Leapfrog Engineering Services Limited (CIN U74210KA2005PLC036274) has filed a Red Herring Prospectus with SEBI for an IPO comprising a fresh issue of 3,46,08,000 shares and an offer for sale of 38.76 lakh shares. In FY25 it reported revenue of ₹135 Cr (-14.7% on FY24) and a net profit of ₹16 Cr. Promoters hold 87.0% before the IPO. Our earlier look-up of its claims found no medium or high concerns across 24 claims looked up.
Read from public SEBI filings; last updated . Not investment advice.
Key signals
Read from the filing. Signals summarise it; they are not a recommendation or investment advice.
None serious24 claims looked up earlier: 0 high, 0 medium concern.
How we rate these
Valuation: P/E at the top of the band: up to 25x good, up to 40x watch, above that concern.
Growth: Sales growth per year: 20% or more good, 8% or more watch, below that concern.
Profitability: Net profit margin: 10% or more good, 4% or more watch, below that concern. The trend note compares operating margin with the year before (1.5 points either way).
Debt: Borrowings / net worth: up to 0.5x good, up to 1.5x watch, above that concern.
Profit into cash: Cash from operations as a share of net profit: 80% or more good, 40% or more watch, below that (or negative) concern.
One-off income: Other and one-off income as a share of pre-tax profit: up to 10% good, up to 30% watch, above that concern. Any one-off item management itself describes moves "good" to "watch".
Where the money goes: Offer for sale as a share of the whole issue: under 40% good, under 75% watch, above that concern. In an offer for sale the money goes to the selling shareholders, not the company.
Red flags: Earlier web look-ups of the filing's claims: any high-concern finding is concern, any medium is watch, otherwise good.
Rules are rules of thumb, not a verdict: a fast-growing business can reasonably carry a higher P/E, and some sectors run on debt.
The IPO
What Leapfrog Engineering Services Limited is offering, at what price, and who owns it today. Read from the RHP; anything the company hasn't fixed yet shows as pending.
This is entirely an offer for sale: the company receives no money. The proceeds go to the selling shareholders.
Who owns it
Promoters hold before the IPO
87.0%
As stated in the filing. The full shareholding table could not be cross-checked.
Valuation
Valuation comes with the price band. P/E, price-to-book and price-to-sales need an offer price, and draft filings leave it blank. We'll compute them here as soon as the RHP announces the band.
Who is selling
The offer for sale, seller by seller, as the filing itself lists them.
Selling shareholder
Max shares offered
Cost of acquisition
per Equity Share) Prabhav Narasimha RaoPromoter
38.76 lakh
₹0.01
Cost of acquisition is the weighted average price the seller originally paid per share, as stated in the filing.
Business model
Is Leapfrog Engineering Services Limited a good business, and why? Its market, industry, edge and team, each rated by a stated rule.
As printed in the filing's summary financial information, converted to ₹ crore.
₹ crore (per-share figures in ₹), as restated in the filing. Click + to see what a line is made of.Source p.66
Line item
FY23
FY24
FY25
9M Dec-25
Revenue from Operations
104
158
135
101
Other Income
1.2
5.0
2.7
4.0
Total Income (I + II)
105
163
137
105
Finance costs
1.4
1.8
1.9
4.5
Depreciation and amortisation expense
0.19
0.59
0.47
0.32
105
140
116
86
Expenses
Cost of materials consumed
80
119
40
54
Contract Execution Expenses
8.2
11
57
17
Changes in Work in progress
0.56
-2.4
2.1
-5.9
Employee benefits expense
4.0
4.6
6.9
8.1
Other expenses
11
5.0
7.7
7.6
Profit before exceptional and extraordinary items and tax (III - IV)
0.62
23
22
19
Exceptional items
0.00
0.62
0.00
0.00
Profit before extraordinary items and tax (V - VI)
0.62
22
22
19
Profit before tax (VII- VIII)
0.62
22
22
19
Profit After Tax from Continuing Operation (IX-X)
0.28
16
16
14
Profit/(Loss) from Discontinuing Operations
0.00
0.00
0.00
0.00
Tax expenses of Discontinuing Operations
0.00
0.00
0.00
0.00
Profit/(Loss) from Discontinuing Operation (after tax)
0.00
0.00
0.00
0.00
Net Profit Transferred to Balance Sheet EufJuff)
0.28
16
16
14
Basic & Diluted Earning Per Share- Equity Share of Rs. 10/- Each
5.90
341.51
–
–
0.03
1.63
1.57
1.32
Extraordinary items
0.00
0.00
0.00
0.00
Tax expense:
Current Tax
0.24
6.1
6.1
5.5
Earlier Period
0.00
0.00
0.00
0.00
Deferred Tax
0.10
-0.11
-0.50
-0.23
Earnings per equity share:
₹ crore (per-share figures in ₹), as restated in the filing. Click + to see what a line is made of.Source p.65
Line item
FY23
FY24
FY25
9M Dec-25
Non-Current Liabilities a Long-term borrowings
1.0
0.59
0.25
0.73
Current liabilities a Short-term borrowings
12
13
20
31
b Trade payables total outstanding dues of micro enterprises and small enterprises; and
0.00
0.94
2.0
4.0
3.8
7.8
57
43
EQUITY AND LIABILITIES
Shareholders’ funds a Share capital
0.48
0.48
11
11
b Reserves and surplus
4.8
21
43
57
b Deferred tax liabilities
0.00
0.00
0.00
0.00
Long-term provisions
0.66
0.50
0.31
0.55
66
51
149
156
Other current liabilities
43
1.0
11
2.4
d Short-term provisions
0.29
5.4
6.4
6.1
Non-current assets a Property, Plant and Equipment and Intangible Assets Property, Plant and Equipment
0.59
1.1
0.90
0.78
Current assets a Inventories
3.6
8.6
4.3
12
b Trade receivables
15
12
108
95
66
51
149
156
ASSETS
Intangible assets
0.18
0.19
0.13
0.09
Capital work-in-progress
0.00
0.00
0.00
0.00
b Non-Current Investments
0.12
0.00
0.00
0.00
Deferred tax assets
0.14
0.25
0.75
0.98
d Long-term Loans and Advances
0.00
0.00
0.00
0.00
e Other non-current assets
3.4
2.2
4.3
4.3
Cash and Bank Balances
8.9
7.3
8.3
8.7
d Short-term loans and advances
29
8.3
11
24
e Other current assets
5.5
11
11
10
₹ crore (per-share figures in ₹), as restated in the filing. Click + to see what a line is made of.Source p.67p.68
Line item
FY23
FY24
FY25
9M Dec-25
Loss on sale / Discard of fixed assets
0.00
0.01
0.07
0.06
Operating profit before working capital changes
1.8
24
24
24
13
-1.2
-17
-7.5
Cash Flow From Operating Activities : Net Profit before tax
0.62
22
22
19
Adjustment for :
Depreciation and amortization
0.19
0.59
0.47
0.32
Interest Paid
1.4
1.8
1.9
4.5
Provision for Gratuity
0.00
0.00
0.00
0.00
Interest Income
-0.45
-0.50
-0.72
-0.52
Changes in Working Capital
(Increase)/Decrease in Trade Receivables
-4.6
2.5
-96
13
(Increase)/Decrease in Inventory
0.77
-5.0
4.4
-7.3
(Increase)/Decrease in Short Term Loans & Advances
-23
21
-2.6
-13
(Increase)/Decrease in Other Current Assets
-3.2
-5.3
-0.71
1.2
Increase/(Decrease) in Trade Payables
-1.4
5.0
50
-11
Increase/(Decrease) in Provisions
-0.12
-0.18
-0.05
0.27
Increase/(Decrease) in Other Current Liabilities
43
-42
9.5
-8.2
Cash generated from operations
13
-0.19
-12
-1.7
Taxes Paid
-0.40
-0.97
-5.3
-5.8
-2.4
0.01
-2.6
-0.12
Cash Flow From Investing Activities :
Net Sale /Purchase of Property, plant & equipment
-0.60
-1.1
-0.25
-0.24
Sale of Tangible Fixed Assets
0.00
0.00
0.00
0.00
Write off of investment
0.00
0.12
0.00
0.00
Investments in Term Deposits
-1.5
-0.64
-0.98
-0.44
Movement in other non current assets (including Bank Deposits > 12 months)
-0.79
1.2
-2.1
0.04
Interest Income
0.45
0.50
0.72
0.52
-8.2
-1.1
20
7.6
Cash Flow From Financing Activities :
Proceeds on issue of Equity (Including Share Premium)
0.00
0.00
15
0.00
Increase/(Decrease) in Short Term Borrowings
-6.2
1.2
6.7
12
Increase/(Decrease) in Long Term Borrowings
-0.61
-0.42
-0.34
0.48
Interest Paid
-1.4
-1.8
-1.9
-4.5
Net Increase/(Decrease) In Cash & Cash Equivalents (A+B+C)
2.1
-2.2
0.01
-0.02
Cash and Cash Equivalents at the beginning of the year
0.15
2.2
0.02
0.03
Cash and Cash Equivalents at the end of the year
2.2
0.02
0.03
0.01
Component of Cash and Cash equivalents Cash on hand
0.03
0.02
0.03
0.01
2.2
0.02
0.03
0.01
Balance With banks
2.2
0.00
0.00
0.00
6.6
7.3
8.3
8.7
Other Bank Balances
Recurring Deposits
0.39
0.00
0.20
0.00
Balances with banks to the extent held as margin money or security against the borrowings, guarantees
6.2
7.3
8.1
8.7
Total Cash & Bank Balances as per Balance Sheet (A) + (B)
8.9
7.3
8.3
8.7
11
19
17
26
Herring Prospectus.
Page 66 of 395
Red Herring Prospectus
LEAPFROG ENGINEERING SERVICES LIMITED
SUMMARY OF CONTINGENT LIABILITIES
₹ in lakhs
ended 31st Dec
ended 31st
ended 31st
ended 31st
Provisions
Provision - Gratuity
0.62
0.43
0.31
0.48
Provision - Leave Encashment
0.08
0.10
0.16
0.27
Contingent Liabilities shall be classified asa) Claims against the company not acknowledged as debts
10
10
10
10
Guarantees (Bank Guarantees)
0.00
7.6
6.2
13
Other money for which the company is contingently liable - - - Income Tax (Demand as per portal)
0.00
0.00
0.00
0.07
Income Tax - TDS (Demand as per portal)
0.00
0.00
0.00
0.07
Goods & Services Tax (Demand as per portal)
0.00
0.00
0.00
1.1
on capital account and not provided for; (Capital WIP)
0.00
0.00
0.00
0.00
Uncalled liability on shares and other investments partly paid
0.00
0.00
0.00
0.00
Other commitments (specify nature).
0.00
0.00
0.00
0.00
Discounted cash flow
What Leapfrog Engineering Services Limited's cash flow would be worth today. Change the rate, time period or growth to see how sensitive the answer is.
% / yr
years
% / yr
Worth today (10 years of cash)
₹163 Cr
Per share
–
Needs the price band.
Top of the price band
–
Projected cash flow (₹ Cr) Worth today at 13.6% a yearAlong the bottom: years from now
Starting rate 13.6%: the cost of equity for the industry group Construction, September 2026. It is the 10-year government bond yield of 7.41% less India's default spread of 1.87%, plus beta 1.14 from 65 listed companies times an equity risk premium of 7.08%. The yield is from Investing.com, India 10-year bond yield (historical data page); the premium is from Damodaran, Country Default Spreads and Risk Premiums (NYU Stern). Change the rate above to test other views.
Starts from FY25 net profit of ₹16 Cr, grown 13.7% a year (based on revenue growth FY23–FY25, capped at 20%) and discounted at 13.6% a year, with no value counted beyond year 10. A simple illustration from the filing's numbers, not a forecast or investment advice; small changes to the rate or growth move the answer a lot.
The short version
Start here. The story in a few minutes, with every fact tied to the page it came from.
The biggest red flag in the Leapfrog Engineering Services Limited IPO filing is this: no current web search results could corroborate, contradict, or even provide any update on the claims made in the Draft Red Herring Prospectus. This silence surrounding the documentation raises serious questions about the transparency of this offering.
Share Capital Structure and Promoter Control
We look at the ownership structure, which shows the promoters maintain significant control over the company. They collectively hold 93.53% of the pre-issue paid-up equity share capital, which is a major red flag regarding control.
Read more · 4 points, 5 supporting facts
We look at the ownership structure, which shows the promoters maintain significant control over the company. They collectively hold 93.53% of the pre-issue paid-up equity share capital, which is a major red flag regarding control.
Promoters collectively hold 93.53% of the pre-issue paid-up equity share capital.p.88p.90
This control is further solidified post-issue, as the promoters retain 63.02% of the capital assuming a full IPO allotment, which is a critical figure to note.
