Josts Engineering Co. Ltd. - Capital/Financing Update 2025

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To 20[th] August, 2025 The Secretary, BSE Ltd., Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai- 400001

Scrip Code- 505750 Subject: Submission of Revised Letter of Offer (LOF)

Dear Sir,

Please find attached herewith the Revised Letter of Offer.

You are requested to take note of the same.

Thanking You,

For Jost’s Engineering Company Limited

Digitally signed BABITA by BABITA KUMARI KUMARI Date: 2025.08.20 20:52:16 +05'30'

Babita Kumari Company Secretary M. No.: A40774

Encl: As above

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Letter of Offer Dated: August 13, 2025 For Eligible Shareholders only

Please scan this code to view the Letter of Offer

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JOSTS ENGINEERING COMPANY LIMITED

Our Company was incorporated on May 09, 1907, pursuant to certificate of incorporation issued by RoC, Bombay, as a public limited company under the name of “Jost’s Fans Supply and Engineering Company Limited”. The name of our Company was changed to “Josts Engineering Company Limited” through a special resolution passed on February 12, 1914, and a fresh certificate of incorporation consequent upon change of name was issued by the RoC, Bombay, on February 25, 1918. For details, in respect of change in the Registered Office of our Company, please see the chapter titled “ General Information ” on page 45 of this Letter of Offer.

Registered Office: Great Social Building 60 Sir Phirozeshah Mehta Road, Fort, Mumbai, Maharashtra, India, 400001; Tel: +91 022-22694956; Corporate Office: C-7, Road No. 12, Wagle Industrial Estate, Thane West, Mumbai, Maharashtra, India, 400604; Tel: +91 022-62674000

E-mail: [email protected] , Website: www.josts.com

Contact Person: Babita Kumari, Company Secretary and Compliance Officer

Corporate Identity Number: L28100MH1907PLC000252

OUR PROMOTERS - KRISHNA AGARWAL, JAI PRAKASH AGARWAL, ANITA AGARWAL, RAJENDRA KUMAR AGARWAL, VISHAL JAIN AND SHIKHA JAIN FOR PRIVATE CIRCULATION TO THE ELIGIBLE EQUITY SHAREHOLDERS OF JOSTS ENGINEERING COMPANY LIMITED (THE “COMPANY” OR THE “ISSUER”) ONLY

ISSUE OF UPTO 18,47,913 FULLY PAID-UP EQUITY SHARES OF FACE VALUE ₹1/- EACH (“RIGHTS EQUITY SHARES”) OF OUR COMPANY FOR CASH AT A PRICE OF ₹270/- PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF ₹269/- PER EQUITY SHARE) (THE “ISSUE PRICE”), AGGREGATING UPTO ₹4,989.37 LAKHS* ON A RIGHTS BASIS TO THE ELIGIBLE EQUITY SHAREHOLDERS OF OUR COMPANY IN THE RATIO OF 5 (FIVE) RIGHTS EQUITY SHARES FOR EVERY 27 (TWENTY SEVEN) FULLY PAID-UP EQUITY SHARES HELD BY THE ELIGIBLE EQUITY SHAREHOLDERS ON THE RECORD DATE, THAT IS ON AUGUST 20, 2025 (THE “ISSUE”). THE ISSUE PRICE FOR THE RIGHTS EQUITY SHARES IS 270 TIMES THE FACE VALUE OF THE EQUITY SHARES. FOR FURTHER DETAILS, PLEASE REFER TO THE CHAPTER TITLED “ TERMS OF THE ISSUE ” ON PAGE 111 OF THIS LETTER OF OFFER.

*Assuming full subscription

WILFUL DEFAULTER(S) OR FRAUDULENT BORROWER(S)

Neither our Company, nor our Promoters, or any of our Directors have been identified as Wilful Defaulter(s) or Fraudulent Borrower(s) by any bank or financial institution (as defined under the Companies Act, 2013) or consortium thereof, in accordance with the guidelines on wilful defaulters issued by the Reserve Bank of India.

GENERAL RISKS

Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in the Issue unless they can afford to take the risk of losing their entire investment. Investors are advised to read the risk factors carefully before taking an investment decision in the Issue. For taking an investment decision, investors must rely on their own examination of our Company and the Issue, including the risks involved. The Rights Equity Shares in the Issue have not been recommended or approved by the Securities and Exchange Board of India (“ SEBI ”), nor does SEBI guarantee the accuracy or adequacy of the contents of this Letter of Offer. Specific attention of the investors is invited to the section titled “ Risk Factors ” on page 20 of this Letter of Offer.

OUR COMPANY’S ABSOLUTE RESPONSIBILITY

Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Letter of Offer contains all information with regard to our Company and this Issue, which is material in the context of this Issue, that the information contained in this Letter of Offer is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Letter of Offer as a whole or any of such information or the expression of any such opinions or intentions, misleading in any material respect.

LISTING

The existing Equity Shares are listed on BSE Limited (“ BSE ”) (the “ Stock Exchange ”). Our Company has received ‘in-principle’ approvals from BSE for listing the Rights Equity Shares to be allotted pursuant to this Issue vide their letters dated August 05, 2025. Our Company will also make applications to BSE to obtain trading approvals for the Rights Entitlements as required under the SEBI circular bearing reference number SEBI/HO/CFD/DIL2/CIR/P/2020/13 dated January 22, 2020. For the purpose of this Issue, the Designated Stock Exchange is BSE Limited.

REGISTRAR TO THE ISSUE

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BIGSHARE SERVICES PRIVATE LIMITED

Office no S6-2, 6th floor, Pinnacle Business Park, Mahakali Caves Road, Next to Ahura Centre, Andheri East, Mumbai, Maharashtra, India, 400093. Telephone : +91 91 22 62638200 Email : [email protected] Website : www.bigshareonline.com Investor Grievance Email id : [email protected] Contact Person : Mr. Suraj Gupta SEBI Registration No .: INR000001385 Validity of Registration: Permanent CIN: U99999MH1994PTC076534

	ISSUE PROGRAMME
ISSUE OPENS ON	LAST DATE FOR ON MARKET RENUNCIATION*	ISSUE CLOSES ON**
Friday, August 29, 2025	Wednesday, September 03, 2025	Tuesday, September 09, 2025

*Eligible Equity Shareholders are requested to ensure that renunciation through off-market transfer is completed in such a manner that the Rights Entitlements are credited to the demat account of the Renouncees on or prior to the Issue Closing Date.

**Our Board or a duly authorized committee thereof will have the right to extend the Issue period as it may determine from time to time, provided that this Issue will not remain open in excess of 30 (Thirty) days from the Issue Opening Date (inclusive of the Issue Opening Date). Further, no withdrawal of Application shall be permitted by any Applicant after the Issue Closing Date.

TABLE OF CONTENT

SECTION I - GENERAL ..................................................................................................................................... 1 DEFINITIONS AND ABBREVIATIONS .............................................................................................................. 1 NOTICE TO INVESTORS ................................................................................................................................... 10 PRESENTATION OF FINANCIAL INFORMATION ......................................................................................... 13 FORWARD – LOOKING STATEMENTS ........................................................................................................... 15 SUMMARY OF THIS LETTER OF OFFER ....................................................................................................... 17 SECTION II RISK FACTORS .......................................................................................................................... 20 SECTION III – INTRODUCTION ................................................................................................................... 44 THE ISSUE........................................................................................................................................................... 44 GENERAL INFORMATION................................................................................................................................ 45 CAPITAL STRUCTURE ...................................................................................................................................... 50 OBJECTS OF THE ISSUE ................................................................................................................................... 53 STATEMENTS OF SPECIAL TAX BENEFITS .................................................................................................. 60 SECTION IV – ABOUT THE COMPANY ....................................................................................................... 64 INDUSTRY OVERVIEW ..................................................................................................................................... 64 OUR BUSINESS .................................................................................................................................................. 74 OUR MANAGEMENT ........................................................................................................................................ 83 SECTION V – FINANCIAL INFORMATION ................................................................................................ 88 FINANCIAL STATEMENTS ............................................................................................................................... 88 ACCOUNTING RATIOS ..................................................................................................................................... 89 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND RESULTS OF OPERATIONS ...................................................................................................................................................... 92 SECTION VI -LEGAL AND OTHER INFORMATION ................................................................................ 98 OUTSTANDING LITIGATIONS AND DEFAULTS ........................................................................................... 98 GOVERNMENT AND OTHER STATUTORY APPROVALS .......................................................................... 102 MATERIAL DEVELOPMENTS ........................................................................................................................ 103 OTHER REGULATORY AND STATUTORY DISCLOSURES........................................................................ 104 SECTION VII – ISSUE INFORMATION ...................................................................................................... 111 TERMS OF THE ISSUE .................................................................................................................................... 111 RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES ................................................... 147 SECTION VIII- STATUTORY AND OTHER INFORMATION ................................................................. 149 MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION ............................................................ 149 DECLARATION ................................................................................................................................................ 151

SECTION I - GENERAL

DEFINITIONS AND ABBREVIATIONS

This Letter of Offer uses certain definitions and abbreviations set forth below, which you should consider when reading the information contained herein. The following list of certain capitalized terms used in this Letter of Offer is intended for the convenience of the reader/prospective investor only and is not exhaustive.

Unless otherwise specified, the capitalized terms used in this Letter of Offer shall have the meaning as defined hereunder. References to any legislations, acts, regulation, rules, guidelines, circulars, notifications, policies or clarifications shall be deemed to include all amendments, supplements or re-enactments and modifications thereto notified from time to time and any reference to a statutory provision shall include any subordinate legislation made from time to time under such provision.

Provided that terms used in the sections/ chapters titled “ Industry Overview ”, “ Summary of this Letter of Offer ”, “ Financial Information ”, “ Statement of Special Tax Benefits ”, “ Outstanding Litigation and Defaults ” and “ Issue Related Information ” on pages 64, 17, 88, 60, 98 and 111 respectively, shall, unless indicated otherwise, have the meanings ascribed to such terms in the respective sections/ chapters.

General Terms

Term		Description
“Josts Engineering		Josts Engineering Company Limited, a public limited company incorporated under
Company Limited”,	“our	the Indian Companies Act, 1882, presently having its registered office at Great
Company” /	“the	Social Building, 60 Sir Phirozeshah Mehta Road Fort, Mumbai, Maharashtra,
Company” / “the Issuer” /		India,400001
“JOSTS”
“we” / “us” / “our”		Unless the context otherwise indicates or implies, refers to our Company and our
		Subsidiaries onconsolidated basis.

Company Related Terms

Term			Description
“Articles” /	“Articles	of	Articles / Articles of Association of our Company, as amended from time to time.
Association”/“AoA”
“Audit Committee”			The committee of the Board of Directors constituted as our Company’s audit
			committee in accordance with Regulation 18 of the Securities and Exchange Board
			of India (Listing Obligations and Disclosure Requirements) Regulations, 2015,
			as amended (“SEBI Listing Regulations”) and Section 177 of the Companies
			Act, 2013.
“Audited	Consolidated		The audited consolidated financial statements of our Company as at for the year
Financial statements”			ended March 31, 2025, March 31, 2024 and March 31, 2023, which comprises
			the consolidated balance sheet as at March 31, 2025, March 31, 2024 and March
			31, 2023, the consolidated statement of profit and loss, including other
			comprehensive income, the consolidated statement of cash flows and the
			consolidated statement of changes in equity for the year then ended, and notes
			to the consolidated financial statements, including a summary of significant
			accounting policies and other explanatory information
“Auditor” /	“Statutory		Statutory and peer review auditor of our Company, namely, Shah Gupta and
Auditor”/ “Peer Review			Co., Chartered Accountants
Auditor”
“Board” /	“Board	of	Board of Directors of our Company or a duly constituted committee thereof.
Directors”
“Chief Financial Officer /			Pranesh Bhandari, the Chief Financial Officer of our Company.
CFO”
“Company Secretary		and	Babita Kumari, the Company Secretary and Compliance Officer of our

Term		Description
Compliance Officer”		Company.
“Corporate Office”		Corporate office of our Company situated at C-7, Road No. 12, Wagle Industrial
		Estate, Thane West, Mumbai, 400604.
“CSR”		Corporate Social Responsibility
“Director(s)”		The director(s) on the Board of our Company, unless otherwise specified, as
		described in the chapter titled “*Our Management*” on page 83 of this Letter of
		Offer.
“Equity Shareholder”		A holder of Equity Shares(s) of our company, from time to time
“Equity Shares”		Equity shares of our Company of face value of ₹1/- each, unless otherwise
		specified in context thereof.
“Executive Directors”		Executive Directors of our Company. For details of the Executive Director(s), see
		“*Our Management*_” _on page 83 of this Letter of Offer
“Independent Director(s)”		Independent Director of our Company as per Section 2(47) and Section 149(6)
		of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI Listing
		Regulations, and as described in the chapter_“*Our Management*”_on page 83 of
		this Letter of Offer.
“Joint Venture”		Suryavayu Renewable and Energy Solutions Private Limited, a joint venture of
		our company with Kay Cee Energy & Infra Limited.
“Key Management		Key Management Personnel of our Company in terms of the Companies Act, 2013
Personnel” / “KMP”		and the SEBI ICDR Regulations as described in the subsection titled “*Our*
		*Management*” on page 83 of this Letter of Offer.
“Memorandum	of	Memorandum of Association of our Company, as amended from time to time.
Association”/“MoA”
“Nomination	and	Nomination and Remuneration Committee of our Board.
Remuneration Committee”
“Non-executive		Non-executive Director(s) on our Board, as described in “*Our Management*” on
Director(s)”		page 83 of this Letter of Offer.
“Promoters”		Krishna Agarwal, Jai Prakash Agarwal, Anita Agarwal, Rajendra Kumar
		Agarwal, Vishal Jain and Shikha Jain are the Promoters of our Company.
“Promoter Group”		Persons and/or entities constituting the promoter group as determined in terms of
		Regulation 2(1)(pp) of the SEBI ICDR Regulations.
“Registered Office”		The Registered Office of our Company located at Great Social Building, 60 Sir
		Phirozeshah Mehta Road Fort, Mumbai 400001
“Registrar of Companies”/		The Registrar of Companies, Mumbai, Maharashtra.
“RoC”
“Rights Issue Committee”		The committee of our Board constituted for purposes of the Issue and incidental
		matters thereof.
Senior Management		Senior management of our Company determined in accordance with Regulation
		2(1)(bbbb) of the SEBI ICDR Regulations. For details, see “*Our Management*”
		on page 83 of this Letter of Offer.
“Shareholders/	Equity	The Equity Shareholders of our Company, from time to time.
Shareholders”
“Stakeholders’		Stakeholder Relationship Committee of our Board.
Relationship Committee”
“Subsidiary(ies)”		MHE Rentals India Private Limited, JECL Engineering Limited, Josts Foundation
		and Josts Engineering Inc. are the subsidiaries of our Company.
“Materiality Policy”		Policy for Determination and Disclosure of Materiality of Events or Information
		formulated in accordance with SEBI Listing Regulations, read with the materiality
		threshold as modified and adopted by the Board on August 14, 2023.

Issue Related Terms

Term	Description
Abridged Letter of Offer /	Abridged letter of offer to be sent to the Eligible Equity Shareholders with respect
ALOF	to the Issue in accordance with the provisions of the SEBI ICDR Regulations and

Term	Description
	the Companies Act.
Additional Rights Equity Shares.	The Rights Equity Shares applied or allotted under the Issue in addition to the Rights Entitlement
ASBA Circulars	Collectively, SEBI circular bearing reference number SEBI/CFD/DIL/ASBA/1/2009/30/12 dated December 30, 2009, SEBI circular bearing reference number CIR/CFD/DIL/1/2011 dated April 29, 2011, SEBI circular bearing reference number SEBI/HO/CFD/DIL2/CIR/P/2020/13 dated January 22, 2020, SEBI circular bearing reference number SEBI/HO/CFD/SSEP/CIR/P/2022/66 dated May 19, 2022 and any other circular issued by SEBI in this regard and any subsequent circulars or notifications issued by SEBI in this regard.
Allot/Allotment/Allotted	Allotment of Rights Equity Shares pursuant to the Issue.
Allotment Account(s)	The account to be opened with the Banker(s) to the Issue, into which the Application Money lying to the credit of the escrow account(s) and amounts blocked by Application Supported by Blocked Amount in the ASBA Account, with respect to successful Applicants will be transferred on the Transfer Date in accordance with Section 40(3) of the Companies Act.
Allotment Advice	The note, advice or intimation of Allotment sent to each successful Applicant who has been or is to be Allotted the Rights Equity Shares pursuant to the Issue.
Allotment Date	Date on which the Allotment is made pursuant to the Issue.
Allottee(s)	Person(s) who are Allotted Rights Equity Shares pursuant to the Allotment.
Applicant(s) / Investor(s)	Eligible Equity Shareholder(s) and/or Renouncee(s) who make an application for the Rights Equity Shares pursuant to the Issue in terms of the Letter of Offer, including an ASBA Investor.
Application	Application made through submission of the Application Form or plain paper Application to the Designated Branch(es) of the SCSBs or online/electronic application through the website of the SCSBs (if made available by such SCSBs) under the ASBA process to subscribe to the Rights Equity Shares at the Issue Price.
Application Form	Unless the context otherwise requires, an application form (including online application form available for submission of application though the website of the SCSBs (if made available by such SCSBs) under the ASBA process) used by an Applicant to make an application for the Allotment of Rights Equity Shares in this Issue.
Application Money	Aggregate amount payable in respect of the Rights Equity Shares applied for in the Issue at the Issue Price.
Application Supported by Blocked Amount/ASBA	Application (whether physical or electronic) used by ASBA Applicants to make an Application authorizing a SCSB to block the Application Money in the ASBA Account
ASBA Account	Account maintained with a SCSB and specified in the Application Form or plain paper application, as the case may be, for blocking the amount mentioned in the Application Form or the plain paper application, in case of Eligible Equity Shareholders, as the case may be.
ASBA Applicant / ASBA Investor	As per the SEBI Master Circular, all investors (including renouncee) shall make an application for a rights issue only through ASBA facility.
ASBA Bid	A Bid made by an ASBA Bidder including all revisions and modifications thereto as permitted under the SEBI ICDR Regulations.
Banker to the Issue	Collectively, the Escrow Collection Bank and the Refund Bank to the Issue, being Kotak Mahindra Bank Limited.
Basis of Allotment	The basis on which the Rights Equity Shares will be Allotted to successful applicants in the Issue and which is described in“*Terms of the Issue*”on page 111
Consolidated Certificate	The certificate that would be issued for Rights Equity Shares Allotted to each folio in case of Eligible Equity Shareholders who hold Equity Shares in physical form.
Controlling Branches/ Controlling Branches of the SCSBs	Such branches of the SCSBs which coordinate with the Registrar to the Issue and the Stock Exchanges, a list of which is available on http://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes and/or

Term	Description
	such other website(s) as may be prescribed by the SEBI / Stock Exchange(s) from time to time.
Demographic Details	Details of Investors including the Investor’s address, PAN, DP ID, Client ID, occupation and bank account details, where applicable
Designated SCSB Branches	Such branches of the SCSBs which shall collect the ASBA Forms submitted by ASBA Bidders, a list of which is available on the website of SEBI at http://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes, updated from time to time, or at such other website as may be prescribed by SEBI from time to time.
Designated Stock Exchange	BSE Limited
Depository(ies)	NSDL and CDSL or any other depository registered with SEBI under the Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018 as amended from time to time read with the Depositories Act, 1996.
Escrow Account	One or more no-lien and non-interest-bearing accounts to be opened with the Escrow Collection Bank for the purposes of collecting the Application Money from resident investors–eligible equity shareholders as on record date making an Application through the ASBA facility.
Eligible Equity Shareholders	Existing Equity Shareholder(s) as on the Record Date i.e. August 20, 2025. Please note that the investors eligible to participate in the Issue exclude certain overseas shareholders. For further details, see_“*Notice to Investors*”_on page 10 of this Letter of Offer.
IEPF	Investor Education and Protection Fund
Issue / Rights Issue	Issue of up to 18,47,913 Equity Shares of face value of ₹1/- each of our Company for cash at a price of ₹270/- per Rights Equity Share (including a premium of ₹269/- per Rights Equity Share) aggregating up to ₹4,989.37 Lakhs) on a rights basis to the Eligible Equity Shareholders of our Company in the ratio of 5 (Five) Rights Equity Shares for every 27 (Twenty Seven)fully paid-up Equity Shares held by the Eligible Equity Shareholders of our Company on the Record Date, i.e., August 20, 2025
Issue Closing Date	Tuesday, September 09, 2025
Issue Opening Date	Friday, August 29, 2025
Issue Period	The period between the Issue Opening Date and the Issue Closing Date, inclusive of both days, during which Applicants/Investors can submit their Applications, in accordance with the SEBI ICDR Regulations.
Issue Material	Collectively, the Abridged Letter of Offer, the Common Application Form and Rights Entitlement Letter and any other material relating to the Issue.
Issue Price	₹270/-per Rights Equity Share.
Issue Proceeds	Gross proceeds of the Issue.
Issue Size	The issue of up to 18,47,913 Rights Equity Shares of face value ₹1/- each not exceeding to ₹4,989.37 Lakhs
Investor(s)	Eligible Equity Shareholder(s) of our Company as on the Record Date and/ or Renouncee(s) applying in the Issue
Letter of Offer/LOF	This letter of offer dated August 13, 2025, filed with Stock Exchange and submitted to SEBI.
Listing Agreement	The listing agreements entered into between our Company and the Stock Exchange in terms of the SEBI Listing Regulations
MICR	Magnetic Ink Character Recognition
Multiple Application Forms	Multiple application forms submitted by an Eligible Equity Shareholder/Renouncee in respect of the Rights Entitlement available in their demat account. However supplementary applications in relation to further Equity Shares with/without using additional Rights Entitlement will not be treated as multiple application.
Net Proceeds	Proceeds of the Issue less our Company’s share of Issue related expenses. For further information about the Issue related expenses, see“*Objects of the Issue*”

Term			Description
			on page 53 of this Letter of Offer.
Non-ASBA	Investor/		Investors other than ASBA Investors who apply in the Issue otherwise than
Non-ASBA Applicant			through the ASBA process comprising Eligible Equity Shareholders holding
			Equity Shares in physical form or who intend to renounce their Rights Entitlement
			in part or full and Renouncees.
Non-Institutional		Bidders	An Investor other than a Retail Individual Investor or Qualified Institutional Buyer
or NIIs			as defined under Regulation 2(1)(jj) of the SEBI ICDR Regulations.
Off Market Renunciation			The renunciation of Rights Entitlements undertaken by the Investor by transferring
			them through off market transfer through a depository participant in accordance
			with the SEBI Master Circular and the circulars issued by the Depositories, from
			time to time, and other applicable laws.
On Market Renunciation			The renunciation of Rights Entitlements undertaken by the Investor by trading
			them over the secondary market platform of the Stock Exchange through a
			registered stock broker in accordance with the SEBI Master Circular and the
			circulars issued by the Stock Exchanges, from time to time, and other applicable
			laws, on or before Wednesday, September 03, 2025 .
QIBs or	Qualified		Qualified institutional buyers as defined under Regulation 2(1)(ss) of the SEBI
Institutional Buyers			ICDR Regulations.
Record Date			Designated date for the purpose of determining the Equity Shareholders eligible to
			apply for Rights Equity Shares, being August 20, 2025.
Refund Bank			The Banker to the Issue with whom the Refund Account(s) will be opened, in this
			case being Kotak Mahindra Bank Limited.
Refund through electronic			Refunds through NECS, Direct Credit, RTGS, NEFT or ASBA process, as
transfer of funds			applicable
“Registrar	to	the	Bigshare Services Private Limited
Company” / “Registrar to
the Issue”
Registrar Agreement			Agreement dated April 28, 2025, entered into among our Company and the
			Registrar in relation to the responsibilities and obligations of the Registrar to the
			Issue pertaining to the Issue.
Renouncee(s)			Person(s) who has/have acquired the Rights Entitlement from the Eligible Equity
			Shareholders on renunciation.
Renunciation Period			The period during which the Investors can renounce or transfer their Rights
			Entitlements which shall commence from the Issue Opening Date. Such period
			shall close on Wednesday, September 03, 2025 in case of On Market
			Renunciation. Eligible Equity Shareholders are requested to ensure that
			renunciation through off-market transfer is completed in such a manner that the
			Rights Entitlements are credited to the demat account of the Renouncee on or
			prior to the Issue Closing Date.
Retail	Individual		An individual Investor (including an HUF applying through Karta) who has
Bidders(s)/Retail			applied for Rights Equity Shares and whose Application Money is not more than
Individual	Investor(s)/		₹200,000/- in the Issue as defined under Regulation 2(1)(ww) of the SEBI
RII(s)/RIB(s)			ICDR Regulations.
RE ISIN			ISIN for Rights Entitlement i,e, INE636D20017
Rights Entitlement			The number of Rights Equity Shares that an Eligible Equity Shareholder is entitled
			to in proportion to the number of Equity Shares held by the Eligible Equity
			Shareholder on the Record Date, being 5 (Five) Rights Equity Shares for every
			27 (Twenty Seven) fully paid-up Equity Shares held on August 20, 2025.
			The Rights Entitlements with a separate ISIN: INE636D20017 will be credited
			to your demat account before the date of opening of the Issue, against the equity
			shares held by the Equity Shareholders as on the record date.
Rights Entitlement Letter			Letter including details of Rights Entitlements of the Eligible Equity Shareholders.
Rights Equity Shares			Equity Shares of our Company to be Allotted pursuant to this Issue.
Rights Issue		Account	Agreement to be entered into by and among our Company, the Registrar to the
Agreement			Issue and the Bankers to the Issue for collection of the Application Money
			from Applicants/Investors, transferof funds to theAllotmentAccount and where

Term Description applicable, refunds of the amounts collected from Applicants/Investors, on the terms and conditions thereof. “Self-Certified Syndicate The banks registered with SEBI, offering services (i) in relation to ASBA (other Banks” or “SCSBs” than through UPI mechanism), a list of which is available on the website of SEBI at https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes& i ntmId=34 or https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes& i ntmId=35, as applicable, or such other website as updated from time to time, and (ii) in relation to ASBA (through UPI mechanism), a list of which is available on the website of SEBI at https://sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId =40 or such other website as updated from time to time Stock Exchange Stock Exchange where the Equity Shares are presently listed, being BSE Limited. Transfer Date The date on which the amount held in the escrow account(s) and the amount blocked in the ASBA Account will be transferred to the Allotment Account, upon finalization of the Basis of Allotment, in consultation with the Designated Stock Exchange. Wilful Defaulter and A wilful defaulter or a fraudulent borrower, as defined under the SEBI ICDR Fraudulent Borrower Regulations Working Day(s) In terms of Regulation 2(1)(mmm) of SEBI ICDR Regulations, working day means all days on which commercial banks in Maharashtra are open for business. Further, in respect of Issue Period, working day means all days, excluding Saturdays, Sundays and public holidays, on which commercial banks in Mumbai are open for business. Furthermore, the time period between the Issue Closing Date and the listing of Equity Shares on the Stock Exchange, working day means all trading days of the Stock Exchange, excluding Sundays and bank holidays, as per circulars issued by SEBI.

