Grace Renewable Energy Limited IPO

01At a glance

What the company does: three things under one roof: solar engineering, procurement and construction (EPC) for commercial, industrial and residential customers, trading of solar modules and inverters, and manufacture of battery energy storage (BESS) packs under the "Grace" brand; in FY26 trading was 54.75% of revenue, EPC about 44.9% and BESS 0.26% (DRHP p.33, DRHP p.42, our arithmetic DRHP p.265).

Who pays it: commercial and industrial (C&I) customers, households and customers of the trading vertical; all ten of the largest FY26 customers are unnamed, eight of them C&I and two trading customers (DRHP p.294, DRHP p.295). 91.36% of FY26 revenue came from Gujarat (DRHP p.32).

Why it is raising money: ₹793.13 million, about ₹79.3 crore, of the fresh issue is for working capital in FY27 and FY28, and the rest, capped at 25% of gross proceeds, for general corporate purposes (DRHP p.128). The rupee size of the fresh issue is left blank; it is stated only as up to 84,15,000 shares (DRHP p.83). The offer for sale proceeds go to Manish Bagadia and Karuna Bagadia, not the company (DRHP p.127).

How fast it has grown: revenue from ₹779.09 million in FY24 to ₹2,058.36 million in FY26, about 62.5% a year, and profit after tax from ₹57.93 million to ₹186.67 million, about 79.5% a year (our arithmetic, DRHP p.88).

The one thing to understand: the largest part of the business depends on another company's products. Mundra Solar PV Limited and Mundra Solar Energy Limited supplied 70.27% of FY26 purchases between them (our arithmetic, DRHP p.296), and the trading vertical, 54.75% of FY26 revenue, runs under non-exclusive channel partner agreements with Adani New Industries Limited, Mundra Solar PV Limited and Mundra Solar Energy Limited that set minimum selling prices and sales targets and can be ended for convenience on notice (DRHP p.34, DRHP p.35).

02The business, in plain words

Grace Renewable Energy describes itself as a solar energy company (DRHP p.264). It was incorporated in 2013 as Winwin Building Materials Private Limited and took its present name in 2017, the year it began solar EPC work (DRHP p.94, DRHP p.323). It now runs three verticals (DRHP p.265).

A factory or household wants solar power → the company designs the plant, procures modules, inverters and structures, has subcontractors install them and commissions the plant, which the customer owns → it is paid against project milestones under the contract. Separately, module customers purchase panels the company procures as a channel partner, and battery customers purchase packs it assembles (DRHP p.265, DRHP p.140, DRHP p.273).

EPC: rooftop and ground-mounted plants under the capital expenditure model, in which the customer owns the finished plant (DRHP p.265). In FY26 the company commissioned 506 projects of 29,545.11 kW in all: 449 residential projects of 2,615.76 kW and 57 C&I projects of 26,929.34 kW (DRHP p.37). Eight ground-mounted projects made up 22,309.71 kW of that (DRHP p.269). The company does the design and project management in house and subcontracts construction, fabrication and installation (DRHP p.270). An execution cycle runs from about one month to one year (DRHP p.37). Exports have gone to Indonesia, Mali and Kenya (DRHP p.292, DRHP p.272).

Trading: the company is an authorised channel partner for solar modules of Mundra Solar Energy Limited, Mundra Solar PV Limited and Adani New Industries Limited, and a distributor of inverters made by an unnamed Chinese manufacturer (DRHP p.277). Module trading earned ₹1,108.96 million in FY26 (DRHP p.266).

BESS: a 48 MWh a year pack assembly line at Sarkhej, Ahmedabad, set up in July 2025, using imported Chinese lithium-ion cells and in-house BMS boards; it produced 0.80 MWh in FY26, 2.22% of its capacity for the nine months it ran (DRHP p.35, DRHP p.280). A 1,000 MWh facility at Sanand-II, GIDC, is under construction, with production planned from February 2027 (DRHP p.130, DRHP p.131).

