (iii) any other
person in which another person or entity has a “significant influence” or which has “significant influence” over

459 | P a g e
such Party, where “significant influence” over a person is the power to participate in the management, financial
or operating policy decisions of that person but is less than Control over those policies and that shareholders
beneficially holding, directly or indirectly through one or more intermediaries, a 10% or more interest in the voting
power of that person are presumed to have a significant influence over that person.

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
competent to contract under the Indian Contract Act, 1872, as amended, HUFs, companies, corporate bodies and
societies registered under the applicable laws in India and authorised to invest in equity shares, domestic Mutual
Funds registered with SEBI, Indian financial institutions, commercial banks, regional rural banks, co-operative
banks (subject to permission from RBI), systemically important NBFCs or trusts under applicable trust law and
who are authorised under their respective constitutions to hold and invest in shares, public financial institutions
as specified in Section 2(72) of the Companies Act, 2013, multilateral and bilateral development financial
institutions, state industrial development corporations, insurance companies registered with IRDAI, provident
funds (subject to applicable law) and pension funds, National Investment Fund, insurance funds set up and
managed by army, navy or air force of Union of India, insurance funds set up and managed by the Department of
Posts, GoI, NBFC-Sis and permitted Non-Residents including FPIs and Eligible NRIs, AIFs, FVCIs, and other
eligible foreign investors, if any, provided that they are eligible under all applicable laws and regulations to
purchase the Equity Shares. Any dispute arising out of this Offer will be subject to the jurisdiction of appropriate
court(s) at Mumbai, India only.

This Red Herring Prospectus does not constitute an invitation to subscribe to or purchase the Equity Shares in the
Issue in any jurisdiction, including India. Invitations to subscribe to or purchase the Equity Shares in the Issue
will be made only pursuant to the Red Herring Prospectus if the recipient is in India or the preliminary offering
memorandum for the Offer, which comprises this Red Herring Prospectus and the preliminary international wrap
for the Issue, if the recipient is outside India except the United States of America. Any person into whose
possession this Red Herring Prospectus comes is required to inform himself or herself about, and to observe, any
such restrictions.

No action has been, or will be, taken to permit a public offering in any jurisdiction where action would be required
for that purpose, except that this Red Herring Prospectus has been filed with SEBI for its observations.
Accordingly, the Equity Shares represented hereby may not be offered or sold, directly or indirectly, and this Red
Herring Prospectus may not be distributed in any jurisdiction, except in accordance with the legal requirements
applicable in such jurisdiction. Neither the delivery of this Red Herring Prospectus nor any offer or sale hereunder
shall, under any circumstances, create any implication that there has been no change in the affairs of our Company
and the Selling Shareholder from the date hereof or that the information contained herein is correct as of any time
subsequent to this date. Bidders are advised to ensure that any Bid from them does not exceed investment limits
or maximum number of Equity Shares that can be held by them under applicable law.

No person outside India is eligible to bid for Equity Shares in the Issue unless that person has received the
preliminary offering memorandum for the Issue, which contains the selling restrictions for the Issue outside
India.

Eligibility and Transfer Restrictions

The Equity Shares offered in the Issue have not been and will not be registered under the U.S. Securities
Act or any state securities laws in the United States, and unless so registered may not be offered or sold
within the United States, except pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the U.S. Securities Act and applicable state securities laws. Accordingly, such
Equity Shares are only being offered and sold outside of the United States in offshore transactions in

460 | P a g e
 reliance on Regulation S under the U.S. Securities Act and 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 Bids may not be made by persons in any such
jurisdiction, except in compliance with the applicable laws of such jurisdiction.

All other Equity Shares Offered and Sold in the Issue

Each purchaser that is acquiring the Equity Shares offered pursuant to the Issue outside the United States, by a
declaration included in the Bid cum Application Form and its acceptance of the Red Herring Prospectus and of
the Equity Shares offered pursuant to the Issue, will be deemed to have acknowledged, represented and warranted
to and agreed with our Company, the Selling Shareholder and the BRLM that it has received a copy of the Red
Herring Prospectus and such other information as it deems necessary to make an informed investment decision
and that:

i. the purchaser is authorised to consummate the purchase of the Equity Shares offered pursuant to the Issue
in compliance with all applicable laws and regulations;

ii. the purchaser acknowledges that the Equity Shares have not been and will not be registered under the U.S.
Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United
States and accordingly, unless so registered, may not be offered or sold within the United States except
pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S.
Securities Act;

iii. the purchaser is purchasing the Equity Shares offered pursuant to the Offer in an offshore transaction
meeting the requirements of Rule 903 or Rule 904 of Regulation S;

iv. the purchaser and the person, if any, for whose account or benefit the purchaser is acquiring the Equity
Shares, was located outside the United States at the time (i) the offer of such Equity Shares was made to it
and (ii) when the buy order for such Equity Shares was originated, and continues to be located outside the
United States and has not purchased such Equity Shares for the account or benefit of any person in the
United Sates or entered into any arrangement for the transfer of such Equity Shares or any economic
interest therein to any person in the United States;

v. the purchaser is not an affiliate of our Company or a person acting on behalf of an affiliate;

vi. if, in the future, the purchaser decides to offer, resell, pledge or otherwise transfer such Equity Shares, or
any economic interest therein, it will only do so (A) (i) in an offshore transaction complying with Rule 903
or Rule 904 of Regulation S, or (ii) pursuant to another available exemption from the registration
requirements of the U.S. Securities Act, and (B) in accordance with all applicable laws, including the
securities laws of any state of the United States or other applicable jurisdiction;

vii. the purchaser is not acquiring the Equity Shares as a result of any “directed selling efforts” (within the
meaning of Rule 902(c) under the U.S. Securities Act) in the United States with respect to the Equity
Shares;

viii. the purchaser understands that such Equity Shares (to the extent they are in certificated form), unless our
Company determine otherwise in accordance with applicable law, will bear a legend substantially to the
following effect;

“THE EQUITY SHARES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “U.S.

461 | P a g e
 SECURITIES ACT”) OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY
STATE OR OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BE OFFERED,
SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) IN AN OFFSHORE
TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S UNDER
THE U.S. SECURITIES ACT, OR (2) PURSUANT TO ANOTHER AVAILABLE EXEMPTION
FROM THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT, IN EACH
CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF
THE UNITED STATES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE
FOREGOING, THE EQUITY SHARES MAY NOT BE DEPOSITED INTO ANY
UNRESTRICTED DEPOSITARY RECEIPT FACILITY IN RESPECT OF THE EQUITY
SHARES ESTABLISHED OR MAINTAINED BY A DEPOSITARY BANK.”

ix. our Company will not recognize any offer, sale, pledge or other transfer of such Equity Shares made other
than in compliance with the above-stated restrictions; and the purchaser acknowledges that our Company,
the Selling Shareholder, the BRLM and their respective affiliates and others will rely upon the truth and
accuracy of the foregoing acknowledgements, representations and agreements and agrees that, if any of
such acknowledgements, representations and agreements deemed to have been made by virtue of its
purchase of such Equity Shares are no longer accurate, it will promptly notify our Company, Selling
Shareholder and the BRLM, and if it is acquiring any of such Equity Shares as a fiduciary or agent for one
or more accounts, it represents that it has sole investment discretion with respect to each such account and
that it has full power to make the foregoing acknowledgements, representations and agreements on behalf
of such account.

Bidders are advised to ensure that any Bid from them does not exceed investment limits or the maximum
number of Equity Shares that can be held by them under applicable law. Further, each Bidder where
required must agree in the Allotment Advice that such Bidder will not sell or transfer any Equity Shares
or any economic interest therein, including any off-shore derivative instruments, such as participatory
notes, issued against the Equity Shares or any similar security, other than in accordance with applicable
laws.

Disclaimer Clause of BSE

As required, a copy of the Red Herring Prospectus was submitted to the BSE. The disclaimer clause as intimated
by BSE to our Company post scrutiny of the Red Herring Prospectus is as follows:

“BSE Limited ("the Exchange") has given vide its letter dated June 07, 2023, permission to this Company to use
the Exchange's name in this offer document as one of the stock exchanges on which this company's securities are
proposed to be listed. The Exchange has scrutinized this offer document for its limited internal purpose of deciding
on the matter of granting the aforesaid permission to this Company. The Exchange does not in any manner: -

a) warrant, certify or endorse the correctness or completeness of any of the contents of this offer document; or
b) warrant that this Company's securities will be listed or will continue to be listed on the Exchange; or
c) take any responsibility for the financial or other soundness of this Company, its promoters, its management
or any scheme or project of this Company

and it should not for any reason be deemed or construed that this offer document has been cleared or approved
by the Exchange. Every person who desires to apply for or otherwise acquires any securities of this Company may
do so pursuant to independent inquiry, investigation and analysis and shall not have any claim against the
Exchange 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.”

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Disclaimer Clause of NSE

As required, a copy of the Red Herring Prospectus was submitted to the NSE. The disclaimer clause as intimated
by NSE to our Company post scrutiny of the Red Herring Prospectus is as follows:

“As required, a copy of this Offer Document has been submitted to National Stock Exchange of India Limited
(hereinafter referred to as NSE). NSE has given vide its letter Ref.: NSE/LIST/2293 dated June 07, 2023,
permission to the Issuer to use the Exchange’s name in this Offer Document as one of the Stock Exchanges on
which this Issuer’s securities are proposed to be listed. The Exchange has scrutinized this draft offer document
for its limited internal purpose of deciding on the matter of granting the aforesaid permission to this Issuer. It is
to be distinctly understood that the aforesaid permission given by NSE should not in any way be deemed or
construed that the offer document has been cleared or approved by NSE; nor does it in any manner warrant,
certify or endorse the correctness or completeness of any of the contents of this offer document; nor does it warrant
that this Issuer’s securities will be listed or will continue to be listed on the Exchange; nor does it take any
responsibility for the financial or other soundness of this Issuer, its promoters, its management or any scheme or
project of this Issuer.

Every person who desires to apply for or otherwise acquire any securities of this Issuer may do so pursuant to
independent inquiry, investigation and analysis and shall not have any claim against the Exchange 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 any other reason whatsoever.”

Listing

The Equity Shares issued through the Red Herring Prospectus are proposed to be listed on the BSE and NSE.
Applications will be made to the Stock Exchanges for obtaining permission to deal in and for an official quotation
of the Equity Shares to be issued and sold in the Issue. The NSE will be the Designated Stock Exchange with
which the Basis of Allotment will be finalised.

If the permissions to deal in, and for an official quotation of, the Equity Shares are not granted by any of the Stock
Exchanges mentioned above, our Company will forthwith repay, without interest, all monies received from the
applicants in pursuance of the Red Herring Prospectus, in accordance with applicable law and the Selling
Shareholder will be liable to reimburse our Company for any such repayment of monies, on its behalf, with respect
to their Offered Shares. If such money is not repaid within the prescribed time, then our Company, the Selling
Shareholder and every officer in default shall be liable to repay the money, with interest, as prescribed under
applicable law. Any expense incurred by our Company on behalf of any of the Selling Shareholder with regard to
interest on such refunds will be reimbursed by such Selling Shareholder in proportion to its respective portion of
the Offered Shares. For the avoidance of doubt, subject to applicable law, a Selling Shareholder shall not be
responsible to pay and/or reimburse any expenses towards refund or any interest thereon for any delay, unless
such delay has been caused by any act or omission solely and directly attributable to such Selling Shareholder and
in any other case the Company shall take on the responsibility to pay interest. It is clarified that such liability of a
Selling Shareholder shall be limited to the extent of its respective portion of the Offered Shares.

Our Company shall ensure that all steps for the completion of the necessary formalities for listing and
commencement of trading of the Equity Shares at the Stock Exchanges are taken within six Working Days from
the Bid/ Offer Closing Date or within such other period as may be prescribed. The Selling Shareholder confirm
that it shall extend complete co-operation required by our Company and the BRLM for the completion of the
necessary formalities for listing and commencement of trading of the Equity Shares at the Stock Exchanges within
six Working Days from the Bid/Offer Closing Date, or within such other period as may be prescribed. If our
Company does not Allot the Equity Shares within six Working Days from the Bid/ Offer Closing Date or within
such timeline as prescribed by SEBI, all amounts received in the Public Offer Accounts will be transferred to the
Refund Account and it shall be utilised to repay, without interest, all monies received from Bidders, failing which

463 | P a g e
interest shall be due to be paid to the Bidders at the rate of 15% per annum for the delayed period, subject to
applicable law.

Consents

Consents in writing of (a) the Selling Shareholder, our Directors, Group Company Secretary and Compliance
Officer, Statutory Auditor, the BRLM, legal counsel, bankers/ lenders to our Company, F&S and the Registrar to
the Offer, in their respective capacities have been obtained; and consents in writing of (b) the Syndicate Members,
and the Banker(s) to the Offer to act in their respective capacities, will be obtained and filed along with a copy of
the Red Herring Prospectus with the RoC as required under Sections 26 and 32 of the Companies Act, 2013.
Further, consents received prior to filing of this Red Herring Prospectus have not been withdrawn up to the time
of delivery of this Red Herring Prospectus with the RoC.

Expert to the Offer

Except as stated below, our Company has not obtained any expert opinions:

i. Our Company has received written consent from the Statutory & Peer Review Auditors, holding a valid
peer review certificate from ICAI, to include their name as required under Section 26(5) of the Companies
Act, 2013 read with SEBI ICDR Regulations namely, Rishi Kapoor & Company, Chartered Accountants,
to include their name as required under section 26 (5) of the Companies Act, 2013 read with SEBI ICDR
Regulations, in this RHP, and as an “expert” as defined under section 2(38) of the Companies Act, 2013
to the extent and in their capacity as our Statutory Auditors, and in respect of their: (i) examination report,
dated July 27, 2023 on our Restated Consolidated Financial Information; and (ii) the Statement of Special
Tax Benefits available to the Company, the Shareholders dated July 27, 2023, included in this Red Herring
Prospectus.

Such consents have not been withdrawn as on the date of this RHP. However, the term “expert” and the consent
thereof shall not be construed to mean an “expert” or consent within the meaning as defined under the U.S.
Securities Act.

Public or rights issues by our Company during the last five years and performance vis-à-vis objects – our
Company

Other than as disclosed in the “Capital Structure – Notes to the capital structure” on page 109-110, our Company
has not made any public or rights issue during the five years immediately preceding the date of this Red Herring
Prospectus.

Commission and brokerage paid on previous issues

Since this is an initial public offer of Equity Shares, 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
our Company’s incorporation.

Capital issue by our Company, listed group companies, Subsidiaries and associates during the previous
three years

Our Company does not have any listed group companies, listed associates and listed Subsidiaries. For details in
relation to the capital issuances by our Company in the three years preceding the date of filing the Red Herring
Prospectus, see “Capital Structure – Notes to the capital structure” on page 109-110.

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Performance vis-à-vis objects – Last issue of Listed Subsidiaries or Listed Promoter

Our Promoters and Subsidiaries are not listed on any stock exchange.

Price information of past issues handled by the BRLM

1. Price information of past issues handled by Khambatta Securities Limited

Sr. Issue name Issue Issu Listing Openin +/- % change +/- % change +/- %
No size e Date g price in closing in closing change in
. (Rs. pric on price, [+/-% price, [+/-% closing
Crores e Listing change in change in price, [+/-%
) (Rs.) Date Closing closing change in
(Rs.) benchmark] benchmark] Closing
30th calendar 90th calendar benchmark]
days from days from 180th
listing listing Calendar
days from
listing
1. Rudrabhishe 18.73 41 July 13, 41.25 -1.68[+3.05] -1.56[+2.32] +15.95[+0.6
k 2018 0]
Enterprises
Limited
2. Gayatri 4.58 30.0 Februar 35.00 +18.67[-1.13] +35.67[+2.67] +93.17[9.71]
Rubbers and 0 y 07,
Chemicals 2023
Limited
3. Vels Films 33.74 99.0 March 101 0.00[+2.60] +1.92[+9.54] N.A.
International 0 22,
Limited 2023
4. Quality 4.52 60 March 100 +62.33[+3.21] +50.08[+9.93] N.A.
Foils (India) 24,
Limited 2023
5. Quicktouch 9.33 61 May 02, 92 +110.90[+2.0 +129.67[+8.9 N.A.
Technologie 2023 0] 9]
s Limited
6. De Neers 22.99 101 May 11, 190 +74.50[+1.12] +142.57[+6.9
Tools 2023 4]
Limited
Source: Price Information www.nseindia.com, Issue Information from respective Prospectus.

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 2. Summary statement of price information of past issues handled by Khambatta Securities Limited:

Finan Tot Total Nos. of IPOs Nos. of IPOs Nos. of IPOs Nos. of IPOs
cial al Fund trading at trading at trading at trading at
Year no. s discount on as on premium on as on discount as on premium as on
of raise 30th calendar days 30th calendar days 180th calendar 180th calendar
IP d from listing date from listing date days from listing
Os (Rs. date
Cror Ov Betw Le Ov Betw Le Ov Betw Le Ov Betw Le
es) er een ss er een ss er een ss er een ss
50 25%- tha 50 25%- tha 50 25%- tha 50 25%- tha
% 50% n % 50% n % 50% n % 50% n
25 25 25 25
% % % %
2023- 2 32.32 - - - 2 - - - - - - - -
24
2022- 3 42.84 - - - 1 - 2 - - - 1 - -
23
2021- - - - - - - - - - - - - - -
22

Notes:
a) Based on date of listing.
b) BSE SENSEX and CNX NIFTY have been considered as the benchmark index.
c) Prices on BSE/NSE are considered for all of the above calculations.
d) In case 30th /90th /180th day is not a trading day, closing price on BSE/NSE of the next trading day has
been considered.
e) In case 30th /90th /180th day, scrip are not traded then last trading price has been considered.
f) N.A. – Period not completed.
g) As per SEBI Circular No. CIR/CFD/DIL/7/2015 dated October 30, 2015, the above table should reflect
max. 10 issues (initial public offerings managed by the lead manager. Hence, disclosures pertaining to
recent 10 issues handled by lead manager are provided.

