LEAP India Limited

This section provides an overview of the industry and market data, noting that the data is derived from a report by Frost & Sullivan (India) Private Limited. The text discusses the macroeconomic attractiveness of the Indian market, highlighting India's resilience and potential as a fast-growing economy. It details projections for GDP growth, per capita income, and household income segments, emphasizing the impact of government initiatives and digital adoption on consumption trends.

India's consumption landscape is evolving due to rising discretionary spending and digital adoption, which is driving demand for efficient logistics and warehousing infrastructure. The demographic profile, characterized by a large working-age population and increasing female workforce participation, is expected to be a key pillar for long-term economic growth and consumption. The government is actively supporting this growth through various initiatives aimed at enhancing infrastructure, digitalization, and domestic production. India is positioning itself as a preferred global manufacturing destination, supported by policies that encourage investment and innovation.

India is emerging as a competitive global manufacturing hub, supported by various government initiatives and global supply chain realignments. The country is attracting significant foreign direct investment into manufacturing, and the sector is expanding across diverse segments. Key growth drivers include domestic demand, rising disposable incomes, and supportive policies like the 'Make in India' initiative and Production Linked Incentive (PLI) schemes. The manufacturing sector is showing resilience and is poised for sustained growth, particularly in areas requiring efficient supply chain solutions.

Government policy initiatives have significantly improved investor confidence by creating a more predictable investment environment through reforms like FDI norms and targeted incentives. Infrastructure programs are integrating logistics networks, while digitalization efforts support supply chain modernization. The supply chain ecosystem is evolving to meet international standards for reliability and traceability, demanding specialized flows such as cold chain storage and just-in-time deliveries. While the market is formalizing, a shift is occurring from cost-centric operations to value-based operations, emphasizing end-to-end visibility and sustainability.

India's supply chains face structural gaps across various sectors, including issues like spoilage in the food and beverage sector and inefficiencies in last-mile delivery for e-commerce. These challenges stem from fragmented infrastructure and weak connectivity compared to developed economies. To address these issues, modernization efforts are being driven by technology such as IoT, robotics, and advanced warehousing systems. The warehousing market in India is expected to grow significantly, fueled by the expansion of e-commerce and quick commerce, and by government initiatives that aim to improve logistics connectivity.

The text discusses the importance of pallets in modern supply chains, noting that they are flat transport structures that support goods for efficient handling by various equipment. Pallets are crucial for enabling unit loads, which improves productivity and reduces damage by allowing multiple goods to be stacked and moved together. They are essential for optimizing supply chains, facilitating intermodal transport, and streamlining handling across distribution stages. The widespread use of pallets has led to significant reductions in labor costs, product damage, and transit times. Furthermore, palletization is a key enabler for automation by providing a standardized base for various systems, which enhances efficiency and minimizes human error.

The market benefits from advanced logistics infrastructure and automation, with future growth expected to be driven by emerging markets, particularly in Asia Pacific, where palletization is still nascent. Key growth drivers include rising industrialization, expanding organized retail, and increasing supply chain standardization, which are creating opportunities in markets like China and India. While developed economies show steady demand, emerging markets are expected to be key contributors to future growth in pallet demand.

The logistics sector is seeing diversification and rapid growth, particularly in cold chain logistics for perishables, which necessitates robust pallets. Increased consumer spending is boosting organized retail and supply chain activities. Rising manufacturing exports are driving demand for export logistics pallets, supported by government initiatives. There is a growing focus on sustainability, influencing pallet design and materials, with manufacturers exploring recyclable inputs. Corporate ESG commitments and government regulations are accelerating the adoption of eco-friendly pallet solutions. The industry is shifting towards sustainability and operational efficiency by prioritizing customized, durable, and reusable pallets.

The text discusses various aspects of pallet pooling, including different models, benefits, market dynamics, and growth drivers. It details the difference between Static Hire and Movement Hire models, the advantages of pooled pallets such as asset-light operations, cost efficiency, and improved safety, and the market penetration across different regions. Furthermore, it highlights that the global pallet pooling market is growing due to demand for cost-efficient, sustainable, and automation-compatible solutions, with growth momentum shifting towards developing nations.

The industry is shifting towards centralized production models, emphasizing pallet pooling to manage logistics efficiently and support sustainability goals. This model allows companies to outsource pallet ownership, repair, and maintenance, freeing up internal resources for core business activities. The global market is moving from captive production to third-party manufacturing and pooling, which supports scalability and customization for diverse client needs, especially in high-velocity distribution environments. In India, the market is highly concentrated, with LEAP holding the majority share, and growth is being driven by the expansion of organized retail, FMCG, and e-commerce sectors. Key growth drivers include the need for cost-efficient logistics, the push towards sustainability, and the shift towards movement hire models.

The text discusses various aspects related to the supply chain, including requirements for wooden pallets and the analysis of the container market. For wooden pallets, there are strict regulations regarding the legal sourcing of wood, requiring transit or felling permits from State Forest Departments, which creates compliance challenges for smaller players. Furthermore, there is a dependency on imported softwood due to the lack of domestic softwood forests, which exposes manufacturers to supply chain risks. The market for wooden pallets emphasizes product quality, with standards set by leading players ensuring durability for extended periods and capacity to handle various loads. The container market shows rapid growth, driven by a shift towards asset-light, cost-efficient, and sustainable logistics models, with reusable solutions like Foldable Large Containers (FLCs), crates, and utility boxes gaining traction across various industries.

The text discusses the growing demand for various types of reusable and durable packaging solutions across different industries in India, driven by infrastructure growth, regulatory pushes, and automation trends. Specific sectors like Food & Beverages, E-commerce, 3PL, FMCG/Retail, Automotive, and Industrial sectors show increasing market potential for container pooling solutions. The adoption of reusable packaging is linked to environmental compliance, operational efficiency in warehousing, and the need to protect goods during transport.