Business and Industry related Terms or Abbreviations

Term	Description
ACC	Advanced Chemistry Cell
AEs	Advanced Economies
AI	Artificial Intelligence
AICTE	All India Council of Technical Education
APAC	Asia–Pacific
AWP	Aerial Work Platforms
B2B	Business to Business
BC	Belt Conveyer
BEML	Bharat Earth Movers Limited
BIS	Bureau of Indian Standards
BPCL	Bharat Petroleum Corporation Limited
CAD	Current account deficit
CNC	computer numeric control
Consumer Price Index	An economic measure that gauges the average change in prices paid by
CPI	Consumers for a basket of goods and services over time, used to measure inflation.
CU	Capacity Utilisation
EMDE	Emerging Market and Developing Economies
EPD	Engineering Products Division and Services
FPI	Foreign Portfolio Investment
FQC	Final Quality Control
GVA	Gross Value Added
HFIs	High-Frequency Indicators
HMI	Human-MachineInterface

Term	Description
IEMA	India Energy Storage Alliance
Indian Brand Equity	Industry Report Provider
Foundation (IBEF)
IoT	Internet of Things
ISO	Indian Standard Organisation
LG	Length Grader
LIC India	Life Insurance Corporation of India
MHD	Material Handling Division
MHI	Ministry of Heavy Industries
NABL	National Accrediation for Testing and Calibration Laboratories
PLI	Production Linked Incentive
PMKVY	Pradhan Mantri Kaushal Vikas Yojna
QC	Quality Control
QMS	Quality Management System
SDGs	Sustainable Development Goals
SHGs	Self-Help Groups
SPECS	Scheme for Promotion of Manufacturing of Electronic Components and
	Semiconductors
STT Program	Short-term Training Program
VNA Trucks	Very Narrow Aisle Trucks
VRC	Vertical Reciprocating Conveyors

Conventional and General Terms or Abbreviations

Term	Description
A/c	Account
AGM	Annual General Meeting
AIF	Alternative Investment Fund, as defined and registered with SEBI under the
	Securities and Exchange Board of India (Alternative Investment Funds)
	Regulations, 2012
AS	Accounting Standards issued by the Institute of Chartered Accountants of India
BSE	BSE Limited
CAGR	Compounded Annual Growth Rate
CDSL	Central Depository Services (India) Limited
CFO	Chief Financial Officer
CIN	Corporate Identity Number
CIT	Commissioner of Income Tax
CLRA	Contract Labour (Regulation and Abolition) Act, 1970
Companies Act, 2013	Companies Act, 2013 along with rules made thereunder
/Companies Act
Companies Act 1956	Companies Act, 1956, and the rules thereunder (without reference to the
	provisions thereof that have ceased to have effect upon the notification of the
	Notified Sections)
CS	Company Secretary
CSR	Corporate Social Responsibility
Depository(ies)	A depository registered with SEBI under the Securities and Exchange Board of
	India (Depositories and Participants) Regulations, 1996
Depositories Act	The Depositories Act, 1996
DIN	Director Identification Number
DP ID	Depository Participant’s Identification Number
EBITDA	Earnings before Interest, Tax, Depreciation and Amortisation
EGM	Extraordinary General Meeting
EPF Act	Employees’Provident Fund and Miscellaneous Provisions Act, 1952
EPS	Earnings per share
ESI Act	Employees’State Insurance Act, 1948

Term	Description
FCNR Account	Foreign Currency Non-Resident (Bank) account established in accordance with
	the FEMA
FEMA	The Foreign Exchange Management Act, 1999 read with rules and regulations
	thereunder
FEMA Regulations	The Foreign Exchange Management (Transfer or Issue of Security by a Person
	Resident Outside India) Regulations, 2017
Financial Year/Fiscal	The period of 12 months commencing on April 1 of the immediately preceding
	calendar year and ending on March 31 of that particular calendar year.
FPIs	A foreign portfolio investor who has been registered pursuant to the SEBI FPI
	Regulations, provided that any FII who holds a valid certificate of registration
	shall be deemed to be an FPI until the expiry of the block of three years for which
	fees have been paid as per the Securities and Exchange Board of India (Foreign
	Institutional Investors) Regulations, 1995
Fugitive Economic	An individual who is declared a fugitive economic offender under Section 12 of
Offender	the Fugitive Economic Offenders Act, 2018
FVCI	Foreign Venture Capital Investors (as defined under the Securities and Exchange
	Board of India (Foreign Venture Capital Investors) Regulations, 2000) registered
	with SEBI
GDP	Gross Domestic Product
GoI / Government	The Government of India
GST	Goods and Services Tax
HUF(s)	Hindu Undivided Family(ies)
ICAI	Institute of Chartered Accountants of India
ICSI	The Institute of Company Secretaries of India
IFRS	International Financial Reporting Standards
IFSC	Indian Financial System Code
Income Tax Act / IT Act	Income Tax Act, 1961
Ind AS	The Indian Accounting Standards referred to in the Companies (Indian
	Accounting Standard) Rules, 2015, as amended
Indian GAAP	Generally Accepted Accounting Principles in India
Insider Trading	Securities and Exchange Board of India (Prohibition of Insider Trading)
Regulations	Regulations, 2015, as amended from time to time
Insolvency Code	Insolvency and Bankruptcy Code, 2016, as amended from time to time
INR or ₹ or Rs.	Indian Rupee, the official currency of the Republic of India.
ISIN	International Securities Identification Number
IT	Information Technology
MCA	The Ministry of Corporate Affairs, GoI
Mn / mn	Million
Mutual Funds	Mutual funds registered with the SEBI under the Securities and Exchange Board
	of India (Mutual Funds) Regulations, 1996
N.A. or NA	Not Applicable
NAV	Net Asset Value
Notified Sections	The sections of the Companies Act, 2013 that have been notified by the MCA and
	are currently in effect.
NSDL	National Securities Depository Limited
p.a.	Per annum
P/E Ratio	Price/Earnings Ratio
PAN	Permanent Account Number
PAT	Profit After Tax
Payment of Bonus Act	Payment of Bonus Act, 1965
Payment of Gratuity Act	Payment of Gratuity Act, 1972
RBI	The Reserve Bank of India
RBI Act	Reserve Bank of India Act, 1934
Regulation S	Regulation S under the Securities Act
R&D	Research and Development

Term	Description
SCRA	Securities Contract (Regulation) Act, 1956
SCRR	The Securities Contracts (Regulation) Rules, 1957
SEBI	The Securities and Exchange Board of India constituted under the SEBI Act, as
	amended
SEBI Act	The Securities and Exchange Board of India Act, 1992, as amended
SEBI AIF Regulations	Securities and Exchange Board of India (Alternative Investments Funds)
	Regulations, 2012, as amended
SEBI FPI Regulations	Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations,
	2014, as amended
SEBI ICDR Regulations	The Securities and Exchange Board of India (Issue of Capital and Disclosure
	Requirements) Regulations, 2018, as amended
SEBI Listing	Securities and Exchange Board of India (Listing Obligations and Disclosure
Regulations	Requirements) Regulations, 2015, as amended
SEBI Takeover	The Securities and Exchange Board of India (Substantial Acquisition of Shares
Regulations	and Takeovers) Regulations, 2011, as amended
SEBI VCF Regulations	Securities and Exchange Board of India (Venture Capital Funds) Regulations,
	1996, since repealed and replaced by the SEBI (AIF) Regulations
Securities Act	The United States Securities Act of 1933.
STT	Securities Transaction Tax
State Government	The Government of a State in India
Trademarks Act	Trademarks Act, 1999, as amended
TDS	Tax Deducted at Source
US$/ USD/ US Dollar	United States Dollar, the official currency of the United States of America
USA/ U.S./ US	United States of America, its territories and possessions, any state of the United
	States of America and the District of Columbia
U.S. GAAP	Generally Accepted Accounting Principles in the United States of America
VAT	Value Added Tax
VCFs	Venture Capital Funds as defined in and registered with the SEBI under the
	Securities and Exchange Board of India (Venture Capital Fund) Regulations,
	1996 or the Securities and Exchange Board of India (Alternative Investment
	Funds) Regulations, 2012, as the case may be
w.e.f.	With effect from
Year/Calendar Year	Unless context otherwise requires, shall refer to the twelve-month period ending
	December 31.
YoY	Year-on-Year

NOTICE TO INVESTORS

The distribution of this Letter of Offer, the Draft Letter of Offer, the Abridged Letter of Offer, Application Form and Rights Entitlement Letter and the issue of Rights Entitlement (collectively “ Issue Material ”) and Rights Equity Shares to persons in certain jurisdictions outside India may be restricted by legal requirements prevailing in those jurisdictions. Persons into whose possession this Letter of Offer, the Draft Letter of Offer, the Abridged Letter of Offer or Application Form may come are required to inform themselves about and observe such restrictions.

Our Company is making this Issue on a rights basis to the Eligible Equity Shareholders and will electronically dispatch through email, who have provided their valid e-mail address to our Company and physical dispatch through speed post the Rights Issue related Issue Materials only to Eligible Equity Shareholders who have a registered address in India or who have provided an Indian address to our Company. Further, this Letter of Offer, the Draft Letter of Offer will be provided, through email and speed post, by the Registrar on behalf of our Company to the Eligible Equity Shareholders who have provided their Indian addresses to our Company or who are located in jurisdictions where the offer and sale of the Rights Equity Shares is permitted under laws of such jurisdictions and in each case who make a request in this regard. Investors can also access this Letter of Offer, the Draft Letter of Offer, the Abridged Letter of Offer and the Application Form from the websites of, our Company, the Registrar and SEBI and the Stock Exchange.

No action has been or will be taken to permit the Issue in any jurisdiction where action would be required for that purpose. Accordingly, the Rights Entitlements or Rights Equity Shares may not be offered or sold, directly or indirectly, and this Letter of Offer, the Draft Letter of Offer, the Abridged Letter of Offer or any Issue Materials or advertisements in connection with the Issue may not be distributed, in whole or in part, in any jurisdiction, except in accordance with legal requirements applicable in such jurisdiction. Receipt of this Letter of Offer, the Draft Letter of Offer or the Abridged Letter of Offer or any other Issue Materials (including by way of electronic means) will not constitute an offer in those jurisdictions in which it would be illegal to make such an offer and, in those circumstances, this Letter of Offer, the Draft Letter of Offer and the Abridged Letter of Offer must be treated as sent for information purposes only and should not be acted upon for subscription to the Rights Equity Shares and should not be copied or redistributed. Accordingly, persons receiving a copy of this Letter of Offer, the Draft Letter of Offer or the Abridged Letter of Offer or Application Form should not, in connection with the issue of the Rights Equity Shares or the Rights Entitlements, distribute or send this Letter of Offer, the Draft Letter of Offer or the Abridged Letter of Offer to any person outside India where to do so, would or might contravene local securities laws or regulations. If this Letter of Offer, the Draft Letter of Offer or the Abridged Letter of Offer or Application Form is received by any person in any such jurisdiction, or by their agent or nominee, they must not seek to subscribe to the Rights Equity Shares or the Rights Entitlements referred to in this Letter of Offer, the Draft Letter of Offer, the Abridged Letter of Offer or the Application Form.

Any person who makes an application to acquire the Rights Entitlements or the Rights Equity Shares offered in the Issue will be deemed to have declared, represented, warranted and agreed that such person is authorised to acquire the Rights Entitlements or the Rights Equity Shares in compliance with all applicable laws and regulations prevailing in his jurisdiction. Our Company, the Registrar or any other person acting on behalf of our Company reserves the right to treat any Application Form as invalid where they believe that Application Form is incomplete or acceptance of such Application Form may infringe applicable legal or regulatory requirements and we shall not be bound to allot or issue any Rights Equity Shares or Rights Entitlement in respect of any such Application Form. Neither the delivery of this Letter of Offer, the Draft Letter of Offer nor any sale hereunder, shall, under any circumstances, create any implication that there has been no change in our Company’s affairs from the date hereof or the date of such information or that the information contained herein is correct as at any time subsequent to the date of this Letter of Offer, the Draft Letter of Offer or the date of such information.

Neither the delivery of this Letter of Offer, the Draft Letter of Offer, the Abridged Letter of Offer, Application Form and Rights Entitlement Letter nor any sale hereunder, shall, under any circumstances, create any implication that there has been no change in our Company’s affairs from the date hereof or the date of such information or that the information contained herein is correct as at any time subsequent to the date of this Letter of Offer, the Draft Letter of Offer and the Abridged Letter of Offer and the Application Form and Rights Entitlement Letter or the date of such information.

THE CONTENTS OF THIS LETTER OF OFFER SHOULD NOT BE CONSTRUED AS LEGAL, TAX OR INVESTMENT ADVICE. PROSPECTIVE INVESTORS MAY BE SUBJECT TO ADVERSE FOREIGN, STATE OR LOCAL TAX OR LEGAL CONSEQUENCES AS A RESULT OF THE OFFER RIGHTS OF EQUITY SHARES OR RIGHTS ENTITLEMENTS. ACCORDINGLY, EACH INVESTOR SHOULD CONSULT ITS OWN COUNSEL, BUSINESS ADVISOR AND TAX ADVISOR AS TO THE LEGAL, BUSINESS, TAX AND RELATED MATTERS CONCERNING THE OFFER OF EQUITY SHARES. IN ADDITION, OUR COMPANY IS NOT MAKING ANY REPRESENTATION TO ANY OFFEREE OR PURCHASER OF THE EQUITY SHARES REGARDING THE LEGALITY OF AN INVESTMENT IN THE EQUITY SHARES BY SUCH OFFEREE OR PURCHASER UNDER ANY APPLICABLE LAWS OR REGULATIONS.

NO OFFER IN THE UNITED STATES

The Rights Entitlements and the Rights Equity Shares have not been and will not be registered under the Securities Act or the securities laws of any state of the United States and may not be offered or sold in the United States of America or the territories or possessions thereof (“ United States ”), except in a transaction not subject to, or exempt from, the registration requirements of the Securities Act and applicable state securities laws. The offering to which this Letter of Offer relates is not, and under no circumstances is to be construed as, an offering of any Rights Equity Shares or Rights Entitlement for sale in the United States or as a solicitation therein of an offer to buy any of the Rights Equity Shares or Rights Entitlement. There is no intention to register any portion of the Issue or any of the securities described herein in the United States or to conduct a public offering of securities in the United States. Accordingly, this Letter of Offer / the Draft Letter of Offer / Abridged Letter of Offer and the enclosed Application Form and Rights Entitlement Letters should not be forwarded to or transmitted in or into the United States at any time. In addition, until the expiry of 40 days after the commencement of the Issue, an offer or sale of Rights Entitlements or Rights Equity Shares within the United States by a dealer (whether or not it is participating in the Issue) may violate the registration requirements of the Securities Act.

Neither our Company nor any person acting on our behalf will accept a subscription or renunciation from any person, or the agent of any person, who appears to be, or who our Company or any person acting on our behalf has reason to believe is in the United States when the buy order is made. Envelopes containing an Application Form and Rights Entitlement Letter should not be postmarked in the United States or otherwise dispatched from the United States or any other jurisdiction where it would be illegal to make an offer, and all persons subscribing for the Rights Equity Shares Issue and wishing to hold such Equity Shares in registered form must provide an address for registration of these Equity Shares in India. Our Company is making the Issue on a rights basis to Eligible Equity Shareholders and this Letter of Offer / Draft Letter of Offer / Abridged Letter of Offer and Application Form and Rights Entitlement Letter will be dispatched only to Eligible Equity Shareholders who have an Indian address. Any person who acquires Rights Entitlements and the Rights Equity Shares will be deemed to have declared, represented, warranted and agreed that, (i) it is not and that at the time of subscribing for such Rights Equity Shares or the Rights Entitlements, it will not be, in the United States, and (ii) it is authorized to acquire the Rights Entitlements and the Rights Equity Shares in compliance with all applicable laws and regulations.

Our Company reserves the right to treat any Application Form as invalid which: (i) does not include the certification set out in the Application Form to the effect that the subscriber is authorised to acquire the Rights Equity Shares or Rights Entitlement in compliance with all applicable laws and regulations; (ii) appears to us or our agents to have been executed in or dispatched from the United States; (iii) where a registered Indian address is not provided; or (iv) where our Company believes that Application Form is incomplete or acceptance of such Application Form may infringe applicable legal or regulatory requirements; and our Company shall not be bound to allot or issue any Rights Equity Shares or Rights Entitlement in respect of any such Application Form.

Rights Entitlements may not be transferred or sold to any person in the United States.

The Rights Entitlements and the Equity Shares have not been approved or disapproved by the US Securities and Exchange Commission (the “ US SEC ”), any state securities commission in the United States or any other US regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the Rights Entitlements, the Equity Shares or the accuracy or adequacy of this Letter of Offer. Any representation to the contrary is a criminal offence in the United States.

The above information is given for the benefit of the Applicants / Investors. Our Company is not liable for any amendments or modification or changes in applicable laws or regulations, which may occur after the date of this Letter of Offer. Investors are advised to make their independent investigations and ensure that the number of Rights Equity Shares applied for do not exceed the applicable limits under laws or regulations.

THIS DOCUMENT IS SOLELY FOR THE USE OF THE PERSON WHO RECEIVED IT FROM OUR COMPANY OR FROM THE REGISTRAR. THIS DOCUMENT IS NOT TO BE REPRODUCED OR DISTRIBUTED TO ANY OTHER PERSON.

ENFORCEMENT OF CIVIL LIABILITIES

The Company is a Public Limited (Listed) Company under the laws of India and all the Directors and all Executive Officers are residents of India. It may not be possible or may be difficult for investors to affect service of process upon the Company or these other persons outside India or to enforce against them in courts in India, judgments obtained in courts outside India. India is not a party to any international treaty in relation to the automatic recognition or enforcement of foreign judgments.

However, recognition and enforcement of foreign judgments is provided for under Sections 13, 14 and 44A of the Code of Civil Procedure, 1908, as amended (the “ Civil Procedure Code ”). Section 44A of the Civil Procedure Code provides that where a certified copy of a decree of any superior court (within the meaning of that section) in any country or territory outside India which the Government of India has by notification declared to be a reciprocating territory, is filed before a district court in India, such decree may be executed in India as if the decree has been rendered by a district court in India. Section 44A of the Civil Procedure Code is applicable only to monetary decrees or judgments not being in the nature of amounts payable in respect of taxes or other charges of a similar nature or in respect of fines or other penalties. Section 44A of the Civil Procedure Code does not apply to arbitration awards even if such awards are enforceable as a decree or judgment. Among others, the United Kingdom, Singapore, Hong Kong and the United Arab Emirates have been declared by the Government of India to be reciprocating territories within the meaning of Section 44A of the Civil Procedure Code.

The United States has not been declared by the Government of India to be a reciprocating territory for the purposes of Section 44A of the Civil Procedure Code. Under Section 14 of the Civil Procedure Code, an Indian court shall, on production of any document purporting to be a certified copy of a foreign judgment, presume that the judgment was pronounced by a court of competent jurisdiction unless the contrary appears on the record; but such presumption may be displaced by proving want of jurisdiction.

A judgment of a court in any non-reciprocating territory, such as the United States, may be enforced in India only by a suit upon the judgment subject to Section 13 of the Civil Procedure Code, and not by proceedings in execution. Section 13 of the Civil Procedure Code, which is the statutory basis for the recognition of foreign judgments (other than arbitration awards), states that a foreign judgment shall be conclusive as to any matter directly adjudicated upon between the same parties or between parties under whom they or any of them claim litigating under the same title except where:

The judgment has not been pronounced by a court of competent jurisdiction;
The judgment has not been given on the merits of the case;
The judgment appears on the face of the proceedings to be founded on an incorrect view of international law or a refusal to recognize the law of India in cases where such law is applicable;
The proceedings in which the judgment was obtained are opposed to natural justice;
The judgment has been obtained by fraud; and/or
The judgment sustains a claim founded on a breach of any law in force in India.

A suit to enforce a foreign judgment must be brought in India within three years from the date of the judgment in the same manner as any other suit filed to enforce a civil liability in India. It is unlikely that a court in India would award damages on the same basis as a foreign court if an action is brought in India. In addition, it is unlikely that an Indian court would enforce foreign judgments if it considered the amount of damages awarded as excessive or inconsistent with public policy or if the judgments are in breach of or contrary to Indian law. A party seeking to enforce a foreign judgment in India is required to obtain prior approval from the Reserve Bank of India to repatriate any amount recovered pursuant to execution of such judgment. Any judgment in a foreign currency would be converted into Rupees on the date of such judgment and not on the date of payment and any such amount may be subject to income tax in accordance with applicable laws. The Company cannot predict whether a suit brought in an Indian court will be disposed of in a timely manner or be subject to considerable delays.

PRESENTATION OF FINANCIAL INFORMATION

Certain Conventions

All references to “India” contained in this Letter of Offer are to the Republic of India and its territories and possessions and all references herein to the “Government”, “Indian Government”, “GoI”, Central Government” or the “State Government” are to the Government of India, central or state, as applicable.

Unless otherwise specified or the context otherwise requires, all references in this Letter of Offer to the ‘US’ or ‘U.S.’ or the ‘United States’ are to the United States of America and its territories and possessions.

Unless otherwise specified, any time mentioned in this Letter of Offer is in Indian Standard Time (“ IST ”).

Unless indicated otherwise, all references to a year in this Letter of Offer are to a calendar year.

A reference to the singular also refers to the plural and one gender also refers to any other gender, wherever applicable.

Unless stated otherwise, all references to page numbers in this Letter of Offer are to the page numbers of this Letter of Offer.

Financial Data

Unless stated otherwise or the context otherwise requires, the financial information and financial ratios in this this Letter of Offer has been derived from our Financial Statements. For details, please see “ Financial Information ” on page 88. Our Company’s financial year commences on April 01 and ends on March 31 of the next calendar year. Accordingly, all references to a particular financial year, unless stated otherwise, are to the twelve (12) month period ended on March 31 of that year.

The GoI has adopted the Indian accounting standards (“ Ind AS ”), which are converged with the International Financial Reporting Standards of the International Accounting Standards Board (“ IFRS ”) and notified under Section 133 of the Companies Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended (the “ Ind AS Rules ”). The Financial Statements of our Company have been prepared in accordance with Ind AS and recognition and measurement principles laid down in Ind AS 34 prescribed under the Section 133 of the Companies Act 2013 and Regulation 33 of SEBI Listing Regulations. Our Company publishes its financial statements in Indian Rupees. Any reliance by persons not familiar with Indian accounting practices on the financial disclosures presented in this Letter of Offer should accordingly be limited.

In this Letter of Offer, any discrepancies in any table between the total and the sums of the amounts listed are due to rounding off and unless otherwise specified all financial numbers in parenthesis represent negative figures. Our Company has presented all numerical information in this Letter of Offer in “lakh” units or in whole numbers where the numbers have been too small to represent in lakh. One lakh represents 1,00,000 and one million represents 1,000,000.

There are significant differences between Ind AS, US GAAP and IFRS. We have not provided a reconciliation of the financial information to IFRS or US GAAP. Our Company has not attempted to also explain those differences or quantify their impact on the financial data included in this Letter of Offer, and you are urged to consult your own advisors regarding such differences and their impact on our financial data. Accordingly, the degree to which the financial information included in this Letter of Offer will provide meaningful information is entirely dependent on the reader’s level of familiarity with Indian accounting policies and practices, Ind AS, the Companies Act and the SEBI ICDR Regulations. Any reliance by persons not familiar with these accounting principles and regulations on our financial disclosures presented in this Letter of Offer should accordingly be limited. For further information, see “ Financial Information ” on page 88.

Certain figures contained in this Letter of Offer, including financial information, have been subject to rounded off adjustments. All figures in decimals (including percentages) have been rounded off to one or two decimals. However, where any figures that may have been sourced from third-party industry sources are rounded off to

other than two decimal points in their respective sources, such figures appear in this Letter of Offer rounded-off to such number of decimal points as provided in such respective sources. In this Letter of Offer, (i) the sum or percentage change of certain numbers may not conform exactly to the total figure given; and (ii) the sum of the numbers in a column or row in certain tables may not conform exactly to the total figure given for that column or row. Any such discrepancies are due to rounding off.

Currency and Units of Presentation

All references to:

“Rupees” or “₹” or “INR” or “Rs.” are to Indian Rupee, the official currency of the Republic of India;
“USD” or “US$” or “$” are to United States Dollar, the official currency of the United States of America;
“Euro” or “€” or “EUR” are to Euros, the official currency of the European Union;
"AED", are to United Arab Emirates dirham the official currency of United Arab Emirates; and
“OMR”, are to Omani Rial, the official currency of Sultanate of Oman.

Our Company has presented certain numerical information in this Letter of Offer in “lakh” or “Lac” units. One lakh represents 1,00,000 and one million represents 1,000,000. All the numbers in the document have been presented in lakh or in whole numbers where the numbers have been too small to present in lakh. Any percentage amounts, as set forth in “ Risk Factors ”, “ Our Business ”, “ Management’s Discussion and Analysis of Financial Conditions and Results of Operation ” and elsewhere in this Letter of Offer, unless otherwise indicated, have been calculated based on our Restated Consolidated Financial Information.

Exchange Rates

This Letter of Offer contains conversions of certain other currency amounts into Indian Rupees that have been presented solely to comply with the SEBI ICDR Regulations. These conversions should not be construed as a representation that these currency amounts could have been, or can be converted into Indian Rupees, at any particular rate or at all.

The following table sets forth, for the periods indicated, information with respect to the exchange rate between the Indian Rupee and other foreign currencies:

			(in ₹)
Name of the Currency	March 31, 2025	March 31, 2024	March 31, 2023
1 USD	85.58	83.37	82.22
1 EUR	92.32	90.22	89.61
1 AED	23.27	22.71	22.38
1 OMR	221.98	216.83	213.40

(Source: www.rbi.org.in, xe.com and www.fbil.org.in)

Note: On instances where the given day is a holiday, the exchange rate from the previous working day has been considered. Exchange rate is rounded off to two decimal places

Industry and Market Data

Unless stated otherwise, industry and market data used in this Letter of Offer has been obtained or derived from publicly available information as well as industry publications and sources. Industry publications generally state that the information contained in such publications has been obtained from publicly available documents from various sources believed to be reliable. The data used in these sources may have been reclassified by us for the purposes of presentation. Data from these sources may also not be comparable. Accordingly, investment decisions should not be based solely on such information. Such data involves risks, uncertainties and numerous assumptions and is subject to change based on various factors, including those discussed in “ Risk Factors ” on page 20, this Letter of Offer.

The extent to which the market and industry data used in this Letter of Offer is meaningful depends on the reader’s familiarity with and understanding of the methodologies used in compiling such data. There are no standard data gathering methodologies in the industry in which the business of our Company is conducted, and methodologies and assumptions may vary widely among different industry sources.

FORWARD – LOOKING STATEMENTS

Certain statements contained in this Letter of Offer that are not statements of historical fact constitute ‘forward looking statements.’ Investors can generally identify forward looking statements by terminology such as, ‘anticipate’, ‘believe’, ‘continue’, ‘can’, ‘could’, ‘estimate’, ‘expect’, ‘expected to’ ‘intend’, ‘is likely’, ‘may’, ‘objective’, ‘plan’, ‘potential’, project’, ‘shall’, ‘should’, ‘will’, ‘would’, or other words or phrases of similar import. Similarly, statements that describe the strategies, objectives, plans or goals of our Company are also forward-looking statements. However, these are not the exclusive means of identifying forward-looking statements.

All statements regarding our Company’s expected financial conditions, results of operations, business plans and prospects are forward-looking statements. These forward-looking statements include statements as to our Company’s business strategy, planned projects, revenue and profitability (including, without limitation, any financial or operating projections or forecasts), new business and other matters discussed in this Letter of Offer that are not historical facts. These forward-looking statements contained in this Letter of Offer (whether made by our Company or any third party), are predictions and involve known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, performance or achievements of our Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements or other projections.

All forward-looking statements are subject to risks, uncertainties and assumptions about our Company that could cause actual results to differ materially from those contemplated by the relevant forward-looking statement. Important factors that could cause actual results to differ materially from our Company’s expectations include, among others:

1. We derive a substantial portion of our revenue from operations from a limited number of customers. Our top 10 (ten) customers contributed ₹6,685 lakhs, ₹4,045 lakhs, and ₹3,524 lakhs respectively to our revenue from operations for Fiscal 2025, Fiscal 2024, and Fiscal 2023 comprising of 32.51%, 23.22 % and 22.07 % of the total revenue from operations, respectively. Our business is dependent on our continuing relationships with our customers and any deterioration in our relations with any of them could materially and adversely affect our business, results of operations, cash flows and financial condition .

2. Our Company has negative cash flows from its operating activity, investing activity and financing activity. Sustained negative cash flow could adversely impact our business, financial condition and results of operations.

3. Our Company intends to allocate a substantial portion of the net proceeds from the Rights Issue towards meeting their working capital requirements, which is subject to operational risks and monitoring challenges.

4. We have entered, and will continue to enter into related party transactions which may involve conflicts of interest. These or any future related party transactions may potentially involve conflict of interest and there can be no assurance that we could not have achieved better terms, had such arrangements been entered into with unrelated parties. Further, our Whole Time Director - Mr. Jai Prakash Agarwal and our Managing Director – Mr. Vishal Jain has interests in our Company other than reimbursement of expenses incurred and normal remuneration or benefits.

5. Our Order Book may not be representative of our future results and our actual income may be significantly less than the estimates reflected in our Order Book, which could adversely affect our business, financial condition, results of operations and prospects.

We shutdown our manufacturing unit located in Thane.
Few of our Promoters do not have the experience of operating in the material handling equipment sector. Some of our promoters do not have adequate experience and have not actively participated in business activities of our Company.
We have not made any alternate arrangements for meeting our capital requirements for the Objects of the Issue. Further, we have not identified any alternate source of financing the ‘Objects of the Issue’. Any shortfall in raising / meeting the same could adversely affect our growth plans, operations and financial performance.
Our inability to meet our obligations, including financial and other covenants under our credit facilities could adversely affect our business and financial results.
The Promoters of our Company were involved in regulatory proceeding initiated by Securities and Exchange Board of India which has been settled.

Additional factors that could cause actual results, performance or achievements to differ materially include, but are not limited to, those discussed in the sections “ Risk Factors”, “Our Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations ” on pages 20, 74 and 92, respectively, of this Letter of Offer.

The forward-looking statements contained in this Letter of Offer are based on the beliefs of management, as well as the assumptions made by, and information currently available to, management of our Company. Whilst our Company believes that the expectations reflected in such forward-looking statements are reasonable at this time, it cannot assure investors that such expectations will prove to be correct. Given these uncertainties, Investors are cautioned not to place undue reliance on such forward-looking statements.

In any event, these statements speak only as of the date of this Letter of Offer or the respective dates indicated in this Letter of Offer, and our Company undertakes no obligation to update or revise any of them, whether as a result of new information, future events or otherwise. If any of these risks and uncertainties materialize, or if any of our Company’s underlying assumptions prove to be incorrect, the actual results of operations or financial condition of our Company could differ materially from that described herein as anticipated, believed, estimated or expected. All subsequent forward-looking statements attributable to our Company are expressly qualified in their entirety by reference to these cautionary statements.

In accordance with SEBI ICDR Regulations and Stock Exchange’s requirements, our Company will ensure that the Eligible Equity Shareholders are informed of material developments until the time of the grant of listing and trading permissions for the Rights Equity Shares by the Stock Exchange.

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SUMMARY OF THIS LETTER OF OFFER

The following is a general summary of certain disclosures included in this Letter of Offer and is not exhaustive, nor does it purport to contain a summary of all the disclosures in this Letter of Offer or all details relevant to prospective investors. This summary should be read in conjunction with and is qualified in its entirety by, the more detailed information appearing elsewhere in this Letter of Offer, including the chapters, " Risk Factors ", " The Issue ", " Capital Structure ", " Objects of the Issue ", " Industry Overview ", " Our Business ", " Outstanding Litigation and Defaults " and " Terms of the Issue " beginning on pages 20, 44, 50, 53, 64, 74, 98 and 111 respectively of this Letter of Offer.

Summary of Primary Business of our Company

Our Company is engaged in business of sales and services of Material Handling and Engineered Products. We have been partnering growth over a range of business verticals across India for over a hundred years now. Our allIndia sales and service network enables us to respond to customer needs with quality and value-added solutions. Our products are sold under the brand name JUMBO, PYGMY and JOTRUK.

Our Company has a diverse business portfolio with a focus on sale of manufactured material handling and engineered products. Over the years, the company had dealings with several other companies to enhance its offerings, expand its reach, and strengthen its position in the market.

Our product range consists of Industrial Platform Trucks, Tow Trucks, Hand Pallet Trucks, Electric Pallet Trucks, Electric Pallet Stackers, Reach Trucks, Forklifts, Racking Systems, Scissor Lifts, Dock Leveller, Pneumatic Sample Transport Systems, Battery Operated Passenger Carriers and various other customized products.

For further information, please refer to " Our Business " beginning on page 74 of this Letter of Offer.

Industry Overview

Our Company caters to a diverse range of industries, primarily Material Handling, Engineered Products, Power, Oil and Gas, Defense, Aerospace, Automobile, and other critical industries. For further information, please refer to " Industry Overview " beginning on page 64 of this Letter of Offer.

