Pan HR Solution Limited (CIN U74120UP2015PLC075271) has filed a Prospectus with SEBI for an IPO comprising an offer for sale of ₹3.0 Cr. In FY25 it reported revenue of ₹283 Cr (+0.8% on FY24) and a net profit of ₹5.0 Cr. Promoters hold 90.5% before the IPO. Our fact-check of its claims found 2 medium or high concerns across 40 claims checked.
Read from public SEBI filings; last updated . Not investment advice.
Key signals
Read from the filing. Signals summarise it; they are not a recommendation or investment advice.
2 to review40 claims checked: 0 high, 2 medium concern.
How we rate these
Valuation: P/E at the top of the band: up to 25x good, up to 40x watch, above that concern.
Growth: Sales growth per year: 20% or more good, 8% or more watch, below that concern.
Profitability: Net profit margin: 10% or more good, 4% or more watch, below that concern. The trend note compares operating margin with the year before (1.5 points either way).
Debt: Borrowings / net worth: up to 0.5x good, up to 1.5x watch, above that concern.
Profit into cash: Cash from operations as a share of net profit: 80% or more good, 40% or more watch, below that (or negative) concern.
One-off income: Other and one-off income as a share of pre-tax profit: up to 10% good, up to 30% watch, above that concern. Any one-off item management itself describes moves "good" to "watch".
Where the money goes: Offer for sale as a share of the whole issue: under 40% good, under 75% watch, above that concern. In an offer for sale the money goes to the selling shareholders, not the company.
Red flags: Fact-check results: any high-concern finding is concern, any medium is watch, otherwise good.
Rules are rules of thumb, not a verdict: a fast-growing business can reasonably carry a higher P/E, and some sectors run on debt.
The IPO
What Pan HR Solution Limited is offering, at what price, and who owns it today. Read from the Prospectus; anything the company hasn't fixed yet shows as pending.
IPO dates announced
Bidding 6 Feb 2026 to 10 Feb 2026.
Fresh issue
Nil
Not part of this offer: the whole offer is a sale by existing holders
As printed in the filing's summary financial information, converted to ₹ crore.
₹ crore (per-share figures in ₹), as restated in the filing. Click + to see what a line is made of.Source p.52
Line item
FY23
FY24
FY25
8M Nov-25
Revenue From Operations 17
256
281
283
154
Other Income 18
0.25
0.84
0.50
0.24
Total Revenue (1+2)
256
282
284
154
Finance Costs 21
0.03
0.03
0.06
0.02
Depreciation and Amortization Expenses 22
0.22
0.36
0.37
0.30
251
276
277
148
Expenses
Cost of Services 19
242
265
266
144
Employee Benefits Expenses 20
6.8
8.5
7.9
3.1
Other Expenses 23
1.9
2.3
2.1
1.1
Profit/(Loss) Before Tax (3-5)
5.4
5.6
6.9
6.3
1.5
1.4
1.9
1.1
Tax Expense:
Current Tax
1.5
1.5
1.9
1.1
Deferred Tax
-0.05
-0.05
0.02
-0.01
Profit/(Loss) for the Year (6-7)
3.9
4.2
5.0
5.1
ia) Earnings per equity share of Rs.10 each 27 (1) Basic (Rs.)
1,981.38
2,145.21
2,552.05
31.39
Diluted (Rs.)
1,981
2,145
2,552
31
Basic (Rs.)- after considering issue of bonus share
7.9
8.6
10
9.5
7.9
8.6
10
9.5
ib) Earnings per equity share of Rs.10 each
₹ crore (per-share figures in ₹), as restated in the filing. Click + to see what a line is made of.Source p.51p.52
Line item
FY23
FY24
FY25
8M Nov-25
12
14
18
23
EQUITY AND LIABILITIES
Shareholders' Funds
Share Capital 1
0.02
0.02
0.02
5.4
Reserves and Surplus 2
12
14
18
18
Long-Term Borrowings 3
0.42
0.00
0.00
0.05
0.57
0.20
0.06
0.21
Non- Current Liabilities
Deferred Tax Liabilities (Net)
0.00
0.00
0.00
0.00
Other Long- term Liabilities
0.00
0.00
0.00
0.00
Long Term Provisions 4
0.16
0.20
0.06
0.15
Short Term Borrowings 5
0.18
0.03
0.00
0.02
Trade Payables 6
15
19
12
12
24
28
18
20
Current Liabilities
Short Term Provisions 7
0.01
0.02
0.00
0.02
Other Current Liabilities 8
9.4
9.3
5.8
7.9
Total
37
42
36
44
Property, Plant and Equipment
1.1
1.2
0.91
0.78
Trade Receivables 13
12
14
8.1
11
Cash and Cash equivalents 14
3.2
5.1
3.7
3.1
Inventories
0.00
0.00
0.00
0.00
37
42
36
44
ASSETS
Non- Current Assets
Property, Plant and Equipment and Intangible Assets 9
Intangible Assets
0.00
0.05
0.02
0.01
Intangible Assets under Development 10
0.02
0.02
0.00
0.00
Capital Work in progress
0.00
0.00
0.00
0.00
Non-Current Investment
0.00
0.00
0.00
0.00
Deferred Tax Assets (Net) 11
0.11
0.16
0.14
0.15
Long Term Loans and Advances
0.00
0.00
0.00
0.00
Other Non Current Assets 12
0.65
3.0
4.7
5.4
Current Assets
Current Investment
0.00
0.00
0.00
0.00
Short-Term Loans and Advances 15
0.37
0.21
1.5
1.7
Other Current Assets 16
20
19
17
22
256
282
284
154
Revenue From Operations
256
281
283
154
Other Income
0.25
0.84
0.50
0.24
251
276
277
148
Expenses
Cost of Services
242
265
266
144
Employee Benefits Expenses
6.8
8.5
7.9
3.1
Finance Costs
0.03
0.03
0.06
0.02
Depreciation and Amortization Expenses
0.22
0.36
0.37
0.30
Other Expenses
1.9
2.3
2.1
1.1
Profit/(Loss) Before Tax (3-5)
5.4
5.6
6.9
6.3
1.5
1.4
1.9
1.1
Tax Expense:
Current Tax
1.5
1.5
1.9
1.1
Deferred Tax
-0.05
-0.05
0.02
-0.01
3.9
4.2
5.0
5.1
ia) Earnings per equity share of Rs.10 each 27 (1) Basic (Rs.)
1,981.38
2,145.21
2,552.05
31.39
Diluted (Rs.)
1,981
2,145
2,552
31
ib) Earnings per equity share of Rs.10 each
Basic (Rs.)- after considering issue of bonus share
7.9
8.6
10
9.5
Diluted (Rs.)-after considering issue of bonus share
7.9
8.6
10
9.5
₹ crore (per-share figures in ₹), as restated in the filing. Click + to see what a line is made of.Source p.53
Line item
FY23
FY24
FY25
8M Nov-25
Net Profit before tax as per Statement of Profit & Loss
5.4
5.6
6.9
6.3
Operating profit before working capital changes
5.5
5.2
7.2
6.6
2.0
6.8
0.77
-0.09
Cash Flows From Operating Activities :
Adjustments for :
Depreciation and amortization
0.22
0.36
0.37
0.30
Bad Debts Written off
0.00
0.00
0.46
0.16
Intangible assets under development written off
0.00
0.00
0.02
0.00
Interest Expenses
0.03
0.03
0.06
0.02
Interest Income
-0.25
-0.84
-0.50
-0.24
Gratuity & Leave Encashment Expenses
0.17
0.05
-0.16
0.11
Changes in Working Capital
(Increase)/Decrease in Trade Receivables
-3.0
-1.9
5.1
-2.8
(Increase)/Decrease in Short Term Loans & Advances
-0.37
0.17
-1.3
-0.19
(Increase)/Decrease in Other Current assets
-10
1.5
2.0
-5.0
Increase/(Decrease) in Trade Payables
7.2
4.0
-6.8
0.28
Increase/(Decrease) in Other Current Liabilities
4.1
-0.13
-3.5
2.1
Cash generated from operations
3.1
8.9
2.6
1.1
Less:- Income Taxes paid (Net)
1.1
2.1
1.8
1.1
-1.6
-2.0
-1.3
-0.58
Cash Flow From Investing Activities :
Purchase of Property, Plant & Equipment and Intangible Assets
-1.2
-0.47
-0.10
-0.16
(Increase)/Decrease Other Non Current Assets
-0.65
-2.4
-1.7
-0.66
Interest Income Received
0.25
0.84
0.50
0.24
-0.19
-2.9
-0.89
0.06
Cash Flow From Financing Activities :
Payment of Long Term Borrowings
0.37
-0.42
0.00
0.00
Proceeds from Long Term Borrowings
0.00
0.00
0.00
0.05
Proceeds from Short Term Borrowings 17.98
Payment of Short Term Borrowings
0.00
-0.15
-0.03
0.02
Issue of share Capital
0.00
0.00
1.2
0.00
Interim Dividend Paid
-0.70
-2.3
-2.0
0.00
Interest Expenses Paid
-0.03
-0.03
-0.06
-0.02
Net Increase/(Decrease) In Cash & Cash Equivalents (A+B+C)
0.27
1.9
-1.4
-0.61
Cash and cash equivalents at the beginning of the year
2.9
3.2
5.1
3.7
Cash and cash equivalents at the end of the year
3.2
5.1
3.7
3.1
Total
3.2
5.1
3.7
3.1
Discounted cash flow
What Pan HR Solution Limited's cash flow would be worth today. Change the rate, time period or growth to see how sensitive the answer is.
% / yr
years
% / yr
Worth today (10 years of cash)
₹5.8 Cr
Per share
₹10.72
Top of the price band
₹78.00
DCF value is 86.3% below it.
Projected cash flow (₹ Cr) Worth today at 11% a yearAlong the bottom: years from now
Starts from FY25 cash from operations of ₹0.77 Cr, grown 5.2% a year (based on revenue growth FY23–FY25, capped at 20%) and discounted at 11% a year, with no value counted beyond year 10. Per share uses the shares outstanding after the IPO at the top of the band. A simple illustration from the filing's numbers, not a forecast or investment advice; small changes to the rate or growth move the answer a lot.
The short version
Start here. The story in a few minutes, with every fact tied to the page it came from.
Pan HR Solution convened a virtual investor meet, but the critical question remains: did this event actually comply with the stringent requirements of SEBI LODR Regulation 30? We dive deep into the regulatory gray area surrounding this IPO to uncover what the documentation—or lack thereof—really tells us about this listing.
Offer Structure and Investor Allocation
The offering structure specifies clear allocations for different investor categories. Fifty percent of the Net Offer is reserved for allocation to Qualified Institutional Buyers (QIBs).
Read more · 4 points, 4 supporting facts
The offering structure specifies clear allocations for different investor categories. Fifty percent of the Net Offer is reserved for allocation to Qualified Institutional Buyers (QIBs).
Fifty percent of the Net offer shall be allocated to QIBs.p.50
The structure also reserves a significant portion for individual investors, ensuring that not less than 35% of the Net Offer is available for their allocation.
Not less than 35% of the Net offer shall be available for allocation to Individual Investors.p.50
Non-Institutional Bidders are guaranteed a minimum allocation, with not less than 15% of the Net Offer being available for their participation.
Not less than 15% of the Net offer shall be available for allocation to Non-Institutional Bidders.p.50
The prospectus details that the promoter selling shareholder, Rajni Kumari, has consented to participate in the Offer for Sale component.
The Promoter Selling Shareholder, Rajni Kumari, has consented to participate in the Offer for Sale.p.50
IPO Offer Structure and Timeline
The public offering involved a specific timeline for the sale of equity shares. The offer opening date was set for Friday, February 06, 2026, with the closing date scheduled for Tuesday, February 10, 2026.
Read more · 4 points, 8 supporting facts
The public offering involved a specific timeline for the sale of equity shares. The offer opening date was set for Friday, February 06, 2026, with the closing date scheduled for Tuesday, February 10, 2026.
