Pentacle Consultants (I) Limited IPO

01At a glance

What the company does: an infrastructure consultancy that prepares feasibility studies and detailed project reports, designs roads, bridges and buildings, and supervises construction for the owner, across India and the UAE (DRHP p.227, AP p.3).

Who pays it: government bodies such as Maharashtra State Road Development Corporation (MSRDC), Brihanmumbai Municipal Corporation (BMC) and Jawaharlal Nehru Port Authority (JNPA), and private developers including BNW Developments and NIFCO in the UAE (DRHP p.264). Government and public sector clients were 99.25% of FY24 revenue and 30.64% of FY26 revenue (DRHP p.37).

Why it is raising money: ₹22.2 crore of the fresh issue goes to buying more of Segmental Infrastructure Development Limited (SIDL), a Gurgaon engineering consultancy, and ₹19.9 crore to working capital in FY28 and FY29 (DRHP p.116, DRHP p.117). ₹6.5 crore repays borrowings, and an unstated balance goes to unidentified acquisitions and general corporate purposes (DRHP p.117).

How fast it has grown: revenue from ₹30.3 crore in FY24 to ₹91.7 crore in FY26, about 74.0% a year, and profit after tax from ₹2.9 crore to ₹28.9 crore, about 215.9% a year (our arithmetic, DRHP p.87).

The one thing to understand: the growth of the last two years came largely from a new UAE subsidiary and from private clients. Projects in the UAE, all through Pentacle Engineering Services LLC, went from nil in FY24 to 37.48% of FY26 revenue, and that subsidiary earned ₹9.1 crore of profit after tax in FY26 (DRHP p.39, DRHP p.291). The promoter who ran the company, Mahendra Pundalik More, has moved to the UAE and is now a non-executive chairman overseeing that subsidiary (DRHP p.295).

02The business, in plain words

What Pentacle Consultants (I) does

Before a road, sea link, school or port is built, its owner needs someone to study whether it should be built, draw it, estimate its cost, help pick a contractor and then watch the contractor on the owner's behalf. Pentacle Consultants (I) sells that work. It does not build anything and owns no machinery; surveys and tests are done by sub-consultants it hires (DRHP p.265).

Government agency or private developer → buys a study, a design, or a project management and supervision contract → the company's engineers in Mumbai and at site offices, plus subcontracted specialists, do the work → it is paid fees against milestones, often after the client certifies each stage (DRHP p.129, DRHP p.264).

The company sorts its work into four services: studies and planning, design engineering, project and programme management, and specialised services (DRHP p.228). Project and programme management, which means supervising projects for the owner, was 74.39% of FY26 revenue, up from 58.09% in FY24 (DRHP p.229). It names past work on the Nagpur to Mumbai Samruddhi Mahamarg expressway, the Versova to Bandra Sea Link, the Pune Ring Road and the Greenfield Konkan Expressway (DRHP p.228). The National Highways Authority of India ranked it third of 56 detailed project report consultants, with a rating of 79.67, in June 2026 (DRHP p.227).

Since 2024 it has also worked in Dubai through a wholly owned subsidiary, Pentacle Engineering Services LLC, for residential and tower developers, and it has a 51% owned UK subsidiary with no revenue (DRHP p.233, DRHP p.290). It had 28 ongoing and 35 completed projects (DRHP p.227) and 43 full-time employees on a standalone basis at June 30, 2026 (DRHP p.268).

Earnings equation: Revenue = number of assignments × fee per assignment × share of each assignment's work completed in the year. The document gives total fees for its top projects and an order book, but not the number of assignments billed in each year or average fees, so the equation cannot be filled in from the filing.

03Where the money comes from

Source: DRHP p.229, converted from ₹ million. By sector, social and community infrastructure (buildings) rose from 11.31% of revenue in FY24 to 51.39% in FY26, while transportation fell from 80.97% to 36.14% (DRHP p.230). By client, the private sector went from 0.75% of revenue in FY24 to 69.36% in FY26, which the company attributes to UAE projects (DRHP p.38). By place, the UAE was 28.08% of FY25 and 37.48% of FY26 revenue, and Maharashtra 99.31%, 69.54% and 50.05% of revenue in the three years (DRHP p.39).

Pentacle Consultants (I) customers: how concentrated the revenue is

Source: DRHP p.52, AP p.3. Revenue depends on a few customers: ten customers took 96.32% of FY26 revenue and five took 81.39% (DRHP p.52). The company does not name them, calling the information commercially sensitive, and says the percentages are on a gross basis (DRHP p.52). Read from the filing: the FY25 largest-customer figure, ₹16.9 crore, is the same number as FY25 revenue from projects in the UAE (DRHP p.52, DRHP p.39).