Objects of the Issue

The Net Proceeds are proposed to be used in the manner set out in the following table:

		(₹ in Lakhs)
Sr. No.	Particulars	Estimated Amount
1.	Funding the working capital requirements of our Company	4,358.00
2.	General Corporate Purposes*	551.37
	Total Net Proceeds**	4,909.37

The amount utilised for general corporate purposes shall not exceed 25% of the Gross Proceeds of the Issue.

**Assuming full subscription in this Issue and subject to finalization of the Basis of Allotment and to be adjusted per the Rights Entitlement ratio.

For further details, please see the chapter titled “ Objects of the Issue ” beginning on page 53 of this Letter of Offer.

Intention and extent of participation by our Promoters and Promoter Group in the Issue

Our Promoters and members of the Promoter Group vide their respective letters dated April 28, 2025, have confirmed that they along with the promoter group (i) may or may not subscribe to the full extent of their rights entitlement; and (ii) may or may not subscribe to the unsubscribed portion over and above their rights entitlement. If they do subscribe to the full extent of their rights entitlement and to the unsubscribed portion over and above their rights entitlement, such subscription shall be in accordance with Regulation 3 of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 2011, as amended (the “ Takeover Code ”) and the exemption under Regulation 10(4) of Takeover Code. Further, such subscription shall not result in breach of the minimum public shareholding requirement stipulated in the Securities and Exchange Board of

India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Securities Contracts (Regulation) Rules, 1957, as amended.

For further details, please see the chapter titled “ Capital Structure ” beginning on page 50.

Summary of Financial Information

Following are the details as per the Consolidated Financial Information as at and for Financial Years ended on March 31, 2025, March 31, 2024, and March 31, 2023:

			(₹ in Lakhs)
Particulars	March 31, 2025	March 31, 2024	March 31, 2023
Authorised Share Capital	1,000	100	100
Paid-up Capital	99.79	97.79	93.29
Total Revenue	24,020	18,821	17,299
Profit / (Loss) after Tax	1,754	990	731
Total other comprehensive income / (loss) for	4	(11)	10
the quarter / year
Total comprehensive income / (loss) for the	1,758	979	741
quarter / year
Earnings per Share (basic) (in ₹)	18	20	16
Earnings per Share (diluted) (in ₹)	18	20	16
Net Asset Value per Equity Share	78.60	118.61	205.39
Net Worth	7,843	5,799	3,832

For further details, please refer the section titled " Financial Information " on page 88 of this Letter of Offer.

Summary of Outstanding Litigations

A summary of outstanding litigation proceedings involving our Company and Subsidiaries as on the date of this Letter of Offer is provided below:

		(₹ in Lakhs) ^
Type of Proceeding	Number of Cases	Aggregate Amount
		Involved
*Cases by our Company*
Issues involving moral turpitude or criminal liability	NIL	NIL
Civil proceedings where the amount involved is equivalent	NIL	NIL
to or in excess of the Materiality Threshold
*Cases Against our Company*
Issues involving moral turpitude or criminal liability	NIL	NIL
Civil proceedings where the amount involved is equivalent	NIL	NIL
to or in excess of the MaterialityThreshold
Material violations of statutory regulations	NIL	NIL
Matters involving economic offences where proceedings	NIL	NIL
have been initiated
Other pending matters which, if they result in an adverse	NIL	NIL
outcome would materially and adversely affect the
operations or the financial position of our Company
*Taxation cases involving our Company*
Direct Tax Proceedings	15	4.48
Indirect Tax Proceedings*	02	121.82#
*Cases by our Subsidiaries*
Issues involving moral turpitude or criminal liability	01	11.20
Civil proceedings where the amount involved is equivalent	NIL	NIL
to or in excess of the Materiality Threshold

Type of Proceeding	Number of Cases	Aggregate Amount
		Involved
*Cases Against our Subsidiaries*
Issues involving moral turpitude or criminal liability	NIL	NIL
Civil proceedings where the amount involved is equivalent	NIL	NIL
to or in excess of the Materiality Threshold
Material violations of statutory regulations	NIL	NIL
Matters involving economic offences where proceedings	NIL	NIL
have been initiated
Other pending matters which, if they result in an adverse	NIL	NIL
outcome would materially and adversely affect the
operations or the financial position of Subsidiaries
*Taxation cases involving our Subsidiaries*
Direct Tax Proceedings	08	0.52
Indirect Tax Proceedings	NIL	NIL**

** Our subsidiary, MHE Rentals India Private Limited, had an outstanding GST demand of ₹15.52 lakhs, comprising a tax liability of ₹6.99 lakhs and interest and penalties amounting to ₹8.53 lakhs. Pursuant to the GST Amnesty Scheme, the interest and penalties of ₹8.53 lakhs were waived, and the Company discharged the tax liability of ₹6.99 lakhs.

#(1) In relation to Financial Year 2017–18 and the tax period July 2017 to March 2018, the Department of Goods & Services Tax, Government of Maharashtra, issued a notice in Form GST ASMT-10 on September 3, 2021, highlighting discrepancies in the Company’s returns. Subsequently, a Demand Order dated June 15, 2022, was issued under Sections 73, 50, and 122 of the MGST Act, 2017, raising a demand of ₹65.93 lakhs based on alleged irregularities including delayed ITC claims, interest liabilities, contraventions of Sections 155 and 73(1), and excess RCM ITC. The Company filed an appeal against the said Demand Order in Form GST APL-01 on September 13, 2022, contesting the observations of the GST Department.

#(2) In relation to Financial Year 2018–19 and the tax period April 2018 to March 2019, the Department of Goods & Services Tax, Government of Maharashtra, issued a notice in Form GST ASMT-10 on August 10, 2023, highlighting discrepancies in the Company’s returns. Subsequently, a Demand Order dated February 02, 2024, was issued under Sections 73, 50, and 122 of the MGST Act, 2017, raising a demand of ₹55.89 lakhs based on alleged discrepancies including excess outward tax, ITC from non-filer suppliers, and mismatched ITC claims. The Company filed an appeal against the said Demand Order in Form GST APL-01 on May 1, 2024, contesting the observations of the GST Department.

*The Company had an outstanding GST demand of ₹0.31 lakhs, which has been duly paid. However, the said demand continues to be reflected on the GST portal.

For detailed information, see " Outstanding Litigation and Defaults " on page 98 of the t Letter of Offer.

Risk Factors

For details of the risks applicable to us, including to our business, the industry in which we operate, and our Equity Shares, please refer to the chapter titled “ Risk Factors ” beginning on page 20, of this Letter of Offer.

Contingent Liabilities

For details of the contingent liabilities, as reported in the Consolidated Audited Financial Statements, please refer to the section titled “ Financial Information ” beginning on page 88 of this Letter of Offer.

Summary of Related Party Transactions

For details, please refer to the section titled “ Financial Information ” beginning on page 88 of this Letter of Offer.

Issue of Equity Shares made in last one year for consideration other than cash

Our Company has not made any issuance of Equity Shares in the last one year for consideration other than cash.

SECTION II RISK FACTORS

An investment in equity shares involves a high degree of risk. You should carefully consider all the information disclosed in this Letter of Offer, including the risks and uncertainties described below and the " Financial Information " on page 88 of this Letter of Offer, before making an investment in the Equity Shares. The risks described below are not the only risks relevant to us or Equity Shares or the industries in which we currently operate. Additional risks and uncertainties, not presently known to us or that we currently deem immaterial may also impair our business, cash flows, prospects, results of operations and financial condition. In order to obtain a complete understanding about us, investors should read this section in conjunction with " Industry Overview ", " Our Business " and " Management’s Discussion and Analysis of Financial Condition and Results of Operations " beginning on pages 64, 74, and 92, respectively, as well as the other financial information included in this Letter of Offer. If any of the risks described below, or other risks that are not currently known or are currently deemed immaterial actually occur, our business, cash flows, prospects, results of operations and financial condition could be adversely affected, the trading price of the Equity Shares could decline, and investors may lose all or part of the value of their investment. The financial and other related implications of the risk factors, wherever quantifiable, have been disclosed in the risk factors mentioned below.

However, there are certain risk factors where the financial impact is not quantifiable and, therefore, cannot be disclosed in such risk factors. You should consult your tax, financial and legal advisors about the particular consequences to you of an investment in this Issue. The following factors have been considered for determining the materiality:

1. Some events may not be material individually but may be found material collectively;

2. Some events may have material impact qualitatively instead of quantitatively; and 3. Some events may not be material at present but may have material impact in future.

This Letter of Offer also contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including the considerations described below and elsewhere in this Letter of Offer. Any potential investor in, and purchaser of, the Equity Shares should pay particular attention to the fact that our Company is an Indian company and is subject to a legal and regulatory environment which, in some respects, may be different from that which prevails in other countries. For further information, please refer to " Forward Looking Statements " beginning on page 15 of this Letter of Offer.

Unless otherwise indicated or the context requires otherwise, the financial information included herein is based on our Financial Statements and Unaudited Interim Financial Information included in this Letter of Offer. For further information, please refer to " Financial Information " beginning on page 88 of this Letter of Offer. In this section, unless the context requires otherwise, any reference to "we", "us" or "our" refers to Josts Engineering Company Limited.

INTERNAL RISK FACTORS

1. We derive a substantial portion of our revenue from operations from a limited number of customers. Our top 10 (ten) customers contributed ₹6,685, ₹4,045 lakhs, and ₹3,524 lakhs respectively to our revenue from operations for Fiscal 2025, Fiscal 2024, and Fiscal 2023 comprising of 32.51%, 23.22% and 22.07% of the total revenue from operations, respectively. Our business is dependent on our continuing relationships with our customers and any deterioration in our relations with any of them could materially and adversely affect our business, results of operations, cash flows and financial condition.

Fluctuations in performance of industries in which certain of our customers operate including adverse general economic conditions or decline in business/sales of such customers, unfavourable financial position of such customers or our relationships with these customers may result in a loss of customers, decrease in the volume of work we undertake for a number of reasons, or the price at which we offer our services or if such customers decide to choose our competitors over us, could materially and adversely affect our business, results of operations, cash flows and financial condition. For details of our business, see " Our Business " on page 74 of this Letter of Offer

We cannot assure you that we will be able to maintain historic levels of business from our top 10 customers, or that we will be able to reduce customer concentration in the future. The volume and timing of sales to our top 10 customers may vary due to variation in demand from such customers. Any decrease in the demand for our products from our top 10 customers, or a termination of our arrangements with them, could adversely impact our business, results of operations, financial condition and cash flows.

Larger contracts from few customers may represent a larger part of our portfolio, increasing the potential volatility of our results and exposure to individual contract risks. We may be vulnerable to accepting onerous contractual terms with regard to change in scope of work or inclusion of additional work within the scope of an existing contract. While such instances have not occurred in the past, however such concentration of our business on a few projects or clients may have an adverse effect on our results of operations and result in a significant reduction in the award of contracts which could also adversely affect our business if we do not achieve our expected margins or suffer losses on one or more of these large contracts, from such clients. We cannot assure you that we can maintain the historical levels of project orders from these clients or that we will be able to find new clients in case we lose any of them. Further, major events affecting our clients, such as adverse market conditions, regulatory changes, adverse cash flows, change in government or applicable governmental policies, could adversely impact our business. If any of our major clients become financially strained, we may face delays in receiving payments from our project clients, which may adversely impact our cash flows and financial condition. For instance, we are experiencing delayed payments from some of our clients, which adversely impacted our cash flows.

In the event we are unable to complete our projects within the duration prescribed under our contracts, or the quality of our work deteriorates, then our relationship may get strained, and we may not get further orders from our current clients which could adversely affect our business. In addition, our clients may also be entitled to terminate the agreement in the event of delay in completion of the work if the delay is not on account of any of the agreed exceptions. In the event any one or more such clients should terminate their contracts for any reason or cease doing business with us in the future or be affected by external or internal risks that impact their ability to make contracted payments to us, our business and prospects may be adversely affected.

2. Our Company has negative cash flows from its operating activity, investing activity and financing activity. Sustained negative cash flow could adversely impact our business, financial condition and results of operations.

Our Company had reported certain negative cash flows in previous years as per the Standalone and Consolidated Financial Statements, as stated below:

Cash Flow of our Company (on a standalone basis)

			(₹ in Lakhs)
Cash Flow From	Fiscal 2025	Fiscal 2024	Fiscal 2023
Profit / (Loss) Before Tax	2,156	1,343	972
Operating Activities	1,763	(539)	714
Investing Activities	(1,216)	(1,392)	(597)
Financing Activities	(426)	1,866	(69)

Cash Flow of our Company (on a	consolidated basis)
			(₹ in Lakhs)
Cash Flow From	Fiscal 2025	Fiscal 2024	Fiscal 2023
Profit / (Loss) Before Tax	2,377	1,370		1,009
Operating Activities	455	194		1,064
Investing Activities	(920)	(2,307)		(325)
Financing Activities	638	2,067		(715)

Cash flow of a company is a key indicator to show the extent of cash generated from operations to meet capital expenditure, pay dividends, repay loans and make new investments without raising finance from external resources. Since our Company is in a growth phase, our working capital requirement has

increased and this has resulted in negative cash flow from operations in Fiscal Year 2024. If our Company is not able to generate sufficient operating cash flows, it may adversely affect our business and financial operations. For further details, please see “ Financial Information” on page no 88.

3. Our Company intends to allocate a substantial portion of the net proceeds from the Rights Issue towards meeting their working capital requirements, which is subject to operational risks and monitoring challenges.

Our Company intends to allocate in aggregate ₹4,358 Lakhs towards the working capital requirements, which is a substantial portion of the net proceeds from the Rights Issue.

On the basis of existing and estimated and projected working requirements, the Rights Issue Committee of the Board, pursuant to their resolution dated April 28, 2025, has approved the fund requirement towards working capital for the Fiscal 2025 and 2026. The estimated working capital requirements for Fiscal 2025 and 2026 as stated below:

Sr. No.	Particulars Financial Year 2025 [Actual] Financial Year 2026 [Estimated]
I.	Current Assets
1.	Inventories 557 1,184
2.	Financial Assets
a.	Current Investments 17 19
b.	Trade Receivables 7,573 11,461
c.	Cash and cash equivalents 550 1,069
e.	Loans 211 350
f.	Other current financial assets 171 350
3.	Other current assets 733 3,983
	Total Current Assets (A) 9,812 18,416
II.	Current Liabilities
1.	Financial liabilities
a.	Short Term Borrowings 292 593
b.	Lease liabilities 50 50
c.	Trade payables 4,210 5,567
d.	Other current financial liabilities 125 160
2.	Other current liabilities 857 1,242
3.	Current provisions 101 210
4.	Income tax liabilities (net) 216 77
	Total Current Liabilities (B) 5,851 7,899
III.	Total Working Capital Requirements
	Total Current Assets (A) - Total Current Liabilities (B) 3,961 10,517
IV.	Funding pattern
1.	Working Capital Funding from Banks 253 550
2.	Internal accruals/ other sources 3,708 5,608
3.	Net Proceeds from the proposed Placement - 4,358
V.	Days
1.	Raw material (inventories) 21 -
2.	Unbilled Work-in-progress (other current financial assets) 2 -
3.	Finished Goods 12 12
4.	Trade Receivables 113 108
5.	Trade Payables 93 74

Working capital, which comprises funds allocated for daily business operations such as inventory, trade receivables, other current assets, trade payables and other short-term financial obligations, continuously circulates through the business cycle. The deployment of working capital is inherently subject to various factors, including fluctuations in operational costs, changes in market conditions, and business growth. Unlike fixed assets, which remain relatively stable over time, working capital is subject to frequent changes based on operational demands, market conditions, and cash flow movements. Given the nature of working capital utilization, continuous monitoring, tracking and managing its usage can be difficult. Any inefficiencies or mismanagement in the deployment of these funds may impact our liquidity position, cash flows, and overall financial health.

Further, since working capital requirements may vary based on business cycles and external factors, there can be no assurance that the allocated funds will be sufficient to meet our future working capital needs. Any shortfall in working capital may require us to arrange for additional financing, which could impact our financial position and profitability.

The fund requirements, proposed deployment of funds and the intended use of the Net Proceeds is based on our current business plan, internal management estimates, current circumstances of our business, prevailing market conditions and other commercial considerations. We may have to revise our funding requirement on account of factors, such as financial and market conditions, competition, price fluctuations, and other external factors, which may not be within the control of our management. This may also entail rescheduling of the proposed deployment of the Net Proceeds at the discretion of our management, subject to compliance with applicable laws.

4. We have entered, and will continue to enter into related party transactions which may involve conflicts of interest. These or any future related party transactions may potentially involve conflict of interest and there can be no assurance that we could not have achieved better terms, had such arrangements been entered into with unrelated parties. Further, our Whole Time Director Jai Prakash Agarwal and our Managing Director Vishal Jain has interests in us other than reimbursement of expenses incurred and normal remuneration or benefits.

Our Company has entered into certain transactions with our related parties including our wholly owned subsidiaries, Promoters and close relatives of directors over which they are able to exercise significant influence. Further, our Whole Time Director Jai Prakash Agarwal and our Managing Director Vishal Jain has interests in us other than reimbursement of expenses incurred and normal remuneration or benefits. Our Promoters, Promoter Group and Directors are interested in our Company to the extent (i) in their capacity as Promoters and/or Directors, as applicable; (ii) of their shareholding in our Company; (iii) the dividend payable, if any, and any other distributions in respect of the Equity Shares held by them in our Company, from time to time; (iv) normal remuneration or benefits and reimbursement of expenses; and (v) transactions undertaken by our Company with entities wherein, our Promoters, our Promoter Group holds shares, directly or indirectly exercise control/significant influence, and are classified are Related Parties as per the criteria laid down in IND-AS 24.

MHE Rentals India Private Limited (MHE), is engaged in equipment rental business. Our Company is involved in selling various equipment to MHE, wherein sale of goods/services to MHE for F.Y. 2025 was ₹90 Lakhs, for F.Y. 2024 was ₹163 Lakhs and for F.Y. 2023 was ₹98 Lakhs . Our Company receives continuous orders from MHE Rentals resulting in the increase in value of transactions.

There is no potential conflict of interest between the Issuer and its related parties, including its corporate promoters as all such transactions have been conducted on an arm’s length basis, and are in compliance with applicable laws, including the Companies Act, 2013. We cannot assure that we could not have achieved more favorable terms had such transactions been entered into with unrelated parties. Furthermore, it is likely that we will enter into related party transactions in the future.

Although all material related party transactions that we may enter into, will be subject to Audit Committee and Board or shareholder approval, as necessary under the Companies Act, 2013 and the SEBI Listing Regulations, there can be no assurance that such transactions, individually or in aggregate, will not have an adverse effect on our financial condition and results of operation. For further details, please refer to “ Financial Information ” on page no 88 in this Letter of Offer.

5. Our Order Book may not be representative of our future results and our actual income may be less than the estimates reflected in our Order Book, which could adversely affect our business, financial condition, results of operations and prospects.

As on March 31, 2025, our Order Book position was 21,056 Lakhs which has increased consistently over a period of time., While the Order Book provides a useful indication of committed work, it may not always translate into revenue as scheduled, due to various factors such as project delays, changes in scope or modifications by customers apart from delayed payments by customers, regulatory bottlenecks, unforeseen operational challenges, or other circumstances beyond our control including force majeure events.

Although during the last two financial years, there were no instances of termination of contract. However, we may not assure you the occurrence of the said events in future.

6. We have shut down our existing manufacturing unit in issuer company located at Thane and set-up a new facility at Murbad in Wholly Owned Subsidiary (WOS) of the Company which may impact our operations and cost competitiveness in short term.

Our Company has discontinued manufacturing operations at its factory located at C-7, Wagle Industrial Estate, Road No. 12, Thane – 400604, with effect from January 31, 2025, due to ageing of the factory, and old machinery resulted into, higher cost of production, subsequently becomes uneconomical to continue manufacturing at Thane factory. However, company has set-up a new manufacturing facility in WOS and started obtaining its requirement of the products/ inventory through it as well as from reliable third-party manufacturers and suppliers to ensure consistent product quality, timely delivery, and cost competitiveness.

While the cessation of in-house manufacturing may impact our cost structure and production control in the short term, till the newly unit at WOS fully optimize its operations.

7. Few of our Promoters do not have the experience of operating in the material handling equipment sector. Some of our promoters do not have adequate experience and have not actively participated in business activities of our Company.

Few of our Promoters do not have prior experience in the sector in which our Company operates. They have not acquired any technical expertise which is required in our field. Our Company relies on the technical expertise of its employees. There can be no assurance that we will be successful in our business plans due to the lack of such direct experience of our Promoters.

Moreover, some of our Promoters, Krishna Agarwal (wife of promoter Jai Prakash Agarwal), Rajendra Kumar Agarwal (brother of promoter Jai Prakash Agarwal) and Anita Agarwal (wife of promoter Rajendra Kumar Agarwal) do not have experience and have not actively participated in the business activities undertaken by us.

8. We have not made any alternate arrangements for meeting our capital requirements for the Objects of the Issue. Further, we have not identified any alternate source of financing the ‘Objects of the Issue’. Any shortfall in raising / meeting the same could adversely affect our growth plans, operations and financial performance.

As of date, we have not made any alternate arrangements for meeting our capital requirements for the Objects of the Issue. We meet our capital requirements through our bank finance, owned funds and internal accruals. Any shortfall in our owned funds, internal accruals and our inability to raise debt in future would result in us being unable to meet our capital requirements, which in turn will negatively affect our financial condition and the results of operations. Further, we have not identified any alternate source of funding and hence any failure or delay on our part to raise money from this issue or any shortfall in the issue proceeds may delay the implementation schedule and could adversely affect our growth plans. For further details, please refer to the chapter titled “ Objects of the Issue ” beginning on page 53 of this Letter of Offer.

In the event our Company does not receive the minimum subscription of 90% of the total Issue Size or the subscription level falls below 90% of the total Issue Size after the Issue Closing Date, on account of withdrawal of Applications or technical rejections or any other reason, our Company shall refund the entire subscription amount received within such period as may be prescribed under applicable law. On occurrence of such an event, we shall be unable to meet our capital requirements. We do not have any alternate sources of finance available, therefore in such an event we shall be forced to approach lenders for seeking additional finance for meeting our Objects of the Issue. The occurrence of any such event could have an adverse impact on our financial conditions and results of operations

9. Our inability to meet our obligations, including financial and other covenants under our credit facilities could adversely affect our business and financial results.

As of March 31, 2025, our aggregate outstanding indebtedness was ₹361 Lakhs comprising of shortterm borrowings, current maturities of long-term debts and vehicle loans. The total finance cost incurred by our Company to service such outstanding indebtedness for the Fiscal Years 2025, 2024 and 2023 was ₹187 lakhs and ₹117 lakhs and ₹82 Lakhs respectively. Our credit facilities contain certain restrictive covenants that may require prior written approval of lenders and limit our ability to undertake certain types of transactions, any of which could adversely affect our business and financial results. Upon the occurrence of certain events or otherwise, certain lenders to our Company inter alia have the right to:

the bank’s commitment to advance any undrawn balance of the loan shall cease and all the amounts due will become repayable forthwith on demand in writing being made by the bank at any time;
impose penal/default interest;
accelerate the facility and declare all amounts payable by our Company in respect of the facility to be due and payable immediately or otherwise payable on demand;
enforce the security; Additionally, some of our borrowings may be secured against all or a portion of our assets, and lenders may be able to sell such assets to enforce their claims for repayment.

Our failure to meet our obligations under credit facilities could have an adverse effect on our business and financial results. If we are unable to repay or refinance our outstanding indebtedness, or if we are unable to obtain additional financing on terms acceptable to us, our business, financial condition and results of operations may be adversely affected. However, till the date of filing of the letter of Offer, there has been no default on any of our obligations.

10. The Promoters of our Company were involved in regulatory proceeding initiated by Securities and Exchange Board of India which has been settled.

Securities and Exchange Board of India (“ SEBI ”) had alleged that the promoters of our company Mr. Jai Prakash Agarwal, Ms. Anita Agarwal and Mr. Krishna Agarwal were indulged in creation of Artificial Volume through reversal of trade transactions in illiquid stock options at BSE Limited in terms of Rule 4 (1) of SEBI (Procedure for Holding Inquiry and Imposing Penalties by Adjudicating Officer) Rules, 1995 to our Company, in relation to trading in illiquid stock options, which was allegedly in violation of the provisions of the SEBI Act, 1992 and SEBI (Prohibition of Fraudulent and Unfair Trade Practices relating to Securities Market) Regulations, 2003.

The alleged Promoters of our company applied to SEBI for settlement of the proceedings by filing settlement applications in terms of the SEBI Settlement Scheme, 2022 and had thereafter paid the settlement amount of ₹1 lakh each to SEBI. We cannot assure you that regulatory proceedings will not be initiated against our Company, or any regulatory actions will not be taken against us in the future for any violation of applicable laws. Any such regulatory proceedings, or any adverse action as a result of such regulatory proceedings, may affect our reputation or business.

11. Certain properties of our Company are not owned by us but taken on leave and license basis for which leave and license agreements are untraceable. Our inability to locate such leave and license agreements may lead to civil dispute and/or us having to vacate premises of our registered office on a short notice. Further, some of our properties are not located on land owned by us and we have only leasehold rights. Our inability to renew the lease agreements and/or leave and license agreements or any adverse impact on the title or ownership rights of our landlords / owners in relation to these premises may impede our operations.

Our properties are on premises that have been taken on leave and license/lease from third parties. Our Registered Office has also been taken on rental basis from LIC India. However, the lease agreement/lease and license agreement, entered between LIC India and our Company in untraceable.

While we have conducted physical searches of the agreements at our Company’s offices and the online database available, we have not been able to trace the aforementioned corporate records.

In the event of any dispute arising out of non-availability of Lease / leave and license agreement, we may not be able to effectively enforce our rights arising out of such agreements which may have a material and adverse impact on the business of our Company.

Some of our other properties are also on lease and license/lease from third parties. Upon expiration of the leave and license/ lease agreements for each of our premises, we will be required to negotiate the terms and conditions. Our leave and license/ lease agreements are renewable on mutually acceptable terms and upon payment of such rent escalations as stated in the agreements. Any delay or non-payment of rent may result in vacation of the property.

We cannot assure that we will be able to renew our lease/ leave and license agreements on commercially acceptable terms or at all. If we do not comply with the terms of the leave and license/ lease agreements, it may lead to termination which would have an adverse effect on our business, and results of operations. Further, any adverse impact on the title or ownership rights of the landlords, may force us to vacate such premises and we would be required to make alternative arrangements. In the event that we are required to vacate our current premises, we could be required to make alternate arrangements for our infrastructure and there can be no assurance that the new arrangements will be on commercially acceptable terms.

Further, relocation of any part of our operations may cause disruptions to our business and may require significant expenditure. If we are required to relocate our business operations, we may suffer a disruption in our operations or have to pay increased charges, which could have an adverse effect on our business, results of operations, financial condition and cash flows.

12. There are certain outstanding legal proceedings involving the Company and Subsidiaries which may adversely affect our business, financial condition and results of operations.

As of the date of this Letter of Offer, our Company and Subsidiaries are involved in some legal proceedings, including certain civil cases filed against us, criminal cases filed by us, and other outstanding legal matters. These proceedings are pending at various levels of adjudication before different courts and tribunals. The amounts claimed in these proceedings have been disclosed to the extent ascertainable and may include amounts claimed jointly and/or severally from us and/or other parties, as the case may be.

We cannot assure you that these legal proceedings will be decided in favour of our Company and Subsidiaries or that no further liability will arise from these proceedings. We may incur significant expenses in such legal proceedings and may need to make provisions in our financial statements, which could increase our expenses and liabilities. Any adverse decision may adversely affect our business, results of operations, and financial condition.

		(₹ in Lakhs) ^
Type of Proceeding	Number of Cases	Aggregate Amount
		Involved
*Cases by our Company*
Issues involving moral turpitude or criminal	NIL	NIL
liability
Civil proceedings where the amount involved	NIL	NIL
is equivalent to or in excess of the Materiality
Threshold
*Cases Against our Company*
Issues involving moral turpitude or criminal	NIL	NIL
liability
Civil proceedings where the amount involved	NIL	NIL
is equivalent to or in excess of the Materiality
Threshold
Material violations of statutory regulations	NIL	NIL
Matters involving economic offences where	NIL	NIL
proceedings have been initiated
Other pending matters which, if they result in	NIL	NIL
an adverse outcome would materially and
adversely affect the operations or the
financial position of our Company
*Taxation cases involving our Company*
Direct Tax Proceedings	15	4.48
Indirect Tax Proceedings*	02	121.82#
*Cases by our Subsidiaries*
Issues involving moral turpitude or criminal	01	11.20
liability
Civil proceedings where the amount involved	NIL	NIL
is equivalent to or in excess of the Materiality
Threshold
*Cases Against our Subsidiaries*
Issues involving moral turpitude or criminal	NIL	NIL
liability
Civil proceedings where the amount involved	NIL	NIL
is equivalent to or in excess of the Materiality
Threshold
Material violations of statutory regulations	NIL	NIL
Matters involving economic offences where	NIL	NIL
proceedings have been initiated
Other pending matters which, if they result in	NIL	NIL
an adverse outcome would materially and
adversely affect the operations or the financial
position of Subsidiaries
*Taxation cases involving our Subsidiaries*
Direct Tax Proceedings	08	0.52
Indirect Tax Proceedings	NIL	NIL**

^To the extent quantifiable

#(1) In relation to Financial Year 2017–18 and the tax period July 2017 to March 2018, the Department of Goods & Services Tax, Government of Maharashtra, issued a notice in Form GST ASMT-10 on September 3, 2021, highlighting discrepancies in the Company’s returns. Subsequently, a Demand Order dated June 15, 2022, was issued under Sections 73, 50, and 122 of the MGST Act, 2017, raising a demand of ₹65.93 lakhs based on alleged irregularities including delayed ITC claims, interest liabilities, contraventions of Sections 155 and 73(1), and excess RCM ITC. The Company filed an appeal against the said Demand Order in Form GST APL-01 on September 13, 2022, contesting the observations of the GST Department.

#(2) In relation to Financial Year 2018–19 and the tax period April 2018 to March 2019, the Department of Goods & Services Tax, Government of Maharashtra, issued a notice in Form GST ASMT-10 on August 10, 2023, highlighting discrepancies in the Company’s returns. Subsequently, a Demand Order dated February 02, 2024, was issued under Sections 73, 50, and 122 of the MGST Act, 2017, raising a demand of ₹55.89 lakhs based on alleged discrepancies including excess outward tax, ITC from nonfiler suppliers, and mismatched ITC claims. The Company filed an appeal against the said Demand Order in Form GST APL-01 on May 1, 2024, contesting the observations of the GST Department.

