Vinir Engineering Limited IPO

01At a glance

What the company does: makes forged and machined steel and alloy components weighing 20 kg to 6,000 kg, using closed die forging, open die forging, ring rolling and radial forging, with its own die design, heat treatment and machining, at three plants in Bengaluru, Hosur and Kalukondapalli (DRHP p.319, DRHP p.320).

Who pays it: 91 customers in FY26, in oil and gas (45.90% of revenue), defence and aerospace (26.59%), railways and miscellaneous (10.08%), nuclear (7.47%), mining and construction equipment (5.82%) and marine (4.14%) (DRHP p.329, DRHP p.330). Customers are not named. The largest was 13.87% of FY26 revenue and the top ten 64.53% (DRHP p.329). Government and public sector customers were 28.97% of FY26 revenue and exports 9.46% (DRHP p.329, DRHP p.333).

Why it is raising money: ₹149.9 crore for second-hand, refurbished and new forging and machining equipment at a planned fourth plant (Unit IV) in Hosur, and ₹35.0 crore for working capital; the rest, not yet set, goes to unidentified acquisitions and general corporate purposes (DRHP p.113, DRHP p.114). There is no offer for sale (DRHP p.1).

How fast it has grown: it has not grown over the period shown. Revenue from operations went from ₹229.5 crore in FY24 to ₹190.0 crore in FY25 and ₹204.8 crore in FY26, about −5.5% a year, and profit after tax from ₹34.7 crore to ₹24.4 crore, about −16.1% a year (our arithmetic, DRHP p.73).

The one thing to understand: the promoters' family holds every share, and the document gives two different splits of that holding between Nitesh Gupta and Ritesh Gupta: 98.54% and 0.99% in the capital structure and promoter chapters, 89.53% and 10.00% in the share build-up and the abridged prospectus (DRHP p.105, DRHP p.376, DRHP p.108, AP p.6). No transfer between them is disclosed.

02The business, in plain words

What Vinir Engineering does

The company was incorporated in Bengaluru on August 1, 1983 as Vinir Engineering Private Limited, began production at Unit I in 1986, formed Unit II in 2002 by taking over the business of Vishnu Forge Hosur, and started Unit III in 2020 (DRHP p.352, DRHP p.353). It became a public company with a fresh certificate on November 19, 2024 (DRHP p.2).

The chain, as the document describes it (DRHP p.336, DRHP p.337, DRHP p.338):

• Quote: a customer sends a request for quote; the company submits a technical proposal and sometimes a prototype, and production starts against a purchase order (DRHP p.336, DRHP p.337).
• Dies: dies are designed in-house on SolidWorks, simulated on Simufact and cut on CNC machines; the company says it holds over 5,000 die designs (DRHP p.337, DRHP p.339).
• Steel: steel bars, ingots and blooms are bought on purchase orders from a small group of suppliers in India and abroad (DRHP p.340).
• Forging: closed die forging up to 1,400 kg a piece at Units I and II, open die forging up to 6,000 kg at Units II and III, rings up to 4,500 mm across, and radial forging at Unit I (DRHP p.337).
• Heat treatment, machining and testing: in-house furnaces, CNC and 5-axis machining, and an NABL-accredited laboratory at Unit I (DRHP p.338).

An oil and gas, defence, nuclear or railway equipment maker sends a drawing and a purchase order → the company designs a die, forges the steel, heat treats and machines it → it inspects and ships the part, mostly ex-works → it is paid the price per unit set in the purchase order, on credit terms of up to 90 days (DRHP p.339, DRHP p.341, DRHP p.415).

Products include valve bodies, bonnets and slip bowls for oil and gas, parts for armoured vehicles and barrels for defence, rotor shafts and turbine discs, connecting rods and draw bars for railways, and parts for earthmoving machines (DRHP p.322, DRHP p.323). There are no long-term agreements with customers (DRHP p.339). The company holds API 20B and 20C, AS 9100D, PED, IRIS and ABS certifications that are needed to supply oil and gas, aerospace, rail and marine customers (DRHP p.326). It had 180 permanent employees and 247 contract workers at July 31, 2026 in the risk factors, and 270 contract workers in the business chapter (DRHP p.46, DRHP p.343).

Earnings equation: Revenue = tonnes forged and machined × revenue per tonne. The document gives tonnes produced by plant but no price or revenue per tonne (DRHP p.335). Section 04 uses the tonnes.

03Where the money comes from

By industry, ₹ crore (DRHP p.329):

The risk factors give a slightly different split for FY26, with marine at ₹8.3 crore and a total of ₹204.8 crore that is ₹0.07 crore short (DRHP p.35).

By customer type, government and public sector undertakings were ₹27.4 crore (11.95%) in FY24 and ₹59.3 crore (28.97%) in FY26 (DRHP p.329). By place, Tamil Nadu was 48.00% of FY26 revenue, Karnataka 15.73% and Maharashtra 10.37%; exports were ₹19.4 crore or 9.46%, against ₹31.3 crore or 13.62% in FY24, with the USA at 4.80% and Tunisia at 2.79% of FY26 revenue (DRHP p.333). Sale of products was ₹202.2 crore of FY26 revenue and services such as processing and die development ₹2.6 crore (DRHP p.427).

Vinir Engineering customers: how concentrated the revenue is

Source: DRHP p.329. The KPI section gives the FY26 largest customer as 13.88% and the top ten as 64.44%, the risk factors give the top ten as 64.42%, and the business chapter's KPI table prints the FY24 and FY26 figures in each other's columns (DRHP p.137, DRHP p.32, DRHP p.324). Customers are not named. Read from the filing: revenue depends on a small group, in numbers: ten customers out of 91 brought about two thirds of FY26 revenue, and the largest alone brought ₹28.4 crore (DRHP p.329, DRHP p.330).