Track record of past issues handled by the BRLM

For details regarding the track record of the BRLM, as specified in Circular reference CIR/MIRSD/1/2012 dated
January 10, 2012 issued by SEBI, please see the websites of the BRLM as set forth in the table below:

Sr, No. Name of BRLM Website

1. Khambatta Securities Limited www.khambattasecurities.com

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 SECTION VII – ISSUE RELATED INFORMATION
TERMS OF THE ISSUE

The Equity Shares being offered, issued and allotted pursuant to the Issue shall be subject to the provisions of the
Companies Act, SEBI ICDR Regulations, SEBI Listing Regulations, the SCRA, the SCRR, the Memorandum of
Association and Articles of Association, the terms of the Red Herring Prospectus, the Prospectus, the abridged
prospectus, the Bid cum Application Form, any Revision Form, the CAN or Allotment Advice and other terms
and conditions as may be incorporated in the Allotment Advice and other documents or certificates that may be
executed in respect of the Issue. The Equity Shares shall also be subject to laws as applicable, guidelines, rules,
notifications and regulations relating to the issue of capital and listing and trading of securities issued from time
to time by SEBI, the GoI, 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 the SEBI, the RBI, the
GoI, the Stock Exchanges, the RoC or any other authority while granting its approval for the Issue.

Ranking of Equity Shares

The Equity Shares being issued and transferred pursuant to the Issue will be subject to the provisions of the
Companies Act, the SEBI Listing Regulations, the MoA and the AoA and will rank pari passu in all respects with
the existing Equity Shares of our Company, including in respect of dividends and other corporate benefits, if any,
declared by our Company, after the date of Allotment. For more information, see “Main Provisions of Articles of
Association” on page no. 502.

Mode of Payment of Dividend

Our Company shall pay dividend, if declared, to our Shareholders, as per the provisions of the Companies Act,
the SEBI Listing Regulations, our MoA and the AoA, and any guidelines or directives that may be issued by the
GoI in this respect. Any dividends declared, after the date of Allotment in this Issue, will be payable to the Bidders
who have been Allotted Equity Shares in the Issue, for the entire year, in accordance with applicable law. For
more information, see “Dividend Policy” and “Main Provisions of Articles of Association” on page no. 317 and
502 respectively.

Face Value, Issue Price and Price Band

The face value of each Equity Share is Rs. 10 and the Issue Price at the lower end of the Price Band is Rs. [●] per
Equity Share and at the higher end of the Price Band is Rs. [●] per Equity Share. The Anchor Investor Issue Price
is Rs. [●] per Equity Share.

The Price Band and the minimum Bid Lot size will be decided by our Company in consultation with the BRLM,
and will be advertised, at least two Working Days prior to the Bid/ Issue Opening Date, in all edition of Business
Standard (a widely circulated English national daily newspaper), in all editions of Business Standard (a widely
circulated Hindi national daily newspaper) and in all editions of Business Standard (a widely circulated regional
Hindi newspaper, Hindi also being the regional language of Delhi, Delhi where the Registered Office is located)
each with wide circulation and shall be made available to the Stock Exchanges for the purpose of uploading on
their respective 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 respective websites of the
Stock Exchanges.

At any given point of time there shall be only one denomination of the Equity Shares of our Company, subject to
applicable laws.

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Compliance with SEBI ICDR Regulations

Our Company shall comply with all requirements of the SEBI (ICDR) Regulations. Our Company shall comply
with all disclosure and accounting norms as specified by SEBI from time to time.

The Issue

The Issue comprises a Fresh Issue and Offer for Sale by the Selling Shareholder.

Compliance with disclosure and accounting norms

Our Company shall comply with all applicable 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 our Articles of Association, our Shareholders
shall have the following rights:

▪ Right to receive dividends, if declared;

▪ 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 offers 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;

▪ Such other rights, as may be available to a shareholder of a listed public company under the Companies
Act, the SEBI Listing Regulations, and our Memorandum of Association and Articles of Association.

For a detailed description of the main provisions of the Articles of Association of our Company relating to voting
rights, dividend, forfeiture and lien, transfer, transmission and/or consolidation or splitting, see “Main Provisions
of Articles of Association” beginning on page no. 502.

Allotment only in Dematerialised Form

Pursuant to Section 29 of the Companies Act, 2013 and the SEBI ICDR Regulations, the Equity Shares shall be
allotted only in dematerialised form. As per the SEBI ICDR Regulations, the trading of the Equity Shares shall
only be in dematerialized form. In this context, two agreements have been signed amongst our Company, the
respective Depositories and the Registrar to the Issue:

1) Tripartite agreement dated February 16, 2023 between our Company, NSDL and the Registrar and Share
Transfer Agent to the Issue.

2) Tripartite agreement dated March 16, 2023 between our Company, CDSL and the Registrar and Share
Transfer Agent to the Issue.

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Market Lot and Trading Lot

Since trading of our Equity Shares is in dematerialized form, the tradable lot is one Equity Share. Allotment in
this issue will be in multiples of one Equity Share subject to a minimum Allotment of [●] Equity Shares. For the
method of Basis of Allotment, see “Issue Procedure” on page no. 478.

Joint Holders

Subject to the provisions of the Articles of Association, where two or more persons are registered as the holders
of the Equity Shares, they will be deemed to hold such Equity Shares as joint tenants with benefits of survivorship.

Jurisdiction

The courts of Delhi, India will have exclusive jurisdiction in relation to this Issue.

Nomination facility to investors

In accordance with Section 72 of the Companies Act read with Companies (Share Capital and Debentures) Rules,
2014, as amended, the sole Bidder, or the first Bidder along with other joint Bidders, may nominate any one person
in whom, in the event of the death of sole Bidder or in case of joint Bidders, death of all the Bidders, 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 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 the prescribed manner, 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, transfer or
alienation 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 our
Corporate Office or to the registrar and transfer agents of our Company.

Any person who becomes a nominee by virtue of the provisions 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

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.

Since the Allotment of Equity Shares in the Issue will be made only in dematerialized mode there is no need to
make a separate nomination with our Company. Nominations registered with respective Depository Participant of
the Bidder would prevail. If the Bidder wants to change the nomination, they are requested to inform their
respective Depository Participant.

Our Company shall comply with such disclosure and accounting norms as may be specified by SEBI from time
to time.

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Withdrawal of the Issue

Our Company in consultation with the BRLM, reserves the right not to proceed with the Issue after the Bid/ Issue
Opening Date but before the 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 Bid/ Issue Closing Date
or such other time as may be prescribed by SEBI, providing reasons for not proceeding with the Issue. The BRLM,
through the Registrar to the Issue, shall notify the SCSBs and the Sponsor Bank, in case of RIBs using the UPI
Mechanism, to unblock the bank accounts of the ASBA Bidders and the BRLM shall notify the Escrow Collection
Bank to release / refund the Bid Amounts to the Anchor Investors, within one Working Day from the date of
receipt of such notification. Our Company shall also inform the same to the Stock Exchanges on which Equity
Shares are proposed to be listed.

Notwithstanding the foregoing, the Issue is also subject to obtaining (i) the final listing and trading approvals of
the Stock Exchanges, which our Company shall apply for after Allotment, and (ii) the final RoC approval of the
prospectus after it is filed with the RoC. If our Company 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
Red Herring Prospectus with SEBI and the Stock Exchanges.

ISSUE PROGRAM

ISSUE OPENS ON(1) September 08, 2023

ISSUE CLOSES ON September 12, 2023
(1)Our Company may, in consultation with the BRLM, consider participation by Anchor Investors. The Anchor
investor Bidding Date shall be one Working Day prior to the Bid/ Issue Opening Date in accordance with the
SEBI ICDR Regulations.

An indicative timetable in respect of the Issue is set out below:

Event Indicative Date

Issue Closing Date September 12, 2023
Finalization of Basis of Allotment with the Designated Stock Exchange On or before September 15, 2023
Initiation of Refunds (if any, for Anchor Investors) / unblocking of funds On or before September 18, 2023
from ASBA Account
Credit of Equity Shares to demat account of the Allottees On or before September 20, 2023
Commencement of trading of the Equity Shares on the Stock Exchanges On or before September 21, 2023

The above time-table is indicative in nature and does not constitute any obligation or liability on our
Company or the Members of the Syndicate. While our Company will use best efforts to ensure that listing
and trading of our Equity Shares on the Stock Exchanges commences within six Working Days of the
Bid/Issue Closing Date or such other period as may be prescribed by SEBI, the timetable may be subject
to change for various reasons, including extension of Bid/Issue Period by our Company due to revision of
the Price Band, any delays in receipt of final listing and trading approvals from the Stock Exchanges, delay
in receipt of final certificates from SCSBs, etc. The commencement of trading of the Equity Shares will be
entirely at the discretion of the Stock Exchanges in accordance with applicable law.

SEBI is in the process of streamlining and reducing the post issue timeline for IPOs. Any circulars or notifications
from SEBI after the date of this Red Herring Prospectus may result in change of the above - mentioned timelines

Except in relation to the Bids received from the Anchor Investors, Bids and any revision in Bids will be accepted
only between 10.00 a.m. and 5.00 p.m. (Indian Standard Time) during the Bid/Issue Period at the Bidding Centers,
except that on the Bid/Issue Closing Date (which for QIBs may be a day prior to the Bid/Issue Closing Date for
non-QIBs), Bids will be accepted only between 10.00 a.m. and 3.00 p.m. (Indian Standard Time) and uploaded

470 | P a g e
until (i) 4.00 p.m. (Indian Standard Time) for Bids by QIBs and Non-Institutional Investors; and (ii) 5.00 p.m. or
such extended time as permitted by the Stock Exchanges (Indian Standard Time) in case of Bids by Retail
Individual Bidders and Eligible Employees bidding in the Employee Reservation Portion. On the Bid/Issue
Closing Date, extension of time may be granted by the Stock Exchanges only for uploading Bids received from
Retail Individual Bidders and Eligible employees bidding in the Employee Reservation Portion, after taking into
account the total number of Bids received up to closure of timings for acceptance of Bid cum Application Forms
as stated herein and reported by the BRLM to the Stock Exchanges.

For the avoidance of doubt, it is clarified that Bids not uploaded on the electronic bidding system or in
respect of which the full Bid Amount is not blocked by SCSBs and the Sponsor Bank will be rejected

Due to limitation of time available for uploading Bids on the Bid/Issue Closing Date, Bidders are advised to
submit Bids one day prior to the Bid/Issue Closing Date and, in any case, no later than 1.00 p.m. (Indian Standard
Time) on the Bid/Issue Closing Date. Bidders are cautioned that if a large number of Bids are received on the
Bid/Issue Closing Date, as is typically experienced in public issues, which may lead to some Bids not being
uploaded due to lack of sufficient time to upload, such Bids that cannot be uploaded on the electronic bidding
system will not be considered for allocation in the Issue. It is clarified that Bids not uploaded on the electronic
bidding system or in respect of which the full Bid Amount is not blocked by the SCSBs would be rejected. Our
Company and the members of Syndicate will not be responsible for any failure in uploading Bids due to faults in
any hardware/software system or otherwise. Bids will be accepted only on Working Days. Investors may please
note that as per letters dated July 3, 2006 and July 6, 2006, issued by the BSE and NSE respectively, Bids and any
revisions in Bids shall not be accepted on Saturdays and public holidays as declared by the Stock Exchanges.

Our Company in consultation with the BRLM, reserve the right to revise the Price Band during the Bid/Issue
Period, in accordance with the SEBI ICDR Regulations, provided that the Cap Price will be less than or equal to
120% of the Floor Price, the cap of price band shall be atleast 105% of Floor Price and the Floor Price will not be
less than the face value of the Equity Shares. Subject to compliance with the foregoing, the Floor Price may move
up or down to the extent of 20% of the Floor Price and the Cap Price be revised accordingly.

In case of any revision to the Price Band, the Bid/Issue Period will be extended by at least three additional
Working Days after such revision of the Price Band, subject to the total Bid/Issue Period not exceeding 10
Working Days. In cases of force majeure, our Company may, for reasons to be recorded in writing, extend
the Bid / Issue Period for a minimum of three Working Days, subject to the Bid/ Issue Period not exceeding
10 Working Days. Any revision in the Price Band and the revised Bid/Issue Period, if applicable, will be
widely disseminated by notification to the Stock Exchanges, by issuing a press release, and also by
indicating the change on the websites of the Book Running Lead Managers and at the terminals of the other
Members of the Syndicate and by intimation to Designated Intermediaries. However, in case of revision in
the Price Band, the Bid Lot shall remain the same.

In case of discrepancy in data entered in the electronic book vis-à-vis data contained in the Bid cum Application
Form for a particular Bidder, the details as per the Bid file received from the Stock Exchanges shall be taken as
the final data for the purpose of Allotment.

Minimum Subscription

In the event our Company does not receive (i) a minimum subscription of 90% of the Issue, and (ii) a subscription
in the Issue equivalent to minimum number of securities as specified in Rule 19(2) of the SCRR, including through
devolvement to the Underwriters, as applicable, our Company shall forthwith refund the entire subscription
amount received no later than 15 days from the Bid / Issue Closing Date, failing which, the directors of our
Company who are officers in default shall jointly and severally be liable to repay that money with interest at the
rate of 15% per annum. If there is a delay beyond such period, our Company shall pay such interest prescribed
under the Companies Act, 2013, read with the applicable rules framed thereunder. Our Company in consultation

471 | P a g e
with the BRLM, reserve the right not to proceed with the Issue for any reason at any time after the Bid / Issue
Opening Date but before the Allotment of Equity Shares.

In case of non-receipt of minimum subscription, application money of Anchor Investors to be refunded shall be
credited only to the bank account from which the subscription was remitted. Further, in accordance with
Regulation 49(1) of the SEBI ICDR Regulations, our Company shall ensure that the number of prospective
allottees to whom the Equity Shares will be Allotted will be not less than 1,000.

Arrangements for Disposal of Odd Lots

Since the Equity Shares will be treated in dematerialized form only, and the market lot for the Equity Shares will
be one Equity Share, there are no arrangements for disposal of odd lots.

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.

Restrictions, if any on Transfer and Transmission of Equity Shares

Except for lock-in of the pre-Issue capital of our Company, the minimum Promoter’s contribution and the Anchor
Investor lock-in in the Issue as detailed in “Capital Structure” on page no. 108, except as provided in the Articles
of Association as detailed in “Main Provisions of the Articles of Association” on page no. 502, there are no
restrictions on transfers and transmission of Equity Shares and on their consolidation/ splitting.

472 | P a g e
 ISSUE STRUCTURE

Public Issue of upto [●] Equity Shares for cash at price of Rs. [●] (including a share premium of Rs. [●] per Equity
Share) aggregating up to Rs. [●] lakhs comprising of a Fresh Issue of upto [●] Equity Shares aggregating up to
Rs. 14,624.00 lakhs by our Company and an Offer of Sale of up to 82,94,118 Equity Shares aggregating up to Rs.
[●] lakhs by the Selling Shareholder.

Our Company has, in consultation with the BRLM, undertaken a Pre-IPO Placement of 16,00,000 Equity Shares
at an issue price of Rs. 211 per Equity Share (including a premium of Rs. 201 per Equity Share) aggregating
Rs.3,376.00 Lakhs. The size of the Fresh Issue of up to Rs. 18,000.00 Lakhs has been reduced by Rs. 3,376.00
Lakhs pursuant to the Pre-IPO Placement and the revised size of the Fresh Issue is up to Rs.14,624.00 Lakhs. For
risk regarding apprehension/concerns of the listing of our Equity Shares on the Stock Exchanges see ‘Risk Factors
- There is no guarantee that our Equity Shares will be listed on the BSE and the NSE in a timely manner or at all’
on page 75.

The Issue and the Net Issue will constitute [●] % and [●] %, respectively of the post-issue paid-up Equity Share
capital of our Company.

The Issue is being made through the Book Building Process:

Retails Individual
Particulars QIBs(1) Non-Institutional Bidders
Bidders
Number of Equity Not more than [●] Not less than [●] Equity Not less than [●] Equity
Shares available for Equity Shares Shares available for Shares available for
allotment/allocation allocation or Net Issue less allocation or Net Issue less
allocation to QIBs Bidders allocation to QIBs Bidders
and Retail Individual and Non- Institutional
Bidders Bidders
Percentage of Issue Not more than 50% of Not less than 15% of the Net Not Less than 35% of the
size available for the Issue size shall be Issue or the Net Issue less Net Issue or the Net Issue
Allotment / allocated to QIB allocation to the QIB less allocation to the QIB
(2)
allocation Bidders. However, up to Bidders and Retail Bidders and Non-
5% of the QIB Portion Individual Bidders will be Institutional Bidders will be
(excluding the Anchor available for allocation. available for allocation
Investor Portion) will be
available for allocation Provided that the
proportionately to unsubscribed portion in
Mutual Funds only. either of the sub-categories
Mutual Funds specified above may be
participating in the allocated to applicants in the
Mutual Fund Portion other sub-category of Non-
will also be eligible for Institutional Bidders.
allocation in the
remaining balance QIB
Portion (excluding the
Anchor Investor
Portion). The
unsubscribed portion in
the Mutual Fund portion
will be available to other
QIBs.

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Basis of Allotment Proportionate as The allocation to each Non- Proportionate, subject to the
if respective follows: Institutional Investor shall minimum bid lot. The
category is (excluding Anchor not be less than minimum allotment to each Retail
oversubscribed* Investor Portion) application size i.e., [•] Individual Bidder shall not
Equity Shares, in be less than the minimum
a) Upto [●] Equity accordance with the SEBI Bid Lot, subject to
Shares shall be ICDR Regulations, subject availability of Equity
available for to the availability of Equity Shares in the Retail Portion
allocation on a Shares in Non-Institutional and the remaining available
proportionate basis to Investors’ category, and the Equity Shares if any, shall
Mutual Funds only; remaining Equity Shares, if be allotted on a
and any, shall be allocated on a proportionate basis. For
proportionate basis, subject details see, “Issue
b) Upto [●] Equity to valid Bids being received Procedure” on page 478.
Shares shall be at or above the Issue Price.
allotted on a One third of the portion
proportionate basis to available to Non-
all QIBs, including Institutional Investors shall
Mutual Funds be reserved for applicants
receiving allocation with application size of
as per (a) above. more than Rs. 2 lakhs and
up to Rs. 10 lakhs, and two
c) Upto [●] Equity third of the portion available
Shares may be to Non-Institutional
allocated on a investors shall be reserved
discretionary basis to for applicants with
Anchor Investors of application size of more
which one-third shall than Rs. 10 lakhs.
be available for
allocation to Mutual
Funds only, subject
to valid Bid received
from Mutual Funds at
or above the Anchor
Investor Allocation
Price.
Minimum Bid Such number of Equity Such number of Equity [●] Equity Shares and in
Shares in multiples of Shares in multiples of [●] multiples of [●] Equity
[●] Equity Shares so thatEquity Shares so that the Shares thereafter.
the Bid Amount exceeds Bid Amount exceeds Rs. 2.0
Rs. 2.0 Lakhs. Lakhs.
Maximum Bid Such number of Equity Such number of Equity Such number of Equity
Shares in multiples of Shares in multiples of [●] Shares in multiples of [●]
[●] Equity Shares so thatEquity Shares so that the Equity Shares so that the
the Bid Amount does not Bid Amount does not Bid Amount does not
exceeds the size of the exceeds the size of the exceed Rs. 2.0 Lakhs.
Issue, subject toIssue, (excluding the QIB
applicable limits to the Category) subject to
Bidder. applicable limits to the
Bidder.
Mode of Allotment Compulsorily in dematerialised form.
Bid Lot [●] Equity Shares and in multiples of [●] Equity Shares thereafter.

