Soleos Energy Limited IPO

01At a glance

What the company does: designs, builds and commissions solar power plants for other owners (solar EPC), which was 87.20% of FY26 revenue, and also does project development, operation and maintenance, sale of solar equipment and, from a 100 MWh pilot line, battery energy storage systems (DRHP p.37, DRHP p.290).

Who pays it: industrial and commercial power users and solar developers. The largest FY26 customer, Prabhu Solar Venture Private Limited, was 21.49% of revenue and is an associate of the company and a related party (DRHP p.31, DRHP p.94, DRHP p.330). The top ten customers were 75.09% of FY26 revenue (DRHP p.31).

Why it is raising money: ₹113.6 crore (₹11,360.03 lakh) for a 2.20 GWh battery energy storage manufacturing plant at Suraj, Mehsana, and ₹20.0 crore (₹2,000.00 lakh) to repay borrowings, with the rest for general corporate purposes (DRHP p.152). The rupee size of the fresh issue is not yet stated (DRHP p.82).

How fast it has grown: revenue from ₹93.9 crore in FY24 to ₹281.2 crore in FY26, about 73.0% a year, and profit after tax from ₹5.5 crore to ₹21.5 crore, about 97.8% a year (our arithmetic, DRHP p.87). Profit fell in FY26 from ₹24.8 crore in FY25 (DRHP p.87).

The one thing to understand: the growth has not turned into cash, and the order book rests on one related-party project. Operating cash flow was negative ₹68.5 crore in FY26 as trade receivables rose to ₹168.1 crore (DRHP p.88, DRHP p.43). Of the ₹1,593.8 crore unexecuted order book at August 31, 2026, ₹1,213.8 crore, or 76.16%, is a single project in the Democratic Republic of the Congo for Gujarat DRC SA (DRHP p.44), a former subsidiary that the document lists as a related party and a group company (DRHP p.452, DRHP p.380).

02The business, in plain words

A solar EPC company is the contractor that turns a customer's decision to go solar into a working power plant. It finds or helps secure land, designs the plant, buys modules, inverters, structures and cables, builds and connects it to the grid, and often maintains it afterwards (DRHP p.292).

A factory owner or a solar developer wants a ground-mounted or rooftop plant → Soleos designs it, buys the equipment from suppliers and hires subcontractors to install it → the plant is tested and commissioned → the customer pays in stages tied to milestones such as design, delivery of modules, installation and commissioning (DRHP p.42).

Ground-mounted projects were 99.40% of standalone EPC revenue in FY26, against 82.88% in FY24 (DRHP p.293). Third-party power purchase projects were 64.94% of FY26 EPC revenue, captive plants 21.20% and group captive plants 13.01% (DRHP p.294). The company commissioned 18 EPC projects of 38,811.50 kW in FY26 and contracted 25 projects of 4,06,172.76 kW, against 10 projects of 10,071.82 kW contracted in FY24 (DRHP p.291).

The company also owns 230 kW of operating solar plants in Gujarat and, through subsidiaries, is developing about 29 MW more (DRHP p.290). It invests equity in group captive projects, ₹3.6 crore in FY26 and ₹7.4 crore in FY25 (DRHP p.290). It runs a pilot battery storage line at Kubadthal, Ahmedabad, with 100 MWh of yearly capacity on a single shift (DRHP p.290). The company states that it and its promoters lack experience in battery manufacturing (DRHP p.35).

Earnings equation: Revenue ≈ projects executed × contract value recognised as work progresses, and Gross profit = revenue − materials − subcontracted installation − other project costs. Gross margin was 13.44% in FY24, 22.88% in FY25 and 21.23% in FY26 (DRHP p.179).

03Where the money comes from

Source: DRHP p.37, DRHP p.311. In FY26 Bihar was 20.43% of revenue and Madhya Pradesh 16.83%; outside India, Zimbabwe was 6.22% (DRHP p.311). In FY25 England was 14.40% and Uganda 4.24% (DRHP p.311).

Source: DRHP p.31, DRHP p.310. The company had 58 customers in FY24, 172 in FY25 and 506 in FY26 (DRHP p.31). Revenue depends on a few customers: ten of them were three-quarters of revenue in each of the three years, and the names change from year to year (DRHP p.32). Most top-ten customers are not named because they did not consent (DRHP p.31). The named ones are Prabhu Solar Venture Private Limited, Santosh Bai Goyal and Shree Ram Twistex Limited in FY26, and GRE Renew Enertech Limited, the largest customer in FY24 (DRHP p.31, DRHP p.32).