Promoters collectively hold 63.02% of the post-IPO issued, subscribed and paid-up equity share capital assuming full allotment.p.88p.90
The promoter group's aggregate shareholding reaches 92.59% of the pre-issue capital and 67.26% of the post-issue capital, highlighting the concentration of power within the founding group.
The aggregate shareholding of the Promoters & Promoter Group is 92.59% of the pre-issue capital and 67.26% of the post-issue capital.p.91
Crucially, all equity shares held by the promoters were fully paid up at the time of allotment, and there are no shares held by them currently subject to any pledge.
All Equity Shares allotted and held by the Promoters were fully paid at the time of allotment.p.88
None of the Equity Shares held by the Promoters are subject to any pledge.p.88
Outstanding Tax and Regulatory Demands
The company faces multiple outstanding tax demands across various financial years. Specifically, the commercial tax officer in Bangalore raised demands for financial years including FY 2020-21 and subsequent periods.
Read more · 5 points, 5 supporting facts
The company faces multiple outstanding tax demands across various financial years. Specifically, the commercial tax officer in Bangalore raised demands for financial years including FY 2020-21 and subsequent periods.
Demands were raised by the commercial tax officer, Bangalore, for various financial years.p.300
There are outstanding demands from the Income Tax Department and TDS demands from entities like Leapfrog Automation And Control Systems and Bigleap Ventures And Consultancy Services.
Outstanding demands were raised from the Income Tax Department and various TDS entities.p.300
A pending tax matter involves 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.
A show cause notice was issued under section 73/74 and GST DRC 01 for FY 2021-22.p.301
The company has faced several TDS demands, including one for FY 2018-19 amounting to Rs. 76,700, of which Rs. 64,430 was paid by the company.
A TDS demand for FY 2018-19 involved Rs. 76,700, with Rs. 64,430 paid.p.300
Furthermore, a significant GST demand was raised for an amount involving Rs. 21,51,957, and the company voluntarily made a payment of Rs. 1,17,713 for a GST matter.
A GST demand was raised for an amount involving Rs. 21,51,957, and a payment of Rs. 1,17,713 was made.p.302
Promoter Control and Related Entities
The promoters, Mr. Prabhav Narasimha Rao and Mrs. Priyashaila Prabhav Rao, jointly control a significant stake in the company. They collectively hold 9,32,40,000 equity shares, which represents almost 86.99% of the pre-issued paid-up Equity Share capital.
Read more · 3 points, 4 supporting facts
The promoters, Mr. Prabhav Narasimha Rao and Mrs. Priyashaila Prabhav Rao, jointly control a significant stake in the company. They collectively hold 9,32,40,000 equity shares, which represents almost 86.99% of the pre-issued paid-up Equity Share capital.
Promoters jointly hold 9,32,40,000 Equity Shares, constituting almost 86.99% of the pre-issued paid-up Equity Share capital.p.212
The promoters are interested in the company to the extent of their shareholding and future dividends. Furthermore, the Promoter Group includes immediate relatives, such as the Father and Mother of the Promoter.
Promoters are interested in the company for the extent of their shareholding and future dividends.p.214
The Promoter Group includes immediate relatives such as the Father of the Promoter (Late Narasimha Bappanad Rao) and the Mother of the Promoter (Late Sumithra Rao Varamahalakshmi D Rao).p.216
Several 'Group Companies' were identified, including Greenfire Safety and Controls Private Limited, Achates Hospitality Services Private Limited, and Orbis Technosphere Private Limited. These entities have faced applications for strike-off under the Companies Act.
Entities forming part of the Promoter Group include Greenfire Safety and Controls Private Limited (Struck-off), Achates Hospitality Services Private Limited (Struck-off), Orbis Technosphere Private Limited (Struck-off), and Leapfrog Technical Services LLC.p.216
Bottom line
In summary, this investigation reveals significant concerns regarding the IPO of Leapfrog Engineering Services Limited, primarily due to the concentrated control held by the promoters, who retained a substantial majority of the capital post-issue. Furthermore, the company is burdened by numerous outstanding tax and regulatory demands spanning several financial years. These findings underscore critical issues concerning corporate governance and financial compliance surrounding this entity.
Red flags from earlier look-ups
For this filing we looked up selected claims (promoters, court cases, subsidiaries) on the open web earlier. We no longer check what a filing says; SEBI reviews it.
ClearPromoter background
Leapfrog Engineering Services Limited
100% confidence
What the filing says
The Board is authorized to borrow money, with the total outstanding amount not to exceed ₹ 100 Crores, based on a special resolution passed by members on August 05, 2024.
No current web search results were found to corroborate, contradict, update, or provide any information regarding the claim made in the Draft Red Herring Prospectus.
ClearPromoter background
Leapfrog Engineering Services Limited
100% confidence
What the filing says
Krishnamurthy Salekoppa Parameshawarabhatta is an Independent Director appointed on May 24, 2024, and is a qualified Chartered Accountant with over 30 years of experience.
No current web search results were found to corroborate, contradict, update, or provide any information regarding the claim about Krishnamurthy Salekoppa Parameshawarabhatta.
ClearPromoter background
Leapfrog Engineering Services Limited
100% confidence
What the filing says
Vijay Kumar Sajjan is an Independent Director appointed on May 24, 2024, and is qualified as a Company Secretary and Chartered Accountant (Intermediate).
No web search results were found for the claim regarding Vijay Kumar Sajjan's appointment and qualifications as an Independent Director, Company Secretary, and Chartered Accountant.
ClearPromoter background
Leapfrog Engineering Services Limited
100% confidence
What the filing says
Kommanhalli Giridhar is the Non-Executive Director and Chairman of the Board, appointed on May 24, 2024, and re-designated as Chairman from June 10, 2026 for a six-month term.
No current web search results were found to corroborate, contradict, update, or provide any information regarding the claim about Kommanhalli Giridhar's directorship and chairmanship changes.
ClearPromoter background
Leapfrog Engineering Services Limited
100% confidence
What the filing says
Sapna Raghavendra is the Whole-Time Director (Finance) and Chief Financial Officer (CFO) of the company and holds qualifications including Bachelor of Commerce (2001), Master of Commerce (2006), and Chartered Accountancy (Intermediate) (2004).
No web search results were found to corroborate, contradict, or provide any information regarding the claim about Sapna Raghavendra's directorship and qualifications.
ClearSubsidiary
Leapfrog Engineering Services Limited
100% confidence
What the filing says
The company received domestic orders exceeding INR 40 crore in 2019 from PSU and government agencies.
No current web search results were found to corroborate, contradict, update, or provide any information regarding the claim that Leapfrog Engineering Services Limited received domestic orders exceeding INR 40 crore in 2019 from PSU and government agencies.
Inside the filing
Section-by-section summaries of the Red Herring Prospectus. Turn on Detailed view at the top to expand everything.
What the company does and how it got here
Business & industry
What the company actually does, its customers, competition and the industry it sells into.
The provided section discusses the broader Indian economy, highlighting strong growth, key drivers, and various government initiatives. India is positioned as a fast-growing major economy, and the text details various economic statistics, export performance, and future projections. It also outlines numerous government programs aimed at boosting growth across sectors like agriculture, manufacturing, and infrastructure, alongside structural reforms.
This section details various government initiatives and reforms across different sectors, including agriculture, fisheries, manufacturing, investment, and infrastructure. Key initiatives include missions for high-yield seeds and cotton productivity, support for the rural economy through India Post, and measures to enhance credit availability for MSMEs and startups. Furthermore, the text outlines plans for various investment and regulatory changes, such as establishing centers of excellence, reforming the insurance sector, and developing frameworks for global supply chains and infrastructure projects.
This section details various proposed customs duty proposals across different sectors, including relief for drugs, critical minerals, textiles, electronics, and lithium-ion battery manufacturing. It also outlines proposals for trade facilitation measures such as extensions on export times and provisions for voluntary compliance. Furthermore, the text discusses recent and upcoming government initiatives and investments in India's infrastructure sector, highlighting significant capital expenditure plans, growth projections for the logistics market, and various government plans to enhance infrastructure development.
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.
Key points (187, showing 60)
Nominal GDP for Q2 FY25 is estimated at Rs. 76.60 lakh crore (US$ 886.16 billion) with a growth rate of 8.0%. p.130
India's exports during April-December 2024 stood at Rs. 27.56 lakh crore (US$ 318.96 billion), with Engineering Goods, Petroleum Products, and Electronic Goods being the top three exported commodities. p.130
Real GDP for Q2 of FY25 is estimated at Rs. 44.10 lakh crores (US$ 509.36 billion) with a growth rate of 5.4%. p.130
India is expected to be one of the top three economic powers in the world over the next 10-15 years, backed by its democracy and strong partnerships. p.131
India is expected to boost its rate of employment growth and create 90 million non-farm jobs between 2023 to 2030 to increase productivity and economic growth, according to the McKinsey Global Institute. p.131
The government is focusing on achieving 40% of its energy from non-fossil sources by 2030. p.131
The government is proposing to increase micro and small enterprises' credit guarantee cover from Rs. 5 crore (US$ 0.6 million) to Rs. 10 crore (US$ 1.2 million). p.133
The government is proposing to increase the credit guarantee cover for startups from Rs. 10 crore (US$ 1.2 million) to Rs. 20 crore (US$ 2.3 million). p.133
A focus product scheme for the Footwear & Leather Sectors is expected to generate Rs. 4 lakh crore (US$ 46.14 billion) in turnover and achieve exports worth over Rs. 1.1 lakh crore (US$ 12.69 billion). p.133
The government is proposing an outlay of Rs. 1.5 lakh crore (US$ 17.30 billion) for 50-year interest-free loans to states for capital expenditure and incentives for reforms. p.133
A mission will focus on strengthening research, developing high-yield, pest-resistant, climate-resilient seeds, and ensuring the commercial availability of over 100 new seed varieties. p.135
The Government will implement a framework for sustainable fisheries in the Indian Exclusive Economic Zone and High Seas, focusing on the Andaman & Nicobar and Lakshadweep Islands. p.135
The Government will launch a Mission for Cotton Productivity to enhance cotton farming productivity and sustainability over the next five years, promoting extra-long staple cotton. p.135
The Kisan Credit Card (KCC) scheme loan limit will be increased from Rs. 3 lakh (US$ 3,460) to Rs. 5 lakh (US$ 5,767) for KCC loans under the Modified Interest Subvention Scheme. p.135
A new plant with an annual capacity of 12.7 lakh metric tons will be established in Namrup, Assam, to enhance urea supply. p.135
India Post, complemented by the India Post Payment Bank and a vast network of 2.4 lakh Dak Sevaks, will be repositioned to act as a catalyst for the rural economy. p.135
A focus product scheme will be implemented to improve the productivity, quality, and competitiveness of India’s footwear and leather sector, expecting to create 22 lakh jobs and generate Rs. 4 lakh crore in turnover. p.135
A scheme will be launched to make India a global hub for toys by developing clusters, skills, and a manufacturing ecosystem. p.135
A National Institute of Food Technology, Entrepreneurship, and Management will be established in Bihar to boost food processing activities in the Eastern region. p.135
The Government will double the investment and turnover limits for MSME classification to enhance efficiency, technological advancements, and access to capital. p.136
The credit guarantee cover for Micro and Small Enterprises will be increased from Rs. 5 crore (US$ 0.6 million) to Rs.10 crore (US$ 1.2 million) over the next five years. p.136
The government will introduce customized Credit Cards with a Rs. 5 lakh (US$ 5,767) limit for micro-enterprises registered on the Udyam portal. p.136
A new scheme will be launched to support five lakh first-time women, Scheduled Castes, and Scheduled Tribes entrepreneurs with term loans up to Rs. 2 crore over the next five years. p.136
The Government will set up a National Manufacturing Mission covering small, medium, and large industries for furthering “Make in India” by providing policy support and execution roadmaps. p.136
The Mission will support Clean Tech manufacturing focusing on enhancing domestic value addition for solar PV cells, EV batteries, and wind turbines. p.136
A National Framework for GCC will be formulated as guidance for states to promote Global Capability Centres in emerging tier two cities. p.136
A Centre of Excellence in Artificial Intelligence for Education will be established with a total outlay of Rs. 500 crore (US$ 57.7 million). p.137
The government will facilitate the setting up of Day Care Cancer Centres in all district hospitals in the next three years, with 200 Centres established in 2025-26. p.137
A Maritime Development Fund with a corpus of Rs. 25,000 crore (US$ 2.88 million) will be established to provide long-term financing for the maritime industry. p.137
A modified UDAN scheme will be launched to enhance regional connectivity to 120 new destinations and carry four crore passengers in the next 10 years. p.137
The Government will establish BharatTradeNet (BTN) as a digital public infrastructure for international trade. p.138
The Foreign Direct Investment (FDI) limit for the insurance sector will be increased from 74% to 100% for companies investing the entire premium in India. p.139
The government will introduce a light-touch regulatory framework based on principles and trust to boost productivity and employment. p.139
The Revised Estimate of the total receipts other than borrowings is Rs. 31.47 lakh crore (US$ 362.98 billion). p.139
The Revised Estimate of the fiscal deficit is 4.8% of GDP. p.139
36 lifesaving drugs are proposed to be added to the Basic Customs Duty (BCD) exemption list. p.140
Six lifesaving medicines are proposed to be added to the concessional 5% BCD list. p.140
Full exemption and concessional duty will apply to bulk drugs used in manufacturing these medicines. p.140
A proposal exists for full BCD exemption on cobalt powder, waste/scrap of lithium-ion battery, lead, zinc, and 12 more critical minerals. p.140
Full BCD exemption for two more types of shuttle-less looms is proposed to promote agro-textiles, medical textiles, and geo-textiles. p.140
Revised BCD on knitted fabrics is proposed to change from 10% or 20% to 20% or Rs.115 (US$ 1.33) per kg, whichever is higher. p.140
The BCD on Interactive Flat Panel Display (IFPD) is proposed to increase from 10% to 20%. p.140
The BCD on Open Cell and other components is proposed to be reduced to 5%. p.140
The exemption on BCD on parts of Open Cells for LCD/LED TVs is proposed to be removed from 5% to 2.5%. p.140
An additional 35 capital goods for EV battery manufacturing and 28 for mobile phone battery manufacturing are proposed to be exempted from customs duty. p.140
A proposal exists for a 10-year extension of BCD exemption on raw materials, components, and consumables for shipbuilding and a similar exemption for ship breaking. p.140
A proposal exists for a reduction of BCD on Carrier Grade Ethernet Switches from 20% to 10% to align with Non-Carrier Grade switches. p.140
The export time for Handicraft Goods is proposed to be extended from six months to one year (extendable by three more months if needed). p.140
Full BCD exemption on Wet Blue leather is proposed to promote domestic value addition and employment in the Leather Sector. p.140
The export duty on crust leather is proposed to be removed to benefit small tanners. p.140
The BCD on Frozen Fish Paste (Surimi) is proposed to be reduced from 30% to 5% to boost exports. p.140
The BCD on Fish Hydrolysate is proposed to be reduced from 15% to 5% to aid shrimp and fish feed production. p.140
A two-year time limit (extendable by one year) is proposed for finalizing provisional assessments. p.140
The time limit for filing updated tax returns is proposed to be extended from two years to four years to encourage voluntary compliance. p.141
The registration period for small charitable organizations is proposed to be increased from five years to 10 years. p.141
A three-year block period scheme is introduced for determining arm’s length pricing in international transactions. p.141
Presumptive taxation for non-residents providing services to electronics manufacturing companies is introduced. p.141
Safe harbour provisions are introduced for non-residents storing components for electronics manufacturing. p.141
Tonnage tax benefits are extended to inland vessels under the Indian Vessels Act, 2021, supporting inland water transport. p.141
India's logistics market is estimated to be US$ 317.26 billion in 2024 and is expected to reach US$ 484.43 billion by 2029. p.142
History & corporate structure
How the company came to be: key milestones, subsidiaries, acquisitions and restructurings.