*The Company had an outstanding GST demand of ₹0.31 lakhs, which has been duly paid. However, the said demand continues to be reflected on the GST portal.

For detailed information, see " Outstanding Litigation and Defaults " on page 98 of this Letter of Offer.

13. Our Company has certain contingent liabilities and commitments, which, if they materialize, may adversely affect our results of operations, financial condition and cash flows.

The table below set forth our Contingent Liabilities as for Fiscal 2025 and Fiscal 2024, and Fiscal 2023:

			(₹ in Lakhs)
Particulars	Fiscal 2025	Fiscal 2024	Fiscal 2023
Contingent Liabilities
A) Claims against the Company, not acknowledged as
Debts
Goods and Services Tax Demand	122	122	66
B) Bank Guarantees	2,186	1,407	772
C) Letter of credit issued to vendor	1,606	364	73
D) On account of corporate guarantee to bankers on	572	703	577
behalf of subsidiary for facilities availed by them

If a significant portion of our contingent liabilities except for the guarantees issued by the Company’s Bankers on behalf of our Company materialises, it could affect our business, financial condition, results of operations and cash flows.

There can be no assurance that we will not incur similar or increased levels of contingent liabilities in the current Financial Year or in the future. For further details in relation to our contingent liabilities, please refer to the section entitled " Financial Statements " and “ Management’s Discussion and Analysis of Financial Position and Results of Operations” on page 88 and 92, respectively, of this Letter of Offer.

14. Delays associated with the collection of trade receivables may adversely affect our business and results of our operations

There may be delays associated with the collection of trade receivables which may result as a strain on our resources and as on March 31, 2025, ₹7,820 Lakhs of our total trade receivable were outstanding. The ageing of the outstanding debts for the preceding three years has been provided below:

(₹ in Lakhs)

Particulars		Fiscal 2024	Fiscal 2023
Not Due	3,214	2,266	1,808
Less than 6 Months	2,672	3,048	1,965
6 months to 1 years	1,395	298	499
1-2 year	255	306	257
2-3 years	203	54	70
More than 3 years	81	75	85
Total	7,820	6,047	4,684

We cannot assure you that we will be able to collect our receivables in time or at all which may have an adverse effect on our cash flows, business, results of operations and financial condition. Delays in client payments may require us to make a working capital investment. If a client defaults in making its payments

for which we have devoted significant resources it could have a material adverse effect on our results of operations and financial condition. Securing adequate banking facilities towards borrowings is crucial for our long-term growth. However, our ability to obtain necessary funds timely and on favorable terms is uncertain, influenced by our financial health, market conditions. Inability to meet these financial obligations could lead to negative cash flows and hamper our working capital needs, adversely impacting our business and operations and creating additional interest cost.

15. The management of our Company is dependent upon our Senior Management Personnel, Whole Time Director and Key Managerial Personnel.

We operate in an industry where the quality of our people is a critical asset. We benefit significantly from the vision, strategic guidance, experience and skills of several key members of our management team, which includes our Promoters, supported by the skills, efforts, expertise, continued performance and motivation of our Key Managerial Personnel, Senior Management and other personnel.

The table below sets forth the Key Managerial Personnel and Senior Management who have resigned from employment in Fiscal 2025, 2024 and Fiscal 2023 from our Company:

		Key Managerial	Key Managerial	Key Managerial
		Personnel and Senior	Personnel and	Personnel and Senior
		Management	Senior Management	Management Attrition
		(Number)	Attrition (Number)	rate (%) #
Fiscal	2025	9	1	11%
Fiscal	2024	9	-	-
Fiscal	2023	8	1	13%

#Attrition rate= (Total number of KMP and SMP resigned during the reporting period/ Total number of KMP and SM as on the last day of the reporting period) * 100

If any of our Whole Time Director, Key Managerial Personnel and Senior Management cease to be associated with our Company and we fail to recruit suitable replacements in a timely manner, our ability to manage our growth and our business, results of operations and prospects may be adversely affected. For further details, see " Our Management " on page 83 of this Letter of Offer.

The overall attrition rate in our Company is 11%, 24% and 23% for Fiscal 2025, Fiscal 2024 and 2023, respectively.

16. Deployment of funds raised through this issue not subject to any monitoring agency.

Since, the Net Proceeds from Issue is less than ₹10,000 lakh, there is no mandatory requirement of appointing an Independent Monitoring Agency for overseeing the deployment of utilization of funds raised through this Issue. The deployment of these funds raised through this Issue, is hence, at the discretion of the management and the Board of Directors of our Company and will not be subject to monitoring by any independent agency. However, our Audit committee will also review and Monitor the end use of funds of the Issue. Any inability on our part to effectively utilize the Issue proceeds could adversely affect our financials.

17. Our business is significantly dependent on a few suppliers for procurement of finished goods and an inability to procure the desired quality and/or quantity of finished goods in a timely manner and at a reasonable cost, or at all, may have a negative impact on our business, results of operations, financial condition and cash flows.

We procure goods based on orders received from our customers. As our products are capital goods and are of high values, we procure goods based on orders or tenders received from our customers. However, for standard equipment and spares we maintain minimal inventories in our warehouse. Our changes in inventories of finished goods for the FY 2025, F.Y 2024 and F.Y 2023 was ₹383 lakhs, ₹635 lakhs, and ₹745 lakhs and respectively. Our Finished Goods Inventory turnover ratio for FY 2025, F.Y 2024 and F.Y 2023 was 1.76%, 3.64%, 4.67% respectively. We rely on third party and our subsidiary to supply the finished goods. Any shortage in supply, delay in deliveries or not delivering the goods may have a

material adverse effect on our business, results of operations and financial condition

18. Trade constraints between the countries we export to and India may adversely affect our business and results of operation.

Most of our customers operate across diverse geographies and we supply our products to customers in various countries. 0.43% in Fiscal 2025 and 0.32% in Fiscal 2024 of our revenue of operations has been from export sales. Thus, any change in the political or economic scenario in such countries or their economic and trade relation with India, change in sales strategy of our customers in such countries, change in demand for our products in such countries, or imposition of trade embargo on such countries by India or vice-versa, may have an adverse effect on our business and operations.

19. We operate in highly competitive markets and our business, results of operations, financial condition and future prospects will depend on how effectively we compete.

We face competition from various international and domestic companies. Our competitors may have significantly greater financial or marketing resources and operate larger global networks than we do. Further, we operate within an industry comprising of Indian and multinational players resulting in a stiff competition from these players. Pricing is unregulated in our industry and is a key differentiator in our industry and, accordingly, our competitors may engage in price competition.

If we do not maintain or gain sufficient market presence or are unable to differentiate ourselves from our competitors, we may not be able to compete effectively with our competitors. Our ability to compete effectively may be constrained by the following factors:

Loss of key members of our management team and experienced employees (in particular, those that have relationships with our key customers) to our competitors;
Competitors may enter into alliances with international providers and have access to an extensive distribution network, larger customer base as well as resources and technologies that may not be available to us;
Our competitors may be able to procure funding for their operations at more favorable terms than us;
Our competitors may deploy more advanced technology; and
Certain domestic or regional competitors may have a lower cost base than ours

While we have historically been able to conduct our business at competitive margins and on a costeffective basis, there can be no assurance that we will be able to do so in the future. Some of our competitors may have significantly greater financial resources, provide better pricing, or provide shorter delivery times and may have greater market reach as compared to us. Also, our ability to compete depends on a number of factors beyond our control, including the ability of our competitors to attract, train, motivate and retain highly skilled technical employees which may adversely affect our profitability and market share, in turn, affecting our business, financial condition, results of operations and future prospects.

For further details, please see “ Industry Overview ” and “ Our Business ” on page 64 and 74.

20. We are required to furnish bank guarantees as part of our business. Our inability to arrange such guarantees or the invocation of such guarantees may adversely affect our cash flows and financial condition.

As part of our business and as is customary, we are required to provide advance bank guarantees, contract performance bank guarantees and/or performance bank guarantees in favour of our clients under the respective orders., We typically issue bank guarantees to our clients with whom the contractual arrangement or order has been entered into. Advance bank guarantees are required to be furnished for receiving advance money from our customers, contract performance bank guarantees are to be issued in the initial period of the contract which needs to be valid till the performance period and performance bank guarantees is required to be issued to release the retention money and should remain valid up till completion of performance period which generally ranges between 12 to 24 months. We may not be able

to continue obtaining new financial and performance bank guarantees in sufficient quantities to match our business requirements. If we are unable to provide sufficient collateral to secure the financial bank guarantees, performance bank guarantees or letters of credit, our ability to enter into new contracts or obtain adequate supplies could be limited and could have a material adverse effect on our business, results of operations and financial condition. Further, the process of obtaining letters of credit, financial and performance bank guarantees, tends to increase our working capital requirements.

As for Fiscal 2025 and Fiscal 2024 as extracted from our Financial Information, we had issued bank guarantees amounting to 1,606 and ₹1,407 Lakhs respectively, towards securing our financial / performance obligations under our ongoing projects.

We may be unable to fulfil any or all of our obligations under the contracts entered into by us in relation to our ongoing projects due to unforeseen circumstances which may result in a default under our contracts resulting in invocation of the bank guarantees issued by us. If any or all the bank guarantees are invoked, it may result in a material adverse effect on our business and financial condition.

21. The Industry information included in this Letter of Offer has not been derived from any commissioned or paid agency.

The industry-related information contained in this Letter of Offer has been compiled from publicly available sources, including government publications, industry reports, official websites, and other publicly accessible data platforms, which we believe to be reliable and accurate to the best of our knowledge. Our Company has not commissioned any third-party or independent agency for the preparation of an exclusive industry report in connection with this Letter of Offer. The information presented under the section “ Industry Overview ” on page 64 is based on data available in the public domain from “Manufacturing Sector in India - India Brand Equity Foundation” available on www.ibef.org, and is intended to provide a general understanding of the Equipment handling and engineering products industry in India.

While reasonable care has been taken in compiling and presenting this information, we cannot guarantee the accuracy, completeness, or reliability of the data sourced from such public materials. Different sources may employ varying methodologies and assumptions, and such assumptions are subject to change over time due to various economic, regulatory, and industry-specific developments. The industry data may also have been reclassified or modified by us for the purposes of presentation and may not be comparable across different sources.

Prospective investors are advised not to place undue reliance on this information and are encouraged to undertake their own independent analysis and consult their own advisors before making any investment decisions regarding the Issue. The inclusion of industry information in this Letter of Offer should not be construed as a recommendation to invest in or divest from our Company.

22. Our Company is involved in an ongoing legal dispute with Renew Solar Energy (Jharkhand One) Private Limited due to non-payment of invoices by it. Our Company had resolved to settle this dispute through mediation, but the mediation failed. The Company is considering alternate ways to resolve this dispute, including filing of legal proceedings. If we are not able to resolve the dispute or do not initiate legal proceedings in a timely manner, the claim may be barred by limitation and this may temporarily affect our cash flows.

Our Company had initiated mediation proceedings against Renew Solar Energy (Jharkhand One) Private Limited (“ Renew Solar Energy ”) for certain unpaid invoices and wrongful invocation of a performance bank guarantee by Renew Solar Energy. Our Company raised an invoice of ₹29.07 lakhs for our services, but Renew Solar Energy disputed the invoice and invoked the performance bank guarantee of ₹30.16 lakhs issued by our Company.

In the mediation proceedings, our Company claimed an aggregate amount of ₹78.70 lakhs, comprising ₹29.07 lakhs towards unpaid invoices, ₹30.16 lakhs towards the performance bank guarantee and ₹19.47 lakhs towards interest at 18% per annum. The mediation proceedings failed, and the mediator did not pass any order or award either in favour or against any party.

23. Any failure to protect our intellectual property rights could adversely affect our competitive position, business, financial condition and results of operation.

Presently, our Company is using the logo For further details, please see “ Our Business – Intellectual Property Rights ” on page 81. The use of our trademarks or logos by third parties could adversely affect our reputation, which could in turn adversely affect our business and results of operations. We may not be able to prevent infringement of our trademarks and a passing off action may not provide sufficient protection until such time that this registration is granted. If our trademarks or other intellectual property are improperly used, the value and reputation of our brands could be harmed. The measures we take to protect our intellectual property may not be adequate to prevent unauthorized use of our intellectual property by third parties. Notwithstanding the precautions we take to protect our intellectual property rights, it is possible that third parties may copy or otherwise infringe upon our rights, which may have an adverse effect on our business, results of operations and financial condition.

24. Any inability on our part to maintain quality standards or keep pace with the technological developments could adversely impact our business, results of operations and financial conditions.

Our business is dependent on the trust our customers have in the quality of our products. The products we supply must meet our customers’ quality standards. Although we have put in place quality control procedures, we cannot assure that our products will always be able to satisfy our customers’ quality standards.

Any negative publicity regarding our Company, or products, including those arising from a drop in quality of our products from our vendors, or any other unforeseen events could adversely affect our reputation, our operations and our results from operations. Any rapid change in our customers’ expectation on account of changes in technology or introduction of new products or for any other reason and failure on our part to meet their expectation could adversely affect our business, result of operations and financial condition. Our failure to anticipate or to respond adequately to changing technical, market demands and/or client requirements could adversely affect our business and financial results.

25. Our Company has provided corporate guarantees in relation to facilities availed by the Wholly Owned Subsidiaries.

As on March 31, 2025, our Company has provided corporate guarantees on behalf of the Wholly Owned Subsidiaries, as mentioned below that are repayable on demand to the relevant lender. Any such unexpected demand or accelerated repayment may have a material adverse effect on the business, cash flows and financial condition. Any action invoking the corporate guarantee for repayment, may adversely affect our cash flows.

(₹ in Lakhs)

Name of the Entity	Amount
Wholly Owned Subsidiary
MHE Rentals India Private Limited		786
JECL Engineering Limited		1,400

26. There are certain instances of delays in payment of statutory dues. Any delay in payment of statutory dues or non-payment of statutory dues in dispute may attract financial penalties from the respective government authorities, which may have an adverse impact on our financial condition and cash flows.

Our Company and Subsidiaries is required to pay certain statutory dues including in relation to TDS, labour welfare fund charges, provident fund, employee state insurance and professional taxes. The table below sets out details of the delays in statutory dues payable by our Company and subsidiaries for the years indicated:

	(₹ in Lakhs) Entity Financial Year 2025 Financial Year 2024 Financial Year 2023 Company - - - Subsidiary 14.03 - 0.19 Total 14.03 - 0.19 Company - - - Subsidiary 3.52 0.46 - Total 3.52 0.46 - Company - - - Subsidiary 0.16 - 0.32 Total 0.16 - 0.32 Company - 0.06 0.14 Subsidiary 0.12 0.07 NIL Total 0.12 0.13 0.14 Company - 29.01 - Subsidiary 0.74 - 0.06 Total 0.74 29.01 0.06
Nature of Payment
Provident Fund

Employee state insurance

Professional taxes

Labour welfare fund charges

TDS

There has been some delay in filing provident fund, professional tax, labour welfare fund charges, goods and service tax and TDS returns. The Company is taking steps to adhere to the timelines and to ensure that such delays do not take place in the future. There can be no assurance that such delays may not arise in future. This may lead to financial penalties from respective government authorities which may have an impact on our financial condition and cash flows.

27. As the securities of our Company are listed on BSE Limited, our Company is subject to certain obligations and reporting requirements under the SEBI Listing Regulations. Any non-compliances/ delay in complying with such obligations and reporting requirements may render us liable to prosecution and/or penalties.

The Equity Shares of our Company are listed on BSE Limited, therefore we are subject to the obligations and reporting requirements prescribed under the SEBI Listing Regulations. There have been instances in the past wherein, our Company has failed to comply with the requirements of the SEBI Listing Regulations in a timely manner, the details of such non-compliances during the Financial Year 2025, 2024 and 2023 have been provided below:-

S.	Non-Compliance alleged	Fine / Penalty levied	Date of Payment of
No.		(in ₹)	Fine
1.	Non-compliance under Regulation	17,700.00	July 26, 2022
	23(9) of the SEBI Listing Regulations

28. Our funding requirements and the proposed deployment of Net Proceeds have not been appraised by a financial institution or a bank or any other independent agency and are based on management estimates.

Our funding requirements set out in the section titled “ Objects of the Issue ” on page no 53 are based on management estimates and have not been appraised by any bank or financial institution or any other independent agency. Our funding requirements are based on our current business plan and may vary based on various factors including macro-economic and other changes. In view of the dynamic nature of the industry in which we operate, we may have to revise our business plan from time to time and, consequently, the funding requirement and the utilisation of proceeds from the Issue may also change. This may also include rescheduling the proposed utilisation of Net Proceeds at the discretion of our management estimates and we have also not entered into definitive agreements to utilize certain portions of the Net Proceeds of the Issue. We may make necessary changes to utilisation of Net Proceeds in compliance with the provisions of the Companies Act. In the event of any variation in actual utilisation

of the Net Proceeds, any increased fund deployment for a particular activity may be met from funds earmarked from any other activity and/or from our internal accruals, subject to compliance with applicable laws. Further, any such revision in the estimates may require us to revise our projected expenditure which may have a bearing on our profitability.

29. Any variation in the utilisation of our Net Proceeds would be subject to certain compliance requirements, including prior Shareholders’ approval.

We propose to utilise the Net Proceeds towards our working capital and general corporate purposes. For further details of the proposed objects of the Issue, please see section titled “ Objects of the Issue ” on page 53. We cannot determine with any certainty if we would require the Net Proceeds to meet any other expenditure or fund any exigencies arising out of the competitive environment, business conditions, economic conditions or other factors beyond our control. However, we have not entered into any definitive agreements and do not have any definite and specific commitments towards the aforementioned purposes for which our Company intends to use the Net Proceeds. Further, the Net Proceeds are intended to be utilised by the Company only. The planned use of the Net Proceeds is based on current conditions and is subject to changes in external circumstances, costs, other financial conditions or business strategies. Any variation in the planned use of the Net Proceeds would require Shareholders’ approval by passing a special resolution and our Promoters will be required to provide an exit opportunity to the Shareholders who do not agree to such proposal to vary the objects, in accordance with SEBI ICDR Regulations and may involve considerable time or cost overrun and in such an eventuality it may adversely affect our operations or business.

30. If we are unable to raise additional capital, our business, operations, prospects or financial results may be materially and adversely affected.

We will continue to incur significant expenditure in maintaining and growing our existing business. We cannot assure you that we will have sufficient capital resources for our current operations or any future expansion plans that we may have. While we expect our cash flow from operations to be adequate to fund our existing commitments, our ability to incur any future borrowings is dependent upon the success of our operations. Our ability to arrange financing and the costs of capital of such financing are dependent on numerous factors, including general economic and capital market conditions, credit availability from banks, investor confidence, the continued success of our operations and other laws that are conducive to our raising capital in this manner. Any unfavorable change to terms of borrowings may materially and adversely affect our cash flows, operations, prospects or financial results. If we decide to meet our capital requirements through debt financing, we may be subject to certain restrictive covenants. If we are unable to raise adequate capital in a timely manner and on acceptable terms, or at all, our business, operations, prospects or financial results could be materially and adversely affected.

31. Any change in existing government policies providing support to the engineering sector, or new policies withdrawing support presently available could adversely affect our business and the results of operations.

Any change in existing government policies providing support to engineering sector, or new policies withdrawing support presently available, in the jurisdictions in which we have operations could adversely affect the supply and demand balance and the competitive environment.

32. Our ability to pay dividends in the future will depend upon our future results of operations, financial condition, cash flows and working capital and capital expenditure requirements.

Our Company has declared dividends amounting to ₹98 Lakhs, ₹70 Lakhs and ₹56 Lakhs for Fiscal 2025, Fiscal 2024 and Fiscal 2023, respectively. The declaration, payment and amount of any future dividends is subject to the discretion of the Board and Shareholders, and will depend upon various factors, inter alia, our earnings, financial position, capital expenditures and availability of profits, restrictive covenants in our financing arrangements and other prevailing regulatory conditions from time to time. Any of these factors may thus restrict our ability to pay dividends in the future. If we are unable to pay dividends in the future realization of a gain on Shareholders’ investments will depend on the appreciation of the price of the Equity Shares. There is no guarantee that our Equity Shares will

appreciate in value.

33. We are unable to trace certain historical, legal and secretarial record in relation to incorporation of our Company.

Certain certificate and special resolutions passed by our shareholders are not traceable. These corporate records include: (i) the original certificate of incorporation dated May 9, 1907 issued to our Company by Registrar of Companies, Bombay; and (ii) special resolution dated February 12, 1914 pursuant to the name change application and issuance of new certificate of incorporation dated February 25, 1918.

While we have conducted searches of our records at our Company’s offices, on the MCA portal maintained by the Ministry of Corporate Affairs, we have not been able to trace the aforementioned corporate records.

We cannot assure you that, in future, we will not be subjected to any liability on account of such noncompliances. Although no legal proceedings or regulatory actions have been initiated or are pending against us in relation to such untraceable secretarial and other corporate records and documents, if we are subject to any such liability, it may have an adverse effect on our reputation, financial condition, cash flows and results of operations. Further, there can be no assurance that there will be no such delays or noncompliances in the future and our Company will not be subject to adverse actions by the authorities.

34. Our Promoters and Promoter Group will continue to retain significant control in our Company after the Issue, which will allow them to influence the outcome of matters submitted to shareholders for approval. Such a concentration of ownership may also have the effect of delaying, preventing or deterring a change in control.

After the completion of this Issue, our Promoters and Promoter Group will continue to hold significant shareholding in our Company. As a result, our Promoters and Promoter Group will continue to exercise significant control over us, including being able to control the composition of our Board of Directors and determine decisions requiring simple or special majority voting. Our Promoters and Promoter Group may take or block actions with respect to our business, which may conflict with our interests or the interests of our minority shareholders, such as actions which delay, defer or cause a change of our control or a change in our capital structure, merger, consolidation, takeover or other business combination involving us, or which discourage or encourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of us. We cannot assure you that our Promoter and Promoter Group will act in our interest while exercising their rights in such entities, which may in turn materially and adversely affect our business and results of operations. We cannot assure you that our Promoters and Promoter Group will act to resolve any conflicts of interest in our favour. If our Promoters and Promoter Group sells a substantial number of the Equity Shares in the public market, or if there is a perception that such sale or distribution could occur, the market price of the Equity Shares could be adversely affected. No assurance can be given that such Equity Shares that are held by the Promoter will not be sold any time after the Issue, which could cause the price of the Equity Shares to decline. For further details, please see “ Capital Structure ” beginning on page 50.

35. We may not have sufficient insurance coverage to cover our economic losses as well as certain other risks including those pertaining to claims by third parties and litigation.

Our business involves many risks and hazards which may adversely affect our profitability, including breakdown, failure or substandard performance of equipment, third party liability claims, labour disturbances, employee frauds, infrastructure failure and terrorist activities.

Our insurance may not provide adequate coverage in these circumstances including those involving claims by third parties and litigation and is subject to certain deductibles, exclusions and limits on coverage. We cannot assure you that the operation of our business will not be affected by any of the incidents and hazards listed above. If our arrangements for insurance or indemnification are not adequate to cover claims, including those exceeding policy aggregate limitations or exceeding the resources of the indemnifying party, we may be required to make substantial payments and our financial condition and results of operations may be adversely affected.

36. We require certain licenses, permits and approvals in the ordinary course of business, and the failure to obtain or retain them in a timely manner may adversely affect our operations.

We are required to obtain certain approvals, registrations, permissions and licenses under various regulations, guidelines, circulars and statutes regulated by authorities such as the Government of India, the State Governments and certain other regulatory and government authorities, for operating our business, including, LEI code granted by the Legal Entity Identifier India Limited, importer-exporter code issued by the Office of Additional Director General of Foreign Trade, registration under the Maharashtra Shop and Establishments (Regulations of Employment and Conditions of Service) Act, 2017, GST registrations, registration under the Employees’ Provident Funds and Miscellaneous Provisions Act, 1952, and registration under Employees’ State Insurance Act, 1948. These approvals, licenses, registrations and permissions may be subject to numerous conditions. If we fail to obtain some or all of these approvals or licenses, or renewals thereof, in a timely manner or at all, or if we fail to comply with applicable conditions or it is claimed that we have breached any such conditions, our license or permission for carrying on a particular activity may be suspended or cancelled and we may not be able to carry on such activity, which could adversely affect our business, results of operations, cash flows and financial condition. For further information on the nature of approvals and licenses required for our business and for information on the status of material approvals, see “ Government and Other Approvals ” on page 102. In addition, we may need in the future, to apply for certain additional approvals, including the renewal of approvals, which may expire from time to time.

We cannot assure you that such approvals and licenses will be granted or renewed in a timely manner or at all by the relevant governmental or regulatory authorities. Failure to obtain or renew such approvals and licenses in a timely manner would make our operations non-compliant with applicable laws and may result in the imposition of penalties by relevant authorities and may also prevent us from carrying out our business. Our licenses and approvals are subject to various conditions, including periodic renewal and maintenance standards. Any actual or alleged failure on our part to comply with the terms and conditions of such regulatory licenses and registrations could expose us to legal action, compliance costs or liabilities, or could affect our ability to continue to operate at the locations or in the manner in which we have been operating thus far.

37. We could be harmed by employee misconduct that are difficult to detect and any such incidences could adversely affect our financial conditions, results of operations and reputation.

There has been no instance of employee misconduct in our Company. However, future instances of the same could expose us to business risks or losses, including regulatory sanctions and serious harm to our reputation. There can be no assurance that we will be able to detect or deter such misconduct. Moreover, the precautions we take to prevent and detect such activity may not be effective in all cases. Our employees and agents may undertake actions that could subject us to claims and proceedings for alleged negligence, as well as regulatory actions on account of which our business, financial condition, results of operations and goodwill could be adversely affected.

38. We are subject to the risk of fraud, theft, embezzlement by our employees, contractors and customers, employee negligence or similar incidents may adversely affect our results of operations and financial condition.

Our operations may be subject to incidents of theft or damage to inventory in transit, prior to or during stocking. While we have not encountered such situations in the past, we acknowledge that there is a possibility of experiencing some inventory loss on account of employee/contractor/vendor fraud, theft, embezzlement and general administrative error. Although, we have set up various security measures, including tagging our products, CCTV in our offices and the existing manufacturing facility at Thane, deployment of security guards and follow stringent operational processes such as periodic stock taking there can be no assurance that we will not experience any fraud, theft, employee negligence, security lapse, loss in transit or similar incidents in the future, which could adversely affect our results of operations and financial condition.

39. Our Company does not have any similar and comparable listed peer which is involved in same line of business.

As on the date of this Letter of Offer, there are no comparable peer which is listed in India and which are engaged in the same line of business as our Company for comparison of performance and therefore, investors must rely on their own examination of accounting ratios of our Company for the purposes of investment in the Issue.

ISSUE SPECIFIC RISK

40. Our Company will not distribute Draft Letter of Offer, Letter of Offer, the Abridged Letter of Offer and Application Form to overseas Shareholders who have not provided an address in India for service of documents.

Our Company will dispatch Draft Letter of Offer, Letter of Offer, the Abridged Letter of Offer, Rights Entitlement Letter and Application Form (the " Issuing Materials ") to such Shareholders who have provided an address in India for the service of documents. Our Company may send the Issue Materials to overseas Shareholders by electronic mode, whose email addresses are registered with the Company. The Shareholders who do not receive the Issue Materials may apply for the Rights Issue Shares, along with the requisite application money, by making an application that is available on the website of the Company, Registrar, and Stock Exchange or on a plain paper with same details as per the application form available online.

41. SEBI has recently, by way of a Master Circular streamlined the process of rights issues. You should follow the instructions carefully, as stated in such SEBI circulars, and in this Letter of Offer.

The concept of crediting Rights Entitlements into the demat accounts of the Eligible Equity Shareholders has recently been introduced by the SEBI. Accordingly, the process for such Rights Entitlements has been recently devised by capital market intermediaries. Eligible Equity Shareholders are encouraged to exercise caution, carefully follow the requirements as stated in the SEBI Master Circular and ensure completion of all necessary steps in relation to providing/updating their demat account details in a timely manner. Further, while in accordance with the SEBI Master Circular, the credit of Rights Entitlements shall be made into the demat accounts of the Eligible Equity Shareholders as on the Record Date, such Eligible Equity Shareholders shall participate in the Issue only in accordance with the applicable laws in their respective jurisdictions. For details, see “ Terms of the Issue ” beginning on page 111 of this Letter of Offer.

In accordance with Regulation 77A of the SEBI ICDR Regulations read with the SEBI Master Circular, the credit of Rights Entitlements and Allotment of Rights Equity Shares shall be made in dematerialized form only. Prior to the Issue Opening Date, our Company shall credit the Rights Entitlements to (i) the demat accounts of the Eligible Equity Shareholders holding the Equity Shares in dematerialized form; and (ii) a demat escrow account opened by our Company, for the Eligible Equity Shareholders which would comprise Rights Entitlements relating to (a) Equity Shares held in the account of the IEPF authority; or (b) the demat accounts of the Eligible Equity Shareholder which are frozen or the Equity Shares which are lying in the unclaimed suspense account (including those pursuant to Regulation 39 of the SEBI LODR Regulations) or details of which are unavailable with our Company or with the Registrar on the Record Date; or (c) Equity Shares held by Eligible Equity Shareholders holding Equity Shares in physical form as on Record Date where details of demat accounts are not provided by Eligible Equity Shareholders to our Company or Registrar; or (d) credit of the Rights Entitlements returned/reversed/failed; or (e) the ownership of the Equity Shares currently under dispute, including any court proceedings, if any; or (f) non-institutional equity shareholders in the United States.

42. Shareholders will not receive rights equity shares in physical form.

According to the Regulation 77A of the SEBI (ICDR) Regulations and the SEBI Rights Issue Circular, the credit of Rights Entitlements and the allotment of Rights Equity Shares will only be made in dematerialized form. As such, investors will not have the option to receive the allotted Rights Equity Shares in physical form.

43. The Rights Entitlement of Eligible Equity Shareholders holding Equity Shares in physical form ( " Physical Shareholder " ) may lapse in case they fail to furnish the details of their demat account to the Registrar.