Related parties bought ₹61.5 crore from the company in FY26, 21.9% of revenue, almost all of it Prabhu Solar Venture Private Limited (our arithmetic, DRHP p.94). In FY24, related-party sales were ₹18.4 crore, 19.6% of revenue, to five solar partnership firms and Gokul Energy (our arithmetic, DRHP p.94).

04The growth record

Source: DRHP p.87, DRHP p.88, DRHP p.179, AP p.9. EBITDA excludes other income (DRHP p.179).

Revenue grew at about 73.0% a year from FY24 to FY26 and EBITDA at about 87.2% a year (our arithmetic, DRHP p.179). PAT grew at about 97.8% a year (our arithmetic, DRHP p.87). EBITDA margin moved up 155 basis points over the two years and PAT margin 179 basis points, but both fell in FY26 from the FY25 level (our arithmetic, DRHP p.179). In FY26 EBITDA fell 9.1% and PAT 13.5% on revenue that rose 26.74% (our arithmetic, DRHP p.87; DRHP p.179). Net worth rose mainly from share issues: ₹90.6 crore of securities premium came in during FY26 (DRHP p.88).

05What the growth is made of

FY24 to FY25: revenue rose ₹127.9 crore, of which solar product and equipment sales added ₹54.7 crore, EPC ₹41.3 crore and project development and consultancy ₹31.8 crore, the last two from a very small base (DRHP p.497). Commissioned EPC capacity went from 17,247.96 kW to 37,051.06 kW (DRHP p.497).

FY25 to FY26: EPC revenue rose 82.37% to ₹245.2 crore while product sales fell 75.68% and consultancy 34.57% (DRHP p.494). The company attributes the EPC rise to 18 projects of 38,811.50 kW commissioned in FY26 against 12 projects of 37,051.06 kW in FY25 (DRHP p.494). Read from the filing: commissioned capacity rose about 5% while EPC revenue rose 82%, so the year's revenue reflects work done on contracts in progress, including the 25 projects of 4,06,172.76 kW contracted in FY26, more than capacity handed over (DRHP p.291).

The offer document does not give EPC revenue per megawatt, contract-by-contract revenue or a price and volume split, so the increase cannot be separated into more megawatts and higher value per megawatt. Geographic spread changed: Bihar and Madhya Pradesh went from nothing in FY24 to 37.26% of FY26 revenue together (DRHP p.311).

06Earnings quality

The one that needs explaining is cash. Trade receivables went from ₹14.8 crore at March 2024 to ₹168.1 crore at March 2026, and the receivables turnover ratio fell from 6.36 to 1.67 (DRHP p.43). The company says negative operating cash flow came mainly from the rise in receivables and debtor days (DRHP p.38).

Of the March 2026 receivables, ₹48.7 crore was owed by Prabhu Solar Venture Private Limited, a related party, which is 28.9% of the total (our arithmetic, DRHP p.95, DRHP p.86). Provision for expected credit loss rose from ₹0.1 crore in FY25 to ₹4.3 crore in FY26 and bad debts from ₹0.5 crore to ₹1.5 crore (DRHP p.496). Commission and brokerage went from ₹0.4 crore to ₹5.0 crore (DRHP p.496).

FY26 other income of ₹5.7 crore included ₹2.9 crore of interest, ₹1.2 crore of foreign exchange gains and ₹1.3 crore of profit on sale of solar projects (DRHP p.494, DRHP p.495). Interest on late payment of statutory dues was ₹0.9 crore in FY26, up from ₹0.2 crore (DRHP p.495).

07The balance sheet

Source: DRHP p.86, DRHP p.502; the second column is our arithmetic on DRHP p.152 and assumes the whole ₹20.0 crore repays March 2026 debt. The fresh issue amount and offer expenses are not stated, so net worth after the issue cannot be computed.

Borrowings kept rising after the year end: ₹147.2 crore at August 31, 2026, of which ₹109.7 crore was working capital facilities, ₹21.6 crore term loans and ₹4.0 crore unsecured inter-corporate loans (DRHP p.43, DRHP p.502). Debt to equity was 0.51 at March 2026 (DRHP p.179). The four loans named for repayment had ₹75.0 crore outstanding at August 31, 2026, at rates from repo plus 3% to 13.00% (DRHP p.170).

