Leapfrog Engineering Services Limited

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The provided text details various aspects related to India's infrastructure development, the engineering sector, and the export trends of Indian engineering goods. It mentions significant government initiatives and funding allocations for infrastructure projects, the growth of various industrial segments, and the structure of India's engineering exports. Furthermore, it outlines the composition of engineering exports, the types of products exported, and the key international markets for these goods.

Leapfrog Engineering Services Limited (LESL) is an integrated Engineering Services Company specializing in Engineering, Procurement, Construction, and Commissioning (EPCC) services. The company offers end-to-end solutions across various industries, including Oil and Gas, Food Processing, Pharma, and Metals. They possess expertise in Electrical Solutions, Instrumentation & Industrial Automation, Fire Protection & Safety Systems, Building Automation Systems, and Modular Substation Solutions. LESL handles complex projects from design to final commissioning, leveraging over 20 years of experience to deliver high-quality, reliable engineering solutions.

Leapfrog Engineering Services Limited specializes in providing comprehensive enterprise solutions to optimize operational efficiency and support sustainable growth by leveraging the latest technologies. The company operates across a wide range of diverse market segments, including Oil & Gas, Metals & Minerals, Infrastructure, and Pharmaceuticals. Key competitive strengths include an experienced promoter with extensive project management experience, a robust order book, and a strong global presence, particularly in the Middle East. The company focuses on diversifying its portfolio across various industries and geographies while emphasizing timely project execution and continuous investment in technology.

This section details the procedural flowcharts for the Sales & Proposal and Project Management teams within Leapfrog Engineering Services Limited. The process begins with lead generation, which is differentiated based on whether the lead is from a government source or a private client. It outlines the steps for handling inquiries, generating RFQs, evaluating quotations from vendors, conducting negotiations, and receiving final orders. Furthermore, it describes the execution flow, which covers the transfer of jobs, detailed engineering, documentation review, manufacturing preparation, and final handover of the project.

The company details various stages of its engineering services, starting with in-house manufacturing and quality control checks, followed by Pre-Factory Acceptance Testing (Pre-FAT) and formal Factory Acceptance Testing (FAT) with customers. The process includes resolving punch points identified during FAT and subsequent post-FAT activities like document generation, handover of spares, and final job closure. The company also generates revenue from both the public and private sectors, with a focus on risk diversification. Revenue distribution shows a significant reliance on the private sector, with major revenue coming from Kuwait and Bahrain.

Leapfrog Engineering Services Limited specializes in providing engineering, design, and supply/commissioning services for various industrial equipment, particularly modular substations. The company offers a broad range of services including the design and installation of switchgears, soft starters, UPS, transformers, and E-Scada systems. Completed and ongoing projects involve modular substations, battery rooms, and fire suppression systems. Furthermore, the company manages raw material procurement through an extensive network spanning domestic and international markets. The company engages in various purchase distributions across different states and countries.

The company's success is attributed to the strong relationships the promoters have with customers and stakeholders, supplemented by the efforts of their experienced team who use word-of-mouth and reference-based marketing. The team monitors news and official websites to evaluate project opportunities based on factors like client reputation, financial standing, logistics, and profitability. The business model is service-oriented, meaning operational capacity is fluid and scalable, depending on human resources rather than fixed machinery. The company maintains infrastructure equipped with necessary computer systems, internet connectivity, and licensed utility software. Furthermore, the company has established reliable power arrangements, including a 100% generator backup, for its office premises.

This section primarily outlines the various laws, statutes, and regulations applicable to the business of the company in India. It details numerous laws across different domains, including industry-specific regulations, taxation statutes, labour laws, and contract laws. The text emphasizes that the company must comply with various laws and that the information provided is not exhaustive and should not be considered a substitute for professional legal advice. It lists specific acts such as the Income Tax Act, Central Goods and Services Tax Act, various labour laws, and various acts governing contracts, standards, and consumer protection.

This section primarily lists various Indian laws and regulations that may be applicable to the company's operations, covering aspects such as labor laws, environmental regulations, tax legislation, intellectual property rights, and foreign investment policies. The text details numerous acts concerning contract labour, sexual harassment, fire safety, pollution control, and the framework for business operations in India. It also mentions specific regulations related to customs, GST, income tax, and trademarks, alongside general corporate compliance requirements.

The company's history began with its incorporation as a Private Limited Company in May 2005, followed by a name change in 2009, and subsequently a conversion to a Public Limited Company in June 2024. The company has undergone several amendments to its Memorandum and Articles of Association regarding its name, main objects, and authorized share capital over several years. Key milestones include securing various projects, implementing ERP systems, and achieving industry awards. The company currently reports no significant strategic partnerships, subsidiaries, or joint ventures.