Earnings equation: Revenue = kW of EPC capacity executed × price per kW + module and inverter units traded × price + battery packs × price per pack. The document gives EPC capacity commissioned but not volumes or prices traded, so only the EPC part can be partly filled in from the filing.

03Where the money comes from

Source: DRHP p.265, DRHP p.266; the BESS and services rows add two lines each (our arithmetic). Trading went from 30.59% of revenue in FY24 to 54.75% in FY26 (DRHP p.33). Exports were 23.67% of FY24 revenue and 7.52% of FY26 (DRHP p.41). By state, Gujarat was 76.27% of FY24 revenue and 91.36% of FY26 (DRHP p.32).

Source: DRHP p.48. Revenue is spread across many customers but less so in FY26 than FY25: five customers took 30.29% of FY26 revenue (DRHP p.48). The company counts 506 customers in FY26, the same as its number of projects (DRHP p.283). The FY24 largest customer's revenue, ₹184.39 million, equals FY24 export revenue to Indonesia, and the FY25 largest, ₹60.92 million, equals FY25 export revenue to Africa (DRHP p.295, DRHP p.292).

On the supply side the concentration is higher: the top supplier was 40.22% of FY26 purchases and the top ten 88.97% (DRHP p.33). The two named suppliers, Mundra Solar PV Limited at ₹703.03 million and Mundra Solar Energy Limited at ₹525.34 million, were 70.27% of FY26 purchases together (our arithmetic, DRHP p.296), against 52.78% in FY24 (our arithmetic, DRHP p.296, DRHP p.297).

04The growth record

Source: DRHP p.88, DRHP p.89, DRHP p.87, DRHP p.151, converted from ₹ million. In rupees, revenue went from ₹77.9 crore in FY24 to ₹205.8 crore in FY26 and profit after tax from ₹5.8 crore to ₹18.7 crore (DRHP p.88). Lease liabilities, not in the borrowings line, were ₹40.33 million at March 2026 (DRHP p.428).

Our arithmetic over FY24 to FY26: revenue grew about 62.5% a year (our arithmetic, DRHP p.88), EBITDA about 70.5% a year (our arithmetic, DRHP p.151) and profit after tax about 79.5% a year (our arithmetic, DRHP p.88). EBITDA margin moved from 11.4% to 12.5%, up 114 basis points (DRHP p.151), and PAT margin from 7.40% to 9.05%, up 165 basis points (DRHP p.151). The company's own CAGR figures are 62.54%, 70.47% and 79.51% (DRHP p.284).

Operating cash flow was ₹11.2 crore in FY26 (DRHP p.89). Other income of ₹4.37 million was 1.7% of FY26 profit before tax of ₹251.34 million (our arithmetic, DRHP p.88). Return on capital employed was 80.5% in FY26 (DRHP p.151) and total debt including leases was 0.13 times equity, about 0.1× (DRHP p.429). Borrowings stood at ₹0.9 crore at March 31, 2026 (DRHP p.87). Net working capital was 39 days of revenue in FY26 on the company's KPI definition (DRHP p.151). The year end is March 31 throughout and FY24 includes a ₹6.67 million exceptional loss (DRHP p.31, DRHP p.88).

05What the growth is made of

Revenue rose ₹1,279.27 million from FY24 to FY26 (our arithmetic, DRHP p.88). Solar panel trading added ₹870.63 million and C&I EPC ₹468.33 million, while residential EPC fell ₹88.42 million; inverters, BESS and services together added about ₹28.7 million (our arithmetic, DRHP p.265, DRHP p.266). So about two thirds of the increase came from trading modules the company does not make.

Volumes, for EPC: C&I capacity commissioned went from 8,211.53 kW in FY24 to 26,929.34 kW in FY26, and residential from 4,099.22 kW to 2,615.76 kW (DRHP p.37). C&I revenue per kW commissioned was about ₹42,000 in FY24 and about ₹30,200 in FY26 (our arithmetic, DRHP p.37, DRHP p.265). Revenue is recognised as contracts progress, not only on commissioning, so this is an approximation. The company says customers on turnkey contracts may identify or approve the module supplier, and that module prices declined in FY25 (DRHP p.270, DRHP p.467).