Contingent liabilities were ₹8.5 crore at March 2026, almost all bank guarantees, one of ₹5.6 crore since released on July 20, 2026 (DRHP p.501, DRHP p.90). The company had lent ₹32.0 crore at March 2026, including ₹17.2 crore to Prabhu Solar Venture Private Limited and ₹8.4 crore to Soleos Finance Private Limited, a promoter group company (DRHP p.86, DRHP p.96). Of ₹69.6 crore of fixed assets and inventory at March 2026, ₹59.0 crore was uninsured (DRHP p.59). The promoters have personally guaranteed most bank lines, including ₹86.4 crore at HDFC Bank and ₹49.4 crore at Yes Bank (DRHP p.47, DRHP p.48).

08What the money is for

Source: DRHP p.152. The fresh issue is stated only as a share count, so the percentages cannot be computed.

Battery plant: total cost ₹119.3 crore, of which ₹5.7 crore comes from internal accruals; building and civil works ₹40.8 crore, plant and machinery ₹60.7 crore, utilities ₹12.1 crore and contingency ₹5.7 crore (DRHP p.155). The cost comes from a techno-economic report by Dun & Bradstreet dated September 28, 2026 and vendor quotations (DRHP p.152). No orders have been placed and nothing has been spent (DRHP p.155, DRHP p.168).

Commercial production is scheduled for April 2028 (DRHP p.167). The plant would make 261 kWh cabinets and 5 MWh containers from purchased lithium iron phosphate cells, with yearly capacity of 944.02 MWh and 1,259.89 MWh on two shifts (DRHP p.154, DRHP p.155). The land is leased for ten years from four people, two of whom are promoters Parth Rameshbhai Rangholia and Dhavalkumar Ghanshyam Jiyani (DRHP p.156).

Debt repayment: ₹20.0 crore against four facilities from HDFC Bank, Yes Bank and Ratnaafin Capital Private Limited (DRHP p.170).

Into the business: 1,10,00,000 new shares; the rupee amount is not yet stated (DRHP p.82). To selling shareholders: 90,00,000 existing shares, 78.9% of them from the five promoters (our arithmetic, DRHP p.82). The proceeds go to the sellers, not the company (DRHP p.151).

A pre-IPO placement of up to 20% of the fresh issue may be made before the red herring prospectus, and would reduce the fresh issue (DRHP p.82).

09Who is selling

Source: DRHP p.629, DRHP p.133, AP p.13; percentages are our arithmetic. The 14 others, as the document names them, are Chandan Garg 1,70,000, Anand Rajeshbhai Patel 60,000, Silver Turtle Ventures 75,000, Ankush Kedia 2,70,000, NG Family Trust 2,40,000, Dipti Jayantilal Panchal 2,00,000, Jainam Manharbhai Shah (HUF) 7,000, Nairit Rajiv Gala 54,000, Ravish Malav 9,000, Mayur Popatlal Gadda 10,000, Atul Bhimji Gohil 2,00,000, Komalay Investrade Private Limited 2,70,000, Nitinbhai Govindbhai Patel 1,63,400 and Meghdoot Leisure LLP 1,70,000 shares (DRHP p.629).

Their average cost is ₹0.26 to ₹0.74 a share for the promoters, ₹50.00 to ₹72.50 for most other sellers and ₹122.40 for Nitinbhai Govindbhai Patel (DRHP p.629).

10Promoters

The five promoters are Bhaveshkumar C Rathod, Chairman and Managing Director, aged 37; Dhavalkumar Ghanshyambhai Jiyani, Whole-time Director, aged 37; Parth R Rangholia, Whole-time Director, aged 35; Aniket Rangholia, Chief Project Officer, aged 31; and Vipul Rathod, Chief Sales Officer, aged 32 (DRHP p.373, DRHP p.374, DRHP p.298). The document states that Vipul Rathod is the brother of Bhaveshkumar C Rathod and that Aniket Rangholia is the brother of Parth R Rangholia (DRHP p.377, DRHP p.378). Their solar industry experience is given as 13, 5, 13, 9 and 9 years respectively (DRHP p.298). The company began operations in 2017 (DRHP p.290).