In accordance with the SEBI Circular SEBI/HO/CFD/DIL2/CIR/P/2020/13 dated January 22, 2020, the credit of Rights Entitlement and Allotment of Equity Shares shall be made in dematerialised form only. Accordingly, the Rights Entitlements of the Physical Shareholders shall be credited in an escrow demat account opened by our Company during the Issue Period. The Physical Shareholders are requested to furnish the details of their demat account to the Registrar not later than two Working Days prior to the Issue Closing Date to enable the credit of their Rights Entitlements in their demat accounts at least one day before the Issue Closing Date. The Rights Entitlements of the Physical Shareholders who do not furnish the details of their demat account to the Registrar not later than two Working Days prior to the Issue Closing Date shall lapse. Further, pursuant to a press release dated December 03, 2018, issued by the SEBI, with effect from April 01, 2019, a transfer of listed Equity Shares cannot be processed unless the Equity Shares are held in dematerialized form (except in case of transmission or transposition of Equity Shares).

44. Failure to exercise or sell the Rights Entitlements will cause the Rights Entitlements to lapse without compensation and result in a dilution of shareholding.

Rights Entitlements that are not exercised prior to the end of the Issue Closing Date will expire and become null and void, and Eligible Equity Shareholders will not receive any consideration for them. The proportionate ownership and voting interest in our Company of Eligible Equity Shareholders who fail (or are not able) to exercise their Rights Entitlements will be diluted. Even if you elect to sell your unexercised Rights Entitlements, the consideration you receive for them may not be sufficient to fully compensate you for the dilution of your percentage ownership of the equity share capital of our Company that may be caused as a result of the Issue. Renouncees may not be able to apply in case of failure in completion of renunciation through off-market transfer in such a manner that the Rights Entitlements are credited to the demat account of the Renouncees prior to the Issue Closing Date. Further, in case, the Rights Entitlements do not get credited in time, in case of On Market Renunciation, such Renouncee will not be able to apply in this Issue with respect to such Rights Entitlements. For details, please refer to " Terms of the Issue " beginning on page 111 of this Letter of Offer.

45. Equity Shares of the Promoters are locked-in pursuant to conversion of warrants to equity shares. Any future issuance of Equity Shares, or convertible securities or other equity-linked securities by our Company may dilute your shareholding and any sale of Equity Shares by our Promoters or members of our Promoter Group may adversely affect the trading price of the Equity Shares.

Pursuant to conversion of warrants to equity shares of our company on December 04, 2024, allotted shares of three promoters of our company namely Mr. Jai Prakash Agarwal, Mr. Vishal Jain and Ms. Shikha Jain are locked-in as per Regulation 167 (1) of SEBI (ICDR) Regulations, 2018. Locked in shares of Mr. Jai Prakash Agarwal are 1,00,000 shares, Mr. Vishal Jain are 50,000 shares and Ms. Shikha Jain are 50,000 shares.

There can be no assurance that we will not issue further Equity Shares or that our existing Shareholder (i.e. our Promoters) will not dispose of further Equity Shares after the completion of the Offer (subject to compliance with the lock-in provisions under the SEBI ICDR Regulations) or pledge or encumber its Equity Shares. Any future issuances could also dilute the value of shareholder’s investment in the Equity Shares and adversely affect the trading price of our Equity Shares. Such securities may also be issued at prices below the Offer Price. We may also issue convertible debt securities to finance our future growth or fund our business activities. In addition, any perception by investors that such issuances or sales might occur may also affect the market price of our Equity Shares.

46. Investors may be subject to Indian taxes arising out of capital gains on the sale of the Equity Shares.

Under current Indian tax laws, unless specifically exempted, capital gains arising from the sale of equity shares of an Indian company are generally taxable in India. Accordingly, you may be subject to payment

of long-term capital gains tax in India, in addition to payment of STT, on the sale of any Equity Shares held for more than 12 months. STT will be levied on and collected by a domestic stock exchange on which the Equity Shares are sold. Further, any gain realized on the sale of listed equity shares held for a period of 12 months or less will be subject to short-term capital gains tax in India. Capital gains arising from the sale of the Equity Shares may be partially or completely exempt from taxation in India in cases where such exemption is provided under a treaty between India and the country of which the seller is a resident. Generally, Indian tax treaties do not limit India’s ability to impose tax on capital gains. As a result, residents of other countries may be liable for tax in India as well as in their own jurisdiction on gains made upon the sale of the Equity Shares.

47. Applicants to this Issue are not allowed to withdraw their Applications after the Issue Closing Date.

In terms of the SEBI ICDR Regulations, Applicants in this Issue are not allowed to withdraw their Applications after the Issue Closing Date. The Allotment in this Issue and the credit of such Equity Shares to the Applicant’s demat account with its depository participant shall be completed within such period as prescribed under the applicable laws. There is no assurance, however, that material adverse changes in the international or national monetary, financial, political or economic conditions or other events in the nature of force majeure, material adverse changes in our business, results of operation, cash flows or financial condition, or other events affecting the Applicant’s decision to invest in the Equity Shares, would not arise between the Issue Closing Date and the date of Allotment in this Issue. Occurrence of any such events after the Issue Closing Date could also impact the market price of our Equity Shares. The Applicants shall not have the right to withdraw their applications in the event of any such occurrence. We cannot assure you that the market price of the Equity Shares will not decline below the Issue Price. To the extent the market price for the Equity Shares declines below the Issue Price after the Issue Closing Date, the shareholder will be required to purchase Equity Shares at a price that will be higher than the actual market price for the Equity Shares at that time. Should that occur, the shareholder will suffer an immediate unrealized loss as a result. We may complete the Allotment even if such events may limit the Applicants’ ability to sell our Equity Shares after this Issue or cause the trading price of our Equity Shares to decline.

48. You may not receive the Equity Shares that you subscribe to in the Issue until within fifteen days after the date on which this Issue closes, which will subject you to market risk.

The Equity Shares that you subscribe to in the Issue may not be credited to your demat account with the depository participants until within 15 days from the Issue Closing Date will result in market risk. You can start trading such Equity Shares only after receipt of the listing and trading approval in respect thereof. There can be no assurance that the Equity Shares allocated to you will be credited to your demat account, or that trading in the Equity Shares will commence within the specified time period, subjecting you to market risk for such period.

49. There is no guarantee that our Equity Shares will be listed, or continue to be listed, on the stock exchange in a timely manner or at all, which may adversely affect the trading price of our Equity Shares.

In accordance with Indian law and practice, final approval for listing and trading of the Equity Shares will not be granted by the Stock Exchange until after those Equity Shares have been issued and allotted. Approval will require all relevant documents authorizing the issuing of Equity Shares to be submitted. There could be a failure or delay in listing the Equity Shares on Stock Exchange. Any failure or delay in obtaining the approval would restrict your ability to dispose of your Equity Shares. Further, historical trading prices, therefore, may not be indicative of the prices at which the Equity Shares will trade in the future which may adversely impact the ability of our shareholders to sell the Equity Shares or the price at which shareholders may be able to sell their Equity Shares at that point of time.

50. Holders of Equity Shares in foreign jurisdictions could be restricted in their ability to exercise their entitlement to shares of an Indian company and could thereby suffer future dilution of their ownership position.

Under the Companies Act, a company incorporated in India must first offer its shares to the holders of

its equity shares to subscribe and pay for a proportionate number of shares to maintain their existing ownership percentages, unless this entitlement has been waived by the holders of equity shares by adoption of a special resolution. If the law of the foreign jurisdiction that you are in does not permit the exercise of such entitlement, without us filing an offering document or registration statement with the applicable authority in such jurisdiction, you will be unable to subscribe to the shares of our Company, unless we make such a filing. We may elect not to file a registration statement in relation to such shares. To the extent that you are unable to exercise the entitlement granted in respect of the Equity Shares, your proportional interests in us would be reduced.

51. Fluctuation in the exchange rate between the Indian Rupee and foreign currencies may adversely affect the value of our Equity Shares, independent of our operating results.

On listing, our Equity Shares will be quoted in Indian Rupees on the Stock Exchange. Any dividends in respect of our Equity Shares will also be paid in Indian Rupees and subsequently converted into the relevant foreign currency for repatriation, if required. Any adverse movement in currency exchange rates during the time that it takes to undertake such conversion may reduce the net dividend to foreign investors In addition, any adverse movement in currency exchange rates during a delay in repatriating outside India the proceeds from a sale of Equity Shares, for example, because of a delay in regulatory approvals that may be required for the sale of Equity Shares may reduce the proceeds received by equity shareholders For example, the exchange rate between the Rupee and the U.S. dollar has fluctuated substantially in recent years and may continue to fluctuate substantially in the future, which may adversely affect the trading price of our Equity Shares and returns on our Equity Shares, independent of our operating results.

52. Rights of shareholders under Indian laws may differ under the laws of other jurisdictions.

Indian laws and legal principles related to corporate procedures, directors’ fiduciary duties and liabilities, and shareholders’ rights may differ from those that would apply to a company in another jurisdiction. Shareholders’ rights under Indian law, including in relation to class actions, may not be as extensive as shareholders’ rights under the laws of other countries or jurisdictions. Investors may face challenges in asserting their rights as shareholder in an Indian company than as shareholder of an entity in another jurisdiction.

53. No market for the Right Entitlements may develop and the price of the Right Entitlements may be volatile.

No assurance can be given that an active trading market for the Rights Entitlements will develop on the Stock Exchanges during the Renunciation Period or that there will be sufficient liquidity in Rights Entitlements trading during this period. The trading price of the Rights Entitlements will not only depend on supply and demand for the Rights Entitlements, which may be affected by factors unrelated to the trading in the Equity Shares, but also on the quoted price of the Equity Shares, amongst others. Factors affecting the volatility of the price of the Equity Shares, as described herein, may magnify the volatility of the trading price of the Rights Entitlements, and a decline in the price of the Equity Shares will have an adverse impact on the trading price of the Rights Entitlements. Since the trading of the Rights Equity Shares will be on a separate segment compared to the Equity Shares on the floor of the Stock Exchanges, the trading of Rights Equity Shares may not track the trading of Equity Shares. The trading price of the Rights Entitlements may be subject to greater price fluctuations than that of the Equity Shares.

54. Risk of Market Disruptions Due to SEBI's Circuit Breaker Mechanism

Our Equity Shares are subject to the index-based market-wide circuit breaker system imposed by SEBI. This mechanism is triggered by significant volatility in the market, which may result in a temporary suspension of trading or restrictions on price movements. Due to the existence of the index-based marketwide circuit breaker, there is no assurance that shareholders will be able to sell our Equity Shares at their desired price or at all, at any given point in time.

EXTERNAL RISK FACTOR

55. Availability of credit or financing is a major factor which can have a direct bearing on the performance of the Company.

Availability of credit or financing is a major factor which can have a direct bearing on the performance of the Company. Tightening of credit norms by the financers due to economic conditions can have an adverse effect on the performance of the Company.

56. Changes in technology may render our current technologies obsolete or require us to make substantial capital investments.

The industry in which we operate is subject to significant changes in technology. To maintain the competitiveness of our business, we need to keep pace with technological developments and changing standards. If we are unable to adequately respond to the technological changes and the technologies currently employed by us become obsolete, our business, financial condition and results of operations may be materially and adversely affected. In addition, the cost of implementing new technologies and upgrading our plants to keep pace with technological developments may be significant and may adversely affect our results of operations.

57. Our business may be affected by certain disruptions.

Industrial disruptions, work stoppages, labour disputes, refurbishments, installation of new plants etc. can result in production losses, which may adversely affect our profitability. Production may fall below historic or estimated levels as a result of these causes.

58. Failure to keep abreast with the latest trends in technology may adversely affect our cost competitiveness and may affect our financial condition adversely.

Our Company cannot assure that it would successfully implement new technology effectively or adapt to emerging industry standards. If our Company is unable to upgrade itself due to technical, financial, legal and/or other reasons to adapt in timely manner to the changing market conditions, its business, financial performance could be adversely affected.

59. If we are unable to implement our growth strategies in a timely manner, our business and results of operations could be adversely affected.

The success of our business will depend greatly on our ability to effectively implement our business and growth strategy. Our growth strategy may place significant demands on our management and other resources. Our growth strategies involve risks and difficulties, many of which are beyond our control and accordingly there can be no assurance that we will be able to complete our plans on schedule or without incurring additional expenditures or at all. There can be no assurance that we will be able to execute our strategy on time and within the estimated budget in the future. If we are unable to implement our business and growth strategy, this may have an adverse effect on our business, financial condition and results of operations.

60. Any mishaps or accidents at facilities could lead to property damage, production loss and accident claims.

Any mishap or accident in facilities could result in claims against us for damages by employees. We could suffer loss of production, receive adverse publicity and experience diversion of management attention and resources in defending such claims. Any such significant event could have an adverse effect on business, financial condition and results of operations.

61. The failure to keep technical knowledge confidential could erode competitive advantage.

The Company possesses extensive technical knowledge about products. Technical knowledge is a

significant independent asset, which may not be adequately protected by intellectual property rights such as patent registration. Some of the technical knowledge is protected only by secrecy. As a result, we cannot be certain that technical knowledge will remain confidential in the long run. A significant number of employees have access to confidential design and product information and there can be no assurance that this information will remain confidential. Moreover, certain employees may leave us and join various competitors

62. Adverse geopolitical conditions such as increased tensions between India and its neighbouring countries, could adversely affect our business, results of operations and financial condition.

Adverse geopolitical conditions such as increased tensions between India and its neighbouring countries, resulting in any military conflict in the region could adversely affect our business and operations. Such events may lead to countries including the Government of India imposing restrictions on the import or export of products or raw materials, among others, and affect our ability to procure raw materials required for our manufacturing operations. We could also be affected by the introduction of or increase in the levy of import tariffs in India, or in the countries to which we export our products, or changes in trade agreements between countries. For instance, the Government of India has imposed additional tariffs in the nature of countervailing duty and anti-dumping duty on a number of items imported from China. Any such measure which affects our raw material supply or reciprocal duties imposed on Indian products by China or other countries may adversely affect our results of operations and financial condition.

63. Political, economic or other factors that are beyond our control may have adversely affect our business and results of operations.

The Indian economy is influenced by economic developments in other countries. These factors could depress economic activity, which could have an adverse effect on our business, financial condition and results of operations. Any financial disruption could have an adverse effect on our business and future financial performance.

We are dependent on domestic, regional and global economic and market conditions. Our performance, growth and market price of our Equity Shares are and will be dependent to a large extent on the health of the economy in which we operate. There have been periods of slowdown in the economic growth of India. Demand for our services may be adversely affected by an economic downturn in domestic, regional and global economies.

Economic growth is affected by various factors including domestic consumption and savings, balance of trade movements, namely export demand and movements in key imports, global economic uncertainty and liquidity crisis, volatility in exchange currency rates, and annual rainfall which affects agricultural production.

Consequently, any future slowdown in the Indian economy could harm our business, results of operations and financial condition. Also, a change in the government or a change in the economic and deregulation policies could adversely affect economic conditions prevalent in the areas in which we operate in general and our business in particular and high rates of inflation in India could increase our costs without proportionately increasing our revenues, and as such decrease our operating margins.

64. A slowdown in economic growth in India could cause our business to suffer.

We are incorporated in India, and all of our assets and employees are located in India. As a result, we are highly dependent on prevailing economic conditions in India and our results of operations are significantly affected by factors influencing the Indian economy. A slowdown in the Indian economy could adversely affect our business, including our ability to grow our assets, the quality of our assets, and our ability to implement our strategy.

Factors that may adversely affect the Indian economy, and hence our results of operations, may include:  any increase in Indian interest rates or inflation;
any scarcity of credit or other financing in India;
prevailing income conditions among Indian consumers and Indian corporations;

changes in India’s tax, trade, fiscal or monetary policies;
political instability, terrorism or military conflict in India or in countries in the region or globally, including in India’s various neighboring countries;
prevailing regional or global economic conditions; and
other significant regulatory or economic developments in or affecting India

Any slowdown in the Indian economy or in the growth of the sectors we participate in or future volatility in global commodity prices could adversely affect our borrowers and contractual counterparties. This in turn could adversely affect our business and financial performance and the price of our Equity Shares.

65. The occurrence of natural or man-made disasters could adversely affect our results of operations, cash flows and financial condition. Hostilities, terrorist attacks, civil unrest and other acts of violence could adversely affect the financial markets and our business.

The occurrence of natural disasters, including cyclones, storms, floods, earthquakes, tsunamis, tornadoes, fires, explosions, pandemic disease and man-made disasters, including acts of terrorism and military actions, could adversely affect our results of operations, cash flows or financial condition. In addition, any deterioration in international relations, especially between India and its neighboring countries, may result in investor concern regarding regional stability which could adversely affect the price of the Equity Shares. In addition, India has witnessed local civil disturbances in recent years, and it is possible that future civil unrest as well as other adverse social, economic or political events in India could have an adverse effect on our business.

Such incidents could also create a greater perception that investment in Indian companies involves a higher degree of risk and could have an adverse effect on our business and the market price of the Equity Shares.

66. We are subject to regulatory, economic, social and political uncertainties and other factors beyond our control.

We are incorporated in India, and we conduct our corporate affairs and our business in India. Consequently, our business, operations, financial performance will be affected by interest rates, government policies, taxation, social and ethnic instability and other political and economic developments affecting India.

Factors that may adversely affect the Indian economy, and hence our results of operations may include:  any exchange rate fluctuations, the imposition of currency controls and restrictions on the right to convert or repatriate currency or export assets;
any scarcity of credit or other financing in India, resulting in an adverse effect on economic conditions in India and scarcity of financing for our expansions;
prevailing income conditions among Indian customers and Indian corporations;
epidemic or any other public health in India or in countries in the region or globally, including in India’s various neighboring countries;
hostile or war like situations with the neighboring countries;
macroeconomic factors and central bank regulation, including in relation to interest rates movements which may in turn adversely impact our access to capital and increase our borrowing costs;
decline in India's foreign exchange reserves which may affect liquidity in the Indian economy;
downgrading of India’s sovereign debt rating by rating agencies; and
difficulty in developing any necessary partnerships with local businesses on commercially acceptable terms and/or a timely basis.

Any slowdown or perceived slowdown in the Indian economy, or in specific sectors of the Indian economy or certain regions in India, could adversely affect our business, results of operations and financial condition and the price of the Equity Shares.

SECTION III – INTRODUCTION

THE ISSUE

This Issue has been authorised through a resolution passed by our Board at its meeting held on January 28, 2025, pursuant to Section 62(1)(a) of the Companies Act, 2013. The following is a summary of this Issue and should be read in conjunction with and is qualified entirely by the information detailed in the chapter titled “ Terms of the Issue ” on page 111 of this Letter of Offer.

	Particulars	Particulars			Details of Equity Shares
Rights	Equity Shares proposed		to be issued		Upto 18,47,913 Equity Shares
Rights	Entitlement				5 (Five) Equity Share(s) for every 27 (Twenty-Seven) fully
					paid-up Equity Share(s) held on the Record Date
Fractional Entitlement					For Equity Shares being offered on a rights basis under the
					Issue, if the shareholding of any of the Eligible Equity
					Shareholders is less than 27 (Twenty-Seven) Equity Shares
					or is not in multiples of 27 (Twenty-Seven), the fractional
					entitlement of such Eligible Equity Shareholders shall be
					ignored for computation of the Rights Entitlement. However,
					Eligible Equity Shareholders whose fractional entitlements
					are being ignored earlier will be given preference in the
					Allotment of one additional Equity Share each, if such
					Eligible Equity Shareholders have applied for additional
					Equity Shares over and above their Rights Entitlement, if
					any.
Record Date					August 20, 2025
Face value per Equity Shares					₹1/-
Issue Price per Rights Equity Shares					₹270/-
Issue Size					Upto 18,47,913 Equity Shares of face value of ₹1/- each for
					cash at a price of ₹270/- (Including a premium of ₹269/-) per
					Rights Equity Share aggregating to an amount of up to
					₹4,989.37 Lakhs*
					*Assuming full subscription with respect to Rights Equity Shares.
Voting	Rights and Dividend				The Equity Shares issued pursuant to this Issue shall rank pari
					pasu in all respects with the Equity Shares of our Company.
Equity	Shares issued and subscribed and			are	99,78,730 Equity Shares For details, please refer to “*Capital*
outstanding prior to the Issue					*Structure*”beginning on page 50 of this Letter of Offer
Equity	Shares	subscribed,	paid-up	and	1,18,26,643 Equity Shares
outstanding after		the Issue	(assuming	full
subscription for and Allotment of the Rights
Entitlement)
Money payable at the time of Application					₹270/-
Use of	Issue Proceeds				For details please refer to the chapter titled “*Objects of the*
					*Issue*”on page 53 of this Letter of Offer.
Terms of the Issue					For details please refer to the chapter titled “*Terms of the*
					*Issue*”on page 111 of this Letter of Offer.
Terms of Payment					The full amount is payable on application
Scrip Details					ISIN for Equity Shares: INE636D01041
					BSE: 505750
					ISINfor RightsEntitlements:INE636D20017

GENERAL INFORMATION

Our Company was incorporated on May 09, 1907, pursuant to certificate of incorporation issued by Registrar of Joint Stock Companies (“ RoC ”) Bombay, as a public limited company under the name of “Jost’s Fans Supply and Engineering Company Limited”. The name of our Company was changed to “Jost’s Engineering Company Limited” through a special resolution passed on February 12, 1914 and a fresh certificate of incorporation consequent upon change of name was issued by the RoC, Bombay, on February 25, 1918.

Registered Office:

Josts Engineering Company Limited Great Social Building 60, Sir Phirozeshah Mehta Road, Fort, Mumbai 400001 Telephone: +91 022-22694956

Corporate Office: Josts Engineering Company Limited C-7, Road No. 12, Wagle Industrial Estate, Thane West, Mumbai, 400604 Telephone: +91 022-62674000

Contact Details of our Company E-mail: [email protected] Website: www.josts.com Registration Number: 000252 CIN: L28100MH1907PLC000252

Details of change in Registered Office

At the time of incorporation, the Registered Office of our Company was situated at Standard Buildings, Hornby Road, Fort, Bombay (now Mumbai) . The details of the changes undertaken in the Registered Office of our Company have been provided below:

S. No.	Date of change	Particulars of change
01	June 22, 1908	The registered office of our Company was shifted from Standard Buildings,
		Hornby Road, Fort, Bombay, to Siddick Buildings, Hornby Road, Fort,
		Bombay.
02	October 26, 1911	Siddick Buildings, Hornby Road, Fort, Bombay, to Morar Bhai Buildings,
		Apollo Street, Fort, Bombay
03	August 04, 1924	Morar Bhai Buildings, Apollo Street, Fort, Bombay, to Harrarwala Buildings,
		Willet Road, Ballard Estate, Bombay
04	October 27, 1941	Harrarwala Buildings, Willet Road, Ballard Estate, Bombay to Great Social
		Building, 60, Sir Phirozeshah Mehta Road, Bombay.

Registrar of Companies

Our Company is registered with the Registrar of Companies, Mumbai, which is situated at the following address:

The Registrar of Companies, Maharashtra, Mumbai 100, Everest, Marine Drive Mumbai-400 002 Maharashtra, India

Our Board of Directors

Set forth below are the details of our Board of Directors as on the date of this Letter of Offer:

	Name	Age	Designation	Designation		Address	DIN
Jai Prakash Agarwal		66	Promoter,			2601, A-wing, 26thFloor, Raheja	00242232
			Chairman		&	Atlantis, Near Shreeram Mill, G.K.
			Whole	Time		Marg, Lower Parel, Mumbai -
			Director			400013, Maharashtra, India
Vishal Jain		52	Promoter		&	A-802, Mantri Pride, 1stBlock, Near	00709250
			Managing Director			Madhavan Park, Jayanagar,
			and	Chief		Bangalore South, Bengaluru-
			Executive Officer			560011, Karnataka, India
Shikha Jain		50	Promoter &	Non-		A-802, Mantri Pride, 1stBlock, Near	06778623
			Executive	Non-		Madhavan Park, Jayanagar,
			Independent			Bangalore South, Bengaluru-
			Director			560011, Karnataka, India
Sanjiv Swarup		66	Non-Executive			103, Srushti Apartment, Old	00132716
			Independent			Prabhadevi Road, Opposite Century
			Director			Bazar, Prabhadevi, Mumbai –
						400025, Maharashtra, India
Pramod	Kumar	54	Non-Executive			112-B, Shakti Nagar, Dadabari,	00185711
Maheshwari			Independent			Kota – 324009, Rajasthan, India
			Director
Rekha	Shreeratan	53	Non-Executive			402 A, Kent Residency, Eksar Road,	08620347
Bagry			Independent			Opposite Mayur Tower, Borivali
			Director			West, Mumbai -400092,
						Maharashtra, India

For further details, please refer to the chapter titled “ Our Management ” on page 83 of the Letter of Offer.

Company Secretary and Compliance Officer

Babita Kumari, Company Secretary and Compliance officer of our Company. Her contact details are set forth hereunder.

Josts Engineering Company Limited C-7 Wagle Industrial Estate, Road No 12, Thane 400604. Telephone: 022-62674000 E-mail Id: [email protected]

Details of Key Intermediaries pertaining to this Issue of our Company:

Legal Advisor to the Issue

Rajani Associates, Advocates and Solicitors

204-207, Krishna Chambers 59, New Marine Lines Mumbai 400 020 Telephone : +91 22 4096 1000 Contact Person : Sangeeta Lakhi Website : www.rajaniassociates.net E-mail : [email protected]

Statutory and Peer Review Auditor of our Company Shah Gupta & Co. Chartered Accountants Telephone: +91 9821672790 Email: [email protected] Contact Person: Vedula Prabhakar Sharma Membership No: 123088 Firm Registration No: 109574W Peer Review No. : 019101

Registrar to the Issue

Bigshare Services Private Limited

Office No. S6-2, 6th Floor, Pinnacle Business Park Mahakali Caves Road, next to Ahura Centre Andheri East, Mumbai- 400093 Maharashtra, India Telephone: +91 22 62638200 Email: [email protected] Website: https://www.bigshareonline.com Investor Grievance Email id : [email protected] Contact Person: Suraj Gupta SEBI Registration No.: INR000001385 URL of SEBI Website: https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=10

Banker to the Issue/ Refund Bank

Kotak Mahindra Bank Limited

Intellion Square, 501, 5th Floor, A Wing, Infinity IT Park, Gen. A.K. Vaidya Marg, Malad – East, Mumbai 400097 Telephone: 022-69410636 E-mail: [email protected] Contact Person: Mr. Siddhesh Shirodkar Website: www.kotak.com

Designated Intermediaries

Self-Certified Syndicate Banks

The list of banks that have been notified by SEBI to act as SCSBs for the ASBA process is provided at the website of the SEBI https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes and updated from time to time. For details on Designated Branches of SCSBs collecting the Application Forms, refer to the website of the SEBI https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes. On Allotment, the amount will be unblocked and the account will be debited only to the extent required to pay for the Rights Equity Shares Allotted.

Underwriting

The Issue is not underwritten, and our Company has not entered into any underwriting arrangement.

Investor grievances

Investors are advised to contact the Registrar to the Issue or our Company Secretary and Compliance Officer for any pre- Issue or post-Issue related problems such as non-receipt of demat credit, Abridged Letter of Offer/ Application Form and Rights Entitlement Letter/ Letter of Allotment, or Refund Orders, etc. All grievances relating to the ASBA process may be addressed to the Registrar to the Issue, with a copy to the SCSBs, giving full details such as name, address of the applicant, ASBA Account number and the Designated Branch of the SCSBs, number of Equity Shares applied for, amount blocked, where the Application Form and Rights Entitlement Letter or the plain paper application, in case of Eligible Equity Shareholder, was submitted by the ASBA Investors through ASBA process. For details on the ASBA process, please see “ Terms of the Issue ” on page 111 of this Letter of Offer.

Expert Opinion

Except as stated below, our Company has not obtained any expert opinion:

Our Company has received written consent dated August 12, 2025, from the Statutory Auditor to include their name as required under Section 26(5) of the Companies Act, 2013 read with SEBI (ICDR) Regulations, 2018 in this Letter of Offer as an “expert” as defined under Section 2(38) of the Companies Act, 2013 to the extent and in its capacity as an independent Statutory Auditor and in respect of its (i) report dated May 29, 2025, May 15, 2024 and May 18, 2023 on our Audited Financial Statements for the financial year ended March 31, 2025, March 31, 2024 and March 31, 2023, respectively; and (ii) statement of tax benefits dated August 12, 2025, in this Letter of Offer and such consent has not been withdrawn as on the date of this Letter of Offer. The term ‘expert’ and consent thereof, does not represent an expert or consent within the meaning under the U.S. Securities Act.

Credit Rating

As this is an Issue of Equity Shares, credit rating is not required for the Issue.

Debenture Trustees

As the Issue is of Equity Shares, the appointment of Debenture trustees is not required.

Monitoring Agency

Since the Issue size does not exceed ₹100 crores, there is no requirement to appoint a monitoring agency in relation to the Issue under SEBI (ICDR) Regulations, 2018.

Appraising Entity

None of the purposes for which the Net Proceeds are proposed to be utilized have been financially appraised by any banks or financial institution or any other independent agency.

Filing

SEBI vide the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2020 w.e.f. September 28, 2020, has amended Regulation 3 (b) of the SEBI (ICDR) Regulations as per which the threshold of the rights issue size under Regulation 3 of the SEBI (ICDR) Regulations has been increased from ₹10,00,00,000/- (Rupees Ten Crores Only) to ₹50,00,00,000/ (Rupees Fifty Crores Only). Since the size of this Issue falls under the said threshold, this Letter of Offer had been filed with the BSE Limited and will not be filed with SEBI. However, the Letter of Offer will be submitted with SEBI for information and dissemination and will be filed with the BSE Limited.