The analysis details the application of Material Handling Equipment (MHE) in various supply chain functions, including material movement, storage, and loading/unloading operations. The industry is experiencing significant growth driven by infrastructure development, automation adoption, and the booming e-commerce sector. Key growth drivers include the shift towards organized warehousing, the push by government policies like PM Gati Shakti, and the increasing need for efficient, safe, and tech-enabled handling solutions. Furthermore, the market is evolving towards asset pooling models to mitigate high capital expenditure risks for businesses.

The competitive landscape for pallet pooling services is highly consolidated, with dominant global players and strong regional challengers operating across various sectors. The market involves a wide range of returnable transport packaging assets, including pallets, crates, and containers, which are pooled to enhance supply chain efficiency and reduce waste. Key players like CHEP lead globally with large-scale operations, while regional specialists such as LEAP have established themselves as leaders in specific markets, such as India. The industry is shaped by the ability of providers to deliver consistent quality, maximize reuse, and leverage technology for optimization.

This section provides an overview of the competitive landscape for Material Handling Equipment (MHE) pooling services in India, detailing the market size, key players, and various operational and financial metrics. The MHE pooling market in India is estimated to be around 7.4 thousand units and is projected to grow at a CAGR of 24.6% over the next five years, with organized players commanding about 60% of the market share due to strong national service networks. The competitive environment involves various players offering different equipment and services, and there are significant barriers to entry such as the need for value-added services, technology integration, and financing flexibility.

The company utilizes a 'share and reuse' business model referred to as pooling to provide on-demand asset pooling services within India's supply chain management sector. As of March 31, 2026, the company had 14.70 million assets and maintains a pan-India network of over 10,100 customer touchpoints. This circular model aims to support customers while improving the time, cost, and safety of supply chains across India. The company has expanded its network by acquiring CHEP India in January 2025, which enhanced its ability to serve a broader customer base and increase its product portfolio, especially in the container business.

The company has established itself as a leader in the pallet pooling industry in India, having pioneered the adoption of pallet pooling in the country, which was first embraced by the beverage industry. The company operates a full-service model encompassing the warehousing, and distribution of returnable packaging assets, utilizing innovation in lithium-ion powered forklifts and IoT-driven fleet management for efficient supply chain operations. The company claims market leadership as the largest on-demand asset pooling provider in India's supply chain management sector based on the number of pooled assets.

The company focuses on utilizing technology-enabled operations, such as real-time asset tracking and automated maintenance, to reduce costs and improve efficiency. The capital expenditure strategy involves gradually expanding the asset pool and introducing new, value-accretive products while maintaining efficient maintenance capital expenditure. The company mitigates working capital exposure and collection risk by having a customer base composed of high-growth, blue-chip customers, which ensures timely payments and supports a healthy cash flow. The company holds an A (stable) credit rating from India Rating, reflecting its financial stability. The company's strategy includes expanding within existing industries, penetrating new industries, and expanding across the supply value chain. Furthermore, the company has acquired CHEP India to consolidate leadership in the container segment and is pursuing inorganic growth opportunities.

The company manufactures and offers various Material Handling Equipment (MHE) such as forklifts and VNA forklifts, designed for different logistics workflows. They offer assets on a pooling model, either through static hire or movement hire, and generate revenue through various monetization levers. The company serves a diverse customer base across sectors like FMCG, Automotive, and 3PL, with a growing customer base. The company emphasizes rigorous quality control, ensuring product durability and safety through testing and adherence to standards, and is committed to ESG principles by promoting the reuse of assets and sustainable sourcing of raw materials.

The company deals with various types of pallets, including wooden and plastic, which have different environmental and operational trade-offs. Wooden pallets are considered more sustainable as they are made from renewable and biodegradable materials, supporting local industries and rural employment through decentralized manufacturing and repair networks. Plastic pallets, in contrast, are more capital-intensive and centralized. The company has undertaken numerous Corporate Social Responsibility initiatives to contribute to various communities. The company has obtained one registered trademark and has pending trademark and patent applications. The company is subject to various Indian laws concerning environment, data protection, and employee relations.

This section details various laws and regulations applicable to the company's operations, covering aspects related to intellectual property, foreign investment, taxation, and competition. It mentions several key acts such as the Trademark (Amendment) Act, Copyright Act, various FEMA regulations, and tax laws. Furthermore, it discusses laws concerning competition, consumer protection, legal metrology, and the general compliance requirements under the Companies Act, Contract Act, FEMA, and various state-specific laws.

The company was incorporated as a private limited company on July 3, 2013, and subsequently converted into a public limited company on June 27, 2025, resulting in a name change. The company has undergone numerous amendments to its Memorandum of Association over the years, detailing changes in authorized share capital and share class re-classifications. Key corporate milestones include the implementation of various technology systems, the acquisition of Skan Marine Services Private Limited, and the merger with CHEP. The company has also received several awards and accreditations.

The section details various corporate events, including agreements and mergers that have occurred recently. It notes that the company has not experienced time or cost over-runs in project setup or defaults in borrowings. Significant financial or strategic partners are currently not identified. Several key transactions involve acquisitions and mergers, such as the purchase of CHEP equity shares, and the merger of CHEP with the company, which resulted in an increase in authorized share capital. Furthermore, numerous agreements, including shareholders' agreements and various deeds of adherence, have been executed among promoters, subsidiaries, and other parties, outlining rights such as nomination, reserved matters, tag-along, and drag-along rights.

The section details various agreements and rights related to the company's share subscription and the transfer of securities from different parties. It outlines several agreements, including a Waiver cum Amendment Agreement II, which specifies conditions for conversion of preference shares, and various Share Purchase Agreements involving numerous entities. Furthermore, it describes agreements concerning the use of intellectual property through a transitional trade mark license and agreements related to the listing of equity shares. Finally, it specifies the current corporate structure, identifying the holding company and its subsidiaries.

The document details the incorporation of two distinct entities: LEAP Gulf, incorporated on December 3, 2025, and LEAP Mena Holdings Limited, incorporated on July 1, 2026. It also outlines a proposal to incorporate a step-down subsidiary in the UAE as a wholly owned subsidiary of LEAP Mena Holdings Limited. Furthermore, it discusses guarantees provided by the promoter for an equipment loan facility and clarifies the status of agreements with key managerial personnel and business interests between subsidiaries and the company.

