Vishal Nirmiti Limited

This section primarily discusses the source of industry information and the current global macroeconomic scenario, focusing heavily on geopolitical risks and supply chain disruptions. It details projections for global economic growth, inflation trends, and the impact of various conflicts, such as the Israel-Iran-US confrontation, on trade, energy, and shipping. Furthermore, it outlines shifts in the global trade environment towards regionalization and the increasing importance of technology and sustainability in business strategy. Finally, it provides specific analysis on India's economic growth outlook.

The provided text details various macroeconomic indicators, including historical GDP and GVA growth trends, sectoral contributions to GVA, and investment trends in India. It shows that the industrial sector experienced steady growth momentum in FY 2026, with certain sub-sectors like mining and construction showing growth, while others moderated. The services sector remained the main driver of economic growth, consistently contributing the largest share to GVA. Furthermore, capital investment indicators reflect a healthy and improving environment, with investment to GDP ratios remaining consistently above 30% and Gross Fixed Capital Formation (GFCF) growth accelerating in the latter half of FY 2025-26.

The provided text covers various economic indicators, including inflation trends, monetary policy actions, government budget allocations, and domestic demand dynamics in India. It details fluctuations in various price indices, the RBI's cycle of interest rate changes, and the government's push for infrastructure development and supply chain resilience. Furthermore, it discusses the impact of trade agreements, such as the India-EU FTA and the India-Oman CEPA, on market access and export competitiveness, while also highlighting risks associated with geopolitical events and supply chain disruptions.

The text discusses the positive economic environment in India, driven by a growing middle class and increasing per capita income, which fuels consumer demand. India is projected to become the world's third-largest economy, and the growth is supported by foreign investment and trade agreements. The text also details trends in urbanization, the shift towards a service-based economy, and the increasing demand for infrastructure, which is highlighted by the growth in the railway sleeper and MS pipe industries.

This section details the various features, applications, and end-use industries for railway sleepers, emphasizing their role in ensuring track stability and load distribution. Key features include structural strength, durability, material versatility, and resistance to environmental and operational stresses. Sleepers are crucial for maintaining track gauge and geometry, and their standardization ensures quality and interoperability across different rail networks. The end-use applications span mainline railways, high-speed rail, metro systems, industrial railways, dedicated freight corridors, and port connectivity projects.

The section details the raw materials used in the manufacturing of railway concrete sleepers, which include cement, various aggregates, water, and steel reinforcement. It further outlines the diverse application areas for these sleepers, covering mainline tracks, metro systems, high-speed rail corridors, bridges, tunnels, and industrial freight railways. The text also discusses the global market scenario for railway sleepers, noting steady growth driven by infrastructure expansion, and analyzes the historical export-import trends for cement and concrete articles.

The analysis details the global export landscape for articles of cement, concrete, or artificial stone, highlighting the dominance of China and Europe, alongside the growing role of Asian economies. Furthermore, the text discusses the expected growth trajectory for the railway sleeper market, which is projected to grow at a CAGR of 3.8% over the next five years, driven by infrastructure development. Key factors shaping this growth include technological shifts towards high-speed rail, innovations in sleeper materials, and supportive government policies and investment in railway infrastructure.

The text discusses the strategic focus of the Indian Railways towards future growth, including a National Rail Plan (NRP) for India-2030, which aims to increase freight modal share, reduce transit times, and achieve 100% electrification. Key strategic aims involve expediting projects like multi-tracking and speed upgrades, developing new infrastructure corridors, and encouraging private sector participation. Major challenges identified include high capital intensity, land acquisition issues, capacity constraints, technological skill gaps, and financial sustainability concerns. Furthermore, the supply chain for railway concrete sleepers faces challenges related to raw material availability, transportation bottlenecks, and regulatory restrictions.

The railway industry is facing pressure to consolidate due to increased capital intensity, which favors larger, well-resourced players. Production methods are shifting towards sustainability, focusing on greener materials and energy-efficient processes to meet national goals. Regulatory frameworks act as both a safeguard and a growth enabler by ensuring safety while simultaneously pushing for technological investment and market consolidation. Key mandates include the adoption of pre-stressed concrete sleepers and the promotion of sustainable practices in the sector.

The RDSO vendor approval framework is a structured technical qualification process designed to assess a manufacturer's capability before they can supply designated railway products. This framework involves multiple stages, including application submission, preliminary scrutiny, capability assessment, prototype inspection/testing, factory inspection, and ultimately, the grant of vendor approval. The process emphasizes evaluating the manufacturer's overall production capability, infrastructure, and quality assurance systems rather than solely on product testing. Furthermore, approved manufacturers are subject to ongoing surveillance to ensure continued compliance with technical and quality requirements.

The text discusses the strategic importance of the RDSO vendor approval framework, which is crucial for ensuring product quality and technical standards in the Indian Railways procurement ecosystem. This framework mandates that manufacturers demonstrate capability in terms of production infrastructure, testing facilities, and quality assurance systems before they can supply products. The approval process is a lifecycle-based system that involves continuous surveillance and monitoring post-approval to ensure ongoing compliance with technical requirements. The text also details the manufacturing process for Mild Steel (MS) pipes and tubes, which involves several controlled steps from raw material preparation to final inspection and testing.

The global mild steel pipes and tubes market has shown a stable growth trajectory, with projections indicating expansion through FY 2025. The market's growth is driven by sustained demand from infrastructure expansion, industrial development, and construction activities worldwide. Key inputs for pipe manufacturing include hot-rolled steel coils and slabs, which are derived from iron ore or recycled steel scrap. Demand is concentrated across various sectors such as oil & gas, construction, automotive, and utilities, with consumption trends reflecting macroeconomic cycles and regional industrial policies. While trade showed strong growth post-pandemic, subsequent years indicated a slowdown due to softening global demand and increased self-reliance in steel-based products.

The global trade in welded tubes, pipes, and hollow profiles shows a strong performance with exports consistently surpassing imports across various periods, indicating a robust production capacity. The market has experienced cycles of rapid growth followed by corrections, suggesting that while global demand is significant, trade gaps are narrowing. The market is expected to grow substantially, driven by increasing industrialization and infrastructure upgrades worldwide. Furthermore, the market is evolving due to demands for value-added products, technological advancements, and the impact of raw material costs and regulatory factors.