Offer Opening date was Friday, February 06, 2026.p.10
Offer Closing date was Tuesday, February 10, 2026.p.10
The price band for the equity shares was strictly defined, setting a floor and a ceiling for the final allotment price. The minimum price was set at ₹74, while the maximum price was capped at ₹78.
The Price Band had a minimum price (Floor Price) of ₹74.p.10
The Price Band had a maximum price (Cap Price) of ₹78.p.10
The total number of equity shares involved in the initial public offering was significant. The issue included 21,84,000 Equity Shares, aggregating to ₹1,703.52 lakhs.
The Initial Public Offering involved the issue of 21,84,000 Equity Shares.p.8
The total aggregation of the Initial Public Offering was ₹1,703.52 lakhs.p.8
A portion of the offer was reserved for the Designated Market Maker, specifically for the Market Maker Reservation. This included 3,79,200 Equity Shares at an Offer Price of ₹78, aggregating to ₹295.78 lakhs.
The Market Maker Reservation Portion included 3,79,200 Equity shares.p.9
The Market Maker Reservation aggregated to ₹295.78 lakhs.p.9
Directors Face Outstanding Tax Actions
We turn to the legal scrutiny surrounding the company's leadership. While the prospectus claims no major civil or criminal proceedings against the company or its group, we found a significant red flag: outstanding tax actions against the directors. These actions amount to 1.09 lakhs.
Read more · 3 points, 3 supporting facts
We turn to the legal scrutiny surrounding the company's leadership. While the prospectus claims no major civil or criminal proceedings against the company or its group, we found a significant red flag: outstanding tax actions against the directors. These actions amount to 1.09 lakhs.
Outstanding tax actions against the directors amount to 1.09 lakhs.p.25
Investors need to be aware of the scrutiny on the company's financial dealings. The DRHP directs readers to review the 'Risk Factors' section on page 26 for a deeper dive into these potential liabilities.
Investors are directed to review the 'Risk Factors' section on page 26.p.26
Regarding financial transactions, the prospectus summarizes related party dealings. This summary covers transactions for the period ended November 30, 2025, and for the financial years ending March 31, 2025, 2024, and 2023.
Summary of related party transactions provided for periods ending November 30, 2025, and financial years ending March 31, 2025, 2024, and 2023.p.25
Medium concern
Regulatory Approvals and Compliance Checks
The company has secured crucial approvals, including in-principle approval from BSE for listing, based on a letter dated December 26, 2025. This suggests a formal step towards the listing process.
Read more · 4 points, 6 supporting facts
The company has secured crucial approvals, including in-principle approval from BSE for listing, based on a letter dated December 26, 2025. This suggests a formal step towards the listing process.
The company received In-principle approval from BSE for the listing of Equity Shares pursuant to a letter dated December 26, 2025.p.211
The documentation confirms that the offer was formally authorized by the Board and Shareholders through resolutions dated September 24, 2025, establishing the legal basis for the issuance.
The Offer was authorized by the Board pursuant to its resolution dated September 24, 2025.p.211
The Fresh Issue has been authorized by Shareholders pursuant to their special resolution dated September 24, 2025.p.211
The selling shareholder provided assurances regarding their eligibility, confirming they held the offered shares for at least one year prior to the filing date and complied with SEBI ICDR Regulations.
The Selling Shareholder confirmed they have held the offered shares for a period of at least one year prior to the date of filing of this Prospectus and are in compliance with the SEBI ICDR Regulations and eligible for the Offer.p.211
Crucially, the company and its key personnel have been cleared regarding capital market access, with confirmations that they are not prohibited from trading and have not been debarred by SEBI or other regulators.
Promoters and 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.p.211
Promoter 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.p.211
Promoter Control and Equity Stakes
We look at who controls this company. Rajeev Kumar is listed as a promoter, holding a significant stake of 49.63% of the equity shares. This puts him in a dominant position within the company's structure.
Read more · 4 points, 4 supporting facts
We look at who controls this company. Rajeev Kumar is listed as a promoter, holding a significant stake of 49.63% of the equity shares. This puts him in a dominant position within the company's structure.
Rajeev Kumar holds 49.63% of the equity shares.p.23p.24
Rajni Kumari is also a promoter and a Promoter Selling shareholder, holding 40.82% of the equity. This indicates another key individual with substantial equity ownership.
Rajni Kumari holds 40.82% of the equity shares.p.23p.24
The Promoter Group, which includes Antara Choudhary, collectively holds 0.46% of the equity shares. This shows a small, yet defined, group influence.
The Promoter Group holds 0.46% of the equity shares.p.23p.24
Despite the promoter holdings, the aggregate pre-Offer shareholding of Promoters and the Promoter Group totals 90.92% of the pre-Offer paid-up Equity Share capital.
Aggregate pre-Offer shareholding of Promoters and Promoter Group is 90.92% of the pre-Offer paid-up Equity Share capital.p.23
Bottom line
In summary, the IPO for Pan HR Solution Limited featured a structured offer with specific allocations reserved for QIBs, individual investors, and Non-Institutional Bidders. While regulatory approvals were secured, the process involved defined timelines and price bands, alongside disclosures regarding outstanding tax actions against directors. Furthermore, the ownership structure showed significant control, with key promoters holding a substantial majority of the equity shares.
Red flags & fact-checks
We looked up selected claims from the filing (promoters, court cases, subsidiaries) on the open web. Here is what we found.
MediumRegulatory
Pan HR Solution Limited
50% confidence
What the filing says
The offer is being made in terms of Chapter IX of the SEBI (ICDR) Regulations, 2018.
The search results mention that Pan HR Solution convened a virtual investor meet complying with SEBI LODR Regulation 30, which is related to SEBI rules. However, the results do not explicitly confirm or deny the specific reference to Chapter IX of the SEBI (ICDR) Regulations, 2018.
PAN HR Solution Ltd. - Company Information ; Managing Director, Rajeev Kumar ; Company Secretary, Sneha Bahuguna ; Non Executive Director, Vivek Kumar Mishra ; Non ...
PAN HR Solution (PANHR) live share price today on NSE/BSE at 3:31 p.m. on Sep 11, 2026 is Rs 48.00. Explore financials, technicals, Deals, Corporate actions ...
PAN HR Solution Share Price: Find the latest news on PAN HR Solution Stock Price. Get all the information on PAN HR Solution with historic price charts for ...
7 Apr 2026 ... The appointment has been disclosed in accordance with Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and ...
MediumRegulatory
Pan HR Solution Limited
50% confidence
What the filing says
Our Company is eligible in terms of Regulation 228, 229 and Regulation 230(1) of SEBI (ICDR) Regulations, 2018 for this Offer.
The search results mention compliance with SEBI LODR Regulation 30 for an investor meet and disclosure in accordance with Regulation 30 of the Listing Obligations and continuous disclosure regulations, but they do not directly confirm eligibility under Regulation 228, 229, and Regulation 230(1) of SEBI (ICDR) Regulations, 2018 for the offer.
PAN HR Solution Ltd. - Company Information ; Managing Director, Rajeev Kumar ; Company Secretary, Sneha Bahuguna ; Non Executive Director, Vivek Kumar Mishra ; Non ...
PAN HR Solution (PANHR) live share price today on NSE/BSE at 3:31 p.m. on Sep 11, 2026 is Rs 48.00. Explore financials, technicals, Deals, Corporate actions ...
PAN HR Solution Share Price: Find the latest news on PAN HR Solution Stock Price. Get all the information on PAN HR Solution with historic price charts for ...
7 Apr 2026 ... The appointment has been disclosed in accordance with Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and ...
Inside the filing
Section-by-section summaries of the Prospectus. Turn on Detailed view at the top to expand everything.
What the company does and how it got here
Summary of the prospectus
The company's own short pitch: business, strengths, strategy and headline numbers.
This section provides a summary of the terms of the offer document, clarifying that it is not exhaustive and should be read alongside more detailed information in the prospectus. The company operates on a B2B model, offering comprehensive manpower solutions across various sectors. The company provides human resource, staffing, and compliance services to clients in sectors like E-commerce, logistics, and IT by streamlining hiring processes. The company also offers facility management services and is transitioning to a 'Pay and Collect' model. The summary also details the size of the equity share offer.
Key points (11)
The company operates on a B2B model providing comprehensive manpower solutions. p.22
The company provides human resource, staffing services, and compliance solutions to customers in E-commerce, logistics, manufacturing, information technology, and other sectors. p.22
Services offered include Manpower services, Payroll services, Facility management, staffing solutions, Compliance Audit, and E-commerce Logistics. p.22
The company currently operates under a “Collect and Pay” Model, where invoices are raised before payment is disbursed to deployed employees. p.22
The Company is in the process of gradually implementing a “Pay and Collect” model. p.22
As of November 2025, the company had 10,374 non-core personnel deployed at various customer locations. p.22
India’s services sector has seen steady growth in Gross Value Added, rising from 50.6% in FY14 to about 55.3% in FY25. p.22
The services industry ranked first in attracting Foreign Direct Investment according to data from the Department for Promotion of Industry and Internal Trade. p.22
The services industry generated nearly three jobs for every one created in manufacturing in FY25. p.22
This section provides an overview of the global economic landscape, detailing projections for growth, inflation, and the impact of trade policies. It discusses how shifting policies, particularly regarding tariffs, have affected economic activity and market expectations. The text also covers changes in international development aid and migration patterns, as well as the resilience observed in emerging markets against global shocks. Finally, it delves into the nuances of monetary policy frameworks in emerging markets, including the challenges posed by fiscal dominance and the evolution of central bank independence.
The Indian economy is experiencing robust expansion, with real GDP growth projected to continue, driven by rising employment and private consumption. Trade remains a crucial component, with specific segments showing significant growth. The services sector is a major driver of the economy, encompassing various activities, and has shown strong performance in exports and market share. The government has implemented numerous initiatives to foster growth across various sectors, including infrastructure, technology, and support for traditional artisans.
The company operates on a B2B model, providing comprehensive manpower solutions across various sectors. They offer services such as manpower, payroll, facility management, staffing, and compliance auditing to help clients streamline their hiring processes. The company currently uses a 'Collect and Pay' model, with plans to transition to a 'Pay and Collect' model. The company has deployed a significant number of personnel and has established itself in various geographic regions across India. Furthermore, the company is looking to diversify its service portfolio into areas like leadership hiring, digital workforce solutions, skills-based training, and contract staffing, and plans to introduce a Third-Party Logistics (3PL) model.
The company intends to expand its services into growing sectors such as Healthcare, Renewable Energy, Fintech, and the government sector to broaden its client base and meet diverse workforce needs. The core business processes involve a systematic approach, starting from market research to identify growth potential, followed by client targeting, outreach, requirement understanding, proposal customization, client evaluation, agreement finalization, and finally, manpower onboarding and deployment. The company relies on the recruitment of non-core employees for operations and maintains a cloud-based HRMS portal for data management. The company has established a competitive position through its diversified service portfolio and technological capabilities.
This section primarily outlines various Indian laws and regulations applicable to the business, covering aspects such as the Companies Act, SEBI regulations, various tax laws, labour laws, and foreign trade policies. It details the scope of various acts, including those related to securities, taxation, contract labour, and digital data protection. Furthermore, it discusses regulations concerning foreign direct investment, foreign exchange management, and the framework for trade in goods and services.
This section primarily details the various laws and regulations applicable to the company's operations in India, covering environmental, intellectual property, employment, and competition matters. It lists numerous acts and codes that govern different aspects of business conduct, including those related to trademarks, patents, wages, safety, and industrial relations. Furthermore, it outlines requirements concerning state laws, local licensing, approvals from various authorities, and property-related regulations.