Other businesses: Aniket Rangholia and Vipul Rathod are directors of a set of Atoz Solar Park and Advanced Re Park companies; Vipul Rathod is also a director of Prabhu Solar Venture Private Limited, the largest FY26 customer, and of Soleos Partners Private Limited (DRHP p.374). Promoter group companies include Soleos Finance Private Limited, IVY Capital LLP, Soleos Partners Private Limited and Soleos Africa Private Limited, and the partnership firm Gokul Energy (DRHP p.378).

Pay: director remuneration and salary to the five promoters was about ₹0.5 crore in FY24 and ₹1.8 crore in FY26; Bhaveshkumar C Rathod's rose from ₹12.00 lakh to ₹59.80 lakh (our arithmetic, DRHP p.94).

Pledges and guarantees: promoters have pledged 10.98% of the company's shares to Universal Trusteeship Services Limited as security for up to ₹30 crore of debentures issued by Soleos Partners Private Limited, a promoter group company; the pledge is to be released two days before the red herring prospectus is filed (our arithmetic, DRHP p.143; DRHP p.376).

Litigation and regulation: a 2024 FIR over two solar projects where used panels were installed in place of new ones led to a chargesheet and a criminal case against four promoters; the company settled with the complainant in April 2025, and the promoters have asked the Gujarat High Court to quash the case (DRHP p.513). A cheque complaint over an alleged ₹18.28 lakh loan is pending against Bhaveshkumar C Rathod (DRHP p.512).

SEBI refused the company's request to leave out Suresh Mahendrabhai Patel, father of the spouse of Bhaveshkumar C Rathod, from the promoter group, so the related disclosures rest on public information only (DRHP p.55). None of the promoters has promoted another listed company, as far as the pages read show.

Promoter economics: the promoters' shares come from the 2017 subscription at ₹10 a share, preference shares at ₹50 converted into equity in March 2024, the split of each ₹10 share into two and a 9:1 bonus (DRHP p.108, DRHP p.113, DRHP p.125). Their average cost after these steps is ₹0.26 to ₹0.74 a share (DRHP p.629). Outside investors paid ₹1,000 a ₹10 share in March to May 2024 and ₹2,448 a ₹10 share between August 2025 and January 2026, which is ₹50.00 and ₹122.40 a share after the split and bonus (DRHP p.108, DRHP p.184).

11Who already owns it

Source: DRHP p.133, DRHP p.143. Navinkumar Mahavirprasad Dalmia holds 1.47% and Kirtibhai Shantilal Patel 1.19%; the company had 136 shareholders (DRHP p.133). Shreesumna Trade LLP, India-Ahead Venture Fund, Madhuri Kela and Nabs Vriddhii LLP came in at ₹1,000 a ₹10 share in April 2024; GVFL Emerging Enterprise Venture Trust and Navin Dalmia at ₹2,448 a ₹10 share in November 2025 (DRHP p.109, DRHP p.112). GVFL holds rights under a November 2025 shareholders' agreement, including consent rights over related-party transactions and an exit right through repurchase or strategic sale if listing is not achieved by December 31, 2027; the agreement ends on listing (DRHP p.330, DRHP p.331).

After the issue, if the full 1,10,00,000 new shares are issued and there is no pre-IPO placement, there would be 5,56,12,880 shares, and the promoters' 1,99,48,400 shares would be about 35.9% of the company, or 40.3% with Soleos Partners Private Limited (our arithmetic, DRHP p.82, DRHP p.143).

