Dhara Rail Projects Ltd IPODHARARAIL

The IPO opens on 23 Dec 2025 & closes on 26 Dec 2025.

Dhara Rail Projects Limited was originally incorporated as Private Limited Company dated April 05, 2010 with the Registrar of Companies, Mumbai. Thereafter, Company got the status converted into a Public Limited Company via fresh Certificate of Incorporation dated August 25, 2025 changing the name of Company to 'Dhara Rail Projects Limited'. Post incorporation, Company acquired the running business of M/s Dhara Industries as a going concern basis through a Business Purchase Agreement dated July 21, 2010. Jagruti Tejas Mehta was the proprietor of M/s Dhara Industries which was engaged in the business of executing engineering power infrastructure contracts, mainly with Indian Railways, including Trading and supplying of the required material for the contract and also executing the maintenance contracts. Company operate the business through its Registered Office located at Girgaum District of Maharashtra. The Company is presently engaged in the business of executing various types of contractual railway projects and related services including the Annual Maintenance Contracts (AMC) and repair services for a diverse range of railway rolling stock systems. Services include annual maintenance and repair of train lighting equipment across all rolling stock categories, including the latest Vande Bharat trains, along with annual maintenance and repair for Overhead Equipment (OHE) (Tower Wagons), Power Car equipment and Heating, Ventilation and Air Conditioning (HVAC) systems. It provide services to the Ministry of Railways, Government of India, either through directly awarded contracts secured via competitive tendering or through pre-bid arrangements with various OEM's. Company is planning the initial public offer of 39,84,000 equity shares having face value Rs 10 through fresh issue.

Dhara Rail Projects Ltd IPO will close on 26 Dec 2025.

<ul><li>Diversified Order Book of projects across India.</li><li>Revenue from multiple geographies.</li><li>Assured Quality Services.</li><li>Experienced Senior Management.</li></ul>

<table class="table"> <thead> <tr> <th>S.No</th> <th>Promoters Name</th> <th>Pre Issue Shares</th> <th>Pre Issue Percentage</th> <th>Post Issue Shares</th> <th>Post Issue Percentage</th> </tr> </thead> <tbody> <tr> <td>1</td> <td>Tejas Lalit Mehta</td> <td>5549445</td> <td>50</td> <td>5549445</td> <td>36.79</td> </tr> <tr> <td>2</td> <td>Jagruti Tejas Mehta</td> <td>4254400</td> <td>38.33</td> <td>4254400</td> <td>28.2</td> </tr> <tr> <td>3</td> <td>Dhara Tejas Mehta</td> <td>555000</td> <td>5</td> <td>555000</td> <td>3.68</td> </tr> <tr> <td>4</td> <td>Megha Tejas Mehta</td> <td>555000</td> <td>5</td> <td>555000</td> <td>3.68</td> </tr> <tr> <td>5</td> <td>Tejas Lalit Mehta HUF</td> <td>111</td> <td>---</td> <td>111</td> <td>---</td> </tr> <tr> <td>6</td> <td>Vikas Lalit Mehta</td> <td>111</td> <td>---</td> <td>111</td> <td>---</td> </tr> <tr> <td>7</td> <td>Priya Vikas Mehta</td> <td>111</td> <td>---</td> <td>111</td> <td>---</td> </tr> <tr> <td>8</td> <td>Dhaierya Vikas Mehta</td> <td>111</td> <td>---</td> <td>111</td> <td>---</td> </tr> <tr> <td>9</td> <td>Frreya Vikas Mehta</td> <td>111</td> <td>---</td> <td>111</td> <td>---</td> </tr> </tbody> </table>