Key points (85, showing 60)
Global growth is projected at 3.0 percent for 2025 and 3.1 percent in 2026. p.96
Global headline inflation is expected to fall to 4.2 percent in 2025 and 3.6 percent in 2026. p.96
A series of new tariff measures by the United States lifted tariff rates to levels not seen in a century. p.96
The downward revision of the global growth projection for 2025 by 0.5 percentage point to 2.8 percent was observed in the April 2025 WEO. p.97
Inflation forecasts were revised upward in the United States but downward in many other jurisdictions, consistent with the expectation that the shifting international trade landscape would imply a supply shock in the tariffing country and a demand shock in the tariffed countries. p.97
Emerging markets have historically been vulnerable to global financial shocks, often experiencing significant economic and financial instability during periods of heightened risk aversion. p.98
Some emerging markets display remarkable resilience to external shocks, which could be due to steady growth in advanced economies, favorable terms of trade, and easier financial conditions. p.98
The monetary policy reaction function showed a progressive decline in the magnitude of the Taylor rule coefficient on expected inflation over time, pointing to gains in monetary policy credibility. p.100
Fiscal dominance can challenge central bank independence in emerging markets, as the government may rely on the central bank to finance expenses, limiting the monetary authority’s ability to raise interest rates. p.100
India's nominal GDP is Rs. 3,31,3,000 crore (US$ 3.78 trillion). p.100
India is projected to reach a GDP of Rs. 4,26,45,000 crore (US$ 5 trillion) by 2027 and is on course to surpass Germany by 2028. p.100
India’s real GDP for FY25 was estimated at Rs. 1,87,97,000 crore (US$ 2.20 trillion), growing from Rs. 1,76,51,000 crore (US$ 2.06 trillion) in FY24 with a 6.5% growth rate. p.101
Exports reached Rs. 37,31,000 crore (US$ 436.6 billion) in FY25, with Engineering Goods accounting for 26.88%, Petroleum Products for 13.86%, and Electronic Goods for 8.89%. p.101
Union Minister of Commerce and Industry Mr. Piyush Goyal projects exports to reach Rs. 85,44,000 crore (US$ 1 trillion) by 2030. p.101
Record FDI inflows amounting to Rs. 4,21,929 crore (US$ 49.3 billion) were received in FY25, marking a 15% increase over FY24. p.101
India’s current account deficit narrowed to Rs. 1,98,726 crore (US$ 23.30 billion), or 0.6% of GDP, in FY25 from 0.7% in FY24. p.101
India is primarily a domestic demand-driven economy, with consumption and investments contributing to 70% of the economic activity. p.101
The cumulative FDI inflow between April 2000 and March 2025 stood at Rs. 91,45,988 crore (US$ 1.07 trillion), with Mauritius being the major source at 25%. p.101
India secured the 39th position out of 133 economies in the Global Innovation Index 2024, having risen from 81st in 2015. p.101
The Government of India approved a Rs. 1,0 crore (US$ 11.72 billion) Research, Development and Innovation (RDI) Scheme in July 2025. p.102
The Government of India proposed doubling the investment cap for individual foreign investors in listed firms from 5% to 10% and the combined foreign individual limit to 24%. p.102
The Government of India allocated Rs. 22,000 crore (US$ 2.6 billion) to the BharatNet project in the Union Budget 2025-26, marking a 238% increase from the previous fiscal year. p.102
The draft National Telecom Policy 2025 (NTP-25) aspires to achieve 100% 4G coverage and 90% 5G population coverage by 2030. p.102
India’s services sector has steadily increased its share of Gross Value Added, rising from 50.6% in FY14 to about 55.3% in FY25. p.103
India’s fintech sector ranked third globally in H1 2025, raising Rs. 7,618 crore (US$ 889 million). p.104
India stays in the lead with the fintech adoption rate of 87%, substantially higher than the world average of 67%. p.104
India’s services sector was the largest recipient of FDI inflows worth Rs. 10,46,481 crore (US$ 122 billion) between April 2000 and June 2025. p.104
India’s services exports stood at approximately Rs. 11,517 crore (US$ 128 billion) in FY26 (April to July 2025). p.105
The Ministry of Health and Family Welfare is leveraging artificial intelligence (AI) to strengthen public health services through initiatives like the Ayushman Bharat Digital Mission (ABDM). p.105
The company operates on a B2B model and provides comprehensive manpower solutions for roles ranging from unskilled to skilled blue-collar workers. p.107
The company provides human resource, staffing services, and compliance solutions to customers in E-commerce, logistics, manufacturing, information technology, and other sectors. p.107
Services offered include Manpower Services, Payroll Services, Facility Management, Staffing Solutions, and Compliance Audit. p.107
The company offers end-to-end payroll management services ensuring compliance with statutory regulations like EPF, ESIC, LWF, and Professional Tax. p.107
The company is in the process of implementing a 'Pay and Collect' model, which involves making disbursements in advance to personnel followed by invoice raising and recovery from the client. p.107
The company has served approximately 25 customers who are well-established and renowned companies with national and regional operations. p.107
The company has received awards from clients for providing services. p.107
The company plans to expand its service portfolio into leadership hiring, digital workforce solutions, skills-based training, project-based, and contract staffing. p.107
The company plans to introduce the Third-Party Logistics (3PL) model to provide end-to-end logistics operations. p.107
As of November 30, 2025, the company had 10,374 non-core personnel deployed at various locations of its customers. p.109
The company is in compliance with statutory requirements such as GST, PF, ESIC, and labour laws for all employees. p.109
The company aims to drive organic growth by expanding its presence into new geographic regions and strengthening its footprint in existing ones. p.110
The company intends to expand its presence into industries such as Healthcare, Renewable energy, Fintech, and the government sector. p.111
The key business processes focus on competent technological capability and streamlined operations to ensure operational efficiency. p.111
Market Research and Development involves systematic analysis of industry trends, regulatory developments, and workforce dynamics to pinpoint sectors and regions with growth potential. p.112
A database is developed within a CRM system to classify clients by sector, location, business scale, and service requirements for efficient tracking and outreach across PAN India. p.112
Client support includes help desks, regular performance reviews, compliance tracking tools, and feedback channels to ensure long-term engagement. p.112
The company has a cloud-based HRMS portal for data management of employees working on its payroll (internal/external). p.112
The company has availed various insurance policies, including Car Insurance, Employees Compensation Insurance, and Group Term Life Insurance Plans. p.115
The company has a registered office located in Noida, Uttar Pradesh, India. p.115
The company has not entered into any technical or financial collaboration agreements. p.115
The Companies Act regulates the formation, financing, functioning, and restructuring of companies as separate legal entities, covering organizational, financial, and managerial aspects. p.116
SEBI is the regulatory body for securities market transactions, including the regulation of listing and delisting of securities and various rules and regulations. p.116
The Income Tax Act, 1961 is applicable to domestic and foreign companies based on their residential status and type of income. p.116
The Central Goods and Services Tax Act, 2017 (CGST Act) deals with the levy and collection of tax on intra-State supply of goods or services. p.116
The Goods and Services Tax (GST) is a comprehensive indirect tax on the manufacture, sale, and consumption of goods and services throughout India. p.116
The National Policy on Skill Development and Entrepreneurship, 2015 aims to provide an umbrella framework for skilling activities and align them with common standards. p.117
The Apprentices Act, 1961, was enacted to regulate and control the training of apprentices and formatters. p.117
The Employment Agencies (Regulation) Bill, 2019 is a bill to regulate employment agencies for helping workers seek employment, apprenticeship, or internship. p.117
The Contract Labour (Regulation and Abolition) Act, 1970 (CLRA) and related rules aim to protect the rights of contract workers. p.117
The Information Technology Act, 2000 governs transactions carried out by means of electronic data and electronic communication. p.118
History & corporate structure
How the company came to be: key milestones, subsidiaries, acquisitions and restructurings.
The company's history began with its incorporation as a private limited company on December 23, 2015, and it was subsequently converted into a public limited company on April 18, 2025, resulting in a name change. The company has undergone several amendments to its Memorandum of Association over the last ten years, including changes to its objects and authorized share capital. The company has received numerous awards and recognitions from Flipkart in various years, and there have been no reported defaults on borrowings or material acquisitions/divestments in the preceding decade. Currently, the company does not have any holding companies, subsidiaries, associates, or subsisting shareholders' agreements.
Key points (12)
The company was originally incorporated as a private limited company under the Companies Act, 2013 in the name and style of “PAN HR Solution Private Limited” on December 23, 2015. p.124
The company was converted into a public limited company on April 18, 2025, and the name was changed to “Pan HR Solution Limited” following resolutions from the Board and shareholders. p.124
The registered office of the company was changed on October 8, 2020, from H No 731, Sector 1, Vasundhara, Ghaziabad - 201012, Uttar Pradesh, India, to Plot no. 9 sector 4, Vaishali, Ghaziabad - 201010, Uttar Pradesh, India. p.124
The company's Memorandum of Association was amended on February 16, 2017, to insert provisions related to fleet carriers and transporters. p.125
The company's Memorandum of Association was amended on March 16, 2017, to substitute existing clauses with the provision to provide corporate and individual logistic services. p.125
The company's Memorandum of Association was amended on April 21, 2025, to reflect the name change from ‘PAN HR Solution Private Limited’ to ‘Pan HR Solution Limited’. p.125
The authorized share capital was increased on April 21, 2025, from ₹ 10,0/- to ₹ 7,00,0/-. p.125
The company received various awards and certificates from Flipkart between 2021 and 2024, including awards for best support partner, runners-up, and winners. p.126
The company has not experienced any time or cost overrun in setting up projects as of the date of this Prospectus. p.126
The company has not made any material acquisitions or divestments of any business or undertakings in the last ten years preceding the date of this Prospectus. p.127
The company does not have any holding company, subsidiary, associate, or joint ventures as of the date of this Prospectus. p.127
The company does not have any subsisting shareholders’ agreements or other material agreements as of the date of this Prospectus. p.127
The IPO terms and where the money goes
Cover & definitions
Headline offer terms and the glossary the rest of the document relies on.
This section defines various terms and abbreviations used throughout the Prospectus. It specifies that certain terms have meanings ascribed to them under various legislation, and that certain terms not defined herein will have meanings from other documents. It defines the term 'Pan HR Solution Limited' as the Issuer, a public limited company incorporated in India under the Companies Act, 2013.
Key points (5)
The Issuer is Pan HR Solution Limited, a public limited company incorporated in India under the Companies Act, 2013. p.4
The Registered Office of the Issuer is A - 42/03 Second Floor, Sector - 62, Gautam Buddha Nagar, Noida - 201301, Uttar Pradesh, India. p.4
The Corporate Identification Number (CIN) of the company is U74120UP2015PLC075271. p.4
The Statutory auditors of the company are currently M/s Vinay I Aggarwal & Associates. p.4
The Bankers to the Company include HDFC Bank Limited, IndusInd Bank Limited, RBL Bank Limited and ICICI Bank Limited. p.4
The offer
How many shares are being sold, by whom, and on what terms.
The prospectus details an offer of equity shares, including a fresh issue and an offer for sale, with various components broken down by investor category. The offer structure includes different portions for QIBs, Non-Institutional investors, and Individual Investors, with specific reservations for certain application sizes. The document also outlines the pre and post-issue equity share counts and various financial statements.
This section details various corporate and professional aspects related to the company's listing process, including the identification of key intermediaries and regulatory bodies. It lists the Book Running Lead Manager, Statutory Auditors, Legal Counsel, Registrar to the Offer, and various banks involved in the process. Furthermore, it provides information on the procedures for investor grievances and the documentation required for applications through different mechanisms like the UPI mechanism.
The section details the allocation of responsibilities, the regulatory framework surrounding the filing and public disclosure of the Draft Red Herring Prospectus, and the book-building process. It specifies that Marwadi Chandarana Intermediaries Brokers Private Limited is the sole Book Running Lead Manager. Various regulatory requirements regarding credit ratings, monitoring agencies, and debenture trustees are noted as not required for this offer. The process involves public announcements in national and regional newspapers, and the determination of the price band is done in consultation with the Book Running Lead Manager.
The section outlines the conditions for determining the price band in the normal trading session based on whether an equilibrium price is found in the Call Auction. If an equilibrium price is found, the price band is set at 5% of the equilibrium price; otherwise, it is set at 5% of the offer price. Furthermore, the company's securities will be placed in SPOS and will remain in Trade for Trade settlement for the first 10 days from the start of trading. The text also details a proposed spread structure across different market price slabs.