474 | P a g e
Allotment Lot A minimum of [●] A minimum of [●] Equity A minimum of [●] Equity
Equity Shares and Shares and thereafter in Shares and thereafter in
thereafter in multiples of multiples of [●] Equity multiples of [●] Equity
[●] Equity Share. Share. Share, subject to availability
in the Retail Portion.
Trading Lot 1 Equity Shares
Public financial Resident Indian individuals, Resident Indian individuals,
institutions as specified Eligible NRIs, HUFs (in the Eligible NRIs and HUFs (in
in Section 2(72) of the name of Karta), companies, the name of the karta)
Companies Act, 2013, corporate bodies, scientific
scheduled commercial institutions, societies, trusts
banks, mutual funds, and FPIs who are
FPIs other than individuals, corporate
individuals, corporate bodies and family offices
bodies and family which are categorised as
offices, VCFs, AIFs, category II FPIs and
FVCIs registered with registered with SEBI
SEBI, multilateral and
bilateral development
financial institutions,
state industrial
development
corporation, insurance
companies registered
with IRDAI, provident
Who can Apply(3)
funds (subject to
applicable law) with
minimum corpus of Rs.
2,500 lakhs, pension
funds with minimum
corpus of Rs. 2,500
lakhs National
Investment Fund set up
by the Government of
India, the insurance
funds set up and
managed by army, navy
or air force of the Union
of India, insurance funds
set up and managed by
the Department of Posts,
India and Systemically
Important Non-Banking
Financial Companies.
Terms of Payment In case of all other Bidders: Full Bid Amount shall be blocked by the SCSBs in the
bank account of the ASBA Bidders (other than Anchor Investors) or by the Sponsor
Bank through the UPI Mechanism (only RIBs) that is specified in the ASBA Form at
the time of submission of the ASBA Form.

In case of Anchor Investors: Full Bid Amount was payable by the Anchor Investors
at the time of submission of the Anchor Investor Application Form (4)

475 | P a g e
 Mode of Bidding Only through the ASBA Only through the ASBA Only through the ASBA
process (except for process including the UPI process. In case of Retail
Anchor Investors). Mechanism for an Individual Investors, ASBA
application size of upto Rs. process will include the UPI
5.00 lakhs. mechanism.
*Assuming full subscription in the Issue
(1)
Our Company may, in consultation with the BRLM, allocate up to 60% of the QIB Portion to Anchor Investors
at the Anchor Investor Issue Price, on a discretionary basis, subject to there being (i) a maximum of two Anchor
Investors, where allocation in the Anchor Investor Portion is up to Rs.1,000 lakhs, (ii) minimum of two and
maximum of 15 Anchor Investors, where the allocation under the Anchor Investor Portion is more than Rs.1,000
lakhs but up to Rs.25,000 lakhs under the Anchor Investor Portion, subject to a minimum Allotment of Rs.500
lakhs per Anchor Investor, and (iii) in case of allocation above Rs.25,000 lakhs under the Anchor Investor Portion,
a minimum of five such investors and a maximum of 15 Anchor Investors for allocation up to Rs.25,000 lakh,, and
an additional 10 Anchor Investors for every additional Rs.25,000 lakhs or part thereof will be permitted, subject
to minimum allotment of Rs.500 lakhs per Anchor Investor. An Anchor Investor will make a minimum Bid of such
number of Equity Shares, that the Bid Amount is at least Rs.1,000 lakhs. One-third of the Anchor Investor Portion
will be reserved for domestic Mutual Funds, subject to valid Bids being received at or above the price at which
allocation is made to Anchor Investors, which price shall be determined by the Company in consultation with the
BRLM. In the event of under-subscription or non-Allotment in the Anchor Investor Portion, the balance Equity
Shares in the Anchor Investor Portion shall be added to the Net QIB Portion.

(2)
Subject to valid Bids being received at or above the Issue Price. This Issue is being made in accordance with
Rule 19(2)(b) of the SCRR and Regulation 6(1) of the SEBI ICDR Regulations.

Subject to valid Bids being received at or above the Issue Price, under-subscription, if any, in the Non-Institutional
Portion or the Retail Portion would be allowed to be met with spill-over from other categories or a combination
of categories at the discretion of our Company and the Selling Shareholder, in consultation with the BRLM and
the Designated Stock Exchange, on a proportionate basis. 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. For further
details, please see “Terms of the Issue” on page 467.

(3)
In case of joint Bids, the Bid cum Application Form should contain only the name of the first Bidder whose name
should also appear as the first holder of the beneficiary account held in joint names. The signature of only such
first Bidder would be required in the Bid cum Application Form and such first Bidder would be deemed to have
signed on behalf of the joint holders.

(4)
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. Bidders will be
required to confirm and will be deemed to have represented to our Company, the Promoter, the Underwriters,
their respective directors, officers, agents, affiliates and representatives that they are eligible under applicable
law, rules, regulations, guidelines and approvals to acquire the Equity Shares.

Bidders will be required to confirm and will be deemed to have represented to our Company, the
Underwriters, their respective directors, officers, agents, affiliates and representatives that they are eligible
under applicable law, rules, regulations, guidelines and approvals to acquire Equity Shares under the Issue.

Bids by FPIs with certain structures as described under “Issue Procedure” on page 478 and having same PAN
may be collated and identified as a single Bid in the Bidding process. The Equity Shares Allocated and Allotted
to such successful Bidders (with same PAN) may be proportionately distributed.

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In case of any revision in the Price Band, the Bid/ Issue Period shall be extended for at least 3 (three) additional
Working Days after such revision of the Price Band, subject to the total Bid/ Issue Period not exceeding 10 (ten)
Working Days. Any revision in the Price Band, and the revised Bid/ Issue Period, if applicable, shall be widely
disseminated by notification to the Stock Exchanges by issuing a press release and also by indicating the change
on the websites of the BRLM and at the terminals of the members of the Syndicate.

In case of discrepancy in the data entered in the electronic book vis-à-vis the data contained in the physical Bid
cum Application Form for a particular Bidder, the details as per the Bid file received from the Stock Exchanges
may be taken as the final data for the purpose of Allotment.

Withdrawal of the Issue

The Issue shall be withdrawn in the event the requirement of the minimum subscription as prescribed under
Regulation 45 of the SEBI ICDR Regulations is not fulfilled. Our Company and the Selling Shareholder, in
consultation with the BRLM, reserves the right not to proceed with the Issue after the Bid/Issue Opening Date but
before the 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 Bid/Issue Closing Date or such other time as may
be prescribed by SEBI, providing reasons for not proceeding with the Issue. The BRLM, through the Registrar to
the Issue, shall notify the SCSBs and the Sponsor Bank to unblock the bank accounts of the ASBA/ RIIs Bidding
using the UPI Mechanism within one Working Day from the date of receipt of such notification. Our Company
shall also inform the same to the Stock Exchanges on which the Equity Shares are proposed to be listed.

Notwithstanding the foregoing, the Issue is also subject to obtaining (i) the final listing and trading approvals of
the Stock Exchanges, which our Company shall apply for after Allotment, and (ii) the final RoC approval of the
Prospectus after it is filed with the RoC.

If our Company or Selling Shareholder, 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 Red Herring
Prospectus with SEBI and the Stock Exchanges.

477 | P a g e
 ISSUE PROCEDURE

All Bidders should read the General Information Document for Investing in Public Issues prepared and issued in
accordance with the circular no. SEBI/HO/CFD/DIL1/CIR/P/2020/37 dated March 17, 2020 and the UPI
Circulars (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 Exchanges and
the BRLM. Please refer to the relevant provisions of the General Information Document which are applicable to
the Issue.

Additionally, all Bidders may refer to the General Information Document for information in relation to (i)
Category of investor eligible to participate in the Issue; (ii) maximum and minimum Bid size; (iii) price discovery
and allocation; (iv) Payment Instructions for ASBA Bidders/Applicants; (v) Issuance of CAN and Allotment in the
Issue; (vi) General instructions (limited to instructions for completing the Bid 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 Companies Act, 2013 relating to punishment for fictitious applications; (xii) mode
of making refunds; and (xiii) interest in case of delay in Allotment or refund.

SEBI through 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 and circular no.
SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 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 UPI Bidders 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 Offer will be
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 and SEBI circular no.
SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022, has introduced certain additional measures for
streamlining the process of initial public offers and redressing investor grievances. This circular is effective for
initial public offers opening on or after May 1, 2021, except as amended pursuant to SEBI circular no.
SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021, and the provisions of this circular, as amended, are
deemed to form part of this Red Herring Prospectus. Furthermore, pursuant to SEBI circular no.
SEBI/HO/CFD/DIL2/P/CIR/P/2022/45 dated April 5, 2022, all individual bidders in initial public offerings
(opening on or after May 1, 2022) whose application sizes are up to Rs. 0.5 million shall use the UPI Mechanism.
Subsequently, pursuant to SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022,
applications made using the ASBA facility in initial public offerings (opening on or after September 1, 2022) shall
be processed only after application monies are blocked in the bank accounts of investors (all categories).

478 | P a g e
In case of any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI
Mechanism) exceeding four Working Days from the Bid/Offer Closing Date, the Bidder shall be compensated at
a uniform rate of Rs. 100 per day for the entire duration of delay exceeding four Working Days from the Bid/Offer
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.

Our Company, selling shareholder and the Members of the Syndicate do not accept any responsibility for the
completeness and accuracy of the information stated in this section and the General Information Document and is
not liable for any amendment, modification or change in the applicable law which may occur after the date of this
Red Herring 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 Equity Shares that can be held by them under applicable law or as specified in this Red Herring Prospectus,
Red Herring Prospectus and the Prospectus.

Further, the Company and the BRLM are not liable for any adverse occurrences consequent to the implementation
of the UPI Mechanism for application in this Issue.

Book Building Procedure

The Issue is being made in the terms of Rule 19 (2) (b) of SCRR through the Book Building Process in accordance
with Regulation 6(1) of the SEBI ICDR Regulations, wherein 50% (not more than 50%) of the Issue shall be
allocated to QIBs on a proportionate basis, provided that our Company, in consultation with the Book Running
Lead Manager, may allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary basis in
accordance with the SEBI ICDR Regulations of which one-third shall be reserved for domestic Mutual Funds,
subject to valid Bids being received from them at or above the Anchor Investor Allocation Price. 5% of the QIB
Portion (excluding the Anchor Investor Portion) shall be available for allocation on a 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 (other than Anchor Investors), including Mutual Funds, subject to valid Bids being received at or
above the Issue Price. Further, 15% (not less than 15%) of the Issue shall be available for allocation on a
proportionate basis to Non-Institutional Bidders and 35% (not less than 35%) 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 the QIB Category, would be allowed to be met with spill-over
from any other category or categories, as applicable, at the discretion of the Exchange, in consultation with the
BRLM and the Designated Stock Exchange, subject to applicable laws. 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.

The Equity Shares, on Allotment, shall be traded only in the dematerialised segment of the Stock Exchanges.

Phased implementation of Unified Payments Interface

SEBI has issued UPI circulars in relation to streamlining the process of public issue of equity shares and
convertibles. Pursuant to the UPI Circulars, the UPI Mechanism 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 RIBs through intermediaries with the objective to reduce the time duration from public
issue closure to listing from six Working Days to up to three Working Days. Considering the time required for
making necessary changes to the systems and to ensure complete and smooth transition to the UPI payment
mechanism, the UPI Circulars proposes to introduce and implement the UPI payment mechanism in three phases
in the following manner:

479 | P a g e
Phase I: This phase was applicable from January 1, 2019 until March 31, 2019 or floating of five main board
public issues, whichever is later. Subsequently, the timeline for implementation of Phase I was extended till June
30, 2019. Under this phase, an RIB had the option to submit the ASBA Form with any of the Designated
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.

Phase II: This phase has become applicable from July 1, 2019 and was to initially continue for a period of three
months or floating of five main board public issues, whichever is later. Subsequently, it was decided to extend the
timeline for implementation of Phase II until March 31, 2020. Further still, as per SEBI circular
SEBI/HO/CFD/DIL2/CIR/P/2020/50 dated March 30, 2020, the current Phase II of Unified Payments Interface
with Application Supported by Blocked Amount be continued till further notice. Under this phase, submission of
the ASBA Form by RIBs through Designated Intermediaries (other than SCSBs) to SCSBs for blocking of funds
will be discontinued and will be is replaced by the UPI Mechanism. However, the time duration from public issue
closure to listing continues to be six Working Days during this phase.

Phase III: The commencement period of Phase III is yet to be notified by SEBI. In this phase, the time duration
from public issue closure to listing is proposed to be reduced to three Working Days. Accordingly, upon
commencement of Phase III, the reduced time duration shall be applicable for the Issue.

The Issue will be made under UPI Phase II of the UPI Circular, unless UPI Phase III of the UPI Circular becomes
effective and applicable on or prior to the Bid/Issue Opening Date. If the Issue is made under UPI Phase III of the
UPI Circular, the same will be advertised in all edition of Business Standard (a widely circulated English national
daily newspaper), in all editions of Business Standard (a widely circulated Hindi national daily newspaper) and
in all editions of Pratah Kiran, a local Hindi newspaper in Delhi (a widely circulated Hindi newspaper, Hindi also
being the regional language of Delhi where the Registered Office is located) on or prior to the Bid/Issue Opening
Date and such advertisement shall also be made available to the Stock Exchanges for the purpose of uploading on
their respective websites.

Pursuant to the UPI Streamlining 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
Streaming 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 no later than one day from the date on which the Basis of
Allotment is finalised.

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, the relevant SCSB as
well as the post–Issue BRLM will be required to compensate the concerned investor.

Further, in terms of the UPI Circulars, the payment of processing fees to the SCSBs shall be undertaken pursuant
to an application made by the SCSBs to the BRLM, and such application shall be made only after (i) unblocking
of application amounts for each application received by the SCSB has been fully completed, and (ii) applicable
compensation relating to investor complaints has been paid by the SCSB.

All SCSBs offering facility of making application in public issues shall also provide facility to make application
using UPI. The issuers 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 Mechanism.

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NPCI vide circular reference no. NPCI/UPI/OC No. 127/ 2021-22 dated December 09, 2021, inter alia, has
enhanced the per transaction limit in UPI from Rs. 2 lakh to Rs. 5 lakh for UPI based Application Supported by
Blocked Amount (ASBA) in Initial Public Offers(IPOs).

Further, pursuant to SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/45 dated April 5, 2022, all UPI Bidders
applying in public issues where the application amount is up to Rs. 500,000 shall use the UPI Mechanism and
shall also provide their UPI ID in the Bid cum Application Form submitted with any of the entities mentioned
herein below:

i. A syndicate Member;

ii. 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);

iii. a Depository Participant (whose name is mentioned on the website of the stock exchange as eligible for
this activity);

iv. a registrar to an issue and share transfer agent (whose name is mentioned on the website of the stock
exchange as eligible for this activity).

For further details, refer to the General Information Document available on the websites of the Stock Exchanges
and the BRLM.

Electronic registration of Bids

i. The Designated Intermediary may register the Bids using the online facilities of the Stock Exchanges. The
Designated Intermediaries can also set up facilities for off-line electronic registration of Bids, subject to
the condition that they may subsequently upload the off-line data file into the online facilities for Book
Building on a regular basis before the closure of the Offer;

ii. On the Bid/Offer Closing Date, the Designated Intermediaries may upload the Bids till such time as may
be permitted by the Stock Exchanges and as disclosed in this Red Herring Prospectus.

iii. Only Bids that are uploaded on the Stock Exchanges Platform are considered for allocation/Allotment.
The Designated Intermediaries shall modify select fields uploaded in the Stock Exchange Platform during
the Bid/Offer Period till 5.00 pm on the Bid/Offer Closing Date after which the Stock Exchange(s) send
the bid information to the Registrar to the Issue for further processing.

Bid cum Application Form

Copies of the Bid cum Application Form and the abridged prospectus will be available with the Designated
Intermediaries at relevant Bidding Centers and at our Corporate Office of our Company. An electronic copy of
the Bid cum Application Forms will also be available for download on the websites of the NSE
(www.nseindia.com) and the BSE (www.bseindia.com) at least one day prior to the Bid/Issue Opening Date. For
Anchor Investor, the Anchor Investor Application Form will be available at the office of the Book Running Lead
Manager.

All Bidders (other than Anchor Investors) must provide bank account details and authorisation by the ASBA bank
account holder to block funds in their respective ASBA Accounts in the relevant space provided in the Bid cum
Application Form and the Bid cum Application Form that does not contain such detail are liable to be rejected.

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Further, UPI Bidders using the UPI Mechanism must provide their UPI ID in the relevant space provided in the
ASBA Form and the ASBA Forms that do not contain such details will be rejected. Applications made by Retail
Individual Bidders using third party bank account or using third party linked bank account UPI ID are liable for
rejection. The Sponsor Bank shall provide details of the UPI linked bank account of the Bidders to the Registrar
to the Issue for purpose of reconciliation.

RIBs Bidding through the Designated Intermediaries can only Bid using the UPI Mechanism.

RIBs submitting a Bid-cum Application Form to any Designated Intermediary (other than SCSBs) should ensure
that only the UPI ID is mentioned in the relevant space provided in the Bid cum Application Form. ASBA Forms
submitted by RIBs to Designated Intermediary (other than SCSBs) with ASBA Account details in the relevant
space provided in the Bid cum Application Form, are liable to be rejected.

Further, such Bidders shall ensure that the Bids are submitted at the Bidding Centres only on Bid cum Application
Forms bearing the stamp of the relevant Designated Intermediary (except in case of electronic Bid cum
Application Forms) and Bid cum Application Forms (except electronic Bid-cum-Application Forms) not bearing
such specified stamp may be liable for rejection. 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. Designated Intermediaries (other than SCSBs) shall not accept
any ASBA Form from a RIB who is not Bidding using the UPI Mechanism.