The company's history began with its incorporation as a Private Limited Company 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.
Key points (10)
The company was originally incorporated as a Private Limited Company in the name of “Leapfrog Informatics Private Limited” on May 09, 2005. p.190
The company was converted into a Public Limited Company under the Companies Act, 2013 and the name was changed to “Leapfrog Engineering Services Limited” on June 21, 2024. p.190
The Registered Office address has changed multiple times since incorporation, with the last change noted in March 2024 for spelling correction. p.190
Amendments to the Memorandum of Association included changes to the name on January 23, 2009, and alterations to the Authorized Share Capital on October 03, 2012 and February 26, 2024. p.191
The name of the company was changed to “Leapfrog Engineering Services Private Limited” on January 23, 2009. p.192
The company has secured various projects, including an award for electrical works for the Early Production Facility (EPF50) project in 2006 and received orders from a USA-based entity in 2009-2012. p.192
The company received domestic orders exceeding INR 40 crore in 2019 from PSU and government agencies. p.192
The company has not had any material acquisitions or divestments of business or undertakings in the last 10 years preceding the date of the Red Herring Prospectus. p.193
The company does not have any Holding Company, Joint Ventures, Subsidiaries, or Associates as of the date of the Red Herring Prospectus. p.193
The company has not raised any capital in the form of Equity Shares or debentures, except as set out in specific sections. p.193
The IPO terms and where the money goes
Cover & definitions
Headline offer terms and the glossary the rest of the document relies on.
This section 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.
Key points (30)
Leapfrog Engineering Services Limited is a public limited company incorporated under the Companies Act, 1956. p.4
The Registered Office of Leapfrog Engineering Services Limited is 496, “Chaithanya Dhriti Rudresh”, 6th Main, 8th Cross, Vijaya bank Layout, Bengaluru Karnataka -560076. p.4
The promoters of the company are Mr. Prabhav Narasimha Rao and Mrs. Priyashaila Prabhav Rao. p.4
The Chief Financial Officer (CFO) of the company is Mrs. Sapna Raghvendra. p.4
The Company Secretary & Compliance Officer is Ms. Sneha Hegde. p.4
The Book Running Lead Manager (BRLM) for this issue is M/s. Finshore Management Services Limited. p.8
The Bank to the Issue is Kotak Mahindra Bank Limited. p.8
The Draft Red Herring Prospectus was filed with BSE Limited under SEBI (ICDR) Regulations. p.8
The Fresh Offer is for up to 3,46,8,000 Equity Shares of face value of ₹ 1/- each. p.9
The IPO allows for a Public issue of up to 3,84,84,000 Equity Shares, comprising up to 3,46,8,000 equity shares as a Fresh Issue and up to 38,76,000 equity shares as Offer for Sale. p.9
The Issue Agreement was dated December 26, 2024 between the Company, Promoter, and the Book Running Lead Manager. p.9
The Market Maker appointed is M/S Anant Securities, who has agreed to receive or deliver specified securities for a period of three years from the listing date. p.9
The Market Making Agreement was dated September 04, 2025, and the Addendum thereto was dated February 23, 2026. p.9
The Registrar to the Issue is M/s. Integrated Registry Management Services Private Limited. p.9
The Selling Shareholder is Mr. Prabhav Narasimha Rao. p.11
The Underwriters for this issue include M/s. Giriraj Stock Broking Private Limited and M/s. Finshore Management Services Limited. p.11
The UPI mechanism is an instant payment system developed by the NPCI. p.12
The document is a Red Herring Prospectus for Leapfrog Engineering Services Limited. p.14
The prospectus references various regulations from SEBI, such as SEBI FPI Regulations, SEBI FVCI Regulations, and SEBI (ICDR) Regulations. p.14
The prospectus defines terms related to financial data, including the fiscal year commencement and end dates. p.17
Financial information is extracted from restated financial statements prepared in accordance with Indian GAAP and restated in accordance with the SEBI (ICDR) Regulations. p.17
Leapfrog Engineering Services Limited is engaged in execution of EPCC contracts focusing on electrical, instrumentation, fire safety, modular substation, and automation systems. p.19p.20
The company provides EPCC services for industries including Oil and Gas, Food processing, Pharma, and Metals. p.19
The company was incorporated in the year 2005. p.19
The initial public issue includes up to 3,84,84,000 equity shares, with a portion designated as a Fresh Issue and another as an Offer for Sale. p.20
The engineering goods export of India held 25.22% of total exports during FY 2023-24, with exports jumping to US$ 109.22 billion. p.20
The company has contingent liabilities towards Bank Guarantee, Claim against Debt, Provision for Gratuity and Leave Encashment and demand for income and GST amounting to ₹ 2,576.74 Lakhs as of December 31, 2025. p.24
No financing arrangements were made by promoters, members of the promoter group, directors, or their relatives to finance the purchase of company securities. p.26
There have been no issuances of equity shares for consideration other than cash during the last one year from the date of the Red Herring Prospectus. p.26
No split or consolidation of the Equity Shares of the Company has occurred during the last one year from the date of the Red Herring Prospectus. p.26
The offer
How many shares are being sold, by whom, and on what terms.
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.
Key points (50)
The Issue was authorized pursuant to a resolution of the Board of Directors held on December 16, 2024 and a special resolution passed under Section 62(1)(c) of the Companies Act, 2013. p.62
The Present Issue includes up to 3,84,84,000 Equity Shares of ₹1/- each for cash at a price of ₹ [●] per Equity Share (including a Share Premium of ₹ [●] per Equity Share) per Equity Share aggregating to ₹ [●] Lakhs. p.62
The Offer for Sale allows for the sale of up to 38,76,000 equity shares of ₹1/- each at a price of ₹ [●] per equity share aggregating to ₹ [●] lakhs. p.62
The Net Issue to the Public includes an allocation for Qualified Institutional Buyers (QIB) of not more than 3,78,000 Equity Shares of ₹ 1/- each at an Issue Price of ₹ [●] per Equity Share each aggregating to ₹ [●] Lakhs. p.62
One-third of the Non-Institutional Portion is reserved for Non-Institutional Bidders with an application size of more than two lots and up to such lots equivalent to not more than ₹10 lakhs. p.62
Two-third of the portion available to non-institutional investors shall be reserved for applicants with application size of more than ₹10 lakhs. p.62
The Issue is being made in terms of Chapter IX of the SEBI (ICDR) Regulations, 2018, as amended from time to time. p.63
The present Issue is being made by the Company in terms of Regulation 229(2) of the SEBI ICDR Regulations read with Rule 19(2)(b)(i) of SCRR, wherein not less than twenty five percent (25%) of the post-Issue paid-up equity share capital of the Company are being offered to the public for subscription. p.63
The allocation to individual investors shall not be less than the minimum application size applied by such individual investors as prescribed by SEBI through the notification no. SEBI/LAD-NRO/GN/2025/233 - SEBI ICDR (Amendment) Regulations, 2025. p.64
The allotment to Non-Institutional Investors shall be more than two lots which shall not be less than the minimum application size in the Non-Institutional Category. p.64
The allotment to each Individual Investor shall not be less than the minimum Bid Lot. p.64
The allotment to each category, except the Individual Portion, shall be made on a proportionate basis subject to valid bids received at or above the Issue Price. p.64
The cash flow from operating activities showed a net increase in the period ended December 31, 2025, with a value of 752.22 Lakhs. p.67
Provisions for Gratuity were reported at 47.91 Lakhs for the period ended December 31, 2025. p.68
Contingent liabilities included claims against the company not acknowledged as debts amounting to 1,042.70 Lakhs for the period ended December 31, 2025. p.68
Director's remuneration for Prabhav N Rao was 32.65 Lakhs for the period ended December 31, 2025. p.69
The company was originally incorporated as a Private Limited Company on May 09, 2005. p.71
The Registrar of Companies for the company is the Registrar of Companies - Bangalore. p.71
Credit rating assigned by CARE Ratings Limited is ‘A4 for Short Term Rating and BB/Stable for Long Term Rating’. p.72
50% of the Net Issue shall be available for allocation on a proportionate basis to QIBs. p.73
FINSHORE MANAGEMENT SERVICES LIMITED is the sole Book Running Lead Manager to this Issue. p.73
The Registrar to the Issue is INTEGRATED REGISTRY MANAGEMENT SERVICES PRIVATE LIMITED. p.73
Kotak Mahindra Bank Limited is the Banker to the Issue and Sponsor Bank. p.73
J. MUKHERJEE & ASSOCIATES is the Legal Advisor to the Issue. p.73
ANANT SECURITIES is a Market Maker and Syndicate Member Monitoring Agency. p.73
Up to 60% of the QIB Portion may be allocated to Anchor Investors on a discretionary basis. p.73
Forty per cent of the anchor investor portion shall be reserved for domestic mutual funds and 6.67% for life insurance companies and pension funds. p.73
Not less than 15% of the Net Offer shall be available for allocation to Non-Institutional Bidders. p.73
All potential Bidders are mandatorily required to utilize the ASBA process to participate in the Offer. p.73
QIB Category participation may be met with spill over from any other category or combination thereof at the discretion of the Company in consultation with the Book Running Lead Manager and the Designated Stock Exchange. p.77
All Bidders, except Anchor Investors, are mandatorily required to use the ASBA process for participation in the Issue. p.77
Non-Institutional Investors with an application size up to ₹ 5,0 shall use the UPI Mechanism and must provide their UPI ID in the Bid cum Application Form. p.77
Individual bidders in initial public offerings with application sizes up to ₹ 5,0 shall use the UPI Mechanism pursuant to a SEBI circular dated April 5, 2022. p.77
QIBs and NIBs are not allowed to withdraw or lower the size of their Bids (in terms of Equity Shares or Bid Amount) at any stage. p.77
RIBs Bidding in the Individual Portion can revise their Bids during the Bid/Issue Period and withdraw their Bids until the Bid/Issue Closing Date. p.77
Anchor Investors cannot withdraw their Bids after the Anchor Investor Bid/Issue Period. p.77
Allocation to Anchor Investors will be on a discretionary basis, whereas allocation to RIBs will be on a proportionate basis. p.77
Bidders can bid at any price within the Price Band. p.77
The highest price at which the Issuer is able to Issue the desired number of Equity Shares is the price at which the book cuts off (e.g., ₹ 22.00 in an example). p.77
The Book Running Lead Manager(s) shall underwrite at least fifteen per cent of the issue size on their own account(s) as per Regulation 260 (1) of the SEBI (ICDR) Regulations, 2018. p.79
The Market Maker (Anant Securities) will act as the market maker for a period of three years from the date of listing. p.80
The Market Maker shall provide a two-way quote for 75% of the time in a day. p.80
The minimum depth of the quote shall be Rs.1.00 Lakh. p.80
The Market Maker shall not buy the Equity Shares from the Promoters or Persons belonging to the promoter group during the compulsory market making period. p.81
The Book Running Lead Manager may be represented on the Board of the Issuer Company in compliance with Regulation 261 (8) of SEBI (ICDR) Regulations, 2018. p.81
Buy quote exemption threshold (including mandatory initial inventory of 5% of the issue size) is specified for different ranges of issue size. p.82
For issue sizes up to ₹250 crores, the applicable price bands for the first day are detailed by SEBI Circular bearing reference no: CIR/MRD/DP/ 02/2012 dated January 20, 2012. p.82
If equilibrium price is not discovered in the Call Auction, the price band in the normal trading session shall be 20% and the market maker spread shall be within 10% or as intimated by the Exchange. p.82
Under regulation 261(4) of SEBI ICDR Regulations 2018, specified securities bought or sold in market making may be transferred to or from nominated investors with whom the Book Running Lead Manager(s) and the issuer have entered into an agreement. p.82
Under regulation 261(5) of SEBI ICDR Regulations 2018, the market maker shall buy the entire shareholding of a shareholder of the issuer in one lot where the value is less than the minimum contract size allowed for trading on the BSE SME, but shall not sell in lots less than the minimum contract size. p.82
Capital structure
Who owns what today, past share issues and what the shareholding looks like after the IPO.