This section provides various definitions and abbreviations used throughout the Prospectus. It defines terms related to the company, such as the Issuer, and lists various corporate and procedural terms. It also details terms related to the offer process, including different types of investors, bid amounts, and the process for allotment. Key parties involved in the offering, such as Book Running Lead Managers, are also defined.

This section defines various terms related to the issuance process, including different types of bidders, various accounts, and key documents. It specifies definitions for Designated CDP Locations, Designated Date, Designated Intermediary(ies), Designated RTA Locations, Designated SCSB Branches, and various types of bidders such as Eligible Employees, Eligible FPI(s), Eligible NRI(s), Retail Individual Bidder(s), and Qualified Institutional Buyers (QIBs). It also details the structure of the Offer, including the Fresh Issue and Offer for Sale components, the pricing, and the various portions of the offer allocated to different bidder categories.

This section primarily defines various terms used within the prospectus, covering concepts related to assets, performance metrics, and legal/regulatory frameworks. It includes definitions for various asset types like locations, equipment, and service models, as well as financial KPIs such as Cash PAT, EBITDA, and various Return on Equity metrics. Furthermore, it lists numerous conventional and abbreviations, including financial terms, regulatory bodies, and various legal acts.

This section outlines various conventions regarding the presentation of data, including definitions for geographical terms and currency references. It specifies that financial data is derived from Restated Consolidated Financial Information, and it details the differences between various accounting standards (Ind AS, GAAP, IFRS). The document also covers issues related to forward-looking statements and the reliance on third-party industry data.

This section summarizes the details of an equity share offer, detailing the breakdown of the total offer into Fresh Issue, Offer for Sale, and Employee Reservation components. The net offer was further segmented into QIB, Non-Institutional, and Retail categories, with specific provisions for various investor types and fund allocations. The offer was duly authorized by Board and Shareholder resolutions, and selling shareholders confirmed compliance with SEBI ICDR Regulations. Various rules governed the allocation process, including provisions for spill-over and proportionate allotment based on bid amounts.

This section details the restated consolidated statement of cash flows for the years ended March 31, 2026, 2025, and 2024, covering operating, investing, and financing activities. The cash flow from operating activities showed a positive net cash generation, while investing activities resulted in a net cash usage due to the purchase of property, plant, and equipment. Financing activities involved various transactions related to equity, borrowings, and lease liabilities. The section also lists contingent liabilities as of March 31, 2026.

This section details the structure of the company's share capital, including the breakdown of various classes of shares like Equity Shares, Preference Shares (Series A CCPS, A1 CCPS, Series B CCPS, Series C CCPS, Series C1 CCPS, Series C2 CCPS, Series D CCPS, Series E CCPS, Series F CCPS, Series F1 CCPS, Series G CCPS, Series H CCPS, Series I CCPS, and Series J CCPS, along with OCRPS). It also outlines the share capital before and after a recent offer, noting changes in the total paid-up share capital. Furthermore, the section provides a detailed history of equity share allotments and buy-backs over several years, including various transactions such as initial subscriptions, further issues, rights issues, bonus issues, and conversions of different share classes into equity shares.

This section details various transactions related to the allotment and conversion of both equity and preference shares over time. It covers allotments of equity shares to different parties, including transfers and subsequent full payment, as well as a series of preference share capital (CCPS) transactions. The data includes details on the number of shares allotted, face value, issue price, and the nature of the consideration paid. Several instances show the conversion of CCPS into equity shares, with specific dates and resulting equity share allotments being recorded.

This section details various allotments of different classes of Cumulative Preference Shares (CCPS) across different dates, including private placements and rights issues. The data shows allotments to various entities such as Sixth Sense India Opportunities-II, TVS, Shriram Growth Fund 3, and others. There are instances of conversion of these CCPS into Equity Shares, with corresponding details on the number of equity shares allotted. The data spans from early 2019 to late 2024, covering Series C1, C2, D, E, F, and G, as well as Series H and I CCPS.

This section details various allotments and conversions related to different classes of preference shares (CCPS and OCRPS) and convertible debentures (CCDs) over time. It includes events such as private placements, bonus issues, mergers, and conversions into equity shares. Specific events include the allotment of Series J CCPS, a bonus issuance of Series K CCPS, and the conversion of various OCRPS classes into equity shares. Furthermore, the section outlines secondary transactions by promoters and the transfer of various CCDs to different entities.

The company has not issued any equity or preference shares for consideration other than cash or through a bonus issue since its incorporation, except as disclosed in specific notes. Furthermore, the company has not allotted equity shares pursuant to schemes of arrangement approved under certain sections of the Companies Act. The document details various transactions related to the issue, transfer, and conversion of equity shares over time, including various bonus issues and conversions of different types of convertible securities. Significant details are provided regarding the shareholding pattern of major shareholders as of the prospectus date and historical share capital movements.

This section details various transactions involving the allotment, transfer, and conversion of preference shares by promoters. It includes transactions with different investment trusts and individuals, with corresponding details on the number of shares, consideration, and the percentage change in equity share capital. The data covers allotments and transfers of Series A, Series B, and Series C OCRPS and CCPS, with some transactions leading to the conversion of preference shares into equity shares.

This section details various transactions related to the allotment, transfer, and conversion of different types of preference shares (Series C1, C2, D, E, F, F1, H, I, and K) and CCDs. The data includes details such as the number of shares involved, the nature of the consideration, and the resulting percentage changes in equity share capital. Transactions span from September 2023 to July 2026, covering transfers and subsequent conversions into equity shares.

The company disclosed details regarding encumbrances on equity shares held by the promoters, including a pledge agreement with Catalyst Trusteeship Limited. The terms of this pledge were subsequently amended, and the pledge was released to facilitate the Offer. Furthermore, certain equity shares held by Matyas will be re-pledged post-lock-in, and other shares not forming part of the Minimum Promoters’ Contribution will also be re-pledged after the statutory lock-in period expires. The company also detailed the shareholding of promoters and the promoter group, along with various details concerning the contribution and lock-in requirements under SEBI ICDR Regulations.