The prescribed colour of the Bid cum Application Forms for various categories is as follows:

Category Colour of Bid cum Application Form(1)

Resident Indians including resident QIBs, Non- Institutional White
Investors, Retail Individual Bidders and Eligible NRIs applying
on a non-repatriation basis
FPIs applying on a repatriation basis Blue
Anchor Investors White(2)
(1)
excluding electronic Bid cum Application Form (Electronic Bid Cum Application forms and the Abridged
Prospectus will also be available for the download on the website of NSE (www.nseindia.com) and BSE
(www.bseindia.com)
(2)
Anchor Investor Application Forms shall be made available at the offices of the Book Running Lead Manager.

Designated Intermediaries (other than SCSBs) shall submit/deliver the Bid cum Application Form (except the Bid
cum Application Form from a RIB bidding using the UPI Mechanism) to the respective SCSB, where the Bidder
has a bank account and shall not submit it to any non-SCSB bank or any Escrow Bank. Further, SCSBs shall
upload the relevant Bid details (including UPI ID in case of ASBA Forms under the UPI Mechanism) in the
electronic bidding system of the Stock Exchanges. Stock Exchanges shall validate the electronic bids with the
records of the CDP for DP ID/Client ID and PAN, on a real time basis and bring inconsistencies to the notice of
the relevant Designated Intermediaries, for rectification and re-submission within the time specified by Stock
Exchanges. Stock Exchanges shall allow modification of either DP ID/Client ID or PAN ID, bank code and
location code in the Bid details already uploaded.

For UPI bidders using UPI Mechanism, the Stock Exchanges shall share the bid details (including UPI ID) with
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. The NPCI shall maintain an audit trail for every bid entered in the Stock Exchanges
bidding platform, and the liability to compensate UPI bidders (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 the Issue) at whose
end the lifecycle of the transaction has come to a halt. The NPCI shall share the audit trail of all disputed

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 transactions/ investor complaints to the Sponsor Banks and the Bankers to the 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.

In accordance with BSE Circular No: 20220803-40 and NSE Circular No: 25/2022, each dated August 3, 2022,
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 5:00 pm on the Bid/Offer Closing Date (“Cut-
Off Time”). Accordingly, UPI Bidders Bidding using through the UPI Mechanism 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 Sponsor Bank shall host a web portal for intermediaries (closed user group) from the date
of Bid/Issue Opening Date till the date of listing of the Equity Shares with details of statistics of mandate
blocks/unblocks, performance of apps and UPI handles, down-time/network latency (if any) across intermediaries
and any such processes having an impact/bearing on the Issue Bidding process

Who can Bid?

In addition to the category of Bidders set forth in the General Information Document, the following persons are
also eligible to invest in the Equity Shares under all applicable laws, regulations and guidelines:

• Scientific and/or industrial research organizations in India, which are authorised to invest in equity shares; and
• Any other person eligible to Bid in this Issue, under the laws, rules, regulations, guidelines and polices
applicable to them.

The Equity Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended
(the “U.S. 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 Regulations)
except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of
the U.S. Securities Act and applicable state securities laws in the United States. Accordingly, the Equity
Shares are being offered and sold outside the United States in offshore transactions in compliance with
Regulations under the U.S. Securities Act and 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 Bids may not be made by persons in any such
jurisdiction, except in compliance with the applicable laws of such jurisdiction.

Participation by Promoters, Promoter Group, BRLMs, associates and affiliates of the BRLMs, the
Syndicate Members, persons related to Promoter and Promoter Group

The BRLM and the Syndicate Member(s) shall not be allowed to purchase Equity Shares in this Issue in any
manner, except towards fulfilling their underwriting obligations. However, associates and affiliates of the BRLMs
and the Syndicate Member(s) may subscribe to or purchase Equity Shares in the Issue, in the QIB Portion or in
Non Institutional Portion as may be applicable to such Bidders. Such Bidding and subscription may be on their
own account or on behalf of their clients. All categories of investors, including associates or affiliates of BRLMs
and Syndicate Member(s), shall be treated equally for the purpose of allocation to be made on a proportionate
basis.

Neither (i) the BRLM or any associates of the BRLM, except Mutual Funds sponsored by entities which are
associates of the BRLM or insurance companies promoted by entities which are associate of BRLM or AIFs
sponsored by the entities which are associate of the BRLM or FPIs (other than individuals, corporate bodies and
family offices), sponsored by the entities which are associates of the BRLM nor; (ii) any “person related to the
Promoter and members of the Promoter Group” shall apply in the Issue under the Anchor Investor Portion.

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For the purposes of this section, a QIB who has any of the following rights shall be deemed to be a “person related
to the Promoter and members of the Promoter Group”: (a) rights under a shareholders’ agreement or voting
agreement entered into with the Promoter and members of the Promoter Group; (b) veto rights; or (c) right to
appoint any nominee director on our Board.

Further, an Anchor Investor shall be deemed to be an associate of the BRLM, if: (a) either of them controls,
directly or indirectly through its subsidiary or holding company, not less than 15% of the voting rights in the other;
or (b) either of them, directly or indirectly, by itself or in combination with other persons, exercises control over
the other; or (c) there is a common director, excluding a nominee director, amongst the Anchor Investor and the
BRLM. The members of the Promoter Group will not participate in the Issue.

Bids by Mutual Funds

With respect to Bids by Mutual Funds, a certified copy of their SEBI registration certificate must be lodged with
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 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 may be made in respect of each scheme of a Mutual Fund registered with
the SEBI and such Bids in respect of more than one scheme of a Mutual Fund will not be treated as multiple Bids,
provided that such Bids clearly indicate the scheme for which the Bid is submitted.

No Mutual Fund scheme shall invest more than 10% of its net asset value in equity shares or equity related
instruments of any single company provided that the limit of 10% shall not be applicable for investments in case
of index funds or sector or industry specific scheme. No Mutual Fund under all its schemes should own more than
10% of any company’s paid-up share capital carrying voting rights.

Bids by HUFs

Bids by HUFs Hindu Undivided Families or HUFs, should be made in the individual name of the Karta. The
Bidder/Applicant 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/Applicant: XYZ Hindu Undivided Family
applying through XYZ, where XYZ is the name of the Karta”. Bids/Applications by HUFs may be considered at
par with Bids/Applications from individuals;

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 authorise
their SCSB or should confirm/accept the UPI Mandate Request (in case of RIBs using 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 authorise their SCSB
or should confirm/accept the UPI Mandate Request (in case of RIBs Bidding using 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. Eligible NRIs Bidding on non-repatriation basis are advised to use the Bid cum
Application Form for residents (white in colour).

Eligible NRIs Bidding on a repatriation basis are advised to use the Bid cum Application Form meant for Non-
Residents (blue in colour).

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NRIs applying in the Issue through 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
in Foreign Ownership of Indian Securities” on page no. 500. Participation of eligible NRIs shall be subject to NDI
Rules

Bids by FPIs

An entity, registered as a FPI pursuant to SEBI FPI Regulations, is permitted to invest in Indian securities as a
person resident outside India in accordance with provisions of SEBI FPI Regulations and the Foreign Exchange
Management (Non-debt Instruments) Rules, 2019 (“FEMA Rules”). In terms of the SEBI FPI Regulations, the
issue of equity shares to a single FPI or an investor group (multiple entities registered as foreign portfolio investors
and directly or indirectly, having common ownership of more than fifty per cent or common control, shall be
treated as part of the same investor group and the investment limits of all such entities shall be clubbed at the
investment limit as applicable to a single FPI) must be below 10% of the post-issue equity share capital of a
company on a fully diluted basis. The total investment under SEBI FPI Regulations by a FPI including its investor
group shall not exceed the threshold of below ten per cent of the total paid up equity capital in a listed or to be
listed company on a fully diluted basis. The FPIs investing in breach of the prescribed limit will have the option
of divesting their holdings within 5 trading days from the date of settlement of the trades causing the breach. In
case the FPI chooses not to divest, then the entire investment in the company by such FPI and its investor group
shall be considered as investment under Foreign Direct Investment (FDI) and the FPI and its investor group shall
not make further portfolio investment in the company concerned, and accordingly be subject to additional
compliances and reporting requirements under applicable FEMA Rules.

For details of restrictions on investment by FPIs, see “Restrictions on Foreign Ownership of Indian Securities” on
page no. 500.

Bids received from FPIs bearing the same PAN will be treated as multiple Bids and are liable to be rejected,
except for Bids from FPIs that utilize the multiple investment manager structure in accordance with the
Operational Guidelines for Foreign Portfolio Investors and Designated Depository Participants which were issued
in November 2019 to facilitate implementation of SEBI (Foreign Portfolio Investors) Regulations, 2019 (such
structure “MIM Structure”) provided such Bids have been made with different beneficiary account numbers,
Client IDs and DP IDs. Accordingly, it should be noted that multiple Bids received from FPIs, who do not utilize
the MIM Structure, and bear the same PAN, are liable to be rejected. In order to ensure valid Bids, FPIs making
multiple Bids using the same PAN, and with different beneficiary account numbers, Client IDs and DP IDs, were
required to provide a confirmation along with each of their Bid cum Application Forms that the relevant FPIs
making multiple Bids utilize the MIM Structure and indicate the names of their respective investment managers
in such confirmation. In the absence of such confirmation from the relevant FPIs, such multiple Bids will be
rejected.

All non-resident investors should note that refunds (in case of Anchor Investors), dividends and other
distributions, if any, will be payable in Indian Rupees only and net of bank charges and commission.

Bids by SEBI registered VCFs, AIFs and FVCIs

The SEBI VCF Regulations, the SEBI FVCI Regulations and the SEBI AIF Regulations inter-alia prescribe the
investment restrictions on the VCFs, FVCIs and AIFs registered with SEBI. Further, the SEBI AIF Regulations
prescribe, among others, the investment restrictions on AIFs.

The holding by any individual VCF or FVCI registered with SEBI in one venture capital undertaking should not
exceed 25% of the corpus of the VCF or FVCI. Further, VCFs and FVCIs can invest only up to 33.33% of the
investible funds by way of subscription to an initial public offering.

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 Category I and II AIFs cannot invest more than 25% of the corpus in one investee company. A category III AIF
cannot invest more than 10% of the corpus in one investee company. A VCF registered as a category I AIF, as
defined in the SEBI AIF Regulations, cannot invest more than one-third of its investible funds by way of
subscription to an initial public offering of a venture capital undertaking. Additionally, the VCFs which have not
re-registered as an AIF under the SEBI AIF Regulations shall continue to be regulated by the SEBI VCF
Regulations until the existing fund or scheme managed by the fund is wound up and such fund shall not launch
any new scheme after the notification of the SEBI AIF Regulations.

All non-resident investors should note that refunds (in case of Anchor Investors), dividends and other
distributions, if any, will be payable in Indian Rupees only, and net of bank charges and commission.

Our Company and 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, reserves
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 which our Company in consultation with the BRLM
reserves the right to reject any Bid without assigning any reason.

The investment limit for banking companies in non-financial services companies as per the Banking Regulation
Act, 1949, as amended (the “Banking Regulation Act”), and the Reserve Bank of India (Financial Services
provided by Banks) Directions, 2016, as amended is 10% of the paid-up share capital of the investee company not
being its subsidiary engaged in non-financial services or 10% of the banks’ 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 if (i) the investee company is engaged in non-financial
activities permitted for banks in terms of Section 6(1) of the Banking Regulation Act, or (ii) the additional
acquisition is through restructuring of debt / corporate debt restructuring / strategic debt restructuring, or to protect
the banks’ interest on loans / investments made to a company. The bank is required to submit a time bound action
plan for disposal of such shares within a specified period to RBI. A banking company would require a prior
approval of RBI to make (i) investment in a subsidiary and a financial services company that is not a subsidiary
(with certain exception prescribed), and (ii) investment in a non-financial services company in excess of 10% of
such investee company’s paid up share capital as stated in 5(a)(v)(c)(i) of the Reserve Bank of India (Financial
Services provided by Banks) Directions, 2016, as amended. Further, the aggregate investment by a banking
company in subsidiaries and other entities engaged in financial and non-financial services company cannot exceed
20% of the bank’s paid-up share capital and reserves.

Bids by Systemically Important Non-Banking Financial Companies

In case of Bids made by systemically important non-banking financial companies registered with RBI, a certified
copy of the certificate of registration issued by the RBI, a certified copy of its last audited financial statements on
a standalone basis and a net worth certificate from its statutory auditor(s), 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,

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 without assigning any reason thereof. Systemically Important Non-Banking Financial Companies participating in
the Issue shall comply with all applicable regulations, guidelines and circulars issued by RBI from time to time.

Bids by Anchor Investors

In accordance with the applicable SEBI ICDR Regulations, the key terms for participation by Anchor Investors
are provided below:

i. Anchor Investor Application Forms will be made available for the Anchor Investor Portion at the offices of
the BRLM;
ii. The Bid must be for a minimum of such number of Equity Shares so that the Bid Amount exceeds Rs. 1,000
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
Rs. 1,000 lakhs;
iii. One-third of the Anchor Investor Portion will be reserved for allocation to domestic Mutual Funds;
iv. Bidding for Anchor Investors will open one Working Day before the Bid / Issue Opening Date, i.e., the
Anchor Investor Bidding Date, and will be completed on the same day;
v. Our Company, in consultation with the BRLM will finalize allocation to the Anchor Investors on a
discretionary basis, provided that the minimum number of Allottees in the Anchor Investor Portion will not
be less than:
a) maximum of two Anchor Investors, where allocation under the Anchor Investor Portion is up to Rs.
1,000 lakhs;
b) minimum of two and maximum of fifteen Anchor Investors, where the allocation under the Anchor
Investor Portion is more than Rs. 1,000 million but up to Rs. 25,000 lakhs, subject to a minimum
Allotment of Rs. 500 lakhs per Anchor Investor; and
c) in case of allocation above Rs. 25,000 lakhs under the Anchor Investor Portion, a minimum of five such
investors and a maximum of fifteen Anchor Investors for allocation up to Rs. 25,000 lakhs, and an
additional ten Anchor Investors for every additional Rs. 25,000 lakhs, subject to minimum allotment
of Rs. 2,500 lakhs per Anchor Investor.
vi. Allocation to Anchor Investors will be completed on the Anchor Investor Bidding Date. 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 BRLMs before the Bid / Issue Opening Date, through intimation to the
Stock Exchanges.
vii. Anchor Investors cannot withdraw or lower the size of their Bids at any stage after submission of the Bid;
viii. If the Issue Price is greater than the Anchor Investor Allocation Price, the additional amount being the
difference between the Issue Price and the Anchor Investor Allocation Price will be payable by the Anchor
Investors on the Anchor Investor Pay-in Date specified in the CAN. 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;
ix. 50% of the Equity Shares Allotted to Anchor Investors in the Anchor Investor Portion shall be locked in for
a period of 90 days from the date of Allotment, while the remaining 50% of the Equity Shares Allotted to
Anchor Investors in the Anchor Investor Portion shall be locked in for a period of 30 days from the date of
Allotment;
x. Neither the (i) BRLM or any associate of the BRLM (other than mutual funds sponsored by entities which
are associate of the BRLM or insurance companies promoted by entities which are associate of the BRLM
or Alternate Investment Funds (AIFs) sponsored by the entities which are associates of the BRLM or FPIs,
other than individuals, corporate bodies and family offices, sponsored by the entities which are associate of
the BRLM) nor (ii) the Promoters, Promoter Group or any person related to the Promoters or members of
the Promoter Group shall apply under the Anchor Investors category. For further details, please see
“Participation by Promoters, Promoter Group, BRLM, associates and affiliates of the BRLM, the Syndicate
Members, persons related to Promoter, Promoter Group” on page no. 483;

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xi. Bids made by QIBs under both the Anchor Investor Portion and the QIB Portion will not be considered
multiple Bids;

For more information, see the General Information Document.

Bids by SCSBs

SCSBs participating in the Issue are required to comply with the terms of the circulars dated September 13, 2012
and January 2, 2013 issued by the SEBI. 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 for such applications.

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 BRLMs, reserves the right to reject any Bid without assigning any reason thereof.

The exposure norms for insurers prescribed in Regulation 9 of the Insurance Regulatory and Development
Authority of India (Investment) Regulations, 2016 (“IRDAI Investment Regulations”) are set forth below:

• equity shares of a company: the lower of 10%* of the investee company’s outstanding equity shares (face
value) or 10% of the respective fund in case of a life insurer or 10% of investment assets in case of a general
insurer or a reinsurer;
• 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 a reinsurer or 15% of the investment assets in all
companies belonging to the group, whichever is lower; and
• the industry sector in which the investee company operates not more than 15% of the respective fund of a
life insurer or a reinsurer or health insurer or general insurance or 15% of the investment assets, 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 points (i), (ii)
or (iii) 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 Rs. 72,500,000 million or more and 12% of outstanding equity shares (face
value) for insurers with investment assets of Rs. 7500,000 million or more but less than Rs. 72,500,000 million.

Insurer companies participating in this Issue shall comply with all applicable regulations, guidelines and circulars
issued by the IRDAI from time to time to time including the IRDAI Investment Regulations.

Bids under Power of Attorney

In case of Bids made pursuant to a power of attorney by limited companies, corporate bodies, registered societies,
eligible FPIs, AIFs, Mutual Funds, 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 Rs. 250 million (subject to applicable laws) and pension funds with a
minimum corpus of Rs. 250 million (subject to applicable laws), 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,

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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 thereof.

Our Company in consultation with the BRLM, in its 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
such terms and conditions that our Company in consultation with the BRLM, may deem fit.

Bids by Provident Funds/Pension Funds

In case of Bids made by provident funds/pension funds, subject to applicable laws, with minimum corpus of Rs.
250 million, a certified copy of 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 reserves the right to
reject any Bid, without assigning any reason thereof.

The above information is given for the benefit of the Bidders. Our Company and the Members of the
Syndicate 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 any single Bid from them does not exceed the applicable
investment limits or maximum number of the Equity Shares that can be held by them under applicable
laws or regulation or as specified in this Red Herring Prospectus.

In accordance with RBI regulations, OCBs cannot participate in the Issue.

Information for Bidders (other than Anchor Investors)

In addition to the instructions provided to Bidders in the General Information Document for Investing in Public
Issues, Bidders are requested to note the following additional information in relation to the Issue.

1. The relevant Designated Intermediary will enter each Bid option into the electronic Bidding system as a
separate Bid and generate an acknowledgement slip (“Acknowledgement Slip”), for each price and demand
option and give the same to the Bidder. Therefore, a Bidder can receive up to three Acknowledgement Slips
for each Bid cum Application Form. It is the Bidder’s responsibility to obtain the TRS from the relevant
Designated Intermediary.