04The growth record

Pentacle Consultants (I) financials: revenue, profit and margins

Source: DRHP p.87, DRHP p.88, DRHP p.140, AP p.6, converted from ₹ million. In rupees, revenue went from ₹30.3 crore in FY24 to ₹91.7 crore in FY26 and profit after tax from ₹2.9 crore to ₹28.9 crore (DRHP p.87).

Our arithmetic over FY24 to FY26: revenue grew about 74.0% a year (our arithmetic, DRHP p.87), EBITDA about 140.6% a year (our arithmetic, DRHP p.140) and profit after tax about 215.9% a year (our arithmetic, DRHP p.87). EBITDA margin moved from 18.9% to 36.0%, up 1,719 basis points (DRHP p.140). The company's own CAGR figures are 74.04% for revenue and 215.94% for profit (DRHP p.230). Year by year, revenue rose 98.88% in FY25 and 52.30% in FY26 (DRHP p.432, DRHP p.430).

Operating cash flow turned to an outflow of ₹9.3 crore in FY26, written −₹9.3 crore, after inflows of ₹5.8 crore in FY24 and ₹2.6 crore in FY25 (DRHP p.88). The company explains the outflow by funds placed in short-term loans and advances and other financial assets, and tax paid (DRHP p.54). Other income of ₹6.49 crore was 18.0% of FY26 profit before tax of ₹36.1 crore (our arithmetic, DRHP p.87).

Net debt was about 0.3× FY26 EBITDA (our arithmetic, DRHP p.85, DRHP p.140), and debt to equity 0.24, about 0.2× (DRHP p.140). Return on capital employed was 33.6% in FY26 (DRHP p.140). Contingent liabilities at March 31, 2026 were ₹14.3 crore, mostly ₹12.4 crore of bank guarantees (DRHP p.90). Working-capital days, on a standalone basis, were 59 in FY26 (DRHP p.140).

Short-term loans and advances given stood at ₹14.6 crore at March 31, 2026, against ₹2.1 crore a year earlier (DRHP p.85).

Two notes under the table. EBITDA for FY26 is ₹33.1 crore in the key indicators and ₹33.4 crore in the abridged prospectus (DRHP p.140, AP p.6); this study uses the first. In restating FY25 the company removed a commercial property owned by a director, with its depreciation and the director's borrowing against it, which had been booked as the company's own (DRHP p.344). The year end is March 31 throughout (DRHP p.37).

05What the growth is made of

Revenue rose ₹61.5 crore from FY24 to FY26 (our arithmetic, DRHP p.230). By sector, social and community infrastructure (buildings) added ₹43.7 crore, special projects ₹11.1 crore and transportation ₹8.6 crore, while marine and ports fell ₹2.0 crore (our arithmetic, DRHP p.230). By place, the UAE added ₹34.4 crore from nothing, and India ₹27.1 crore (our arithmetic, DRHP p.39). So more than half of the increase came from the UAE.

The document does not give the number of assignments billed, fees per assignment or hours worked, so the increase cannot be separated into more work and higher fees. That is the finding. Its operating indicators move in different directions: lane kilometres of roads designed or supervised were 6,921 in FY24 and 4,309 in FY26, and the area planned rose from 8,20,335 to 22,27,487 square feet (DRHP p.141).

Part of the FY26 profit is one-off. Other income rose from ₹0.90 crore to ₹6.49 crore and included a ₹3.81 crore gain on selling property, plant and equipment and a ₹1.17 crore foreign exchange gain (DRHP p.361). Subcontracting costs grew faster than revenue, from ₹4.6 crore in FY24 to ₹25.5 crore in FY26, 27.78% of FY26 revenue, of which ₹10.2 crore was services bought from the UAE (DRHP p.46, DRHP p.431).

06Earnings quality

The item that needs explaining is cash. Three years of profit, ₹42.3 crore, produced almost no operating cash (our arithmetic, DRHP p.88). In FY26 the working capital lines absorbed ₹38.2 crore, including ₹14.9 crore into other financial assets and ₹12.6 crore into short-term loans and advances (DRHP p.88). The loans note shows ₹14.4 crore of "loans to others" at March 31, 2026, against ₹1.2 crore a year earlier, repayable on demand; it names Bengal Tigers Capital Advisors LLP for ₹0.78 crore and Palsmith Advisors Private Limited for ₹0.08 crore, and does not name the rest (DRHP p.351).