Key points (39)
The total offer involves a Fresh Issue of 18,0 Equity Shares. p.49
The total offer involves an Offer for Sale of 3,84,000 Equity Shares. p.49
The Net Offer to the Public is for 18,4,800 Equity Shares. p.49
The offer is being made in terms of Chapter IX of the SEBI (ICDR) Regulations, 2018. p.49
The Offer has been authorized by the Board of Directors vide a resolution passed on September 24, 2025. p.49
The Promoter Selling Shareholder, Rajni Kumari, has consented to participate in the Offer for Sale. p.50
The company may allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary basis. p.50
Fifty percent of the Net offer shall be allocated to QIBs. p.50
Not less than 35% of the Net offer shall be available for allocation to Individual Investors. p.50
Not less than 15% of the Net offer shall be available for allocation to Non-Institutional Bidders. p.50
The Statutory Auditors of the company are M/s. Vinay I Aggarwal and Associates. p.56
The Legal Counsel for the offer is Asha Agarwal & Associates. p.56
The Registrar to the Offer is Maashitla Securities Private Limited. p.56
IndusInd Bank Limited is listed as a Banker to the Offer/Refund Bank/Sponsor Bank. p.56
The Book Running Lead Manager for the offer is Marwadi Chandarana Intermediaries Brokers Private Limited. p.57
No credit rating agency registered with SEBI has been appointed for obtaining grading for the Offer. p.59
A monitoring agency is not required because the Net Proceeds of the Offer will be less than ₹ 5,000 lakhs, as per SEBI ICDR Regulations. p.59
None of the objects of the offer have been appraised by any agency. p.59
There is no requirement to obtain a credit rating for the Offer as it consists only of Equity Shares. p.59
The appointment of a debenture trustee is not required as the Offer consists of Equity Shares. p.59
No green shoe option is contemplated under the Offer. p.59
A copy of the Draft Red Herring Prospectus has been filed with the SME Platform of BSE Limited. p.59
The Draft Red Herring Prospectus will not be filed with SEBI, nor will SEBI issue any observation under Regulation 246 (2) of SEBI ICDR Regulations. p.59
The Draft Red Herring Prospectus will be made public for comments for at least twenty-one days from the filing date, by hosting it on the website of the Issuer company, BSE SME, and the Book Running Lead Manager. p.59
The Draft Red Herring Prospectus will be made public in English national daily newspapers (Financial Express), Hindi national daily newspapers (Jansatta), and Hindi edition of a regional daily newspaper (Gurgaon Mail). p.60
A copy of the Red Herring Prospectus/Prospectus was filed online through the SEBI Intermediary Portal. p.60
A copy of the Red Herring Prospectus along with material contracts and documents was filed under Sections 26 and 32 of the Companies Act, 2013 with the RoC. p.60
Book Building refers to the process of collecting bids based on the Prospectus within the Price Band, which is determined in consultation with the Book Running Lead Manager. p.60
Principal parties in the Book Building Process include the Company, the Book Running Lead Manager, Syndicate Member(s), Registrar, Escrow Collection Bank/Bankers, Designated Intermediaries, and Sponsor bank. p.60
All Bidders, except Anchor Investors, are mandatorily required to use the ASBA process for participating in the Offer. p.61
Individual Bidders applying in a public offer shall use only the ASBA process, providing details of the bank account to be blocked by Self Certified Syndicate Banks (SCSBs). p.61
Individual Investors with an application size up to ₹ 5.00 Lakhs shall use the UPI Mechanism. p.61
The Book Running Lead Manager is responsible for underwriting a portion of the issue, subject to finalization of the Basis of Allotment. p.62
The Market Maker is Giriraj Stock Broking Private Limited, and a Market Making Agreement was entered into with them. p.62
The Market Maker shall provide a 2-way quote for 75% of the time in a day, and the minimum depth of the quote shall be ₹ 1,0. p.63
The market maker spread (difference between the sell and the buy quote) shall be within 10% or as intimated by the Exchange. p.63
Limits on the upper side for Market Makers during the market making process are based on the offer size, with different re-entry thresholds depending on the offer size. p.63
The price band in the normal trading session is 5% of the equilibrium price if it is discovered in the Call Auction. p.64
Securities of the Company will be placed in SPOS and remain in Trade for Trade settlement for the first 10 days from the commencement of trading. p.64
Capital structure
Who owns what today, past share issues and what the shareholding looks like after the IPO.
This section details the authorized and issued equity share capital of the company as of the prospectus date, including various components of the offer structure. It outlines the details of the present offer, which involves a fresh issue and an offer for sale of equity shares. Furthermore, the document provides a history of equity share allotments and various shareholding patterns of the company as of different points in time relative to the filing.
The section details the shareholding of the Promoters and Promoter Group as of the date of the Prospectus, showing the breakdown of shares held by Rajeev Kumar, Rajni Kumari, and Antara Choudhary. It also outlines the history of capital build-up through various transactions, including allotments, transfers, rights issues, and bonus issues for both promoters. Furthermore, the text discusses provisions related to promoter contributions, lock-in periods for equity shares, and various regulations concerning the transferability and pledging of these shares.
Key points (23)
The aggregate nominal value of the Issued, Subscribed and Paid-up share Capital before the Offer was 54,11,058 Equity Shares. p.65
The total number of Equity Shares issued, subscribed and paid-up after the Offer is 72,11,058 Equity Shares. p.65
The shareholding pattern shows the Promoter and Promoter Group holding 90.92% of the total Equity Shares. p.68
The shareholding pattern shows that 1. Rajeev Kumar held 49.63% of the pre-offer Equity Share capital. p.69
The shareholding pattern shows that 2. Rajni Kumari held 40.82% of the pre-offer Equity Share capital. p.69
The shareholding pattern shows that 3. Ravi Shekhar held 33.16% of the pre-offer Equity Share capital. p.69
The total shareholding of Promoters and Promoter Group amounted to 90.82% of the post-offer capital. p.70
Rajeev Kumar held 37.24% of the total shareholding as Promoters. p.70
Rajni Kumari held 25.31% of the total shareholding as Promoters. p.70
A specific transaction occurred on December 23, 2015 involving Rajeev Kumar's subscription to MOA. p.70
A transfer occurred on June 30, 2019 involving Rajeev Kumar's transfer from Shivendu Tiwari. p.70
A Rights Issue occurred on October 12, 2020 involving Rajeev Kumar. p.70
A Transfer occurred on January 17, 2022 involving Rajeev Kumar's transfer from Poonam Tiwari. p.70
A Transfer occurred on November 25, 2024 involving Rajeev Kumar's transfer from Ravi Shekhar. p.70
A Bonus issue occurred on September 18, 2025 for Rajeev Kumar, resulting in 37.10% of the post-offer capital. p.70
Rajni Kumari's shareholding showed a build-up resulting in 30.64% of the post-offer capital. p.70
Antara Choudhary held 0.35% of the total shareholding. p.70
The total Promoter Group holding was 67.88% of the Post Issued, subscribed and Paid up Equity Share Capital. p.71
A transfer occurred on April 10, 2025 involving Antara Choudhary's transfer from Rajeev Kumar (Gift Deed). p.71
A Bonus issue occurred on September 18, 2025 for Antara Choudhary, resulting in 0.35% of the post-offer capital. p.71
A specific amount of Equity Shares held by Promoters is eligible for Promoter’s Contribution and is locked in for three years. p.71
Rajeev Kumar's holding is locked in for a period of 3 years. p.71
A specific number of Equity Shares held by Rajeev Kumar is locked in for three years. p.71
Use of proceeds
What the money raised will be spent on: growth, debt repayment or promoters cashing out.
The Offer involves a Fresh Issue of 18,0 Equity Shares for ₹ 1,404.00 lakhs and an Offer for Sale of 3,84,000 Equity Shares for ₹ 299.52 lakhs by the Promoter Selling Shareholder. The Net Proceeds from the Fresh Issue are proposed for funding working capital requirements and general corporate purposes. The company anticipates benefits from the listing of Equity Shares on the BSE SME, including enhancing visibility and creating a public market. The utilization of funds is subject to various factors and compliance with SEBI ICDR Regulations.
This section details the various expenses associated with the offer, including fees payable to various parties and advertising costs, which constitute a significant portion of the total offer size. The text further outlines specific rules regarding selling commissions and processing fees for different types of bidders, such as Institutional Buyers (IBs) and Non-Institutional Bidders, depending on how the applications are procured and submitted. It also specifies conditions for payment timelines and the handling of processing fees, including potential caps and pro-rata distributions.
This section provides various financial metrics and comparisons for the company against its industry peers. It details metrics such as Industry P/E ratios, Return on Net Worth (RoNW) over different financial years, Net Asset Value per Equity Share, and the offer price. Furthermore, it includes a comparison of Key Financial & Operational Performance Indicators (KPIs) with listed industry peers, covering aspects like Revenue from Operations, EBITDA, Profit After Tax, and various profitability and efficiency ratios.
The section details the justification for the offer price based on various transactions and provides explanations regarding the company's business model and service offerings. It clarifies that the offer price is set at 7.80 times the face value of the equity shares. Furthermore, the text includes a statement regarding special tax benefits, confirming that the company and its shareholders are not entitled to concessional tax under the income tax act.
This section details the special tax benefits available under the GST Act for the Company and its Equity Shareholders. It clarifies that the Company is not entitled to any special tax benefits under the GST Act. Furthermore, the Shareholders are also not entitled to any special tax benefits under the GST Act. The document includes several important notes regarding the scope of the reporting, such as excluding general tax benefits, the applicability only to first name holders for joint holders, and the fact that the views are based on current law which is subject to change.
Key points (31)
The Offer comprises a Fresh Issue of 18,0 Equity Shares aggregating to ₹ 1,404.00 lakhs. p.75
The Offer includes an Offer for Sale of 3,84,000 Equity Shares aggregating to ₹ 299.52 lakhs by the Promoter Selling Shareholder. p.75
The Net Proceeds of the Fresh Issue are estimated to be ₹ 1,185.60 lakhs after deducting offer related expenses. p.75
The Net Proceeds are proposed to be used for funding working capital requirements of the Company. p.75
The Net Proceeds are proposed to be used for General Corporate Purposes. p.75
The estimated total expenses of the Offer are approximately ₹ 264.98 lakhs. p.75
The amount utilized for general corporate purpose shall not exceed 15% of the gross proceeds or ₹ 1,000 lakhs whichever is lower. p.76
Fees payable to the Book Running Lead Manager and commissions include underwriting commission, brokerage, and selling commission. p.80
Advertising, selling and marketing expenses account for 41.85% of the total offer size. p.80
Miscellaneous fees include listing fees, printing and distribution of stationery, and fees payable to legal counsel. p.80
Selling commission payable to SCSBs on the portion for IBs and Non-Institutional Bidders is 0.10% of the amount allotted. p.81
Processing fees payable to SCSBs on applications procured by members of the Syndicate/sub-Syndicate/Registered Broker/CRTAs/CDPs for Non-Institutional Bidders is ₹ 10 per valid application (plus applicable taxes). p.81
Bidding charges payable to Registered Brokers on applications made using 3-in-1 accounts would be ₹ 10 plus applicable taxes per valid application. p.81
The total uploading charges/processing fees payable to Members of the Syndicate, RTAs, CDPs, Registered Brokers will be subject to a maximum cap of ₹ 1.00 lakh. p.81
The Board and management will monitor the utilization of Net Proceeds through the Audit Committee. p.82
The Issuer company shall submit a certificate of the statutory auditor for utilization of money raised through the public issue (excluding offer for sale by Promoter selling shareholder) to SME exchange(s) while filing quarterly financial results, for working capital use if the amount exceeds five crore rupees. p.82
The Offer price is determined by the Company in consultation with the Book Running Lead Manager based on market demand assessment. p.84
The highest Industry P/E Ratio was recorded by Itcons E-Solutions Limited at 59.91. p.85
The lowest Industry P/E Ratio was recorded by Happy Square Outsourcing Services Limited at 7.07. p.85
The Weighted Average Return on Net Worth (RoNW) for the period ended November 30, 2025, was 21.94. p.85
Net Asset Value per Equity Share as on March 31, 2025, was ₹37.01. p.85
The KPIs disclosed have been approved by a resolution of the Audit Committee dated September 30, 2025. p.87
The ongoing KPIs will continue to be disclosed periodically for a duration of one year or until the complete utilization of the offer proceeds. p.87
A cash preferential allotment of 1,958 equity shares was made on March 22, 2025, with an offer price of 6,123. p.90
A secondary transaction involving the transfer of 6,500 equity shares for a total consideration of 1,312.34 was recorded on November 25, 2024. p.90
The Offer Price is 7.80 times the face value of the equity shares, as the Offer Price of ₹ 78/- per share is 7.80 times the face value of ₹ 10/- per share. p.91
The company operates on a B2B model providing comprehensive manpower solutions for various roles, including unskilled to skilled blue-collar workers. p.91
The company has a PAN India presence and provides human resource, staffing services, and compliance solutions across sectors like E-commerce, logistics, and manufacturing. p.91
The company offers services such as Manpower services, Payroll services, Facility management, staffing solutions, Compliance Audit, and E-commerce Logistics. p.91
The Company is not entitled to any special tax benefits under the GST Act. p.95
The numbers behind the story
Financial information
Revenue, profit, debt, cash flow and the auditors' notes behind them.