The registration of the Bid by the Designated Intermediary does not guarantee that the Equity Shares shall
be allocated/ Allotted. Such Acknowledgement will be non-negotiable and by itself will not create any
obligation of any kind. When a Bidder revises his or her Bid, he /she shall surrender the earlier
Acknowledgement Slip and may request for a revised TRS from the relevant Designated Intermediary as
proof of his or her having revised the previous Bid.

2. In relation to electronic registration of Bids, the permission given by the Stock Exchanges to use their
network and software of the electronic bidding 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 BRLMs
are cleared or approved by the Stock Exchanges; nor does it in any manner warrant, certify or endorse the
correctness or completeness of compliance with the statutory and other requirements, nor does it take any
responsibility for the financial or other soundness of our Company, the 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 or the Red Herring Prospectus; nor does it warrant that
the Equity Shares will be listed or will continue to be listed on the Stock Exchanges.

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3. In the event of an upward revision in the Price Band, Retail Individual Bidders who had Bid at Cut-off Price
could either (i) revise their Bid or (ii) shall make additional payment based on the cap of the revised Price
Band (such that the total amount i.e., original Bid Amount plus additional payment does not exceed Rs.
200,000 if the Bidder wants to continue to Bid at Cut-off Price). The revised Bids must be submitted to the
same Designated Intermediary to whom the original Bid was submitted. If the total amount (i.e., the original
Bid Amount plus additional payment) exceeds Rs. 200,000, the Bid will be considered for allocation under
the Non-Institutional Portion. If, however, the Retail Individual Bidder does not either revise the Bid or make
additional payment and the Issue Price is higher than the cap of the Price Band prior to revision, the number
of Equity Shares Bid for shall be adjusted downwards for the purpose of allocation, such that no additional
payment would be required from the Retail Individual Bidder and the Retail Individual Bidder is deemed to
have approved such revised Bid at Cut-off Price.

4. In the event of a downward revision in the Price Band, Retail Individual Bidders who have bid at Cut-off
Price may revise their Bid; otherwise, the excess amount paid at the time of Bidding would be unblocked
after allotment is finalised.

5. Any revision of the Bid shall be accompanied by instructions to block the incremental amount, if any, to be
paid on account of the upward revision of the Bid.

Pre- Issue Advertisement

Subject to Section 30 of the Companies Act, the Exchange will, after registering the Red Herring Prospectus with
the RoC, publish a pre- Issue advertisement, in the form prescribed by the SEBI ICDR Regulations, in all edition
of Business Standard (a widely circulated English national daily newspaper), in all editions of Business Standard
(a widely circulated Hindi national daily newspaper) and in all editions of Pratah Kiran, a local Hindi newspaper
in Delhi (a widely circulated Hindi newspaper, Hindi also being the regional language of Delhi where the
Registered is located). The Exchange shall, in the pre- Issue advertisement state the Bid/ Issue Opening Date, the
Bid/ Issue Closing Date and the QIB Bid/ Issue Closing Date if any. This advertisement, subject to the provisions
of Section 30 of the Companies Act, shall be in the format prescribed in Part A of Schedule X of the SEBI ICDR
Regulations.

Signing of Underwriting Agreement and filing of Prospectus with the RoC

➢ Our Company and the Underwriters intend to enter into an Underwriting Agreement after the finalization of
the Issue Price.
➢ 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, the Anchor Investor Issue Price, Issue size, and underwriting arrangements
and will be complete in all material respects.

GENERAL INSTRUCTIONS

Please note that QIBs and Non-Institutional Investors are not permitted to withdraw their Bid(s) or lower the size
of their Bid(s) (in terms of quantity of Equity Shares or the Bid Amount) at any stage. Retail Individual Bidders
can revise 250 their Bid(s) during the Bid/ Issue Period and withdraw their Bid(s) until Bid/ Issue Closing Date.
Anchor Investors cannot withdraw or lower the size of their Bids at any stage after submission of the Bid.

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 Bidders (other than Anchor Investors) should submit their
bids through the ASBA process only;

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2. Ensure that you have Bid within the Price Band;

3. Read all the instructions carefully and complete the Bid cum Application Form in the prescribed form;

4. Ensure (unless you are an Anchor Investor) that you have mentioned the correct ASBA Account number
(i.e. bank account number or UPI ID, as applicable) 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 in case of electronic Bids) within the prescribed
time. Retail Individual Bidders using UPI Mechanism, may submit their ASBA Forms with Syndicate
Members, Registered Brokers, RTA or Depository Participants;

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. Ensure that you use only your own
bank account linked UPI ID to make an application in the Issue. Retail Individual Bidders using the UPI
Mechanism shall ensure that the bank with which they have their bank account where the funds equivalent
to the Bid Amount are available for blocking;

7. If the first applicant is not the bank account holder, ensure that the Bid cum Application Form is signed by
the account holder. Ensure that you have an account with an SCSB and have mentioned the correct bank
account number in the Bid cum Application Form (for all Bidders other than Retail Individual Bidders,
bidding using the UPI Mechanism);

8. Ensure that the signature of the First Bidder in case of joint Bids, is included in the Bid cum Application
Forms;

9. In case of joint Bids, the Bid cum Application Form should contain the name of only the First Bidder whose
name should also appear as the first holder of the beneficiary account held in joint names;

10. Ensure that you request for and receive a stamped acknowledgement of the Bid cum Application Form for
all your Bid options from the concerned Designated Intermediary;

11. 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;

12. Instruct your respective banks to release the funds blocked in accordance with the ASBA process;

13. Ensure that you submit the revised Bids to the same Designated Intermediary, through whom the original
Bid was placed and obtain a revised acknowledgment;

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 including without limitation,
multilateral/ bilateral institutions, and (iii) 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 beneficial owner by a suitable description in the PAN field and the beneficiary account

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 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. 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;

16. Ensure that the correct investor category and the investor status is indicated in the Bid cum Application
Form;

17. Ensure that in case of Bids under power of attorney or by limited companies, corporates, trust, etc., relevant
documents are submitted;

18. Ensure that Bids submitted by any person outside India is in compliance with applicable foreign and Indian
laws;

19. Since the allotment will be in dematerialised form only, ensure that the Bidder’s depository account is active,
the correct DP ID, Client ID and the PAN are mentioned in their Bid cum Application Form and that the
name of the Bidder, the DP ID, Client ID and the PAN 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
and PAN available in the Depository database;

20. In case of ASBA Bidders (other than Retail Individual Bidders using UPI Mechanism), ensure that while
Bidding through a Designated Intermediary, the ASBA Form 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 SEBI at http://www.sebi.gov.in);

21. Anchor Investors should submit the Anchor Investor Application Forms to the BRLM;

22. Once the Sponsor Bank issues the UPI Mandate Request, the Retail Individual Bidders would be required to
proceed to authorise the blocking of funds by confirming or accepting the UPI Mandate Request;

23. Ensure that you have correctly signed the authorisation/undertaking box in the Bid cum Application Form,
or have otherwise provided an authorisation to the SCSB or the Sponsor Bank, as applicable, via the
electronic mode, for blocking funds in the ASBA Account equivalent to the Bid Amount mentioned in the
Bid cum Application Form at the time of submission of the Bid;

24. Ensure that you have correctly signed the authorisation/undertaking box in the Bid cum Application Form,
or have otherwise provided an authorisation to the SCSB or the Sponsor Bank, as applicable, via the
electronic mode, for blocking funds in the ASBA Account equivalent to the Bid Amount mentioned in the
Bid cum Application Form at the time of submission of the Bid;

25. Retail Individual Bidders using the UPI Mechanism 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 the mandate using his/her UPI PIN, a
Retail Individual Bidder shall be deemed to have verified the attachment containing the application details
of the Retail Individual Bidder in the UPI Mandate Request and have agreed to block the entire Bid Amount
and authorized the Sponsor Bank to block the Bid Amount specified in the Bid cum Application Form;

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26. Retail Individual Bidders bidding using the UPI Mechanism should mention valid UPI ID of only the
applicant (in case of single account) and of the first applicant (in case of joint account) in the Bid cum
Application Form;

27. Retail Individual Bidders using the UPI Mechanism who have revised their Bids subsequent to making the
initial Bid should also approve the revised UPI Mandate Request generated by the Sponsor Bank to authorize
blocking of funds equivalent to the revised Bid Amount and subsequent debit of funds in case of Allotment
in a timely manner; and

28. Ensure that the Demographic Details are updated, true and correct in all respects;

The Bid cum Application Form is liable to be rejected if the above instructions, as applicable, are not complied
with.

Don’ts:

1. Do not Bid for lower than the minimum Bid size;

2. Do not Bid for a Bid Amount exceeding Rs.200,000 (for Bids by Retail Individual Bidders);

3. Do not pay the Bid Amount in cheques, demand drafts or by cash, money order, postal order or by stock
invest;

4. Do not send Bid cum Application Forms by post; instead submit the same to the Designated Intermediary
only;

5. Do not Bid at Cut-off Price (for Bids by QIBs and Non-Institutional Bidders);

6. Do not instruct your respective banks to release the funds blocked in the ASBA Account under the ASBA
process;

7. Do not submit the Bid for an amount more than funds available in your ASBA account.

8. Do not submit Bids on plain paper or on incomplete or ineligible Bid cum Application Forms or on Bid cum
Application Forms in a colour prescribed for another category of Bidder;

9. If you are a Retail Individual Bidder and are using UPI Mechanism, do not submit more than one Bid cum
Application Form for each UPI ID;

10. If you are a Retail Individual Bidder and are using UPI Mechanism, do not make the ASBA application
using third party bank account or using third party linked bank account UPI ID;

11. Do not Bid on a Bid cum Application Form that does not have the stamp of the relevant Designated
Intermediary;

12. Do not submit the General Index Register (GIR) number instead of the PAN;

13. Do not submit incorrect details of the DP ID, Client ID and PAN or provide details for a beneficiary account
which is suspended or for which details cannot be verified by the Registrar to the Issue;

14. 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;

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15. 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);

16. Do not submit a Bid/revise a Bid Amount, with a price less than the Floor Price or higher than the Cap Price;

17. Do not fill up the Bid cum Application Form such that the Equity Shares Bid for exceeds the Issue size
and/or investment limit or maximum number of the Equity Shares that can be held under the applicable laws
or regulations or maximum amount permissible under the applicable regulations or under the terms of this
Red Herring Prospectus;

18. 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. Retail Individual Bidders can revise
their Bids during the Bid/Issue Period and withdraw their Bids on or before the Bid/Issue Closing Date;

19. Do not Bid for shares more than specified by respective Stock Exchanges for each category;

20. Anchor Investors should not bid through the ASBA process;

21. Do not Bid on another Bid cum Application Form and the Anchor Investor Application Form, as the case
may be, after you have submitted a Bid to any of the Designated Intermediaries; and

22. Do not submit Bids to a Designated Intermediary at a location other than Specified Locations. If you are a
Retail Individual Bidder and are using UPI Mechanism, do not submit the ASBA Form directly with SCSBs.

The Bid cum Application Form is liable to be rejected if the above instructions, as applicable, are not complied
with.

Payment into Escrow Account for Anchor Investors

Our Company and selling shareholder, in consultation with the BRLM 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. Anchor Investors are not permitted to Bid in the Issue through
the ASBA process. Instead, Anchor Investors should transfer the Bid Amount (through direct credit, RTGS or
NACH). 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: “EMS - IPO - ANCHOR ESCROW ACCOUNT-R”;

b) In case of Non-Resident Anchor Investors: “EMS - IPO - ANCHOR ESCROW ACCOUNT-NR”;

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 Anchor Investors.

Grounds for Technical Rejections

In addition to the grounds for rejection of Bids on technical grounds as provided in the “General Information
Document for Investing in Public Issues – Issue Procedure in Book Built Issue – Rejection and Responsibility for
Upload of Bids – Grounds for Technical Rejections” Bidders are requested to note that Bids may be rejected on
the following additional technical grounds.

1. Bids submitted without instruction to the SCSBs to block the entire Bid Amount;

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 2. Bids which do not contain details of the Bid Amount and the bank account details in the ASBA Form;

3. Bids submitted on plain paper;

4. Bids submitted by Retail Individual Bidders 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 linked Mechanism submitted by Retail Individual Bidders 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 (reference number: CIR/MRD/DP/ 22 /2010) dated July
29, 2010;

10. GIR number furnished instead of PAN;

11. Bids by Retail Individual Bidders with Bid Amount for a value of more than Rs. 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 cheque(s), demand draft(s), stock invest, money order, postal order or cash;

14. Bids uploaded by QIBs after 4.00 p.m. 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 Retail Individual Bidders
uploaded after 5.00 p.m. on the Bid/ Issue Closing Date, unless extended by the Stock Exchanges; and

15. Bids by OCB.

Issuance of a Confirmation of Allocation 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.

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INSTRUCTIONS FOR COMPLETING THE BID CUM APPLICATION FORM

In addition to the instructions for completing the Bid cum Application Form provided in the sub-section “General
Information Document for Investing in Public Issues – Applying in the Issue – Instructions for filing the Bid cum
Application Form/ Application Form” Bidders are requested to note the additional instructions provided below.

1. Thumb impressions and signatures other than in the languages specified in the Eighth Schedule in the
Constitution of India must be attested by a Magistrate or a Notary Public or a Special Executive
Magistrate under official seal. Bids must be in single name or in joint names (not more than three, and
in the same order as their Depository Participant details).

2. ASBA Bids must be made in a single name or in joint names (not more than three, and in the same order
as their details appear with the Depository Participant), and completed in full, in BLOCK LETTERS in
ENGLISH and in accordance with the instructions contained in the Red Herring Prospectus and in the
ASBA Form.

3. Bids on a repatriation basis shall be in the names of FIIs or FPIs but not in the names of minors, OCBs,
firms or partnerships and foreign nationals.

Designated Date and Allotment

1. Our Company will ensure that the Allotment and credit to the successful Bidder’s depositary account
will be completed within six Working Days, or such period as may be prescribed by SEBI, of the Bid/
Issue Closing Date or such other period as may be prescribed.

2. Equity Shares will be issued and Allotment shall be made only in the dematerialised form to the Allottees.

3. Allottees will have the option to re-materialise the Equity Shares so Allotted as per the provisions of the
Companies Act, 2013 and the Depositories Act.

Names of entities responsible for finalising the basis of allotment in a fair and proper manner

The authorised employees of the Designated Stock Exchange, along with the BRLM and the Registrar to the Issue,
shall ensure that the Basis of Allotment is finalised in a fair and proper manner in accordance with the procedure
specified in SEBI ICDR Regulations.

Method of allotment as may be prescribed by SEBI from time to time

Our Company will not make any Allotment in excess of the Equity Shares through the Offer Document except in
case of over-subscription for the purpose of rounding off to make Allotment, in consultation with the Designated
Stock Exchange. Further, upon over-subscription, an allotment of not more than one per cent of the Issue may be
made for the purpose of making Allotment in minimum lots.

The allotment of Equity Shares to applicants other than to the Retail Individual Bidders and Anchor Investors
shall be on a proportionate basis within the respective investor categories and the number of securities allotted
shall be rounded off to the nearest integer, subject to minimum Allotment being equal to the minimum application
size as determined and disclosed.

The allotment of Equity Shares to each Retail Individual Bidders shall not be less than the minimum bid lot,
subject to the availability of shares in Retail Individual Bidders portion, and the remaining available Equity Shares,
if any, shall be allotted on a proportionate basis. The Allotment of Equity Shares to Anchor Investors shall be on
a discretionary basis subject to applicable law.

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Communications

All future communications in connection with Bids 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 member of the Syndicate or the SCSB / Designated Intermediary, where the Bid was submitted and bank
account number in which the amount equivalent to the Bid Amount was blocked.

Bidders 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, unblocking of funds, etc.

Depository Arrangements

The Allotment of the Equity Shares in the Issue shall be only in a de-materialised form, (i.e., not in the form of
physical certificates but be fungible and be represented by the statement issued through the electronic mode). In
this context, two agreements had been signed among our Company, the respective Depositories and the Registrar
to the Issue:

1. Agreement dated February 16, 2023 among NSDL, our Company and the Registrar to the Issue.
2. Agreement dated March 16, 2023 among CDSL, our Company and Registrar to the Issue.

Impersonation

Attention of the Bidders is specifically drawn to the provisions of sub-section (1) of Section 38 of the
Companies Act, which is reproduced below:

“Any person who:

a) makes or abets making of an application in a fictitious name to a company for acquiring, or subscribing
for, its securities; or

b) 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

c) Otherwise induces directly or indirectly a company to allot, or register any transfer of, securities to him,
or to any other person in a fictitious name, shall be liable for action under Section 447”

The liability prescribed under Section 447 of the Companies Act, 2013 includes imprisonment for a term which
shall not be less than six months extending up to 10 years (provided that where the fraud involves public interest,
such term shall not be less than three years) and fine of an amount not less than the amount involved in the fraud,
extending up to three times of such amount.

Undertakings by our Company

Our Company undertakes the following:

1. That if our Company does not proceed with the Issue after the Bid/ Issue Closing Date but prior to
Allotment, the reason thereof shall be given as a public notice within two days of the Bid/ Issue Closing
Date. The public notice shall be issued in the same newspapers where the pre- Issue advertisements were

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 published. The stock exchanges on which the Equity Shares are proposed to be listed shall also be
informed promptly;

2. That the complaints received in respect of the Issue shall be attended to by the Company expeditiously
and satisfactorily;

3. That all steps for completion of the necessary formalities for listing and commencement of trading at all
the Stock Exchanges where the Equity Shares are proposed to be listed are taken within six Working
Days of the Bid/ Issue Closing Date or such other period as may be prescribed;
4. If Allotment is not made, application monies will be refunded/unblocked in the ASBA Accounts within
6 days from the Bid/ Issue Closing Date or such lesser time as specified by SEBI, failing which interest
will be due to be paid to the Bidders at the rate of 15.00% per annum for the delayed period;

5. That Where refunds (to the extent applicable) are made through electronic transfer of funds, a suitable
communication shall be sent to the Bidder within 6 days from the Bid/ Issue Closing Date or such lesser
time as specified by SEBI, giving details of the bank where refunds shall be credited along with the
amount and expected date of electronic credit for the refund;

6. That the Promoters’ contribution in full, if applicable, shall be brought in advance before the Issue opens
for subscription;

7. That funds required for making refunds to unsuccessful applicants as per mode(s) disclosed shall be made
available to the Registrar to the Issue by the Company;

8. No further Issue of Equity Shares shall be made until the Equity Shares offered through the Red Herring
Prospectus are listed or until the Bid monies are unblocked in the ASBA Accounts on account of non-
listing, under-subscription etc.;

9. That if our Company withdraw the Issue after the Bid/ Issue Closing Date, our Company shall be required
to file a fresh offer document with the SEBI, in the event our Company subsequently decides to proceed
with the Issue;

10. That our Company shall comply with such disclosure and accounting norms as may be specified by SEBI
from time to time;

11. That the allotment of securities/refund confirmation to Eligible NRIs shall be dispatched within specified
time;

12. That adequate arrangements shall be made to collect all Bid cum Application Forms from Bidders and
Anchor Investor Application Forms from Anchor Investors; and

13. That our Company shall not have recourse to the Issue Proceeds until the final approval for listing and
trading of the Equity Shares from all the Stock Exchanges.