Bad debts of ₹2.05 crore were written off in FY25 (DRHP p.55). Retention money held back by clients rose from ₹2.52 crore to ₹3.77 crore (DRHP p.50). The company also says it left two joint operations out of its audited consolidated accounts for some years and has added them in the restated figures (DRHP p.46).

07The balance sheet

At March 31, 2026 total assets were ₹115.4 crore: trade receivables ₹28.5 crore, other current financial assets ₹26.0 crore, short-term loans and advances ₹14.6 crore, other current assets ₹11.4 crore, capital work in progress ₹8.25 crore, property, plant and equipment ₹7.9 crore, cash ₹6.9 crore and goodwill ₹4.0 crore (DRHP p.85). Against that: borrowings ₹18.4 crore, trade payables ₹14.4 crore, other current liabilities ₹5.1 crore and total equity ₹75.1 crore (DRHP p.85, DRHP p.86).

Borrowings of ₹18.4 crore were made up of the company's ₹10.6 crore (car loans, a Godrej Finance loan against property and ICICI Bank overdrafts) and the UAE subsidiary's ₹7.8 crore of RBL Bank loans against property (DRHP p.442, DRHP p.443). Car loans include a ₹1.6 crore loan for a Mercedes-Benz GLS sanctioned in March 2026 (DRHP p.445). The promoters Mahendra Pundalik More and Pallavi Mahendra More guarantee the loans personally, and a flat in Worli in their names is security for the ICICI Bank facilities (DRHP p.71, DRHP p.447). Bank guarantees outstanding were ₹12.4 crore, most to MSRDC and the Mumbai Metropolitan Region Development Authority (DRHP p.49).

Source: DRHP p.85, DRHP p.117, our arithmetic. The after-issue figure assumes the full ₹6.5 crore is applied to the March 2026 balance and nothing else changes; the company says it may repay loans other than those listed (DRHP p.123). Net worth after the issue cannot be stated because the price and expenses are blank (DRHP p.103, DRHP p.136).

08What the money is for

Pentacle Consultants (I) IPO objects: what the money is for

Source: DRHP p.116, DRHP p.117; the percentages are our arithmetic on the ₹106.7 crore fresh issue (DRHP p.82).

SIDL: the company agreed on August 11 and September 10, 2026 to take 51.32% of Segmental Infrastructure Development Limited for ₹37.5 crore in all (DRHP p.121). The first part is done: it received 33,50,000 SIDL shares from SIDL's promoters on September 19, 2026 for 16,82,363 of its own shares at ₹91 each, worth ₹15.3 crore (DRHP p.120, DRHP p.105).

The issue money pays ₹6.9 crore for 15,00,000 more SIDL shares from its promoters and ₹15.3 crore to subscribe to 33,50,000 new SIDL shares at ₹45.70 each (DRHP p.120, DRHP p.122). SIDL reported total income of ₹93.3 crore and profit after tax of ₹5.7 crore in FY26 (DRHP p.120). The valuation was by CA Vaibhav Mandhana, by comparable transactions and discounted cash flow (DRHP p.121).

Debt: up to ₹6.5 crore against ₹7.3 crore of secured borrowings outstanding at August 31, 2026, ICICI Bank overdrafts and a Godrej Finance loan at 9.00% to 9.75%, in FY27 (DRHP p.117, DRHP p.123, DRHP p.124, DRHP p.126).

Working capital: ₹10.0 crore in FY28 and ₹9.9 crore in FY29, on projected receivable days of 140 and payable days of 45 (DRHP p.131).

The rest: unidentified acquisitions and general corporate purposes, together capped at 35% of gross proceeds and each at 25%; the company has engaged x10 Ventures, LLC, a United States firm, to find acquisition targets (DRHP p.133). The objects have not been appraised by a bank (DRHP p.137).

Into the business up to ₹106.7 crore, the fresh issue, before expenses (DRHP p.82). To the selling shareholder 21,25,000 shares, 4.88% of the present share count; the rupee amount depends on the price, which is not set (DRHP p.82, our arithmetic).

09Who is selling

Pentacle Consultants (I) IPO offer for sale: who is selling

Source: DRHP p.82 for the offered shares, DRHP p.113 for the holding; the percentage is our arithmetic. The offer for sale is up to 21,25,000 shares by one selling shareholder, alongside a fresh issue of up to ₹106.7 crore (DRHP p.82). Pallavi Mahendra More's weighted average cost of acquisition is ₹0.03 a share, as certified (DRHP p.110). The document states that Pallavi Mahendra More is the spouse of Mahendra Pundalik More (DRHP p.315). Offer expenses are shared with the selling shareholder in proportion to shares sold (DRHP p.136).