The section details various transactions involving the acquisition of preference shares by promoters and a promoter group over different dates. It also provides information on the weighted average cost of acquisition for specified securities over the last one, eighteen months, and three years. Furthermore, the text outlines the average cost of acquisition for equity shares held by promoters and the promoter group as of the prospectus date. Finally, it discusses the details of the company's Employee Stock Option Schemes (ESOPs), including the number of options granted, vested, and exercised, and the accounting treatment for employee compensation costs.

This section details various aspects related to Employee Stock Option Plans (ESOPs), including the number of outstanding options and equity shares, as well as details regarding the granting, vesting, and exercise of these options across different fiscal years. It outlines the breakdown of options granted to key managerial personnel and senior management, and discusses the accounting treatment for employee compensation costs and the intention of certain employees to sell their shares post-listing.

The Offer comprised both a Fresh Issue and an Offer for Sale, with the proceeds from the Offer for Sale not forming part of the Net Proceeds. The Net Proceeds from the Fresh Issue were calculated after deducting offer-related expenses. The proposed utilization of these Net Proceeds was divided into two main categories: repayment/prepayment of borrowings and general corporate purposes. The utilization plan detailed specific amounts for these purposes, with provisions for managing shortfalls or surpluses.

The company intends to utilize the Net Proceeds for various purposes, including general corporate purposes, which are subject to not exceeding 25% of the Gross Proceeds. These purposes include the acquisition of fixed assets, funding for growth opportunities, strategic initiatives, insurance, repair and maintenance, payment of taxes and duties, and meeting ordinary business expenses. The quantum of utilization for each purpose will be determined by the Board based on available funds and business requirements. Furthermore, the company may use the Net Proceeds for other approved expenditures, subject to compliance with relevant laws. The company also has provisions for utilizing funds for repayment or prepayment of existing borrowings, and for financing pre-payment fees or penalties related to such repayments.

The section details the basis for determining the Offer Price, which involves consultation with BRLMs and assessment of market demand using quantitative and qualitative factors. The price band is set relative to the Floor Price (151 times face value) and Cap Price (159 times face value). Qualitative factors highlight the company's position as the largest on-demand asset pooling provider in India's supply chain management sector, along with its extensive network and track record of profitability. Quantitative factors include various financial metrics such as Earnings Per Share, Price/Earning ratios, Return on Net Worth, Net Asset Value, and Key Performance Indicators (KPIs).

The provided text details various aspects related to the offer and the company's compliance with tax laws, including the structure of transactions and the pricing mechanism for equity shares. It outlines conditions for secondary transactions involving promoters or related parties and specifies the floor and cap prices based on the weighted average cost of acquisition for different types of share issuances. Furthermore, the text includes a statement regarding special tax benefits available to the company and its subsidiaries, noting that these benefits depend on fulfilling prescribed conditions.

This section outlines various special direct tax benefits available to the Company, its shareholders, and the Material Subsidiary under Indian Direct Tax Laws. It details conditions related to concessional tax rates, deductions for various expenditures, and provisions concerning dividends, capital gains, and the treatment of losses and depreciation. The statement clarifies that the availability of these benefits depends on fulfilling prescribed conditions, and it serves as general information rather than professional tax advice.

This section details the special indirect tax benefits available to LEAP India Limited and its shareholders under various Indian tax laws, including GST, Customs, and the Foreign Trade Act. It explains that zero-rated supplies qualify as exports, and outlines two mechanisms for claiming refunds of accumulated Input Tax Credit against exports. Furthermore, it clarifies that shareholders are not entitled to special tax benefits for investing in the company's shares. The statement emphasizes that the availability of these benefits depends on fulfilling prescribed conditions and advises investors to consult with a tax professional due to the nature of the tax implications.

This section details the Independent Auditor's Examination Report on the Restated Consolidated Financial Information of LEAP India Limited, covering financial statements for the years ended March 31, 2026, March 31, 2025, and March 31, 2024. The report confirms that the financial information was compiled from Audited Consolidated Financial Statements prepared under Indian Accounting Standards (Ind AS). The auditors examined various aspects related to the use of accounting software, including audit trail features, across different periods. The report also clarifies the scope of the audit and the reliance placed on management's financial information.

This section provides details regarding the subsidiaries of LEAP India Limited, including a list of entities and their relationships, as well as the restated consolidated financial statements for the years ended March 31, 2026, March 31, 2025, and March 31, 2024. The data includes statements of assets and liabilities, profit and loss, and cash flows, with figures presented in ₹ million.

This section details the restated consolidated financial information, including the statement of changes in equity, the basis of preparation, and various accounting policies. The financial information has been approved by the Board of Directors for inclusion in the Draft Red Herring Prospectus. The company's business involves pooling resources for customized services in the automotive sector and Fast-Moving Consumer Goods (FMCG) industry supply chain. The financial statements are prepared on a going concern basis and historical cost convention, with certain financial assets and liabilities measured at fair values. The operating cycle for current and non-current classification is set at twelve months.

This section details various accounting policies and disclosures related to the recognition, measurement, and impairment of different asset classes, financial instruments, and liabilities as per accounting standards. It covers specific rules for capitalizing costs for property, plant and equipment, depreciation methods, financial asset classification, revenue recognition principles, and various aspects of lease accounting. The text outlines how different components of contracts, such as leases, are treated and how financial instruments are measured and derecognized.

This section details various accounting policies and disclosures related to the financial statements, including lease accounting, earnings per share calculations, tax treatments, impairment testing, and accounting for business combinations. It covers how different financial items are recognized, including provisions, contingent liabilities, and the treatment of foreign currency transactions. Furthermore, it discusses the impact of new standards and amendments from the Ministry of Corporate Affairs (MCA) on the financial statements and the group's evaluation of their applicability.

This section details various judgments, estimates, and assumptions required by the Group when preparing Restated Consolidated Financial Information in conformity with Ind AS. It covers aspects such as revenue recognition, the useful life of assets, the recognition of provisions and contingent liabilities, deferred tax assets, defined benefit obligations, leases, business combinations, goodwill impairment, financial asset impairment, and employee stock option plans. The text emphasizes that management makes judgments and estimates, which are reviewed periodically, and that changes in circumstances are reflected in the financial statements.