This section provides various definitions and abbreviations used within the Red Herring Prospectus. It defines terms related to the company, such as the legal name and registered office, and outlines various legal and procedural terms pertinent to the issuance process. It also specifies details regarding the parties involved in the issue, such as the Lead Managers and the bank involved in the issue.

This section outlines various terms and definitions used within the Red Herring Prospectus. It defines terms related to pricing, investor types, various legal acts, and procedural aspects of the issue. Key definitions cover different investor categories, types of issues, agreements, and regulatory frameworks.

The document is a Red Herring Prospectus for Leapfrog Engineering Services Limited. It lists various regulations from SEBI, including FPI, Venture Capital, and Listing regulations. It also defines numerous technical and industry-related terms. The document specifies conventions for using financial data, currency presentation, and notes that the financial information is extracted from restated financial statements prepared in accordance with Indian GAAP and restated according to SEBI (ICDR) Regulations.

The document pertains to the Red Herring Prospectus for Leapfrog Engineering Services Limited. The company's primary business involves executing integrated engineering, procurement, construction, and commissioning (EPCC) contracts, specializing in electrical, instrumentation, fire safety, modular substation, and automation systems for various industries. The company provides these services across multiple states in India and internationally. The prospectus details the structure of the issue, including a Fresh Issue and an Offer for Sale, and outlines the utilization of the raised funds for capital expenditure, working capital, and general corporate expenses. Furthermore, the document summarizes various financial statements and outstanding litigation matters.

The document pertains to the Red Herring Prospectus for Leapfrog Engineering Services Limited. It includes disclaimers regarding the risk of investments and the lack of recommendation or guarantee by the Securities and Exchange Board of India for the equity shares offered. The section also summarizes contingent liabilities related to various claims and demands, and details related party transactions over the last three years. Furthermore, it states that no financing arrangements were made by promoters or directors to purchase company securities, and no equity share acquisitions or splits/consolidations occurred in the last year.

The Issue was authorized by a Board resolution and a special resolution passed under Section 62(1)(c) of the Companies Act, 2013. The issue details include various portions such as Fresh Issue, Offer for Sale, and Net Issue to the Public, with specific allocations for Qualified Institutional Buyers, Individual Investors, and Non-Institutional Investors. The structure of the issue adheres to certain regulations regarding the distribution of shares among different investor categories.

This section provides financial data, including restated cash flow statements, contingent liabilities, and related party transactions for Leapfrog Engineering Services Limited. It details various cash flow movements, including operating, investing, and financing activities, along with summaries of provisions, contingent liabilities, and transactions with related parties. The text also includes details about the company's incorporation history and contact information.

This section details the various intermediaries involved in the issue process for Leapfrog Engineering Services Limited, including the Book Running Lead Manager, Registrar, Banker, and Legal Advisor. It also outlines the procedures for the book-building process, including how the net issue will be allocated to different investor categories such as QIBs, Anchor Investors, Mutual Funds, and Non-Institutional Bidders, as per SEBI (ICDR) Regulations. Furthermore, it specifies the various lists and procedures related to the submission of bid forms through different channels like stock brokers, SCSBs, and the process for filing the Draft Red Herring Prospectus with the SEBI.

The prospectus outlines various rules regarding participation in the issue, including provisions for spillover between categories and different methods for investors to participate. It specifies that certain investor categories, like Anchor Investors, have restrictions on using the ASBA process. Furthermore, it details the process for bid acceptance, including time restrictions for submissions, and clarifies the roles and obligations of the Book Running Lead Manager (BRLM) and Market Makers under various SEBI regulations.

This section details various conditions related to the issue size, price bands, and market making arrangements for the company's securities. It outlines different thresholds for buy quotes and re-entry based on the issue size. Furthermore, it references SEBI circulars regarding applicable price bands for issues up to ₹250 crores, including conditions for equilibrium price discovery and trading in the TFT segment. The text also specifies regulations concerning the transfer of securities between the issuer and nominated investors through market making agreements.

This section details the authorized and issued equity share capital of Leapfrog Engineering Services Limited as of the date of the Red Herring Prospectus. It outlines various components of the issue, including the authorized share capital, the issued share capital prior to the offer, and the structure of the present issue, which includes fresh issues and offers for sale. The text also provides a history of changes to the authorized share capital over time and details various allotments of equity shares, including those related to bonus issues and private placements.