For trading, the document gives no volumes or prices of modules traded, so the ₹870.63 million increase cannot be separated into volume and price. That is the finding. The company names higher volumes under the channel partnership and a wider customer network (DRHP p.465). Revenue also bunched at the year end: Q4 FY26 revenue was ₹925.70 million, 44.97% of the year (DRHP p.133).

06Earnings quality

The item that needs explaining is FY26 operating cash flow of ₹111.87 million against profit of ₹186.67 million (DRHP p.89, DRHP p.88). Receivables rose ₹65.82 million, inventories ₹44.78 million, other current assets, mostly supplier advances, ₹40.48 million and loans given ₹20.06 million, while customer advances and other current liabilities rose ₹78.38 million (DRHP p.89, DRHP p.134). The company pays most suppliers in advance or on delivery and carries almost no supplier credit, so payable days are one (DRHP p.135, DRHP p.137).

Two uses of surplus cash sit in the FY26 balance sheet: ₹100.41 million in quoted mutual funds and ₹20.06 million of unsecured loans to bodies corporate at 12% a year, repayable on demand (DRHP p.87, DRHP p.392). The note names Sanjivani Super Speciality Hospitals Limited and Mangalam Global Enterprise Limited as borrowers in the period shown and says the loan went to an unrelated party (DRHP p.392).

07The balance sheet

At March 31, 2026 total assets were ₹538.80 million: inventories ₹124.88 million, current investments ₹100.41 million, trade receivables ₹78.82 million, other current assets ₹71.80 million, right of use asset ₹57.00 million, property, plant and equipment ₹46.28 million, cash ₹24.57 million, loans ₹20.06 million and other bank balances ₹3.68 million (DRHP p.87). Against that: current borrowings ₹9.25 million, lease liabilities ₹40.33 million, other current liabilities ₹95.50 million, mostly ₹94.57 million of customer advances, and total equity ₹377.33 million (DRHP p.87, DRHP p.136).

The ₹9.25 million of borrowings at March 2026 was an unsecured loan from Karuna Bagadia (DRHP p.57, DRHP p.439). By August 31, 2026 outstanding borrowings were ₹63.51 million, including bank guarantees and letters of credit: ₹21.16 million of Axis Bank overdraft, ₹19.20 million and ₹2.97 million of guarantee and credit lines, and ₹20.18 million of unsecured loans from the three promoters (DRHP p.435).

Yes Bank sanctioned a ₹450 million term loan and a ₹50 million working capital line on July 2, 2026, undrawn at August 31 (DRHP p.436). Contingent liabilities were ₹22.52 million, about ₹2.3 crore, of which ₹21.42 million was bank guarantees and letters of credit (DRHP p.91). Capital commitments were nil (DRHP p.91).

Source: DRHP p.87, DRHP p.128, DRHP p.144. The balance sheet after the issue cannot be stated because the price, and so the fresh issue amount and expenses, are blank (DRHP p.434). Separately, the 1,000 MWh Sanand facility needs ₹71.18 crore more beyond the ₹10.29 crore spent by September 25, 2026, planned from a ₹44.02 crore term loan and ₹27.16 crore of share capital, internal accruals or promoter borrowings (DRHP p.131).

08What the money is for

Source: DRHP p.128, DRHP p.142. The percentage of the fresh issue cannot be computed because its rupee size is blank. The working capital is to be deployed as ₹222.05 million in FY27 and ₹571.08 million in FY28 (DRHP p.128).

The company projects net working capital rising from ₹185.91 million at March 2026 to ₹548.62 million at March 2027 and ₹1,581.51 million at March 2028, with inventory days going from 22 to 46 and receivable days from 14 to 26, mainly for the planned BESS scale-up (DRHP p.137). None of the proceeds goes to the Sanand facility, which is funded separately (DRHP p.131). The objects have not been appraised by a bank (DRHP p.142).