10Promoters

The document names three promoters, all individuals: Pallavi Mahendra More, who holds 41.30%, Mahendra Pundalik More, 29.38%, and Ganesh Pundalik More, 0.11%, together 70.79% (DRHP p.113, DRHP p.313). It states that Mahendra Pundalik More and Ganesh Pundalik More are brothers (DRHP p.296).

Mahendra Pundalik More, aged 48, a civil engineer with an MBA from the University of Oxford, has run the company since 2006 and was Managing Director until March 2026; after moving to the UAE, Mahendra Pundalik More became non-executive Chairman and oversees the UAE subsidiary (DRHP p.292, DRHP p.295). Pallavi Mahendra More, aged 44, was an executive director and left the board in May 2026 (DRHP p.313, DRHP p.299). Ganesh Pundalik More, aged 47, has been a non-executive director since June 2025 (DRHP p.295). The company is now run by Avadhut Shridhar Kshirsagar, Managing Director from August 2026, who is not a promoter (DRHP p.295, DRHP p.297).

Pay: director remuneration to Mahendra Pundalik More was ₹2.50 crore in FY24 and ₹3.83 crore in FY26, and to Pallavi Mahendra More ₹0.75 crore and ₹0.80 crore (DRHP p.93). Together that is about ₹3.3 crore in FY24 and ₹4.6 crore in FY26 (our arithmetic, DRHP p.93). The FY26 payment to Mahendra Pundalik More, ₹3.8 crore, came from the UAE subsidiary (DRHP p.298).

Other businesses: the promoter group includes Pentacle Engineers LLP, 75% owned by Ganesh Pundalik More and 25% by Niyati More, which offers similar consultancy services; the company has a 2017 non-compete agreement with it that does not stop it doing similar work (DRHP p.70). It received ₹1.1 crore of professional fees from the company in FY26 (DRHP p.92). Other group entities are mostly real estate LLPs (DRHP p.316).

Pledges and guarantees: none of the promoters' shares are pledged (DRHP p.107). Mahendra Pundalik More and Pallavi Mahendra More personally guarantee the company's bank and finance company loans (DRHP p.288).

Cases and compliance: the Income Tax Department has filed a criminal complaint against the company, Mahendra Pundalik More and Ganesh Pundalik More for depositing ₹2.8 crore of FY23 tax deducted at source two to nine months late (DRHP p.449). Pallavi Mahendra More's director identification number was disqualified from November 2016 to November 2021, during which Pallavi Mahendra More signed the company's FY17 and FY18 accounts; a compounding application was filed on September 25, 2026 (DRHP p.42). The summary counts against the promoters 2 criminal and 6 tax matters (DRHP p.58). There has been no SEBI or stock exchange action against them in five years (DRHP p.451).

Promoter economics: Mahendra Pundalik More and Pallavi Mahendra More subscribed or bought their original shares at ₹10 between 2006 and 2008 (DRHP p.106, DRHP p.107). In March 2025 Mahendra Pundalik More sold 16,500 shares at ₹4,000 each to six buyers, including Tejal Anil Diggikar, now a director, and Sumeet Chadgal (our arithmetic, DRHP p.106). On September 1, 2026 every shareholder received 370 bonus shares for each share held, which is how the promoters came to hold 3,08,39,375 shares (DRHP p.104, DRHP p.107). Weighted average cost of acquisition is ₹0.04 a share for Mahendra Pundalik More and ₹0.03 for Pallavi Mahendra More (DRHP p.110).

11Who already owns it

Pentacle Consultants (I) promoter holding before and after the IPO

Source: DRHP p.113, AP p.5; the grouped rows are our arithmetic from the 4,35,66,408 shares outstanding (DRHP p.82). Promoters hold 70.79% and the promoter group 0.32% (AP p.5). The company has 19 shareholders (DRHP p.114). The holding after the issue is blank until the price fixes the share count (AP p.5).

Brightful Commercial Private Limited holds 6.95%, about 7.0%, before the issue and is the only company outside the promoter group with 1% or more (DRHP p.113). It came in on November 3, 2025, when the company allotted 11,205 shares at ₹4,041 each to Brightful Commercial Private Limited, Shilpa Malik and Swati Sanjay Khandare, ₹4.5 crore in all (DRHP p.104, DRHP p.145).