The shareholding pattern shows that the promoters collectively hold a significant portion of the company's equity, amounting to 93.53% of the pre-issue paid-up equity share capital and 63.02% of the post-issue capital assuming a full IPO allotment. The promoters' contribution is defined as a minimum of 20% of the post-issue equity share capital, which is calculated based on the post-issue expanded capital. All equity shares held by the promoters were fully paid up at the time of allotment, and none of the shares held by the promoters are subject to any pledge.

This section details various requirements and confirmations related to the promoter's shareholding, lock-in provisions, and the transferability of equity shares. It outlines rules regarding the acquisition of shares by the promoter, the financing of these shares, and specific lock-in periods for shares held by promoters and others. Furthermore, it specifies conditions for pledging locked-in shares and the transferability of such shares by promoters or other parties. The text also confirms compliance with certain regulations and details regarding the issuance of securities.

This section details the estimated utilization of funds from the IPO proceeds for the company's plans, including capital expenditure for setting up an Assembling Unit. It outlines various funding requirements, including capital expenditure, working capital, and general corporate expenses. The company mentions payments made towards land acquisition, which will be reimbursed from the IPO proceeds, and discusses the financing arrangements, including bridge finance facilities obtained from a bank. Furthermore, it describes the objectives and justification for establishing the new Assembling Unit, including its strategic alignment with market demand and its role in supporting EPCC projects.

This section details the breakdown of capital expenditure for proposed projects, categorized into Land, Building and Civil Works, and various finishing items. The land acquisition involved an agreement to sell with landowners, including an advance payment and subsequent additional payments towards the total consideration. The building and civil works component lists numerous specifications for materials, structural elements, and finishing components, such as steel frames, various types of steel sections, glass, flooring, and various civil works.

This section details various quotations and estimates related to different engineering and construction works, including power wiring, light fixtures, and various machinery. It lists several quotations for plant and machinery, noting that no orders or payments have been placed as of the date of the Draft Red Herring Prospectus. The text also discusses the working capital requirements, including secured and unsecured loans, and the company's revenue performance over different financial years. Furthermore, it outlines the estimated working capital requirements for future financial years based on current and expected orders, and provides details on the holding periods for sundry debtors, inventory, and creditors.

The section details various aspects related to the company's operations, including inventory levels, creditor management, and the utilization of net proceeds from an issue. Inventory levels have shown an increase over time, and the company is planning for future inventory holding periods. Furthermore, the text discusses the need for bank guarantees and the funding requirements for new orders, noting that liquid assets are tied up in such guarantees. The company plans to use IPO proceeds for working capital and has provisions for various expenses related to the issue, with specific guidelines on fund utilization and disclosure to regulators.

This section details various quantitative factors used to determine the issue price, including historical earnings per share, price to earning ratios, return on net worth, and net asset value. It presents performance metrics over the last three years, including basic and diluted EPS, various P/E ratios, and different measures of return on capital. Furthermore, it provides a comparison of the company's key financial and operational KPIs against industry peers.

This section details various definitions for Key Performance Indicators (KPIs) used by the company, such as Total Income, Total Income Growth (%), and Debt Equity Ratio, which are intended to help investors track the company's operational and financial performance. It also outlines specific criteria regarding the issuance or sale of equity shares, including thresholds for transactions involving promoters or the promoter group. Furthermore, the document discusses the statement of possible special tax benefits available to the company and its shareholders under various tax laws.

This section discusses possible special tax benefits available to the company concerning various export and duty schemes. It mentions eligibility for benefits under the GST regime for exporting goods and services, including utilizing a Letter of Undertaking (LUT) or claiming refunds for unutilized input tax credit. Furthermore, the company has availed benefits under the RoDTEP Scheme for the remission of duties and taxes on exported products, and has utilized the Duty Drawback Scheme for claiming refunds on imported inputs used in manufacturing exported goods.

This section details the scope and basis for the independent auditor's examination of the restated financial information of Leapfrog Engineering Services Limited for inclusion in the Draft Red Herring Prospectus (DRHP). The examination covered various financial statements, including statements as at December 31, 2025, and for the years ended March 31, 2025, 2024, and 2023. The financial information was compiled from audited special purpose interim financial statements and audited financial statements, with adjustments made for changes in accounting policies, material errors, and regrouping/reclassifications retrospectively. The auditor confirmed that the restated statements were prepared in accordance with applicable laws and regulations.