This section details the authorized and issued equity share capital of 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.
Key points (70, showing 60)
The authorized share capital is set at 17,00,0 Equity Shares of ₹1 each. p.83
The issued, subscribed & paid-up share capital prior to the offer is 10,71,84,000 Equity Shares of ₹1 each. p.83
A portion of the Offered Shares, represented by Prabhav Narasimha Rao, constitutes 3.62% of the Pre-issue Paid-up Equity Share capital. p.84
A total of 10,08,0 shares were allotted on 05-08-2024 due to the sub-division of face value from ₹10/- each to ₹1/- each. p.85
A total of 63,84,000 Equity Shares were allotted on 31-10-2024 through Private Placement. p.86
Promoters collectively hold 9,32,40,000 Equity Shares, which constitutes approximately 86.99% of the pre-IPO issued, subscribed and paid-up Equity Share capital. p.88p.90
Promoters collectively hold 63.02% of the post-IPO issued, subscribed and paid-up Equity Share capital assuming full allotment. p.88p.90
All Equity Shares allotted and held by the Promoters were fully paid at the time of allotment itself. p.88
None of the Equity Shares held by the Promoters are subject to any pledge. p.88
The aggregate shareholding of the Promoters & Promoter Group is 92.59% of the pre-issue capital and 67.26% of the post-issue capital. p.91
2,83,58,400.00 equity shares are eligible for the Promoter’s Contribution margin, being 20.00% of the post Issue equity share capital. p.92
Promoters’ contribution is locked-in for a period of three years from the date of allotment for the shares. p.92
Equity Shares acquired by the Promoter during the preceding three financial years were acquired for consideration other than cash, or through a bonus issue utilizing revaluation reserves or unrealized gain. p.93
The Promoters have confirmed that the Equity Shares are eligible in terms of Regulation 237 of SEBI (ICDR) Regulations and are not prohibited from dealings in the securities market, and are free from any lien, encumbrance or third-party rights. p.93
All Equity Shares held by the Promoters were fully paid up as on the respective dates of acquisition of such Equity Shares. p.93
The Equity Shares held by the Promoters have been financed from their personal funds, and no loans or financial assistance from any bank or financial institution have been availed of by them for such purpose. p.93
Fifty percent of promoters holding in excess of the minimum promoter’s contribution shall be locked-in for a period of 2 years from the date of allotment in the initial public offer. p.93
Entire pre-Issue equity shares capital held by persons other than the Promoter will be locked-in for a period of one year from the date of Allotment in the Issue, as per Regulation 239 of SEBI ICDR Regulations. p.93
Locked-in Equity Shares held by the Promoter can be pledged with scheduled commercial banks or public financial institutions for loans granted for the purpose of financing the Issue. p.94
Equity Shares held by Promoters and locked in as per Regulation 238 of the SEBI (ICDR) Regulations, 2018 may be transferred to another Promoter or person in the Promoter's Group, subject to continuation of lock-in for the remaining period. p.94
Equity shares held by persons other than promoters and locked in as per Regulation 239 of the SEBI (ICDR) Regulations, 2018 may be transferred to any other person, including the Promoter and Promoter's Group, holding the locked-in shares along with the proposed transfer. p.94
The unsubscribed portion in any reserved category may be added to any other reserved category. p.96
The issue is being made through a Book Build method. p.96
The allocation in the net offer to the public category in terms of Regulation 253(1) of the SEBI (ICDR) (Amendment) Regulations, 2018 shall be not less than thirty-five per cent to Individual Investors. p.96
The allocation in the net offer to the public category in terms of Regulation 253(1) of the SEBI (ICDR) (Amendment) Regulations, 2018 shall be not more than fifty per cent to Qualified Institutional Buyers, with five per cent allocated to mutual funds. p.96
Our Promoters and members of the Promoter Group will not participate in the Issue. p.97
The total estimated cost for funding capital expenditure towards setting up an Assembling Unit is ₹ 2,700.36 lakhs. p.98
The company has made a payment of ₹ 10.00 lakhs towards the advance for the purchase of land as of the Draft Red Herring Prospectus. p.98
The company has made an additional payment of ₹ 304.13 lakhs towards the purchase of land which will be reimbursed/recouped from IPO Proceeds. p.98
The IPO Fund is estimated at ₹ 2,700.36 lakhs. p.99
The proposed facility is expected to be fully operational by March 2027. p.102
The company proposes to utilize ₹ 2,700.36 lakhs from IPO Proceeds towards funding part capital expenditure for the proposed Assembling Unit. p.102
An advance payment of ₹10.00 lakhs was made towards the total land sale consideration of ₹1,160.00 lakhs. p.103
Additional payment of ₹304.13 lakhs was made towards the purchase of land post-filing of the Draft Red Herring Prospectus. p.103
The estimated civil cost for the proposed assembling unit is ₹1,397.89 lakhs. p.104
The company has not placed any orders or made any payment towards building and civil cost and purchase of the listed plant and machinery as of the date of the Red Herring Prospectus. p.110
As of December 31, 2025, the company had a total secured sanctioned limit of fund based working capital facilities of ₹3,075.00 lakhs. p.111
The company has utilized ₹3,010.94 lakhs of the secured working capital facilities as on 31/12/2025. p.111
The outstanding order book as of March 31, 2026, was ₹38,403.09 lakhs, comprising domestic orders worth ₹5,689.14 lakhs and export orders worth ₹32,713.95 lakhs. p.112
The sundry debtor holding period for the period ending December 31, 2025, was 259 days. p.112
The average trade receivable as a percentage of revenue for the last three financial years (Restated period) was 34%. p.112
The company has estimated the sundry debtor holding period for FY 2026-27 to be 120 days. p.112
Inventory level increased from ₹361.68 lakhs in FY 2022-23 to ₹425.23 lakhs in FY 2024-25. p.113
Inventory level has increased to ₹1153.78 lakhs up to December 31, 2025. p.113
The inventory holding period was in the range of ~15 days to 25 days in the last 3 FY Restated Financial Statement. p.113
Sundry creditor level increased from ₹376.25 lakhs in FY 2022-23 to ₹5859.08 lakhs in FY 2024-25. p.113
Sundry creditor level decreased to ₹4740.03 lakhs as on December 31, 2025. p.113
The company plans to utilize IPO proceeds to fund additional working capital requirements. p.113
Bridge financing facility was obtained from Karur Vysya Bank Limited for ₹1,000.00 lakhs for Purchase of Land and ₹500.00 lakhs for construction cost. p.116
Basic & Diluted EPS for the year ended March 31, 2023 was 0.03 with a retrospective weight of 1. p.118
The Weighted Average Basic & Diluted EPS for the last 3 years was 1.33 with a weighted average of 115.61. p.118
The Basic & Diluted EPS for the nine months period ended December 31, 2025 was 1.32. p.118
The P/E Ratio based on the Basic & Diluted EPS at the Floor Price was [●]. p.119
The P/E Ratio based on the Weighted Average EPS at the Floor Price was [●]. p.119
The Average Return on Net Worth (RoNW) for the year ended March 31, 2023 was 5.32% with a weight of 1. p.119
The Weighted Average Return on Net Worth (RONW) for the last 3 years was 41.29%. p.119
Net Asset Value per Equity Share as of March 31, 2025 was 4.97. p.119
Engineers India Limited's P/E Ratio at the Floor Price was 27.14. p.120
Engineers India Limited's RONW (%) for the year ended March 31, 2023 was 17.76%. p.120
Konstelec Engineers Limited's P/E Ratio at the CAP Price was 4.34. p.120
The numbers behind the story
Financial information
Revenue, profit, debt, cash flow and the auditors' notes behind them.
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.