On August 13, 2026 the company allotted 1,690 shares at ₹27,170 each to Vishal Tilakraj Malik (DRHP p.104). Ajay Kumar Mishra, 2.32%, and Ashish Paul, 0.97%, received their shares in the SIDL share swap at ₹91 a share (DRHP p.105, AP p.5). Ajay Kumar Mishra is the largest shareholder of SIDL with 41.20% (DRHP p.120).

12What changed just before the IPO

• Revenue and profit: revenue went from ₹30.3 crore in FY24 to ₹91.7 crore in FY26 and profit after tax from ₹2.9 crore to ₹28.9 crore (DRHP p.87).
• A new country: the Dubai subsidiary, incorporated June 24, 2024, produced 28.08% of FY25 and 37.48% of FY26 revenue (DRHP p.290, DRHP p.39).
• Client mix turned over: government and public sector share of revenue fell from 99.25% in FY24 to 30.64% in FY26 (DRHP p.37).
• Receivable days lengthened from 129 in FY24 to 137 in FY26, standalone (DRHP p.140).
• Promoter pay rose from about ₹3.3 crore in FY24 to about ₹4.6 crore in FY26 (our arithmetic, DRHP p.93).
• Promoter sold shares: 16,500 shares at ₹4,000 each in March 2025 (DRHP p.106).
• Pre-IPO placements: 11,205 shares at ₹4,041 a share in November 2025 (DRHP p.104), and 1,690 shares at ₹27,170 a share in August 2026 (DRHP p.104).
• Bonus issue: 370 for 1, allotted September 1, 2026, 4,17,71,150 shares (DRHP p.104).
• Last allotment before the IPO: 16,82,363 shares at ₹91 a share on September 19, 2026, in exchange for SIDL shares, not cash (DRHP p.105).
• Auditor change: Shinde Nayak & Associates resigned on September 5, 2025 citing pre-occupation, and Jain Vinay & Associates was appointed on September 30, 2025 (DRHP p.98).
• The company became public: converted from a private company with a fresh certificate dated July 30, 2026 (DRHP p.3).
• Management changed: Mahendra Pundalik More stepped down as Managing Director in March 2026 and moved to the UAE; Avadhut Shridhar Kshirsagar became Managing Director in August 2026; Pallavi Mahendra More left the board in May 2026; four independent directors joined on June 29, 2026 (DRHP p.295, DRHP p.299).
• Debt rose from ₹5.9 crore at March 2025 to ₹18.4 crore at March 2026 (DRHP p.85).
• Loans given out rose: short-term loans and advances from ₹2.1 crore to ₹14.6 crore in FY26 (DRHP p.85).
• Group changes: an investment in SIDL, now an associate at 26.53%, in September 2026, and the divestment of Astra Homes Private Limited in 2026 (DRHP p.288, DRHP p.286).
• Compliance clean-up: compounding applications filed on September 25, 2026 for the interest-free loans of ₹0.25 crore to Niyati More, repaid November 4, 2025, and for the director disqualification (DRHP p.43, DRHP p.42).
• No share split is shown in the capital history (DRHP p.103, DRHP p.104).

13Capacity and expansion

The company states that it has no installed capacity in the manufacturing sense, so capacity and utilisation are not applicable (DRHP p.267). Its capacity is its people: 43 full-time employees on a standalone basis at June 30, 2026, 19 of them in design and engineering, plus contract staff and sub-consultants (DRHP p.268, DRHP p.269). Permanent employees on a consolidated basis were 35, 52 and 63 at the three year ends (DRHP p.65).

Source: DRHP p.237, DRHP p.65. None of the issue money buys equipment or offices. The expansion the issue funds is by acquisition: a majority stake in SIDL, which the company says has 18 ongoing projects with an order book of about ₹176.7 crore (DRHP p.234), and further unnamed acquisitions (DRHP p.133). The document gives different order book figures for the company itself: ₹156.3 crore at March 31, 2026 in a certified table, ₹246.8 crore "as of the date" of the draft, and, in the commissioned industry report, ₹419.0 crore for FY26 and ₹423.4 crore at September 16, 2026 (DRHP p.237, DRHP p.228, DRHP p.224).

14Market size and industry structure

Pentacle Consultants (I) industry: market size and growth

As claimed: the industry chapter reproduces "Industry Research Report on the Infrastructure Consultancy Sector", dated September 25, 2026, by CARE Analytics and Advisory Private Limited, commissioned and paid for by the company for the offer (DRHP p.155). That commissioned report puts India's infrastructure consultancy market at USD 2,543 million in CY25, up from USD 1,660 million in CY21, a CAGR of 11.3% (DRHP p.175).