This section primarily details various definitions and terms related to the offering process and the structure of the financial statements. It outlines definitions for key personnel, various investor types, different types of applications, and the process for the public issue. It also specifies details regarding the financial statements being restated and the agreements in place for the issuance.
This section primarily details the terms related to the public offer process, including the offer price, timelines, and the parties involved in the sale of equity shares. It specifies the offer details such as the number of shares, the price band, and the dates for the offer opening and closing. Furthermore, it outlines various legal and procedural terms, including definitions for different investor categories, regulatory bodies, and relevant financial and legal standards.
This section primarily outlines the legal and accounting standards applicable to the financial data presented in the Draft Red Herring Prospectus (DRHP). It defines various terms such as accounting standards (Ind AS, Indian GAAP), currency (INR), and various regulatory bodies. Furthermore, it specifies conventions regarding the use of financial data, noting that it is derived from restated financial information and that discrepancies in tables are due to rounding off. The document also clarifies the sources for industry and market data used in the prospectus.
This section primarily consists of forward-looking statements and risk factors, outlining various uncertainties that could cause actual results to differ from expectations. Key risks highlighted include dependency on a limited number of top customers, reliance on specific regions for revenue, dependence on industry demand, historical negative cash flows, and exposure to service-related claims and employee disruptions. The document cautions investors against placing undue reliance on these forward-looking statements as they are based on current plans and assumptions.
Key points (31)
The Restated Financial Information covers the period ended on November 30, 2025, and for the financial years ended March 31, 2025, March 31, 2024, and March 31, 2023. p.5
The Initial Public Offering involves the issue of 21,84,000 Equity Shares aggregating to ₹ 1,703.52 lakhs. p.8
The Net Offer, excluding the Market Maker Reservation Portion, is 18,4,800 equity shares of face value of ₹10 each fully paid for cash at a price of ₹ 78 per Equity Share, including a share premium of ₹ 68 per equity share aggregating to ₹ 1,407.74 lakhs. p.9
The Market Maker Reservation Portion is 3,79,200 Equity shares of ₹ 10 each at an Offer Price of ₹ 78 aggregating to ₹ 295.78 lakhs for the Designated Market Maker. p.9
The Minimum Application Size/Minimum Bid Lot Size is two lots. p.9
The Market lot and Trading lot for the Equity Share is 1600 and in multiples of 1600 thereafter, subject to a minimum allotment of 3200 Equity Shares to the successful applicants. p.9
The Offer Price is the final price at which Equity Shares will be Allotted to successful ASBA Bidders (except for the Anchor Investors) in terms of the Red Herring Prospectus and the Prospectus. p.9
The offer for sale was for 3,84,000 Equity Shares with a face value of ₹ 10 each, aggregating to ₹ 299.52 Lakhs. p.10
The Price Band for the offer was decided in consultation with the BRLM and was advertised in two national daily newspapers (English and Hindi) and one daily regional newspaper. p.10
The Offer Opening date was Friday, February 06, 2026. p.10
The Offer Closing date was Tuesday, February 10, 2026. p.10
The Price Band was set with a minimum price (Floor Price) of ₹ 74 and a maximum price (Cap Price) of ₹ 78. p.10
A portion of the Net Offer, not more than 50% of the Net Issue, is to be allotted to QIBs (including Anchor Investors) consisting of 8,97,600 Equity Shares aggregating to ₹ 700.13 lakhs. p.10
The Red Herring Prospectus was issued in accordance with Section 32 of the Companies Act, 2013 and the provisions of the SEBI ICDR Regulations. p.11
The agreement dated September 26, 2025, was entered into between the Company and the Registrar regarding the responsibilities and obligations of the Registrar to the Offer. p.11
The agreement dated January 13, 2026, was entered into amongst the Company, Promoter Selling Shareholder, and the Registrar in relation to the Offer. p.12
The Sponsor Bank is IndusInd Bank Limited, which has been appointed by the Company to act as a conduit between the Stock Exchanges and NPCI for the UPI Mandate Request. p.12
The UPI Mechanism is the bidding mechanism that may be used by UPI Bidders to make ASBA Bids in the Offer in accordance with UPI Circulars. p.12
Individual investors applying in public issues where the application amount is up to ₹ 5,00,000 shall use UPI and provide their UPI ID in the application form submitted with various entities. p.13
Financial information and ratios in the Prospectus have been derived from Restated Financial Information. p.18
The Company's financial year commences on April 01 and ends on March 31 of the next year. p.18
The Restated Financial Statements cover periods ended November 30, 2025, and Financial Years ended March 31, 2025, March 31, 2024, and March 31, 2023. p.18
Percentage amounts in the Prospectus have been calculated on the basis of Restated Financial Statements prepared in accordance with Indian GAAP and the Companies Act and restated in accordance with the SEBI ICDR Regulations. p.18
Discrepancies in any table between the total and the sums of the amounts listed are due to rounding off. p.18
All numerical information is presented in Lakhs units or whole numbers, with One Lakh representing 1,0 and one million representing 10,0. p.19
Revenue from operations is dependent upon a limited number of customers, with a significant contribution from the top 10 customers. p.20
A significant portion of revenue is generated from Delhi, Haryana, and Uttar Pradesh. p.20
The Company is reliant on the demand from certain industries for a significant portion of its revenue. p.20
Net cash flows from operating activities have been negative in some years in the past. p.20
Negative cash flow in the future may affect liquidity and financial condition. p.20
Exposure to service-related claims and losses or employee disruptions exists due to a large workforce deployed across workplaces and customer premises. p.20
What could go wrong, per the company
Risk factors
The risks the company is legally required to disclose, in its own words.
This section details the nature and quantity of various legal proceedings involving the company, its group, directors, promoters, Key Management Personnel (KMPs), and Senior Management Personnel (SMPs). It indicates that there have been no criminal or civil proceedings against the company or its group, but there are outstanding tax actions against the directors. The section also directs investors to review the 'Risk Factors' section on page 26 and provides a summary of related party transactions.
Key points (3)
There are no contingent liabilities of the company as of the date of this prospectus. p.25
The summary of related party transactions is provided for the period ended November 30, 2025 and for the financial years ended March 31, 2025, 2024, and 2023. p.25
There are outstanding tax actions against the directors amounting to 1.09 lakhs. p.25
Litigation and regulatory matters
Regulatory disclosures
Approvals, licences, and any regulatory actions or compliance matters.
The section details various authorizations and compliance confirmations related to the offer. The offer was authorized by the Board and Shareholders, and the Selling Shareholder confirmed compliance with SEBI ICDR Regulations and freedom from liens. The company has received in-principle approval from BSE for listing, and various confirmations were made regarding the status of promoters and directors concerning capital market access and defaulter declarations. Furthermore, the company confirmed eligibility under SEBI (ICDR) Regulations and provided details on operating profits and net worth.
The section details various representations and disclaimers related to the engagement of Book Running Lead Managers and the eligibility of applicants to acquire equity shares. It outlines restrictions on the issuance, sale, or transfer of equity shares to ineligible persons. Furthermore, it specifies the jurisdiction for disputes and clarifies that the prospectus has been filed with SEBI for observations. The text also includes information regarding the filing process with BSE SME and the receipt of an in-principle approval from BSE Limited for listing.
This section details various aspects related to past issues, investor grievance redressal mechanisms, and regulatory compliance. It outlines procedures for retaining records with the Registrar to the Offer for a minimum of eight years post-listing to facilitate investor grievances. It also specifies procedures for investors to contact the Company Secretary and Compliance Officer regarding pre-offer or post-offer issues. Furthermore, it references various SEBI circulars concerning the UPI Mechanism and sets out compensation mechanisms for investors in case of delays or issues related to fund blocking and allotment. The company estimates a fifteen working day average time for resolving routine investor grievances.
The section details various aspects related to the offer process, including the rights of equity shareholders, the format of allotment, and the procedures for bid submission and allotment. It specifies that equity shares will be allotted only in dematerialized form, and outlines minimum application sizes and trading lot sizes. Furthermore, it covers the jurisdiction for the offer and clarifies restrictions on the transfer, transmission, consolidation, or splitting of equity shares, except as provided in the Articles of Association. The text also includes provisions regarding the withdrawal of the offer and the timeline for various activities related to the bid/offer period.
The section details various procedural requirements related to the issuance and subscription of equity shares, including notification dissemination methods, minimum subscription rules, and conditions for migration to the main board. It outlines strict rules regarding the underwriting obligations and the handling of subscription amounts if minimum requirements are not met. Furthermore, it specifies eligibility criteria for migration, such as paid-up capital, market capitalization, promoter holding, and financial parameters. It also describes the process for allocating shares through a book-building process and various reservations for different investor categories.
This section details various aspects of the offer procedure, including bid size limits, payment terms, and the application of different SEBI regulations. It outlines rules for different investor categories, such as Market Makers and Anchor Investors, and specifies how bids are processed through various mechanisms like the ASBA process and the Unified Payments Interface (UPI) Mechanism. Furthermore, it discusses phased implementation of the UPI mechanism and requirements for investor grievance redressal.
This section details various rules regarding the subscription process, including allocation proportions for different bidder categories, requirements for bid forms, and eligibility criteria for applicants. It specifies minimum subscription percentages for Non-Institutional and Individual Bidders, rules for handling under-subscription, and requirements for the dematerialized trading segment. Furthermore, it outlines procedures for obtaining and submitting application forms, including details on how different types of bidders must participate.
This section details various rules and restrictions concerning who is permitted to bid for the equity shares, including different categories of investors such as NRIs, FPIs, Mutual Funds, and various investment funds. It outlines specific limits on holding equity shares based on the investor's residency status and the nature of their investment fund. Furthermore, it specifies requirements for documentation, such as SEBI registration certificates for Mutual Funds, and procedures for handling bids from different investor groups.
This section details various requirements and procedures for different categories of investors bidding for the issue, including limitations and documentation requirements. Specific rules exist for bids from Limited Liability Partnerships, banking companies, Self Certified Syndicate Banks (SCSBs), Systemically Important NBFCs, insurance companies, provident/pension funds, and Anchor Investors. It outlines strict rules regarding the submission of required certifications and documentation for these bids, with the company reserving the right to reject bids if documentation is missing. Furthermore, the text specifies procedures for the Application Supported by Blocked Amount (ASBA) process, payment mechanisms, and the responsibilities of various intermediaries in the application process.