The market for mild steel pipes and tubes shows a healthy and scalable growth model, driven by increased demand from various sectors. Consumption is supported by the adoption of mild steel pipes in secondary applications like scaffolding and greenhouse structures, alongside government efforts to modernize water distribution. Production has seen a shift towards automated forming and welding technologies, which has improved product consistency and reduced import reliance. Furthermore, the introduction of BIS certification norms has encouraged investment in compliant manufacturing units, leading to a scalable growth trajectory for the market.

The regulatory landscape for MS pipes is highly standardized, requiring strict adherence to quality control measures such as dimensional accuracy, mechanical properties, and surface finish, enforced through BIS standards. These standards ensure product reliability across various engineering applications. Furthermore, various government initiatives, like the Jal Jeevan Mission, the Production Linked Incentive (PLI) Scheme, and the Make in India initiative, are creating significant demand and support for the domestic manufacturing sector. Additionally, policies governing Pumped Storage Projects (PSPs) are driving the need for specialized components like penstock pipes, which are critical for the execution of these infrastructure projects.

The regulatory framework for renewable energy projects in Maharashtra is subject to continuous evolution through amendments to MERC regulations, Green Energy Open Access provisions, and various Government notifications, which aim to enhance grid integration and energy utilization. Key aspects include evolving rules on energy banking, wheeling and transmission charges, cross-subsidy surcharges, and time-of-day settlement mechanisms. Furthermore, the Pumped Storage Project (PSP) framework has seen significant changes, including new guidelines from the Ministry of Power that structure the entire project lifecycle from planning to commercial viability, emphasizing detailed engineering and quality assurance.

The text discusses the sustained demand for fabricated steel penstocks and hydro-mechanical equipment due to the government's focus on expanding pumped storage capacity. This demand is expected to be further fueled by policy initiatives that streamline project approvals. Manufacturers are increasingly expected to demonstrate capabilities in precision fabrication, welding, non-destructive testing, and corrosion protection to meet rigorous engineering standards. However, the industry faces several threats, including raw material price fluctuations, competition from alternative piping materials, environmental and regulatory pressures, and demand variability tied to macroeconomic factors.

Vishal Nirmiti Limited (VNL), established in 1994, has operated in the infrastructure and manufacturing sectors for three decades. The company's activities encompass a broad portfolio including the manufacturing of pre-stressed concrete sleepers, various types of pipes, and hydro-mechanical equipment for water resource management. The company has undergone corporate changes, including an amalgamation that significantly expanded its infrastructure business, and it continues to execute existing railway contracts and develop new infrastructure capabilities. Key products include components for railway infrastructure, pipelines, and equipment for water management.

The company operates in the civil engineering, manufacturing, and construction sectors, focusing on the production and dealing of Pre-Stressed Concrete (PSC) sleepers for railways, along with the fabrication of Mild Steel (MS) Pipes and related components for Pumped Storage Projects (PSP). The business is segmented into a manufacturing segment and a services segment, catering to various infrastructure and engineering projects. The company has established itself across several states, including Maharashtra, Madhya Pradesh, Gujarat, Himachal Pradesh, Odisha, Delhi, Punjab, and Karnataka, through owned, leased, or licensed units. Key revenue streams include the manufacturing of PSC sleepers, MS Pipes, precast concrete elements, and various job work services, alongside revenue from power generation through windmills and leasing activities.

The company's revenue data shows significant dependency on key customers, with Indian Railways being the largest customer, accounting for 40.56% of revenue in Fiscal 2026. The top five customers consistently include Indian Railways, Larsen & Toubro Limited, and Samruddhi Industries (a Promoter Group Entity). The company possesses strong execution capabilities across various infrastructure projects, including the manufacturing of PSC sleepers and the fabrication and erection of MS pipes. The railway sleeper market is expected to grow substantially, driven by modernization and expansion of rail networks, which benefits the precast concrete sector.

The company emphasizes building long-term relationships with customers through trust, consistent performance, and understanding of evolving needs, which is crucial for sustainable growth and stable revenue streams. These relationships foster loyalty, word-of-mouth referrals, and provide valuable market insights for innovation. The company highlights its execution capabilities, which result in repeat business, and its ability to adapt to market trends by incorporating customer feedback to improve offerings. The management team, comprising individuals with professional, technical, and commercial experience, is credited with driving the company's growth and execution. The company operates through a diversified business model spanning multiple verticals within the infrastructure and engineering ecosystem.

The company focuses on growing its manufacturing business for PSC sleepers and MS pipes while simultaneously enhancing its services sector. The strategy involves increasing market share within existing customer bases and aiming to secure new orders for MS pipes to build the order book. The company intends to improve efficiency, reduce costs, and increase profitability across its verticals by streamlining supply chains and processes. Furthermore, the company plans to specialize in the railway infrastructure sector and explore new growth areas in civil infrastructure and modern track systems. The MS Pipes division leverages its expertise in fabricating large diameter pipes to serve clients in various irrigation and infrastructure projects.

This section details the unit-wise capacity installed and utilized for pre-cast elements at the manufacturing facility located in Nadiad, Gujarat, across Fiscal 2026, 2025, and 2024. The data provided includes installed capacity, actual production, and utilization percentages for Noise Barriers and Cable Ducts. The subsequent text describes the manufacturing process for PSC sleepers, which involves several steps including cleaning moulds, oiling, fixing inserts, tensioning high tensile strength wires, concreting, steam curing, de-moulding, inspection, and testing of the sleepers. Furthermore, the text outlines the process for fabricating and painting MS Pipes, covering plate handling, marking and cutting, rolling and bending plates, fit-up of segments, welding, and various inspection and testing procedures.

The company's core business involves surface blasting, coating, and painting of pipes, which is subject to client approval for the final coating conformity. The company produces various products including PSC sleepers, MS Pipes, and pre-cast elements like noise barriers and cable ducts. Raw materials primarily consist of cement, sand, aggregates, and various grades of steel, including mild steel, carbon steel, alloy steel, and stainless steel. The company manages its supply chain by procuring materials from various suppliers, with efforts made to diversify the vendor base to reduce concentration risk. Manufacturing facilities utilize grid power supplemented by diesel generators for backup, and water is sourced from municipal borewells and sometimes private tankers. The business operates in a highly competitive environment, driving continuous improvement and innovation.

The provided text primarily details aspects related to employee management, intellectual property, and the company's physical properties. It mentions the importance of a trained and experienced employee base for success in the construction and infrastructure sector, outlining efforts to attract, engage, retain, and develop key talent through various initiatives and training programs. The text also lists intellectual property applications, details various properties owned, licensed, or leased by the company, and specifies the purpose of some properties, such as those used for liaisoning with Indian Railways and accommodating staff.