12What changed just before the IPO

• Revenue tripled: ₹93.9 crore in FY24 to ₹281.2 crore in FY26, with EPC moving from Gujarat to Bihar, Madhya Pradesh and Zimbabwe (DRHP p.87, DRHP p.311).
• Receivables rose more than tenfold: ₹14.8 crore to ₹168.1 crore, and receivable days from 57 to 218 (DRHP p.43; our arithmetic, DRHP p.43).
• A related party became the largest customer: Prabhu Solar Venture Private Limited, an associate, was 21.49% of FY26 revenue with no sales in FY24 or FY25; the company also lent it ₹16.7 crore in FY26 and received ₹23.6 crore of customer advances from it (DRHP p.94, DRHP p.92, DRHP p.93).
• The order book jumped: ₹37.4 crore at March 2024, ₹53.1 crore at March 2025 and ₹1,632.8 crore at March 2026 (DRHP p.179), after a 2025 agreement for a 248 MW (DC) solar and 50 MW battery project in the Democratic Republic of the Congo (DRHP p.328). The client, Gujarat DRC SA, ceased to be a subsidiary on December 14, 2025 (DRHP p.452).
• Preference shares converted: 1,70,500 preference shares became 8,52,500 equity shares held by four promoters on March 16, 2024 (DRHP p.108).
• Private placements: ₹48.6 crore at ₹1,000 a ₹10 share in March to May 2024, and ₹96.0 crore at ₹2,448 a ₹10 share between August 2025 and January 2026, the last of these to Soleos Partners Private Limited on January 13, 2026 (DRHP p.108, DRHP p.110, DRHP p.113, DRHP p.184).
• Share split: ₹10 shares split into two of ₹5 each under resolutions of January 30 and 31, 2026 (DRHP p.113).
• Bonus issue: 9 bonus shares for every share held, 4,01,51,592 shares on February 23, 2026, the last allotment before the DRHP (DRHP p.113).
• The company became public: renamed Soleos Energy Private Limited in May 2025, then converted to a public company with a certificate dated February 25, 2026 (DRHP p.327).
• Auditor changed: STAP & Co. resigned on March 15, 2025 for not holding a peer review certificate; S N Shah & Associates filled the vacancy and was appointed for five years on November 29, 2025 (DRHP p.103, DRHP p.104).
• Battery business added: the main objects were amended on August 11, 2025 to include battery manufacturing (DRHP p.328).
• Promoter pay rose from about ₹0.5 crore in FY24 to ₹1.8 crore in FY26 (our arithmetic, DRHP p.94).
• Borrowing grew: ₹10.4 crore at March 2024 to ₹101.9 crore at March 2026 and ₹147.2 crore at August 2026 (DRHP p.43).
• Shares pledged: 10.98% of the company's shares were pledged by the promoters under an agreement of December 20, 2025 (our arithmetic, DRHP p.143; DRHP p.376).
• Filing lapses settled: penalties were paid for issuing private placement offer letters before filing resolutions, for five placements in 2024 to 2026, and unspent FY24 CSR of ₹3.99 lakh was paid on March 3, 2026 (DRHP p.52, DRHP p.53, DRHP p.54).

13Capacity and expansion

Source: DRHP p.290, DRHP p.155, DRHP p.167. The existing battery line is on an 11 month 29 day rental from August 30, 2026 at ₹1.00 lakh a month (DRHP p.57). The document gives no battery production, battery sales or utilisation figures, and battery systems do not appear as a separate line in the revenue table (DRHP p.37). The chain from 2.20 GWh of capacity to revenue would need orders, cell supply and utilisation, none of which the document quantifies. Battery cells are bought on purchase orders with no long-term supply agreements (DRHP p.61).

14Market size and industry structure

As claimed: the industry figures come from the Dun & Bradstreet "Industry Report on Solar Power Generation Sector (Global, Europe, Africa and India) Battery Energy Storage System" dated September 30, 2026, commissioned and paid for by the company (DRHP p.30). Per that commissioned report, India's installed solar capacity went from 41.24 GW in FY2021 to 150.26 GW in FY2026 (DRHP p.228), and the Indian battery storage market from USD 0.6 billion in FY2021 to USD 1.5 billion in FY2025, with a projection of about USD 6.7 billion by FY2030 (DRHP p.154). Those projections are the report's, and newboard has not tested them.

The part that is addressable: the company sells EPC services for ground-mounted and rooftop plants, mainly in Gujarat, Bihar and Madhya Pradesh, with projects in Zimbabwe, Uganda, England and Spain, and plans battery systems for its own projects and outside buyers (DRHP p.311, DRHP p.154). The commissioned report does not size the solar EPC market in the pages read.

What the company is today: ₹281.2 crore of revenue in FY26 and 100+ MW commissioned across 54 projects in three years (DRHP p.87, DRHP p.291).

Structure: the commissioned report describes solar EPC as highly competitive and execution-driven, with Sterling & Wilson Renewable Energy, Tata Power Solar and Larsen & Toubro leading large projects and aggressive bidding keeping margins under pressure (DRHP p.49). Domestic content rules require modules and, from June 1, 2026, cells from approved lists, with the cell requirement for net-metering and open access deferred to December 31, 2026 (DRHP p.49).

15Competitive position

Source: DRHP p.181. Net working capital days were 190 for Soleos against 78 to 150 for the four peers in FY26 (DRHP p.181).