Key points (194, showing 60)
The Restated Statements have been prepared in accordance with the requirements of Section 26 of Part I of Chapter III of the Companies Act, 2013. p.223
The Restated Statements have been prepared in accordance with Relevant provisions of The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (ICDR Regulations). p.223
The Restated Statements have been prepared in accordance with the Guidance Note on Reports in Company Prospectuses (Revised 2019). p.223
The Restated Financial Information was prepared by the Company and approved by the Board of Directors. p.225
The Restated Statement of Assets and Liabilities was compiled after incorporating adjustments for changes in accounting policies, material errors, and regrouping/reclassifications retrospectively. p.225
The Restated Financial Information was compiled from Audited special purpose interim financial statements of the Company as at and for the nine months period ended 31st December 2025. p.225
The Restated Financial Information was compiled from Audited financial statements of the Company as at and for the years ended 31 March 2025, 2024 and 2023. p.225
The Auditor’s Reports on the financial statements for the nine-months period ended 31st December 2025 did not require adjustments in the Restated Financial Information. p.225
There were no revaluation reserves that needed to be disclosed separately in the Restated Financial Information. p.226
The company has not proposed any dividend in the past effective for the said period. p.226
The Auditor’s Reports on the financial statements for the years ended 31st March 2025, 2024, and 2023 were not modified. p.227
Shareholders’ funds as at December 31, 2025 was Rs. 1,071.84 Lakhs. p.228
Long-term borrowings as at December 31, 2025 was Rs. 73.46 Lakhs. p.228
Trade payables as at December 31, 2025 was Rs. 9,523.52 Lakhs. p.228
Inventories as at December 31, 2025 was Rs. 1,153.78 Lakhs. p.228
Cash and Bank Balances as at December 31, 2025 was Rs. 871.67 Lakhs. p.228
Revenue from operations for the year ended March 31, 2025 was Rs. 10,101.28 Lakhs. p.230
Total Income for the year ended March 31, 2025 was Rs. 13,736.69 Lakhs. p.230
Cost of materials consumed for the year ended March 31, 2025 was Rs. 5,364.27 Lakhs. p.230
Profit before tax for the year ended March 31, 2025 was Rs. 1,940.05 Lakhs. p.230
Profit After Tax from Continuing Operation for the year ended March 31, 2025 was Rs. 1,418.40 Lakhs. p.230
Basic & Diluted Earning Per Share (Post Bonus & Split with retrospective effect) for the year ended March 31, 2025 was 1.32. p.230
Net cash flow from operating activities for the year ended March 31, 2025 was Rs. 1,264.52 Lakhs. p.232
Balance with banks as of 31st Dec 2025 was 0.34 p.233
Total of Cash and Cash Equivalents as of 31st Dec 2025 was 1.19 p.233
Recurring Deposits as of 31st Dec 2025 was 20.24 p.233
Total of Other Bank Balances as of 31st Dec 2025 was 871.67 p.233
Contract revenue recognition involves the percentage of completion method based on actual work executed. p.235
Revenue in respect of sales is recognized on the transfer of significant risks and rewards of ownership to the customers. p.235
Sales disclosed is net of applicable tax on Sale and sales returns. p.235
Depreciation on Property, Plant and Equipment and intangible assets is provided to the extent of depreciable amount on the written down value method. p.235
Software (Intangible Assets) is amortised over a period of 10 years. p.235
Borrowing costs attributable to the acquisition or construction of qualifying assets are capitalized to the extent they relate to the period till such assets are ready to be put to use. p.236
Business Segment Revenue from Operations for the year ended 31-12-2025 was Rs. 9,333.33 Lakhs. p.237
Business Segment Identifiable operating expenses for the year ended 31-12-2025 was Rs. 6,646.16 Lakhs. p.237
Geographical Segment Revenue from Operations within India for the year ended 31-12-2025 was Rs. 3,457.64 Lakhs. p.237
Business Segment Segment Operating Income for the year ended 31-12-2025 was Rs. 2,687.17 Lakhs. p.237
Defined Benefit Obligation at the beginning of the year for the period ended 31st December 2025 was Rs. 75.59 Lakhs. p.238
Current Service Cost for the year ended 31st December 2025 was Rs. 11.25 Lakhs. p.238
Net liability as at the beginning of the year for the period ended 31st December 2025 was Rs. 31.42 Lakhs. p.238
Deferred Tax Asset Components for the period ended 31st December 2025 was Rs. 97.83 Lakhs. p.239
Directors' Remuneration for the period ended 31st December 2025 was Rs. 69.29 Lakhs. p.240
Net profit after tax for the period ended 31st December 2025 was Rs. 1,418.40 Lakhs. p.240
Basic and Diluted earnings per share before Bonus Issue & Stock Split for the period ended 31st December 2025 was Rs. 341.51 Lakhs. p.240
Total No. of equity shares outstanding at the end of the year for the period ended 31st December 2025 was 10,71,84,000. p.240
Net profit/(Loss) after Tax as per Audited Profit & Loss Account for the year ended 31st March 2025 was Rs. 1,622.44 Lakhs. p.244
Adjustments for Change in Depreciation for the period ended 31st December 2025 were Rs. 14.17 Lakhs. p.244
Adjustments for Change in Depreciation for the year ended 31st March 2025 were Rs. 7.75 Lakhs. p.244
Erroneous recognition of receivables was reversed for the period ended 31st December 2025. p.244
Prepaid Expenses wrongly debited to P/L was reversed for the period ended 31st December 2025. p.244
Rounding off adjustment for the period ended 31st December 2025 was Rs. 0.03 Lakhs. p.244
Equity and Reserves as per Audited Balance Sheet for the period ended 31st December 2025 was Rs. 6,744.08 Lakhs. p.245
Equity and Reserves as per Audited Balance Sheet for the year ended 31st March 2025 was Rs. 5,325.67 Lakhs. p.245
The total number of Authorized Equity Shares as at 31st Dec 2025 was 1,700.00 Lakhs. p.246
The number of Issued, Subscribed and Paid up Equity Shares as at 31st Dec 2025 was 1,071.84 Lakhs. p.246
The number of Equity shares at the beginning of the period (31st Dec 2025) was 10,71,84,000. p.246
Prabhav N Rao held 44.44% of the shares as at 31st Dec 2025. p.247
The total percentage of holding by the Promoter & Promoter Group as at 31st Dec 2025 was 92.59%. p.247
Securities Premium on issue of Equity Shares was 1,468.32 as of 31st Dec 2025. p.249
What could go wrong, per the company
Risk factors
The risks the company is legally required to disclose, in its own words.
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.
Key points (63, showing 60)
The company, directors, promoters, and group companies are involved in certain legal proceedings that could adversely affect the business, results of operations, and financial condition. p.28
The company operates from leased premises, which present a risk as leases may be terminated, necessitating relocation or halting of operations. p.28
Setting up the proposed assembling unit may face difficulties such as cost overruns or delays due to various external factors, including market conditions, input costs, and interest rate fluctuations. p.29
Delays in carrying out the proposed assembling unit could lead to revenue loss for the company. p.29
Cost estimates for the proposed assembling unit have been derived from management estimates and third-party quotations and may not be accurate. p.30
The company is yet to place orders for civil work and plant & machineries for the proposed assembling unit. p.30
The cost of the proposed construction of civil works and purchase of machinery is based on quotations received from third-party vendors which may be subject to revisions. p.30
EPCC projects are subject to competitive bidding, and there is no certainty that awarded projects will result in contracts or that bids will be selected. p.31
Contracts may contain provisions allowing clients to terminate agreements, potentially leading to lengthy compensation processes and financial strain. p.31
Export revenue is significantly concentrated in Middle Eastern markets, with Kuwait being a primary contributor, exposing the company to regional economic fluctuations and political instability. p.31
The business is substantially dependent on a few customers, and the loss of significant orders from these customers could adversely affect the business. p.31
Top ten customers accounted for approximately 91.37% of revenue from operations in the nine months ended December 31, 2025. p.31
The company had negative cash flow in recent fiscals. p.32
A charge amount was modified from Rs.175 lakhs to Rs.275 lakhs. p.37
A charge amount was modified from Rs.550 lakhs to Rs.800 lakhs, secured by a charge on stocks, book debts, and movables. p.37
The company has instances of delayed filing of returns and depositing of statutory dues with regulatory authorities. p.37
There have been instances of delayed filing GST returns in Karnataka. p.40
The average cost of acquisition of Equity Shares by Promoters is lower than the Issue Price. p.42
The company has certain contingent liabilities that, if materialized, may affect its financial condition and results of operations. p.42
There is no assurance that the company will not incur similar or increased levels of contingent liabilities in the future. p.43
The ability to protect or use intellectual property rights may adversely affect the business. p.43
The company does not currently enjoy the statutory provisions accorded to a registered trademark due to issues with trademark registration applications. p.43
The inability to obtain trademark registration may impact business revenues and profitability. p.43
The company has entered into and may continue to enter into transactions with related parties, and there is no assurance that these transactions will not adversely affect financial condition and results of operations. p.43
The forfeiture of properties owned by promoters as collateral could limit the ability to secure future funding and place a strain on financial health. p.43
There is no assurance that the company will not commit further delays or defaults in relation to its reporting requirements or face penalties from regulatory authorities. p.44
A downturn in various industrial sectors, such as Power, Telecommunication, Oil and Gas, Food Processing, Pharma, Metals, Minerals, Railways, Refineries, and Mining, may adversely affect revenue and operating profit. p.44
Economic slowdowns, regulatory changes, fluctuating commodity prices, or geopolitical factors impacting key industries can cause delays or cancellations in project orders. p.44
The cyclical nature of industries can lead to significant fluctuations in revenue and operating profits, such as declines in demand for commodities in Metals and Mining or slowdowns in infrastructure development in Railways or Refineries. p.44
Tightening regulations in the Food Processing or Pharmaceuticals sectors could result in additional compliance costs or project delays. p.44
Project completion targets are estimates that can be influenced by unforeseen factors such as engineering challenges, force majeure events, right-of-way issues, financial constraints, or adverse weather conditions. p.46
Delays in project completion could result in increased working capital requirements, potentially affecting financial performance. p.46
Repeated or significant project delays could harm the company’s reputation. p.46
The business operations rely on obtaining and renewing various licenses, permits, and registrations from government and regulatory authorities, and failure to do so may affect operations. p.46
The business is subject to the regulations and compliance standards of other countries due to foreign market operations. p.46
Labor-intensive operations are susceptible to disruptions from strikes, work stoppages, or increased wage demands by employees or suppliers. p.46
India has stringent labor legislation that imposes certain financial obligations on employers upon retrenchment. p.46
The diversification of the labor market through contractual arrangements does not eliminate the risk of labor shortages. p.46
The company has substantial working capital requirements, and inability to obtain or maintain sufficient cash flow, credit facilities, or funding could adversely affect operations. p.47
The company operates in a capital-intensive EPCC environment requiring substantial working capital for procuring materials, engaging contractors, paying staff, and covering overheads. p.47
Disruptions in cash flow, such as delayed payments from clients or limited access to credit, can strain liquidity and impact ability to meet obligations. p.47
Inability to secure or renew necessary credit lines may challenge the ability to meet obligations and sustain project momentum. p.47
Interruptions in project flow can have cascading effects on financial performance, leading to increased borrowing costs and reduced profitability. p.47
Inability to meet working capital needs might limit the capacity to bid for new projects, affecting revenue growth and market positioning. p.47
Unforeseen construction challenges, such as environmental or regulatory delays, can lead to increased project costs and extended timelines. p.48
Risks inherent in the development and construction industry can result in profit margins being lower than projected due to unforeseen site conditions or mismanagement. p.48
Lack of assurance that clients will permit revised completion schedules may lead to breaches of contract terms regarding the completion timeline. p.49
Discovery of defects or damages to construction work could result in significant contractual liabilities and losses. p.49
Construction faults may result in loss of goodwill and reputation, and negatively impact eligibility for future bids. p.49
Delays in project completion could lead to increased working capital requirements due to higher financing costs and fluctuations in key inputs like natural gas prices. p.50
Payment terms with clients, such as reduced advance payments or backloaded payment schedules, may create cash flow constraints. p.50
Transactions with government-owned or controlled entities and agencies may expose the company to additional regulatory or other scrutiny. p.52
Contracts with government agencies are subject to uncertainties including funding, procedural requirements, restrictions, and oversight audits by various government authorities and profit and cost controls. p.52
The loss of government contracts could have a material adverse impact on the company's business, financial condition, and results of operations. p.52
Delays associated with the collection of receivables from government-owned or controlled entities could affect liquidity and results of operations. p.52
Government contracts contain terms that expose the company to heightened levels of risk and potential liability than non-government contracts. p.52
The company may be required to obtain further loans during the course of business in addition to existing indebtedness. p.52
Increased borrowings could adversely affect the debt-equity ratio and the ability to borrow at competitive rates. p.52
Failure to service indebtedness could lead to termination of credit facilities, cross default provisions, penalties, and acceleration of amounts due, which may adversely affect the business. p.52
Operating results may fluctuate due to a decrease in growth and demand for products and services or liabilities from strategic alliances. p.53
Litigation and regulatory matters
Litigation
Court cases, tax disputes and regulatory proceedings involving the company, promoters and directors.
The document states that there are no pending criminal proceedings, actions by statutory authorities, or disciplinary actions against the Company, Promoters, or Directors in the last five fiscal years. It further clarifies that pre-litigation notices are not evaluated for materiality until the parties are impleaded as defendants. The section also notes that there are no outstanding material dues to creditors, with the exception of those exceeding 5% of total trade payables or involving MSMEs.
The document details two outstanding litigations involving Leapfrog Engineering Services Limited and its subsidiary, Mega Power Solutions. The first case concerns a dispute over a project with Safwan Petroleum Technologies Company W.L.L. (SPETCO) where the subsidiary allegedly underpaid the Appellant despite receiving full payment, resulting in a pending appeal. The second case involves a dispute arising from the abandonment of a project by the subsidiary in 2017, leading to an arbitration that was subsequently upheld by a trial court, also resulting in a pending appeal.
The document details two outstanding tax matters involving the Company and its Karnataka Assistant Commissioner. The first is a pending assessment order for the financial year 2021-22, where the Assistant Commissioner of Commercial Taxes issued a show cause notice and an assessment order demanding Rs. 72,508. The second matter involves two reminder notices issued by the Integrated Tax Department in October and September 2025, which were followed by a show cause notice under sections 73 and 74 of the GST Act. The document explicitly states that there are no pending material litigations against the Group Companies or by the Group Companies, and no pending criminal proceedings involving the Key Managerial Personnel or Senior Management.
The document states there are no outstanding disputes with small-scale undertakings or legal creditors regarding payments. It lists the total outstanding dues to MSMEs and non-MSME creditors as of December 31, 2025, totaling ₹4,740.03 lakhs. The material creditors are identified as five entities with a balance of ₹2,852.44 lakhs.