Utilisation of Net proceeds

The Board of Directors of Our Company certifies that:

1. all monies received out of Issue of specified securities to public shall be transferred to separate bank
account other than the bank account referred to in sub-section (3) of section 40 of the Companies Act,
2013;

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2. details of all monies utilised out of the Issue referred to in sub-item(i) shall be disclosed and continue to
be disclosed till the time any part of the Fresh Issue proceeds remains un-utilised under an appropriate
separate head in the balance-sheet of the issuer indicating the purpose for which such monies had been
utilised; and

3. details of all un-utilised monies out of the Fresh Issue, if any, shall be disclosed under an appropriate
separate head in the balance sheet of the issuer indicating the form in which such un-utilised monies have
been invested.

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 RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES

The Department for Promotion of Industry and Internal Trade, Ministry of Commerce and Industry, Government
of India (“DPIIT”) makes policy announcements on FDI through press notes and press releases which are notified
by the RBI as amendments to the FEMA. The DPIIT also issues the Consolidated Foreign Direct Investment
Policy (“FDI Policy”) from time to time. The regulatory framework pertaining to foreign investment, over a period
of time, thus, consists of acts, regulations, master circulars, press notes, press releases, and clarifications among
other amendments.

India’s current FDI Policy issued by the DPIIT with effect from October 15, 2020, consolidates and supersedes
all previous press notes, press releases and clarifications on FDI issued by the DPIIT till October 15, 2020. All
the press notes, press releases, clarifications on FDI issued by DPIIT till October 15, 2020 stand rescinded as on
October 15, 2020. In terms of the FDI Policy, Foreign investment is permitted (except in the prohibited sectors)
in Indian companies either through the automatic route or the Government route, depending upon the sector in
which foreign investment is sought to be made. In terms of the FDI Policy, the work of granting government
approval for foreign investment under the FDI Policy and FEMA Regulations has now been entrusted to the
concerned Administrative Ministries/Departments.

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, will require prior approval of the Government, as prescribed in the FDI Policy and the Foreign
Exchange Management (Non-debt Instruments) Rules, 2019. 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. Pursuant to the Foreign Exchange Management (Non-debt
Instruments) (Fourth Amendment) Rules, 2020 issued on December 8, 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.

Further, the existing individual and aggregate investment limits for an FPI in the Company shall not exceed 10%
of the total paid-up Equity Share capital of the Company for each FPI and the total holdings of all FPIs in the
Company shall not exceed 24% of the total paid-up Equity Share capital of the Company. The RBI, in exercise of
its power under the FEMA, has also notified Foreign Exchange Management (Non-debt Instruments) Rules, 2019
(“Rules”) and Foreign Exchange Management (Mode of Payment and Reporting of Non-Debt instruments)
Regulations, 2019 to prohibit, restrict or regulate, transfer by or issue security to a person resident outside India.
SEBI registered FPIs have been permitted to purchase shares of an Indian company through the Issue, subject to
total FPI investment being within the individual FPI/sub account investment limit of less than 10% of the total
paid-up equity capital on a fully diluted basis of the Company and subject to the total holdings of all FPIs/sub
accounts including any other direct and indirect foreign investments in the Company not exceeding 24% of the
paid-up equity capital of the Company on a fully diluted basis. The aggregate limit of 24% in case of FPIs may
be increased up to the sectoral cap/statutory ceiling, as applicable, by the Company concerned by passing of
resolution by the Board of the Company to that effect and by passing of a special resolution to that effect by its
Shareholders. With effect from April 1, 2020, such aggregate limit of 24% has increased to the sectoral cap
applicable to the Indian Company which in case of the Company is 100% provided that the Company complies
with conditions provided under the FDI Policy. As per the Rules, the aggregate limit as provided above was
permitted to be decreased by the Company to a lower threshold limit of 24% or 49% or 74% as deemed fit, with
the approval of its Board of Directors through a resolution and also of its shareholders by means of a special
resolution, before March 31, 2020. The Company has passed no such Board Resolution and hence, has not revised
its sectoral caps. Further, eligible NRIs and OCIs investing on repatriation basis are subject to individual
investment limit of 5% of the total paid-up equity capital on a fully diluted basis subject to the aggregate paid-

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value of the shares purchased by all NRIs and OCIs put together on repatriation basis not exceeding 10% of the
total paid-up equity capital on a fully diluted basis of the Company. The aggregate limit of 10% in case of NRIs
and OCIs together may be raised to 24 % if a special resolution to that effect is passed by the shareholders of the
Company. As on date, no such resolution for raising the limit has been passed by the Company.

The transfer of shares between an Indian resident and a Non-resident does not require prior approval of RBI,
subject to fulfillment of certain conditions as specified by DPIIT / RBI, from time to time. Such conditions include
(i) the activities of the investee company are under the automatic route under the 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 FDI Policy; and (iii) the pricing is in accordance
with the guidelines prescribed by the SEBI/RBI. Investors are advised to refer to the exact text of the relevant
statutory provisions of law before investing and / or subsequent purchase or sale transaction in the Equity Shares
of the Company.

As per the existing policy of the Government of India, OCBs cannot participate in this Issue.

The Equity Shares have not been and will not be registered under the U.S. Securities Act of 1933, as
amended (the “U.S. Securities Act”), or the securities laws of any state of the United States and may not be
offered or sold within the United States, except pursuant to exemption from, or in a transaction not subject
to, the registration requirements of the U.S. Securities Act and applicable state securities laws. Accordingly,
the Equity Shares are being offered and sold only outside the United States in offshore transactions in
reliance on Regulation S under the U.S. Securities Act and the applicable laws of the jurisdiction where
those offers and sale 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 Bids may not be made
by persons in any such jurisdiction, except in compliance with the applicable laws of such jurisdiction.

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 Bids 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 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 Bids are not in violation of laws or regulations applicable to them.

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 SECTION VIII – DESCRIPTION OF EQUITY SHARES AND TERMS OF THE
ARTICLES OF ASSOCIATION

THE COMPANIES ACT, 2013

(A COMPANY LIMITED BY SHARES)

ARTICLES OF ASSOCIATION
OF
EMS LIMITED*
(Earlier Known as EMS INFRACON PRIVATE LIMITED)

PRELIMINERY

1. Subject as hereinafter provided the Regulations contained in Table 'F' in the Schedule I to the Companies
Act, 2013 shall apply to the Company so far as they are applicable to Public Company except so far as they
have implied or expressly modified by what is contained in the Articles mentioned as altered or amended
from time to time.

INTERPRETATION

I. (1) In these Regulations: -

(a) "Company" means EMS LIMITED.

(b) "the Act" means the "Companies Act, 2013" and every statutory modification or re-enactment
thereof and references to Sections or Rules of the Act shall be deemed to mean and include references
to sections enacted in modification or replacement thereof.

(c) "these Regulations" means these Articles of Association as originally framed or as altered, from
time to time.

(d) "the Office" means the Registered Office for the time being of the Company.

(e) "the Seal" means the common seal of the Company.

(f) Words imparting the singular shall include the plural and vice versa, words imparting the masculine
gender shall include the feminine gender and words imparting persons shall include bodies corporate
and all other persons recognized by law as such.

(g) "Month" and "year" means a calendar month and calendar year respectively.

Companywide Special resolution passed in the EGM held on September 30, 2022, adopt new set of AOA which
is in compliance with Provisions of Companies Act, 2013.
*Name of the Company was changed from “EMS INFRACON PRIVATE LIMITED” to “EMS PRIVATE
LIMITED” vide Special Resolution passed by the Members in the Extra Ordinary General Meeting held on
September 30, 2022.
Further, members passed special resolution in the Extra Ordinary General meeting held on October 27, 20222
for conversion of the Company from Private Limited to Limited Company.

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 (h) Expression referring to writing shall be construed as including references to printing, lithography,
photography and other modes of representing or reproducing words in visible form.

(i) Unless the context otherwise requires, the words or expressions contained in these regulations shall
bear the same meaning as in the Act or any statutory modifications thereof, in force at the date at
which these regulations become binding on the Company.

2. The Regulations contained in Table F in Schedule 1 to the Companies Act, 2013 shall not apply to the
Company and the Regulations herein contained shall be the regulations for the management of the Company
and for the observance of its members and their representatives. They shall be binding on the company and
its members as if they are the terms of an agreement between them.

SHARE CAPITAL AND VARIATION OF RIGHTS

II. 1.

1. The Authorised Share Capital of the company shall be such amounts and be divided into such shares as
may, from time to time, be provided in Clause V of the Memorandum of Association with power to increase
or reduce the capital in accordance with the Company's regulations and legislative provisions for the time
being in force on that behalf with the powers to divide the share capital, whether original or increased or
decreased into several classes and attach thereto respectively such ordinary, preferential or special rights
and conditions in such manner as may for the time being be provided by the Regulations of the Company
and allowed by law.

Subject to the provisions of these Articles and of the Act, the shares shall be under the control of the Board
of Directors, who may allot or otherwise dispose off the same to such persons, on such terms and conditions
and at such time as they think fit and with full power to give any person the option to call of or be allotted
shares of the Company of any class, either at a premium or at par and for such time and for such consideration
as the Board of Directors think fit (subject to the provisions of Section 53, 54, 56 and 58 of the Act), provided
that option or right to call of shares shall not be given to any person except with the sanction of the Company
in General Meeting. The Board shall cause to be made the returns as the allotment provided for in Section
39 of the Act.

2. Any application signed by or on behalf of an applicant for shares in the Company, followed by an allotment
of any shares therein, shall be an acceptance of shares within the meaning of these Articles; and every person
who thus or otherwise accepts any shares and whose name is on the register shall, for the purposes of the
Articles, be a member.

3. 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 of the Act, the consent in writing of the holders of three fourths of the issued shares of that
class or with a sanction of a special resolution passed at a separate meeting of the holders of the shares of
that class.

4. The rights conferred upon the holders of the shares of any class issued with preferred or other rights shall
not unless otherwise 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.

5.
(i) The company may exercise the powers of paying commissions conferred by Section 40 of the Act,
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 the Section.

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 (ii) The rate of commission shall not exceed the rate of 5% (five percent) of the price at which the shares
in respect whereof the same is paid are issued or an amount equal to 5% (five percent) of such price, as
the case may be and in the case of debentures 2½% (two and a half per cent) of the price at which the
debentures in respect whereof the same is paid are issued or an amount equal to 2½% (two and a half
per cent) of such price, as the case may be.

(iii) The commission may be satisfied by payment in cash or by allotment of fully or partly paid shares or
partly in one way and partly in the other.

(iv) The Company may also, on any issue of shares, pay such brokerage as may be lawful.

II 2.

I
(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 conditions of 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 of twenty rupees for each
certificate after the first.

(ii) Every certificate shall be under the seal and shall specify the shares to which it relates and the 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.

II The Company agrees, that it will not charge any fees exceeding those which may be agreed upon with the
Stock Exchange.

(i) for issue of new certificates in replacement of those that are torn out, defaced lost or destroyed;

(ii) for sub-division and consolidation of shares and debenture certificates and for subdivision of Letters of
Allotment and Split, Consolidation, Renewal and Pucca Transfer Receipts into denominations other than
those fixed for the market units of trading".

III If any shares stands in the names of two or more persons, the person first named in the register of members
shall as regards receipt of dividends, the service of notices and subject to the provisions of these Articles,
all or any other matter connected with the Company except the issue of share certificates, voting at meeting
and the transfer of the share, be deemed the sole holder thereof.

3.
(i) If any share certificate be worn out, defaced, mutilated or torn or if there be no further 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
satisfaction of 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.

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(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 as by these regulations or by law otherwise provided) any other
rights in respect of any share 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 prescribed in 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 to general 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 paripassu therewith.

8. Subject to the provisions of section 55, any preference shares may, with the sanction of an ordinary
resolution, be issued on the terms that they are to be redeemed on such terms and in such manner as the
company before the issue of the shares may, by special resolution, determine.

LIEN

9. Subject to the provisions of Companies Act, 2013 the Company shall have a first and paramount lien upon
all the shares (not being a fully paid-up share) for all monies (presently payable) registered in the name of
such member (whether solely or jointly with others) and upon the proceeds of sale thereof for his debts,
liabilities and engagements (whether presently payable or not) solely or jointly with any other person, to or
with the Company, whether the period for the payment, fulfilment or discharge thereof shall have actually
lien or not and such lien shall extend to all dividends, from time to time, declared in respect of shares, subject
to section 123 of the Companies Act 2013. The Board of Directors may at any time declare any shares to be
wholly or in part exempt from the provisions of this clause.

10. The company may sell, in such manner as the Board thinks fit, any shares on which the company has a lien:

Provided that no sale shall be made—

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 (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 demanding payment 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 or the 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 transfer the shares sold to the
purchaser thereof.

(ii) The purchaser shall be registered as the holder of the shares comprised in any such 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 payment of 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 the shares 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 the shares or byway 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. 1.
(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.

2. Subject to the provisions of Section 50 and 179 of the Act, the Board :-

(a) May, if it thinks fit, receive from any member willing to advance all or any part of the money uncalled
and unpaid upon any shares held by him; and
(b) If it thinks fit, may pay interest upon all or any of shares (until the same would but for such advance
become presently payable) at such rate not exceeding, unless the Company in general meeting shall
otherwise direct, 12% (twelve percent) per annum as may be agreed upon between the Board and the
member paying the sums or advances, Money so paid in advance shall not confer a right to dividend or
to participate in profits.

3. On the trial or hearing on any suit or proceedings brought by the Company against any member or his
representative to recover any debt or money claimed to be due to the Company in respect of his share, it
shall be sufficient to prove that the name of the defendant is or was, when the claim arose, on the Register
of members of the company as a holder or one of the holders of the number of shares in respect of which
such claim is made and that the amount claimed is not entered as paid in the books of the Company and it
shall not be necessary to prove the appointment of the Directors who resolved to make any call, nor that a
quorum of Directors was present at Board Meeting at which any call was resolved to be made, nor that the
meeting at which any call was resolved to be made was duly convened or constituted nor any other matter,
but the proof of the matters aforesaid shall be conclusive evidence of the debt.

4. Neither the receipt by the Company of a portion of any money which shall, from time to time, be due from
any member to the Company in respect of his shares, either by way of principal or interest, nor any
indulgence granted by the Company in respect of the payment of any such money, shall, preclude the
Company from thereafter proceeding to enforce a forfeiture of such shares as hereinafter provided.

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 percent per annum, as may be agreed upon between the Board and the member
paying the sum in advance.

TRANSFER OF SHARES

19.
1. The Company shall keep a "Register of Transfers" and therein shall fairly and distinctly enter particulars of
every transfer or transmission of any share(s) or securities.

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2.
(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 security until a properly signed deed of
transfer is received by the Company within 2 months of its execution and proper note thereof has
been taken and name of transferee has been entered in the Register of Members/Securities, as the
case may be;
(iii) that there shall be no forfeiture of unclaimed dividends before the claim becomes barred by law;
(iv) that a common form of transfer shall be used;
(v) that fully paid shares shall be free from all lien and that in the case of partly paid shares the
Company's lien shall be restricted to money called or payable at a fixed time in respect of such shares;
(vi) that registration of transfer shall not be refused on the ground of the transferor being either alone or
jointly with any other person or persons indebted to the Company on any account whatsoever;
(vii) that any amount paid up in advance of calls on any share may carry interest but shall not in respect
thereof confer a right to dividend or to participate in profits;
(viii) that option or right to call of shares shall not be given to any person except with the sanction of the
Company in general meetings;
(ix) Permission for Sub-Division/Consolidation of Share Certificate.

3. The instrument of transfer shall be in writing and all the provisions of Companies Act 2013 and modification
thereof for the time being shall be complied with in respect of all transfers of shares and registration thereof.

4. Unless the Directors decide otherwise, when an instrument of transfer is tendered by the transferee, before
registering any such transfer, the Directors shall give notice by letter sent by registered acknowledgement
due post to the registered holder that such transfer has been lodged and that unless objection is taken the
transfer will be registered. If such registered holder fails to lodge an objection in writing at the office within
ten days from the posting of such notice to him, he shall be deemed to have admitted the validity of the said
transfer. Where no notice is received by the registered holder, the Directors shall be deemed to have decided
not to give notice and in any event to the non-receipt by the registered holder of any notice shall not entitle
him to make any claim of any kind against the Company or the Directors in respect of such non-receipt.

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 do not approve; or
(b) any transfer of the share on which the Company has a lien, provided that the registration transfer shall
not be refused on the ground of transferor being either alone or jointly with any person or persons indebted
to the Company on any account except a lien.

21.
1. The Board may decline to recognise 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.

2. All instruments of transfer which shall be registered shall be retained by the Company, but may be destroyed
upon the expiration of such period as the Board may from time to time determine. Any instrument of transfer
which the Board declines to register shall (except in any case of fraud) be returned to the person depositing
the same.

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22.
(a) 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 any one time or for more
than forty-five days in the aggregate in any year.

(b) There shall be no charge for:

(i) registration of shares or debentures.
(ii) sub-division and/or consolidation of shares and debentures certificates and sub-division of Letters of
Allotment and split consolidation, renewal and pucca transfer receipts into denominations
corresponding to the market unit or trading;
(iii) sub-division of renounceable Letters of Right;
(iv) issue of new certificates in replacement of those which are decrepit or worn out or where the cages on
the reverse for recording transfers have been fully utilised;
(v) registration of any Powers of Attorney, Letter of Administration and similar other documents.

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 to his interest in the shares.
(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 member could have made.

(ii) The Board shall, in either case, have the same right to decline or suspend registration as it would have had,
if the deceased or insolvent member had transferred the share 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 election by 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.