The section details various aspects related to the company's operational setup, including the status of its agreements and properties, the nature of the regulations applicable to its business, and its Corporate Social Responsibility (CSR) activities. It mentions that certain agreements and properties are not adequately registered or stamped, which could potentially affect business operations. Furthermore, the text lists numerous Indian laws and regulations pertinent to various industries, such as Railways, Electricity, and environmental laws, which govern the company's operations.

This section details various laws and regulations applicable to the company's operations in India, covering aspects such as air pollution control, intellectual property, taxation, property laws, industrial and labour regulations, and general commercial laws. It lists numerous acts and codes that the company must comply with, including provisions related to contracts, arbitration, and the protection of digital personal data.

The company's history began with its incorporation as a private limited company on June 30, 1994, and it underwent several name and conversion changes over the years. Key milestones include name changes in 2004 and 2005, followed by a conversion to a public limited company in August 2025. The company has also had several changes in its registered office address between 1994 and 2015. The Memorandum of Association has seen several amendments regarding the authorized share capital over the last ten years, including significant increases and subdivisions. Furthermore, the company has divested a unit to Krishay Castings Limited in 2018 and participated in a scheme of amalgamation in 2007.

This section details various corporate actions, including share allotments, amalgamation events, and business transfers that have occurred. Key events include the amalgamation of CCI Prestress Ties Private Limited with the company, the acquisition of a concrete manufacturing unit from M/s Khemchand, and a business transfer agreement with Krishay Castings Limited for railway concrete sleepers. Furthermore, the company confirms the absence of certain material agreements and guarantees by promoters or directors regarding securities dealings.

This section defines various terms and abbreviations used within the Red Herring Prospectus. It specifies that certain terms will retain their meaning as assigned under various relevant legislation, including the Companies Act, SEBI Act, and various regulations. Key entities such as the Issuer, Board, Auditors, and Key Managerial Personnel are defined, along with various offer-related terms like Bid, Bid Amount, and the process for Allotment. It also details the roles of various intermediaries and the process for accepting bids.

This section defines various terms used within the context of the offering documents. It specifies terms related to mutual funds, various types of bidders, offer components, and procedural aspects of the issuance. Key definitions cover concepts like the Net Offer, different bidder categories (like QIBs and Retail Individual Bidders), and the structure of the Offer itself.

This section primarily defines various terms used within the prospectus, covering aspects related to infrastructure, financial metrics, and regulatory bodies. It includes definitions for various pipes, investment plans, financial performance indicators like EBITDA and PAT margins, and various legal and accounting standards. It also lists numerous abbreviations and regulatory frameworks pertinent to corporate finance and securities markets.

This section outlines various conventions regarding the presentation of financial data, the use of different currencies, and the sourcing of industry and market data. It specifies that financial information is derived from restated financial statements, and warns readers about the differences between various accounting standards (Ind AS, Indian GAAP, IFRS). Furthermore, it details risks associated with forward-looking statements and the reliance on third-party industry reports, noting that such data may not be exhaustive or guaranteed.

This section details various risk factors associated with the company's operations, including dependencies on government policies, customer orders, suppliers, and the competitive nature of securing contracts. The business is heavily reliant on infrastructure projects awarded by government authorities, and there are concerns regarding potential adverse changes in government policies or the ability to secure future tenders. Furthermore, the company's profitability is linked to the performance of its services segment, which lacks guaranteed future profitability, and the reliance on its customers and suppliers for raw materials and components.

The company notes that its operations and revenue are concentrated in specific states, namely Maharashtra, Madhya Pradesh, and Gujarat, which account for a significant portion of its revenue. The company is exposed to risks from the general economic condition and construction/infrastructure activity in these operating states, as well as potential policy changes affecting railway infrastructure contracts. A substantial part of the revenue is derived from the manufacturing vertical, which includes the PSC sleeper division, the MS Pipes division, and the pre-cast elements division. The company also faces risks related to the dependency on work orders from clients and the uncertainty regarding the receipt of outstanding amounts from customers.

The provided text details various risks related to the company's operations, including dependency on third-party contractors, exposure to delays, and potential issues with raw material supply. The company's business involves manufacturing and dealing in PSC sleepers, pre-cast and prestressed concrete products, and fabrication/erection of various pipes. Furthermore, the business is subject to strict quality requirements and regulatory oversight from bodies like the RDSO. The company also faces risks related to potential non-compliance with certain regulatory filings and the dependency on evolving policy frameworks for Pumped Storage Projects (PSP).

The provided text discusses various risks related to the company's operations, including regulatory changes, insurance coverage, property leases, legal proceedings, and financial covenants. It highlights potential adverse effects on the business, such as delays in project execution, inability to obtain necessary approvals, and risks associated with asset insurance and contractual agreements. Furthermore, the text details issues concerning the tracing and enforceability of certain property agreements and the potential for litigation to impact the company's financial condition. It also touches upon the dependency on key management personnel and the risks associated with failing to meet product specifications.

The section discusses several risks related to the company's operations, liabilities, and compliance. It highlights potential adverse effects from under-utilization of manufacturing capacities, contingent liabilities, inadequacies in information and reporting systems, and risks associated with promoter conflicts of interest. Furthermore, the text details risks concerning employee attrition, the traceability of corporate records, potential intellectual property infringement claims, and the dependency on working capital, electricity, and water supply for manufacturing. Finally, it addresses past delays in paying statutory contributions and the possibility of future regulatory actions or penalties.

This section details various aspects related to the company's statutory dues, business risks, and financial aspects concerning the issuance of securities. It outlines risks associated with business operations in the power generation segment, including climatic dependency and regulatory changes in Maharashtra. The company's business involves civil engineering, manufacturing, and construction services for various infrastructure projects. Furthermore, it discusses risks related to material variations in project costs and the potential for adverse effects on profitability. The section also covers risks related to physical hazards in operations and the dependency on brand reputation, as well as potential issues with related party transactions and debt financing.

The text discusses various risks related to credit ratings, operational dependencies, and external economic and regulatory factors that could negatively impact the company's business. Risks include potential issues with borrowing costs due to credit rating downgrades, dependency on third-party logistics providers, vulnerability to natural disasters, and uncertainty from changing laws and regulations. Furthermore, forward-looking statements are based on assumptions that are subject to uncertainties, and the business performance is dependent on the Indian economy and market conditions.