There is no pre-IPO placement planned (DRHP p.101). A monitoring agency is to be appointed because the fresh issue exceeds ₹1,000.00 million, the document says (DRHP p.142).

Into the business 84,15,000 new shares, amount not yet stated, of which ₹79.3 crore is earmarked for working capital (DRHP p.83, DRHP p.128). To selling shareholders 27,85,000 shares, 7.86% of the present share count; the rupee amount depends on the price, which is not set (DRHP p.83, our arithmetic DRHP p.102).

09Who is selling

Source: DRHP p.84 for the offered shares, DRHP p.112 for holdings; the percentages are our arithmetic. The offer for sale is up to 27,85,000 shares by two promoter selling shareholders, alongside a fresh issue of up to 84,15,000 shares; the offer totals up to 1,12,00,000 shares, about three quarters of them new (DRHP p.83, our arithmetic). The document states that Karuna Bagadia is the spouse of Manish Bagadia (DRHP p.331).

Weighted average cost of acquisition, as certified: ₹0.04 a share for Manish Bagadia and ₹0.01 for Karuna Bagadia (DRHP p.1, DRHP p.122). The low figures arise because almost all shares came from three bonus issues; the original shares were subscribed at ₹10 in 2013 and 2014 (DRHP p.104, DRHP p.105).

10Promoters

The document names three promoters: Manish Bagadia, Karuna Bagadia and Harsh Bagadia (DRHP p.349). Together they hold 99.60% of the shares (DRHP p.113). The document states that Harsh Bagadia is the son of Manish Bagadia and Karuna Bagadia (DRHP p.331).

Manish Bagadia, aged 58, is Chairman and Managing Director, a chartered accountant formerly President (Techno-Commercial) at Gujarat Ambuja Exports Limited, with over 29 years in manufacturing, infrastructure and power systems, and a director since incorporation in 2013 (DRHP p.330, DRHP p.327). Karuna Bagadia, aged 52, is Whole-Time Director, with over 9 years in marketing and business development, and a director since February 2017 (DRHP p.330, DRHP p.327).

Harsh Bagadia, aged 23, a chartered accountant, joined the board on May 1, 2026 with over 6 months of experience and oversees the BESS facility set-up (DRHP p.330, DRHP p.328); the document lists limited BESS experience of the promoters as a risk (DRHP p.39).

Pay: remuneration was ₹4.60 million to Manish Bagadia and ₹2.55 million to Karuna Bagadia in FY24, and ₹6.00 million, ₹4.80 million and ₹0.10 million to Manish Bagadia, Karuna Bagadia and Harsh Bagadia in FY26 (DRHP p.56). Together that is about ₹0.7 crore in FY24 and ₹1.1 crore in FY26 (our arithmetic, DRHP p.56). Present terms carry basic salaries of ₹6.00 million, ₹4.80 million and ₹1.20 million a year, each with an annual increment of up to 20% (DRHP p.332).

Other ventures and transactions: Manish Bagadia is a director of Cinza Concrete Products Private Limited, a promoter group company with no transactions in the period (DRHP p.327, DRHP p.57). The promoter group includes eleven entities, among them Yellowcap Infra Private Limited, Impressive Intex Private Limited and Easyway Trading Limited (DRHP p.352). The company has no group companies (DRHP p.487). The registered office and the battery unit are leased from Manish Bagadia and Karuna Bagadia at ₹30,000 and ₹36,300 a month (DRHP p.55). Manish Bagadia and Karuna Bagadia guarantee the bank lines, and Karuna Bagadia's residential properties are mortgaged to Axis Bank and Yes Bank (DRHP p.52, DRHP p.350).

Pledges, cases, record: no promoter shares are pledged (DRHP p.120). There are no criminal, regulatory, tax or material civil cases against the promoters (DRHP p.481, DRHP p.483). None of the directors has served on the board of a listed company (DRHP p.55).