This section details the changes in Property, Plant and Equipment (PPE), Capital Work-in-Progress, Goodwill, Other Intangible Assets, and Intangible Assets Under Development over several fiscal years. The data shows various additions, disposals, impairments, and transfers related to these assets. Specific notes clarify the treatment of assets held for sale and the allocation of goodwill to Cash Generating Units (CGUs).

This section details various financial statement line items for LEAP India Limited across three fiscal years, including non-current and current assets, tax provisions, and trade receivables. Key figures show fluctuations in deposits, tax assets, and receivables over the period. The data includes movements in deferred tax assets and liabilities, as well as breakdowns of trade receivables, including provisions for expected credit losses.

This section details the reconciliation of equity and preference share balances at the beginning and end of the year, including various conversions and issuances. It also outlines the rights and restrictions attached to different classes of convertible preference shares, including timelines for conversion into equity shares based on various events and funding completions.

This section details various conversion and issuance schedules for different classes of Company Performance Share (CCPS) and equity shares, outlining the conditions under which these instruments can be converted into equity. It also provides information on the movement in the company's reserves and surplus over the years ending March 31, 2024, 2025, and 2026. Furthermore, the text includes extensive notes regarding the details of various Employee Stock Option Schemes (ESOPs) and the associated transactions, including grants, lapses, and fair value calculations for share-based payment transactions.

This section details various financial and liability items for LEAP India Limited across three fiscal years ending March 31, 2024, March 31, 2025, and March 31, 2026. It includes information on borrowings, various types of loans, lease liabilities, and current liabilities. Furthermore, it outlines the security arrangements for different loans and cash credits, detailing the assets they are secured against. The data covers non-convertible debentures, term loans from banks, and various working capital demand loan facilities.

This section details various financial line items for LEAP India Limited across three fiscal years, including revenue, income, expenses, and liabilities. Revenue from operations is broken down into sales of products, services, and other operating revenues, with disaggregated details provided for products and services. The section also covers other income, purchase of stock-in-trade, employee benefits expenses, and various financial costs, depreciation, and other operating expenses. Furthermore, it provides details on lease accounting, commitments, and contingent liabilities.

This section details various aspects of the financial statements, including provisions for employee benefits, movements in the restated consolidated profit and loss, and related party transactions. It outlines the actuarial assumptions and sensitivity analysis related to the defined benefit plan, as well as the nature of the liabilities and assets recognized. Furthermore, it provides extensive details on related party transactions, including remuneration, loans, and various balances, along with the fair value hierarchy used for financial instruments.

This section details various financial and risk management aspects of LEAP India Limited, including the carrying value of financial assets and liabilities, liquidity risk analysis, market risk exposure, and information regarding interest rate risk. It also covers credit risk management policies, the handling of bad debts, and disclosures related to investments in other entities and struck-off companies. The text provides comparative data for financial liabilities, receivables, and inventory across different reporting periods.

This section details various restatement adjustments and notes related to financial information, including working capital limits with banks, business combinations, and statutory dues. It covers differences between amounts reported in quarterly statements and the books of accounts, reasons for variances, and details concerning the handling of various tax and regulatory disputes.

This section details various financial information, including working capital limits, statutory dues, and comparisons of financial statements across different fiscal years. It includes tables showing amounts paid under protest for various taxes and duties, as well as notes on differences between reported figures and book accounts. Furthermore, it presents various financial ratios, such as Basic and Diluted Earnings per Equity Share, Return on Net Worth, EBITDA, and Net Asset Value per Equity Share, for the years ended March 31, 2026, 2025, and 2024. The text also discusses the use of accounting software and audit trails in the financial records.

This section primarily details the financial indebtedness of the company, including the aggregate outstanding borrowings as of June 30, 2026, and provides extensive information regarding the terms and conditions of these borrowings. It outlines the breakdown of borrowings into secured and unsecured categories, specifies the principal terms such as tenor, interest rates, security requirements, and prepayment penalties, and lists various restrictive covenants and events of default that lenders may invoke.

The company offers technology-enabled supply chain solutions that connect various stages of a customer's value chain, from manufacturing to retail. The company leverages pallet pooling as a cost-effective method for logistics, outsourcing the ownership and management of pallets to third parties. The company has expanded its network by acquiring CHEP India in January 2025, which enhanced its ability to serve a broader customer base and increase its product portfolio, especially in the container business. Product quality is maintained through repair and maintenance programs and adherence to quality standards. The company utilizes technology, including a proprietary platform and passive RFID, for tracking and management across the supply chain.

The financial performance showed significant growth across various revenue streams, largely driven by increased customer demand and the acquisition of CHEP India. Revenues from the sale of services, including pallets, containers, and material handling equipment, all saw substantial increases. Other operating revenues also grew, alongside a reversal of excess provisions. However, total expenses rose significantly, primarily due to increased purchase of stock-in-trade, employee benefits, and finance costs related to new borrowings and debentures.

The financial performance showed significant changes between Fiscal 2025 and Fiscal 2026, with various expenses and profits increasing substantially. Amortization on intangible assets and depreciation on right-of-use assets showed notable percentage increases. Other expenses saw a large overall increase, driven by factors like increased contract labour, rent, insurance, software, packaging, freight, and transport, and legal fees. Profit before tax and profit after tax also grew, reflecting the impact of these operational changes.

The company reported significant growth in revenues from the sale of services, driven by increases in rental income from pallets, containers, and MHEs, largely due to increased volume and customer demand. Other operating revenues also saw notable increases from the sale of scrap and the reversal of excess provisions. Other income showed substantial growth across several components, including insurance claims, interest income, fair value changes in investments, lease terminations, and the sale of property, plant, and equipment. Total expenses marginally increased, with increases in the purchase of stock-in-trade and employee benefits, alongside a decrease in share-based payment expenses. Finance costs rose due to increased interest expense on term loans and debentures, as well as an increase in lease liabilities.