This section presents the restated Statement of Assets and Liabilities, showing changes in various components such as shareholder funds, reserves, borrowings, and current liabilities over several fiscal years. The balance sheet details non-current assets like Property, Plant and Equipment, intangible assets, and deferred tax assets, alongside current assets including inventories, trade receivables, cash balances, and short-term loans. The Profit and Loss statement details revenue from operations, other income, total income, various expenses, and profit before tax, resulting in profit after tax from continuing operations. The Cash Flow Statement provides details on cash flows from operating, investing, and financing activities, culminating in the net increase or decrease in cash and cash equivalents.

This section provides details on the accounting policies, company information, and restated financial information for Leapfrog Engineering Services Limited. It outlines the basis for preparing the financial statements, including the application of Indian GAAP, the treatment of various accounting elements, and segment reporting details. The document covers aspects such as revenue recognition, property, plant and equipment valuation, depreciation methods, foreign currency transactions, employee benefits, and borrowing costs. It also includes notes on the preparation of financial statements and segment breakdowns.

This section details various aspects of the financial statements and compliance disclosures for Leapfrog Engineering Services Limited. It includes information on post-employment benefits, accounting for taxes, related party transactions, directors' and auditors' remuneration, earnings per share, and various regulatory compliance points. The text also mentions pending litigation and details regarding transactions with struck-off companies and declarations related to willful default and corporate social responsibility.

This section details various adjustments made to the financial information, including profit/loss reconciliation and equity and reserves reconciliation, for different reporting periods. Material adjustments were made to align the financial statements with audited results and SEBI regulations. The text also provides details regarding the share capital structure, including various allotments and changes in the number of equity shares, as well as information on the holdings of promoters and the promoter group.

This section provides details on the ownership structure of the company, including the distribution of shares among promoters and their group, as of various dates. It also presents restated financial information, including reserves and surplus, long-term borrowings, short-term borrowings, deferred tax assets/liabilities, and provisions for gratuity and leave encashment. Furthermore, it details various secured and unsecured loans from banks and financial institutions, along with the terms of repayment.

This section provides restated statements for various liabilities, assets, and provisions of Leapfrog Engineering Services Limited across different reporting periods. The data includes statements for Trade Payables, Other Current Liabilities, Short-Term Provisions, Non-Current Investments, Inventories, Trade Receivables, Cash and Bank Balances, Short-Term Loans and Advances, Other Current Assets, and Property, Plant and Equipment/Intangible Assets. The data is presented with comparative figures for various dates, including December 31, 2025, March 31, 2025, March 31, 2024, and March 31, 2023.

This section details the movement in Property, Plant and Equipment and Intangible Assets over several fiscal years, showing additions, deletions, and depreciation. The data is presented in tabular format comparing balances as of March 31st for different years. There is also a section for Capital Work-in-Progress, which categorizes projects in progress based on the duration they are expected to take.

This section presents various restated financial information for Leapfrog Engineering Services Limited across different periods. It includes statements for Revenue from Operations, Other Income, Cost of Materials Consumed, Contract Execution Expenses, Changes in Work in Progress, Employee Benefits Expense, Finance Costs, Depreciation and Amortisation Expense, Other Expenses, Provisions and Contingent Liabilities, Imports calculated on CIF basis, and various tax adjustments leading to taxable income.

This section details various adjustments and financial data across different periods, including write-offs, arrears, and expenditures. It presents data for various categories such as depreciation write-offs, export incentives receivable, professional and consultation expenses, and details regarding the consumption of raw materials, including imported and indigenous components. Furthermore, the text includes information on related party transactions, such as director remuneration, sitting fees, and various transactions with associate enterprises. Finally, it lists balances with related parties, including payables and receivables across different time periods.

This section provides details on trade payables and receivables ageing summaries for different periods, showing outstanding amounts categorized by the time period from the due date of payment. It also presents a statement of accounting and other ratios, including revenue, net profit, EBITDA, net worth, and various profitability and valuation metrics. The document details the methodology used for calculating several key ratios.

This section presents various accounting ratios for Leapfrog Engineering Services Limited across different periods, including comparisons between financial years and nine-month periods. The data includes metrics such as Current Ratio, Debt-Equity Ratio, Debt Service Coverage Ratio, Return on Equity, and various turnover and profit margins. Furthermore, the section details the financial indebtedness of the company as of December 31, 2025, broken down into fund-based and non-fund-based borrowings.