In rupees it gives ₹22,170.5 crore, about ₹22,170.5 crore, for CY25 (DRHP p.179). It puts the global market at USD 40,171 million in CY25 and the UAE market at USD 367 million (DRHP p.174). Its first sixteen pages cover the world and Indian economies and infrastructure spending in general (DRHP p.155 to DRHP p.170).

The part that is addressable: infrastructure consultancy in India, mainly roads, bridges, sea links and public buildings in Maharashtra, plus project management for private developers in Dubai (DRHP p.230, DRHP p.39). The commissioned report sizes the closest Indian slices: transportation consultancy at ₹8,166.9 crore in CY25, of which roads ₹3,967.6 crore, and project management consultancy at ₹5,103.7 crore (DRHP p.183, DRHP p.179). It does not size Maharashtra.

What the company is today: FY26 revenue from Indian projects of ₹57.4 crore (DRHP p.39). Against the commissioned report's India figure, that is about 0.26% of the market, though the report's year is the calendar year and the company's ends in March (our arithmetic, DRHP p.39, DRHP p.179). UAE revenue was ₹34.4 crore against a UAE market given in US dollars; no share is computed here (DRHP p.39, DRHP p.174).

Size over time: the commissioned report gives the Indian market as USD 1,847 million in CY22, USD 2,055 million in CY23 and USD 2,287 million in CY24 (DRHP p.174). CARE projects USD 5,479 million by CY31, a CAGR of 13.6%, and in rupees ₹50,916.2 crore by CY31 (DRHP p.175, DRHP p.179). For the UAE it projects USD 543 million by CY31, a CAGR of 6.7% (DRHP p.174). The wider Indian infrastructure market it puts at ₹35,091 billion in CY25 (DRHP p.167).

Segments: by service the report splits CY25 into design and engineering ₹6,744.3 crore, project management ₹5,103.7 crore, strategy and planning ₹3,748.9 crore, financial advisory ₹2,748.2 crore, risk and compliance ₹2,302.4 crore and others ₹1,523.1 crore (DRHP p.179). By application, transportation is the largest at ₹8,166.9 crore, then energy and power ₹5,326.1 crore and urban infrastructure ₹4,526.5 crore (DRHP p.181). Public sector projects were ₹13,203.4 crore and private ₹5,712.2 crore, with the public share put at nearly 60% (DRHP p.185, DRHP p.184). The company sells mainly project management and design engineering, in transportation and in buildings (DRHP p.229, DRHP p.230).

What drives demand: the report names government capital spending, with budget allocation to key infrastructure sectors rising from ₹1.44 trillion in FY20 to an estimated ₹6.2 trillion in FY27 (DRHP p.168); REITs and InvITs; the 500 GW non-fossil power target; data centres; and ESG reporting (DRHP p.189). For roads it notes that consultants such as the Independent Engineer and Authority Engineer are built into every highway contract (DRHP p.196). In the UAE it names Vision 2031, the national rail network and urban mobility (DRHP p.174).

Structure: the company describes the industry as competitive and fragmented, with large, mid-sized and regional players, competing on technical capability, past performance and price (DRHP p.266). The report says port consultancy has higher entry barriers because many assignments are open only to pre-qualified or empanelled consultants (DRHP p.207). The competitors it names are Dhruv Consultancy Services Ltd and Aarvee Engineering Consultants Limited (DRHP p.223).

Inputs and trade: the input is people. The report calls the sector low in capital expenditure and names a shortage of specialised talent as a key challenge (DRHP p.172, DRHP p.190). The company bought ₹10.7 crore of imported services in FY26, mostly from the UAE (DRHP p.431).

Rules: government consultancy is bought under the General Financial Rules 2017, usually by quality and cost based selection with technical weight capped at 80%, and under Central Vigilance Commission guidelines (DRHP p.190). Projects also need environmental clearance and follow the land acquisition law, which shape timelines (DRHP p.190). In the UAE consultants must meet local licensing rules (DRHP p.175).

What the chapter says can go wrong: fee pressure and lower margins in competitive government bidding, talent shortages, and delays from approvals and many stakeholders (DRHP p.190). In India, financing and land acquisition delays (DRHP p.175). National highway awards have slowed since FY24, which the report links to the 2024 elections and a pause in Bharatmala awards (DRHP p.196). For the company it names concentration in Maharashtra and the UAE and delayed payments by government clients (DRHP p.220, DRHP p.221).