<ul><li>Its business and revenue are substantially dependent on the Ministry of Railways, Government of India. Any adverse change in policy of the Ministry of Railways may lead to the company contracts being foreclosed, terminated, restructured or renegotiated, which may has a material effect on its business and results of operations.</li><li>The company industry is labour intensive and its business operations may be materially adversely affected by strikes, work stoppages or increased wage demands by the company employees or those of its suppliers.</li><li>Currently, The company delivering its goods and services to Indian Railways across various zones. Any adverse developments impacting the company operations in these zones could negatively affect its revenue and overall financial performance.</li><li>Its conduct all the company operations from its registered office and corporate office located in Mumbai, Maharashtra. Any materially adverse social, political, or economic developments, including civil disruptions in the state, may adversely impact the company business operations.</li><li>The company has significant working capital requirements. If its experience insufficient cash flows from the company operations or are unable to borrow to meet its working capital requirements, it may materially and adversely affect the company business, cash flows and results of operations.</li><li>Its does not own the registered office and corporate office from which its carry out the company business activities. In case of non renewal of rent agreements or dispute in relation to use of the said premise, its business and results of operations can be adversely affected.</li><li>The company current order book value is not necessarily indicative of future growth. These orders that constitute its current order book could be cancelled, put in abeyance, delayed, modified, put on hold or not paid for by the company client, which could adversely affect its financial condition.</li><li>The company has experienced negative operating cash flows in the past. Any operating losses or negative cash flows in the future could adversely affect its results of operations and financial conditions.</li><li>The Objects of the Issue for which funds are being raised has not been appraised by any bank or financial institution. Any variation between the estimation and actual expenditure as estimated by the management could result in execution delays or influence the company profitability adversely.</li><li>The company has not identified any alternate source of funding and hence any failure or delay on its part to mobilize the required resources or any shortfall in the Issue proceeds may delay the implementation schedule.</li><li>Its business, growth prospects and financial performance largely depends on the company ability to obtain new contracts, and there is no assurance that its will be able to procure new contracts.</li><li>The Company is dependent on limited number of suppliers, within limited geographical locations for procurement of certain products as tools or consumables to be supplied to our clients. Any delay, interruption or reduction in the supply of such goods may affect its business, results of operations, cash flows and financial condition.</li><li>Its subject to strict quality requirements and client inspections, and any failure to comply with quality standards may lead to cancellation of existing and future orders and could negatively impact the company reputation and its business and results of operations and future prospects.</li><li>Tender are typically awarded to It on satisfaction of prescribed pre- qualification criteria and following a competitive bidding process. the company business and its financial condition may be adversely affected if new projects are not allotted to it.</li><li>As an integral aspect of Its business operations, it is necessary for it to provide Security deposit and performance guarantees. Failing to secure these guarantees or the activation of such guarantees has the potential to negatively impact the company cash flows and financial standing.</li><li>The company insurance coverage may not be adequate to protect it against all potential losses to which we may be subject and this may has a material effect on its business and financial condition.</li><li>The company has in the past entered into related party transactions and may continue to does so in the future. There can be no assurance that such transactions, individually or in the aggregate, will not has an adverse effect on the Company's financial condition and results of operations.</li><li>Inventories and trade receivables form a major part of its current assets. Failure to manage the company inventory and trade receivables could has an adverse effect on its sales, profitability, cash flow and liquidity.</li><li>The company has not complied with certain statutory provisions of the Companies Act, 2013. Any penalty or action taken by any regulatory authorities in future, for non-compliance with provisions of corporate and other law could impact the reputation and financial position of the Company to that extent.</li><li>The company Promoter group entity is engaged in similar line of business to that of the Company. Also the Company has entered into Joint Venture (JV) agreements which has been formed to engage in similar line of business. This can affect the company because of the Potential Conflict of Interest.</li><li>The Company operates under several statutory and regulatory permits, licenses and approvals. its inability to obtain, renew or retain the statutory and regulatory licenses, permits and approvals required to operate the company business may has an adverse effect on its business & operations.</li><li>Statutory Auditors has included certain Qualifications on its Audited financial statements of FY 2023-24.</li><li>Compliance with, and changes in, safety, health and environmental laws and labour regulations may adversely affect its business, prospects, financial condition and results of operations.</li><li>Contracts with Its clients and purchase orders placed with the company clients typically include provisions for liquidated damages and penalties which if invoked, could has an adverse effect on its business, result of operations and financial condition.</li><li>Registration of the trademarks which the company using for its business is under process and is yet to be received. its may be unable to protect its intellectual property or know how from third party infringement which could harm the company brand and services.</li><li>The Company is party to certain legal proceedings. Any adverse decision in such proceedings may has a material adverse effect on its business, results of operations and financial condition.</li><li>Its historical performance is not indicative of the company future growth or financial results and its may not be able to sustain the company historical growth rates.</li><li>Adverse publicity regarding The company products and services could negatively impact it and may cause the Company substantial costs which in turn could adversely affect its goodwill and our sales could be diminished.