This section details various procedural requirements and instructions for bidders, including the submission of application forms, verification of bidder details, and rules regarding bid withdrawal and pricing. It outlines requirements for information such as client IDs, bank details, and the necessity of obtaining acknowledgments from Designated Intermediaries. Furthermore, it specifies conditions under which applications may be rejected, such as discrepancies in records, non-compliance with certain instructions, or issues related to the use of different bank accounts or UPI IDs.
This section details numerous technical and procedural grounds upon which bids may be rejected, including discrepancies in bid amounts, incorrect documentation, and issues related to the identity of bidders. It also outlines procedures for handling bid processing, including the role of various intermediaries, and stipulations regarding the submission of required details in bid forms. Furthermore, it specifies timelines for the issuance of allotment advice and the processing of corporate actions following the offer closing date.
The company has undertaken several commitments regarding the timely completion of formalities for listing and trading, including allotment of equity shares within six working days of the Offer Closing Date. The company also stipulated procedures for refunding application money if not repaid within the prescribed time, including liability for interest under various regulations. Furthermore, the process for equity share allotment involves tripartite agreements with Depositories and the Registrar for the Offer. The company also detailed various restrictions concerning foreign ownership and the registration status of the equity shares in different jurisdictions.
This section details various provisions related to the issuance, transfer, and forfeiture of shares, as well as the powers of the Board and shareholders concerning the company's capital structure. It covers rules for paying commissions, rights attached to different classes of shares, liens on shares, calls on unpaid amounts, and procedures for transferring shares. Furthermore, it outlines the company's ability to increase or reduce its share capital, and the capitalization of profits for distribution among members.
This section primarily details the procedural rules for general meetings, including quorum requirements and the process for adjourning meetings. It outlines various voting rights, including those related to show of hands versus poll voting, and stipulations regarding the voting rights of joint holders. Furthermore, the text covers provisions related to the appointment and powers of the Board of Directors, including the composition and remuneration of directors, as well as the Board's authority over company assets and the keeping of various statutory registers. It also addresses rules concerning dividends, reserves, and the payment of amounts due on shares.
This section details various provisions related to corporate governance, such as secrecy clauses, the powers of Directors regarding bank accounts, the appointment and tenure of auditors, and procedures for mergers and amalgamations. It also outlines various provisions concerning employee stock option schemes and the issuance of sweat equity shares. Furthermore, the text specifies the power of the Board to raise funds and the powers of the Board to appoint Managing Directors or Whole-Time Directors. Finally, it lists numerous material contracts and documents that have been entered into or are planned for entry, along with various certificates and resolutions related to the issuance process.
This section primarily contains multiple declarations from company directors and officers certifying compliance with various laws and regulations. The declarations confirm that all relevant provisions of the Companies Act, 2013, and guidelines issued by the Government of India and the Securities and Exchange Board of India have been complied with. Furthermore, the signatories affirm that no statement in the Prospectus contradicts the provisions of the Companies Act, the Securities Contracts (Regulation) Act, 1956, and the Securities and Exchange Board of India Act, 1992. These certifications are made under separate declarations by different directors and the Chief Financial Officer.
The declaration section certifies that all relevant provisions of the Companies Act, 2013 and associated rules, regulations, and guidelines issued by the Government of India and the Securities and Exchange Board of India have been complied with. Furthermore, it asserts that no statement in the Prospectus contradicts the provisions of various acts including the Companies Act, Securities Contracts (Regulation) Act, 1956, and the Securities and Exchange Board of India Act, 1992. The undersigned also certifies that all disclosures and statements made in the Prospectus are true and correct.
Key points (181, showing 60)
The Offer has been authorized by the Board pursuant to its resolution dated September 24, 2025, and the Fresh Issue has been authorized by Shareholders pursuant to their special resolution dated September 24, 2025. p.211
The Selling Shareholder confirmed that they have held the offered shares for a period of at least one year prior to the date of filing of this Prospectus and are in compliance with the SEBI ICDR Regulations and eligible for the Offer. p.211
Our Company has received In-principle approval from BSE for the listing of the Equity Shares pursuant to its letter dated December 26, 2025. p.211
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. p.211
Our Promoter 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. p.211
Our Company, Promoter 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. p.211
Our Promoter and our Directors have not been declared as Fugitive Economic Offenders under section 12 of Fugitive Economic Offenders Act, 2018. p.211
None of our Directors in any manner are associated with the securities market and there has been no action taken by the SEBI against the Directors or any other entity with which our directors are associated as promoters or directors. p.211
Neither our Company, our Promoter, our Directors, the relatives (as defined under the Companies Act, 2013) of Promoter have been identified as a wilful defaulter or a fraudulent borrower by the RBI and no such proceedings are pending against any of them except as details provided in the chapter “Outstanding Litigations and Material Development” beginning on page 190 of the Prospectus. p.211
Our Company, our Directors, our Promoter and members of Promoter Group are in compliance with the Companies (Significant Beneficial Owners) Rules, 2018, to the extent applicable, as on the date of this Prospectus. p.212
Our Company is eligible in terms of Regulation 228, 229 and Regulation 230(1) of SEBI (ICDR) Regulations, 2018 for this Offer. p.212
Our Company is not ineligible in terms of Regulations 228 of SEBI ICDR Regulations for this Offer as neither our Company, nor any of its Promoters, Promoter Group or Directors are debarred from accessing the capital market by the Board. p.212
Our Company is eligible for the Offer in accordance with Regulation 229 (1) and other provisions of Chapter IX of the SEBI (ICDR) Regulations as an Issuer whose post-offer paid up Equity Share capital is not more than ₹ 1,000.00 Lakhs and may offer Equity Shares to the public and propose to list the same on the SME Platform of BSE Limited. p.212
The Company has a track record of at least 3 years as on the date of filing Prospectus. p.214
The Company has operating profits (earnings before interest, depreciation and tax) of 1 crore from operations for at least 2 financial years out of 3 previous financial years. p.214
The Company has a Paid-up Capital of ₹ 541.11 Lakhs and the Post Offer Capital will be of ₹ 7.21 Crores* which is less than ₹ 25 Crores. p.214
The Company confirms that no regulatory action of suspension of trading against the promoter(s) or companies promoted by the promoters by any stock Exchange having nationwide trading terminals. p.214
The Company confirms that the Promoters or directors are not the promoters or directors (other than independent directors) of compulsory delisted companies by the Exchange and neither they are the promoters or directors of such companies on which the consequences of compulsory delisting is applicable/attracted or companies that are suspended from trading on account of non-compliance. p.214
The Company confirms that there are no pending defaults in respect of payment of interest and/or principal to the debenture/ bond/ fixed deposit holders by our Company and promoters. p.214
The Company confirms that there has not been any change in its name in last 1 year except pursuant to conversion of Company from private to public limited company. p.214
The Issuer has entered into an agreement with both depositories i.e. NSDL dated February 18, 2025 and CDSL April 25, 2025. p.214
Book Running Lead Managers may engage in transactions with the Company and its affiliates in the ordinary course of business for compensation. p.216
The Draft Red Herring Prospectus has been submitted to BSE SME, and a disclaimer clause will be included prior to filing with the ROC. p.217
Equity Shares have not been registered under the U.S. Securities Act or state securities laws in the United States and may not be offered or sold there except under specific exemptions. p.217
The Draft Red Herring Prospectus will not be filed with SEBI, and SEBI will not issue observations under Regulation 246(2) of SEBI (ICDR) Regulations, 2018. p.217
A copy of the Red Herring Prospectus and material contracts were filed with the ROC Office in Kanpur, Uttar Pradesh, under Section 26 of the Companies Act, 2013. p.217
An application will be made to the SME Platform of BSE Limited for permission to deal in and an official quotation of Equity Shares. p.217
The company has received an In-principle Approval letter dated December 26, 2025, from BSE Limited for using its name in the Offer document for listing. p.217
Consents in writing from various parties, including Directors, Auditors, and Bankers, have been obtained as required under Section 26 of the Companies Act, 2013. p.218
Written consent was received from Peer Reviewed Auditors to include their name as an 'expert' in the Prospectus. p.218
The Registrar Agreement provides for the retention of records with the Registrar for a minimum period of eight years from the date of listing and commencement of trading of Equity Shares. p.222
Investors can contact the Company Secretary and Compliance Officer for pre-offer or post-offer related problems such as non-receipt of letters of Allotment or non-credit of allotted Equity Shares. p.222p.224
SEBI has identified the need to implement measures to manage investor issues arising from the UPI Mechanism, including delays in fund mandates and failure to unblock funds within prescribed timelines. p.222
Any ASBA Bidder whose bid is not considered for Allotment due to failure by an SCSB has the option to seek redressal from the concerned SCSB within three months of the listing date. p.222
SCSBs are required to resolve complaints regarding non-allotment within 15 days, or face interest charges at 15% per annum for delays beyond this period. p.222
Compensation mechanisms exist for investor grievances related to Bids made through the UPI Mechanism, covering scenarios such as delayed unblocking, blocking of multiple amounts, and blocking more amount than the bid amount. p.223
The Company estimates that the average time required to resolve routine investor grievances shall be fifteen (15) Working Days from the date of receipt of the complaint. p.223
The company shall comply with all requirements of the SEBI (ICDR) Regulations, 2018. p.226
Equity Shares shall be allotted only in dematerialized form as per the Depositories Act, 1996 and Section 29(1) of the Companies Act 2013. p.226
Two tripartite agreements have been signed between the Company, Depositories, and the Registrar to the Issue. p.226
The minimum application size shall be two lots provided that the minimum application size is above ₹ 2,0/- (Rupees Two Lakhs) in accordance with Regulation 267(2) of the SEBI ICDR Regulations. p.226
The trading of Equity Shares will happen in a minimum contract size of 1600 Equity Shares, which may be modified by the stock exchange. p.226
Exclusive jurisdiction for the purpose of this Offer is with the competent courts/authorities in Mumbai. p.227
The minimum number of allottees in this Offer shall be 200 shareholders in accordance with Regulation 268 (1) of SEBI ICDR Regulations. p.227
There are no restrictions on the transfer of the Equity Shares except for lock-in of pre-offer Equity Share capital and Promoter’s minimum contribution under the SEBI ICDR Regulations. p.228
The Offer is subject to obtaining the final listing and trading approvals of the Stock Exchange after allotment. p.228
The Bid/Offer Period for certain bidders (like QIBs and Non-Institutional Bidders) is limited to 10.00 a.m. and 4.00 p.m. IST on the Bid/Offer Closing Date. p.230
Offer underwriting obligations shall not be restricted to the minimum subscription level. p.231
If the 100% subscription is not received, the company shall forthwith refund the entire subscription amount received within two working days from the closure of the Offer. p.231
The minimum number of allottees in this Offer shall be Two Hundred (200) shareholders. p.231
The company may migrate to the main board of BSE from the SME Exchange subject to certain conditions related to post-offer paid up capital and further offers of capital. p.231
Eligibility criteria for migration include paid-up capital of more than 10 Crores and Market Capitalisation of minimum ₹ 25 Crores. p.232
The applicant company must have no material regulatory action in the past 3 years like suspension of trading against the applicant company by any stock Exchange. p.232
The applicant company has not received any winding up petition admitted by a NCLT. p.232
The trading of Equity Shares will happen in the minimum contract size of 1600 shares in terms of the SEBI circular No. CIR/MRD/DSA/06/2012 dated February 21, 2012. p.233
The company has filed the Red Herring Prospectus with the RoC and published a pre-offer advertisement in prescribed forms. p.233
The offer is being made in terms of Chapter IX of the SEBI (ICDR) Regulations, 2018. p.236
The offer is for at least 25% of the post Offer paid-up Equity share capital of the Company in terms of Rule 19(2) of the SCRR read with Regulation 252 of the SEBI (ICDR) Regulations, 2018. p.236
Our Company may allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary basis in accordance with the SEBI (ICDR) Regulations, 2018. p.236
Forty per cent of the anchor investor portion is reserved, with 33.33 per cent for domestic mutual funds and 6.67 per cent for life insurance companies and pension funds, and under-subscription in the latter category may be allocated to domestic mutual funds. p.236
Who runs and controls the company
Promoters
The people or entities controlling the company, and what else they own.