The document states that Leapfrog Engineering Services Limited has obtained necessary government approvals for its issue and ongoing business activities. It lists specific resolutions passed by the Board of Directors and shareholders, as well as in-principle approvals from the BSE Limited for listing. The section also details agreements with CDSL and NSDL for share dematerialization and provides a table of incorporation certificates for the company's name changes and conversion to a public limited company.
The document lists the company's registration details under the Professional Tax Act, 1976, and indicates that its Trademark registration applications are currently under opposition, objection, or acceptance status. No material licenses or approvals are pending or required at the time of this disclosure.
The document outlines the regulatory and statutory disclosures for Leapfrog Engineering Services Limited, confirming that the company has received approval from the BSE to list its equity shares on the SME Platform. It details the authorization of the fresh issue by the Board and shareholders, along with confirmations that the company is not debarred from the capital market and complies with SEBI (ICDR) Regulations. The section further specifies that the issue is fully underwritten with a minimum of 15% book running lead margin and that the prospectus will be filed with SEBI within four days of the offer document filing.
The document confirms that Leapfrog Engineering Services Limited is not currently involved in any National Company Law Tribunal proceedings under the Insolvency and Bankruptcy Code, 2016. There is no winding-up petition pending against the company, and the company has complied with all SEBI ICDR Regulations regarding filing, dematerialization, and share capital structure. The company has ensured that the proposed IPO amount does not exceed fifteen percent of the raised amount or ₹10 crores, whichever is less.
The document confirms that Leapfrog Engineering Services Limited has conducted due diligence on various legal matters including commercial disputes, patent disputes, and collaborations, and that the Red Herring Prospectus complies with all applicable legal requirements under the Companies Act, 2013, SEBI regulations, and the Companies Act, 2013. The bank confirms that all intermediaries are registered, the proposed activities fall within the Memorandum of Association, and shares will be issued in dematerialized form in compliance with the Companies Act, 2013 and the Depositories Act, 1996. The bank also certifies that all disclosures mandated by SEBI are made, and the company undertakes to comply with the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, regarding advertisement, price information, and site visits.
The document provides price information for the last 10 listed securities, including details on percentage changes over 30, 90, and 180 days. It also reports on the track record of 33 SME public issues handled by the Lead Manager, noting that 13 closed below the issue price on the listing day and 20 closed above it. The data is presented in a table format showing issue size, price, and performance metrics for each security.
The document outlines the legal framework governing the equity shares, including compliance with the Companies Act, SEBI regulations, and listing rules. It details the authorization of the public issue through a Board resolution and Shareholder Special Resolution, specifying a total of 3,84,84,000 shares. The text also notes that the offer for sale by the Promoter Selling Shareholder is authorized by a separate letter dated February 23, 2026. Finally, it mentions that dividends will be paid in accordance with the Companies Act, 2013, subject to the Board's recommendation and Shareholder approval.
The document outlines the share capital structure with a face value of ₹1 per equity share and details the pricing mechanism under the Book Building Process, subject to SEBI (ICDR) compliance. It lists shareholder rights including dividend rights, voting rights, and transferability, while specifying that equity shares must be held in dematerialized form. The text also notes that the minimum application value is Rs. 2.00 lakhs and trading occurs in dematerialized form.
The document outlines the allotment process for Leapfrog Engineering Services Limited, specifying that shares will be allocated in multiples of a minimum of 200 shareholders in accordance with SEBI regulations. It details the nomination facility under Section 72 of the Companies Act, 2013, allowing nominees to appoint beneficiaries upon the death of the original holder, while also noting that shares are allotted in dematerialized form and requiring nomination registration with depository participants. The text further mentions the Company's reservation of the right to withdraw the issue before allotment and the subsequent obligation to file a fresh prospectus if the decision to proceed is changed.
The document outlines the timeline for the Leapfrog Engineering Services Limited IPO, with the bid opening on June 17, 2026, and closing on June 19, 2026. It details the finalization of allotment and fund release dates, noting that the SEBI has reduced the post-issue timeline to T+3 days for issues opening on or after September 1, 2023. The text also includes a disclaimer that the timelines are indicative and subject to changes by the Stock Exchange or SEBI.
This section outlines the regulatory timeline and procedural requirements for the company's initial public offering, emphasizing the SEBI's role in streamlining timelines and the company's obligation to report compliance with listing schedules. It details specific deadlines for bid submission, including standard cut-off times for institutional bidders versus individual bidders, and the strict working day requirement for applications. The text also specifies that applications submitted after the deadline or on non-working days will be rejected, and clarifies the company's right to revise price bands within defined limits if discrepancies arise between electronic and physical bid forms.
The document outlines specific provisions regarding the extension of the Bid/Issue Period under force majeure or banking strikes, mandates that minimum subscription levels of 100% be met within 30 days, and details penalties for failing to obtain listing permission, including a joint and several liability for directors. It also specifies that the minimum application size is two lots per application with a minimum value of Rs. 2 Lakhs, and requires at least 200 prospective allottees.
The document outlines eligibility criteria for the Leapfrog Engineering Services Limited IPO, requiring promoters to hold 100% of shares in demat form and maintain a 3-year track record of compliance with LODR regulations. It specifies that the company must not be under any surveillance measures, pending defaults, or winding up proceedings, and must have a minimum of 1,000 public shareholders. The section also mandates that the company has no pending investor complaints on the SCORES platform and must have a consistent business line of operations for at least 3 years.
The document states that the exclusive jurisdiction for this issue is with competent courts in Bangalore, Karnataka. It further clarifies that the Equity Shares are not registered in the United States and may not be issued or sold within the U.S. to U.S. persons, and are only being issued or sold outside the United States in compliance with Regulation S. The Equity Shares are also not registered or listed in any other jurisdiction outside India and may not be issued or sold there except in compliance with applicable laws.
Leapfrog Engineering Services Limited is proposing to issue up to 3,84,84,000 equity shares through a Book Building Process, which includes a Fresh Issue of 3,46,8,000 shares and an Offer for Sale of 38,76,000 shares. The total issue size represents 27.14% of the post-issue paid-up equity share capital. The allocation is structured across four categories: Mutual Funds, Non-Institutional Investors, Individual Investors, and QIBs. The Non-Institutional portion is reserved for applicants with application sizes exceeding ₹10 lakhs, with specific rules for lot sizes and minimum application sizes.
The document outlines the payment terms for the Leapfrog Engineering Services Limited issue, specifying that full bid amounts are payable by Anchor Investors at the time of submission, while other bidders have their funds blocked via ASBA or UPI mechanisms. It further details the allocation structure, noting that up to 60% of the QIB Portion can be allocated to Anchor Investors and that 40% of this portion is reserved for domestic mutual funds and life insurance companies under the SEBI ICDR Regulations.
The document outlines the procedural requirements for submitting bids and clarifies the timeline for the IPO of Leapfrog Engineering Services Limited. It specifies that bids must be submitted in joint names with corresponding joint beneficiary accounts and that the first bidder's signature is deemed to represent all joint holders. The company reserves the right to withdraw the issue before allotment or after closing if necessary, with public notice published in national and regional newspapers. The jurisdiction for the issue is exclusive to competent courts in Bangalore, Karnataka, and the trading of equity shares will commence on or before June 24, 2026.
The document outlines specific procedural requirements for investors applying for equity shares, including mandatory use of third-party bank accounts or UPI, the necessity of sufficient credit balances in ASBA accounts, and the requirement for stamped application forms submitted at designated collection centers. It further details the color coding for different investor categories and the electronic registration process managed by designated intermediaries, which must upload bids to the stock exchange platform before the offer closing date.
This section outlines the ASBA (Application by Sale Before Issue) process for the IPO of Leapfrog Engineering Services Limited, detailing the roles of intermediaries, stock exchanges, and designated banks in managing fund blocking. It specifies that individual investors must use UPI to submit applications, while other intermediaries forward forms to SCSBs for fund blocking. The process involves capturing bid details, validating them against depository records, and allowing modifications to specific fields like DP ID or PAN before the final submission.
The document outlines the technical procedures for UPI-based bidding, including the sharing of bid details with the Sponsor Bank, the NPCI's role in maintaining audit trails for disputed transactions, and the requirement for daily reconciliation between Sponsor Banks, NPCI, and the Stock Exchange. It also specifies that the Sponsor Bank must reconcile bid responses with NPCI and ensure all responses are forwarded to the Stock Exchange with detailed error codes. Additionally, the text mandates that Sponsor Banks and issuer banks must perform three-way reconciliations of settlement files, raw data, and switch data after every settlement cycle.
The document clarifies that while Overseas Corporate Bodies (OCBs) are generally ineligible, the RBI permits them to invest in this issue if they are not under an adverse notice and obtain prior approval. The Equity Shares are being offered only outside the United States via offshore transactions in reliance on Regulation S, and are not registered or listed in any other jurisdiction. The document outlines bidding requirements, stating that individual bidders must apply for a minimum of 2 lots to exceed the Rs 2,0 application price, while other bidders must apply for more than 2 lots in multiples of a specified share count.
This section outlines the bidding process for Leapfrog Engineering Services Limited, specifying a minimum and maximum bid period of three to ten working days. It details how individual bidders must register bids through designated branches or the BRLM, noting that bids can be submitted for up to three optional price levels within a specified price band. The document clarifies that bids are treated as optional and cannot be cumulated, with the maximum number of shares allocated at or above the issue price. It also explains the mechanism for blockage of funds in the ASBA account and the generation of separate Transaction Registration Slips for each bid option. Finally, it mentions the company's right to revise the price band during the bid period, subject to specific constraints on the floor and cap prices.
The document outlines the bidding process for Leapfrog Engineering Services Limited, specifying that the final issue price will be determined within a price band without prior approval from the BRLM. It details restrictions on individual bidders, prohibiting cuts-off price bids for QIB and Non-Institutional Bidders, while allowing them to purchase at any price within the band. The text also addresses participation by associates, mutual funds, and eligible NRIs, including specific requirements for repatriation basis applications and payment methods.
The document outlines specific investment restrictions and compliance requirements for various types of investors, including HUFs, FPIs, banking companies, and other entities. It mandates that HUF applications be made in the name of the Karta and notes that such applications are treated on par with individual applications. FPIs are restricted to holding no more than 10% of the company's equity shares, with a potential cap of 24% subject to Board and Shareholder resolutions, and any increase would reclassify the investment as FDI. The text also details conditions for FPIs to trade offshore derivatives and requires the attachment of a certificate of registration from the designated depository participant. Banking companies face additional hurdles, requiring RBI certification of their registration and investment committee approval, with investment limits varying based on the investee company's sector and specific regulatory approvals.
This section outlines the investment restrictions and regulatory compliance requirements for various types of bidders, including SEBI-registered Venture Capital Funds, Alternative Investment Funds, and Limited Liability Partnerships. It specifies that VCFs and FVCIs cannot hold more than 25% of a company's corpus and are subject to lock-in periods prior to IPOs. The document also mandates that applications from Insurance Companies must include a certified copy of their IRDA registration certificate to avoid rejection. Finally, it details the exposure norms for insurers under the IRDAI Investment Regulations 2016, which limit equity holdings, group investments, and industry sector exposure to 10% or 15% of the respective fund assets.
The document outlines investment limits for equity shares based on the company's investment assets, specifically substituting the 10% limit for insurers with assets of ₹250 crore or more and ₹500 crore or more. It details specific requirements for applications made by Provident Funds, Pension Funds, and Systemically Important Non-Banking Financial Companies, mandating the attachment of certified documents such as certificates of registration, audited financial statements, and net worth certificates. Additionally, it describes the participation terms for Anchor Investors, stating that they may invest up to 60% of the QIB Portion and that individual Mutual Fund bids must be aggregated to meet a minimum application size of 200 Lakhs.
The document outlines the issuance of equity shares through a public offering process involving an Anchor Investor Portion and a QIB Portion. Anchor Investors are allocated shares based on a discretionary basis with specific minimum and maximum allotment limits depending on the total allocation size. The bidding process is conducted via electronic terminals, and successful bids are confirmed through a binding CAN (Confirmation of Acceptance of Offer). Payment for Anchor Investors is handled via a separate Escrow Account mechanism, while other investors must use the ASBA process with blocked amounts.
The document outlines the responsibilities of Designated Intermediaries regarding the registration and blocking of funds for IPO applications, distinguishing between applications accepted by SCSBs and those accepted by other intermediaries. It specifies that intermediaries must forward bid forms and schedules to SCSB branches for fund blocking, while also detailing the online system requirements for entering bidder information such as PAN, DP ID, and bank details. The text further explains that for electronic submissions, Bidders must provide specific bank account information, with the ASBA Bid Form number being system-generated.