One related company was a large customer: sales to Metalkarma Engineering Technologies Private Limited, a promoter group company, were ₹25.3 crore in FY24, ₹11.2 crore in FY25 and ₹4.8 crore in FY26 (DRHP p.78). Repeat customers were 60 of 91 in FY26 and new customers brought 10.14% of FY26 revenue (DRHP p.330).

On the supply side, the top five suppliers were 70.35% of FY26 purchases and the top ten 91.69%, against 52.57% and 82.00% in FY24; suppliers are not named and there are no supply agreements (DRHP p.340, DRHP p.32).

04The growth record

Vinir Engineering financials: revenue, profit and margins

Source: DRHP p.73, DRHP p.75, DRHP p.136, converted from ₹ million. Revenue from operations went from ₹229.5 crore in FY24 to ₹204.8 crore in FY26, so ₹229.5 cr → ₹204.8 cr (DRHP p.73). Profit after tax went from ₹34.7 crore to ₹24.4 crore, so ₹34.7 cr → ₹24.4 cr (DRHP p.73). The company's EBITDA adds finance cost and depreciation to profit before tax and keeps other income in; its EBITDA margin is struck on total income (DRHP p.136, DRHP p.137).

Our arithmetic over FY24 to FY26: revenue changed about −5.5% a year (our arithmetic, DRHP p.73), which matches the company's own figure of (5.53)% (DRHP p.46); profit after tax changed about −16.1% a year (our arithmetic, DRHP p.73); EBITDA changed about −12.9% a year (our arithmetic, DRHP p.136). EBITDA margin moved from 22.25% to 19.02%, down 323 basis points, so 22.3% → 19.0% rounded (DRHP p.136). Year by year, revenue fell 17.24% in FY25 and rose 7.82% in FY26 (DRHP p.136).

The year ends on March 31 throughout. FY24 figures come from special purpose Ind AS statements made from Indian GAAP accounts (DRHP p.387). The restated statements were examined by Shubham D Jain & Co., not by the statutory auditor P. K. Rungta & Co., who audited the underlying accounts (DRHP p.49). The examination report contains no qualifications requiring adjustment (DRHP p.388, AP p.11). A different table in Other Financial Information gives FY26 EPS as ₹1.15 and EBITDA as ₹39.7 crore, against ₹1.14 and ₹39.6 crore in the KPI table (DRHP p.455, DRHP p.136).

What sits around the record:

• Cash: operating cash flow was ₹9.2 crore in FY26, ₹35.5 crore in FY25 and ₹25.8 crore in FY24 (DRHP p.75). Cash and bank balances were ₹25.9 crore at March 31, 2026, mostly in other bank balances (DRHP p.71).
• Customers' dues: trade receivables were ₹50.8 crore at March 31, 2026 against ₹25.1 crore a year earlier (DRHP p.71). Receivable days were 57 in FY24 and 68 in FY26, so 57 → 68 (DRHP p.136). Working capital was 67 days of cash conversion in FY26 (DRHP p.125).
• Other income was ₹3.6 crore in FY26, about 10.8% of profit before tax (our arithmetic, DRHP p.73).
• Debt: borrowings were ₹18.6 crore at March 31, 2026 and debt to equity 0.12 times, so 0.1× (DRHP p.136). Against ₹25.9 crore of cash and bank balances, the company had net cash of about ₹7.3 crore (our arithmetic, DRHP p.71). Return on capital employed was 19.15% in FY26, so 19.2% rounded (DRHP p.136).
• Customers and suppliers: the largest customer was 13.87% of FY26 revenue, so 13.9%; the top five 45.96%, so 46.0%; the top ten 64.53%, so 64.5% (DRHP p.329). Government and public sector customers were 28.97%, so 29.0% (DRHP p.329). The top ten suppliers were 91.69% of FY26 purchases, so 91.7% (DRHP p.340).
• Related parties: sales to Metalkarma Engineering Technologies were ₹4.8 crore in FY26 (DRHP p.78).
• Contingent liabilities: ₹10.5 crore at March 31, 2026, plus 1.42 in US dollars for a civil case (DRHP p.77).
• Cases: 22 tax and 4 material civil cases against the company involve ₹17.6 crore; 4 tax demands against the promoters (DRHP p.41).
• Use of the issue: ₹149.9 crore of the fresh issue is for Unit IV machinery (DRHP p.113).
• Industry: precision forged and machined components, capital goods and engineering in the fixed list (DRHP p.319).

05What the growth is made of

Revenue from operations fell ₹24.7 crore from FY24 to FY26 (our arithmetic, DRHP p.73). The document gives tonnes produced by plant, so the fall can be set against volume:

• Volume: forging output across the three plants was 20,000 tonnes in FY24, 16,800 in FY25 and 17,890 in FY26; machining output was 4,550, 4,150 and 4,770 tonnes (our arithmetic, DRHP p.335). Forging output fell 10.6% from FY24 to FY26 (our arithmetic, DRHP p.335).
• Revenue per tonne: revenue from operations per tonne forged was about ₹1,14,800 in FY24 and ₹1,14,500 in FY26 (our arithmetic, DRHP p.73, DRHP p.335).
• Split: read from the filing, the fall in revenue matches the fall in tonnes forged; revenue per forged tonne hardly moved. The document does not say whether forged tonnes include parts later machined, so this is a rough match, not a volume and price split.