</li><li>Any disproportionate increase in labour costs including increase in wage/salary demand, labour unrest or labour claims arising from accidents may adversely affect Its business operations and financial conditions.</li><li>The company heavily dependent on its Promoters and Key Managerial Personnel for the continued success of the company business through their continuing services and strategic guidance and support.</li><li>One of the natures of its business model from government /tenders exposes it to liability claims and contract disputes and the company indemnities may not adequately protect it. Any liability in excess of the company reserves or indemnities could result in additional costs, which would reduce the company profits.</li><li>Technology failures or Cyber-attacks or other security breaches could has a material adverse effect on its business, results of operation or financial condition.</li><li>Failure to recover adequately on claims against its work contract for payment could has a material adverse effect on it.</li><li>The company propose to repay or prepay all or a portion of certain outstanding borrowings availed by the Company from the Net Proceeds of the Issue, and there can be no assurance that such repayment or prepayment will improve its financial condition or result in any significant benefit to the Company.</li><li>The company has incurred indebtedness which exposes it to various risks which may has an effect on its business and results of operations. Further, the company required to comply with certain restrictive covenants under its financing agreements and any non-compliance may lead to, amongst others, accelerated repayment schedule and suspension of further draw downs, which may adversely affect the company business, results of operations, financial condition and cash flows.</li><li>The company operate in a competitive business environment. Failure to compete effectively against its competitors and new entrants in the industry in any of the company business segments may adversely affect its business, financial condition and results of operations.</li><li>The company contingent liabilities as stated in its Restated Consolidated Financial Statements could affect the company financial condition.</li><li>Certain of the company investments may be subject to market risk and the company has not made any provisions for a possible decline of the value of such investments.</li><li>Its subject to the risk of failure of, or a material weakness in, the company internal control systems.</li><li>If its not able to successfully manage the company growth effectively, its business, future financial performance and results of operations could be materially and adversely affected.</li><li>The company actual results could differ from the estimates and projections used to prepare Its financial statements.</li><li>Loans availed by the Company has been secured on personal guarantees of its directors.</li><li>Its dependent on third party transportation providers for the delivery of material and the provision of the company services. Accordingly, continuing increases in transportation costs or unavailability of transportation services for them, as well the extent and reliability of Indian infrastructure may has an adverse effect on its business, financial condition, results of operations and prospects.</li><li>The Company has unsecured loans which are repayable on demand. Any demand from lenders for repayment of such unsecured loans may adversely affect its cash flows.</li><li>Any Penalty or demand raised by statutory authorities in future will affect the company financial position of the Company.</li><li>The company has issued Equity Shares in the last 12 months at a price which could be lower than the Issue Price.</li><li>The average cost of acquisition of Equity Shares by its Promoters, could be lower than the price determined at time of filing the Red Herring Prospectus.</li><li>None of the company Directors possess experience of being on the board of any listed company.</li><li>Its lenders has charge over properties in respect of finance availed by it.</li><li>Excessive dependence on Canara Bank in respect of Loan facilities obtained by the Company.</li><li>Its may not be successful in implementing The company business strategies. </li><li>Its ability to pay dividends in the future will depend upon the company future earnings, financial condition, cash flows, working capital requirements, capital expenditure and restrictive covenants in its financing arrangements.</li><li>Employee misconduct or failure of its internal processes or procedures could harm it by impairing its ability to attract and retain clients and subject it to significant legal liability and reputational harm.</li><li>Any future issuance of Equity Shares, convertible securities or other equity linked securities by it and any sale of Equity Shares by the company significant shareholders may dilute your shareholding and adversely affect the trading price of the Equity Shares.</li><li>Its Promoters and the Promoter Group will jointly continue to retain majority shareholding in the Company after the issue, which will allow them to determine the outcome of the matters requiring the approval of shareholders</li><li>Industry information included in this Red Herring Prospectus has been derived from industry sources. There can be no assurance that such third-party statistical, financial and other industry information is complete, reliable or accurate as the same has not been independently verified.</li><li>In addition to normal remuneration, other benefits and reimbursement of expenses to its Promoters, they are interested to the extent of their shareholding and dividend entitlement thereon in the Company.</li><li>The estimates and forward-looking statements as provided in this Red Herring Prospectus may prove to be inaccurate and actual results may differ from such estimates and forward-looking statements.</li><li>The determination of the Price Band is based on various factors and assumptions, and the Issue Price of the company Equity Shares may not be indicative of the market price of its Equity Shares after the Issue.</li><li>The Equity Shares has never been publicly traded, and, after the Issue, the Equity Shares may experience price and volume fluctuations, and an active trading market for the Equity Shares may not develop. Further, the price of the Equity Shares may be volatile, and you may be unable to resell the Equity Shares at or above the Issue Price, or at all.</li><li>Its may be subject to surveillance measures, such as the Additional Surveillance Measures (ASM) and the Graded Surveillance Measures (GSM) by the Stock Exchanges which may adversely affect trading price of the company Equity Shares.</li><li>There is no guarantee that the Equity Shares issued pursuant to the Issue will be listed on the SME Platform of National Stock Exchange of India Limited in a timely manner or at all.</li><li>Significant differences exist between Indian GAAP and other accounting principles, such as Ind AS, IFRS and U.S. GAAP, which may be material to investors' assessments of the company financial condition, result of operations and cash flows.</li><li>Any of the Bidders are not permitted to withdraw or lower their Bids (in terms of quantity of Equity Shares or the Bid Amount) at any stage after submitting a Bid.</li></ul>