The text discusses various risks related to foreign investment, including restrictions imposed by Indian laws, which can limit the ability to attract foreign investors. It details that certain investments may require government approval, especially concerning entities from countries sharing a land border with India. Furthermore, the text covers tax implications on the sale of equity shares, including capital gains tax and Securities Transaction Tax (STT). It also highlights potential adverse effects from political changes, economic instability, and various regulatory developments in India.

This section discusses various legal and regulatory aspects related to the offer, including the enforcement of foreign judgments and the rights of equity holders. It details that holders of Equity Shares might face restrictions on pre-emptive rights under Indian law, which could lead to future dilution of ownership. Furthermore, it addresses the uncertainty regarding the timely listing and trading of the Equity Shares on stock exchanges. It also outlines restrictions on bid withdrawals for different types of bidders and mentions that events occurring between bid submission and allotment could affect investors' decisions or the ability to sell the shares.

This section outlines the details of the securities offering, specifying the limits for Fresh Offer and Offer for Sale components. The offer is divided into QIB, Non-Institutional, and Retail portions, with specific allocations reserved for different investor categories based on application size. The document also details the equity shares outstanding before and after the offer, and clarifies the authorization procedures for the offer components.

This section presents the Restated Statement of Profit and Loss, showing income, expenses, profit before tax, and profit after tax for the years ended March 31, 2026, March 31, 2025, and March 31, 2024. It also details the Restated Statement of Cash Flows, including cash generated from operating, investing, and financing activities, and the net change in cash and cash equivalents over the same periods. Furthermore, the document summarizes contingent liabilities, such as claims against the company and bank guarantees, as of the specified dates.

This section details the authorized and issued equity share capital of the company as of the date of the Draft Red Herring Prospectus. It outlines the structure of the share capital, including the authorized share capital, the issued and paid-up share capital before the offer, and provisions for fresh offers and offers for sale. Furthermore, it provides a detailed history of equity share allotments, including various dates, numbers of shares allotted, face value, and nature of consideration, which includes cash and further issue.

The provided section details various shareholding and transfer transactions, including a cash bonus issue and secondary transactions of equity shares. It lists numerous individuals and entities with their respective shareholdings, and some transactions are noted as cash or non-cash. Furthermore, the section includes historical details regarding the allotment and redemption of preference shares and various transfers of equity shares between shareholders.

This section details various shareholding transactions and changes in promoter holdings across different dates. The data includes records from November 20, 2017, March 30, 2019, November 30, 2021, and various transactions leading up to June 17, 2025, and June 30, 2025. The records show changes in ownership percentages, with some transactions involving cash payments and others involving gifts or non-disclosed amounts. Several transactions show changes in holdings by different parties, including those related to Tapadiya, Gilada, and others.

This section details various shareholding structures and transactions with different entities as of specific dates. It lists several individuals and entities with associated share counts, face values, and consideration details. Furthermore, it mentions that the company has not issued any equity shares at a price lower than the Offer Price in the last year, except for bonus issuances. It also clarifies that no equity shares have been issued out of revaluation reserves since incorporation, except as disclosed below.

The section details various transactions and shareholding movements involving promoters and other entities, including amalgamations and issue of equity shares. It covers shareholding data from different dates, including initial subscriptions, further allotments, transfers, and restructuring events. Specific attention is given to the build-up of promoter shareholding and subsequent changes due to various corporate actions.

This section details numerous transactions, including transfers, allotments, and bonus issues spanning from 2007 to 2025. It outlines various shareholding movements involving different parties and specifies regulatory requirements for locking in promoter contributions for various periods. Furthermore, the document assures that the equity shares being locked-in are not pledged and clarifies conditions for transferring such shares to members of the promoter group.

The section discusses various aspects related to the recording and transferability of equity shares, including provisions under SEBI ICDR Regulations regarding locked-in shares and the pledging of equity shares as collateral for loans. It details conditions for transferring shares held by promoters or others, and specifies different lock-in periods for various scenarios. Furthermore, the text presents a detailed shareholding pattern of the company as of the Red Herring Prospectus date, including various categories of shareholders and the number of shares they hold.

This section details various aspects of the company's capital structure, including promoter and selling shareholder shareholdings, and details regarding the acquisition costs of equity shares. It presents data on pre-offer and post-offer shareholding percentages for different categories of shareholders. Furthermore, it includes information on the weighted average cost of acquisition for promoter and selling shareholders, as well as details on securities acquired within the preceding years.

This section outlines various provisions regarding the alteration of the company's capital structure and restrictions on transactions involving the promoter group. It details the company's ability to change its capital structure within a six-month period for specific purposes, such as financing acquisitions or regulatory compliance. Furthermore, it specifies that the promoter group members will not participate in certain offers or receive proceeds from them, and restricts further equity share issuance except as stated in the prospectus until certain conditions are met. The text also confirms that all issued and transferred equity shares are fully paid-up.

The Offer involves a Fresh Offer and an Offer for Sale of Equity Shares. The Offer for Sale allows the Selling Shareholder to sell up to 15,0 Equity Shares, with the proceeds not forming part of the Net Proceeds. The Net Proceeds from the Fresh Offer are proposed to be used for funding various company requirements, including working capital, loan repayments, and general corporate purposes. The utilization of these funds is based on internal management estimates and is subject to various factors and revisions.

This section details the holding periods for various financial items, including current assets, liabilities, and loans, for different fiscal years. It outlines expected changes in these holding periods for Fiscal 2027, such as anticipated reductions in trade payables and other current liabilities. Furthermore, it specifies the proposed utilization of net proceeds for the repayment or pre-payment of term loans availed by the company.

The company has flexibility in utilizing any balance net proceeds, up to 25% of the Fresh Offer, for general corporate purposes, which include strategic initiatives, business development, capital expenditure, and branding. The company is prohibited from using general-purpose corporate borrowings for working capital requirements. Furthermore, the company may utilize other business-related proceeds if approved periodically by the Board. Various sections detail the estimated expenses related to the offer, including listing fees, brokerage, and various processing charges for different bidder categories. The company is obligated to monitor the utilization of net proceeds through a Monitoring Agency and to disclose these uses to the Audit Committee and Stock Exchanges.