This section outlines the procedural steps for accepting bids, including acknowledgment by intermediaries and verification of DP IDs and Client IDs against Depository records. It details the timeline for fund blocking confirmation and the finalization of the offer price based on demand. The text also explains that bids can be withdrawn before the closing date but notes that QIBs and NIIs cannot withdraw or reduce their bid size at any stage.
The document outlines the rules for under-subscription and spill-over in the IPO, stating that unallocated portions can be transferred between categories or from the Reserved Portion to the Offer. It specifies that the Reserved Portion is not available for subscription in the QIB Category, while the Offer category allows spill-over to the extent of the under-subscription. The text also notes that if the Individual Investor category receives more shares than allocated, it shall be allotted that higher percentage. The section includes an illustrative example showing how bids are collated and how the book cuts off determines the final offer price.
The document outlines various eligibility criteria and procedural requirements for bidders participating in the IPO, including restrictions on bid amounts, account types, and timing. It specifies that bids must comply with securities laws, avoid prohibited persons, and be submitted via ASBA or UPI mechanisms. The text also notes that bids made outside India must adhere to foreign and Indian laws, and that non-compliance with these rules may lead to rejection. Additionally, it details the allocation basis, stating that under-subscription in non-QIB categories is allowed with spill-over from other categories, while QIB under-subscription cannot be used for other categories.
The document outlines the allotment process for Equity Shares to QIB Bidders and Mutual Funds, detailing how under-subscription is handled and the specific steps taken by the RTA to validate bids, reconcile accounts, and generate final allotment lists. It explains that shares are allocated proportionately based on the ratio of successful applicants to total applicants, with specific rules for handling oversubscription versus undersubscription scenarios.
This section outlines the procedural requirements for investors to submit bids for equity shares in the Leapfrog Engineering Services Limited issue, specifying that applications must be in block letters and submitted via designated intermediaries. It details mandatory bidder information including bank details, PAN, and client IDs to facilitate the issuance of allotment advice and credit of shares within two working days. The document also addresses potential oversubscription scenarios, explaining that shares will be allocated proportionately based on the inverse of the over-subscription ratio, with specific fallback rules for applications where the calculated share count is less than one share.
The section outlines the legal liabilities for fraud under Section 447 of the Companies Act, 2013, which includes imprisonment up to 10 years and fines up to three times the fraud amount. It also details investor grievance procedures for demat credit/refund issues, nomination facility provisions, and the Stock Exchange's role in finalizing the Basis of Allotment. The document confirms that the issue is fully underwritten with an agreement dated June 03, 2026, and states that the Registrar will file the prospectus with the ROC in accordance with Sections 26 and 32 of the Companies Act, 2013.
The document outlines the legal and procedural safeguards for the Leapfrog Engineering Services Limited equity share offering, including the company's right to delay or withdraw the offer before listing, the filing of a fresh Red Herring Prospectus upon withdrawal, and specific undertakings from the Selling Shareholder. The Selling Shareholder confirms that the shares are free of encumbrances, held for a minimum of one year, and will be deposited in an escrow account prior to filing. The Selling Shareholder also guarantees full title to the shares, provides cooperation for allotment and dispute resolution, and explicitly prohibits offering any incentives or payments to applicants.
The document outlines the legal framework governing foreign investment in India, distinguishing between the automatic route and the government route. It notes that the Union Cabinet approved phasing out the Foreign Investment Promotion Board (FIPB) and that the DPIIT now handles FDI approvals. The text also references the Foreign Exchange Management Act (FEMA) and the Master Direction on Foreign Investment in India issued by the Reserve Bank of India (RBI). Additionally, it specifies that Overseas Companies (OCBs) are prohibited from participating in this specific issue.
The document outlines the Company's rights to dematerialize shares and maintain electronic registers in accordance with the Depositories Act, while also clarifying that the Company is not bound to recognize beneficial owners or equitable interests in shares held in electronic form. Additionally, it details the procedure for issuing new share certificates upon loss or wear and establishes that no person shall be recognized as holding shares on a trust basis, ensuring absolute rights are held by registered holders.
The section outlines the company's rights to enforce liens on shares, including first and paramount liens on fully paid and partly paid shares, as well as liens on shares registered in the name of a single person. It specifies that liens extend to all dividends and bonuses declared on such shares. The company is permitted to sell shares subject to a lien only if the amount is presently payable or if a fourteen-day notice demanding payment has been given to the registered holder.
The document outlines the company's rights to make calls on unpaid share capital, interest rates on overdue payments, and provisions for forfeiture of shares if calls are not met. It also details the transfer of shares upon death or insolvency, including the election rights of the new holder and restrictions on dividends until registration is complete. Finally, it specifies the Board's authority to suspend share transfers and the conditions under which shares may be forfeited.
The section outlines the forfeiture and redemption of shares, the capitalization of reserves, and the company's power to buy back its own shares. It details the procedures for forfeited shares, including the Board's right to cancel them before sale, the requirement for a verified declaration, and the consequences for non-payment of share obligations. The text also covers the company's ability to increase share capital, reduce capital reserves, and utilize profits for capitalization, while specifying that capital paid in advance does not confer dividend rights. Finally, it establishes the company's authority to purchase its own shares or other specified securities, subject to applicable laws.
The document outlines the voting rights and proxy procedures for members of Leapfrog Engineering Services Limited, specifying that members of unsound mind may vote through their legal guardians and that no member can vote unless all share payments are settled. It further details the requirements for proxy instruments, including deposit timing, and establishes the Board's authority to appoint additional directors and nominee directors under specific financial and liability conditions.
This section outlines the internal governance and operational procedures of Leapfrog Engineering Services Limited, including the appointment and remuneration of directors, the authority of the Board to meet and regulate its business, the voting rights of directors, and the validity of resolutions. It also specifies that the Board may delegate powers to committees and that acts performed by directors remain valid even if they were later found to be disqualified.
This section outlines the governance and financial provisions for a Limited Company, including the appointment and removal of senior management, the separation of director and executive officer roles, and the rules regarding dividend declaration, payment, and reserve setting. It specifies that the seal must be affixed only with Board resolution and the presence of at least two directors and a secretary, and it details how dividends are apportioned based on shareholdings.
The document identifies a Red Herring Prospectus for Leapfrog Engineering Services Limited, listing the names and addresses of two subscribers, Prabhav N Rao and P Venkatesh Babu, along with their signatures and witness details. It also details the contact information for the company's registered office in Bannerghatta Road, Bangalore, and provides a list of material contracts and documents to be inspected, including agreements related to the issue, underwriting, and market making, as well as copies of the Memorandum of Association, Articles of Association, and audited financial statements.
The document contains a series of declarations from the directors and officers of Leapfrog Engineering Services Limited confirming compliance with the Companies Act and SEBI regulations, along with the listing approval from BSE Limited. No specific litigation, regulatory proceedings, or financial disputes are disclosed in this section.
The document contains three declarations from key corporate officers and a shareholder of Leapfrog Engineering Services Limited. The declarations confirm compliance with the Companies Act, the Securities and Exchange Board of India Act, 1992, and the Securities Contracts (Regulation) Act, 1956. The signatures are signed by an Independent Director, the Company Secretary, a Promoter Selling Shareholder, and a Promoter.
Key points (327, showing 60)
There are no outstanding criminal proceedings initiated against the Company. p.299
There are no outstanding actions by statutory or regulatory authorities against the group company. p.299
Pre-litigation notices received by the Relevant Parties are not evaluated for materiality until the Relevant Parties are impleaded as defendants in the litigation proceedings before any judicial forum. p.299
There are no outstanding material dues to creditors of the Company. p.299
Outstanding dues to creditors are considered material if they exceed 5% of the total trade payables as on the date of the latest Restated Financial Statements. p.299
Outstanding dues to MSMEs are disclosed based on information available with the Company regarding their status as defined under the Micro, Small and Medium Enterprises Development Act, 2006. p.299
The Appellant, a sole proprietorship named 'Mega Power Solutions,' operated by Mr. P.V. Arvind, specializes in electrical contracts, including design and consultancy services. p.306
In 2016, both parties entered into a Memorandum of Understanding (MoU) to jointly execute a project for Safwan Petroleum Technologies Company W.L.L. (SPETCO) at the Jurassic Production Facility in Kuwait. p.306
The Respondent only paid Rs.2,10,0 to the Appellant as net profits despite having received full payment from SPETCO, leading to disputes. p.306
Following the arbitration clause in the MoU, the Appellant sought to appoint an arbitrator due to the Respondent's non-compliance. p.306
An award issued on August 28, 2019, ruled against the Appellant on maintainability issues. p.306
The Appellant's subsequent challenge to this award was dismissed by the City Civil & Sessions Judge in Bengaluru on February 15, 2022. p.306
The Appellant has filed the present appeal, seeking to overturn both the Judgement and a portion of the arbitral award. p.306
The Assistant Commissioner of Commercial Taxes issued an assessment order and GST DRC07 demanding an amount of Rs. 72,508 for the financial year 2021-22. p.309
The Company received two reminder notices from the Integrated Tax Department with reference numbers ZD291025056220S and ZD290925060860Z on 17th October 2025 and 11th September 2025 respectively. p.309
The Company issued a show cause notice under section 73/74 and GST DRC 01 of the GST Act 2017 on 7th November 2024 due to a difference between GSTR 2A and GSTR 3B. p.309
There are no pending material litigations against the Group Companies. p.309
There are no pending criminal proceedings or actions by regulatory authorities and statutory authorities involving the Key Managerial Personnel and Senior Management. p.309
The total outstanding dues to Creditors other than MSME is ₹4,340.005 lakhs as of December 31, 2025. p.310
The total outstanding amount to all creditors is ₹4,740.03 lakhs as of December 31, 2025. p.310
The total outstanding dues to Micro and Small & Medium Enterprises (MSME) is ₹399.98 lakhs as of December 31, 2025. p.310
There are no disputes with small-scale undertakings or legal creditors regarding payments to be made to the Company's Creditors. p.310
There are 5 material creditors with a balance of ₹2,852.44 lakhs as of December 31, 2025. p.310
Leapfrog Engineering Services Limited has received in-principle approval from the BSE Limited for listing of its equity shares. p.311
Leapfrog Engineering Services Limited has entered into agreements with CDSL and NSDL for the dematerialization of its shares. p.311
Leapfrog Engineering Services Limited has received necessary licenses and approvals from Central and State Governments and other regulatory authorities. p.311
Leapfrog Engineering Services Limited holds a Trademark registration for device class 37 with registration number 2479976. p.313
Leapfrog Engineering Services Limited holds a Trademark registration for word class 37 with registration number 6806749. p.313
Leapfrog Engineering Services Limited has an application pending for a Trademark registration for device class 37 with registration number 6123648. p.313
Leapfrog Engineering Services Limited has not received or applied for any material licenses or permissions. p.313
The company has received In-principal approval from BSE to use its name for listing on the SME Platform. p.315
The issue is 100% underwritten with a minimum of 15% underwritten by the Book Running Lead Manager. p.315
The Book Running Lead Manager will ensure the total number of proposed Allottees is greater than or equal to two hundred (200). p.315
The prospectus will be filed with SEBI through the Book Running Lead Manager immediately upon filing of the offer document. p.315
The prospectus will be displayed on the website of SEBI, the Book Running Lead Manager, and the SME Platform of BSE. p.315
A copy of the prospectus shall also be furnished to SEBI in a soft copy. p.315
The company has entered into an agreement with the Book Running Lead Manager and a Market Maker to ensure compulsory Market Making for a minimum period of three years. p.315
The company has fulfilled eligibility criteria for the SME Platform of BSE, including being incorporated under the Companies Act, 1956. p.315
The company is not debarred from accessing the capital market by the Board. p.316
The company is in compliance with the Companies (Significant Beneficial Ownership) Rules, 2018. p.316
The company is an Unlisted Issuer and this Issue is an Initial Public Issue. p.316
The Company has not been referred to NCLT under IBC. p.318
There is no winding up petition against the company, which has been admitted by the court. p.318
The Company has ensured that the amount for general corporate purposes does not exceed fifteen per cent of the amount being raised by our Company or ₹10 crores, whichever is less. p.318
The bank has examined various documents relating to litigation, including commercial disputes, patent disputes, and disputes with collaborators, and has confirmed that the Red Herring Prospectus is in conformity with the documents, materials, and papers that are material to the issue. p.319
The bank confirms that all material legal requirements relating to the issue, as specified by the Board, the Central Government, and any competent authority, have been duly complied with. p.319
The bank confirms that, besides itself, all intermediaries named in the Red Herring Prospectus are registered with the Board and that such registration is valid. p.319
The bank has satisfied itself about the capability of the underwriting committee to undertake commitments. p.319
The bank certifies that written consent from promoters has been obtained for the inclusion of specified securities as part of promoters' contribution subject to lock-in. p.319
The bank certifies that all applicable provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, relating to specified securities ineligible for computation of promoters' contribution have been duly complied with. p.319
The bank confirms that arrangements have been made to ensure that promoters' contribution shall be received at least one day before the opening of the issue and that auditors' certificate to this effect shall be duly submitted to the Board/Exchange. p.319
The bank confirms that none of the intermediaries named in the Red Herring Prospectus have been debarred from functioning by any regulatory authority. p.321
The bank confirms that all material disclosures in respect of the issuer have been made in the Red Herring Prospectus, and any material development in the issuer or relating to the issue up to the commencement of listing and trading of the specified securities issued in this issue shall be informed to the public through notices in newspapers where pre-issue advertisement and advertisement for opening or closure of the issue have been given. p.321
The bank confirms that the abridged Red Herring Prospectus contains all the disclosures as specified in the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018. p.321
The bank confirms that agreements have been entered into with the depositaries for dematerialisation of the specified securities of the issuer. p.321
The issuer has redressed at least ninety-five per cent of the complaints received from the investors till the end of the quarter immediately preceding the month of filing of the offer document with the Registrar of Companies. p.321
The bank confirms that underwriting and market making arrangements as per requirements of Regulation 261 and 262 of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, have been made. p.321
The bank confirms that the proposed activities of the issuer for which the funds are being raised in the present issue fall within the 'Main Objects' listed in the Object Clause of the Memorandum of Association or Charter of the issuer. p.321
The bank confirms that all the shares shall be issued in dematerialized form in compliance with the provisions of Section 29 of the Companies Act, 2013 and the Depositories Act, 1996. p.321
Who runs and controls the company
Management & board
Directors and senior management: who they are, their background and pay.