This section details various terms related to secured loans and credit facilities availed by Leapfrog Engineering Services Limited from different financial institutions. It outlines the principal terms, including limits, interest rates, security requirements, and repayment terms for facilities such as Open Cash Credit, Vehicle Loans, and various Purchase Financing arrangements. It also lists details regarding unsecured loans, including the name of the lender, sanction date, facility type, purpose, and outstanding amounts as of December 31, 2025.

This section provides an overview of the company's leadership, future plans, and risk factors, followed by detailed financial performance data. The company plans to establish a new facility in Bengaluru and outlines several key factors that could materially affect its operations, including pandemic impact, customer dependence, and economic conditions. The financial data presented covers various periods, showing trends in revenue, profitability, and leverage.

This section details the financial performance highlights for the period ending December 31, 2025, showing Total Income of ₹ 10,504.57 Lakhs. Revenue from Operations was ₹ 10,101.28 Lakhs, and Other Income was ₹ 403.29 Lakhs. Total expenditure was ₹ 8,083.26 Lakhs. A comparison between fiscal years shows a decrease in total revenue, with Revenue from Operations declining by 14.69%. The revenue mix demonstrated a strategic shift towards services, with Contract Revenue decreasing while Sale of Services increased. Furthermore, the comparison data indicates changes in various expense heads, including a decrease in Cost of Material Consumed and an increase in Contract Execution Expenses.

The section provided discusses various factors related to the company's performance and risks, including unusual events, economic changes, known uncertainties, future cost and revenue relationships, and the nature of its business segments. The company asserts that there have been no unusual or infrequent transactions, and that future costs and revenues will be determined by demand/supply, inflation, government policies, and currency fluctuations. The text also references where to find details regarding revenue changes, competitive conditions, and developments after the last balance sheet date.

The risk factors discussed in this section highlight several potential threats to the company's operations and financial standing. These include exposure to legal proceedings involving the company and its affiliates, dependence on leased premises which could face termination or disruption, and significant risks associated with setting up a proposed assembling unit, such as cost overruns, delays, and unforeseen technical issues. Furthermore, the company faces risks related to the procurement and timely completion of civil works and machinery for the expansion. There is also a dependency on Middle Eastern markets for export revenue, making the company vulnerable to regional economic fluctuations and political instability. Finally, the business is heavily reliant on a small number of key customers, which poses a significant risk if those customers reduce their orders.

The company has experienced negative cash flow in recent fiscal periods, which poses a risk to its business and financial condition. A significant operational risk exists due to the company's heavy reliance on a few suppliers for raw materials, creating vulnerability to supply disruptions, quality issues, or changes in supplier terms. Furthermore, there are noted discrepancies in past corporate filings with the Registrar of Companies, indicating potential compliance issues. The company's order book may not accurately reflect future income due to various factors, and there is no guarantee that future market conditions or client demand will sustain the current order volume.

The provided text details various modifications to charges, approvals, and filings related to the company, alongside numerous instances of delayed filings with regulatory authorities. These delays include instances related to GST returns, EPF returns, and various other statutory dues. The company has implemented corrective measures such as enhancing internal monitoring systems and engaging compliance professionals to prevent such delays in the future.

The company acknowledges that delays in reporting requirements or penalties from regulatory authorities could materially affect its operations and financial position, although they claim to be vigilant and have implemented corrective measures. The company's clientele spans diverse industrial segments, exposing it to risks from downturns in various sectors, fluctuating commodity prices, and geopolitical factors. Furthermore, the cyclical nature of certain industries means revenue and profits can fluctuate significantly. The company also faces risks related to contingent liabilities, potential issues with intellectual property registration, and the possibility of adverse effects from related party transactions. Finally, project execution is subject to risks of time and cost overruns, and the business is vulnerable to labor disputes and wage demands.

The company faces several risks related to its working capital requirements, including the difficulty in securing timely cash flow and credit facilities to meet operational needs. The nature of the EPCC projects makes the business highly capital-intensive, and disruptions in cash flow can strain liquidity and impact the ability to pay suppliers and employees. Furthermore, there are risks associated with technological obsolescence and the potential for cost overruns due to unforeseen construction challenges or material cost increases. The company is also exposed to various legal and regulatory risks concerning environmental, health, and safety laws, which could lead to penalties or operational restrictions. Finally, there are concerns regarding the reliability of receivables collection and the potential for defects in construction work.

The prospectus details various risks for the company, including exposure to regulatory scrutiny from government entities concerning contracts, potential difficulties in servicing existing and future debt obligations, and the impact of restrictive covenants within debt financing agreements. Risks also include unpredictable future operating results, intense market competition, and exposure to fluctuations in interest rates and foreign exchange rates. Furthermore, there are concerns regarding the reliability of industry information, the ability to execute business strategies, potential issues with product quality accreditations, and uncertainties surrounding the listing and trading of the equity shares.

