E to E Transportation Infrastructure Ltd IPOE2ERAIL

The IPO opens on 26 Dec 2025 & closes on 30 Dec 2025.

E to E Transportation Infrastructure Limited was originally formed as a Private Limited Company as 'E to E Transportation Infrastructure Private Limited' on March 09, 2010 which was issued by the Deputy Registrar of Companies, Karnataka. Subsequently, Company converted into a Public Limited Company and the name got changed from 'E to E Transportation Infrastructure Private Limited' to 'E to E Transportation Infrastructure Limited' w.e.f. December 04, 2024 issued by Central Processing Centre, Manesar The Company is mainly operating as a system integrator for rail engineering solutions across mainline, urban transit, and private siding segments. Company provide comprehensive rail engineering services for designing, procurement, supply, installation and testing of rail signaling & tele-communication systems, commissioning of track electrification, overhead wires and turnkey projects, both in India and in select geographic markets. The client base includes Zonal Railways, Public Sector Undertakings (PSUs) under Indian Railways, manufacturers, corporate entities with their privately owned rail sidings and infrastructure development companies. Since the year 2010, Company has completed diverse projects including railway signaling and telecommunication, railway electrification, design, construction for railway tracks, operation and maintenance of the railway and urban transit projects. Some of major projects includes CBTC signaling system for Hyderabad Metro and Nagpur Metro, signaling and telecommunication modernization for siding works for Vizag Steel Plant, NUPPL Power Plant, UPVRNL at Hardwaganj, Electronic Interlocking system modernization for Hosur Salem, Gujrat Pipavav Port Limited siding expansion with DFCC connectivity, Railway Electrification and Signaling system upgradation for South Western Railway for Kadur - Chikmagalur as part of 100% electrification initiative of Indian Railway, platform screen door installation for Mumbai Metro Line 3 and Chennai Metro Phase 1. Further, Company has incorporated a wholly owned subsidiary i.e. Nova Control Tecnologix Private Limited to engage in the business of designing, development and manufacturing of products required in the railway signalling and telecommunication business. To take advantage of these initiatives, Company has established E2E Rail's Engineering Design and Research Center (EDRC) for undertaking research and testing activities in railway engineering. Company is planning the Initial Public Offer of issuing 58,08,000 equity shares having face value Rs 10 each through Fresh Issue.

E to E Transportation Infrastructure Ltd IPO will close on 30 Dec 2025.

<ul><li>Capability across different stages of project execution.</li><li>Strong and diversified order book (unfulfilled portion of the original order).</li><li>Experienced board and key managerial personnel and skillfully trained workforce.</li><li>Undertaken diverse categories of projects with an asset light model.</li><li>Established financial track record.</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>Zephyr Mantra LLC</td> <td>3603501</td> <td>29.02</td> <td>3603501</td> <td>20.88</td> </tr> <tr> <td>2</td> <td>Ventureast Etoe LLP</td> <td>1571229</td> <td>12.65</td> <td>1571229</td> <td>9.1</td> </tr> <tr> <td>3</td> <td>Sourajit Mukherjee</td> <td>384087</td> <td>3.09</td> <td>384087</td> <td>2.23</td> </tr> </tbody> </table>