Promoter economics: Manish Bagadia subscribed at ₹10 a share in 2013 and 2014, acquired 18,000 shares at ₹23.33 on August 1, 2024 and 5,850 at ₹31.76 on August 29, 2024, and received 2,58,000 shares as a gift from Rajshree Bagadia on August 28, 2024 (DRHP p.115, DRHP p.116). Harsh Bagadia's shares came by transmission from the Harsh Trust in 2022 (DRHP p.118). Everything else came from bonus issues of 59 for 1 in March 2024, 42 for 10 in January 2025 and 127 for 100 in August 2026 (DRHP p.107, DRHP p.108). The weighted average cost of all shares transacted in the last three years is ₹0.02 (DRHP p.122).

11Who already owns it

Source: DRHP p.124. The company has eight shareholders and 3,54,11,999 shares of ₹10 (DRHP p.113, DRHP p.102). There is no private equity, venture capital or other fund or company holding 1% or more; the three small holders are Prasant Agarwal, Patel Jigar and Radhika Niravkumar Bhut, with 590 shares each (DRHP p.124). There is no employee stock option scheme (DRHP p.109).

Promoters hold 99.60% before the issue (DRHP p.113). If all 84,15,000 new shares are issued and the 27,85,000 offered shares are sold, the share count becomes 4,38,26,999 and the three promoters' holding about 74.1% (our arithmetic, DRHP p.113, DRHP p.83); with the promoter group, about 74.4% (our arithmetic, DRHP p.113, DRHP p.83). The document leaves the post-issue holding blank until allotment (DRHP p.113). No outsider has bought into the company: there has been no allotment for cash since a ₹10 rights issue in September 2014 (DRHP p.104).

12What changed just before the IPO

• Revenue and profit: revenue went from ₹77.9 crore in FY24 to ₹205.8 crore in FY26 and profit after tax from ₹5.8 crore to ₹18.7 crore (DRHP p.88).
• The mix moved to trading: solar panel trading went from 30.59% of revenue in FY24 to 53.88% in FY26 (DRHP p.33), and the two Mundra suppliers from 52.78% of purchases to 70.27% (our arithmetic, DRHP p.296).
• Customer concentration fell: the largest customer went from 23.67% of FY24 revenue to 7.91% of FY26, and the top ten from 45.98% to 37.73% (DRHP p.48).
• Receivable days went from 21 in FY24 to 14 in FY26, through 4 in FY25 (DRHP p.137).
• Promoter pay rose from about ₹0.7 crore in FY24 to about ₹1.1 crore in FY26 (our arithmetic, DRHP p.56).
• Three bonus issues: 59 for 1 on March 30, 2024, 42 for 10 on January 25, 2025, and 127 for 100 on August 27, 2026, taking the share count from 50,000 to 3,54,11,999 (DRHP p.107, DRHP p.108, DRHP p.104, DRHP p.105). The August 2026 bonus of 1,98,11,999 shares is the last allotment before the IPO, at no price (DRHP p.105).
• No pre-IPO placement: none is proposed (DRHP p.101).
• The company became public: converted from a private company with a certificate dated September 3, 2024 (DRHP p.94).
• BESS began: contract-made packs in FY25, the Sarkhej line in July 2025, the Sanand-II lease with GIDC dated July 27, 2026 and a Yes Bank term loan sanction on July 2, 2026 (DRHP p.42, DRHP p.35, DRHP p.130, DRHP p.436).
• Promoter loan lines: loan agreements of May 1, 2026 with the three promoters allow up to ₹1,500 million in all, repayable on demand; ₹20.18 million was drawn at August 31, 2026 (DRHP p.435, DRHP p.439).
• Surplus cash moved: mutual fund investments rose from ₹15.05 million to ₹100.41 million and loans to bodies corporate of ₹20.06 million were made in FY26 (DRHP p.87).
• Board and management: Harsh Bagadia joined the board on May 1, 2026; four independent directors were appointed between May 2025 and July 2026; Harsh Bagadia was Chief Financial Officer from April 1, 2026 to August 1, 2026 (DRHP p.328, DRHP p.335, DRHP p.333). The audit committee was formed on August 1, 2026 (DRHP p.337).
• Order book jumped: EPC order book went from ₹37.74 million at March 2025 to ₹478.86 million at March 2026 and ₹1,143.15 million at August 31, 2026 (DRHP p.36, DRHP p.285).
• The statutory auditor did not change: no change in the three years before the filing (DRHP p.98).