This section outlines various risks related to the company's equity shares, financial stability, and exposure to external and regulatory environments. Risks include potential dilution of investor holdings through future equity issuances, uncertainty regarding dividend payments, and the potential for adverse market price movements. Furthermore, the company faces risks from currency fluctuations, changes in laws and regulations, economic slowdowns, and geopolitical events. There are also concerns about the stability of the Indian financial system and the impact of various tax laws.

The section outlines the criteria for considering litigation as material, which is defined by various thresholds based on Profit After Tax, turnover, and net worth. It details several instances of litigation involving the company, including criminal proceedings, actions by statutory and regulatory authorities, and various tax proceedings (Direct Tax and TDS), as well as Indirect Tax demands. The text provides specific details on demands raised by various authorities, including the amounts involved and the status of responses or payments made by the company.

The section details several outstanding demands and proceedings related to tax and GST issues. There are multiple instances of demands raised by the commercial tax officer, Bangalore, against the company for various financial years, including amounts for FY 2020-21 and subsequent periods. Furthermore, there are outstanding demands from the Income Tax Department and TDS demands from various entities, including Leapfrog Automation And Control Systems and Bigleap Ventures And Consultancy Services.

The company is involved in a pending tax matter where the Assistant Commissioner of Commercial Taxes issued a show cause notice under sections 73/74 and GST DRC 01 for the financial year 2021-22, concerning a difference between GSTR 2A and GSTR 3B. Furthermore, an Assessment order and GST DRC07 was passed demanding an amount of Rs. 72,508/-, and this matter is still pending as of the date of the Red Herring Prospectus. The company also has no pending material litigations against group companies or subsidiaries, and no pending criminal proceedings or actions by regulatory authorities involving key managerial personnel or senior management.

The section details various authorizations and confirmations related to the fresh issue of equity shares, including approvals from the Board of Directors and shareholders. It confirms compliance with Regulation 8 of the SEBI (ICDR) Regulations, 2018, and the holding period for offered shares. Furthermore, it confirms that the company is eligible for the issue based on certain criteria, such as having paid-up capital below a specified limit and meeting net worth requirements. The text also outlines several regulatory confirmations regarding the filing and documentation process with SEBI and the BSE.

This section details various confirmations and undertakings made by the Lead Merchant Banker regarding the due diligence process and compliance with legal requirements for the Red Herring Prospectus. The confirmations cover the conformity of the prospectus with underlying documents, the compliance of material legal requirements with various authorities, and the truthfulness of disclosures to enable investor decisions. Furthermore, the section addresses provisions related to promoter contributions, the handling of funds, and adherence to regulations concerning the issuance and listing of securities.

This section outlines various legal and procedural requirements for the issuance, including liability clauses for repayment of funds and filing procedures with regulatory bodies like BSE and the Registrar of Companies. It details the necessity of obtaining written consents from numerous key personnel and auditors, and specifies the framework for handling investor grievances. Furthermore, it clarifies the authority for the current public issue, detailing the number of shares offered by the promoter, and establishes the ranking of the newly issued equity shares relative to existing shares.

The section details various aspects related to the issuance process, including the determination of price bands, the compliance requirements with SEBI (ICDR) Regulations, and the rights of equity shareholders. It specifies minimum application sizes, the requirement for a minimum number of allottees, and procedures for handling withdrawals or revisions to applications. Furthermore, it outlines timelines for the issue, the process for unblocking funds, and provisions regarding the final listing and trading approvals.

The section discusses various aspects related to the participation of different investor categories in the public issue, including provisions for NRIs, FPIs, and FIIs, and restrictions on share transfers. It outlines that certain investors are permitted to purchase shares without prior RBI approval under specific conditions related to the price of equity shares. Furthermore, it details conditions under which certain entities, like OCBs, may undertake fresh investments, requiring prior approval from the RBI depending on the route of investment. The document also specifies rules regarding the dematerialized form for equity share issuance and trading, and details criteria for migration from the SME platform to the Main Board.

This section details the various aspects of the issue process, including the reservation of equity shares for different investor categories and the mode of application. It outlines specific rules regarding the allocation of shares to Qualified Institutional Buyers (QIBs), Non-Institutional Investors, and Individual Investors, including minimum application sizes and payment methods. Furthermore, it specifies the process for handling undersubscriptions and the conditions under which bids may be spilled over between categories. The text also covers procedures for joint bids and the rights of bidders to confirm their eligibility.