Why customers would choose this company, by the document's account: one contractor for land, approvals, grid connection, construction and maintenance, and in future storage (DRHP p.295). It has filed two patent applications on solar tracker designs and holds three registered trademarks (DRHP p.66, DRHP p.65). The document does not give win rates, customer retention or repeat business, and states that its top ten customers change from year to year (DRHP p.32).

16Peers the company named

Peers named in the offer document: Solarworld Energy Solutions Limited, Zodiac Energy Limited, Oriana Power Limited and Bondada Engineering Limited (DRHP p.178).

All four are listed solar EPC companies with larger FY26 revenue: Zodiac Energy about 1.9 times Soleos, Solarworld about 4.9 times, Oriana Power about 6.5 times and Bondada Engineering about 10.1 times (our arithmetic, DRHP p.181). Soleos's FY26 EBITDA margin of 10.65% sat within the 10.26% to 11.49% of three peers, below Oriana Power's 21.95% (DRHP p.181). Soleos and Solarworld had negative FY26 operating cash flow, while Zodiac Energy, Oriana Power and Bondada Engineering had positive operating cash flow (DRHP p.181). What the peers trade at is left until a price band exists.

17Risks, in plain words

Order book: ₹1,213.8 crore of the ₹1,593.8 crore unexecuted order book is one project in the Democratic Republic of the Congo, where the company has not executed a project before (DRHP p.44, DRHP p.45) → the client is Gujarat DRC SA, a related party (DRHP p.94) → only ₹0.45 crore of its ₹1,214.3 crore value had been recognised as revenue by August 31, 2026 (DRHP p.44).

Cash and receivables: operating cash flow was negative in FY24, FY25 and FY26 (DRHP p.38) → receivables were ₹168.1 crore against FY26 revenue of ₹281.2 crore (DRHP p.43) → that is 218 days of revenue (our arithmetic, DRHP p.43).

Related parties: related-party transactions were ₹129.3 crore in FY26, 45.08% of total income (DRHP p.56) → the largest customer and the largest order book client are related parties (DRHP p.94) → ₹48.7 crore of receivables and ₹17.2 crore of loans were due from Prabhu Solar Venture Private Limited at March 2026 (DRHP p.95, DRHP p.96).

New business: the company and promoters lack battery manufacturing experience (DRHP p.35) → ₹113.6 crore of the proceeds goes to a battery plant with no orders placed (DRHP p.152, DRHP p.168) → commercial production is scheduled for April 2028 (DRHP p.167).

Customers: top ten customers were 75.09% of FY26 revenue (DRHP p.31) → the largest was 21.49% (DRHP p.31) → the top ten change from year to year (DRHP p.32).

Debt and guarantees: borrowings reached ₹147.2 crore at August 31, 2026 (DRHP p.43) → bank lines are backed by promoter personal guarantees (DRHP p.47) → promoters have also pledged 10.98% of the shares for a promoter group company's debentures (our arithmetic, DRHP p.143).

People: permanent staff attrition was 91.30% in FY24, 67.57% in FY25 and 34.85% in FY26 (DRHP p.46) → the company had 66 employees at August 31, 2026 (DRHP p.70).

Issue-specific: promoters' average cost is ₹0.26 to ₹0.74 a share (DRHP p.629) → shares were placed at ₹122.40 on an adjusted basis within the last 18 months (DRHP p.184) → the fresh issue amount, general corporate purposes amount and offer expenses are all blank (DRHP p.82, DRHP p.152).

18Litigation and regulatory matters

Criminal: none against the company or its subsidiaries (DRHP p.511, DRHP p.512).

The 2024 FIR at Gadhada, Botad, named Bhaveshkumar C Rathod, Parth R Rangholia, Aniket Rangholia and Vipul Rathod; the complainant had ordered two power projects, and after a price increase and the withdrawal of a subsidy, used panels were installed instead of new ones; a chargesheet followed in March 2025 and the company signed a settlement on April 2, 2025, but the complainant did not give the consent affidavit (DRHP p.513).

The summary table lists no criminal matters against the promoters and counts this one as brought by directors (DRHP p.61, DRHP p.514). The cheque complaint against Bhaveshkumar C Rathod is counted in the summary under directors other than promoters (DRHP p.61).