By industry and customer: defence and aerospace added ₹26.9 crore from FY24 to FY26, while oil and gas fell ₹20.4 crore and railways and miscellaneous ₹16.7 crore (our arithmetic, DRHP p.329). Exports fell from ₹31.3 crore to ₹19.4 crore (DRHP p.333). Sales to the related customer Metalkarma fell ₹20.5 crore (our arithmetic, DRHP p.78).

The management discussion puts the FY25 fall down to lower offtake by overseas customers and a 47.96% fall in exports "due to geopolitical tensions", and the FY26 rise to higher sales of manufactured goods and 20.53% higher exports (DRHP p.483, DRHP p.481). The risk factors say the fall in oil and gas sales follows a strategy of diversifying away from that sector (DRHP p.35).

Margins: material cost was 52.87% of revenue in FY24 and 52.04% in FY26 (DRHP p.34). Power and fuel were ₹28.1 crore, 13.71% of FY26 revenue (DRHP p.39). Job work charges rose from ₹4.2 crore in FY25 to ₹8.0 crore in FY26 and the provision for doubtful receivables to ₹1.7 crore (DRHP p.430). The management discussion says expenses grew 10.40% in FY26 against 8.30% for total income (DRHP p.483). No acquisition or accounting change is involved: the company has made no material acquisition (DRHP p.355).

06Earnings quality

The item that needs explaining is FY26 cash. Trade receivables rose ₹26.3 crore during FY26 and work-in-progress went from ₹1.1 crore to ₹10.0 crore (DRHP p.75, DRHP p.429). The company says the rise in receivables came from sales "towards the end of the year" (DRHP p.487). Gross receivables were ₹53.9 crore at March 31, 2026, of which ₹3.1 crore was overdue for one to two years, against a provision of ₹3.1 crore (DRHP p.415).

Other income: FY26 other income of ₹3.6 crore included ₹1.2 crore of bank deposit interest, a ₹1.1 crore fair value gain on investments and ₹0.89 crore of exchange gain (DRHP p.428). The company held ₹11.0 crore at March 31, 2026 in equity mutual funds and market-linked notes, and had ₹9.9 crore in a portfolio management account at March 31, 2025 (DRHP p.413). It booked a ₹1.3 crore fair value loss in FY25 and a ₹0.54 crore loss on sale of investments in FY26 (DRHP p.430).

Subsidiary accounts: the examining accountant did not audit the financial statements of Vinir Aerodefense Technologies, which were unaudited and furnished by management; its total revenue was ₹1.4 crore in FY26 (DRHP p.387, DRHP p.388).

07The balance sheet

At March 31, 2026 total assets were ₹207.9 crore: property, plant and equipment ₹55.4 crore, a right-of-use asset of ₹14.4 crore for the Unit IV land lease, non-current investments ₹11.0 crore, inventories ₹38.5 crore, trade receivables ₹50.8 crore, cash and bank balances ₹25.9 crore and other assets (DRHP p.71). Against them: trade payables ₹21.5 crore, borrowings ₹18.6 crore, other liabilities and provisions ₹9.2 crore, and total equity of ₹158.6 crore including ₹0.52 crore of non-controlling interest (DRHP p.71).

Borrowings at March 31, 2026 (DRHP p.457):

Lenders' consent is needed for changes in capital structure, management or board, and the company says it has obtained the consents for the issue (DRHP p.54, DRHP p.457). Borrowings had been repaid to nil at March 31, 2025 (DRHP p.484).

Source: DRHP p.456, DRHP p.113. The capitalisation statement leaves the post-issue column blank (DRHP p.456). Contingent liabilities were ₹10.5 crore: bank guarantees ₹2.4 crore, the Oliver Twinsafe civil case ₹6.0 crore, GST ₹2.1 crore and income tax ₹0.06 crore, plus 1.42 in US dollars for a case before the Additional District and Sessions Court (DRHP p.77). Insurance cover was ₹157.0 crore (DRHP p.55).

Property: Unit I and the registered office in Bengaluru are owned; Unit II at SIPCOT Hosur is leased from Vinir Aerodefense Technologies until March 31, 2030; Unit III at Kalukondapalli is leased from Nitesh Gupta until June 10, 2030; the Unit IV land at ELCOT Hosur is leased from Electronics Corporation of Tamil Nadu for 99 years from June 9, 2025 (DRHP p.344, DRHP p.345).

08What the money is for

Vinir Engineering IPO objects: what the money is for

Source: DRHP p.113, DRHP p.114. The rupee size of the fresh issue depends on a price not yet set, so the share of each object cannot be worked out (DRHP p.113).

Unit IV machinery, ₹149.9 crore: seven items quoted by HBE Press of Korea, Anyang Forging Press Machinery of China and Trevisan Macchine Utensili of Italy, including a 25/30 MN open die press, a rail-bound manipulator, a radial-axial ring rolling machine, a 6,000 tonne closed die press, a 25 tonne hydraulic hammer and two machining centres (DRHP p.120, DRHP p.121). The whole amount is to be spent in FY27 (DRHP p.114).

Taxes, customs duty, freight, installation and the civil construction of Unit IV are not in the estimate and are to be met from internal accruals or borrowing (DRHP p.118, DRHP p.119). No orders have been placed and the quotations lapse in March 2027 (DRHP p.36, DRHP p.37).

Unit IV is to add about 12,000 tonnes a year of forging capacity, with commercial production planned 18 to 24 months into the implementation schedule (DRHP p.119, DRHP p.123).