Issue Schedule

The subscription will open upon the commencement of the banking hours and will close upon the close of banking hours on the dates mentioned below:

Event		Indicative Date
Last date for credit of Rights Entitlements		Friday, August 22, 2025
Issue Opening Date		Friday, August 29, 2025
Last Date for On Market Renunciation of Rights Entitlements	#	Wednesday, September 03, 2025
Issue Closing Date*		Tuesday, September 09, 2025
Finalisation of Basis of Allotment (on or about)		Tuesday, September 16, 2025
Date of Allotment (on or about)		Wednesday, September 17, 2025
Date of credit (on or about)		Friday, September 19, 2025
Date of Listing (on or about)		Monday, September 22, 2025

# Eligible Equity Shareholders are requested to ensure that renunciation through off-market transfer is completed in such a manner that the Rights Entitlements are credited to the demat account of the Renouncees on or prior to the Issue Closing Date. * Our Board or a duly authorized committee thereof will have the right to extend the Issue Period as it may determine from time to time but not exceeding 30 days from the Issue Opening Date (inclusive of the Issue Opening Date). Further, no withdrawal of Application shall be permitted by any Applicant after the Issue Closing Date.

The above schedule is indicative and does not constitute any obligation on our Company.

Please note that if Eligible Equity Shareholders holding Equity Shares in physical form as on Record Date have not provided the details of their demat accounts to our Company or to the Registrar, they are required to provide their demat account details to our Company or the Registrar not later than two (2) Working Days prior to the Issue Closing Date, i.e., September 09, 2025 to enable the credit of the Rights Entitlements by way of transfer from the demat suspense escrow account to their respective demat accounts at least one day before the Issue Closing Date, i.e., September 09, 2025.

Investors are advised to ensure that the Applications are submitted on or before the Issue Closing Date. Neither our Company nor the Registrar to the Issue will be liable for any loss on account of non-submission of Applications on or before the Issue Closing Date. Further, it is also encouraged that the applications are submitted well in advance before Issue Closing Date. For details on submitting Common Application Forms, see “ Terms of the Issue ” beginning on page 111 of this Letter of Offer.

Please note that if no valid Application is made by the Eligible Equity Shareholders of Rights Entitlements on or before Issue Closing Date, such Rights Entitlements shall get lapsed and shall be extinguished after the Issue Closing Date. No Equity Shares for such lapsed Rights Entitlements will be credited, even if such Rights Entitlements were purchased from market and purchaser will lose the amount paid to acquire the Rights Entitlements. Persons who are credited the Rights Entitlements are required to make an Application to apply for Equity Shares offered under Rights Issue for subscribing to the Equity Shares offered under Issue.

The details of the Rights Entitlements with respect to each Eligible Equity Shareholders can be accessed by such respective Eligible Equity Shareholders on the website of the Registrar at https://www.bigshareonline.com after keying in their respective details along with either security control measures implemented there at. For further details, see “Terms of the Issue – Credit of Rights Entitlements in demat accounts of Eligible Equity Shareholders ” beginning on page 114 of this Letter of Offer.

Minimum Subscription

The Promoter and Promoter Group may or may not subscribe their rights entitlement arising out of the proposed Rights and may renounce whole or a part of their Rights Entitlement in the favor of third parties, which our Promoters and Promoter Group may identify in due course or may renounce /sell part of their Rights Entitlement in the open market. Further, the object of the issue involves funding of working capital requirements. Therefore, the minimum subscription criteria (of at least 90% of the Issue) as provided in regulation 86(1) of the SEBI ICDR Regulations is applicable to this Issue. Pursuant to regulation 86(2) of the SEBI (ICDR) Regulations, 2018 in case of non-receipt of minimum subscription, all application monies received shall be refunded to the applicants forthwith, but not later than four days from the closure of the Rights Issue.

CAPITAL STRUCTURE

The Equity Share capital of our Company, as on the date of this Letter of Offer and after giving effect to the Issue is set forth below:

		Amount (in ₹ lakhs, except share data)	Amount (in ₹ lakhs, except share data)
Sr. No	Particulars	Aggregate value at	Aggregate value
		face Value	at Issue Price

A.	Authorized Share Capital
	10,00,00,000 Equity Shares of face value of ₹1/-	1,000.00	NA
	each

B.	Issued, Subscribed and Paid-Up Share Capital
	before the Issue
	99,78,730 EquityShares of face value of ₹1/- each	99.79	NA

C.	Present Issue in terms of this Letter of Offer(1)
	Fresh Issue of up to 18,47,913 Equity Shares of face	18.48	4,989.37
	value of ₹1/- each at a price of ₹270/-per equity share

D.	Issued, Subscribed and Paid-Up Share Capital
	after the Issue(2)
	1,18,26,643 EquityShares of face value of ₹1/- each	118.27	NA

E.	Securities Premium Account
	Before the Issue (As on March 31, 2025)		2,706
	After the Issue		7,676.88

(1) The present Issue has been authorized vide a resolution passed at the meeting of the Board of Directors dated January 28,2025. The terms of the Issue including the Record Date and Rights Entitlement Ratio, have been approved by resolution passed by our Rights Issue Committee at its meeting held on August 13, 2025.

(2) Assuming full subscription for and allotment of the Rights Entitlement.

NOTES TO CAPITAL STRUCTURE

1. Details of shares locked-in, pledged, encumbrance by Promoter and Promoter Group

The details of the share locked-in, pledged and encumbered by the Promoters and Promoters Group may be accessed on the website of the BSE at https://www.bseindia.com/corporates/shpPromoterNGroup.aspx?scripcd=505750&qtrid=126.00&QtrNa me=Jun-25

2. Intention and extent of participation by our Promoter and Promoter Group in the Issue:

The Promoter and Promoter Group may or may not subscribe their rights entitlement arising out of the proposed Rights and may renounce whole or a part of their Rights Entitlement in the favor of third parties, which our Promoters and Promoter Group may identify in due course or may renounce /sell part of their Rights Entitlement in the open market. Further, the object of the Issue involves funding of working capital requirements. Therefore, the minimum subscription criteria (of at least 90% of the Issue) as provided in regulation 86(1) of the SEBI ICDR Regulations is applicable to this Issue. Pursuant to regulation 86(2) of the SEBI ICDR Regulations in case of non-receipt of minimum subscription, all application monies received shall be refunded to the applicants forthwith, but not later than four days from the closure of the Rights Issue.

Further, the Promoter may also apply for additional Equity Shares along with their Rights Entitlement and/or renunciation. Such subscriptions of Equity Shares over and above their Rights Entitlement, if allotted, may result in an increase in his shareholding above their current

shareholding. Any acquisition of additional Equity Shares shall not result in change of control of the management of the Company in accordance with provisions of the SEBI (SAST) Regulations and is exempted subject to fulfillment of the conditions of Regulation 10 of the SEBI (SAST) Regulations. The Promoters acknowledge and undertake that their investment would be restricted to ensure that the public shareholding in the Company after this Issue does not fall below the permissible minimum level as specified in the listing conditions or Regulation 38 of SEBI (LODR) Regulations.

The ex-rights price of the Equity Shares offered pursuant to this Issue and in compliance with the valuation formula set out in Regulation 10(4)(b)(ii) of the Takeover Regulations is ₹471.82/- per Equity Share.

All the Equity Shares of our Company are fully paid-up and there are no partly paid-up Equity Shares on the date of this Letter of Offer. Further, the Rights Equity Shares when issued shall be fully paid-up.

No person connected with the Issue shall offer any incentive, whether direct or indirect, in any manner, whether in cash or kind or services or otherwise to any Investor for making an application in the rights issue, except for fees or commission for services rendered in relation to the Issue.

3. Shareholding pattern of our Company as per the last quarterly filing with the Stock Exchange in compliance with the SEBI Listing Regulations

The shareholding pattern of our Company as on June 30, 2025, can be accessed on the website of the BSE Limited at : https://www.bseindia.com/stock-share-price/josts-engineering-companyltd/josts/505750/qtrid/126.00/shareholding-pattern/Jun-2025/

Statement showing holding of Equity Shares of the Promoters and Promoter Group including details of lock-in, pledge of and encumbrance thereon, as on June 30, 2025, can be accessed on the website of the BSE Limited at: https://www.bseindia.com/corporates/shpPromoterNGroup.aspx?scripcd=505750&qtrid=126.00&QtrN ame=Jun-25

Details of shareholders of our Company holding 1% or more of the paid-up capital of the issuer as last disclosed to the stock exchange

The table below sets forth details of Equity Shareholders holding 1% or more of the paid-up of our Company, as of June 30, 2025

No.	Name of the Equity Shareholders	Number of Equity	Percentage of Equity
		Shares held	Shares held(%)
1	Jai Prakash Agarwal	14,29,910	14.33
2	Vishal Jain	12,32,150	12.35
3	Shikha Jain	11,78,210	11.81
4	Krishna Agarwal	2,60,650	2.61
5	Sharad Kanayalal Shah	11,18,360	11.21
6	Anita Agarwal	2,07,400	2.08
7	Rajendra Kumar Agarwal	2,07,400	2.08
8	Amit Khemka	1,41,795	1.42
9	Bhavin Ramakant Saraiya	1,18,940	1.19
10	Priya Singh Aggarwal	1,00,400	1.01
11	Dotch Sales Private Limited	3,00,000	3.01

5. Details of specified securities acquired by the promoter and promoter group in the last one year immediately preceding the date of filing of the Letter of Offer:

The following are the details of specified securities acquired by the promoter and promoter group in the last one year immediately preceding the date of filing of the Letter of Offer:

Allotment of 2,00,000 equity shares of face value of ₹1/- as fully paid-up shares at a price of ₹253.25/per equity share upon the conversion of 1,00,000 warrants of face value of ₹2/- issued by our Company for ₹506.50/-. Following below persons are the allottees of equity shares post conversion of the warrants:

Sr. No.	Name of the	Name of the	Date of	the	Stock	Number of	Price per	Nature of	Nature of
	Promoter		Transaction		Exchange	Equity	Equity	Transaction
						Shares of	Share (in
						face value	₹)
						of ₹1/-
1.	Jai	Prakash	December	04,	BSE	1,00,000	253.25	Conversion	of
	Agarwal		2024					Warrants	into
								Equity
2.	Vishal	Jain	December	04,	BSE	50,000	253.25	Conversion	of
			2024					Warrants	into
								Equity
3.	Shikha	Jain	December	04,	BSE	50,000	253.25	Conversion	of
			2024					Warrants	into
								Equity

Further details of the transactions undertaken by our Promoters in the preceding one year can be accessed on the website of BSE at : https://www.bseindia.com/corporates/shpPromoterNGroup.aspx?scripcd=505750&qtrid=126.00&Qtr Name=Jun-25

Except, as stated above, the members of our Promoter Group have not acquired any Equity Shares in the last one year immediately preceding the date of filing of the Letter of Offer.

OBJECTS OF THE ISSUE

Our Company intends to utilize the Net Proceeds from the Issue towards funding of the following objects: 1. Funding the working capital requirements of our Company; and 2. General Corporate Purposes
(collectively, referred to as the “ Objects ”)

The objects set out in the Memorandum of Association enable us to undertake our existing activities and the activities for which funds are being raised by us through the Issue and the activities for which the funds are being raised through the issue.

Net Proceeds

The details of the Net Proceeds of the Issue are summarized in the table below:

	(₹ in Lakhs)
Particulars	Estimated Amount
Gross Proceeds of the Issue*	Up to 4,989.37
(Less) Estimated Issue related expenses**	80.00
Net Proceeds	4,909.37

*Assuming full subscription in the Issue and subject to finalization of the basis of allotment.

For details, see “ _Issue Related Expenses**_ ” on page 57 of this Letter of Offer.

Requirement of Funds and Utilization of Net Proceeds:

		(₹ in Lakhs)
Sr. No.	Particulars	Estimated Amount
1.	Funding the working capital requirements of our Company	4,358.00
2.	General Corporate Purposes*	551.37
	Total Net Proceeds**	4,909.37

The amount utilised for general corporate purposes shall not exceed 25% of the Gross Proceeds of the Issue.

**Assuming full subscription in this Issue and subject to finalization of the Basis of Allotment and to be adjusted per the Rights Entitlement ratio.

We propose to deploy the entire Net Proceeds towards the Objects by the end of Fiscal 2026.

Means of Finance

The funding requirements mentioned above are based on, inter alia, our Company’s internal management estimates and have not been appraised by any bank, financial institution or any other external agency. They are based on current circumstances of our business and our Company may have to revise these estimates from time to time on account of various factors beyond our control, such as market conditions, competitive environment, costs of commodities, interest or exchange rate fluctuations. Our Company proposes to meet the entire funding requirements for the proposed objects of the Issue from the Net Proceeds and identifiable internal accruals. Therefore, our Company is not required to make firm arrangements of finance through verifiable means towards at least 75% of the stated means of finance, excluding the amount to be raised from the Issue.

Proposed schedule of implementation and deployment of Net Proceeds

We propose to deploy the Net Proceeds for the aforesaid purpose in accordance with the estimated schedule of deployment of funds set forth in the table below:

	(₹ in Lakhs)
Particulars Estimated Amount	Proposed Schedule for deployment of the Net Proceeds
	Fiscal 2026
Funding the working capital requirements of our Company 4,358.00	4,358.00
General Corporate Purposes* 551.37	551.37
Net Proceeds** 4,909.37	4,909.37

The amount utilised for general corporate purposes shall not exceed 25% of the Gross Proceeds of the Issue.

**Assuming full subscription in this Issue and subject to finalization of the Basis of Allotment and to be adjusted per the Rights Entitlement ratio.

Details of the Objects of the Issue

1. Funding the working capital requirements of our Company

Our business operation is working capital intensive and our Company avails a majority of our working capital in the ordinary course of business from internal accruals along with borrowings from the banks. We operate in a competitive and dynamic market conditions and may have to revise our estimates from time to time on account of external circumstances, business or strategy, foreseeable opportunity. Consequently, our fund requirements may also under go change.

The Company has been awarded a contract by Haryana Vidyut Prasaran Nigam Limited amounting to ₹2,950 lakhs (inclusive of GST). Additionally, the Company, in joint venture with Kaycee Energy and Infra Limited, has secured an order from Rajasthan Rajya Vidyut Prasaran Nigam Limited valued at ₹36,294 lakhs, of which the Companys share is ₹14,074 lakhs (inclusive of GST). As of March 31, 2025, our outstanding order book stood at ₹21,056 lakh and in order to execute these contract efficiently, the Company requires adequate working capital funding.

Further, these projects are milestone-based in nature, and cash inflows are generated upon achievement of specific milestones which may result in additional working capital requirement for smooth execution of the projects

Basis of estimation of working capital requirement

The details of Company’s composition of net current assets or working capital as of, March 31, 2025, March 31, 2024 and March 31, 2023, derived from the Financial Information and source of funding are provided in the table below are as under:

				(₹ in Lakhs)
Sr.	Particulars	As on	As on	As on
No.		March 31,	March 31,	March 31,
		2023	2024	2025
I.	Current Assets
1.	Inventories	1,260	1,152	557
2.	Financial Assets
a.	Current Investments	16	429	17
b.	Trade Receivables	4,495	5,839	7,573
c.	Cash and cash equivalents	189	399	202
d.	Bank balances other than cash and cash	16	429
	equivalents			348
e.	Loans	110	506	211
f.	Other current financial assets	28	192	171
3.	Other current assets	424	628	733
	Total Current Assets (A)	6,522	9,145	9,812
II.	Current Liabilities
	Financial liabilities
a.	Short term Borrowings	101	865	292
b.	Lease liabilities	28	31	50
c.	Trade payables	3,313	3,144	4,210
d.	Other current financial liabilities	106	135	125
2.	Other current liabilities	801	1,050	857
3.	Current provisions	166	178	101
4.	Income tax liabilities (Net)	68	44	216
	Total Current Liabilities (B)	4,583	5,447	5,851
III.	Total Working Capital Requirements
	Total Current Assets (A) less Total	1,939	3,698	3,961
	Current Liabilities (B)

Sr.	Particulars	As on	As on	As on
No.		March 31,	March 31,	March 31,
		2023	2024	2025
IV.	Funding Pattern
	Working capital funding from banks	101	859	253
	Internal accruals/ other sources	1,838	2,839	3,708
V.	Days
	Raw material (inventories)	25	36		21
	Unbilled Work-in-progress	3	4		2
	Finished Goods (Inventories)	24	22		12
	Trade Receivables	89	108	113
	Trade Payables	93	105		93

On the basis of existing, estimated and projected working requirements, the Rights Issue Committee of the Board, pursuant to their resolution dated April 28, 2025, has approved the fund requirement towards working capital for the Fiscal 2026. The estimated working capital requirements for Fiscal 2026 as stated below:

Details of Projected Working Capital Requirements

	(₹ in Lakhs)
Sr. No.	Particulars Financial Year 2026 [Projected]
I.	Current Assets
1.	Inventories 1,184
2.	Financial Assets
a.	Current Investments 19
b.	Trade Receivables 11,461
c.	Cash and cash equivalents & Other Bank Balances 1,069
d.	Loans 350
e.	Other current financial assets 350
3.	Other current assets 3,983
	Total Current Assets (A) 18,416
II.	Current Liabilities
2.	Financial liabilities
a.	Short Term Borrowings 593
b.	Lease liabilities 50
c.	Trade payables 5,567
d.	Other current financial liabilities 160
2.	Other current liabilities 1,242
3.	Current provisions 210
4.	Income tax liabilities (net) 77
	Total Current Liabilities (B) 7,899
III.	Total Working Capital Requirements
	Total Current Assets (A) - Total Current Liabilities (B) 10,517
IV.	Funding pattern
4.	Working Capital Funding from Banks 550
5.	Internal accruals/ other sources 5,608
6.	Net Proceeds from the proposed Placement 4,358
V.	Days
6.	Raw material (inventories) -
7.	Unbilled Work-in-progress (other current financial assets) -
8.	Finished Goods 12
9.	Trade Receivables 108

Sr. No.	Particulars	Financial Year 2026
		[Projected]
10.	Trade Payables		74

Holding levels

The details of the holding levels (with days rounded to the nearest whole number) for the financial years ended March 31, 2025, March 31, 2024 and March 31, 2023 and the estimated holding levels (with days rounded to the nearest whole number) as projected for the financial years ended March 31, 2026 are as under:

Sr. No. Particulars	Number of days
	For Financial Year 2023 (Actual) For Financial Year 2024 (Actual) For Financial Year 2025 (Actual) For Financial Year 2026 (Estimated)
1 Inventories
(a) Raw Material	25 36 21 -
(b) Unbilled Work-In- Progress	3 4 2 -
(c) Finished Goods	24 22 12 12
2 Trade Receivables	89 108 113 108
3 Trade Payables	93 105 93 74

Note: The holding levels are calculated as given below

Particulars	Formula
Raw Material	Average of raw material inventories for the current and previous period /
	cost of material consumed*365
Unbilled Work-In-	Average of unbilled work-in-progress inventories for the current and
Progress	previous period / cost of material consumed*365
Finished Goods	Average of finished goods inventories for the current and previous period
	/ cost of material consumed*365
Trade Receivables	Average of trade receivables for the current and previous period/ revenue
	from operations*365
Trade Payables	Average of trade payables for the current and previous period / cost of
	goods sold*365

Justification for Holding Period Level

The table below sets forth the key justifications for holding levels:

Particulars Details Raw Material The Company had maintained inventory days as 25 days in Fiscal 2023, 36 (Inventories) days in Fiscal 2024 and 21 days in Fiscal 2025. The Company estimates Nil for Fiscal 2026. This significant decrease in raw material inventory in March 2026 is a direct result of the manufacturing operations being closed since January 31, 2025. Unbilled Work-InThe holding levels of the Company’s Work-in-Progress have ranged from Progress (Inventories) 3 to 6 days during the Fiscal 2023, Fiscal 2024, and Fiscal 2025. The Company estimates holding levels of Nil for Fiscal 2026. This reduction in Work-in-progress is due to closing of manufacturing operations.

Particulars	Details
Finished Goods	The Company had maintained inventory days of 24 days in Fiscal 2023, 22
(Inventories)	days in Fiscal 2024 and 12 days in Fiscal 2025. In Fiscal Year 2026,
	inventory days are projected to remain at 12. As Manufacturing facility has
	been closed since 31st January 2025, the finished goods stock of
	manufacturing products will be reduced significantly in Fiscal 2026.
Trade Receivables	The Company's trade receivable days have trended upwards, from 89 days
	in Fiscal 2023 to 108 days in Fiscal 2024 and 113 days in Fiscal 2025. This
	longer collection cycle for supply invoices is inherent to their nature, where
	initial payments are partial, and the remaining amounts are linked to the
	achievement of key milestones such as testing, installation, and
	commissioning of equipments. Conversely, receivables from service
	invoices are settled upon service completion, as specified in the contract
	terms. Considering the orders in hand and changing composition with new
	orders anticipated in Fiscal 2026, the average trade receivable holding
	period is projected to be 108 days in Fiscal 2026.
Trade Payables	The Company had maintained trade payable days of 93 days in Fiscal 2023,
	105 days in Fiscal 2024 and 93 days in Fiscal 2025. It is projected to reduce
	to 74 days for Fiscal 2026 mainly due to increase in advance to suppliers.
	Also, Previous preferential issue of Equity shares helped in reducing the
	trade payable holding levels.

2. General Corporate Purposes

Our Company intends to deploy the balance net proceeds, aggregating to ₹551.36 lakhs towards general corporate purposes as approved by our management from time to time, subject to such utilisation not exceeding 25% of the Gross Proceeds in compliance with Regulation 62(2) of the SEBI ICDR Regulations.

The general corporate purposes for which our Company proposes to utilise Gross Proceeds may include, but are not limited to funding growth opportunities, strategic initiatives, joint-ventures, partnerships, marketing and business development expenses, expansion of facilities and meeting exigencies and expenses incurred by our Company in the ordinary course of business. In addition to the above, our Company may utilise the Net Proceeds towards other expenditure (in the ordinary course of business) considered expedient and as approved periodically by the Board or a duly constituted committee thereof, subject to compliance with necessary provisions of the Companies Act.

The quantum of utilisation of funds towards each of the above purposes will be determined by our Board, based on the amount actually available under this head and the business requirements of our Company, from time to time, subject to compliance with applicable law. However, our Company shall utilise the Net Proceeds in compliance with necessary provisions of the Companies Act and SEBI ICDR Regulations.

Issue Related Expenses

The Issue related expenses include, among others, fees to various advisors, printing and distribution expenses, advertisement expenses, registrar & depository fees and Regulatory fees. The estimated Issue related expenses are as follows:

are as follows:
	(₹ in Lakhs)
Activity	Estimated Percentage of the Percentage of
	amount total estimated the total Issue
	Issue expenses size
	(₹ lakhs) (%) (%)
Fees payable to the legal advisors, other professional service providers^	51.50 64.37 1.03
Feespayable to the Registrar to the Issue	5.50 6.88 0.11
Feespayable to the MonitoringAgency	- - 0
Advertising,marketingexpenses and shareholder	2.50 3.13 0.05

Activity	Estimated Percentage of the Percentage of
	amount total estimated the total Issue
	Issue expenses size
	(₹ lakhs) (%) (%)
outreach expenses
Fees payable to regulators, including Stock Exchanges, depositories and other statutory fee	13.00 16.25 0.26
Printingand stationery,distribution, postage,etc.	2.00 2.5 0.04
Other expenses (including miscellaneous expenses and stamp duty)	5.50 6.87 0.11
Total estimated Issue expenses*	80.00 100.00 1.60

* Amount will be finalized at the time of filing of the Letter of Offer and determination of the Issue price and other details. ^ Includes fees payable to the Legal Counsel, Statutory Auditor, Advisor etc

Interim Use of Funds

Our Company, in accordance with the policies established by our Board from time to time, will have the flexibility to deploy the Net Proceeds, however, utilization of Net Proceeds will be in accordance with applicable laws. Pending utilization for the purposes described above, our Company intends to temporarily deposit the funds in the scheduled commercial banks included in the second schedule of Reserve Bank of India Act, 1934 as may be approved by our Board of Directors.

In accordance with Section 27 of the Companies Act, 2013, our Company confirms that, pending utilization of the proceeds of the Issue as described above, it shall not use the funds from the Net Issue Proceeds for any investment in equity and/ or real estate products and/ or equity linked and/ or real estate linked products.

Appraisal by Appraising Agency

None of the objects have been appraised by any bank or financial institution or any other independent third party organizations.

Bridge Financing Facilities

As on the date of this Letter of Offer, we have not entered into any bridge financing arrangements which is subject to being repaid from the Issue Proceeds.

Strategic or Financial Partners

There are no strategic or financial partners to the Objects of the Issue.

Monitoring of Utilization of Funds

Since the Issue is for an amount less than ₹10,000 lakhs, in terms of Regulation 82 of the SEBI ICDR Regulations, our Company is not required to appoint a monitoring agency for the purposes of the Issue. As required under the SEBI Listing Regulations, the Audit Committee shall monitor the utilization of the proceeds of the Issue. We will disclose the details of the utilization of the Net Proceeds of the Issue, including interim use, under a separate head in our financial statements specifying the purpose for which such proceeds have been utilized or otherwise disclosed as per the disclosure requirements.

Pursuant to Regulation 32(3) of the SEBI Listing Regulations, our company shall disclose to the Audit Committee the uses / application of funds on a quarterly basis. Further, on an annual basis, we shall prepare a statement of funds utilized for purposes other than those stated in this letter of offer and place it before the Audit Committee. The said disclosure shall be made till such time that the Gross Proceeds raised through the Issue have been fully spent. The statement shall be certified by our Statutory Auditor.

Further, in terms of Regulation 32 of the SEBI Listing Regulations, we will furnish to the Stock Exchange on a quarterly basis, a statement indicating material deviations, if any, in the use of proceeds from the objects stated in this letter of offer.

Key Industry Regulations for the Objects of the Issue

No additional provisions of any acts, rules and other laws are or will be applicable to the Company for the proposed Objects of the Issue.

Other Confirmations

No part of the Net Proceeds will be paid by our Company as consideration to our Promoters, Promoter group, directors, associates or key management personnel or group companies, except as stated above and in the normal course of business and in compliance with applicable laws.

STATEMENT OF POSSIBLE SPECIAL TAX BENEFITS

Date: August 12, 2025

The Board of Directors Josts Engineering Company Limited Great Social Building 60 Sir PM Road, Fort Mumbai 400001

Dear Sir/Ma’am,

Re: Proposed rights issue of equity shares of face value of Rs. 1 each (“Equity Shares”) of Josts Engineering Company Limited (“Company” and such rights issue, the “Issue”).

This certificate is issued in accordance with the terms of our engagement letter dated April 05, 2025 with the Company in the context of the Issue in accordance with Chapter III of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (the “ SEBI ICDR Regulations ”) and applicable provisions of the Companies Act, 2013, as amended (the “ Companies Act ”).

We report that the enclosed statement in the Annexure A and B , states the possible special tax benefits under direct tax laws i.e. Income-tax Act,1961 and Income tax Rules, 1962 including amendments made by the Finance Act, 2025 (hereinafter referred to as “ Income Tax Laws ”) , and indirect tax laws i.e. the Central Goods and Services Tax Act, 2017, Integrated Goods and Services Tax Act, 2017, respective State Goods and Services Tax Act, 2017, Customs Act, 1962, Customs Tariff Act, 1975 (hereinafter referred to as “ Indirect Tax Laws ”) as amended, including the the relevant rules and regulations, circulars and notifications issued there under, Foreign Trade Policy force in India, available to the Company and its shareholders. Several of these benefits are dependent on the Company, its shareholders as the case may be, fulfilling the conditions prescribed under the relevant provisions of the statute. Hence, the ability of the Company, its shareholders to derive the special tax benefits is dependent upon their fulfilling such conditions, which based on business imperatives the Company and its shareholders faces in the future, the Company and its shareholders may or may not choose to fulfill.

We confirm that while providing this certificate, we have complied with the Code of Ethics issued by the Institute of Chartered Accountants of India (“ ICAI ”). We also have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1, ‘ Quality Control for Firms that Perform Audits and Reviews of Historical Financial Information, and Other Assurance and Related Services Engagements, ’ issued by the ICAI.

The benefits discussed in the enclosed Statement cover only special tax benefits available to the Company and to the shareholders of the Company and are not exhaustive and do not cover any general tax benefits available to the Company or its shareholders. The tax benefits listed herein are only the possible special tax benefits which may be available under the current direct tax laws presently in force in India. Further, any benefits available under any other laws within or outside India have not been examined and covered by this Statement.

The benefits discussed in the enclosed Statement in the Annexure A and B are not exhaustive. The preparation of the contents stated in the Annexures is the responsibility of the Company’s management. This statement is only intended to provide general information to the investors and is neither designed nor intended to be a substitute for professional tax advice. In view of the individual nature of the tax consequences and the changing tax laws, each investor is advised to consult his or her own tax consultant with respect to the specific tax implications arising out of their participation in the Issue. Neither are we suggesting nor advising the investor to invest in the Issue based on this statement.

We do not express any opinion or provide any assurance as to whether:

(i) the Company or its shareholders will continue to obtain these benefits in future; or (ii) the conditions prescribed for availing the benefits, where applicable, have been/would be met with.

The contents of the enclosed statement are based on information, explanations and representations obtained from the Company and on the basis of our understanding of the business activities and operations of the Company.

We also consent to the references to us as “Experts” as defined under Section 2(38) of the Companies Act, 2013, read with Section 26(5) of the Companies Act, 2013 to the extent of the certification provided hereunder and included in the Letter of Offer (“ LOF ”) (“ Offer Document ”) of the Company or in any other documents in connection with the Issue.

We hereby give consent to include this statement of special tax benefits in the Offer Document and in any other material used in connection with the Issue.

This certificate is issued for the sole purpose of the Issue, and can be used, in full or part, for inclusion in the Offer Document and any other material used in connection with the Issue, and for the submission of this certificate as may be necessary, to any regulatory/statutory authority, recognized stock exchange, any other authority as may be required.

This certificate may be relied on by the Company, their affiliates, and the legal counsel in relation to the Issue.

We undertake to immediately update you, in writing, of any changes in the abovementioned information until the date the Equity Shares issued pursuant to the Issue commence trading on the recognized stock exchange. In the absence of any such communication, you may assume that there is no change in respect of the matters covered in this certificate until the date the Equity Shares commence trading on the recognized stock exchange.

All capitalized terms used herein and not specifically defined shall have the same meaning as ascribed to them in the Offer Document.