Tax: the company's two direct tax cases total ₹3.10 lakh and the promoters' five total ₹0.55 lakh (DRHP p.515). Regulatory: no actions by regulators against the company, directors or promoters (DRHP p.511, DRHP p.514). Compounding of Companies Act lapses has been completed with penalties paid, and two applications await orders (DRHP p.53, DRHP p.54). The Sanosh Enterprise amount is a claim, and the company says the panel warranty was issued by the co-defendant (DRHP p.511).

19Related-party transactions

Source: DRHP p.92 to DRHP p.95; the grouped totals are our arithmetic. Related-party transactions totalled ₹129.3 crore in FY26 (45.08% of total income), ₹16.4 crore in FY25 (7.24%) and ₹27.9 crore in FY24 (29.34%) (DRHP p.56). The totals mix sales, loans and advances.

What appeared or changed in the two years before filing: sales to Prabhu Solar Venture Private Limited, loans of ₹16.7 crore to it and ₹23.6 crore of advances from it, all in FY26 (DRHP p.92, DRHP p.93, DRHP p.94); loans to SIPL Gaya Solar Private Limited, SIPL Gaya Renewables Private Limited and Kinsol Power Zambia Limited in FY26 (DRHP p.92); consultancy income from Gujarat DRC SA and Karkadan Soleos Ltd, both former subsidiaries (DRHP p.94, DRHP p.452); a ₹3.8 crore advance to the partnership firm Gokul Energy (DRHP p.93); and borrowings from Gujarat Tarragona SL of ₹1.6 crore at March 2026 (DRHP p.97).

Sales to the Jay solar firms and Mahant Solar LLP fell from ₹18.0 crore in FY24 to ₹0.9 crore in FY26 (our arithmetic, DRHP p.94). The proposed battery plant land is leased partly from two promoters at ₹4.28 lakh a year (DRHP p.156).

20What the offer document does not say

Revenue per megawatt, contract values and margins by project are not given, so growth cannot be split into volume and price. Margins by segment are not given. Battery sales, production and utilisation at the pilot line are not given. The terms of the Gujarat DRC SA contract, its payment security and its financing are not given beyond the order value.

Why Gujarat DRC SA ceased to be a subsidiary in December 2025 is not explained in the pages read. Capital work in progress of ₹57.3 crore is not broken down by project in the pages read. Payable days are not given. Most top-ten customers and all top-ten suppliers are unnamed (DRHP p.31, DRHP p.33). The fresh issue amount, general corporate purposes, offer expenses and price band are blank.

Some inconsistencies are recorded as document matters, not business ones: the peer table gives the company's EPS as ₹7.14 against ₹5.23 for FY26 elsewhere (DRHP p.178, DRHP p.175); working capital days are 192, 107 and 94 in one place and net working capital days 190, 94 and 94 in another, on different definitions (DRHP p.42, DRHP p.179); FY24 revenue growth is 59.12% in one table and "N.A." in another (DRHP p.298, DRHP p.179);

EPC revenue by project type adds to ₹277.3 crore on a standalone basis against ₹245.2 crore consolidated (DRHP p.294, DRHP p.37); Silver Turtle Ventures is shown offering 75,000 shares in the offer tables and 1,00,000 shares in the abridged prospectus's cost table which counts shares held (DRHP p.83, AP p.13); one promoter's pledged shares are printed as "97,91,90" (DRHP p.143);

and the cheque complaint against Bhaveshkumar C Rathod, a promoter, is counted under directors other than promoters (DRHP p.61).

21Five questions for management

1. Who owns and finances Gujarat DRC SA, why did it stop being a subsidiary in December 2025, and how will the company be paid on the ₹1,214.3 crore contract?
2. How much of the ₹168.1 crore of March 2026 receivables had been collected by August 2026, and how much of it is from related parties beyond Prabhu Solar Venture Private Limited?
3. Who else owns Prabhu Solar Venture Private Limited, what project did the ₹60.4 crore of FY26 sales relate to, and on what terms were the ₹16.7 crore of loans made to it?
4. What battery revenue and volume did the pilot line produce in FY26, and what utilisation does the 2.20 GWh plant need to cover its own depreciation and interest?
5. What drove EBITDA margin from 14.85% in FY25 to 10.65% in FY26, and how much of it was the ₹5.0 crore of commission and brokerage and the ₹4.3 crore credit loss provision?

1Sources and cited facts

This study was read from 1 document the company filed. The 157 figures it cites are listed under the document each came from, with the page and the sentence as printed.