Working capital, ₹35.0 crore: ₹16.0 crore in FY27 and ₹19.0 crore in FY28, out of a total requirement the document puts at ₹191.4 crore (DRHP p.114). The company's own estimate puts net working capital at ₹86.0 crore in FY27 and ₹105.3 crore in FY28, against ₹68.4 crore at March 2026, with receivables rising from ₹50.8 crore to ₹71.8 crore (DRHP p.124, DRHP p.125). It assumes inventory of 66 to 67 days and receivables of 69 to 70 days (DRHP p.125).

Acquisitions and general purposes: no target has been identified and no term sheet signed (DRHP p.51, DRHP p.127). The objects have not been appraised; a monitoring agency will be appointed before the red herring prospectus (DRHP p.85, DRHP p.86).

Into the business the fresh issue of up to 71,000,000 shares, at a price not yet set (DRHP p.113). To selling shareholders nothing: there is no offer for sale (DRHP p.1).

09Who is selling

Vinir Engineering IPO offer for sale: who is selling

Nobody. The issue is a fresh issue of up to 71,000,000 shares of ₹2, amount not set, and the offer for sale is marked "Not Applicable" (DRHP p.1, AP p.1). If all the new shares are issued they are about 25.0% of the post-issue capital (our arithmetic, DRHP p.68). The promoters and promoter group will not take part in the issue and will receive none of the proceeds (DRHP p.112).

10Promoters

The promoters are Naresh Chandra Gupta, Nitesh Gupta and Ritesh Gupta (DRHP p.376). The document states that Naresh Chandra Gupta is the father of Nitesh Gupta and Ritesh Gupta (DRHP p.360).

• Naresh Chandra Gupta, 82, Chairman and Non-Executive Director, a director since incorporation, diploma in mechanical engineering, more than 53 years in engineering and manufacturing; formerly with Utkal Machinery and WG Forge & Allied Industries (DRHP p.357, DRHP p.359).
• Nitesh Gupta, 54, Managing Director, a director since September 4, 1994, engineering degree from Bangalore University and an MBA from La Trobe University, more than 32 years of experience; current term February 15, 2022 to February 14, 2027 (DRHP p.357, DRHP p.360).
• Ritesh Gupta, 52, Non-Executive Director, a director since March 24, 1999, engineering degree from Bangalore University, more than 25 years of experience (DRHP p.358, DRHP p.360).

Pay: Nitesh Gupta was paid ₹0.99 crore in each of FY24, FY25 and FY26; Naresh Chandra Gupta and Ritesh Gupta were paid nothing in FY26 (DRHP p.78, DRHP p.361). Dhruv Gupta, son of Nitesh Gupta, is an employee and was paid ₹0.27 crore in FY26 (DRHP p.79, DRHP p.361).

Other businesses: Naresh Chandra Gupta and Ritesh Gupta are directors of Metalkarma Engineering Technologies Private Limited and Metalkarma Space Frame Structures Private Limited (DRHP p.357, DRHP p.376). The promoter group entities are those two companies and two partnership firms, Starttopia Hub International and Vinir Aerodefense Technologies (DRHP p.381). Metalkarma Engineering Technologies is the only group company, has been a customer of the company, and the document says there are no common pursuits (DRHP p.382, DRHP p.383).

Vinir Aerodefense Technologies: the company holds 70% and each promoter 10% of this firm, which may operate in the same line of business but does not forge today, and there is no non-compete (DRHP p.53). A restated note says the company's share changed from 70% to 99% from July 1, 2025 (DRHP p.451). The history chapter says the company has no subsidiary, while the examination report treats the firm as a subsidiary (DRHP p.355, DRHP p.386).

Leases: Unit III is leased from Nitesh Gupta at ₹12,000 a year and Unit II from Vinir Aerodefense Technologies at ₹6,00,000 a year under the lease of April 23, 2025 (DRHP p.363). The related-party note shows rent of ₹0.72 crore a year paid to Vinir Aerodefense Technologies (DRHP p.78).

Cases: four outstanding income tax demands against the promoters total ₹1.2 crore, three against Naresh Chandra Gupta and one against Ritesh Gupta, mostly for assessment year 2008 (DRHP p.507). No criminal, regulatory or civil cases against them (DRHP p.506, DRHP p.507). No promoter shares are pledged (DRHP p.104).

Promoter economics: the promoters' shares came from allotments at ₹10 between 1983 and 2012, loan conversions, bonuses in 2007, 2009, 2012 and January 2025, and gifts within the family (DRHP p.100 to DRHP p.103). Average cost is ₹0.22 a share for Naresh Chandra Gupta, ₹0.06 for Nitesh Gupta and ₹0.25 for Ritesh Gupta (DRHP p.106).

On August 19, 2023 the company bought back 30,58,823 shares of ₹10 at ₹85 from Naresh Chandra Gupta, Ritesh Gupta and Kadambari Gupta, paying ₹26.0 crore plus ₹5.9 crore of tax on the buyback (DRHP p.94, DRHP p.76). Adjusted for the later split into ₹2 shares and the 2:1 bonus, ₹85 is about ₹5.67 per share in issue today (our arithmetic, DRHP p.94).

On August 31, 2026 Naresh Chandra Gupta gifted 1,17,57,770 shares to Nitesh Gupta (DRHP p.101). There was no secondary sale for value in the 18 months before filing (DRHP p.142).

11Who already owns it

Vinir Engineering promoter holding before and after the IPO

Source: DRHP p.105, DRHP p.376; the after-issue column is our arithmetic. There are 21,26,29,380 shares of ₹2 before the issue and 7 shareholders (DRHP p.68, DRHP p.100). If all 71,000,000 new shares are issued the total becomes 28,36,29,380 shares (our arithmetic, DRHP p.68). Promoters would then hold about 75.0%, so 99.99% → 75.0% (our arithmetic, DRHP p.105).