Yours faithfully,

For Shah Gupta & Co Chartered Accountants Firm Registration Number: 109574W

Vedula Prabhakar Sharma Partner ICAI Membership Number: 123088 UDIN: 25123088BMIPKF9848

Date: August 12, 2025 Place: Mumbai

Encl: As above

CC:

Rajani Associates 204-207, Krishna Chambers 59, New Marine Lines Mumbai 400020

ANNEXURE A

STATEMENT OF POSSIBLE SPECIAL TAX BENEFITS AVAILABLE TO JOSTS ENGINEERING COMPANY LIMITED (THE “COMPANY”) AND ITS SHAREHOLDERS UNDER THE INCOME TAX ACT, 1961 (HEREINAFTER REFERRED TO AS “INCOME TAX LAWS”)

1. Special tax benefits available to the Company under the Income Tax Laws

Lower Corporate Tax rate under Section 115BAA

A new Section 115BAA has been inserted by the Taxation Laws (Amendment) Act, 2019 (“the Amendment Act, 2019”) granting an option to domestic companies to compute corporate tax at a Reduced rate of 25.17% (22% plus surcharge of 10% and cess of 4%) from the Financial Year 2019-20, provided such companies do not avail specified exemptions/incentives (e.g. deduction under Section 10AA, 32(1)(iia), 33ABA, 35(2AB), 80-IA etc.).

Section 115BAA also provides that domestic companies availing such option will not be required to pay Minimum Alternate Tax ("MAT") under Section 115JB. The CBDT has further clarified that since the MAT provisions under Section 115JB itself would not apply where a domestic company exercises option of lower tax rate under Section 115BAA, MAT credit would not be available.

2. Special tax benefits available to the shareholders under the Income Tax Laws

There are no special tax benefits available to the shareholders for investing in the shares of the Company. However, such shareholders shall be liable to concessional tax rates on certain incomes under the extant provisions of the Act (arising from sale of equity shares of the Company).

Section 112A of the Act provides for concessional rate of tax at the rate of 12.5% on long term capital gain arising on transfer of equity shares with effect from July 23, 2024 subject to conditions. Any longterm capital gain, exceeding INR 1,25,000 arising from the transfer of a long-term capital asset (i.e., capital asset held for the period of 12 months or more) being an Equity Share of a company or a unit of an equity-oriented fund wherein Securities Transaction Tax (‘STT’) is paid on both acquisition and transfer, income tax is charged at a rate of 12.5% without giving effect to indexation. Further, the benefit of lower rate is extended in case STT is not paid on acquisition / allotment of equity shares through Initial Public Offering.

Section 111A of the Act provides for concessional rate of tax @ 20% in respect of short-term capital gains (provided the short-term capital gains exceed the basic threshold limit of exemption, where applicable) arising from the transfer of a short-term capital asset (i.e. capital asset held for the period of less than 12 months) being an Equity Share of a company or a unit of an equity-oriented fund wherein STT is paid on both acquisition and transfer.

Notes:

a. The above Statement sets out the provisions of law in a summary manner only and is not a complete analysis or listing of all potential tax consequences of the purchase, ownership and disposal of shares.

b. The above statement covers only certain relevant direct tax law benefits and does not cover any indirect tax law benefits or benefit under any other law.

c. The above statement of possible special tax benefits is as per the current direct tax laws relevant for the assessment year 2025-26. d. This statement is intended only to provide general information to the investors and is neither designed nor intended to be a substitute for professional tax advice. In view of the individual nature of tax consequences, each investor is advised to consult his/her own tax advisor with respect to specific tax consequences of his/her investment in the shares of the Company.

e. In respect of non-residents, the tax rates and consequent taxation will be further subject to any benefits available under the relevant DTAA, if any, between India and the country in which the non-resident has fiscal domicile.

f. No assurance is given that the revenue authorities/courts will concur with the views expressed herein. Our views are based on the existing provisions of law and its interpretation, which are subject to changes from time to time. We do not assume responsibility to update the views consequent to such changes.

ANNEXURE B

STATEMENT OF POSSIBLE SPECIAL TAX BENEFITS AVAILABLE TO JOSTS ENGINEERING COMPANY LIMITED (THE “COMPANY”) AND ITS SHAREHOLDERS UNDER THE CENTRAL GOODS AND SERVICES TAX ACT, 2017, INTEGRATED GOODS AND SERVICES TAX ACT, 2017, RESPECTIVE STATE GOODS AND SERVICES TAX ACT, 2017 (‘GST ACT), CUSTOMS ACT, 1962 (‘CUSTOM ACT’), CUSTOMS TARIFF ACT, 1975 (‘TARRIF ACT’) (HEREINAFTER REFERRED TO AS “INDIRECT TAX LAWS”)

1. Special tax benefits available to the Company under the Indirect Tax Laws

There are no special indirect tax benefits available to the Company.

2. Special tax benefits available to the shareholders under the Indirect Tax Laws

There are no special indirect tax benefits applicable in the hands of shareholders for investing in the shares of the Company.

Notes:

a. The above statement is based upon the provisions of the specified Indirect tax laws, and judicial interpretation thereof prevailing in the country, as on the date of this Annexure.
b. The above statement covers only above-mentioned indirect tax laws benefits and does not cover any direct tax law benefits or benefit under any other law.
c. This statement is intended only to provide general information to the investors and is neither designed nor intended to be a substitute for professional tax advice.
d. No assurance is given that the revenue authorities/courts will concur with the views expressed herein. Our views are based on the existing provisions of law and its interpretation, which are subject to changes from time to time. We do not assume responsibility to update the views consequent to such changes.

SECTION IV – ABOUT THE COMPANY

INDUSTRY OVERVIEW

The information in this section includes extracts from publicly available information, data and statistics and has been derived from various government publications and industry sources. Neither we nor any other person connected with the Issue have verified this information. The data may have been re- classified by us for the purposes of presentation. Industry sources and publications generally state that the information contained therein has been obtained from sources generally believed to be reliable, but that their accuracy, completeness and underlying assumptions are not guaranteed, and their reliability cannot be assured and, accordingly, investment decisions should not be based on such information.

GLOBAL VIEW

Global Economic Overview

The year 2024 has been marked by significant global events. Unprecedented electoral activity took place across many countries, with more than half of the world’s population participating in major elections. At the same time, conflicts such as the Russia-Ukraine war and the Israel-Hamas conflict exacerbated regional instability, impacting energy and food security, driving prices higher, and contributing to inflation. Cyber-attacks also became more frequent and severe, with the growing digitisation of critical infrastructure amplifying their human and financial toll. Geopolitical tensions have reshaped global trade dynamics, while trade policies and policy uncertainty have added to the volatility in global financial markets.

In the face of higher interest rates, advanced economies (AEs) experienced steady growth in the first half of 2024, supported by moderating inflation and resilient employment and consumption levels. However, the growth outlook differs between the United States (US) and the Euro Area. The US economy is expected to maintain strong growth at 2.8% in 2024, though it may slow slightly in 2025 due to a reduction in consumption and exports.

India’s current account deficit (CAD) moderated slightly to 1.2% of GDP in Q2 of FY25 against 1.3% of the GDP recorded in Q2 of FY24. The recent rise in the CAD can be attributed to an increase in the merchandise trade deficit, which rose to US$ 75.3 billion in Q2 of FY25 from US$ 64.5 billion in the corresponding quarter of the previous year. The rising net services receipts and increase in private transfer receipts cushioned the expansion in the merchandise trade deficit. Net service receipts increased to US$ 44.5 billion in Q2 of FY25 from US$ 39.9 billion in the corresponding quarter in FY24.

(Source-Economic Survey 2024-25; www.indiabudget.gov.in )

Global View for Growth

The global economy grew by 3.3% in 2023, with the International Monetary Fund (IMF) forecasting growth of 3.2% in 2024 and 3.3% in 2025. Over the next five years, global growth is expected to average 3.2%, which is considered moderate by historical standards.

(Source-Economic Survey 2024-25; www.indiabudget.gov.in )

INDIAN ECONOMY AT A GLANCE

Overview of the Indian Economy

The Indian economy's growth story emphasizes a welfare-enhancement approach by the government, focusing on empowering all citizens and ensuring the efficient delivery of welfare measures. The government's initiative aims to provide opportunities for everyone, enabling them to achieve their professional and personal goals. With the focus on education, health, skilling, and innovation, with improved social and economic infrastructure the aim is to achieve welfare for all.

While the education and health system has made significant progress through various initiatives aimed at achieving national goals, there is a critical need to enhance the delivery mechanisms. By rethinking and improving these systems and integrating innovation and technologies, one can ensure that benefits effectively reach the last mile and are fully realised by those who need them most.

The importance of focusing on learning outcomes is underscored by reports revealing the gap between class standards and actual learning levels. To address this gap and enhance learning outcomes, it is crucial to implement innovative teaching methods and strategies that prioritise peer learning, social and emotional development, digital literacy, and life skills. These approaches will not only boost academic performance but also foster cognitive and critical thinking skills among students

The government's focus on rural infrastructure, housing, and livelihoods reflects a comprehensive ‘welfare for all’ approach. By improving rural connectivity, sanitation, housing, access to drinking water, and social inclusion, alongside supporting microfinance, SHGs, and localisation of SDGs, these initiatives ensure inclusive development. Together, they uplift rural communities, bridging gaps in equity and quality of life.

Regulatory institutions in the areas of health and education must constantly balance the needs of the society and that of the ease of provision of such services by the providers. Where the market can do an effective job, regulations can either be withdrawn or compliance made voluntary with disclosure. Tight regulations increase the compliance and supervision burden on state capacity that is already stretched. This gives rise to unfulfilled expectations on the part of the public. Therefore, for India to receive the demographic dividend in full in the coming years, regulatory institutions need to evolve to focus on allowing outcomes to happen without being fixated on inputs. Trust-based regulation backed up by transparency and disclosure on the part of the regulated deserves a chance. Regulators must develop their assessment parameters and report on their own effectiveness transparently. There is no better way to demand right behaviour than to set an example.

(Source-Economic Survey 2024-25; www.indiabudget.gov.in )

Review of Developments in 2024 -25

India's trade sector has demonstrated remarkable stability and growth, achieving milestones despite global economic headwinds. Following a dip in FY20 amid the global downturn and the pandemic, overall exports rebounded strongly in FY22, reaching a record high in FY23. This momentum continued into FY24, with overall exports surpassing the previous year’s record, even as imports moderated slightly

India's total exports (merchandise and services) have shown positive momentum in the first nine months of FY25, reaching US$ 602.6 billion, witnessing a YoY growth of 6%. This increase demonstrates the resilience of exports, which have been building on a steady upward trend in recent years despite global economic challenges. Total imports during April-December 2024 reached US$ 682.2 billion, registering a YoY growth of 6.9%. This positive import growth indicates a steady demand for goods in the Indian market, supporting domestic consumption and production needs. A more significant increase in overall imports compared to exports led to a rise in the overall trade deficit from US$ 69.7 billion during April-December 2023 to US$ 79.5 billion in the corresponding period of FY25.

During April-December 2024, non-petroleum exports were up by 7.1%. Over the same period, non-petroleum and non-gems and jewellery exports rose by 9.1%. Specific sectors like drugs and pharmaceuticals, electronic goods, engineering goods, and chemicals saw an increase in exports, growing by 6.4%, 28.6%, 9.9% and 5% respectively, during April-December 2024 on a YoY basis. Textile exports also saw a YoY increase of 7.6% during the same period. Rising inflationary pressures on cereals, pulses, and edible oils limited the exports of agricultural and allied products. Overall, merchandise exports registered a modest growth of 1.6% (YoY basis) primarily attributed to a decline in the value of petroleum product exports due to a fall in international commodity prices.

(Source-Economic Survey 2024-25; www.indiabudget.gov.in )

Sector wise Performance

 Industrial Sector

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The industrial sector (including four sub-sectors, i.e., mining and quarrying; electricity, gas, water supply and utilities; manufacturing and construction) was affected significantly by the pandemic, leading to a contraction in FY21. This led to growth fluctuations in subsequent years. Hence, comparing FY25 with an average of the previous five years, including the pre-pandemic FY20, is appropriate. Chart VII.2(a) shows that the industrial growth in FY25 is expected higher than the previous five-year average. The industrial sector grew by 6.2% in FY25, driven by robust growth in electricity and construction

The industrial growth rate for the second quarter Q2FY25 has registered a decline to 3.6%, primarily driven by three significant factors that affected key sectors of the economy. These factors are outlined below:

The major contributors to the decline in industrial growth was the sharp slowdown in manufacturing exports. This slowdown can be attributed to several external economic challenges. Firstly, economic difficulties in key destination countries, where demand for exports has weakened, played a critical role. Additionally, intensified trade competition from global markets, coupled with shifting industrial policies by major trading nations, further strained the competitiveness of domestic manufacturers. These factors collectively contributed to the slowdown in export-driven manufacturing, which in turn impacted the overall industrial growth.

The second significant factor influencing industrial performance during Q2FY25 was the unprecedented levels of rainfall observed during the monsoon season. While the monsoon had positive effects, such as replenishing reservoirs and supporting agricultural activities, it also produced several challenges for other industrial sectors. Specifically, activities like mining, construction, and certain manufacturing processes were slowed down due to adverse weather conditions. The delayed or interrupted operations in these sectors contributed to a slower overall industrial output during the quarter.

The third factor affecting industrial growth was the variation in the timing of festivals between September and October of the current and previous years. Festivals typically drive higher consumer spending and boost economic activity due to increased demand for goods and services, including consumer items like automobiles. In the current year, however, the timing of these key festivals was slightly different from the previous year, leading to a statistical downward bias in the Q2FY25 growth figures. The timing shift resulted in a delay in the spike of festival-related economic activity, which traditionally contributes to Q2FY25 growth. While the sales of select consumer items, including automobiles, picked up in October, the overall impact on Q2FY25 was muted due to this timing discrepancy.

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According to the RBI's Industrial Outlook Survey, manufacturing firms reported improved demand conditions in Q3 FY25 and expect further improvements in Q4 FY25 and Q1 FY26. The survey also reflected better expectations for production, order books, employment, capacity utilisation, and the overall business environment during Q4 FY25 and Q1 FY26

(Source-Economic Survey 2024-25; www.indiabudget.gov.in )

Outlook for Growth

The services sector continues to perform well in FY25. The growth in Q1 and Q2 resulted in 7.1% growth in H1FY25. Across sub-categories, all the sub-sectors have performed well. The robust performance of the services sector is also reflected in high-frequency indicators (HFIs). PMI services have been in an expansionary zone during H1FY25, supported by growth in new orders, rise in output, improvement in sales and enhanced employment generation. The hospitality sector performed well, with hotel occupancy rates in H1FY25 similar to the previous year. Average daily rates and revenue per room increased due to higher corporate and leisure travel. Air cargo activity grew in double digits, while port traffic remained stable. Information Technology (IT) companies also performed better than the previous quarter.

Union government capex is up 8.2% in July – November 2024 and is expected to pick up further pace. Early results of the RBI’s Order Books, Inventory, and Capacity Utilisation Survey (OBICUS) show that the seasonally adjusted capacity utilisation (CU) in manufacturing firms was 74.7% in Q2 FY25, above the long-term average of 73.8%. A private sector report’s analysis of a sample of capital goods companies indicates that the order books of these companies have registered a sharp increase of 23.6% in FY24 as against a compound annual growth rate (CAGR) of 4.5% in the preceding four years. Moreover, in H1 FY25, there was a growth of 10.3% compared to the end of FY24. The RBI’s report on private investments showed that investment intentions increased to ₹2.45 lakh crore for FY25 as compared to ₹1.6 lakh crore for FY24. Along with fresh investment, some of the existing intentions would spill over and be implemented in FY26.

On the external front, exports of goods and non-factor services at constant prices increased by 5.6 per cent in H1 FY25, while imports increased by 0.7%. In Q2 FY25, imports of goods and services at constant prices contracted by 2.9%, primarily driven by a decline in commodity prices. As a result, net exports contributed positively to real GDP growth in this period.

The industrial sector grew by 6% in H1 FY25. Q1 saw a strong growth of 8.3%, but growth moderated in Q2 due to three key factors. First, manufacturing exports slowed significantly due to weak demand from destination countries, and aggressive trade and industrial policies in major trading nations. Second, the above average monsoon had mixed effects - while it replenished reservoirs and supported agriculture, it also disrupted sectors like mining, construction, and, to some extent, manufacturing. Third, the variation in the timing of festivities

between September and October in the previous and current years led to a modest growth slowdown in Q2 FY25.

(Source-Economic Survey 2024-25; www.indiabudget.gov.in )

There are three main downside risks to the forecast.

The value of the Indian Rupee (₹) is market-determined, with no target or specific level or band. Various domestic and global factors influence the exchange rate of the ₹, such as the movement of the Dollar Index, trends in capital flows, level of interest rates, movement in crude prices, current account deficit, etc. In the first nine months of FY25 (up to 6 January 2025), the ₹ depreciated a modest 2.9%, performing better than currencies such as the Canadian Dollar, South Korean Won and the Brazilian Real, which depreciated by 5.4%, 8.2% and 17.4% respectively, during the same period. One of the primary factors behind the rupee depreciation during 2024 has been the broad-based strengthening of the US$ amidst geopolitical tensions in the Middle East and uncertainty surrounding the US election.

Global inflation peaked at 8.7% in 2022, driven by supply chain disruptions and geopolitical tensions, to 5.7% in 2024. In India, retail inflation moderated from 5.4% in FY24 to 4.9% in FY25 (April-December) despite challenging food price dynamics. Food items constitute about two-fifths of the consumer price index in India. Hence, the Consumer Food Price Index (CFPI) is a significant determinant of retail inflation. In recent years, food inflation has been a major contributor to headline inflation. However, an increase in prices is not widespread across all food categories. It is primarily driven by a few items.

Geopolitical risks and policy uncertainty, especially around trade policies, have also contributed to increased volatility in global financial markets.

Geopolitical risks remain high due to ongoing conflicts, which pose substantial risks to the global economy. These tensions can affect growth, inflation, financial markets, and supply chains. The intensification of conflicts like those in the Middle East or between Russia and Ukraine could lead to market revaluation of sovereign risks and disrupt global energy markets. While the oil market is currently well-supplied, damage to energy infrastructure could create supply constraints and increase uncertainty.

In the Middle East, tensions have also disrupted trade through the Suez Canal, a critical shipping route handling 15% of global maritime trade. As a result, ships are rerouting around the Cape of Good Hope, causing delivery delays of over 10 days on average. This has led to higher freight rates and impacted global trade activity.

(Source-Economic Survey 2024-25; www.indiabudget.gov.in )

MANUFACTURING SECTOR

Manufacturing Growth

Global Manufacturing

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Regional Performance

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Sectoral Trends

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(Source: World Manufacturing Production- November 2024; United Nations Industrial Development Organisation - www.unido.org )

Developing and Emerging Industrial Economies

Manufacturing is the engine of economic growth. Economic growth and development are positively correlated with industrialization. This empirical regularity is supplemented by a large body of literature emphasizing the role of manufacturing as the key “progressive sector”. Several reasons explain this unique role. Manufacturing has a higher potential to benefit from static and dynamic economies of scale than other sectors of the economy. At the same time, the expansion of manufacturing tends to increase the productivity level of the economy, raise the level of savings necessary to fund investment, foster technological innovation, and create foreign exchange. Moreover, manufacturing has the strongest potential to stimulate the rest of the economy through productive linkages and technological spillovers.

Industry and job creation. Besides the direct industrialization-growth nexus, the industrial sector also stabilizes the economy by providing well-paid and high-quality jobs.Industry’s potential to provide a large and growing number of stable and well-paid jobs varies considerably across countries and regions, owing to historical heritage and institutional factors.

(Source: Industrial Development Report 2024 - www.unido.org)

INDIAN MANUFACTURING SECTOR

Introduction

India's manufacturing sector is a key driver of its economic growth, contributing 16-17% to GDP pre-pandemic, and is expected to grow rapidly. Key industries like automotive, chemicals, and pharmaceuticals are thriving,

with digital transformation boosting innovation and efficiency. India is on track to become a global manufacturing hub, with projections to export goods worth US$1 trillion by 2030. Government initiatives like the National Manufacturing Policy and PLI schemes aim to increase the sector’s share in GDP to 25% by 2025. Foreign investment is rising, and sectors like mobile phone manufacturing are set to create significant job opportunities.

Market Size

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India's manufacturing exports reached a record US$ 447.46 billion in FY23, with a 6.03% growth, surpassing the previous year's US$ 422 billion. By 2030, India's middle class is expected to have the second-largest share in global consumption. The manufacturing sector's Gross Value Added (GVA) was US$ 770.08 billion in Q1FY24, with e-commerce exports projected to grow to US$ 400 billion by 2030. Smartphone exports reached US$ 15.6 billion in FY24, fueled by the Production-Linked Incentive (PLI) scheme. India’s GDP grew 8.4% in Q3FY24, driven by strong manufacturing and construction growth. India's manufacturing sector is expected to reach a value of US$ 1 trillion by 2025-26, making a substantial contribution to global economic growth.

Source: Reserve Bank of India Order Books, Inventories and Capacity Utilisation Survey

Investments

India's manufacturing sector has expanded into new geographies and segments, driven by growth in priority sectors and favorable global megatrends

Foreign Direct Investment (FDI) inflows into the sector have reached US$ 165.1 billion, a 69% increase over the past decade, largely supported by Production-Linked Incentive (PLI) schemes. In the last five years, total FDI across all sectors amounted to US$ 383.5 billion.

Government Initiatives

The government is actively encouraging diversification and growth in the manufacturing sector through initiatives like the PLI Scheme and focused budget allocations. By offering incentives to crucial industries such as automobiles, electronics, pharmaceuticals, and food processing, India seeks to capitalize on emerging market trends and opportunities.

The Government of India has taken significant steps to enhance the manufacturing sector through various initiatives and budget allocations aimed at fostering growth and innovation. The 'Make in India' initiative, which marked its 10th anniversary, has led to transformative results, including an 85% reduction in mobile imports and a 200% increase in manufacturing jobs from 2022 to 2024.

The government has launched several initiatives from time to time like MUDRA Yojana, Emergency Credit Line Guarantee Scheme, Scheme of Fund for Regeneration of Traditional Industries (SFURTI) etc. to provide necessary and timely support to the MSME sector, which has helped benefit crores of people across the country.

The Government of India has taken several initiatives to promote a healthy environment for the growth of manufacturing sector in the country. Some of the notable initiatives and developments are:

In the interim budget 2024, the allocation for the Production Linked Incentive (PLI) Scheme for various sectors saw a substantial increase, with notable examples including a 360% rise to ₹6,903 crore (US$

830 million) for the Semiconductors and Display Manufacturing Ecosystem and a 623% surge to 3,500 crore (US$ 421 million) for the Automobile sector.

In the interim budget 2024, there was commendable fiscal responsibility demonstrated alongside significant investments in infrastructure, including emphasis on affordable housing, clean energy, and technological advancement. Additionally, the budget allocated funds for the creation of a ₹1 lakh crore (US$ 12 billion) innovation fund for sunrise domains, providing a substantial boost for the startup industry. Moreover, there was a notable focus on promoting the shift to electric vehicles (EV) through the expansion of EV charging networks, thereby offering opportunities for small vendors in manufacturing and maintenance.
In the Interim Union Budget 2024-25, the Ministry of Defence has been allocated ₹621,541 crore (US$ 74.78 billion), marking a significant increase of approximately 4.72% from the previous allocation of ₹593,538 crore (US$ 71.41 billion).
Under the Skill India mission, Pradhan Mantri Kaushal Vikas Yojana (PMKVY) has trained over 1.40 crore candidates since 2015, as per Skill India Digital data until December 13, 2023. Notably, in the Short-term Training (STT) program, 42% of certified candidates found placement opportunities, with 24.39 lakh candidates successfully placed out of 57.42 lakh certified.
Semiconductor associations IESA and SEMI signed a Memorandum of Understanding (MoU) in Bengaluru to establish India as a global manufacturing hub, focusing on talent development, policies, design, skilling, research, academia, and supply chains, leveraging SEMI's international network and IESA's expertise.
The Scheme for Promotion of Manufacturing of Electronic Components and Semiconductors (SPECS) has been notified with an aim to strengthen the value chain for the manufacturing of electronic products in India.

Road Ahead

The positive developments in the manufacturing sector, driven by production capacity expansion, government policy support, heightened M&A activity, and PE/VC-led investment, are creating a robust pipeline for the country’s sustained economic growth in the years to come.

India is becoming a key hub for foreign investments in manufacturing, with global brands in sectors like mobile phones, luxury goods, and automobiles establishing operations. The manufacturing sector is expected to reach US$ 1 trillion by 2025, supported by GST and a growing market of 1.48 billion people. The Government's SAMARTH Udyog Bharat 4.0 initiative aims to enhance competitiveness, while the development of industrial corridors and smart cities will foster advanced manufacturing practices and overall industrial growth.

(Source: Manufacturing Sector in India - India Brand Equity Foundation www.ibef.org )

INDIAN ENGINEERING SECTOR

Introduction

India’s Capital Goods manufacturing industry serves as a strong base for its engagement across sectors such as Engineering, Construction, Infrastructure and Consumer goods, amongst others.

The engineering sector stands as the largest industrial sector in India, comprising 27% of the total factories and accounting for 63% of foreign collaborations within the country. The demand for engineering services is largely driven by capacity expansion in industries such as infrastructure, electricity, mining, oil and gas, refining, steel, automobiles, and consumer durables. India benefits from competitive advantages in manufacturing costs, market knowledge, technology, and innovation across several engineering sub-sectors. Over recent years, the sector has experienced substantial growth, fueled by increased investment in infrastructure and industrial production. Given its close ties to manufacturing and infrastructure, the engineering sector is strategically vital to India’s economy.

The sector’s development has been significantly supported by various policies and initiatives from the Indian government. The engineering industry has been de-licensed, and 100% Foreign Direct Investment (FDI) is permitted. Furthermore, it has emerged as the largest contributor to the nation’s total merchandise exports.

India’s engineering sector also gained a global recognition milestone in June 2014, when the country became a permanent member of the Washington Accord (WA), joining an exclusive group of 17 countries signatory to this prestigious international agreement on engineering education and the mobility of engineers.

Market size

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India's engineering and manufacturing sectors are witnessing strong growth, with significant developments in electrical machinery, automotive, agricultural equipment, and machine tools. The automotive industry alone is valued at over US$ 222 billion and is set to become the third largest globally by 2030. Various industrial segments, including boilers, generators, and power transformers, are also expected to see steady growth over the coming years

In FY25 (until October), engineering goods exports from India amounted to US$ 67.43 billion. The production of the Capital Goods Sector rose significantly, from ₹ 2,29,533 crore (US$ 27.58 billion) in 2014-15 to ₹ 4,29,001 crore (US$ 51.55 billion) in 2023-24.

Source: NIRYAT Portal, (Until October 2024)

Imports of electrical machinery in India increased to US$ 12.30 billion in FY24. The electrical equipment sector, which contributes 8% to manufacturing and 1.5% to GDP, is expected to grow from US$ 52.98 billion in 2022 to US$ 125 billion by 2027, reflecting a robust CAGR of 11.68%.

Investments

India's engineering sector has demonstrated significant growth and continues to play a crucial role in the nation's economic development. With substantial foreign direct investment (FDI) inflows and a strong export performance, engineering goods contribute notably to India's global merchandise exports. The sector's exports have seen steady growth, with projections indicating a target of US$ 200 billion by 2030.

The foreign direct investment (FDI) inflows into India's miscellaneous mechanical and engineering industries during April 2000 to June 2024 stood at around US$ 4.51 billion, as per data released by the Department of Industries Policy and Promotion (DIPP).

Government Initiatives

The Indian engineering sector is of strategic importance to the economy owing to its intezintegration with other industry segments. The sector has been de-licensed and enjoys 100% FDI. With the aim to boost the manufacturing sector, the government has relaxed the excise duties on factory gate tax, capital goods, consumer durables and vehicles.

In Budget 2024-25, Government has committed an outlay of ₹11.11 lakh crore (US$ 133.5 billion) this year towards infrastructure capital expenditure and defence sector was allocated a budget of ₹6.21 lakh crore (US$ 74.62 billion).
MHI is implementing the Scheme for ‘Enhancement of Competitiveness in the Indian Capital Goods Sector Phase 2’ in order to facilitate adoption of Industry 4.0 and to promote investments in

manufacturing sector, indigenization of technologies and creation / augmentation of common service infrastructure / Testing facilities. ₹250 crores have been allocated under this Scheme for Financial Year 2023-24.

The Ministry of Heavy Industries (MHI) launched two Production Linked Incentive (PLI) Schemes, namely PLI Scheme for Automobile and Auto Component Industry, and PLI Scheme for National Programme on Advanced Chemistry Cell (ACC) Battery Storage. The PLI Scheme for the automobile and auto components industry has been launched with a total budgetary outlay of ₹25,938 crore (US$ 3.17 billion) for a period of five years (FY23 to FY27).
Increase the employability of engineering graduates in the country, AICTE (All India council of technical education) leadership is taking a lot of efforts and recommends model curriculum for engineering programs like AI, IoT, Robotics, Block chain, Machine learning, Data Science and Cyber security.
In 2021, the government is pursuing strategic sale in 22 PSU firms of which 17 are ongoing transactions including BPCL, Shipping Corporation of India, Concor and BEML.

Road Ahead

India’s electrical equipment market is projected to grow by US$ 33.74 billion from 2021 to 2025, with an accelerated growth rate at a compound annual growth rate (CAGR) of 9%. The engineering sector is also experiencing significant expansion, with investments in engineering R&D expected to reach US$ 63 billion by 2025. Exports of engineering goods are forecasted to reach US$ 200 billion by 2030.

The material handling equipment sector is poised to benefit from strong demand across industries such as steel, power, minerals, and infrastructure, while the demand for machine tools in the capital goods sector, particularly in the automotive and textile industries, is anticipated to remain robust. The ‘Make in India’ initiative, along with the government’s focus on improving the ease of doing business, is expected to create numerous opportunities in the engineering and capital goods sectors in the coming years.

(Source: Engineering Industry in India - India Brand Equity Foundation www.ibef.org )

OUR BUSINESS

Some of the information in this section, including information with respect to our plans and strategies, contain forward-looking statements that involve risks and uncertainties. You should read “ Forward-Looking Statements ” on page 15 of this Letter of Offer for a discussion of the risks and uncertainties related to those statements and also “ Risk Factors ”, “ Financial Statements ” and “ Management’s Discussion and Analysis of Financial Condition and Results of Operations ” on pages 20, 88 and 92, respectively, of this Letter of Offer for a discussion of certain factors that may affect our business, financial condition or results of operations. Our actual results may differ materially from those expressed in or implied by these forward-looking statements.