The section details the basis for determining the offer price, which involves consultation with BRLM and assessment of market demand based on quantitative and qualitative factors. Qualitative factors include integrated manufacturing operations, technical capabilities derived from relationships with global manufacturers, an effective order book providing revenue visibility, and experienced management. Quantitative factors are derived from restated financial statements, including various Earnings per Share (EPS) figures, Price/Earnings (P/E) ratios, Industry Peer Group P/E ratios, Return on Net Worth (RoNW), Net Asset Value (NAV), and comparisons with industry peers. The text also outlines various Key Performance Indicators (KPIs) used to analyze business performance.

This section primarily discusses Key Performance Indicators (KPIs) used to evaluate the company's financial and operating performance, including the Bill to Book ratio and comparisons with industry peers. It details historical trends in the Bill to Book ratio, noting a decline due to varying timelines for order receipt and project completion. Furthermore, the text outlines the methodology for selecting comparable listed peers and provides a comparison table of various financial metrics between the company and its peers across different fiscal periods. The section also covers aspects related to the issuance and transfer of equity shares, including the calculation of the Weighted Average Cost of Acquisition (WACA).

This section details the statement of possible special tax benefits available to Vishal Nirmiti Limited and its shareholders under various provisions of the Income Tax Act, 1961. It outlines several general direct tax benefits, including a lower corporate tax rate option under section 115BAA, deductions for inter-corporate dividends under section 80M, and deductions for additional employee costs under section 80JJAA. Regarding special tax benefits for shareholders, the text notes that no such benefits are available for investing in equity shares, but it details various tax treatments for shareholders concerning dividends, capital gains, and the ability of non-resident shareholders to offer income to tax.

This section details the process of examining the Restated Financial Information of Vishal Nirmiti Limited for inclusion in the Draft Red Herring Prospectus (DRHP). It outlines the scope of work performed by the auditors, the underlying financial statements used, and the adjustments made to reflect changes in accounting policies retrospectively. The examination confirms that the financial information was prepared in accordance with various legal and accounting standards.

This section details the restated Profit and Loss statement, showing various financial metrics for the years ended March 31, 2026, March 31, 2025, and March 31, 2024. Key income figures include Revenue from operations, which showed fluctuations over the three years. Expenses include Cost of Material Consumed, Employee benefits, Finance costs, and Depreciation and amortization. The profit before tax and profit after tax are also provided, along with details on tax expenses and other comprehensive income. The statement also includes a Restated Statement of Cash Flows, detailing cash generated from operating, investing, and financing activities, as well as changes in cash and cash equivalents.

This section outlines the corporate information and material accounting policies for Vishal Nirmiti Limited, including the basis of preparation for financial statements for the purpose of the Red Herring Prospectus (RHP). The company's business involves manufacturing concrete sleepers, civil construction, power generation via windmills, and infrastructure development across several Indian states. The financial information has been prepared in accordance with Indian Accounting Standards (Ind AS), and various accounting policies regarding revenue recognition, property, plant and equipment, and leases are detailed.

This section details various accounting treatments for different asset classes and financial instruments under the company's financial statements. It covers accounting for leases, inventories, investment properties, impairment of non-financial assets, financial assets and liabilities, employee benefits, provisions, income taxes, and recent accounting standard amendments. Specific rules are provided for initial recognition, subsequent measurement, and derecognition for these items.

This section details various balance sheet and investment items, including Capital Work-in-Progress (CWIP), Right of Use Assets, Investment Property, Investments, Trade Receivables, Cash, and various financial assets. The data shows movements and balances across fiscal years ending March 31, 2024, 2025, and 2026. Key components include tracking of assets like CWIP, depreciation charges, rental income from investment properties, and the composition of trade receivables.

This section details various aspects of the company's financial structure, including share capital, other equity, borrowings, leases, and provisions. The share capital details show changes in authorized and issued equity shares, including the impact of share face value changes and bonus share allotments. Borrowings are broken down into non-current and current components, and lease liabilities are presented with details on the recognition of lease expenses. Finally, provisions for employee benefits and other current liabilities are also disclosed.

This section details various financial and operational metrics for the company across three fiscal years (ending March 31st). It includes information on trade payables, current liabilities, tax liabilities, revenue from operations, revenue disaggregation by product type, contract balances, other income, cost of materials consumed, purchase of stock-in-trade, employee benefit expenses, finance costs, depreciation, and various other operating expenses. The data is presented in a format that allows for comparison across the years.

This section details various financial line items, including payments to auditors, tax expenses, and the movement in deferred tax assets and liabilities across three fiscal years. It also covers employee benefits obligations, specifically related to Provident Funds and Defined Benefit plans, including actuarial valuations and sensitivity analysis on key assumptions like discount rates, salary growth rates, and withdrawal rates.

This section details various contingent liabilities, claims, related party disclosures, and segment reporting for the company across three fiscal years. Contingent liabilities include income tax and GST claims, as well as guarantees given by the company. The section also covers pending litigation, the cancellation of an MOU, and details regarding related party transactions such as the purchase and sale of goods and property. Furthermore, it provides a breakdown of segment revenues, expenses, and resulting profits/losses for the Manufacturing and Service divisions.

This section details various financial line items, including segment breakdowns, details regarding securities for loans and working capital facilities from banks, and various loan repayment schedules. It outlines complex security arrangements for cash credit and term loans, including hypothecation and equitable mortgages on various assets and properties. Furthermore, it provides schedules for the repayment of different types of loans from various financial institutions, such as HDFC Bank, Canara Bank, and others.

This section details various financial and regulatory aspects of the company's financial statements, including balance sheet components, interest rate risk management, credit risk exposure, capital management policies, and compliance checks. It outlines the structure of borrowings, the level of debt relative to equity (gearing ratio), and various disclosures regarding related party transactions, asset revaluations, and compliance with various legal and regulatory requirements.

This section details the statement of adjustments made to the financial information, including the transition from Indian GAAP to Ind AS, and various reconciliations between the restated financial information and the audited statements. The company applied several optional and mandatory exemptions under Ind AS, such as deemed cost for assets and fair value measurement for financial instruments. Reconciliations were provided for total equity, comprehensive income, and the impact on cash flows for the year ended March 31, 2024. Furthermore, the text outlines adjustments related to impairment, reclassification of preference shares, fair valuation of equity investments, lease accounting, and employee benefit valuations.

This section details various non-GAAP measures, reconciliations, and financial statement components for the company across fiscal years ending March 31, 2026, 2025, and 2024. It includes calculations for Return on Net Worth, Net Asset Value per Equity Share, and debt/equity ratios, alongside EBITDA calculations. The text also clarifies the basis for preparing and restating financial statements according to Indian Accounting Standards (Ind AS).