The split above is the one in the capital structure table and the promoter chapter (DRHP p.105, DRHP p.376). The share build-up, the list of holders "10 days prior" to filing and the abridged prospectus instead give Nitesh Gupta 19,03,66,145 shares (89.53%) and Ritesh Gupta 2,12,62,635 shares (10.00%) (DRHP p.103, DRHP p.104, DRHP p.108, AP p.6). Both splits add up to the same promoter total of 21,26,28,780 shares, and no transfer of the difference of 1,91,62,635 shares is disclosed (our arithmetic, DRHP p.104). The promoter group are Veena Gupta, Kadambari Gupta, Tina Gupta and Dhruv Gupta with 150 shares each (DRHP p.105). No fund or company holds shares.

Lock-in: promoter shares equal to 20% of the post-issue capital are locked for three years and the rest of the promoters' holding for one year; other pre-issue shares for six months (DRHP p.109, DRHP p.110).

12What changed just before the IPO

• Revenue and profit: revenue from operations went from ₹229.5 crore in FY24 to ₹204.8 crore in FY26 and profit after tax from ₹34.7 crore to ₹24.4 crore (DRHP p.73).
• Receivables: 57 days in FY24 and 68 days in FY26 (DRHP p.136).
• Promoter pay: ₹0.99 crore in FY24 and ₹0.99 crore in FY26, all to Nitesh Gupta (DRHP p.78).
• Share buyback: 30,58,823 shares of ₹10 bought back at ₹85 on August 19, 2023 (DRHP p.94).
• Gifts: on August 31, 2023 Naresh Chandra Gupta, Veena Gupta, Ritesh Gupta and Tina Gupta gifted shares to Nitesh Gupta; a further gift from Naresh Chandra Gupta followed on August 31, 2026 (DRHP p.101, DRHP p.102, DRHP p.103). The secondary transfer table dates the 2023 gifts September 1, 2023 (DRHP p.108).
• Conversion: special resolution October 4, 2024; public company with a fresh certificate on November 19, 2024 (DRHP p.352).
• Share split: ₹10 shares split into ₹2 shares by resolution of November 30, 2024 (DRHP p.94).
• Bonus issue: 2:1, 14,17,52,920 shares on January 8, 2025, taking the count to 21,26,29,380 (DRHP p.94).
• Pre-IPO placement: none proposed (DRHP p.86).
• Last allotment before the IPO: the bonus shares at nil price in January 2025; the last allotment for value was a loan conversion at ₹10 on March 26, 2012 (DRHP p.94).
• Auditor: no change of statutory auditor in the three years before filing (DRHP p.81).
• Board and officers: Madhukar Anand, Anita Sanghi and Muthumanickam Matheswaran became independent directors from December 21, 2024, when Naresh Chandra Gupta and Ritesh Gupta were re-designated non-executive; a CFO and Company Secretary were appointed on November 16, 2024; a Chief Executive Officer appointed on July 23, 2025 resigned on May 18, 2026 (DRHP p.358, DRHP p.364, DRHP p.374, DRHP p.375).
• Debt: borrowings went from ₹13.7 crore at March 2024 to nil at March 2025 and ₹18.6 crore at March 2026 (DRHP p.71).
• Leases: Unit II lease renewed on April 23, 2025; Unit IV land leased from ELCOT on June 9, 2025 (DRHP p.363, DRHP p.345).
• Related-party sales: sales to Metalkarma Engineering Technologies fell from ₹25.3 crore in FY24 to ₹4.8 crore in FY26 (DRHP p.78).
• Certification: the Well Known Forge recognition for Unit I under the boiler regulations expired on April 28, 2026; renewal was applied for on July 11, 2026 (DRHP p.56).
• Dividend: none in the last three years (DRHP p.384).

13Capacity and expansion

Source: DRHP p.335, DRHP p.336, DRHP p.123, certified by an independent chartered engineer; FY26, tonnes a year (DRHP p.116). Installed capacity is 30,000 tonnes a year of forging and 8,000 of machining (DRHP p.329). The document puts aggregate FY26 utilisation at 59.75% for forging and 65.55% for machining (DRHP p.117); on its own plant table both come to about 59.6% (our arithmetic, DRHP p.335). The risk factors give 38,000 tonnes split 10,200, 14,400 and 11,400, which add to 36,000 (DRHP p.33). Capacity assumes three eight-hour shifts, 300 days and 85% efficiency (DRHP p.335).

Unit IV would take forging capacity from 30,000 to about 42,000 tonnes a year (DRHP p.331). The company has not set a machining capacity for it (DRHP p.118). Many machines at the existing plants are also refurbished (DRHP p.34). The document gives three different accounts of the used machinery in the Unit IV list: five of seven items worth ₹124.0 crore, 82.74% of the cost (DRHP p.37); four items worth ₹93.5 crore, 62.41%, in a table headed as five (DRHP p.47); and only the Anyang hammer, ₹30.5 crore, as second-hand (DRHP p.123). A consent to establish has been applied for (DRHP p.123).

14Market size and industry structure

Vinir Engineering industry: market size and growth

As claimed: the chapter is taken from the “Industry Report on Non-Automotive Precision Forged and Machined Components” dated September 30, 2026 by Frost and Sullivan (India) Private Limited, engaged on September 10, 2026 and commissioned and paid for by the company for the issue (DRHP p.31). The commissioned report puts India's overall forging market at ₹51,768 crore in FY26, of which automotive forgings are 57% and non-automotive 43% (DRHP p.167). The non-automotive part was ₹22,502 crore in FY26 (DRHP p.169).