<ul><li>The company derives a substantial portion of its revenues from a limited number of customers, particularly government clients including Indian Railways and its associated entities.</li><li>Any delays in project execution works may impact the timely execution which may lead to penalties, loss of reputation, or termination of contracts.</li><li>Its Order Book (unfulfilled portion of the original order) is subject to cancellation, modification or delay which may materially and adversely affect the company business, futures prospects, reputation, financial condition and results of operations.</li><li>The company's inability to collect receivables from its customers or default in payment by them could result in the reduction of the company profits and affect its cash flows.</li><li>The Company operations requires significant amount of working capital for a continuing growth and subject to delays in payments from government clients. Its inability to meet the company working capital requirements may adversely affect its results of operations.</li><li>The Company and Subsidiary are party to certain legal proceedings, any adverses decision in such proceedings may have a material adverses effect on the company business, results of operations and financial condition.</li><li>The company is required to furnish bank guarantees/ surety bonds as part of its business. The company's inability to arranges such guarantees or the invocation of such guarantees or its inability to fulfill any or all of the obligations under such bank guarantees / surety bonds may or may not adversely affect the company cash flows and financial condition.</li><li>The company Contingent Liability and Commitments could affect its financial position.</li><li>The company business is significantly dependent on its ability to successfully bid for and secures new contracts, which is inherently uncertain and subject to intenses competition.</li><li>A significant portion of the company revenues comprises unbilled revenues, which may not be realized in a timely manner or at all.</li><li>The company relies on third parties for equipment and civil work, to completes its projects and any failures arising from non-performances, delayed performances or inadequate quality in the performances of work by such third parties, or a failures by these third-party to comply with applicable laws, to obtain the necessary approvals, or provides services on agreed terms, could adversely affect the company business, financial condition, results of operations and cash flows.</li><li>The company operations depends on the availability of skilled engineers and technicians with expertises in railway signalling and system integration. Inability to attract or retain such personnel may affect project execution and futures growth.</li><li>The company depends on technology and OEM suppliers for critical components and systems, and any disruption in these arrangements may impact project timelines and costs.</li><li>Its requires certain approvals and licenses in the ordinary courses of business and are required to comply with certain rules and regulations to operates the company business, and the failures to obtain, retain and renew such approvals and licenses in timely manner or comply with such rules and regulations or at all may adversely affect its operations.</li><li>Bidding for a tender involves various activities such as detailed project study and cost estimations. Inability to accurately estimates the cost may lead to a reduction in the expected rates of return and profitability estimates.</li><li>The company Corporates Promoter 1 and the Corporates Promoter 2 have acquired stake in its Company during the last 2 fiscal years and these Promoters are not the original promoters of the Company.</li><li>The Company and certain of its subsidiaries and joint ventures has incurred losses in the past. If the company or its subsidiaries or joint ventures continues to incur losses, the company may be required to continues providing financial support to them and its consolidated results of operations and financial condition could be adversely affected.</li><li>The company business is directly dependent on capital expenditures by the Ministry of Railways and other allied government agencies; any reduction or delay in such spending may materially impact its order book, revenues visibility, and growth prospects.</li><li>The company business is concentrated in the states of Telangana, Tamil Nadu, Andhra Pradesh, and Chhattisgarh. Any adverses impact in this region may adversely affect its business, results of operations and financial condition.</li><li>The company business involves complex integration of signalling hardwares, communication networks, and softwares platforms across diverses railway zones and legacy systems, which may pose engineering and coordination challenges.</li><li>Any unsecured loans, including the working capital loans taken by the Company may be recalled at any time.</li><li>The company is exposed to risks relating to changes in technology, and failures to adopt new signalling standards could adversely affect its competitiveness.</li><li>The company operates in a highly regulated industry, and any failures to comply with safety or technical regulations could lead to penalties, blacklisting, or cancellation of contracts.</li><li>One of the company Independent Director has entered into a settlement with SEBI with respect to certain past non compliances with respect to investigation in the matter of trading activity.</li><li>The company is exposed to cyber security and data protection risks dues to its reliances on digital systems and connected signalling technologies.</li><li>The company research and development activities and initiatives may require significant expenditures and capital outlay. Further, these initiatives may not yield expected benefits or its inability to realizes the benefits of such expenditures could adversely impact its results of operations.