This section details the basis and standards used for preparing the Restated Financial Statements, including the transition to Indian Accounting Standards (Ind AS) and various accounting policies. It outlines the approval process for the financial statements and clarifies the basis of measurement, classification of assets and liabilities, and the use of management estimates. The text also covers revenue recognition principles for contracts with customers, other revenue streams, property, plant and equipment accounting, lease accounting, inventory valuation, and impairment provisions for non-financial assets. Finally, it describes the classification and initial recognition of financial assets.

This section details the measurement and derecognition criteria for financial assets and liabilities, including provisions for impairment and employee benefits, as well as various income and expenditure components. It outlines specific accounting treatments for financial instruments, employee retirement plans, provisions, income taxes, and recent accounting standard amendments. The text also presents a table summarizing the results of operations for fiscal years 2026, 2025, and 2024, detailing revenue, expenses, profit before tax, and tax components.

The financial results show growth in operations, with total income increasing from Fiscal 2024 to Fiscal 2025, and further growth in Fiscal 2025 to Fiscal 2026. Revenue from Operations grew due to increased sales of MS pipes and construction services, while other income saw a decrease, partially offset by growth in business support services. Expenses increased, driven by various factors, though cost of materials consumed decreased. Profitability showed improvement in Fiscal 2025, with gross margins rising significantly. Cash flow data indicates changes in cash and cash equivalents over the periods.

This section details the cash flows, liquidity, and financing aspects of the company's financial position across fiscal years ending March 31, 2026, 2025, and 2024. It provides figures for operating cash flows, profit before tax, working capital adjustments, investing activities, and financing activities. The text also outlines various risk factors concerning market, interest rate, and credit risks, as well as disclosures regarding related party transactions and the concentration of revenues from key customers.

The capitalization statement shows that as of March 31, 2026, the Total Debt was ₹8,741.70 lakhs, comprising Short Term Debt of ₹4,192.79 lakhs and Long Term Debt of ₹4,548.91 lakhs. The Shareholders' Fund (Equity) stood at ₹8,678.35 lakhs, resulting in a Total Debt/Equity ratio of 1.01. The financial indebtedness section details various financing arrangements, including term loans and working capital facilities from various banks, as well as unsecured loans. A summary of borrowings shows that Total Secured Loans amounted to ₹9,962.03 lakhs as of June 30, 2026, and Total Unsecured Loans amounted to ₹1,972.51 lakhs.

This section details various types of bank guarantees and letters of credit offered by different banks, including HDFC Bank Limited and State Bank of India, along with associated commission rates and terms. It also lists numerous loans from various individuals and entities, including loans from shareholders, other parties, and various lenders, specifying interest rates and repayment terms. Furthermore, the text outlines the general tenor and security requirements for these borrowings, including various restrictive covenants and the consequences of events of default.

The section outlines various legal and litigation matters concerning the Company, its directors, promoters, and related entities. It specifies criteria for what constitutes 'material' litigation based on monetary thresholds relative to turnover, net worth, and profit/loss. Several criminal proceedings are mentioned, including traffic cases, cases under the Negotiable Instruments Act, and proceedings involving the seizure of business cash by the CBI. Furthermore, there are material civil proceedings, including disputes with the Ministry of Railways and claims against the Company over equipment. Finally, there are criminal proceedings against the promoters and a motor vehicle claim.

The section details several legal and regulatory proceedings involving the company, its promoters, and various authorities. There is one pending criminal case initiated by the promoters under the Negotiable Instruments Act, a civil suit concerning an agreement for the sale of immovable property, and several material tax proceedings involving the company, including writ petitions and appeals before the Income Tax authorities. Furthermore, there are outstanding demand notices and significant outstanding dues to creditors.

The section details various approvals, agreements, and registrations obtained by the Company, categorized into approvals related to the Offer, agreements with depository services, incorporation details, tax-related approvals, and business-related approvals. The Company has obtained several key approvals from various governmental and statutory authorities, including listings approvals, tripartite agreements with CDSL and NSDL, and numerous registrations and certificates related to GST, professional tax, and various labor laws across different states.

The provided section details various registrations, licenses, and certificates obtained by the company, covering aspects related to contract labour, factory operations, boiler certifications, and various quality management systems (ISO). It also lists several approvals related to generating power via wind power projects and various approvals for commissioning wind turbine generators. Furthermore, it lists numerous ISO certificates for different entities and calibration certificates for Vishal Nirmiti Private Limited.

This section primarily details various calibration certificates issued for Vishal Nirmiti Private Limited in Bankhedi, Madhya Pradesh, spanning multiple certificate numbers. It also lists several pending approvals related to the issue of No Objection Certificates (NOCs) for abstract groundwater for various manufacturing units across different states, including Madhya Pradesh, Gujarat, and Himachal Pradesh. Furthermore, the text outlines the criteria for identifying 'group companies' under SEBI ICDR Regulations based on related party transactions, listing nine specific companies that are considered group companies.

The section primarily details the lack of pending litigation involving the Group Companies, stating that none of them are currently party to any pending litigation that would have a material impact on the Company. It also outlines various regulatory and statutory approvals related to the Offer, including authorizations from the Board of Directors and Shareholders, and approvals for the filing of the Draft Red Herring Prospectus. Furthermore, the text confirms compliance with various regulations concerning the Offer, including those related to the Selling Shareholder's holdings and the company's eligibility for the Offer under SEBI ICDR Regulations.

The section primarily outlines the responsibilities and disclaimers related to the accuracy and disclosure of information in the Draft Red Herring Prospectus, clarifying that the filing does not absolve the company of liabilities under various sections of the Companies Act. It details various disclaimers from the Company, its Directors, and the Book Running Lead Manager (BRLM), stating that reliance on external sources is at the investor's own risk. Furthermore, it specifies restrictions on the sale and transfer of Equity Shares, including limitations on who can acquire them and where they can be sold, and details the process for listing the securities on stock exchanges.

This section primarily details various procedural and regulatory aspects related to the offer, including the listing of equity shares and the handling of investor grievances. It outlines the legal framework governing the offer, the division of charges and expenses between the company and the selling shareholder, and the ranking of equity shares regarding dividends and corporate benefits. Furthermore, it specifies the rules for dividend payments and the determination of the offer price, floor price, and price band.