The financial statements show various changes in expenses, profit before tax, and tax provisions between Fiscal 2024 and Fiscal 2025, largely driven by acquisitions and operational scaling. Depreciation, amortization, and impairment expenses saw significant increases, primarily due to asset additions and intangible asset amortization. Other expenses also rose, with several components increasing due to operational scale or acquisitions, while some expenses decreased due to efficiency improvements. Profit before tax and profit after tax showed modest growth over the period. Liquidity requirements were met through internal accruals, term loans, and equity infusions, and the company maintained a certain level of cash and cash equivalents.

This section details various financial activities, including cash flows from financing activities, capital expenditures, and summaries of borrowings and contractual obligations as of March 31, 2026. It provides breakdowns of capital expenditure across different fiscal years, outlines the structure of outstanding borrowings, and summarizes contractual maturities. Furthermore, the text describes accounting policies related to the operating cycle, fair value measurement, and the treatment of property, plant, and equipment.

This section details various accounting policies related to intangible assets, depreciation, financial instruments, revenue recognition, employee benefits, borrowing costs, inventories, and leases. It outlines specific recognition, measurement, subsequent measurement, and derecognition criteria for different asset classes and financial arrangements. The policies cover aspects such as how intangible assets are recognized, how depreciation is applied, the classification and measurement of financial assets and liabilities, and the recognition of revenue from contracts with customers. Furthermore, it specifies how various expenses, such as employee benefits and borrowing costs, are accounted for, and the accounting for leases.

This section primarily discusses accounting policies related to leases, earnings per share calculation, tax recognition, impairment of non-financial assets, provisions, contingent liabilities, and business combinations. It details the recognition criteria for various financial items, including how lease liabilities are handled and the methods used for calculating earnings per share. Furthermore, it outlines the risks associated with market fluctuations, credit risk, liquidity risk, and dependence on key customers and suppliers.

This section presents a capitalization statement comparing the company's financial structure pre-offer and post-offer as of March 31, 2026. The statement details changes in borrowings, equity components, and various ratios. The post-offer figures show significant adjustments related to the offer, including changes in equity share capital and securities premium, as well as adjustments from the conversion of preference shares.

Investors should be aware of several material risks to the business, including the potential inability to sustain rapid growth and profitability, the vulnerability of the pallet pooling business to market changes, and dependencies on suppliers and key personnel. Risks include potential disruptions from supply chain issues, competition in the pallet market, and the risk of losing customers due to contract non-renewal or changes in service scope. Furthermore, the company faces risks related to asset loss, dependency on third-party suppliers, and the difficulty in attracting and retaining skilled employees.

The company faces several risks related to customer relationships, including the potential loss of revenue if customers change specifications, dispute arises, or competitors offer better pricing. There is also a risk of inventory obsolescence due to customized assets that may become redundant if customer preferences change. Furthermore, reliance on individual customers exposes the company to pricing leverage and potential contract termination issues. Operational risks include dependency on the reliability of technology infrastructure, vulnerability to various cyberattacks, and potential for data loss or service disruptions. The business is also exposed to counterparty credit risk from customers failing to make payments, and volatility in the supply and pricing of raw materials like timber and plastic. Finally, the company faces geopolitical risks concerning the import of forklifts and currency fluctuations impacting costs and margins.

The company faces various risks across multiple domains, including financial, operational, and regulatory areas. Financing arrangements include restrictive covenants that could lead to adverse consequences if breached. There is a risk concerning working capital requirements, where shortages or late payments could negatively impact operations. The company is exposed to anti-corruption laws, potential liabilities from related parties, and insufficient insurance coverage. Furthermore, the business is vulnerable to supply chain volatility for pallets, potential disruptive technological changes, and risks associated with contract labor and potential credit rating downgrades.

The company faces several risks related to labor, acquisitions, and operational aspects. Risks include potential disruptions from labor unions or difficulties in procuring adequate labor at reasonable rates. There is also a risk associated with strategic acquisitions, such as delays or disputes with government authorities, and difficulties in integrating acquired businesses, which could lead to unexpected costs or operational disruptions. Furthermore, the use of pooled pallets and containers presents a contamination risk, which could lead to regulatory violations and reputational harm. Risks also exist concerning the provision and use of Material Handling Equipment (MHEs), which could result in accidents, liability claims, and financial penalties. Leased premises pose a risk if lease rights are lost or if agreements cannot be renewed favorably, potentially disrupting operations. Finally, there is a risk related to the adequacy of stamping and registration of deeds for leased properties.

The company faces several risks related to statutory dues, including potential penalties from various acts, and delays in filing returns due to issues like KYC mismatches or GST registration cancellations. There is also a risk of delays in filing e-forms and corporate actions, which could lead to regulatory actions. As a publicly listed entity, the company faces increased compliance requirements and scrutiny, especially concerning the experience of some directors in directorships. Furthermore, there is a lack of directly comparable listed peers for investors to benchmark performance against. The company also has limited history as a public company, which may complicate the evaluation of future prospects. Finally, there are risks associated with the reliance on external market research reports and potential issues with intellectual property protection.

The company's business is exposed to various adverse risks stemming from the Indian economic and political environment. These risks include macroeconomic factors such as changes in interest rates, inflation, and credit scarcity, as well as geopolitical tensions, trade policies, and potential disruptions to global supply chains. Furthermore, changes in laws and regulations, including tax reforms and new labour codes, pose compliance and operational challenges. The company is also vulnerable to risks from natural disasters, fluctuations in exchange rates, and potential adverse actions from competition laws. Finally, market surveillance measures post-listing and general financial instability in global markets can impact the company's performance and stock price.

The risk factors discussed cover several areas, including the enforceability of foreign judgments, differences in accounting standards, potential dilution from future equity issuances, and various regulatory and legal risks concerning the offer and equity shares. There are concerns about the inability to enforce foreign judgments in India, significant differences between Indian accounting standards and international standards, and potential dilution due to future capital raising activities. Furthermore, risks exist related to the process of raising capital, restrictions on the disposal of equity shares, and various tax implications for investors. Finally, there are concerns about potential delays in regulatory approvals and the inability to ensure timely listing and trading of equity shares.