The part that is addressable: the company makes precision forged and machined components for non-automotive uses. The commissioned report sizes that segment, the machined part of non-automotive demand, at ₹15,751 crore in FY26, 70% of non-automotive forging demand, with raw forgings the other 30% at ₹6,750.58 crore (DRHP p.170, DRHP p.171). Within it, the report sizes precision forged machined components for oil and gas at ₹2,259 crore in FY26 and for the wider energy sector at ₹4,184 crore (DRHP p.197, DRHP p.196).

What the company is today: FY26 revenue of ₹204.8 crore is about 1.3% of the ₹15,751 crore precision machined segment (our arithmetic, DRHP p.73, DRHP p.171). The commissioned report gives the company 0.8% of India's non-automotive forging market in FY26, based on domestic revenue (DRHP p.293); the risk factors give 1.1% for FY24 (DRHP p.38).

Size over time: the commissioned report says India's non-automotive forging market grew from ₹13,354 crore in FY19 to ₹22,502 crore in FY26, about 7.7% a year, after falling 9.1% in the pandemic year (DRHP p.169). It says the precision machined segment grew from ₹9,231 crore in FY19 to ₹15,751 crore in FY26, about 7.9% a year (DRHP p.171).

The report projects the non-automotive market at ₹36,750 crore by FY32, 8.5% a year, and the precision machined segment at ₹25,274 crore by FY32, 8.2% a year (DRHP p.169, DRHP p.171). Globally, it values non-automotive forgings at USD 38.90 billion in 2025 and projects USD 59.03 billion by 2031, with India at 6% of global demand (DRHP p.161). These projections are the report's own.

Segments: by process, the report says closed die forging meets 67% of Indian non-automotive demand (₹15,007 crore), open die 24% (₹5,313 crore), ring rolling 6% (₹1,409 crore) and radial forging 3% (₹774 crore) (DRHP p.168). The company uses all four (DRHP p.320). By end use, the precision machined segment is split mining and construction equipment 28%, energy 27%, railways 15%, others 12%, energy turbines 7%, defence 6% and aerospace 5% (DRHP p.172).

The report gives the fastest projected growth to defence at 13.3% a year and aerospace at 11.8% from FY26 to FY32, and the slowest to railways at 5.5% (DRHP p.170); it projects oil and gas machined forgings at 4.8% a year to FY32 (DRHP p.197).

What drives demand: the report names government programmes and import substitution under Make in India and Atmanirbhar Bharat, railway modernisation, aerospace and defence localisation, infrastructure and capital goods, oil, gas and power investment, the shift to higher-value machined parts, and global supply chains moving away from single sources (DRHP p.307, DRHP p.308). The company cites the defence forging market at ₹1,353 crore in FY26, which the report projects at ₹2,859 crore by FY32 (DRHP p.332).

Structure: the report says India has about 380 forging units with an output of over two million tonnes a year, that small firms make 30% of output, and that unorganised firms dominate open die forging while organised firms dominate closed die (DRHP p.167). It says domestic makers met 34.1% of non-automotive demand in FY26 and imports 65.9%, or ₹14,837 crore, with China supplying 35% to 40% of forging imports (DRHP p.293, DRHP p.294). Named shares: Bharat Forge 5.8%, Western India Forgings 2.1%, Echjay Industries 1.4%, Arcvac Forgecast 1.2%, CHW Forge 1.1%, Vinir Engineering 0.8%, Azad Engineering 0.2%, Unimech Aerospace 0.1% and MTAR Technologies 0.07% (DRHP p.293, DRHP p.294).

Inputs and trade: steel bars, ingots and blooms are the main raw material, bought in India and imported from Italy, South Korea, Turkey, the UAE and China (DRHP p.340). Imported material fell from 15.35% of revenue in FY25 to 2.99% in FY26 (DRHP p.34). The report lists steel and alloy price swings, delayed price pass-through to customers, and geopolitical disruption to specialty alloys as challenges (DRHP p.309). Power and fuel cost 13.71% of FY26 revenue (DRHP p.39).

Rules: the business needs approvals under the Boilers Act, 2025 and the Indian Boiler Regulations for boiler forgings, factory, fire and pollution consents under the Water and Air Acts, hazardous waste and noise rules, and the Official Secrets Act for defence work (DRHP p.346, DRHP p.347, DRHP p.349). Customers in oil and gas, aerospace, rail and marine require API, AS 9100D, IRIS and ABS certification (DRHP p.326).

What the chapter says can go wrong: oil and gas demand swings with global markets; long vendor qualification cycles in aerospace, defence and rail; dependence on government defence budgets; raw material price volatility; cyclical earthmoving demand; heavy capital needs; tariffs and trade barriers; shortage of skilled labour; and competition from established global suppliers (DRHP p.308, DRHP p.309). The report also says oil and gas is "likely to shrink over time" as energy shifts to renewables, as cited in the risk factors (DRHP p.35). The chapter does not give prices per tonne, order books in the industry, or the company's share of any single end-use segment.

15Competitive position

Vinir Engineering competitors

Source: DRHP p.140, DRHP p.295, converted from ₹ million. Revenue growth in FY26 was 31.84% for Azad, 29.62% for MTAR and 11.17% for Bharat Forge, against 7.82% for the company (DRHP p.140). Our arithmetic: Bharat Forge's revenue is about 82 times the company's, MTAR's about 4.3 times and Azad's about 2.9 times (our arithmetic, DRHP p.140). The commissioned report also names Western India Forgings, Echjay Industries, Arcvac Forge Cast and CHW Forge as larger domestic suppliers in non-automotive forging (DRHP p.293).