This section details various regulatory circulars and timelines issued by SEBI concerning the process for public issues, specifically focusing on the implementation of the Unified Payments Interface (UPI) mechanism. It outlines a phased approach to streamline the process, reducing the time from issue closure to listing. Furthermore, it specifies requirements for investor grievances, the handling of application money, and the role of various intermediaries in the bidding process.

This section details the various intermediaries involved in the subscription process, including Designated Intermediaries such as SCSBs, stock brokers, depository participants, and registrars. It outlines procedures for submitting applications, including the use of unique application numbers and the requirement for sufficient credit balance in the ASBA accounts. The text further specifies different processes for handling applications based on whether the investor uses UPI or other mechanisms, including fund blocking procedures. It also discusses restrictions on who can bid, such as limitations on certain categories of bidders and conditions for investment by Mutual Funds and Eligible NRIs.

This section details various restrictions and requirements concerning who is permitted to bid or invest in the issue, including different categories of investors such as HUFs, FPIs, banking companies, SCSBs, SEBI registered funds, and insurance companies. It outlines specific holding limits and compliance requirements depending on the investor type and the nature of the investment. Furthermore, it specifies procedures for applications supported by blocked amounts (ASBA) and details the handling of bids from Anchor Investors.

This section details the responsibilities of Designated Intermediaries regarding applications, including the handling of funds through ASBA accounts. It outlines procedures for electronic registration, the requirement for bidders to provide various details, and the acknowledgment process for accepted applications. Furthermore, it specifies conditions under which applications may be rejected, such as technical grounds or non-compliance with submission instructions. The section also covers the process for building the book, withdrawal of bids, price discovery mechanisms, and various general instructions for bidders.

This section details various compliance checks and restrictions related to the submission of bid forms, including issues with PAN, bank accounts, and bid timing. It outlines several conditions under which bid forms or applications may be rejected, such as using third-party accounts or failing to provide necessary details. Furthermore, the text discusses the basis for allocation, including how under-subscription or oversubscription is handled across different investor categories like Individual, Non-Institutional, and QIBs, often involving proportionate allotment based on the demand.

This section details various procedural and legal requirements related to the issuance process, including rules for proportionate allotment, handling of under-subscription, and the responsibilities of various parties in finalizing the allotment basis. It outlines requirements for pre-issue advertisements and the format for such advertisements under SEBI ICDR Regulations. Furthermore, it specifies restrictions regarding participation by certain investor categories and discusses the regulatory framework concerning foreign investment in Indian securities.

This section details various provisions related to the Articles of Association concerning share capital, transfer, and forfeiture. It outlines rules for the issuance and transfer of share certificates, including provisions for dematerialization and the handling of various forms of securities. The regulations also cover the company's lien rights on shares, the process for making calls on members, and procedures for the forfeiture of shares due to non-payment.

This section details various provisions related to the forfeiture of shares, alterations to the share capital, and the capitalization of profits. It outlines procedures for dealing with forfeited shares, the rights of transferees, and the company's power to modify its share structure. Furthermore, the text covers the process for capitalizing profits, including how such amounts can be applied towards paying up unpaid amounts or issuing new shares. The provisions also touch upon the buy-back of company shares and the governance structure concerning the Board of Directors and the appointment of nominee directors.

This section primarily details various provisions related to the Board of Directors, including the appointment and powers of directors, the appointment of a Managing Director, and the procedures for Board meetings. It also outlines rules concerning the conduct of business, the delegation of powers to committees, and the validity of resolutions. Furthermore, the text covers aspects of dividends, reserves, and the deduction of outstanding payments from dividends. Finally, it lists material contracts and documents that have been entered into by the company, such as issue agreements, agreements with various financial entities, and audited financial statements.

This section details various supporting documents and certificates included in the Draft Red Herring Prospectus, such as statements from the Statutory Auditor, authorization letters, and due diligence reports. It also includes declarations affirming compliance with relevant laws and regulations. The documents cover aspects related to tax benefits, share sale authorizations, opinions on approvals for an assembly unit, and due diligence on statutory records.

The provided section consists of declarations from the company's directors certifying compliance with various provisions of the Companies Act and regulations issued by the Government of India and the Securities and Exchange Board of India. The declarations confirm that no statements in the Draft Red Herring Prospectus are contrary to the provisions of these laws. The text includes certifications from both the Whole Time Director & Chief Financial Officer and the Non-Executive Director & Chairman.