13Capacity and expansion

Source: DRHP p.35, DRHP p.130, DRHP p.131. The 2.22% is on the 36 MWh pro-rated for nine months; on a full year it is 1.67% (DRHP p.35). The company says FY26 was largely trial runs and product validation (DRHP p.36). BESS revenue was ₹5.30 million in FY26, of which ₹3.46 million from own manufacture (DRHP p.42). Confirmed BESS orders were ₹13.62 million at August 31, 2026 (DRHP p.36).

EPC is not a manufacturing capacity: in FY26 the company commissioned 29,545 kW, contracted 44,933 kW worth ₹1,442.66 million and had 15,388 kW under execution at the year end (DRHP p.150, DRHP p.151). None of the issue money goes to capacity; the Sanand facility, budgeted at about ₹81.5 crore in all, is funded by debt, accruals and possibly promoter loans (our arithmetic, DRHP p.131). The document does not say what utilisation the Sanand facility needs to cover its own depreciation and interest.

14Market size and industry structure

As claimed: the industry report is Dun & Bradstreet's "Solar Power EPC and BESS Segment, Globally & in India", dated September 29, 2026, exclusively commissioned and paid for by the company for the offer (DRHP p.27). On its figures India's solar capacity reached 150.26 GW at March 31, 2026, with a record 44.61 GW added in FY26, of which 8.71 GW was rooftop (DRHP p.190, DRHP p.191). It puts India's BESS market at USD 1.5 billion in FY 2025, growing to about USD 6.7 billion by FY 2030 (DRHP p.238). The DRHP's extract does not give a rupee size for the Indian solar EPC market.

The part that is addressable: C&I and residential rooftop and ground-mounted EPC, chiefly in Gujarat, which was 91.36% of FY26 revenue; module and inverter trading under channel partner terms; and small battery packs, the largest 16 kWh (DRHP p.32, DRHP p.280).

What the company is today: its 29,545 kW commissioned in FY26 is about 0.07% of India's 44.61 GW of solar added that year, on the commissioned report's figure (our arithmetic, DRHP p.37, DRHP p.190).

On structure, the commissioned report calls the sector "fragmented yet highly competitive", with integrated energy companies, developers with captive EPC arms and independent EPC contractors (DRHP p.258). Demand for residential rooftop work is tied to the PM Surya Ghar scheme and module procurement to the Approved List of Models and Manufacturers (DRHP p.211, DRHP p.49). BESS inputs, cells and BMS chips, are imported from China; imported BESS components were 35.80% of BESS component purchases in FY26 (DRHP p.38).

15Competitive position

Source: DRHP p.151, DRHP p.152, converted from ₹ million; peer borrowings are not given. Net working capital was 39 days for the company against 155, 68 and 95 days for the three peers, on the document's stated formulas, which differ between the company and some peers (DRHP p.152).

What the company puts forward: over 8 years of EPC execution, 94,904.74 kW commissioned since FY18 across 6,344 projects, in-house design, a channel partnership for modules, ISO 9001:2015 certification and an own battery brand (DRHP p.266, DRHP p.299). Against that, from the document: 87 permanent employees, attrition of 56.90% in FY26, a 48 MWh battery line at 2.22% use, a single Gujarat concentration, and channel partner terms that restrict dealing in competing modules (DRHP p.299, DRHP p.62, DRHP p.35, DRHP p.35).