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26.
1. On the transfer of the share being registered in his name 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 be entitled if he were the registered holder of the share, except that he shall not, before being
registered as a member in respect of the share, be entitled in respect of it to exercise 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 complied with 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.

2. Where the Company has knowledge through any of its principal officers within the meaning of Section 2
of the Estate Duty Act, 1953 of the death of any member of or debenture holder in the company, it shall
furnish to the controller within the meaning of such section, the prescribed particulars in accordance with
that Act and the rules made thereunder and it shall not be lawful for the Company to register the transfer of
any shares or debentures standing in the name of the deceased, unless the transferor has acquired such shares
for valuable consideration or a certificate from the Controller is produced before the Company to the effect
that the Estate Duty in respect of such shares and debentures has been paid or will be paid or that none is
due, as the case may be.

3. The Company shall incur liability whatever in consequence of its registering or giving effect, to any transfer
of share made or purporting to be made by any apparent legal owner thereof (as shown or appearing in the
register of members) to the prejudice of persons having or claiming any equitable right, title of interest to
or in the said shares notwithstanding that the Company may have had notice of such equitable right, title or
interest or notice prohibiting registration of such transfer and may have entered such notice or referred
thereto, in any book of the Company and the Company shall not be bound or required to regard or attend or
give effect to any notice which may be given to it of any equitable right, title or interest or be under any
liability for refusing or neglecting so to do, though it may have been entered or referred to in some book of
the Company but the Company though not bound so to do, shall be at liberty to regard and attend to any
such notice and give effect thereto if the Board shall so think fit.

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 date of service
of the notice) on or before which the payment required by the notice is to be made; and
(b) state that, in the event of non-payment on or before the day so named, the shares in 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 by the notice has been made,
be forfeited by a resolution of the Board to that effect. Such forfeiture shall include all dividends declared
in respect of the forfeited shares and not actually paid before the date of forfeiture, which shall be the date
on which the resolution of the Board is passed forfeiting the shares.

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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 respect of the forfeited shares,
but shall, notwithstanding the forfeiture, remain liable to pay to the Company all monies which, at the date
of forfeiture, were presently payable by him to the company in respect of the shares together with interest
thereon from the time of forfeiture until payment at the rate of 9 % (nine percent) per annum.

(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 the facts 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 sale or disposal thereof and
may execute a transfer of the share in favour of the person to 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.
1. The provisions of these regulations as to forfeiture shall apply in the case of non-payment of 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 the same had been payable by virtue of a call duly made
and notified.

2. The forfeiture of a share shall involve the extinction of all interest in and also of all claims and demands
against the Company in respect of the share, and all other rights incidental thereto except only such of
those right as by these Articles are expressly saved.

3. Upon any sale, after forfeiture or for enforcing a lien in purported exercise of powers hereinbefore given,
the Board may appoint some person to execute an instrument of transfer of the shares sold and cause the
purchaser's name to be entered in the Register in respect of the shares sold and the purchaser shall not be
bound to see to the regularity of the proceedings or to be application of the purchase money and after his
name has been entered in the Register in respect of such shares, the validity, of the sale shall not be
impeached by any person and the remedy of any person aggrieved by the sale shall be in damages only
and against the Company exclusively.

4. Upon any sale, re-allotment or other disposal under the provisions of these Articles relating to lien or to
forfeiture, the certificate or certificates originally issued in respect of the relative shares shall (unless the
same shall on demand by the Company have been previously surrendered to it by the defaulting member)
stand cancelled and become null and void and of no effect. When any shares, under the powers in that

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 behalf herein contained are sold by the Board and the certificate in respect thereof has not been delivered
up to the Company by the former holder of such shares, the Board may, issue a new certificate for such
shares distinguishing it in such manner as it may think fit, from the certificate not so delivered.

5. The Directors may subject to the provisions of the Act, accept from any member on such terms and
conditions as shall be agreed, a surrender of his shares or stock or any part thereof.

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 share which, at the date of the passing of the resolution in that behalf, have not been
taken or agreed to be taken by any person and diminish the amount of its share capital by the amount of
the shares so cancelled.

36.
1. The Company may, by an ordinary resolution:-

(a) convert any paid-up shares into stock; and

(b) reconvert any stock into paid-up shares of any denomination authorised by these regulations.

2. The holders of stock may transfer the same or any part thereof in the same manner as, and subject to the
same regulations under which, the shares from which the stock arose might before the conversion have
been transferred or as near thereto as circumstances admit:

Provided the Board may, from time to time, fix the minimum amount of Stock transferable, so however,
that such minimum shall not exceed the nominal amount of the shares from which the stock arose.

3. The holders of stock shall, according to the amount of stock held by them, have the same rights, privileges
and advantages as regard dividends voting and meeting 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 privilege or advantage.

4. Such of the regulations of the Company (other than those relating to share warrants), as are applicable to
paid-up shares shall apply to stock and the words "share" and "shareholders" in those regulations shall
include "stock" and "stockholder" respectively.

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37.
1. 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.

The Company may, from time to time, by special resolution and on compliance with the provisions of Section
66 of the Act, reduce its share capital.

2. The Company shall have power to establish Branch Offices, subject to the provisions of the Act or any
statutory modifications thereof.

3. The Company shall have power to pay interest out of its capital on so much of shares which were issued for
the purpose of raising money to defray the expenses of the construction of any work or building or the
provision of any plant for the Company in accordance with the provisions of the Act.

4. The Company, if authorised by a special resolution passed at a General Meeting may amalgamate or cause
itself to be amalgamated with any other person, firm or body corporate, subject however, to the provisions
of Section 230 to 232 of the Act.

CAPITALISATION OF PROFITS

38.
1. The company in General Meeting may, upon the recommendation of the Board resolve:-

(a) that it is desirable to capitalise any part of the amount for the time being standing to the credit of any of the
Company's reserve accounts, or to the credit 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 specified in clause (2) among the
members who would have been entitled thereto, if distributed by way of dividend and in the same
proportions.

2. The sum aforesaid shall not be paid in cash, but shall be applied, subject to the provisions contained in
clause (3), either in or towards :-

(i) paying up any amounts for the time being upaid on any shares held by such members
respectively;
(ii) 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; or
(iii) partly in the way specified in sub-claue (i) and partly in that is specified in sub-cluse (ii).

3. Any share/securities premium account and any capital redemption reserve fund may, for the purpose of this
regulation, only be applied in the paying up of unissued share to be issued to members of the Company as
fully paid bonus shares.

4. The Board shall give effect to the resolution passed by the Company in pursuance of this regulation.
(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 to be capitalised
thereby, and all allotments and issues of fully paid shares if any; and
(b) generally do all acts and things required to give effect thereto.

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 (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 distributable in 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 or any 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.

39.
1) Whenever such as resolution as aforesaid shall have been passed, the Board shall:-
(a) make all appropriations and applications of the undivided profits resolved to be capitalized thereby,
and all allotments and issues of fully paid shares, if any; and
(b) do all acts and things required to give effect thereto.

2) The Board shall have full power:-

(a) to make such provision, by the issue of fractional certificates or by payment in cash or otherwise as it
thinks fit in the case of shares becoming distributable in fractions; and also
(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 or any part of the amounts remaining unpaid on their
existing shares;

3) Any agreement made under such authority shall be effective and binding on all such members.

BUY-BACK OF SHARES

40. 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 the time being in force, the company may
purchase its own shares or other specified securities.

GENERAL MEETINGS

41. All general meetings other than annual general meeting shall be called extraordinary general meeting.

42.
(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.

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 PROCEEDINGS AT GENERAL MEETINGS

43.
1. No general meeting, annual or extraordinary, shall be competent to enter upon, discuss or transact any
business which has not been stated in the notice by which it was convened or called
2. (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 in Section 103 of the Act, a minimum of:-
a) five members personally present if the number of members as on the date of meeting is not
more than one thousand;
b) fifteen members personally present if the number of members as on the date of meeting is more
than one thousand but up to five thousand;
c) thirty members personally present if the number of members as on the date of the meeting
exceeds five thousand;
Furthermore, A body corporate, being member, shall be deemed to be personally present if it is represented
in accordance with Section 113 of the Act.

44. The chairperson, if any, of the Board shall preside as Chairperson at every general meeting of the company.

45. If there is no such Chairperson, or if he is not present within fifteen minutes after the time 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.

46.
1. 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 members present shall choose one of their members to
be Chairperson of the meeting.
2. No business shall be discussed at any general meeting except the election of a Chairman, whilst the chair is
vacant.

ADJOURNMENT OF MEETING

47. 1.
(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 business left 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 transacted at an adjourned meeting.

2. In the case of an equality of votes, whether on a show of hands or on a poll, the chairman of the meeting
at which the show of hands takes places or at which the poll is demanded shall be entitled to a second or
casting vote.

3. Any business other than that upon which a poll has been demanded, may be proceeded with, pending the
taking of the poll.

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 VOTING RIGHTS

48. Subject to any rights or restrictions for the time being attached to any class or classes of shares,—
(i) on a show of hands, every member present in person shall have one vote; and
(ii) 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.

49. A member may exercise his vote at a meeting by electronic means in accordance with section 108 and shall
vote only once.

50.
(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 names stand in the register of
members.

51. 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.

52. Any business other than that upon which a poll has been demanded may be proceeded with, pending the
taking of the poll.

53. 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.

54.
(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 every vote 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.

PROXY

55. The instrument appointing a proxy and the power-of-attorney or other authority, if any, under which it is
signed or a notarised copy of that power or authority, shall be deposited at the registered office of the
company not less than 48 hours before the time for 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.

56. An instrument appointing a proxy shall be in the form as prescribed in the rules made under section 105.

57. 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.

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 BOARD OF DIRECTORS

58.
1) The number of Directors of the Company shall not be less than three and not more than fifteen.

2) Name of the First Director shall be

1. Mr. Ashish Tomar

2. Mr. Ramveer Singh

59.
1) At every Annual General Meeting of the Company one-third of such of the Directors for the time being as
are liable to retire by rotation in accordance with the provisions of Section 152 of the Act or if their number
is not three or a multiple of three, then the number nearest to one third shall retire from office in accordance
with the provisions of Sections 152 of the Act.
2)
(1) Subject to the provisions of the Companies Act, 2013 and Rules made there under each Director shall
be paid sitting fees for each meeting of the Board or a committee thereof, attended by him a sum not
exceeding Rs. 100,000/- (Rupees One Lacs Only);
(2) Subject to the provisions of Section 197 of the Act, the Directors shall be paid such further remuneration,
whether in the form of monthly payment or by a percentage of profit or otherwise, as the Company in
General Meeting may, from time to time, determine and such further remuneration shall be divided
among the Directors in such proportion and in such manner as the Board may, from time to time,
determine and in default of such determination, shall be divided among the directors equally of is so
determined paid on a monthly basis.
(2) The remuneration of the Directors shall, in so far as it consists of a monthly payment, be
deemed to accrue from day to day.
(3) Subject to the provisions of Sections 197 of the Act, if any Director be called upon to perform
any extra services or make special exertions or efforts (which expression shall include work done by a
Director as a member of any committee formed by the Directors) the Board may pay such Director
special remuneration for such extra services or special exertions or efforts either by way of a fixed sum
or by percentage of profit otherwise and may allow such Director at the cost and expense of the
Company such facilities or amenities (such as rent free house, medical aid and free conveyance) as the
Board may determine from time to time.
(4) In addition to the remuneration payable to them in pursuance of the Act, the Directors may be
paid in accordance with company's rules to be made by the Board all travelling, hotel and other
expenses properly incurred by them :-
(a) In attending and returning from meetings or adjourned meeting of the Board of Directors or any
committee thereof; or
(b) In connection with the business of the Company.

3) The Directors shall not be required to hold any qualification shares in the Company.

4) If it is provided by any trust deed securing or otherwise in connection with any issue of debentures of the
Company that any person or persons shall have power to nominate a Director of the Company then in the
case of any and every such issue of debentures, the persons having such power may exercise such power,
from time to time and appoint a Director accordingly. Any Director so appointed is herein referred to as a
Debenture Director. A Debenture Director may be removed from office at time by the person or persons in
whom for the time being is vested the power under which he was appointed and another Director may be
appointed in his place. A debenture Director shall not be liable to retire by rotation.

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5) In the course of its business and for its benefit the Company shall, subject to the provisions of the Act, be
entitled to agree with any person, firm, corporation, government, financing institution or other authority
that he or it shall have the right to appoint his or its nominee on the Board of Directors of the Company
upon such terms and conditions as the Directors may deem fit. Such nominees and their successors in office
appointed under this Article shall be called Nominee Directors. Nominee Directors shall be entitled to hold
office until requested to retire by the government, authority, person, firm, institution or corporation who
may have appointed them and will not be bound to retire by rotation. As and whenever a Nominee Director
vacates office whether upon request as aforesaid or by death, resignation or otherwise the government,
authority, person, firm, institution or corporation who appointed such Nominee Director may if the
agreement so provide, appoint another Director in his place.

6) Subject to the provisions of Section 161 of the Act, the Board of Directors shall have power to appoint an
alternate Director to act for a Director during his absence for a period of not less than three months from
India.

7) The Directors shall have power, at any time and from time to time, to appoint any qualified person to be a
director to fill a casual vacancy. Such casual vacancy shall be filled by the Board of Directors at a meeting
of the Board. Any person so appointed shall held office only upto the date upto which the director in whose
place he is appointed would have held office if it had not been vacated as aforesaid but he shall then be
eligible for re-election.

8) A person may be or become a director of any company promoted by the company or in which it may be
interested as a vendor, shareholder or otherwise and no such Director shall be accountable for any benefits
received as director or shareholder of such company. Such Director, before receiving or enjoying such
benefits in case in which the provisions of Section 188 of the Act are attracted will ensure that the same
have been complied with.

9) Every nomination, appointment or removal of a Special Director shall be in writing and in accordance with
the rules and regulations of the government, corporation or any other institution. A Special Director shall
be entitled to the same rights and privileges and be subject to same obligations as any other Director or the
Company.

10) The office of a Director shall become vacant:-

(i) on the happening of any of the events provided for in Section 167 of the Act;
(ii) on the contravention of the provisions of Sections 188 of the Act, or any statutory modifications
thereof;
(iii) if a person is a Director of more than twenty Companies at a time, out of which not more than 10
(Ten) shall be Public Companies.
(iv) in the case of alternate Director on return of the original Director to the State, in terms of Section
161 of the Act; or
(v) on resignation of his office by notice in writing and is accepted by the Board.

60. The Board may pay all expenses incurred in getting up and registering the company.

61. 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.

62. 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.

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63. 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.

64.
(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.

65. 1.
(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.

2. Subject to Section 174 of the Act, the quorum for a meeting of the Board of Directors shall be one third
of its total strength (any fraction contained in that one third being rounded off as one) or two Directors,
whichever is higher; provided that where at any time the number of interested Directors exceeds or is
equal to two thirds of the total strength, the number of the remaining Directors, that is to say, the number
of directors, who are not interested, present at the meeting, being not less than two, shall be the quorum
during such time.

3. The participation of the Directors by video conferencing or by other audio visual means shall also be
counted for the purposes of quorum under clause 105 of the Articles.

4. If a meeting of the Board could not be held for want of quorum, whatever number of Directors not being
less than two, shall be present at the adjourned meeting, notice where of shall be given to all the Directors,
shall form a quorum.

66.
(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

67. 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 the number of directors to that fixed for the quorum, or of
summoning a general meeting of the company, but for no other purpose.

68. 1.
(i) The Board may elect a Chairperson of its meetings and determine the period for which he is to
hold office.
(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.
2. Subject to the restrictions contained in Section 179 & 180 of the Act, the Board may delegate any of its
powers to committees of the Board consisting of such member or members of its body as it think fit and it
may, from time to time, revoke such delegation and discharge any such committee of the Board either

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 wholly or in part, and either as to persons or purposes, but every committee of the Board so formed shall in
the exercise of the powers so delegated conform to any regulations that may from time to time be imposed
on it by the Board. All acts done by any such committee of the Board in conformity with such regulations
and in fulfilment of the purposes of their appointment but not otherwise, shall have the like force and effect
as if done by the Board.
3. The meetings and proceedings of any such committee of the Board consisting of two or more members shall
be governed by the provisions herein contained for regulating the meetings and proceedings of the Directors
so far as the same are applicable thereto and are not superseded by any regulations made by the Directors
under the last proceeding Article.

69.
(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.

70.
(i) A committee may elect a Chairperson of its 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 members present may choose one of their members
to be Chairperson of the meeting.

71.
(i) A committee may meet and adjourn as it thinks fit.
(ii) Questions arising at any meeting of a committee shall be determined by a majority of votes of the members
present, and in case of an equality of votes, the Chairperson shall have a second or casting vote.

72. 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 any person 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.

73. Subject to Section 175 of the Act and except a resolution which the Act requires specifically to be passed
in any board meeting, a resolution in writing, signed by the majority 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 as
valid and effectual 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

74. 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 thinks 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.

75. A provision of the Act or these regulations requiring or authorising 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

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 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 or chief financial officer.

THE SEAL

76.
1) The Board shall provide a common seal for the purposes of the Company and shall have power, from time
to time, to vary or cancel the same and substitute a new seal in lieu thereof. The Board shall provide for the
safe custody of the seal for the time being.

2) Subject to any statutory requirements as to Share Certificates or otherwise, the seal of the company shall
not be affixed to any Instrument except by the authority of a resolution of the Board or of a committee of
the Board authorised by it in that behalf, and except in the presence of at least two directors and of the
secretary or such other person as the Board may appoint for the purpose; and those two directors and the
secretary or other person aforesaid shall sign every instrument to which the seal of the company is so affixed
in their presence.

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 or for equalizing 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 not, to 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 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 providing that 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 relation to the shares of the company.

82.

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(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 address of 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 person and 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 entitled to share therein
in the manner mentioned in the Act.

85. No dividend shall bear interest against the company.

ACCOUNTS

86.
(1) The Board shall cause proper books of accounts to be maintained under Sections 128 & 129 of the Act.
(2) 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 or them, shall
be open to the inspection of members not being Directors.
(3) 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 shall be 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 company against 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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 OTHERS
89.
SHARE WARRANTS
1. The Company may issue share warrant, subject to and in accordance with, the provisions of the
Companies Act 2013 and accordingly the Board may in its discretion with respect of any share which is
fully paid up, on application in writing signed by the person registered as holder of the share and
authenticated by such evidence (if any) as the Board may, from time to time, require as to the identity
of the person signing the application and on receiving the certificate (if any) of the share; and the amount
of the stamp duty on the warrant and such fee as the Board may, from time to time, require, issue a share
warrant.