This section details various procedural aspects related to the issuance and trading of Equity Shares, including the use of a Marathi newspaper, the determination of the Offer Price, shareholder rights, and the process for allotment. It outlines requirements for compliance with disclosure and accounting norms set by SEBI, specifies the rights of equity shareholders such as receiving dividends and voting rights, and discusses the allotment process in dematerialized form. Furthermore, it covers aspects related to joint holders, jurisdiction, nomination facilities, and the timeline for the Bid/Offer period and subsequent actions by the company and intermediaries.

This section details various rules and procedures related to the offer process, including compensation for delays in fund unblocking, the requirement for filing fresh prospectuses if the offer is withdrawn, and the various phases of the Unified Payments Interface (UPI) mechanism for public issues. It outlines different timelines for listing, the use of UPI for applications, and investor grievance redressal mechanisms. Furthermore, it specifies requirements for bidders regarding documentation and the process for payment of processing fees to Stock Connectivity Service Providers (SCSBs).

This section details various procedural requirements and restrictions concerning the submission of bids, particularly focusing on the use of different bidder categories such as ASBA bidders, UPI bidders, Mutual Funds, Eligible NRIs, and Foreign Portfolio Investors (FPIs). It outlines strict rules regarding the required documentation, such as bank account details and UPI IDs, and mandates that bids must adhere to specific formats and processes depending on the investor type. Furthermore, it specifies rules for handling multiple bids from FPIs and clarifies the conditions under which certain investments are permitted under FEMA and SEBI regulations.

This section details various requirements and restrictions related to different types of bidders and the documentation they must provide for participation in the offer. It outlines rules concerning FPIs, SEBI-registered funds, limited liability partnerships, banking companies, SCSBs, insurance companies, NBFC-SI, and various other entities. Specific requirements are laid out for attaching various certificates, such as those from RBI or IRDA, depending on the bidder type. Furthermore, there are detailed instructions regarding the proper submission of bids, including requirements for PAN, DP ID, Client ID, and UPI ID, as well as procedures for handling multiple bids and fund blocking through ASBA accounts.

This section primarily outlines various instructions and prohibitions related to the bidding process, including rules regarding bid amounts, submission methods, and documentation. It details numerous 'Don'ts' concerning bid sizes, payment methods, submission channels, and the use of various IDs. Furthermore, it lists technical grounds for rejecting bids, such as submitting bids without instructions to block the full bid amount or using unverified details for beneficiary accounts. The text also covers provisions related to the handling of offer proceeds, the responsibilities of the company and the selling shareholder, and penalties for impersonation involving fraud.

This section details various aspects of the offer structure, including the composition of the offer, the rules for allocation to different bidder categories, and the procedures for bidding. It outlines specific rules regarding the allocation of shares to Qualified Institutional Buyers (QIBs), Retail Individual Bidders, and the handling of oversubscription in different portions of the offer. Furthermore, the text discusses restrictions on foreign ownership of Indian securities under FEMA and the requirements for prior government approval for certain foreign investments.

This section primarily details the main provisions of the Articles of Association of Vishal Nirmiti Limited, referencing the Companies Act, 2013. It outlines various definitions, including terms related to the Board of Directors, capital, and various legal instruments. The articles cover aspects such as interpretation of terms, definitions of encumbrances, and rules regarding the issuance and transfer of shares, including provisions for dematerialization and the handling of lost or damaged share certificates.

This section details various powers and restrictions related to the issuance, transfer, and lien of securities and debentures by the Company. It covers the ability to issue shares under different methods, the power to issue bonus shares, and the ability to issue sweat equity shares to employees or directors for various considerations. Furthermore, the text outlines provisions concerning the lien the company has on shares, the process for selling such shares, and the procedures for handling calls on shares, including interest provisions and the Board's discretion in waiving payments. It also covers provisions related to the nomination and transmission of securities upon the death or insolvency of a member.

This section primarily details various provisions related to the transmission, transfer, and forfeiture of shares and securities, including provisions related to the Depositories Act and lock-in provisions for certain equity shares. It outlines procedures for handling non-payment of calls, the process for forfeiting shares, and the rights of members and beneficial owners concerning securities held in a depository form. Furthermore, it covers the company's authority to increase or reduce its share capital and various rules governing the conversion of shares into stock.

This section primarily details the procedures for resolutions, the capitalization of amounts, and the handling of various aspects of the company's general meetings. It outlines how amounts resolved for distribution can be applied to various company accounts or for the issuance of shares. Furthermore, it covers the rules for calling general meetings, the requirements for quorum, the role of the Chairperson, and various provisions concerning voting rights, including those related to proxies and electronic voting. It also specifies the rules for passing resolutions via postal ballot and the composition and remuneration of the Board of Directors.

This section details various procedural and governance aspects of the company's Board and director appointments. It covers rules regarding sitting fees for directors, the Board's power to appoint additional or alternate directors, and provisions for filling casual vacancies. Furthermore, it outlines requirements for Independent Directors, the maintenance of registers for various personnel, the powers vested in the Board, and the procedures for board and committee meetings, including voting and notice requirements.

This section primarily outlines the statutory requirements for the Company regarding the maintenance of various registers and records, including those related to members, debenture holders, loans, and contracts, and specifies conditions for keeping these records at different locations. It also details procedures for the common seal of the company, the declaration and payment of dividends, and provisions concerning the handling of unpaid dividends. Furthermore, the text covers the indemnity provided to company officers and directors against liabilities incurred in their official capacities.

This section primarily details various resolutions passed by the Board and Shareholders concerning the Offer and related matters, as well as the documentation and certifications provided by Statutory Auditors and other entities. It includes approvals for the Draft Red Herring Prospectus, Addendums, and various certificates related to financial statements, tax benefits, working capital, and key performance indicators. Furthermore, it mentions several schemes of amalgamation and business transfer agreements, alongside various consents and due diligence reports from different parties.

This section primarily contains declarations from various Directors and Independent Directors certifying compliance with various laws and regulations, including the Companies Act and SEBI guidelines. The declarations confirm that the statements and disclosures made in the Draft Red Herring Prospectus are true and correct and in compliance with the relevant legal frameworks.

This section primarily consists of declarations and certifications from various individuals and officers related to the Draft Red Herring Prospectus. The declarations confirm that statements, disclosures, and undertakings made in the prospectus comply with relevant provisions of the Companies Act and various regulations issued by the Government of India or SEBI. The declarations cover compliance with laws such as the Companies Act, SCRA, SCRR, and the SEBI Act, as amended, and related rules and guidelines.