16Peers the company named

Peers named in the offer document: Solarium Green Energy Ltd, Waaree Energies Ltd and SPML Infra Ltd (DRHP p.149).

The company says their product and service lines "may not mirror ours exactly" (DRHP p.148). Solarium Green Energy is about 1.8 times the company's FY26 revenue and SPML Infra about 4.2 times; Waaree Energies, a module maker, is about 129 times (our arithmetic, DRHP p.149). Waaree's PAT margin is higher than the company's and SPML's and Solarium's lower (DRHP p.151, DRHP p.152). The document prints peer P/E of 12.81 to 19.50 on September 23, 2026 closing prices (DRHP p.148). The company's FY26 EPS is ₹5.27 (DRHP p.149). With no price band, no P/E for the company can be stated.

17Risks, in plain words

Suppliers: two Mundra entities supplied 70.27% of FY26 purchases (our arithmetic, DRHP p.296) → the module trading they support is 53.88% of revenue and the agreements are non-exclusive, carry minimum selling prices and sales targets, and allow termination for convenience (DRHP p.33, DRHP p.35) → the top ten suppliers were 88.97% of FY26 purchases (DRHP p.33).

Geography: Gujarat was 91.36% of FY26 revenue (DRHP p.32) → state policy, grid or weather changes act on almost the whole business (DRHP p.32) → other Indian states were 1.11% (DRHP p.32).

Customers: the top ten customers were 37.73% of FY26 revenue and 45.98% of FY24 (DRHP p.48) → contracts are mostly project by project, with no long-term contracts (DRHP p.49) → Q4 FY26 alone was 44.97% of the year's revenue (DRHP p.133).

BESS scale-up: BESS revenue was ₹5.30 million, 0.26% of FY26 revenue (DRHP p.42) → the existing line ran at 2.22% and the planned facility is 1,000 MWh, about 21 times its size (DRHP p.35, our arithmetic DRHP p.130) → the facility needs ₹71.18 crore more, largely by term loan (DRHP p.131).

Working capital: net working capital is projected to rise from ₹185.91 million to ₹1,581.51 million in two years (DRHP p.137) → ₹793.13 million of it is to come from the issue and ₹906.18 million from internal accruals by March 2028 (DRHP p.137) → any shortfall would need borrowing (DRHP p.58).

Promoters: Manish Bagadia and Karuna Bagadia guarantee the bank lines and Karuna Bagadia's homes are mortgaged (DRHP p.52, DRHP p.350) → promoter loans of up to ₹1,500 million are repayable on demand (DRHP p.435) → ₹20.18 million was outstanding at August 31, 2026 (DRHP p.51).

Compliance: late and inaccurate filings with the Registrar of Companies, including a bonus not disclosed in an annual return and an unfiled charge modification, and some records not traceable (DRHP p.50, DRHP p.51) → penalties may follow (DRHP p.51) → statutory dues of ₹3.13 million were outstanding at March 2026 (DRHP p.47).

People: attrition was 56.90% in FY26 and 80.00% in FY25 (DRHP p.62) → execution depends on site engineers and technicians (DRHP p.62) → the O&M team is one employee (DRHP p.282).

Issue-specific: the promoters' average cost is ₹0.04 and ₹0.01 a share (DRHP p.1) → all recent share increases are bonus issues, so there is no recent cash price for the shares (DRHP p.154) → general corporate purposes, offer expenses and the fresh issue amount are blank (DRHP p.128).

18Litigation and regulatory matters

The company's direct tax matter is ₹0.01 million and its indirect tax matters ₹1.09 million (DRHP p.482, DRHP p.483); the directors' matters are ₹1.13 million (DRHP p.483). The materiality threshold for civil cases is ₹5.71 million (DRHP p.480). There is no SEBI or stock exchange action against the promoters in five years (DRHP p.481). Contingent liabilities of ₹22.52 million at March 2026 are mainly bank guarantees and letters of credit (DRHP p.91). In FY24 a customer encashed a ₹6.67 million bank guarantee on one project (DRHP p.54). The filing lapses with the Registrar of Companies have been reported by GNL-2 forms; no proceedings are disclosed (DRHP p.51).