The section outlines the absence of outstanding litigation, regulatory actions, or disciplinary actions against the Company, its subsidiaries, promoters, or directors as of the prospectus date, except for specific civil and tax matters that are considered material based on a defined Materiality Policy. The policy sets thresholds for materiality based on turnover, net worth, or profit/loss, with a specific threshold of ₹2.29 Crore for profit/loss after tax. Several pending civil lawsuits, including trademark disputes and recovery claims, were disclosed, along with various tax matters, including a dispute over ineligible CENVAT credit and correspondence from the Income Tax Department.

The section details several ongoing and past legal and tax proceedings involving the Company and its merged entity, CMEPL/CIPL. These include disputes over disallowed deductions, demands for sums, and subsequent appeals filed before the Income Tax Department and the Income Tax Appellate Tribunal (ITAT). Furthermore, there are proceedings related to discrepancies in statutory adjustments for repairs and maintenance, and disputes concerning penalty proceedings. The section also lists various corporate, business, tax, and labour approvals obtained by the Company and its Material Subsidiary, noting that no material approvals were found to be pending or expired as of the prospectus date.

The company identified Plenova Supply Chain Private Limited as its group company under SEBI ICDR Regulations. Details regarding Plenova's registered office and financial information are provided, though audited financial statements for FY 2026 were not available as Plenova was incorporated late in the financial year. Furthermore, the company confirmed that the group company has no interest in the promotion of the company, has no interest in properties acquired by the company, or in transactions related to land acquisition, construction, or machinery supply. There are no common pursuits between the company and the group company, and no other related business transactions were disclosed beyond those mentioned in other sections.

The section details various authorizations related to the offer, including resolutions passed by the Board and the IPO Committee, and approvals for filing the Draft Red Herring Prospectus with SEBI and Stock Exchanges. It also confirms that selling shareholders are in compliance with SEBI ICDR Regulations regarding their portion of the offered shares. Furthermore, the text outlines several confirmations regarding the company's compliance with various regulatory requirements, such as not being prohibited from accessing capital markets or being declared as Wilful Defaulters. It also specifies eligibility criteria for the offer based on net tangible assets, operating profit, and net worth over the preceding three financial years.

This section primarily details various restrictions and acknowledgments related to the sale and transfer of Equity Shares, particularly concerning transactions involving U.S. persons and securities laws. It outlines conditions under which Equity Shares can be offered, sold, pledged, or transferred, including requirements for transactions to comply with various exemptions under the U.S. Securities Act. Furthermore, it specifies that the purchaser acknowledges that the Equity Shares are 'restricted securities' and details the legends that may appear on the shares. The text also covers disclaimers from the BSE and NSE regarding the listing of the securities and the process for obtaining permission to trade.

This section details the historical price information for past issues handled by various Book Running Lead Managers (BRLMs) and provides information on the mechanism for investor grievance redressal. It lists past issues for companies such as Sedemac Mechatronics Limited, Amagi Media Labs Limited, ICICI Prudential Asset Management Company Limited, Lenskart Solutions Limited, Swiggy Limited, Brainbees Solutions Limited, and various financial years for IPOs handled by IIFL Capital Services Limited. Furthermore, it outlines the procedures for investors to approach the Registrar to the Offer for redressal of grievances, including details on compensation for delays in unblocking amounts and the liability of SCSBs.

This section details various compensation mechanisms and timelines related to the blocking and unblocking of funds, as well as penalties for delays in resolving investor grievances. It outlines specific compensation rates for different scenarios, such as blocking multiple amounts or exceeding the bid amount. Furthermore, it specifies the process for payment of processing fees to SCSBs, which is contingent upon the completion of fund unblocking and the payment of investor compensation. The text also mentions the process for addressing investor grievances through SCORES and the expected time frame for resolving routine complaints.

This section details various time restrictions and procedures related to the submission and revision of bids for the offer, specifying different timelines based on the type of bidder (e.g., Anchor Investors, QIBs, Retail Individual Bidders). It outlines specific time windows for electronic and physical submissions, including different cut-off times for various bid types. Furthermore, it specifies rules regarding the handling of bids, such as the rejection of submissions not uploaded within the prescribed time, and the procedures for dealing with discrepancies in data entered into the electronic book versus the bid forms.

The section details various eligibility criteria for different investor categories, including Public Financial Institutions (PFIs), eligible employees, and various bidding modes. It outlines specific rules regarding the allocation of shares, including reservations for domestic mutual funds and insurance/pension funds. Furthermore, the text extensively discusses the phased implementation of the Unified Payments Interface (UPI) mechanism for public issues, including timelines and requirements for investor grievance redressal. It also specifies procedures for handling bid amounts, including blocking funds, and the liability of intermediaries concerning delays in unblocking accounts.

This section details various procedural requirements and restrictions concerning the bidding process for the Offer, differentiating requirements based on the type of bidder (e.g., UPI Bidders, ASBA Bidders, Anchor Investors, NRIs, FPIs). It outlines specific rules regarding the submission of forms, the necessity of providing required details like UPI IDs, and the conditions under which bids are accepted or rejected. Furthermore, it specifies rules related to the handling of bids by different investor categories, including restrictions on investment limits for various entities, and procedures for dealing with bids from Foreign Portfolio Investors (FPIs).

This section details various requirements and restrictions concerning the participation of different types of bidders in the offer, including those from various entities such as Eligible Employees, Venture Capital Funds, Limited Liability Partnerships, banking companies, Insurance Companies, Provident Funds, and Systemically Important Non-Banking Financial Companies. It outlines specific documentation that must be attached to bid forms, such as power of attorney or registration certificates, and sets out investment limits and rules based on the nature of the investor or the company they are investing in. Furthermore, the text provides extensive 'Do's' detailing procedures for submitting bids, including requirements for PAN linking, using specific accounts, and ensuring proper authorization for fund blocking.