2. (1) The bearer of a share warrant may at any time deposit the warrant at the office of the
Company and so long as the warrant remains so deposited, the depositor shall have the same right of
signing a requisition for calling a meeting of the Company and of attending and voting and exercising,
the other privileges of a member at any meeting held after the expiry of two clear days from the time of
deposit, as if his name were inserted in the register of members as the holder of the shares included in
the deposited warrant.
(2) Not more than one person shall be recognised as depositor of the share warrant.
(3) The Company shall, on two days written notice, return the deposited share warrant to the depositor.

3. (1) Subject as herein otherwise expressly provided, no person shall, as bearer of a share warrant,
sign a requisition for calling meeting of the Company or attend or vote or exercise any other privilege
of a member at a meeting of the company or be entitled to receive any notice from the Company.
(2) The bearer of a share warrant shall be entitled in all other respects to the same privileges and
advantages as if he was named in the register of member as the holder of the shares including in the
warrant and he shall be deemed to be a member of the Company in respect thereof.
4. The Board may, from time to time, make rules as to the terms on which (if it shall think fit) a new share
warrant or coupon may be issued by way of renewal in case of defacement, loss or destruction of the
original.

MANAGING DIRECTOR(S) AND WHOLE TIME DIRECTOR(S)

1. Subject to provisions of Section 196 & 197 of the Act, the Board of Directors may, from time to time,
appoint one or more of their body to the office of Managing Directors or whole time Directors for a
period not exceeding 5 (five) years at a time and on such terms and conditions as the Board may think
fit and subject to the terms of any agreement entered into with him, may revoke such appointment, and
in making such appointments the Board shall ensure compliance with the requirements of the Companies
Act, 2013 and shall seek and obtain such approvals as are prescribed by the Act, provided that a Director
so appointed, shall not be whilst holding such office, be subject to retirement by rotation but his
appointment shall automatically be determined if he ceases to be a Director.

2. The Board may entrust and confer upon Managing Director/s or whole time Director/s any of the powers
of management which would not otherwise be exercisable by him upon such terms and conditions and
with such restrictions as the Board may think fit, subject always to the superintendence, control and
direction of the Board and the Board may, from time to time revoke, withdraw, alter or vary all or any
of such powers.

3. Subject to Section 203 of the Act, a Secretary of the Company may be appointed by the Board on such
terms, at such remuneration and upon such conditions as it may think fit, and any Secretary so appointed
may be removed by the Board.

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 BALANCE SHEET AND PROFIT AND LOSS ACCOUNT

1. Balance Sheet and Profit and Loss Account of the Company will be audited once in a year by a qualified
auditor for correctness as per provision of the Act.

AUDIT

1.
(a) The first Auditor of the Company shall be appointed by the Board of Directors within thirty
days from the date of registration of the Company and the Auditors so appointed shall hold office until
the conclusion of the first Annual General Meeting.
(b) The auditor shall be hold office from the conclusion of First Annual General Meeting till
conclusion of Sixth Annual General Meeting
(c) The remuneration of the Auditor shall be fixed by the Company in the Annual General Meeting
or in such manner as the Company in the Annual General Meeting may determine. In case of an
Auditor appointed by the Board his remuneration shall be fixed by the Board.
(d) The Board of Director may fill any casual vacancy in the office of the auditor and where any
such vacancy continues, the remaining auditor, if any may act, but where such vacancy is caused by
the resignation of the auditors and vacancy shall be filled up by the Company in General Meeting.

SECRECY

1. Subject to the provisions of law of land and the act, every manager, auditor trustee, member of a
committee, officer servant, agent accountant or other persons employed in the business of the company
shall, if so required by the Board of Directors before entering upon his duties, sign, declaration, pledging
himself to observe strict secrecy respecting all transactions of the Company with its customers and the
state of account with individuals and in matters relating thereto and shall by such declaration pledge
himself, not to reveal any of the matters which may come to his knowledge in the discharge of his duties
except when required to do so by the directors or by any court of law and except so far as may be
necessary in order to comply with any of the provisions in these presents.

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 SECTION IX – OTHER INFORMATION

MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION

The copies of the following contracts which have been entered or are to be entered into by our Company (not
being contracts entered into in the ordinary course of business carried on by our Company or contracts entered
into more than two years before the date of this Red Herring Prospectus) which are or may be deemed material
will be attached to the copy of the Red Herring Prospectus which will be delivered to RoC for registration.
Copies of these contracts and also the documents for inspection referred to hereunder, may be inspected at
the Corporate Office between 10.00 a.m. and 5.00 p.m. on all Working Days from the date of the Red Herring
Prospectus until the Bid/Issue Closing Date.

A. Material Contracts

1. Memorandum of Understanding dated March 24, 2023 entered into between our Company, the Selling
Shareholder and the Book Running Lead Manager.

2. Memorandum of Understanding dated March 24, 2023 entered into between our Company, the Selling
Shareholder and the Registrar to the Issue.

3. Tripartite Agreement dated March 16, 2023 between CDSL, our Company and the Registrar to the Issue.

4. Tripartite Agreement dated February 16, 2023 between NSDL, our Company and the Registrar to the
Issue.

5. Escrow Agreement dated August 09, 2023 between our Company, the Selling Shareholder, the Book
Running Lead Manager, the Syndicate Members, the Escrow Collection Bank(s), Sponsor Bank(s),
Refund Bank(s) and the Registrar to the Issue.

6. Share Escrow Agreement dated August 10, 2023 between our Company, the Selling Shareholder, the
Share Escrow Agent and the Book Running Lead Manager.

7. Syndicate Agreement dated of August 09, 2023 & addendum to the Syndicate Agreement dated August
31, 2023 between our Company, the Selling Shareholder, the Book Running Lead Manager, the
Syndicate Members and Registrar to the Issue.

8. Monitoring Agency Agreement dated July 27, 2023 amongst our Company and the Monitoring Agency.

9. Underwriting Agreement dated of [●] between our Company, the Selling Shareholder, the Book
Running Lead Manager and the Underwriters.

B. Material Documents

1. Certified true copies of the Memorandum and Articles of Association of our Company, as amended from
time to time.

2. Certificate of incorporation dated December 21, 2010; issued by the Registrar of Companies, National
Capital Territory of Delhi and Haryana;

3. Fresh Certificate of Incorporation was issued by the Registrar of Companies, Delhi on October 26, 2022;

525 | P a g e
 4. Fresh certificate of incorporation consequent to change of name was issued by the Registrar of
Companies, Delhi (“RoC”) on November 25, 2022.

5. Resolution of the Board of Directors dated March 14, 2023 authorizing the Issue.

6. Shareholders’ Resolution passed at the Extra-ordinary General Meeting of the Company held on March
15, 2023 authorizing the Issue.

7. Report of our Statutory Auditor dated July 27, 2023 regarding the Restated Financial Statement of our
Company for year ended, March 31, 2023, 2022 and 2021 included in this Red Herring Prospectus.

8. Statement of Tax Benefits dated July 27, 2023 issued by our Statutory Auditor.

9. Consents of our Directors, the Selling Shareholder, Chief Financial Officer, Company Secretary and
Compliance Officer, BRLM, Legal Counsel to the Issue, Statutory Auditor and Peer Reviewed Auditor,
Registrar to the Issue, Escrow Collection Banks, Public Offer Account Bank, Sponsor Banks,
Refund Bank, Bankers to our Company and Syndicate Members as referred to in their specific
capacities.
10. Consent from CARE Advisory Research and Training Limited dated August 07, 2023 to include
contents or any part thereof from their report titled “Industry Research Report on Infrastructure sector
in India (Roads, Construction, Water and Power Sector)” dated August 07, 2023 in this Red Herring
Prospectus;
11. Industry Report titled “Industry Research Report on Infrastructure sector in India (Roads, Construction,
Water and Power Sector)” dated August 07, 2023 issued by CARE Advisory Research and Training
Limited, which is a paid report and was commissioned by us pursuant to an engagement letter dated
November 16, 2022 and March 27, 2023 in connection with the Issue; which is available on the website
of our Company at www.ems.co.in/investors.
12. Due diligence Certificate dated March 28, 2023 addressed to SEBI issued by the BRLM.

13. Resolution of the Board of Directors of our Company dated March 28, 2023, approving this Draft
Red Herring Prospectus.

14. Resolution of the Board of Directors of our Company dated September 01, 2023, approving this
Red Herring Prospectus.

15. Terms of appointment of executive directors.

16. In - principle listing approvals both dated June 07, 2023 from BSE Limited and Nation Stock Exchange
of India Limited.

17. SEBI observation letter no. SEBI/HO/CFD/RAC/DIL-1/EB/SM/OW/2023/26547/2 dated June 30,

2023.

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

I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, or guidelines,
or regulations issued by the Government of India or the rules, or guidelines, or regulations issued by the Securities
and Exchange Board of India, established under section 3 of the Securities and Exchange Board of India Act,
1992, as the case may be, have been complied with and no statements, disclosures and undertakings made in this
Red Herring Prospectus is contrary to the provisions of the Companies Act, 2013, the Securities Contracts
(Regulation) Act, 1956, the Securities Contracts (Regulation) Rules, 1957, the Securities and Exchange Board of
India Act, 1992, or the rules made or the guidelines or regulations issued thereunder, as the case may be. I further
certify that all statements, disclosures and undertakings in this Red Herring Prospectus are true and correct.

SIGNED BY THE CHAIRMAN & DIRECTOR OF OUR COMPANY

Name DIN Designation Signature

Ramveer Singh 02260129 Chairman & Director Sd/-

Date: September 01, 2023

Place: Delhi

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 DECLARATION

I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, or guidelines,
or regulations issued by the Government of India or the rules, or guidelines, or regulations issued by the Securities
and Exchange Board of India, established under section 3 of the Securities and Exchange Board of India Act,
1992, as the case may be, have been complied with and no statements, disclosures and undertakings made in this
Red Herring Prospectus is contrary to the provisions of the Companies Act, 2013, the Securities Contracts
(Regulation) Act, 1956, the Securities Contracts (Regulation) Rules, 1957, the Securities and Exchange Board of
India Act, 1992, or the rules made or the guidelines or regulations issued thereunder, as the case may be. I further
certify that all statements, disclosures and undertakings in this Red Herring Prospectus are true and correct.

SIGNED BY THE MANAGING DIRECTOR OF OUR COMPANY

Name DIN Designation Signature

Ashish Tomar 03170943 Managing Director Sd/-

Date: September 01, 2023

Place: Delhi

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 DECLARATION

I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, or guidelines,
or regulations issued by the Government of India or the rules, or guidelines, or regulations issued by the Securities
and Exchange Board of India, established under section 3 of the Securities and Exchange Board of India Act,
1992, as the case may be, have been complied with and no statements, disclosures and undertakings made in this
Red Herring Prospectus is contrary to the provisions of the Companies Act, 2013, the Securities Contracts
(Regulation) Act, 1956, the Securities Contracts (Regulation) Rules, 1957, the Securities and Exchange Board of
India Act, 1992, or the rules made or the guidelines or regulations issued thereunder, as the case may be. I further
certify that all statements, disclosures and undertakings in this Red Herring Prospectus are true and correct.

SIGNED BY THE WHOLE TIME DIRECTOR OF OUR COMPANY

Name PAN Designation Signature

Kritika Tomar 09777840 Whole Time Director Sd/-

Date: September 01, 2023

Place: Delhi

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 DECLARATION

I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, or guidelines,
or regulations issued by the Government of India or the rules, or guidelines, or regulations issued by the Securities
and Exchange Board of India, established under section 3 of the Securities and Exchange Board of India Act,
1992, as the case may be, have been complied with and no statements, disclosures and undertakings made in this
Red Herring Prospectus is contrary to the provisions of the Companies Act, 2013, the Securities Contracts
(Regulation) Act, 1956, the Securities Contracts (Regulation) Rules, 1957, the Securities and Exchange Board of
India Act, 1992, or the rules made or the guidelines or regulations issued thereunder, as the case may be. I further
certify that all statements, disclosures and undertakings in this Red Herring Prospectus are true and correct.

SIGNED BY THE EXECUTIVE DIRECTOR OF OUR COMPANY

Name DIN Designation Signature

Neeraj Srivastava 05309378 Executive Director

Date: September 01, 2023

Place: Delhi

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 DECLARATION

I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, or guidelines,
or regulations issued by the Government of India or the rules, or guidelines, or regulations issued by the Securities
and Exchange Board of India, established under section 3 of the Securities and Exchange Board of India Act,
1992, as the case may be, have been complied with and no statements, disclosures and undertakings made in this
Red Herring Prospectus is contrary to the provisions of the Companies Act, 2013, the Securities Contracts
(Regulation) Act, 1956, the Securities Contracts (Regulation) Rules, 1957, the Securities and Exchange Board of
India Act, 1992, or the rules made or the guidelines or regulations issued thereunder, as the case may be. I further
certify that all statements, disclosures and undertakings in this Red Herring Prospectus are true and correct.

SIGNED BY THE INDEPENDENT DIRECTOR OF OUR COMPANY

Name DIN Designation Signature

Mukesh Garg 08936325 Independent Director Sd/-

Date: September 01, 2023

Place: Delhi

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 DECLARATION

I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, or guidelines,
or regulations issued by the Government of India or the rules, or guidelines, or regulations issued by the Securities
and Exchange Board of India, established under section 3 of the Securities and Exchange Board of India Act,
1992, as the case may be, have been complied with and no statements, disclosures and undertakings made in this
Red Herring Prospectus is contrary to the provisions of the Companies Act, 2013, the Securities Contracts
(Regulation) Act, 1956, the Securities Contracts (Regulation) Rules, 1957, the Securities and Exchange Board of
India Act, 1992, or the rules made or the guidelines or regulations issued thereunder, as the case may be. I further
certify that all statements, disclosures and undertakings in this Red Herring Prospectus are true and correct.

SIGNED BY THE INDEPENDENT DIRECTOR OF OUR COMPANY

Name DIN Designation Signature

Swati Jain 09436199 Independent Director Sd/-

Date: September 01, 2023

Place: Delhi

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 DECLARATION

I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, or guidelines,
or regulations issued by the Government of India or the rules, or guidelines, or regulations issued by the Securities
and Exchange Board of India, established under section 3 of the Securities and Exchange Board of India Act,
1992, as the case may be, have been complied with and no statements, disclosures and undertakings made in this
Red Herring Prospectus is contrary to the provisions of the Companies Act, 2013, the Securities Contracts
(Regulation) Act, 1956, the Securities Contracts (Regulation) Rules, 1957, the Securities and Exchange Board of
India Act, 1992, or the rules made or the guidelines or regulations issued thereunder, as the case may be. I further
certify that all statements, disclosures and undertakings in this Red Herring Prospectus are true and correct.

SIGNED BY THE INDEPENDENT DIRECTOR OF OUR COMPANY

Name DIN Designation Signature

Chetna 08981045 Independent Director Sd/-

Date: September 01, 2023

Place: Delhi

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 DECLARATION

I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, or guidelines,
or regulations issued by the Government of India or the rules, or guidelines, or regulations issued by the Securities
and Exchange Board of India, established under section 3 of the Securities and Exchange Board of India Act,
1992, as the case may be, have been complied with and no statements, disclosures and undertakings made in this
Red Herring Prospectus is contrary to the provisions of the Companies Act, 2013, the Securities Contracts
(Regulation) Act, 1956, the Securities Contracts (Regulation) Rules, 1957, the Securities and Exchange Board of
India Act, 1992, or the rules made or the guidelines or regulations issued thereunder, as the case may be. I further
certify that all statements, disclosures and undertakings in this Red Herring Prospectus are true and correct.

SIGNED BY THE INDEPENDENT DIRECTOR OF OUR COMPANY

Name DIN Designation Signature

Achal Kapoor 09150394 Independent Director Sd/-

Date: September 01, 2023

Place: Delhi

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 DECLARATION

I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, or guidelines,
or regulations issued by the Government of India or the rules, or guidelines, or regulations issued by the Securities
and Exchange Board of India, established under section 3 of the Securities and Exchange Board of India Act,
1992, as the case may be, have been complied with and no statements, disclosures and undertakings made in this
Red Herring Prospectus is contrary to the provisions of the Companies Act, 2013, the Securities Contracts
(Regulation) Act, 1956, the Securities Contracts (Regulation) Rules, 1957, the Securities and Exchange Board of
India Act, 1992, or the rules made or the guidelines or regulations issued thereunder, as the case may be. I further
certify that all statements, disclosures and undertakings in this Red Herring Prospectus are true and correct.

SIGNED BY THE CHIEF FINANCIAL OFFICER OF OUR COMPANY

Name PAN Designation Signature

Chief Financial
Gajendra Parihar BDFPP5287B Sd/-
Officer

Date: September 01, 2023

Place: Delhi

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 DECLARATION

I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, or guidelines,
or regulations issued by the Government of India or the rules, or guidelines, or regulations issued by the Securities
and Exchange Board of India, established under section 3 of the Securities and Exchange Board of India Act,
1992, as the case may be, have been complied with and no statements, disclosures and undertakings made in this
Red Herring Prospectus is contrary to the provisions of the Companies Act, 2013, the Securities Contracts
(Regulation) Act, 1956, the Securities Contracts (Regulation) Rules, 1957, the Securities and Exchange Board of
India Act, 1992, or the rules made or the guidelines or regulations issued thereunder, as the case may be. I further
certify that all statements, disclosures and undertakings in this Red Herring Prospectus are true and correct.

SIGNED BY THE COMPANY SECRETARY & COMPLIANCE OFFICER OF OUR COMPANY

Name PAN Designation Signature

Company Secretary
Deepak Kumar CYKPK5779C & Compliance Sd/-
Officer

Date: September 01, 2023

Place: Delhi

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 DECLARATION

I, Ramveer Singh acting as a Selling Shareholder, hereby certify and confirm that all statements, disclosures and
undertakings made or confirmed by me in this Red Herring Prospectus in relation to myself, as a Selling
Shareholder and my respective portion of the Offered Shares, are true and correct. I assume no responsibility, as
a Selling Shareholder, for any other statements, including statements, disclosures, and undertakings, including
any of the statements made or confirmed by or relating to the Company or any other Selling Shareholder or any
other person(s) in this Red Herring Prospectus.

SIGNED BY THE PROMOTER & SELLING SHAREHOLDER OF OUR COMPANY

Name DIN Designation Signature

Promoter & Selling

Ramveer Singh 02260129 Sd/-
Shareholder

Date: September 01, 2023

Place: Delhi

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