19Related-party transactions

Source: DRHP p.56, DRHP p.57. Related-party dealings are small against revenue and are mostly pay, rent and loans in both directions. Interest was paid to Karuna Bagadia, ₹0.61 million in FY26 (DRHP p.56). Loans owed to Manish Bagadia and Harsh Bagadia, ₹8.07 million and ₹5.08 million at March 2025, were repaid in FY26, while ₹9.25 million was owed to Karuna Bagadia at March 2026 (DRHP p.57).

What appeared or changed in the two years before filing: the two premises leases from Manish Bagadia and Karuna Bagadia, dated October 24, 2024 (DRHP p.55); EPC sales to Manish Bagadia and to independent director Nagaraj Giridhar in FY26 (DRHP p.56, DRHP p.57); remuneration to Patel Jigar and Radhika Bhut from FY25 and to Harsh Bagadia from FY26 (DRHP p.56); sitting fees to independent directors from FY25 (DRHP p.57); and the May 1, 2026 open-ended promoter loan agreements (DRHP p.439). Loans from relatives named in the table, Rajshree Bagadia, Arunkumar Bagadia and Sunita Bagadia, were repaid by FY25 (DRHP p.57).

20What the offer document does not say

Customer names are not given for any year; the top ten are anonymised (DRHP p.295). Volumes and prices of modules traded are not given, so trading growth cannot be split into volume and price. Margins by vertical (EPC, trading, BESS) are not given. The commission, discounts or margin terms under the channel partner agreements are not disclosed. The fresh issue amount, general corporate purposes amount, offer expenses and price band are blank. What utilisation the Sanand facility needs to cover its costs is not stated. The terms of the OEM arrangements for BESS are covered by non-disclosure agreements (DRHP p.131).

Some inconsistencies are recorded as document matters, not business ones: net working capital days for FY26 are 39 in the KPIs and 35 in the objects chapter (DRHP p.151, DRHP p.137); the export table puts all FY26 export revenue, ₹154.87 million, in Indonesia while the project list shows an export project in Bamako, Mali, of ₹175.11 million running from July 2025, mostly completed by March 31, 2026 (DRHP p.292, DRHP p.272);

the Sanand facility is described as 1,000 MW in one place and 1,000 MWh elsewhere (DRHP p.130, DRHP p.40); the company says it operates in 11 states and 3 countries while the commissioned report's company profile says four states and two countries (DRHP p.265, DRHP p.261); the Sanand lease deed is dated July 27, 2026 while the FY26 accounts already carry the Sanand leasehold land as a right of use asset (DRHP p.130, DRHP p.468);

rent paid to Manish Bagadia, ₹0.89 million in FY26, is more than the ₹30,000 a month registered office lease (DRHP p.56, DRHP p.55); the capitalisation statement is headed March 31, 2025 but carries March 2026 figures (DRHP p.434); and Karuna Bagadia's date of birth is September 13, 1974 in one place and 23/09/1974 in another (DRHP p.327, DRHP p.349).

21Five questions for management

1. What volume of modules, in MW, was traded in FY24, FY25 and FY26, and at what average price per watt?
2. What gross margin does each vertical earn, and how much of FY26 profit came from trading against EPC?
3. What do the channel partner agreements pay the company per module, and what share of FY26 module purchases was at the minimum operating price?
4. What annual output, in MWh, does the 1,000 MWh Sanand facility need to cover its own depreciation and interest, and how much of it is backed by orders today?
5. Which customer projects make up the ₹1,143.15 million EPC order book at August 31, 2026, and what share is outside Gujarat?

1Sources and cited facts

This study was read from 1 document the company filed. The 149 figures it cites are listed under the document each came from, with the page and the sentence as printed.