15Competitive position

Pentacle Consultants (I) competitors

Source: DRHP p.143 for the company and Aarvee, DRHP p.224 and DRHP p.225 for Dhruv, converted from ₹ million. Dhruv's FY26 figures, from the commissioned report, show a loss (DRHP p.225). Borrowings in rupees are not given for the competitors.

What the company puts forward: experience on large Maharashtra projects, repeat work for MSRDC, BMC and JNPA, a third-place NHAI ranking for detailed project reports, digital tools such as 5D building information modelling, and its order book (DRHP p.236, DRHP p.227, DRHP p.139). Against that: ten customers are 96.32% of revenue, a single UAE subsidiary carries the overseas business, 87.53% of FY26 revenue is from transportation and buildings, and the commissioned report says government bidding pressures fees (DRHP p.52, DRHP p.39, DRHP p.41, DRHP p.190).

16Peers the company named

Peers named in the offer document: none listed. The company says there are no listed entities of comparable size and business model in India or abroad, and compares its KPIs with Aarvee Engineering Consultants Limited (DRHP p.139, DRHP p.143). The commissioned report adds Dhruv Consultancy Services Ltd (DRHP p.223).

Aarvee does design, engineering and supervision across infrastructure; its FY26 revenue is about 7.4 times the company's and its PAT margin about a sixth (our arithmetic, DRHP p.143). Dhruv is about half the company's size by revenue and reported a loss in FY26 (DRHP p.224, DRHP p.225). The two sources disagree on Aarvee: FY26 EBITDA is ₹83.1 crore in the comparison table and ₹78.1 crore in the report (DRHP p.143, DRHP p.224). The company's FY26 basic EPS is ₹7.32 (DRHP p.139). With no price band, no P/E can be stated.

17Risks, in plain words

Pentacle Consultants (I) IPO risks

The draft lists 86 risk factors (DRHP p.37 to DRHP p.81). The ones that carry a number:

Customers: ten customers were 96.32% of FY26 revenue (DRHP p.52) → losing one large assignment would show at once in revenue → the largest single customer was 24.63% (DRHP p.52).

One subsidiary, one country: the UAE subsidiary produced 37.48% of FY26 revenue (DRHP p.40) → the UAE business is overseen by a promoter who has moved there (DRHP p.269, DRHP p.295) → the subsidiary's ₹9.1 crore profit was about 31.7% of consolidated FY26 profit (our arithmetic, DRHP p.291, DRHP p.87).

Geography at home: Maharashtra was 50.05% of FY26 revenue (DRHP p.39) → state spending decisions matter directly → it was 99.31% in FY24 (DRHP p.39).

Cash and receivables: operating cash flow was −₹9.3 crore in FY26 (DRHP p.54) → growth is being funded by receivables and loans given out → receivable days were 137 (DRHP p.140) and short-term loans and advances ₹14.6 crore (DRHP p.85).

Subcontractors: subcontracting cost was 27.78% of FY26 revenue (DRHP p.46) → the company is answerable to clients for subcontractors' work → it was 15.30% in FY24 (DRHP p.46).

Regulation and governance: a promoter's directorship was disqualified for five years while accounts were signed (DRHP p.42), loans to a director's relative breached the Companies Act (DRHP p.43), joint operations were left out of audited consolidated accounts (DRHP p.46), the company has no dedicated data backup or disaster recovery (DRHP p.66), and statutory dues were paid late, TDS on salary by up to 364 days in FY25 (DRHP p.59).

Contract terminations: the Versova to Bandra Sea Link client terminated a letter of acceptance in May 2023, and BMC barred the company from new work for a year in March 2025, an order the Bombay High Court set aside in July 2025 (DRHP p.45).

Issue-specific: the SIDL purchase needs conditions met and the IPO completed (DRHP p.62) → the balance for unidentified acquisitions and general purposes is blank (DRHP p.117) → shares were allotted at ₹91 in September 2026 and the promoters' average cost is ₹0.03 to ₹0.04 a share (DRHP p.105, DRHP p.110).

18Litigation and regulatory matters

Cases against Pentacle Consultants (I) and its promoters

Criminal: against the company and two promoters, the Income Tax Department's prosecution over FY23 TDS deposited late; next hearing October 22, 2026 (DRHP p.449). Against the company, a resident's complaint under the Indian Penal Code over the circulation of concerns about repair works at a building in Andheri (DRHP p.448, DRHP p.449). Filed by the company: a cheque dishonour case against Ravi Ajit Kulkarni for ₹1.0 crore, and, with Mahendra Pundalik More, a defamation complaint against two Twitter accounts (DRHP p.449, DRHP p.450). None against subsidiaries, other directors or key managers (DRHP p.450, DRHP p.452).