This section summarizes related party transactions for the fiscal years 2026, 2025, and 2024, as required by Ind AS 24 and SEBI ICDR Regulations. It details various relationships concerning employee benefits, material purchases, revenue from operations, and financial activities like interest paid and received. The data includes figures for directors and key management compensation, purchases of goods, sales of goods, additions to Property, Plant, and Equipment (PPE), disposals of PPE, and various payments and receipts related to rent, other income, and loans.

The section details that related party transactions with Samruddhi Industries increased significantly in Fiscal 2026 and Fiscal 2025 due to a higher volume of sub-contracting work and purchase orders for MS Pipes. This increase resulted in higher income under 'Job Work Charges Received' in Fiscal 2026 and 'Sale of Goods' in Fiscal 2025, which was directly linked to rising orders for MS Pipes received by Samruddhi Industries from its own customers.

This section primarily details various professional and banking relationships, including appointments for peer review, auditing, and various banking and brokerage services. It lists several entities such as M/s Samria Kabra & Associates appointed as Statutory Auditors, and various banks like HDFC Bank Limited, State Bank of India, and Canara Bank, which are involved in different capacities such as peer review, escrow collection, and banking services. Furthermore, the text outlines procedures related to the filing of the Draft Red Herring Prospectus, the book-building process, and the requirements for different types of bidders in the offer.

The text discusses the allocation of shares among underwriters, stating that this allocation may not strictly follow the proportions set out in a table. However, the underwriters are individually responsible for ensuring the payment of equity shares procured by investors according to the Underwriting Agreement.

The company's Board of Directors comprises eight members, including two Joint Managing Directors, one Chairman and Whole Time Director, one Executive Director, and four Independent Directors, including one independent woman director. The company adheres to corporate governance norms prescribed by SEBI Listing Regulations and the Companies Act regarding the composition of the Board. The document details the particulars of the directors, including their designations, tenure, and other directorships. Furthermore, the text outlines arrangements regarding the selection of directors and clarifies that no such arrangements exist with major shareholders, customers, suppliers, or others. The Board has been authorized to borrow funds under specific conditions.

The section details the remuneration structure for various directors, including the Chairman, Managing Director, and Executive Director, specifying salaries, perquisites, and allowances. It also outlines the remuneration for Independent Directors, which includes sitting fees, and confirms that the company has not paid any such compensation in Fiscal 2026. Furthermore, the text discusses the interest of directors in the promotion and formation of the company, the nature of property interests, and various confirmations regarding directors' past directorships and compliance with corporate governance regulations.

The document outlines the powers and responsibilities of several committees, including the Audit Committee and the Nomination and Remuneration Committee, which were constituted on September 17, 2025. The Audit Committee has extensive powers related to financial oversight, including accessing company records, investigating employee matters, and reviewing financial reporting. The Nomination and Remuneration Committee is tasked with formulating policies for director qualifications, director remuneration, and evaluating the performance of directors and senior management.

The document outlines various responsibilities for different committees, including the Committee which deals with shareholder grievances and the IPO Committee which focuses on the process of offering securities. It also details the structure and responsibilities of the Corporate Social Responsibility Committee, which is tasked with formulating and monitoring CSR activities.

The section details the Key Managerial Personnel and Senior Management of the company, including various appointments and their professional backgrounds. Key personnel such as the CFO, COO, Company Secretary, and several other senior managers are listed with their respective roles and tenure with the company. The text also covers aspects related to their shareholding, bonus/profit-sharing plans, contingent compensation, and arrangements with third parties.

The document lists nine individuals as Promoters, including Brij B Tapadiya, who is the Chairman and Whole-Time Director. The Promoters collectively hold 37.51% of the issued equity share capital. Details regarding the personal information, qualifications, and past activities of several promoters are referenced to other sections of the DRHP. The text also details various property transactions involving the company and its promoters, including agreements for land and office space. Finally, it states that the Promoters are not involved with other companies or firms in the same line of activity unless disclosed.

The provided text details various relationships between promoters and entities, including shareholding and partnerships. It lists numerous individuals and entities involved, such as various private limited companies and LLPs. The text also mentions non-compete agreements entered into by the company with these entities and confirms that no payments or benefits have been made to promoters or their group in the last two years. Furthermore, it discloses that the company has not entered into related party transactions with its promoters and that promoters are not interested in any intellectual property rights used by the company.

This section details numerous entities, including various private limited companies, LLPs, and partnerships, along with their respective directors and the nature of their business. The listed entities span diverse sectors such as mechanical expertise, granite/marble processing, steel manufacturing, real estate development, agricultural commodities trading, and construction services. Several individuals, such as Kumar Ramesh Kabra, Suyash Vithaldas Tapadiya, and various members of the Tapadiya and Gilada families, are listed as promoters or partners across multiple firms. The section also lists foreign companies involved in railway components and various entities engaged in trading and manufacturing.

This section lists numerous promoters and entities involved in various business activities, including construction, real estate development, manufacturing, trading, and distribution. The list details individuals like Anantkumar Tapadiya, various Tapadiyas, and members of different LLPs such as Badrinarayan Radhakishan And Sons LLP and Gopikishan Radhakishan And Sons LLP. Several groups are involved in building and developing real estate, while others focus on manufacturing, trading of commodities, and construction materials like concrete poles. The text also mentions various entities dealing in agricultural commodities and other industrial products.

This section details various entities and their associated business activities, including trading in commodities, manufacturing of pipes, dealing in lithium-ion batteries, and manufacturing of prestress concrete poles. It lists numerous individuals and LLPs who are associated with these activities, often appearing in conjunction with other entities. The text also mentions businesses involved in the manufacturing and trading of gold and diamond jewelry, as well as various construction and contracting services.

The section lists numerous entities under the Association of Persons category, including various proprietorships and Hindu Undivided Families. It includes confirmations that the promoters and members of the Promoter Group have not been prohibited from accessing capital markets or debarred by regulatory authorities. Furthermore, it asserts that there have been no past or pending violations of securities laws by the promoters, nor have they been declared as wilful defaulters or fraudulent borrowers by banks or financial institutions. The text also mentions that certain individuals are not appearing on the list of directors of struck-off companies, and it details the company's policy regarding dividend declaration, noting that the Board considers various internal and external financial parameters before recommending dividends.