What the company puts forward: all four forging processes plus heat treatment and machining under one roof, which the commissioned report's comparison shows only Bharat Forge also has among the listed names; a die library of over 5,000 designs; certifications needed by oil and gas, aerospace, rail and marine customers; long customer approval cycles that it says make customers slow to switch; and three plants that run independently (DRHP p.295, DRHP p.325, DRHP p.327, DRHP p.329).

Against that, as the document itself states: no long-term contracts with customers or suppliers, a Unit I recognition under the boiler regulations that has lapsed, ongoing neighbour and regulator disputes over noise and building setbacks at Unit I, and a market share it describes as the smallest among its listed peers (DRHP p.40, DRHP p.56, DRHP p.53).

16Peers the company named

Peers named in the offer document: Azad Engineering Limited, MTAR Technologies Limited and Bharat Forge Limited (DRHP p.135).

Each is larger than the company: FY26 total income of ₹648.6 crore for Azad, ₹899.3 crore for MTAR and ₹17,010.3 crore for Bharat Forge, against ₹208.4 crore (DRHP p.135). Bharat Forge is about eighty times the company's size (our arithmetic, DRHP p.135). The document gives their P/E at September 22, 2026 prices as 134.90 for Azad, 235.32 for MTAR and 89.01 for Bharat Forge, an average of 153.08 (DRHP p.134, DRHP p.135).

Their return on net worth was 8.74%, 11.43% and 11.40%, against 15.41% for the company (DRHP p.135). Unimech Aerospace appears in the capability comparison but not in the peer table (DRHP p.116, DRHP p.135). The company's FY26 EPS is ₹1.14 on 21,26,29,380 shares (DRHP p.133, DRHP p.430). With no price band, no P/E for the company can be stated.

17Risks, in plain words

Vinir Engineering IPO risks

Business: falling record: revenue and profit are below FY24 (DRHP p.73) → the issue funds expansion of a business whose sales have not grown over the period shown → revenue changed about −5.5% a year and profit after tax −16.1% a year from FY24 to FY26 (our arithmetic, DRHP p.73).

Customers: concentration: the top ten customers were 64.53% of FY26 revenue with no long-term contracts (DRHP p.329, DRHP p.40) → the loss of a few customers would cut sales → the largest was ₹28.4 crore of FY26 revenue (DRHP p.329).

Customers: one sector: oil and gas was 45.90% of FY26 revenue (DRHP p.329) → the commissioned report expects that sector to shrink over time (DRHP p.35) → oil and gas sales fell from ₹114.4 crore in FY24 to ₹94.0 crore in FY26 (DRHP p.329).

Suppliers: steel: the top ten suppliers were 91.69% of FY26 purchases with no supply agreements (DRHP p.340, DRHP p.32) → a supply break or price rise would hit output and margins → material cost was 52.04% of FY26 revenue (DRHP p.34).

Business: Unit IV: no orders placed, quotations lapse in March 2027, and most of the forging equipment is refurbished or second-hand (DRHP p.36, DRHP p.37) → delay, cost overrun or breakdown would hold back the planned capacity; taxes, duties and civil works are not costed in the objects (DRHP p.118) → a 1% fall in the rupee adds about ₹1.5 crore to the cost (DRHP p.37).

Business: Unit I operations: a neighbour's second appeal in the High Court seeks to stop hammering at Unit I, and the industrial board ordered demolition of parts of the Unit I building on November 26, 2025 (DRHP p.33, DRHP p.501, DRHP p.504) → an adverse order could force relocation to the other plants (DRHP p.33) → Unit I forged 5,100 tonnes in FY26 (DRHP p.335).

Legal: quality claims: IBCC Industries claims USD 1,420,344.96, about ₹12.5 crore, plus 12% interest, alleging a defective forging and a swapped test sample (DRHP p.501, DRHP p.502) → a ruling against the company would cost about half a year's profit → the claim equals about 51% of FY26 profit after tax (our arithmetic, DRHP p.502, DRHP p.73).

Regulation: certification: the Unit I Well Known Forge recognition expired on April 28, 2026 (DRHP p.56) → boiler forgings that need a recognised forge cannot be supplied until renewal → renewal was applied for on July 11, 2026 (DRHP p.56).

Regulation: records and dues: some RoC filings from 1984 to 2018 cannot be traced, and provident fund and GST filings were paid or filed late (DRHP p.43, DRHP p.44, DRHP p.42) → penalties may follow → the delays ran up to 9 days (DRHP p.42).

Financial: working capital: receivables rose ₹26.3 crore in FY26 (DRHP p.75) → cash from operations fell to ₹9.2 crore (DRHP p.75) → the company estimates receivables of ₹71.8 crore by FY28 (DRHP p.125).

Financial: accounts: the restated statements were examined by a firm that did not audit the underlying accounts, and the subsidiary's statements were unaudited (DRHP p.49, DRHP p.387) → later audits may change figures (DRHP p.50) → the subsidiary's FY26 revenue was ₹1.4 crore (DRHP p.388).

Promoters: control and ownership record: the promoters would hold about 75.0% after the issue (our arithmetic, DRHP p.105) → they can decide most shareholder votes → the document gives two different splits of their shares (DRHP p.105, DRHP p.108).

Issue-specific: up to 35% of gross proceeds may go to unidentified acquisitions and general purposes (DRHP p.113) → investors cannot judge those uses in advance (DRHP p.51) → each part can be up to 25% of gross proceeds (DRHP p.113).