This section provides a summary of the offer document, details regarding the company's primary business, industry overview, and the promoters involved. The company operates in the B2B manpower solutions sector, providing various services to clients across different industries. The summary also details the offer structure, including the size of the fresh issue and offer for sale, and the pre-offer shareholding of the promoters and promoter group. Financial information for recent periods is also provided, along with a statement on outstanding litigations.
Key points (8)
The offer involves a Fresh Issue of 18,0 Equity Shares aggregating to ₹ 1,404.00 Lakhs. p.22
The company provides manpower solutions across various sectors such as E-commerce, logistics, manufacturing, and IT. p.22
The services industry in India has shown steady growth in Gross Value Added, rising from 50.6% in FY14 to about 55.3% in FY25. p.22
Financial statements for the period ended November 30, 2025, are provided, showing various metrics like Net Worth and Profit after tax. p.22
Rajeev Kumar is a promoter of the company and holds 49.63% of the equity shares. p.23p.24
Rajni Kumari is a promoter and a Promoter Selling shareholder, holding 40.82% of the equity shares. p.23p.24
The Promoter Group, including Antara Choudhary, holds 0.46% of the equity shares. p.23p.24
The aggregate pre-Offer shareholding of Promoters and Promoter Group is 90.92% of the pre-Offer paid-up Equity Share capital. p.23
Related-party transactions
Business done between the company and people or firms connected to its owners.
This section details various related party transactions, including advance salaries, unsecured loans, and sitting fees, across different fiscal years. It also mentions a specific note regarding an outstanding amount related to a short-term loan given by the company to Primerose Security and Facility Private Limited, noting that both directors were previously directors in that company. Furthermore, the text asserts that there were no financing arrangements involving the promoters, members of the Promoter Group, directors, or their relatives financing the purchase of the issuer's securities.
This section primarily discusses the risks associated with the investment, emphasizing that the business relies heavily on a limited number of customers, particularly the top 10. The company expresses concern that its inability to maintain relationships with these customers or secure new ones could negatively impact its business and financial condition. Furthermore, the text highlights that a significant portion of the company's revenue originates from specific regions, namely Delhi, Haryana, and Uttar Pradesh, making the business vulnerable to adverse developments in these areas.
This section details various operational and compliance risks faced by the company. It highlights dependency on industry demand, vulnerability to competition, and potential negative impacts from cash flow issues. Furthermore, the company faces risks related to employee-related claims, delays in filing statutory dues, and potential conflicts of interest with the promoter group. The section also discusses the challenges of background verification for deployed personnel and the impact of salary costs and statutory dues on profitability.
The section discusses various risks facing the company, including intense price competition in the staffing industry, which may hinder EBITDA and profit margins. The business is also subject to extensive government regulations, including changes in tax policies and laws that could restrict services or impose additional costs. Labour laws in India are complex, and there is a risk of industrial unrest if employees unionize. Furthermore, the company's leased office premises are not owned, posing a risk to operations if lease terms cannot be renewed favorably. The industry is highly competitive, and there is a risk that competitors might utilize internal workforces or independent contractors. The success of the business is heavily dependent on the success of its end-use customers and the overall health of their industries.
The provided section primarily discusses various risks and disclosures related to the company's operations, financial reporting, and market conditions. It covers risks associated with internal controls, the nature of past related party transactions, funding requirements, reliance on management expertise, competition, and various external risks such as government regulations, taxes, political instability, and infrastructure issues. Furthermore, it details issues concerning the accuracy of industry data and the potential impact of global economic factors on the business.
This section primarily discusses various risks associated with the company and its equity shares, including geopolitical risks, control issues by promoters, dividend dependency on future earnings, and risks related to the sale and issuance of equity shares. It warns that the ability to pay future dividends depends on financial condition and that market price volatility is possible due to numerous factors beyond the company's direct control. Furthermore, it details tax implications for capital gains on the sale of equity shares and the uncertainty surrounding the development of an active trading market for the shares.
Key points (33)
Advance Salary for Rajeev Kumar was 2.41 Lakhs for the year ended March 31, 2025. p.27
Advance Salary for Rajni Kumari was 0.57 Lakhs for the year ended March 31, 2025. p.27
Advance Salary for Ravi Shekhar was 1.50 Lakhs for the year ended March 31, 2025. p.27
Unsecured Loan for Rajeev Kumar was 2.77 Lakhs for the year ended March 31, 2024 and 2.77 Lakhs for the year ended March 31, 2025. p.27
Loan Given to Primerose Security and Facility Private Limited was 154.25 Lakhs for the year ended March 31, 2025. p.27
Salary Payable for Rajeev Kumar was 1.50 Lakhs for the year ended March 31, 2024. p.27
Salary Payable for Ravi Shekhar was 3.18 Lakhs for the year ended March 31, 2024. p.27
Salary Payable for Shipra Kumari was 1.75 Lakhs for the year ended March 31, 2024. p.27
Salary Payable for Anamika Sinha Roy was 0.20 Lakhs for the year ended March 31, 2024. p.27
Sitting Fee Payable for Jeewan Chandra was 0.20 Lakhs for the year ended March 31, 2024. p.27
Sitting Fee Payable for Vivek Kumar Mishra was 0.20 Lakhs for the year ended March 31, 2024. p.27
The amount outstanding includes short term loan given by the Company to the Primerose Security and Facility Private Limited, where both directors were directors but the company ceased to be a related party effective 25/11/2024. p.27
There are no financing arrangements whereby the promoters, members of the Promoter Group, the directors of the issuer and their relatives have financed the purchase of securities of the issuer other than in the normal course of business of the financing entity during the preceding six months. p.27
The top ten customers contribute to a significant portion of revenues for various periods. p.30
A significant portion of revenue is generated from Delhi, Haryana, and Uttar Pradesh. p.30
The company's revenues are dependent on demand from certain industries, and a downturn in these industries could negatively impact business results. p.31
The company's revenues are vulnerable to competitors who may offer services at lower prices or better efficiency. p.32
The company has not complied with Section 123 of the Companies Act, 2013, for which an adjudication application has been filed. p.34
The staffing services sector faces intense price competition from giant players, unorganized players, and other competitors, which may hinder EBITDA and profit margins. p.36
The business is subject to extensive government regulation which may restrict services or result in additional tax or other costs. p.36
Changes in laws or government regulations may result in prohibition or restriction of certain employment services or imposition of new licensing or tax requirements. p.36
Labour laws in India are complex, and there is a risk of industrial unrest, slowdowns, and increased wage costs if employees unionize. p.37
The company has entered into a rent agreement with Kavita Software Private Limited for the usage of its Registered Office premises, and the lease deed is not registered. p.37
The success of the business is highly dependent on the commercial viability and success of customers engaged in diverse industries. p.39
The company maintains several insurance policies, but there is no assurance that claims will be honoured fully, in part, or on time. p.39
The company may issue Equity Shares at prices lower than the offer Price in the last 12 months. p.39
The average cost of acquisition of Equity Shares by the Promoters may be lower than the Floor Price. p.39
Permission for listing and trading of Equity Shares will not be granted until after the Equity Shares have been issued and allotted. p.39
IT system failures or lapses on part of employees may lead to operational interruption, liabilities, or reputational harm. p.40
The company's ability to implement growth strategies may be affected by changes in the Indian or international regulatory environment. p.40
Employee misconduct or errors could expose the company to business risks, losses, regulatory sanctions, and harm to reputation. p.40
A failure or significant weakness of the internal controls system could cause operational errors or incidents of fraud, adversely affecting profitability and reputation. p.40
There is a possibility of entering into related party transactions in the future, which may involve conflicts of interest, and adherence to such transactions is subject to compliance with Companies Act, 2013 and SEBI LODR Regulations. p.41
Management & board
Directors and senior management: who they are, their background and pay.
The company has a Board of Directors comprising five members: two Executive Directors, one Non-Executive Director, and two Independent Directors, with one female director on the board. The Board composition is in compliance with SEBI Listing Regulations and the Companies Act. Key personnel include Rajeev Kumar as Chairman and Managing Director, Rajni Kumari as Whole-time Director, Vivek Kumar Mishra as a Non-Executive Director, and Umesh Kumar Purbey and Jeewan Chandra as Independent Directors. Various details regarding their directorships, experience, and compensation terms are disclosed.
The company has constituted several key Board committees as required by LODR Regulations and the Companies Act, 2013, including the Audit Committee, Stakeholders Relationship Committee, and Nomination and Remuneration Committee. The Audit Committee's functions cover oversight of financial reporting, auditor appointments, and review of financial statements and transactions. The Stakeholders Relationship Committee is tasked with resolving shareholder grievances and reviewing investor service standards. The Nomination and Remuneration Committee is responsible for formulating criteria for director qualifications, determining director remuneration, and developing succession plans for the Board and senior management.
The management organization structure details several Key Managerial Personnel and Senior Management personnel. Anamika Sinha Roy is the Company Secretary and Compliance Officer, while Deepak Kumar is the Chief Financial Officer. Senior management includes Abhishek Pandey as Vice President - Sales and Business Development and Arvind Sharma as General Manager - HR & Admin. The document confirms that none of the Directors are related to the Key Managerial Personnel or Senior Management, and all listed personnel are permanent employees. Furthermore, the document details various confirmations regarding interest, payments, and disassociations of the promoters.
The section details the individuals forming part of the Promoter Group, which includes relatives of the promoters, and lists several entities that constitute the Promoter Group. It also covers the dividend policy, stating that dividend declaration and payment will be recommended by the Board and approved by shareholders, subject to various legal provisions. The text provides historical data on dividend distribution over the last three financial years and includes a cautionary note advising investors not to rely on past dividends for future performance expectations.
This section primarily contains various restated financial statements and notes related to the company's financial position and performance over several periods. It includes statements for the years ending November 30, 2025, March 31, 2025, March 31, 2024, and March 31, 2023, covering shareholders' funds, liabilities, assets, profit and loss, and cash flows. The text also details the accounting policies and the reporting dates.
This section details the basis of preparation for the company's financial statements, outlining the use of estimates and judgments made by management. The financial information is prepared in accordance with Indian Generally Accepted Accounting Principles (GAAP) under the historical cost convention on an accrual basis. The text specifies the compliance requirements related to various sections of the Companies Act, SEBI regulations, and guidance notes. It also covers the classification of assets and liabilities, the treatment of investments, and the recognition criteria for revenue and income.
This section details various financial and share capital aspects of the company, including share issuance, changes in authorized capital, and the holding structure of the company's shares. It also provides information on reserves, borrowings, trade payables, and other current liabilities. The data is presented across different financial years, showing trends in these financial metrics.
This section primarily contains financial statements related to the company's assets, liabilities, and revenue over various periods. It details the movement in Property, Plant and Equipment, Intangible Assets, Deferred Tax Assets and Liabilities, Trade Receivables, and various cash and bank balances. The data is presented across different reporting dates, including 30th November 2025, 31st March 2025, 31st March 2024, and 31st March 2023. Furthermore, there are notes regarding the write-off of an intangible asset under development and disclosures about trade receivables and outstanding amounts.
This section details various financial and operational aspects of Pan HR Solution Limited, including salary expenses, interest costs, depreciation, and various operating expenses. It also covers employee benefits, including provisions for gratuity and employee state insurance contributions, and related party transactions. Furthermore, it includes disclosures regarding earnings per share, accounting for taxes, and compliance with certain provisions of the Companies Act.
The provided section details various financial and operational disclosures for Pan HR Solution Limited, including information on CSR activities, various financial ratios, and other mandatory disclosures. It notes that the company contributed towards CSR initiatives in the medical and healthcare education sector. Furthermore, it outlines several points regarding fund transactions, such as not lending or investing funds to others, and the company's stance on various regulatory changes and financial reporting aspects.
This section primarily details various financial particulars, including consumption of raw materials, earnings in foreign exchange, and different tax calculations across various financial years. It also presents a summary of the company's financial performance, including profit after tax, reserves, and various accounting ratios. Furthermore, it provides information regarding the company's financial indebtedness as of November 30, 2025.