The Issue type of Dhara Rail Projects Ltd is Book Building - SME.

The minimum application for shares of Dhara Rail Projects Ltd is 2000.

The total shares issue of Dhara Rail Projects Ltd is 3984000.

Initial public offer of 39,84,000 equity shares of face value of Rs.10/- each (the "Equity Shares") of Dhara Rail Projects Limited ("the Company" or "the Issuer") at an issue price of Rs. 120-Rs.126/- per equity share (including a share premium of Rs. 110- Rs.116/- per equity share) for cash, aggregating up to Rs. 47.81- Rs.50.20 crores ("Public Issue") out of which 2,04,000 equity shares of face value of Rs.10/- each, at an issue price of Rs. 120-Rs.126/- per equity share for cash, aggregating Rs. 2.45- Rs.2.57 crores will be reserved for subscription by the market maker to the issue (the "Market Maker Reservation Portion"). The public issue less market maker reservation portion i.e. issue of 37,80,000 equity shares of face value of Rs.10/- each, at an issue price of Rs. 120-Rs.126/- per equity share for cash, aggregating Rs. 45.36-Rs.47.63 crores is herein after referred to as the "Net Issue". The public issue and net issue will constitute 26.41% and 25.06% respectively of the post- issue paid-up equity share capital of the company. The floor price is 12.6 times of the face value of the equity shares. Bids can be made for a minimum of 2000 equity shares and in multiples of 1000 equity shares thereafter.