Regulatory: in August 2019 the Competition Commission of India found the company and two other bidders had colluded in a 2016 Pune Municipal Corporation tender and imposed a penalty of about ₹1.3 crore, holding the directors liable too; the company's appeal is pending (DRHP p.450). Compounding applications for the director disqualification and the Section 185 loans are pending (DRHP p.42, DRHP p.43).

Tax: the company has four direct tax matters of ₹0.19 crore and three indirect tax matters of ₹0.63 crore, including a GST order disputed at ₹0.43 crore; promoters have six direct tax matters of ₹0.38 crore; directors two of ₹0.02 crore (DRHP p.453). Civil: no material civil case against the company (DRHP p.449). Claims against the company not acknowledged as debt were ₹0.43 crore at March 2026 (DRHP p.90).

19Related-party transactions

Source: DRHP p.92, DRHP p.93, converted from ₹ million. Pentacle Cemosa and the 3TI arrangement are revenue sharing entities the company holds 95% and 98.20% of (DRHP p.91). The document states that Sharad More is a brother of Mahendra Pundalik More and that Niyati More is the spouse of Ganesh Pundalik More; Niyati More also received professional fees of ₹0.07 crore in FY26 (DRHP p.315, DRHP p.316, DRHP p.92).

What appeared or disappeared in the two years before filing: loans to Mahendra More of ₹0.15 crore and Pallavi More of ₹0.19 crore outstanding at March 2024 were nil by March 2025 (DRHP p.351); the ₹0.25 crore interest-free loans to Niyati More were repaid on November 4, 2025 (DRHP p.43); the UAE subsidiary began paying Mahendra Pundalik More's remuneration in FY26 (DRHP p.298); the company lent its UAE subsidiary ₹8.1 crore in FY25 and ₹7.0 crore in FY26, eliminated on consolidation (DRHP p.93); and new promoter group LLPs in real estate were formed from 2025 (DRHP p.92).

20What the offer document does not say

The names of the top ten customers are withheld (DRHP p.52). Fees per assignment, hours billed and margins by service or by country are not given, so growth cannot be split into volume and price. The terms of the UAE contracts with BNW and NIFCO are not given beyond fees (DRHP p.262). Who received ₹13.55 crore of the "loans to others" at March 2026, and on what terms, is not stated (DRHP p.351). SIDL's order book, margins and customers are not given beyond a fee total (DRHP p.234). The price band, offer expenses and the amount for acquisitions and general purposes are blank (DRHP p.117, DRHP p.136).

Some inconsistencies are recorded as document matters: the order book is ₹156.3 crore at March 2026, ₹246.8 crore at the date of the draft and ₹418.9 crore and ₹423.4 crore in the commissioned report (DRHP p.237, DRHP p.228, DRHP p.224); FY26 EBITDA is ₹33.1 crore in the KPIs and ₹33.4 crore in the abridged prospectus (DRHP p.140, AP p.6);

the ₹6.9 crore SIDL cash tranche is to come from the issue in the objects but from internal accruals in the management discussion (DRHP p.120, DRHP p.439); the promoter group holds 0.32% in one table and 0.33% in another (AP p.5, DRHP p.107); the FY24 customer percentages are on a gross revenue base (DRHP p.52);

the Maharashtra share is called a share of domestic revenue in the text but computed on total revenue in the table (DRHP p.39); the social and community and data centre consultancy markets are in "billion" in the text and million in the chart (DRHP p.182, DRHP p.181); and, on our arithmetic, the three named objects take 45.5% of the fresh issue while the remaining two heads may take up to 35% of gross proceeds

so offer expenses and the balance are not reconciled in the draft (our arithmetic, DRHP p.117).

21Five questions for management

1. Who are the borrowers behind the ₹13.6 crore of unnamed loans to others at March 31, 2026, at what interest rate, and how much has been repaid since?
2. How much of FY26 revenue and profit came from the BNW and NIFCO contracts, and what fees remain unbilled on them?
3. Which order book figure, ₹156.3 crore, ₹246.8 crore or ₹423.4 crore, is current, and what does each include?
4. What profit and order book has SIDL recorded since March 2026, and how was the ₹91 share swap price set against the ₹45.70 SIDL subscription price?
5. What share of the ₹25.5 crore of FY26 subcontracting went to related parties or to entities in the UAE, and why did it rise from 15.30% to 27.78% of revenue?

2Sources and cited facts

This study was read from 2 documents the company filed. The 175 figures it cites are listed under the document each came from, with the page and the sentence as printed.