The provided section primarily consists of declarations certifying compliance with various laws and regulations. Multiple directors and the company secretary/compliance officer have certified that all relevant provisions of the Companies Act and guidelines issued by the Government of India or the Securities and Exchange Board of India have been complied with. Furthermore, they have certified that no statement in the Draft Red Herring Prospectus contradicts the provisions of various Acts and rules.

The Board of Directors for Leapfrog Engineering Services Limited consists of six members: one Managing Director, two Whole-time Directors, one Non-Executive Director, and two Independent Directors, including two women directors. Key personnel include Prabhav Narasimha Rao as the Managing Director, Priyashaila Prabhav Rao as the Whole-Time Director, and Sapna Raghavendra as the Whole-Time Director (Finance) and CFO. Kommanhalli Giridhar serves as the Non-Executive Director and Chairman of the Board. Vijay Kumar Sajjan and Krishnamurthy Salekoppa Parameshawarabhatta are Independent Directors.

The company has established several policies regarding insider trading and related party transactions, mandating compliance with SEBI regulations upon listing. Compensation for key managerial personnel, including the Managing Director, Whole Time Directors, and Executive Director, is governed by specific terms. The board has constituted an Audit Committee to oversee various functions, including the review of financial statements, auditor appointments, and internal control systems.

The document outlines various committees established by the Board of Directors, including the Audit Committee, Stakeholders’ Relationship Committee, Nomination and Remuneration Committee, and the Corporate Social Responsibility (CSR) Committee. It details the composition and roles of these committees, including the specific directors who serve on them. Furthermore, the text lists key managerial personnel and senior management, including the Promoter and Managing Director, the Director-Finance, the Company Secretary and Compliance Officer, and several Senior Managers, along with their roles and remuneration details.

The company does not have a performance-linked bonus or profit-sharing plan for its Key Management Personnel or Senior Management, although incentives based on performance are paid to employees. Key Management Personnel or Senior Management do not have any interest in the company beyond remuneration or reimbursement of business-related expenses. The company has not paid any non-salary related amounts or benefits to its officers or employees, except for statutory benefits upon termination or superannuation. Contributions are made by the company towards provident fund, gratuity fund, and employee state insurance. Furthermore, beneficiaries of loans and advances or sundry debtors are not related to the company, its Directors, or the Promoter.

The section addresses loans availed by directors, key managerial personnel, or senior management of the company, stating that none have outstanding loans as of the date of the Red Herring Prospectus. It also details various changes in the Key Managerial Personnel or Senior Management over the last three years, including redesignations and appointments. The provided data lists several individuals and the dates related to their changes in designation or appointment within the company.

The company's promoters are Mr. Prabhav Narasimha Rao and Mrs. Priyashaila Prabhav Rao, jointly holding a significant portion of the equity. Mr. Prabhav Narasimha Rao is the Promoter and Managing Director, and Mrs. Priyashaila Prabhav Rao is the Promoter and Whole-Time Director. The promoters are interested in the company to the extent of their shareholding and future dividends. The company confirms that none of the promoters or directors have been declared as a wilful defaulter or fraudulent borrower, nor are they debarred from accessing the Capital Market by SEBI. The promoters are part of a defined Promoter Group under SEBI guidelines, which includes immediate relatives and certain entities.

The document lists several individuals who are part of the promoter group, including Ayush P Rao, Pranav Narasimha Rao, Pratibha Upadhyaya, Upanishad Prashant Rao, and Prajna Shridhar Acharya. The prospectus details several 'Group Companies' that have had related party transactions, including Greenfire Safety and Controls Private Limited, Achates Hospitality Services Private Limited, and Orbis Technosphere Private Limited. These group companies have all faced applications for strike-off under the Companies Act, with orders for dissolution received in August 2025. The document also clarifies that the group companies do not have any interest in the promotion of the company or in transactions related to the acquisition of plant, construction of buildings, or supply of machinery.

This section serves as a directive, informing readers that details regarding related party transactions for the company during the restated audit period (nine months ended December 31, 2025, and financial years ended on March 31, 2025, 2024, and 2023) can be found in a separate section starting on page 268. The subsequent text discusses the company's dividend policy, stating that the company lacks a formal dividend policy for equity shares. It further clarifies that final dividends require a Board recommendation and majority member approval, subject to various legal provisions. The company also has the discretion to declare and pay interim dividends, which can be made out of current profits, undistributed profits, or reserves from previous fiscal years, considering factors like operations, earnings, capital requirements, and contractual obligations.