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.
Key points (47)
Prabhav Narasimha Rao is the Managing Director of the company. p.195
Prabhav Narasimha Rao holds a Bachelor of Engineering (BE) from the Manipal Institute of Technology (1991) and a Master of Technology (M.Tech) in Lighting Science and Technology from the Manipal Institute of Technology (1994). p.195
Priyashaila Prabhav Rao is the Whole Time Director of the company and holds a Bachelor of Commerce from Mangalore University (1994). p.196
Kommanhalli Giridhar is the Non-Executive Director and Chairman of the Board, appointed on May 24, 2024, and re-designated as Chairman from June 10, 2026 for a six-month term. p.197
Vijay Kumar Sajjan is an Independent Director appointed on May 24, 2024, and is qualified as a Company Secretary and Chartered Accountant (Intermediate). p.198
Krishnamurthy Salekoppa Parameshawarabhatta is an Independent Director appointed on May 24, 2024, and is a qualified Chartered Accountant with over 30 years of experience. p.198
Sapna Raghavendra is the Whole-Time Director (Finance) and Chief Financial Officer (CFO) of the company and holds qualifications including Bachelor of Commerce (2001), Master of Commerce (2006), and Chartered Accountancy (Intermediate) (2004). p.199
The Board is authorized to borrow money, with the total outstanding amount not to exceed ₹ 100 Crores, based on a special resolution passed by members on August 05, 2024. p.200
The Company Secretary & Compliance Officer is responsible for setting forth policies, procedures, monitoring, and adherence to rules for the preservation of price sensitive information and the implementation of the Code of Conduct. p.200
SEBI (Prohibition of Insider Trading) Regulations, 2015 will be applicable immediately upon the listing of Equity Shares on the SME Platform of BSE Limited. p.200
The provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 will be applicable immediately upon the listing of Equity Shares of the Company on the SME Platform of BSE Limited. p.200
The Whole Time Director (Priyashaila Prabhav Rao) is entitled to a salary up to ₹ 50,0/- per annum, with an overall remuneration limit of Rs 50 Lakh per annum. p.201
The Whole Time Director (Finance) and CFO (Sapna Raghavendra) is entitled to a salary up to ₹ 50,0/- per annum, with an overall remuneration limit of Rs 60 Lakh per annum. p.201
Non-Executive Directors are entitled to be paid a sitting fee of up to ₹ 50,000/- per meeting or commissions up to 1% of the net profits of the Company. p.201
The Audit Committee has powers to review and monitor the auditor’s independence and performance, and examine financial statements and the auditors’ report thereon. p.204
The Audit Committee reviews various financial and internal control related information. p.205
The Nomination and Remuneration Committee was constituted pursuant to a Board Meeting dated June 07, 2024, and comprises Vijay Kumar Sajjan (Independent Director), Krishnamurthy Salekoppa Parameshawarabhatta (Independent Director), and Kommanhalli Giridhar (Non-Executive Director). p.206
Sneha Hegde is the Company Secretary and Compliance Officer, holding a Bachelor’s Degree in Commerce (2010) from Karnataka University, Dharwad, and being a qualified Company Secretary. p.208
Nithyashree Sudeendra is the Assistant General Manager (AGM) – Business Development, and was paid Rs. 14.51 Lakhs as remuneration in FY 2024-25. p.209
Prashant Daso Mahajan is the General Manager – Quality Assurance & Health Safety and Environment & Instrumentation, and was paid Rs. 16.42 Lakhs as remuneration in FY 2024-25. p.209
Laxman Krishna is the General Manager- Operations, and was paid Rs. 21.24 Lakhs as remuneration in FY 2024-25. p.209
Akshaykumar K. Shetty is the Vice President – New Business Initiatives. p.209
The company does not have a performance-linked bonus or a profit-sharing plan for the Key Management Personnel or Senior Management. p.210
The Key Management Personnel or Senior Management do not have any interest in the company, other than remuneration or reimbursement of expenses. p.210
The company has not paid any non-salary related amount or benefit to its officers or employees, except for statutory benefits upon termination or superannuation. p.210
Contributions are made by the company towards provident fund, gratuity fund, and employee state insurance. p.210
None of the Key Managerial Personnel or Senior Management have been selected pursuant to any arrangement/understanding with major shareholders/customers/suppliers. p.210
The Key Management Personnel or Senior Management have not entered into any other contractual arrangements with the company for benefits or payments upon termination of employment, except as set forth in appointment letters. p.210
None of the Directors or Key Managerial Personnels or Senior Management have availed any outstanding loans from the Company. p.211
Prabhav Narasimha Rao was redesignated as Managing Director on 30-03-2024. p.211
Priyashaila Prabhav Rao was redesignated as Whole Time Director on 30-03-2024. p.211
Sapna Raghavendra was redesignated and appointed as Whole Time Director & CFO on 30-03-2024. p.211
Harshavardhan Basam Reddy was appointed as Company Secretary on 04-05-2024. p.211
The Company Secretary resigned on 01-10-2024. p.211
Sneha Hegde was appointed as Company Secretary on 03-10-2024. p.211
Bhaskar Shenoy was appointed as Head Engineer & Automation on 01-12-2023. p.211
Bhaskar Shenoy was redesignated as Chief Technical Officer- Automation on 01-06-2024. p.211
The Chief Technical Officer- Automation was redesignated on 15-09-2025. p.211
Nithyashree Sudeendra was redesignated as Assistant General Manager (AGM)- Supply chain on 01-04-2023. p.211
Prashant Daso Mahajan was redesignated as Project Manager - Instrumentation on 01-10-2021. p.211
Lakshman Krishna was redesignated as General Manager (GM) – Operations on 01-04-2024. p.211
Vishwanath Kesappanatti was appointed as General Manager (GM)- Design & Engineering on 01-07-2024. p.211
Vishwanath Kesappanatti was redesignated as General Manager (GM)- Design & Engineering on 06-04-2026. p.211
Parvatikar Vaman H was appointed as Vice President - Presales & Proposal on 09-10-2023. p.211
Parvatikar Vaman H was scheduled for Vice President - Presales & Proposal Retirement on 01-06-2026. p.211
Subrahmanya Bhat Pernodi was appointed as General Manager- Automation & Industrial Systems on 01-10-2025. p.211
Subrahmanya Bhat Pernodi was scheduled for General Manager- Automation & Industrial Systems Resignation on 21-04-2026. p.211
Promoters
The people or entities controlling the company, and what else they own.
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.
Key points (16)
The Promoters jointly hold 9,32,40,000 Equity Shares, which constitutes almost 86.99% of the pre-issued paid-up Equity Share capital. p.212
Prabhav Narasimha Rao is the Promoter and Managing Director of the company. p.212
Prabhav Narasimha Rao has a Bachelor of Engineering from the Manipal Institute of Technology (1991) and a Master of Technology in Lighting Science and Technology from the Manipal Institute of Technology (1994). p.212
Prabhav Narasimha Rao has directorship in Greenfire Safety and Controls Private Limited (Struck-off), Orbis Technosphere Private Limited (Struck-off), and Achates Hospitality Services Private Limited (Struck-off). p.212
Priyashaila Prabhav Rao is the Promoter and Whole-Time Director of the company. p.213
Priyashaila Prabhav Rao has a Bachelor of Commerce from Mangalore University. p.213
The Promoters are interested in the company to the extent of the promotion of the company, their equity shareholding, and any dividend distribution. p.214
The Promoter and Promoter Group collectively hold 9,92,46,000 equity shares of the company. p.214
The Promoter Group includes immediate relatives such as the Father of the Promoter (Late Narasimha Bappanad Rao) and the Mother of the Promoter (Late Sumithra Rao Varamahalakshmi D Rao). p.216
Entities forming part of the Promoter Group include Greenfire Safety and Controls Private Limited (Struck-off), Achates Hospitality Services Private Limited (Struck-off), Orbis Technosphere Private Limited (Struck-off), and Leapfrog Technical Services LLC. p.216
Ayush P Rao is listed as a person whose shareholding falls under the promoter group. p.217
Pratibha Upadhyaya is listed as a person whose shareholding falls under the promoter group. p.217
Prajna Shridhar Acharya is listed as a person whose shareholding falls under the promoter group. p.217
Achates Hospitality Services Private Limited has received an order for strike-off and dissolution dated August 07, 2025. p.219
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.
Key points (7)
The related party transactions details for the specified period can be found in a section starting on page 268. p.221
The company does not have a formal dividend policy for equity shares. p.222
Final dividends require a recommendation by the Board of Directors and approval by a majority of members at the Annual General Meeting, subject to the provisions of the Articles of Association and the Companies Act, 2013. p.222
Members of the company have the right to decrease, but not increase, the amount of dividend recommended by the Board of Directors. p.222
The Articles of Association grant the Board of Directors discretion to declare and pay interim dividends. p.222
Dividends may be paid out of profits of the company in the year of declaration or out of undistributed profits or reserves of previous fiscal years, or both, after accounting for depreciation. p.222
The company has not paid or declared any dividend in the last three years from the date of this Red Herring Prospectus. p.222
Leapfrog Engineering Services Limited IPO: common questions
Short answers drawn from the filings above.
How big is the Leapfrog Engineering Services Limited IPO?
Leapfrog Engineering Services Limited's IPO comprises a fresh issue of 3,46,08,000 shares and an offer for sale of 38.76 lakh shares, according to its Red Herring Prospectus. The price band is not stated in that document.
What are Leapfrog Engineering Services Limited's revenue and profit?
Leapfrog Engineering Services Limited reported revenue from operations of ₹135 Cr in FY25, -14.7% versus FY24. Net profit was ₹16 Cr (FY24: ₹16 Cr). Revenue grew at a compound rate of 13.7% a year from FY23 to FY25. Figures are read from the RHP, as printed there.
How much do promoters own in Leapfrog Engineering Services Limited?
Promoters hold 87.0% of Leapfrog Engineering Services Limited before the IPO.
What are the red flags in Leapfrog Engineering Services Limited's RHP?
Earlier, we looked up 24 claims from the filing on the open web (we no longer do this, since SEBI reviews the filing): 0 raised a high concern, 0 medium and 0 low. This is an automated screen, not a verdict; each finding links to its sources.
What does Leapfrog Engineering Services Limited do?
The biggest red flag in the Leapfrog Engineering Services Limited IPO filing is this: no current web search results could corroborate, contradict, or even provide any update on the claims made in the Draft Red Herring Prospectus. This silence surrounding the documentation raises serious questions about the…
Who manages the Leapfrog Engineering Services Limited IPO?
Registrar to the offer: FINSHORE MANAGEMENT SERVICES LIMITED. Shares are proposed to list on BSE.
Where can I read the original Leapfrog Engineering Services Limited IPO documents?
All 1 filing for Leapfrog Engineering Services Limited (RHP) are listed on this page with links to the original PDFs on SEBI's website. Every page reference cites the exact page of the source document.
Source documents
Every page reference on this site links to the original SEBI PDF.
Document
Filed
Pages
On this page
Source
RHPRed Herring Prospectus
Leapfrog Engineering Services Limited · 11 Jun 2026