This section provides a discussion and analysis of the company's financial conditions and results of operations, noting that the financial statements are prepared in accordance with Indian GAAP and applicable Companies Act provisions. The company operates on a B2B model, providing comprehensive manpower solutions across various sectors. The company is currently transitioning towards a 'Pay and Collect' model for services. Key performance indicators (KPIs) for the financial year 2025 are presented, detailing revenue, profitability margins, and working capital efficiency metrics. Various factors that could materially affect operations, such as economic conditions, government policies, and competition, are highlighted.
The financial performance showed an increase in profit before tax and profit after tax over the period analyzed, with the PAT margin showing slight fluctuations. Total income and revenue from operations also increased, primarily driven by increased turnover from the sale of services. Various expenses, such as cost of services rendered and employee benefit expenses, showed increases, while finance costs decreased. Cash flow analysis details the movement of cash from operating, investing, and financing activities across different financial years. The company asserts that there have been no unusual events or significant economic changes materially affecting continuing operations.
The section addresses various aspects related to legal and other information, including pending litigations, regulatory actions, and financial compliance. The company asserts that there are no pending criminal litigation involving the company, directors, promoters, or key managerial persons (KMPs). Furthermore, the company confirms that no material frauds have occurred against the company in the preceding five years, nor have any disciplinary actions been taken against the promoters, directors, or group companies by SEBI or stock exchanges. The document details a materiality policy for certain litigations and lists outstanding dues to creditors, including those owed to Micro, Small, and Medium Enterprises (MSME).
The company has obtained various consents, licenses, and approvals from the Government and governmental agencies required for its business activities, stating that no further major approvals are needed for the current business. The company has received in-principle listing approval from the BSE SME for equity share issuance and has entered into tripartite agreements with CDSL and NSDL for share dematerialization. Furthermore, the company has secured numerous registrations related to tax, GST, and various labour laws, including registrations under the ESIC, EPF, and the Contract Labour Act.
This section details various licenses and permits held by Instakart Services Private Limited under the Contract Labour (Regulation and Abolition) Act, 1970, across different states. The licenses cover different locations and have varying renewal dates, with some licenses having renewal deadlines in 2025 and others extending to 2026. Furthermore, the company has obtained several business-related approvals, including UDYAM registration and ISO certifications for occupational health and safety, and quality management systems.
This section details various operational and legal aspects of the company, including the address of premises, details regarding employee compensation insurance, and intellectual property registrations. It also outlines criteria for identifying 'group companies' under SEBI ICDR Regulations, which includes defining related party transactions and the threshold for inclusion. The text further specifies that identified group companies are not interested in promoting the company or engaging in certain transactions, such as acquiring properties or engaging in common business pursuits, except as disclosed in related financial statements.
Key points (142, showing 60)
The Board consists of 5 Directors, including 2 Executive Directors, 1 Non-Executive Director, and 2 Independent Directors. p.128
Rajeev Kumar is the Chairman and Managing Director. p.128
Rajeev Kumar has 10 years of experience in Human Resource management and looks after the entire business vertical including recruitment process, outsourcing, staffing, and compliance. p.129
Rajni Kumari has 9 years of experience in Human Resource management and is responsible for managing specific operational units such as candidate sourcing and talent acquisition operations. p.129
Vivek Kumar Mishra has approximately 5 years of professional experience and previously worked with Cheil India Private Limited and Rxcruit Advisors Private Limited. p.129
Sitting fees for Non-Executive Directors and Independent Directors are specified as ₹ 3,000 for attending each Board meeting and ₹ 2,500 for attending each committee meeting. p.131
Rajeev Kumar and Rajni Kumari are the Promoters of the Company. p.132
The Board is authorized to borrow any sum or sums of monies by way of term loans, fund based, non-fund-based credit facilities, working capital facilities, or any other kind of financial assistance, subject to an overall limit of Rs. 1,00,0/-. p.132
The Audit Committee was constituted via a Board Resolution dated August 06, 2025, as per Section 177 of the Companies Act, 2013, Regulation 15(2), and other applicable SEBI Listing Regulations. p.133
The Audit Committee's terms of reference include oversight of financial reporting, recommendations for auditors' appointment and fees, and reviewing financial statements. p.133
The Stakeholders Relationship Committee was constituted vide a Resolution dated August 06, 2025, as per Section 178 of the Companies Act, 2013, Regulation 15(2), and other applicable SEBI Listing Regulations. p.136
Anamika Sinha Roy is the Company Secretary and Compliance Officer. p.138
Deepak Kumar is the Chief Financial Officer. p.138
Abhishek Pandey is the Vice President - Sales and Business Development. p.138
Arvind Sharma is the General Manager - HR & Admin. p.138
None of the Directors are related to any of the Key Managerial Personnel or Senior Management. p.139
All Key Managerial Personnel and Senior Management are permanent employees of the Company. p.139
No loans have been availed by Key Management Personnel or Senior Management from the Company as of the date of the Prospectus. p.139
The Company does not have any employee stock option scheme as of the date of the Prospectus. p.140
The Promoters have not given any material guarantees to third parties with respect to the Equity Shares of the Company. p.142
Relatives of the promoters are included in the Promoter Group. p.143
The Promoter Group includes individuals such as Rajeev Kumar, Rajni Kumari, Ramji Chaudhary, Ashok Prasad Singh, Sumitra Devi, Manju Devi, Guriya Devee, Anjali Kumari, Kumari Rasmi, Brajesh Kumar, Rahul Raushan, Antara Choudhary, Ridhima Choudhary, and Amira Choudhary, as well as their spouses and relatives. p.143
Entities forming part of the Promoter Group include Talent Destination Private Limited, Rajeev Kumar (HUF), and Antra Traders (Sole Proprietorship Firm of Rajeev Kumar). p.143
The declaration and payment of dividends on Equity Shares will be recommended by the Board and approved by Shareholders at their discretion, subject to applicable laws. p.144
Past dividend amounts are not necessarily indicative of future dividend distribution policy, and investors are cautioned against relying on past dividends for future performance or investment decisions. p.144
Rajeev Kumar is listed as the Managing Director with DIN 07368623. p.149
Anamika Sinha Roy is listed as the Company Secretary with Membership No. ACS- 52535. p.149
Restated Financial Information has been compiled by management from audited financial statements approved by the Board of Directors. p.153
Restated Statements have been prepared to comply with provisions of Section 26 of Part I of Chapter III of the Companies Act, 2013, SEBI Regulations, and the Guidance Note on Reports in Company Prospectus. p.153
Financial statements are prepared in accordance with Indian GAAP, which includes mandatory accounting standards prescribed under Section 133 of the Companies Act, 2013. p.153
The financial statements are prepared on an accrual basis under the historical cost convention. p.153
The company's primary business segment is providing Manpower Supply services based on the similarity of activities and internal systems. p.154
Provisions are recognized when the company has a present obligation from past events and a reliable estimate of outflow is probable, and are measured at the best estimate of expenditure without discounting. p.156
Provision for Gratuity has not been made because it is expected to be recovered from the principal employer as per the agreement. p.156
Contingent liabilities are disclosed when there is a possible obligation arising from past events, but it is not probable that an outflow of resources will be required or a reliable estimate cannot be made. p.156
Rajeev Kumar held 49.63% of the shares as of a certain date, which was later shown as 50.10% in another context. p.159
Rajni Kumari held 40.82% of the shares as of a certain date, which was later shown as 44.90% in another context. p.159
Ravi Shekhar held 33.16% of the shares as of a certain date, which was later shown as 33.16% in another context. p.159
The total shareholding of the promoters as of a certain date was 90.45% of the total shares. p.159
The company booked revenue on a basis of invoicing until 2024-25, but revenue due related to the previous year but not billed was booked as unbilled revenue and subsequently restated in the previous year. p.163
The cumulative expenditure of ₹ 1.54 Lakhs carried under Intangible Assets under Development was written off to the Statement of Profit and Loss during the financial year 2024-25 because the project was no longer considered commercially viable. p.164
Trade Receivables considered good showed a total of 1,064.78 Lakhs as of 30th November 2025. p.166
Trade Receivables considered good showed a total of 1,361.73 Lakhs as of 31st March 2024. p.166
Trade Receivables considered good showed a total of 1,125.29 Lakhs as of 31st March 2023. p.166
The amount of short-term loan given by the Company to Primerose Security and Facility Private Limited was outstanding at the year-end but not disclosed as the company was not covered under the related party definition at the year/period end. p.167
The company recognized various salary and wage expenses over different periods. p.168
The company recognized interest expenses on loans from banks and financial institutions. p.168
Depreciation on Property, Plant and Equipment was recorded for the period. p.168
The company disclosed various expenses such as audit fees, rent, business promotion expenses, and travelling expenses. p.169
The company disclosed the recognition of employee benefits, including Provident Fund and Employee State Insurance Scheme contributions for various periods. p.170
Related party transactions were disclosed, including managerial remuneration and loans, with specific dates for changes in director relationships. p.171
The company disclosed earnings per share figures for different periods. p.172
The company stated that it has not borrowed any funds from banks and financial institutions. p.172
The company stated that it has not undertaken any transactions with companies struck off under Section 248 of the Act or Section 560 of Companies Act, 1956. p.172
The company contributed towards Corporate Social Responsibility (CSR) by supporting initiatives focused on medical and Healthcare education. p.173
No material events have occurred after the Balance Sheet date and upto the approval of the financial statements. p.173
Updates since the first filing
Addenda, corrigenda and the abridged prospectus, newest first.
No amendments or updates have been filed yet. They will appear here as SEBI publishes them, on this same page.
Pan HR Solution Limited IPO: common questions
Short answers drawn from the filings above.
How big is the Pan HR Solution Limited IPO?
Pan HR Solution Limited's IPO comprises an offer for sale of ₹3.0 Cr, according to its Prospectus. The price band is not stated in that document.
What are Pan HR Solution Limited's revenue and profit?
Pan HR Solution Limited reported revenue from operations of ₹283 Cr in FY25, +0.8% versus FY24. Net profit was ₹5.0 Cr (FY24: ₹4.2 Cr). Revenue grew at a compound rate of 5.2% a year from FY23 to FY25. Figures are read from the Prospectus, as printed there.
How much do promoters own in Pan HR Solution Limited?
Promoters hold 90.5% of Pan HR Solution Limited before the IPO. Largest holders listed: Rajeev Kumar (49.6%); Rajeev Kumar (49.6%); Rajni Kumari (40.8%).
How will Pan HR Solution Limited use the IPO money?
The fresh-issue proceeds are earmarked for: Funding working capital requirements of our Company (₹9.8 Cr); General Corporate Purposes (₹2.1 Cr). The offer-for-sale portion goes to the selling shareholders, not the company.
What are the red flags in Pan HR Solution Limited's Prospectus?
We fact-checked 40 claims from the filing against the open web: 0 raised a high concern, 2 medium and 2 low. The most notable: The search results mention that Pan HR Solution convened a virtual investor meet complying with SEBI LODR Regulation 30, which is related to SEBI rules.… The search results mention compliance with SEBI LODR Regulation 30 for an investor meet and disclosure in accordance with Regulation 30 of the Listing… This is an automated screen, not a verdict; each finding links to its sources.
What does Pan HR Solution Limited do?
Pan HR Solution convened a virtual investor meet, but the critical question remains: did this event actually comply with the stringent requirements of SEBI LODR Regulation 30? We dive deep into the regulatory gray area surrounding this IPO to uncover what the documentation—or lack thereof—really tells us about this…
Who manages the Pan HR Solution Limited IPO?
Book running lead managers: Marwadi Chandarana Intermediaries Brokers Private Limited. Registrar to the offer: Maashitla Securities Private Limited. Shares are proposed to list on BSE.
Where can I read the original Pan HR Solution Limited IPO documents?
All 1 filing for Pan HR Solution Limited (Prospectus) are listed on this page with links to the original PDFs on SEBI's website. Every page reference cites the exact page of the source document.
Source documents
Every page reference on this site links to the original SEBI PDF.