18Litigation and regulatory matters

Cases against Vinir Engineering and its promoters

Criminal: none against the company, promoters, directors or key managers; the company has a cheque bounce complaint of ₹1.1 crore pending against Anand Teknow Aids Engineering India (DRHP p.501, DRHP p.503, DRHP p.507). Regulatory: the litigation chapter lists no actions by statutory or regulatory authorities against the company (DRHP p.501) while the risk factors describe the pollution board demand and the National Green Tribunal appeal (DRHP p.50). Civil, by the company:

suits and writ petitions against neighbours over construction at Bommasandra and a writ against the industrial board's demolition order of November 26, 2025 on the company's own Unit I building (DRHP p.504, DRHP p.505). Tax: 16 direct tax defaults of ₹0.06 crore in total and 6 indirect tax cases of ₹1.9 crore (DRHP p.505).

The summary puts cases against the company at ₹17.6 crore in total (DRHP p.41). Creditors: 2 material creditors were owed ₹15.9 crore at March 31, 2026, 68 small enterprises ₹1.0 crore and 161 others ₹4.6 crore (DRHP p.508).

19Related-party transactions

Source: DRHP p.78, DRHP p.79, converted from ₹ million. Rent to Nitesh Gupta for Unit III was ₹10,000 a year in the note and ₹12,000 a year in the lease table (DRHP p.78, DRHP p.363). At March 31, 2026 the company was owed ₹2.7 crore by Metalkarma Engineering Technologies and owed ₹1.7 crore to Vinir Aerodefense Technologies and ₹0.76 crore to Nitesh Gupta (DRHP p.79). The document does not explain the line "Recovery of Initial Public Offer (IPO) Expense" against Nitesh Gupta (DRHP p.79).

What appeared or changed in the two years before filing: sales to Metalkarma fell by about four fifths from FY24 to FY26; the Unit II lease was renewed on April 23, 2025; a chief executive officer was paid ₹0.24 crore in FY26 and resigned; independent directors' sitting fees began in FY25 (DRHP p.78, DRHP p.79, DRHP p.363). The company says its related-party transactions are at arm's length (DRHP p.79).

20What the offer document does not say

The names of the top customers and suppliers are not given (DRHP p.329, DRHP p.340). No order book is disclosed. Revenue, prices or margins by product, process or plant are not given, and the company reports a single segment (DRHP p.498). Revenue per tonne is not disclosed. The civil construction cost of Unit IV and its funding are not quantified (DRHP p.119). Which customers or programmes Unit IV is meant to serve is not stated.

How the 1,91,62,635-share difference between the two promoter shareholding records arose is not explained (DRHP p.105, DRHP p.108). The financial figures of Metalkarma Engineering Technologies are not in the document (DRHP p.382). The issue size, price band, acquisitions and general purposes amounts, issue expenses and the post-issue capitalisation are blank (DRHP p.113, DRHP p.456). The names and amounts of the two material creditors are given only on the company's website (DRHP p.508).

Some inconsistencies are recorded as document matters, not business ones: the promoter shareholding split differs between chapters (DRHP p.105, DRHP p.108, AP p.6); installed capacity is 30,000 plus 8,000 tonnes in most chapters but 38,000 split three ways adding to 36,000 in the risk factors (DRHP p.329, DRHP p.33); stated aggregate utilisation does not match the plant table (DRHP p.117, DRHP p.335);

the used machinery in the Unit IV list is described three ways (DRHP p.37, DRHP p.47, DRHP p.123); Vinir Aerodefense Technologies is "no subsidiary", a subsidiary, 70% held and 99% held in different places (DRHP p.355, DRHP p.386, DRHP p.53, DRHP p.451); Unit II rent is ₹0.06 crore a year in the lease table and ₹0.72 crore in the related-party note (DRHP p.363, DRHP p.78);

the business chapter's KPI table swaps the FY24 and FY26 concentration figures (DRHP p.324); the EBITDA definition in the business chapter excludes other income but the figures include it (DRHP p.324); the market share is 0.8% for FY26 in the report and 1.1% for FY24 in the risk factors (DRHP p.293, DRHP p.38); contract workers are 247 in one chapter and 270 in another (DRHP p.46, DRHP p.343);

Muthumanickam Matheswaran's address is Chennai in one chapter and the same Patna address as Madhukar Anand in another (DRHP p.81, DRHP p.359); the litigation chapter lists no regulatory actions while the risk factors describe a pollution board demand (DRHP p.501, DRHP p.50); risk factor 39 discusses FY23 to FY24 energy sales under an FY25 heading (DRHP p.53); several cross-references read "Error! Bookmark not defined." (DRHP p.36, DRHP p.135).

21Five questions for management

1. Why did forged tonnes fall from 20,000 in FY24 to 17,890 in FY26 while installed capacity stayed the same, and what volume does Unit IV assume in its first full year?
2. Which of the two promoter shareholding records is correct, and when and how did 1,91,62,635 shares move between Nitesh Gupta and Ritesh Gupta?
3. What share of FY26 revenue came from the largest five customers by sector, and how much of the oil and gas fall was customers lost rather than orders reduced?
4. Which Unit IV machines are second-hand, what is their age and operating history, and what are the costed civil works and duties outside the ₹149.9 crore?
5. What is the company's own assessment of the IBCC claim of USD 1,420,344.96, and has any payment been withheld by the customer under that dispute?

1Sources and cited facts

This study was read from 1 document the company filed. The 191 figures it cites are listed under the document each came from, with the page and the sentence as printed.