This section outlines numerous procedural and compliance requirements for investors participating in the bid process, covering details related to investor residency, document attestation, and various rules for bid submission. It specifies conditions for different investor categories, mandates for fund blocking mechanisms like UPI, and various prohibitions against using certain payment methods or submitting incomplete/illegible forms. Furthermore, it details timelines for bid submissions and clarifies responsibilities regarding the finalization of the allotment basis and the handling of investor grievances.

The section details various conditions related to the allotment process, including timelines for refunds, the handling of promoter contributions, and procedures for withdrawing the offer. It also outlines undertakings by selling shareholders regarding the eligibility of their shares and the transfer of those shares. Furthermore, it specifies rules concerning the use of offer proceeds and clarifies provisions related to impersonation and liability under the Companies Act for fraudulent activities.

This section details various aspects of share capital, including the division and rights attached to different classes of shares. It outlines procedures for issuing shares, including the rights of members to receive certificates, and the rules governing the transfer and transmission of shares. Furthermore, it covers provisions related to the dematerialization of shares and the company's lien rights over shares. The text also specifies conditions under which the Board may decline to register transfers or acknowledge them.

This section details various provisions related to the transfer of shares, including rules concerning the death or insolvency of a member and the subsequent rights of the survivor or nominee. It outlines procedures for the Board to decline or suspend registration for share transfers. Furthermore, the text covers provisions for the forfeiture of shares due to non-payment of calls or due amounts, including the Board's right to enforce payment and the potential forfeiture of shares. It also discusses the rights of a person becoming entitled to a share after a member's death or insolvency regarding dividends and membership rights.

This section primarily details procedural aspects related to meetings, voting rights, the appointment and powers of the Board of Directors, and various financial matters concerning dividends and reserves. It outlines rules for chairing meetings, handling adjournments, determining voting rights, proxy appointments, and the powers of the Board regarding borrowing and securities. Furthermore, it specifies rules for the appointment of managing directors, chief executives, and other officers, as well as stipulations on the custody of the company seal. Finally, it governs the declaration and payment of dividends, including provisions for setting aside profits as reserves and procedures for handling unpaid dividends.

This section details various material contracts and documents that were attached to the Draft Red Herring Prospectus for inspection, covering agreements with selling shareholders, registrars, monitoring agencies, and various financial and legal entities. These include numerous agreements related to the offer process, resolutions passed by the Board and Shareholders, and various certificates and reports. Furthermore, the section lists several complaints received and the company's responses to these complaints, involving the Board and the BRLMs.

The provided section consists entirely of declarations signed by various directors certifying compliance with relevant laws and regulations. These declarations affirm that all provisions of the Companies Act and guidelines issued by the Government of India or SEBI have been complied with. Furthermore, the signatories certify that no statement in the Prospectus contradicts the provisions of the Companies Act, SCRA, SCRR, and SEBI Act, as amended or with any rules, guidelines, or regulations issued thereunder. The declarations are signed by the Chairman, Managing Director and CEO, a Non-Executive Director, and two Independent Directors.

The provided section primarily consists of declarations from various directors and officers certifying compliance with relevant laws and regulations. These declarations confirm that all statements in the Prospectus adhere to the provisions of the Companies Act, SCRA, SCRR, and SEBI Act, as amended. Furthermore, selling shareholders have provided separate confirmations regarding the accuracy of their statements concerning the offered shares and the company.

This section summarizes related party transactions entered into by the company with various parties for the financial years ended March 31, 2026, 2025, and 2024, after inter-company eliminations. The disclosures cover remuneration, rent payments, equity buybacks, and transactions with various directors, key management personnel, and entities having control. Several transactions involve the Managing Director and CEO, such as remuneration and rent payments. There are also significant transactions involving entities having control, including the issue of different series of Company Credit Purchase Schemes (CCPS) and transactions with entities where key managerial personnel have significant influence, such as the purchase of stock-in-trade and property, plant and equipment from a supply chain private limited company.

This section details various aspects related to the process of offering equity shares, including the roles of different intermediaries, the process for book building, and the underwriting commitments. It outlines the responsibilities of various Book Running Lead Managers (BRLMs) across different activities, such as drafting prospectuses, drafting advertisements, and coordinating with various parties. Furthermore, it specifies the list of entities eligible to participate in the offer, such as Syndicate Banks, Registered Brokers, and Registrar and Share Transfer Agents, based on SEBI guidelines. The section also covers the underwriting agreements with various underwriters for the equity shares proposed to be offered.

The company's Board comprises six Directors, including one Executive Director and five Non-Executive Directors, with three of those being Independent Directors, including one woman Independent Director. The Board composition adheres to corporate governance requirements set by the Companies Act and SEBI Listing Regulations. The document details the profiles of the Directors, including their qualifications, work experience, and associations with various entities. Specific details regarding the remuneration and benefits for the Executive Director, Sunu Mathew, are also provided.

The company has no service contracts with its directors, and none of the directors hold equity shares in the company, except for Sunu Mathew, who holds a significant number of equity shares. Furthermore, the company has disclosed various provisions regarding director interests, including fees for board meetings and remuneration. The board has constituted several committees, such as the Audit Committee, Nomination and Remuneration Committee, Stakeholders’ Relationship Committee, and Corporate Social Responsibility Committee, with specific terms of reference outlined for each.

The document details the composition of various committees and key managerial personnel for the company. The Corporate Social Responsibility Committee and the Risk Management Committee have defined terms of reference and operational mandates. Key managerial personnel, including officers like Rajesham Buchirajam Alle (CFO) and Chirag Bagadia (Company Secretary and Compliance Officer), are listed along with their roles, experience, and remuneration details. The text also outlines various changes in key personnel over the preceding three years and clarifies aspects related to compensation and service contracts.

The company's promoters are Sunu Mathew and Vertical Holdings II Pte. Ltd., holding an aggregate of 89.12% of the pre-Offer issued equity shares. Sunu Mathew is identified as an individual promoter, and details regarding his profile can be found in other sections. Vertical Holdings II Pte. Ltd. is a corporate promoter, a Singapore-incorporated private company that invests in Indian infrastructure companies. The promoter group includes several individuals and entities, and the company has entered into various agreements with members of the promoter group, including leave and license agreements and payment arrangements for services.