For a discussion of the risks and uncertainties related to those statements please see the section “ Risk Factors ” beginning on page 20, for a discussion of certain risks and analysis of factors that may affect our business, financial condition or results of operations or cash flows.

Our fiscal year ends on March 31 of each year, and references to a particular fiscal are to the twelve months ended March 31 of that year. Unless otherwise stated, or the context otherwise requires, the financial information used in this section is derived from our Audited Financial Statements included in this Letter of Offer in “ Financial Statements ” beginning on page 88.

Unless otherwise indicated or the context otherwise requires, the financial information included in this section for Fiscal 2025, 2025 and 2023 has been derived from our Audited “ Financial Statements ” beginning on page 88 of this Letter of Offer. See, “ Financial Information ” on page 88 of this Letter of Offer.

In this section, unless the context otherwise requires, indicates or implies references to our “Company” or the “Issuer” are to Josts Engineering Company Limited.

Overview

Our Company is involved in the business of supply of a wide range of material handling and engineered products. These products are designed to support the movement, lifting, storage, and transportation of goods within industrial, warehouse, and commercial environments. We aim to provide practical and reliable solutions that help improve efficiency and productivity in various operational settings. To serve our customers better, we have established an all-India sales and service network. This network enables us to reach customers across the country and offer assistance in terms of product information, after-sales service, technical assistance, and the supplying spare parts. Our focus is not just on supply of equipment, but also on offering complete solutions that add value to the customers’ operations.

The products we offer are marketed under well-recognized brand names such as “JUMBO,” “PYGMY,” and “JOTRUK.” These brands have built a strong reputation over time and are known for their quality, durability, and consistent performance. Our product range consists of Industrial Platform Trucks, Tow Trucks, Hand Pallet Trucks, Electric Pallet Trucks, Electric Pallet Stackers, Reach Trucks, Forklifts, Racking Systems, Scissor Lifts, Dock Levelers, Pneumatic Sample Transport Systems, Battery Operated Passenger Carriers and various other customized products.

Through our diverse product offerings and service support, we continue to focus on customer satisfaction, safety, and operational efficiency. Our aim is to build long-term relationships with customers by offering dependable products and solutions tailored to their day-to-day working needs. Also, our Company has diversified its business by entering into equipment rental business and renewable energy sectors. The Company marked its entry into the rental business through its subsidiary namely MHE Rentals India Private Limited (Presently Wholly Owned Subsidiary). Through its joint venture, Suryavayu Renewable and Energy Solutions Pvt. Ltd., our Company has strengthened its renewable energy focus and expanded its portfolio in solar and wind power projects.

Our consolidated gross revenue from operations for Fiscal 2025 stood at ₹23,891/- as against ₹18,744/- in Fiscal 2024. Our consolidated EBITDA for Fiscal 2025 and 2024 was ₹3,066 lakhs and ₹1,849 lakhs, respectively. Our consolidated Profit/Loss for the Fiscal 2025 stood at ₹1,754 lakhs as against profit/Loss of ₹990 lakh in Fiscal 2024.

Brief History and Background

Our Company was originally incorporated as “Jost’s Fans Supply and Engineering Company Limited” on May 9, 1907, as a limited Company under the Indian Companies Act, 1882, registered with the Registrar of Joint Stock Companies, Bombay. The name of the Company was changed by passing a special resolution and with the authority of Bombay Government to Jost’s Engineering Company Limited on February 12, 1914, and a fresh certificate of incorporation consequent upon change of name was granted by the Registrar of Companies, Bombay on February 25, 1918. The Corporate Identity Number of our Company is L28100MH1907PLC000252.

Originally our Company was established to take over the business carried by the sole proprietor, Mr. Carl Jost, under the name of “C. Jost & Company”, of an electrical and mechanical engineer and contractor and manufacturer of and dealer in electrical and mechanical apparatus, appliances, ventilators or rotatory fans. Presently the Company carries on business of trading of material handling equipment and of industrial finishing and engineered products. Our Corporate Office is located at C-7, Road No. 12, Wagle Industrial Estate, Thane West, Mumbai, 400604. We have 9 (Nine) branches/ Sales offices which are situated at Bengaluru, Baroda, Chennai, Guwahati, Kolkata, Mumbai, New Delhi, Pune, and Hyderabad.

Some of the key milestones of our Company since then are as follows:

Calendar Year	Key Milestones
1907	Established by Carl Jost’s, as Jost's Fan Supply and Engineering Company Limited, for
	manufacturing kerosene operated fans
1913	Representation of Evershed & Vignoles Ltd. (now known as Megger Ltd) & Standard
	Telephone & Cable Ltd.
1950	Started representation of Brüel & Kjær and ITT industries
1963	Our Company emerged as an important manufacturer and supplier of Material Handling
	Equipment & technology-based engineering solutions.
1980	License agreement with Jungheinrich, AG, Germany for manufacture of Stackers and
	Battery-Operated Pallet Trucks
1984	Introduction of JORACK Racking System
1998	First Indian MHE Company to get ISO 9001 certification
2003	Our Company paint application products and systems, along with combustion systems,
	integrated into the Industrial Finishing Division, to provide complete solutions to customers
2006	Introduction of Scissor Lift and Dock Leveler
2007	Our Company organised into three core business areas viz. Material Handling Division,
	Industrial Finishing Division and Engineered Products Division
2009	Ventured into the Nano Technology and Analytical Instrumentation business. Introduction
	of Indigenous Electric Forklift'JFB'Series
2014	Introduction of Indigenous Reach Trucks
2015	Representation of Skyjack Canada for distribution of Aerial and Boom Lift
2016	Introduction of Diesel Forklift Range Introduction of MHE Rental
2017	Representation of Doosan, Korea for Material Handling Range
2018	Introduction of our Company Made Diesel Forklift
2019	Introduced Aerial Work Platform Range & Order Picker
2022	Introduction of Rack Clad Warehouse

Our Competitive Strengths

We believe that the following are our primary competitive strengths:

1) Experience garnered over more than 50 years

Our company has been serving its customers for more than 50 years. Through this experience, we have built a solid foundation for delivering high-quality products and services that align with customer expectations and industry standards.

While our Company has recently discontinued their manufacturing side of business, we rely on our wholly owned subsidiary, JECL Engineering Limited, who has a manufacturing facility, amongst our many other suppliers for engineering goods. JECL Engineering Limited operates a dedicated manufacturing facility located in Murbad, Maharashtra. This facility is equipped with the necessary infrastructure, including an advanced plant, machinery, and equipment, to produce high-quality products.

2) Technical Personnel team

Our Company is supported by a highly experienced and skilled technical team, comprising professionals who have in-depth knowledge and hands-on understanding of the material handling and engineered products industry. While we are currently not engaged in manufacturing, the strength of our technical personnel plays a crucial role in technical support, which entails the servicing of the machinery that we have supplied to our customers and product recommendations.

Our technical experts are well-versed in product application, system integration, and solution customization—ensuring that the equipment we market aligns with the operational requirements of our customers. Their expertise is essential in areas such as product selection, solution design, technical consultancy, and after-sales support, all of which contribute significantly to customer satisfaction and long-term partnerships.

3) Experienced Marketing Team

Our Company’s marketing department personnel are fairly experienced in the field of marketing. Our Company trains its employees for improving the communication skills and to provide a better-quality output. Our Company’s marketing team develops and maintains cordial relations with our customers by continuous follow up.

4) Geared to serve all major markets in India

The Registered office of our Company is located at Mumbai and sales offices are spread across multiple locations i.e. Bengaluru, Vadodara, Chennai, Guwahati, Kolkata, New Delhi, Pune and Hyderabad which caters to our market and that enables us to easily reach out to customers in any part of the country in the shortest possible time. We provide solutions to the power, oil and gas, Defence, aerospace & space, automobile and many other critical sectors, in association with leading global manufacturers.

Our Key Strategies:

Focus on increase in volume of sales

We intend to focus on increasing the volume of sales in the markets we operate. As a distribution Company, we want to focus on larger volume of sales by extending our market segments and by addition of new products in our current portfolio to achieve our targeted sales.

Augment our working capital base in order to better utilize our installed capacities

Our business of material handling equipment and engineering products is working capital intensive. We need to maintain sufficient inventory for the production process and also maintain a balance between debtors & creditors

cycle. Since we are not fully utilizing our installed capacities, our growth depends on our ability to increase our utilization over the next few years . This expansion needs access to a larger amount of liquid funds and sufficient working capital. For further details of the proposed working capital requirements of our Company, kindly refer to the chapter titled “ Objects of the Issue ” on page 53 of this Letter of Offer. We believe that being well funded in the working capital domain will help us in the following strategic initiatives:

Accelerate development of new products to suit the different needs of customers.
Respond to market dynamics and provide custom based designs with focus on customer satisfaction.
Focus on producing / marketing high value priced products.

Customer Satisfaction

Our Company is customer satisfaction-oriented and always tries to maintain a good relationship with the customers. Our Company’s marketing team approaches existing customer for their feedback and based on that feedback, any changes in the products, if required, are carried out. Our Company provides quality products and effective follow-ups with customers which ensures that customers are satisfied with the products. Our Company in return is rewarded by customers with continuous orders.

Customers

We have strong and long-established relationships with a number of our customers. The table below sets forth details of revenues generated from our top 5 customers and our top 10 customers for the periods indicated:

Particulars	As of and for the period ended March 31
	2025 2024 2023
	% of revenue from operations % of revenue from operations % of revenue from operations
Top 5 Customers	26.58% 17.54 15.29
Top 10 Customers	32.51% 23.22 22.07

We believe our customer relationships are led primarily on account of our ability to meet stringent specifications and customizations along with our strong technical competencies. We are committed to developing and maintaining long-term relationships with our customers through frequent interactions and follow-ups. The Company’s production and quality team periodically visit the customers’ premises to update on the technological changes on the various products manufactured by the Company

Our Business Verticals:

We categorise our business into three different verticals based on our product portfolio, namely: (i) Warehousing and material movement equipment, (ii) Vertical material movement and (iii) AWP range

(a) Warehousing and material movement equipment

Our Company operates in the warehousing and material movement equipment sector, delivering a comprehensive range of products thoughtfully engineered to meet the diverse and evolving needs of modern industries. Our offerings include essential material handling equipment such as hand pallet trucks for efficient horizontal transport, along with manual and semi-electric stackers that provide cost-effective lifting solutions for small to mid-sized operations. To boost productivity, we also offer battery-operated pallet trucks and fully electric stackers designed for smooth, effortless handling across a variety of applications. The portfolio further extends to electric forklifts—ideal for indoor use due to their quiet and emission-free operation—and durable diesel forklifts built for rugged, outdoor performance. We also supply battery-operated platform trucks for internal transportation, as well as premium machines including reach trucks for high-rack storage, articulated forklifts for enhanced manoeuvrability in tight spaces, and very narrow aisle (VNA) trucks that optimize storage in space-constrained environments.

The value segment of our products is manufactured by our wholly owned subsidiary, JECL Engineering Limited, ensuring affordable yet reliable solutions. On the premium end, we represent the globally recognized brand Zowell in India, offering advanced material handling equipment to meet complex operational demands. This strategic combination enables us to maintain a broad and versatile product portfolio that effectively serves a wide range of customer requirements. This highly competitive landscape motivates us to continuously innovate and deliver dependable, high-quality solutions that help our customers stay efficient, agile, and ahead of the curve.

(b) Vertical material movement

Our company specializes in vertical material movement solutions, offering a range of equipment such as scissor lifts, goods lifts, and vertical reciprocating conveyors (VRC). These products are designed to facilitate the efficient vertical movement of goods in various environments, including warehouses, factories, and commercial spaces. Scissor lifts help in elevating materials to different heights, while goods lifts provide vertical transportation between floors, ensuring smooth and safe handling of heavy loads. Vertical reciprocating conveyors (VRC) are specifically designed to move goods vertically, offering a safe and efficient alternative to traditional lifts in industrial settings.

In the domestic market, we compete with a number of local and regional manufacturers who offer similar vertical material movement solutions. These competitors present cost-effective alternatives in the market, but our focus remains on delivering high-quality and reliable products. This competitive environment encourages us to consistently innovate and maintain our commitment to meeting the specific needs of our customers.

(c) AWP Range

Our company offers a comprehensive range of aerial work platforms (AWP), which include single mast and double mast lifts. These lifts are designed for tasks that require lifting personnel or materials to various heights, ensuring safety and efficiency in confined spaces. We also offer self-propelled and pusharound scissor lifts, which are versatile and widely used for indoor and outdoor tasks, providing a reliable and stable means of accessing elevated work areas. Our product range further includes articulated and telescopic boom lifts, which are equipped to handle more complex and demanding applications, providing extended reach and flexibility for accessing hard-to-reach areas.

Outsourced Manufacturing

Our Company doesn’t currently have a manufacturing facility. Our wholly owned subsidiary, JECL Engineering Limited, has a manufacturing facility for material handling equipment. We rely on JECL Engineering Limited for around 31% of the total supply of material handling equipment received by us. JECL Engineering Limited, located in Murbad, Maharashtra, is equipped with state-of-the-art infrastructure, cutting-edge machinery, and a skilled workforce, enabling the production of high-quality material handling and industrial equipment. This specialized manufacturing facility ensures consistent product quality, quick turnaround times, and the ability to meet customer specifications with both precision and efficiency

Our Business Portfolio

I. Material Handling Division (MHD)

Our Company offers a wide range of equipment and systems, such as Pygmy, Pallet Trucks, the Jumbo range of Platform Trucks, Stacker, Reach Truck, Electric Forklift, Order picker, racking systems etc. The markets in which we are very active for material handling division (MHD) include automotive, logistic, FMCG, railways, defence and pharma. The equipment is manufactured with facilities like computeraided design, engineering, manufacturing, erection and after sales service. We offer customized “allround solutions” for material storage, transportation, loading/unloading and stacking/retrieving operations and warehousing.

II. Material Handling Services:

Our Company ensures the highest possible uptime of the equipment supplied by us, through a nationwide network of 8 service centres. Our Company’s highly skilled and knowledgeable service staff undergoes continuous training and development. Customers rely on our assistance for anything from battery maintenance to full overhauling services, allowing them to focus on their primary business.

III. Engineering Products Division and Services (EPD)

Engineered Products Division is committed to supply innovative technology-based products and solutions to improve customer’s efficiency and processes.

Engineered Products Division (EPD), in association with leading manufacturers of the world, provides precision based advanced engineering solutions for some of the very demanding industrial applications. These solutions blend of innovation, along with our expertise and reach in the Indian market.

We partner with multiple specialized segment leaders & domain expert companies from USA, Europe, UK and Japan offering solutions for Space, Aerospace, Defense, Automotive, Power, Engineering and Education industries.

Engineering Products division comprise of 6 lines of business which have dedicated Business Development Managers. Business Development Manager’s, introduce new products to customers via trade shows, expos, customer specific seminars, presentations targeting particular product & applications. Our product support executives also reach out to customers through digital media marketing.

a)

Sound and Vibration:

Sound (or noise) has an important social aspect and noise measurement is carried out to monitor the impact of noise pollution on society, at the work place or in normal habitats.

Measurement and analysis of sound and vibration is needed in the designing and testing of more efficient and quieter products. Our offerings are specifically used in diverse sectors like automotive, defence, aerospace, space, telecom, white goods, power, process engineering, general engineering, architectural acoustics and machine tools.

b) Environmental Simulation

In order to provide better solutions in industrial material and component testing, biological, chemical and food research, human and veterinary medicine testing, our company has tied up with the leaders in the design, development and manufacture of Lab equipment’s.

Product quality testing is critical part of the manufacturing process. Josts’ offers advanced equipment for various production systems. Use of best-in-class technology and support of a team of competent engineers, ensures that each of our solutions delivers precise, accurate and optimum performance.

c) Component Procurement Services:

We offer various interconnectivity solutions for Aerospace, Defence, Space, Engineering and Electronics Manufacturing Services market segments. We offer connectors from USA and France meeting NASA and ESA qualifications.

We offer Military grade connectors specially required for Space, Aerospace and Defence applications.

d) Electrical Test and Measurement

The electrical test and measurement range of products from our Electrical Division ensures performance and reliability in power generation, transmission and distribution equipment’s. Our Company has

experience in providing advanced technology products and systems dedicated to various applications in Electrical Industry

We have added a new principal from Canada for Emergency restoration system. We have already received an order of ₹29.50 Crores from interested parties.

e) Nanotechnology and Analytical Solutions:

The Research & Development community in institutes and industries can now look forward to a fresh approach to their needs in lab based diagnostic and analytical equipment. We have a qualified experienced team to guide customers for their requirements of diagnostics and analytical instruments. Today our product portfolio comprises of various types of Lasers and Laser based diagnostic systems for flow, stress and strain.

f) Heat and Combustion

Optimizing combustion processes has gained a lot of importance due to advantages like cost saving and efficiency enhancement. Responsible and intelligent use of energy with minimal emissions is the desired feature of an industrial combustion system. Our Company offers a wide range of Temperature Profiling Systems which helps to improve the heating process under Heat and Combustion product line.

We offer several solutions that enhance human safety against gas-related hazards, this includes a wide range of Portable and Fixed Gas detection systems, Gas monitors & Flame detectors.

Engineered Products – Technical Services:

With a network of 8 service centres across the country Our Company offers Technical Services to various market segments and application needs.

Our Company offers specialized Technical Services covering following parameters :

Sound & Vibration
Flow Survey
Fluid Dynamics
Thermal Comfort
Stress & Strain Measurement
Electrical Parameter Testing & Measurement

NABL Accredited Lab for Calibration Services

Our Laboratory has been accredited by the National Accreditation Board for Testing & Calibration Laboratories (NABL), under the Department of Science and Technology, Government of India.

At our NABL-accredited LAB, we specialize in providing precise calibration services for a comprehensive range of Electro-technical parameters. These include current, voltage, resistance, capacitance, AC-DC high voltage, Tan Delta, offline energy meter calibration and single phase-three phase AC Power. Rest assured, our laboratory adheres to the highest industry standards, aligning with the ISO/IEC 17025:2017 General Requirements for the Competence of Testing & Calibration Laboratories.

We have NABL accreditation calibration facility at Jost’s Corporate Office & Kolkata Location.

Sales and Marketing

Our company’s sales and marketing strategy is driven by thorough market research, which helps us understand customer requirements, monitor competitor activities, and stay updated with industry trends. This research allows us to strategically position our products to cater to both domestic and international demand. The marketing team also focuses on building and maintaining our company’s brand reputation by emphasizing reliability, technologydriven solutions, and our ongoing efforts toward sustainability.

We segment our customer base across key industries such as automotive, pharmaceuticals, construction, and logistics. This segmentation enables us to design targeted marketing campaigns that address the specific needs of each sector, while highlighting our capability to provide customized material handling solutions. Our sales team follows a multi-channel approach, combining direct sales, online marketing, and a network of distributors and dealers across various markets to ensure wide coverage and consistent customer engagement.

Human Resource

Our Human Resources team plays a vital role in supporting business growth by attracting and retaining skilled professionals across key areas such as engineering support, sales, service, and operations. Continuous learning is encouraged through regular training programs and skill enhancement workshops. These efforts ensure our teams stay updated and aligned with evolving customer needs. The breakdown of our employees in different functionalities has been provided below:

Function	Number of Employees
Top Management	5
Accounts & Finance	8
Corporate & Coordination	22
HR & Admin	6
Information Technology	2
Marketing, Sales & Customer Service	220
Operation & maintenance	21
Purchase & Store	5
Secretarial & Legal	3
Others	2
Grand Total	294

Intellectual Property Rights

Trademarks

Our Company has a registered Trademark, and the details are as under:

	Class	Proprietor	Registration
		Name	Number
Josts	06	Josts	4968989
		Engineering
		Company
		Limited
Josts	07	Josts	4968990
		Engineering
		Company
		Limited

Trademark		Class	Proprietor	Registration
			Name	Number
Josts		12	Josts	4968991
			Engineering
			Company
			Limited
Josts		20	Josts	4968992
			Engineering
			Company
			Limited
Josts		37	Josts	4968993
			Engineering
			Company
			Limited
JUMBO	-	12	Josts	1148
			Engineering
			Company
			Limited
JUMBO		12	Josts	217376
			Engineering
			Company
			Limited
JUMBOELECTRIC		12	Josts	224281
			Engineering
			Company
			Limited
PROCHECK	-	09	Josts	5004140
			Engineering
			Company
			Limited
PYGMY	-	12	Josts	212374
			Engineering
			Company
			Limited

Corporate Social Responsibility

Our company is committed to giving back to society and creating a positive impact beyond business. Josts Foundation, a Section 8 (Companies Act, 2013) Company, has been incorporated on August 9, 2024, solely for the purpose of carrying out Corporate Social Responsibility (CSR) activities. The foundation actively engages in community development programs, education, healthcare, and environmental sustainability projects. Through these efforts, we aim to contribute meaningfully to the well-being of the communities we operate in, while aligning our values with responsible and inclusive growth. In the Fiscal 2025, Our Company spent ₹20.05 Lakhs towards CSR activities through Josts Foundation, Implementing Agency. Our board has constituted a CSR committee which presently comprises of three members namely, Jai Prakash Agarwal, Vishal Jain, and Sanjiv Swarup.

OUR MANAGEMENT

Board of Directors

The composition of the Board is governed and is in conformity with the provisions of the Companies Act, 2013, the rules prescribed thereunder, the SEBI LODR Regulations and the Articles of Association. In accordance with the Articles of Association and the Companies Act, 2013, our Company shall have a minimum of three directors and a maximum of fifteen directors. However, more than fifteen directors can be appointed if approved by passing a special resolution in a general meeting.

Pursuant to the provisions of the Companies Act, 2013, at least two-thirds of the total number of directors, excluding the Independent Directors, are liable to retire by rotation, with one-third of such number retiring at each Annual General Meeting. A retiring director is eligible for re-election. Further, pursuant to the Companies Act, 2013, the Independent Directors may be appointed for a maximum of two consecutive terms of up to five consecutive years each and thereafter have a cooling off period of three years prior to being eligible for reappointment. Any re- appointment of Independent Directors shall be on the basis of, inter alia , the performance evaluation report and approval by the shareholders of our Company, by way of a special resolution.

As on the date of this Letter of Offer, our Company has 6 (six) Directors, comprising of 2 (two) Executive Directors, 4 (four) Non-Executive Directors inclusive of 3 (three) Independent Directors and 1 (one) woman Independent Director. The Chairman is an Executive Director.

The following table provides details regarding our Board as of the date of filing this Letter of Offer:

Name, Address, Designation, Occupation, Term, Period of Directorship, Date of Expiration of the Current Term of Office, DIN and Date of Birth Age (in years)	Other Directorships
Jai Prakash Agarwal Address:_2601, A-wing, 26thFloor, Raheja Atlantis, Near Shreeram Mill, G.K. Marg, Lower Parel, Mumbai -400013, Maharashtra, India _Designation: Promoter, Chairman & Whole Time Director Occupation: Business _Term:_For a period of 3 years from April 01, 2024, liable to retire by rotation 66 years	Domestic Companies 1. Josts Foundation 2. Dotch Sales Private Limited 3. AUJ Investment & Consultants Private Limited 4. Ashdil Sales Promotion Private Limited 5. JECL Engineering Limited 6. Overseas Tracom Private Limited Foreign Companies NIL

Date of Expiration of Current Term of Office: March 31, 2027

Period of Directorship: Since January 21, 2015

DIN: 00242232 Date of Birth : October 15, 1958 Vishal Jain 52 years Domestic Companies 1. Suryavayu Renewable and Energy Address: A-802, Mantri Pride, 1[st] Block , Near Solutions Private Limited Madhavan Park, Jayanagar, Bangalore South, 2. Josts Foundation Bengaluru- 560011, Karnataka India 3. MHE Rentals India Private Limited 4. JECL Engineering Limited Designation : Promoter, Managing Director &

Name, Address, Designation, Occupation, Term, Period of Directorship, Date of Expiration of the Current Term of Office, DIN and Date of Birth Age (in years)	Other Directorships
Chief Executive Officer Occupation: Business Term:_For a period of 3 years from October 04, 2023 _Date of Expiration of Current Term of Office: October 03, 2026 Period of Directorship: Since January 21, 2015 DIN: 00709250 Date of Birth: June 14, 1973	Foreign Companies 1. Josts Engineering Inc.
Shikha Jain Address: A-802, Mantri Pride, 1stBlock , Near Madhavan Park, Jayanagar, Bangalore South, Bengaluru- 560011, Karnataka India Designation: Promoter & Non-Executive Director Occupation: Business Term: Liable to retire by rotation Date of Expiration of Current Term of Office: Liable to retire by rotation Period of Directorship: Since August 12, 2016 DIN: 06778623 Date of Birth: November 17, 1974 50 Years	Domestic Companies NIL Foreign Companies NIL
Pramod Kumar Maheshwari Address: 112-B, Shakti Nagar, Dadabari, Kota, Rajasthan - 324009 Designation: Non-Executive Independent Director Occupation: Business Term: For a period of 5 years from February 07, 2023 Date of Expiration of Current Term of Office: February 06, 2028 Period of Directorship: Since February 07, 2023 DIN: 00185711 54 Years	Domestic Companies 1. Career Point Edutech Limited 2. Career Point Learning Solutions Limited 3. Eduplanet Knowledge Solutions Private Limited 4. Coupler Enterprises Private Limited 5. Career Point Infra Limited 6. Srajan Capital Limited 7. Sankalp Capital Private Limited 8. CP Capital Limited 9. Srajan Ventures Private Limited 10. Indo Grains Private Limited 11. Wellwin Technosoft Limited 12. Career Point Foundation 13. Aadhaar Foundation 14. Yash Foundation 15. Studyboard Education Private

Name, Address, Designation, Occupation, Term, Period of Directorship, Date of Expiration of the Current Term of Office, DIN and Date of Birth Age (in years)	Other Directorships
Date of Birth: March 12, 1971	Limited 16. Career Point Institute of Skill Development Private Limited 17. Career Point Accessories Private Limited 18. Srajan Agritech Private Limited 19. Edutiger Private Limited 20. Soyug Limited 21. CPUH Institute of Incubation and Innovation Council Foreign Companies: NIL
Sanjiv Swarup Address: 103, Srushti Apartment, Old Prabhadevi Road, Opposite Century Bazar, Prabhadevi, Mumbai, Maharashtra 400025 Designation: Non-Executive Independent Director Occupation: Professional Independent Director Term: For a period of 5 years from February 07, 2023 Date of Expiration of Current Term of Office: February 06, 2028 Period of Directorship: Since February 07, 2023 DIN: 00132716 Date of Birth: November 19, 1958 66 Years	Domestic Companies 1. MHE Rentals India Private Limited 2. Abans Jewels Limited 3. Chatha Foods Limited 4. Tac Infosec Limited 5. Abans Enterprises Limited 6. Responsive Industries Limited 7. Bharat Wire Ropes Limited 8. Highness MicroElectronics Limited Foreign Companies 1. Abans Gems & Jewels Trading FZC, Ajman UAE
Rekha Shreeratan Bagry Address: 402 A, Kent Residency, Eksar Road, Borivali (West), Opposite Mayur Tower, Mumbai Suburban, Borivali West, Maharashtra-400092 Designation: Non-Executive Independent Director Occupation: Independent Professional, Chartered Accountant Term: For a period of 5 years from February 07, 2023 Date of Expiration of Current Term of Office: February 06, 2028 53 Years	Domestic Companies 1. Organic India Private Limited 2. Capital Foods Private Limited 3. Bija Conservation Foundation 4. Whiteoak Capital Trustee Limited 5. Renewsys India Private Limited 6. Ramkrishna Forgings Limited 7. TRIL Constructions Limited Foreign Companies NIL

Period of Directorship : Since February 07, 2023

Name, Address, Designation, Occupation,	Age	Other Directorships
Term, Period of Directorship, Date of	(in years)
Expiration of the Current Term of Office, DIN
and Date of Birth

DIN : 08620347

Date of Birth : March 22, 1972

Confirmations

None of our Directors is or was the director of any listed company during the five years immediately preceding the date of filing of this Letter of Offer, whose equity shares have been or were suspended from being traded on any stock exchanges, during the term of their directorship in such a company.

None of our Directors is or was a director of any listed company which has been or was delisted from any stock exchange, during the term of their directorship in such company, in the last ten years immediately preceding the date of filing of this Letter of Offer with the Stock Exchange.

Details of Key Managerial Personnel and Senior Management

The details of our Key Managerial Personnel and the members of our Senior Management in terms of the Companies Act and the SEBI ICDR Regulations (as applicable) as on date of this Letter of Offer are set forth below:

Sr. No.	Particulars	Designation
*Key Managerial Personnel*
1.	Pranesh Bhandari	Chief Financial Officer
2.	Babita Kumari	Company Secretary and Compliance Officer
*Senior Management (excluding Key Managerial*		*Personnel)*
1.	Lakshmanraju Sharath Kumar	Chief Executive Officer of Engineered Product
		Division
2.	Manish Walia	Chief Executive Officer of Material Handling
		Division
3.	Atul Balasaheb Wagh	Head Manufacturing / Production
4.	Vidya Sandesh Sakpal	Head of Human Resource and Administration
5.	Bhushan Vinayak Vichare	Head of Information Technology

Organizational Structure

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CHAIRMAN & WHOLE - TIME DIRECTOR
BOARD OF DIRECTORS MANAGING DIRECTOR & CHIEF
EXECUTIVE OFFICER
Chief Chief Chief Company Human Information Head
Executive Executive Financial Secretary & Resource and Technology Manufacturi
Officer- Officer - Officer Compliance Administration Head ng /
Material Engineered Officer Head Production
Handling Product
Equipment Division
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SECTION V – FINANCIAL INFORMATION

FINANCIAL STATEMENTS

S. No.	Details	Page No.
1.	Audited Financial Statements of our Company for the Financial Year ended	F-1 to F-65
	March 31, 2025 along with the audit report dated May 29, 2025
2.	Audited Financial Statements of our Company for the Financial Year ended	F-66 to F-129
	March 31, 2024 along with the audit report dated May 15, 2024
3.	Audited Financial Statements of our Company for the Financial Year ended	F-130 to F-191
	March31,2023 along withthe auditreport datedMay18,2023

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F-9