</li><li>The company business is subject to seasonal variations and cyclicality that could result in fluctuations in its results of operations.</li><li>The company has received investments and its company has made investments in countries outside India in foreign currency, which are subject to FEMA regulation and compliances. Any regulatory actions against the company, its subsidiaries or the company shareholders dues to any past non-compliance, may affect Company which may in turn adversely affect its reputation.</li><li>The company contracts with government agencies usually contain terms that favour the government clients, who may terminates its contracts prematurely and imposes restrictions on the Company which may has a material adverses impact on its financial condition and results of operations.</li><li>The company's inability to meet its obligations, including financial and other covenants under the company debt financing arrangements or any subsisting shareholder's agreement could adversely affect its business, results of operations, financial condition and cash flows.</li><li>The company has in the past entered into related party transactions and may continues to does so in the futures.</li><li>Delays or non-availability of land acquisition, right of way, or regulatory approvals from third parties may adversely impact its project execution timelines.</li><li>Any inability to grow, sustain or manages the company revenues from operations, profitability or operations may adversely affect its business, results of operations and financial condition.</li><li>The company cannot assures that its projects will be free from any or all defects, which may adversely affect the company business, financial condition, results of operations and prospects.</li><li>The company has encountered challenges in meeting the designated timelines for filing statutory returns, which may subject its to penalty under the relevant laws.</li><li>The Company has a negatives cash flow from the company operating activities in the past three years, details of which is given below, sustained negatives cash flow could impact its growth and business.</li><li>A downgrades in the company credit ratings could materially adversely affect its business and financial condition and the company ability to raises capital in the futures.</li><li>The company faces intenses competition from large domestic and multinational players, which may impact its margins and order inflow.</li><li>The company business may exposes its to potential warranty claims, liability for defects etc., which could adversely affect the company results operations, goodwill and ability to participates in futures tenders.</li><li>Its may not always be able to possess and maintain the company pre-qualification capability which may result in the Company losing out on tenders which may adversely impact its Order Book.</li><li>Projects undertaken through a joint ventures may be delayed on account of the performances of the joint ventures partner or, in some cases, losses from the joint ventures may has an adverses effect on the company business, results of operations and financial condition.</li><li>The company regularly work with hazardous materials and activities in certain operations which can be dangerous and could causes injuries to people or property.</li><li>If the company are unable to anticipates industry trends and adopt to such changes, its may not be able to maintain or increases its revenues and profits.</li><li>Any inability to independently verify litigation or regulatory history of certain directors/ promoters residing outside India.</li><li>The company Registered Offices, sites offices and project offices are located on leasehold lands. If its are unable to renew existing leases or relocates the company operations on commercially reasonable terms, there may be an adverses effect on its business, financial condition and operations.</li><li>The company incur significant employee benefits expenses. An increases in employee costs, including on account of changes in regulations, may prevents its from maintaining the company competitives advantages and may reduces its profitability.</li><li>Some of the vehicles appearing in the company books of accounts is not registered in the name of its Company.</li><li>The company management will has broad discretion in application of the Net Proceeds, including interim uses of the Net Proceeds, and there is no assurances that the objects of the issue will be deployed in the manner intended by the company which may result in increases in the values of your investment.</li><li>Any failures to protect or enforces the company rights to own or use trademarks, copyright or design could has an adverses effect on its business and competitives position.</li><li>There are certain discrepancies/ errors noticed in some of the company corporates records relating to forms filed with the Registrar of Companies and other provisions of Companies Act, 2013. Any penalty or action taken by any regulatory authorities in futures, for non-compliances with provisions of corporates and other law could impact the reputation and financial position of the Company to that extent.</li><li>The company may undertakes acquisitions, investments, joint ventures or other strategic alliances, which may has an adverses effect on its ability to manage the company business, and such undertakings may be unsuccessful.</li><li>Grants of stock options under the company employee stock option plan may result in a charges to its profit and loss account and, to that extent, reduces the company profitability and financial condition.</li><li>The company has made investment in equity instruments, and its has not made any provision for a declines in the values of the company investments.</li><li>Any international market expansion efforts may exposes the company to complex management, legal, tax and economic risks, which could adversely affect its business, financial condition, cash flows and results of operations.</li><li>Compliances with, and changes in, safety, health and environmental laws and labour regulations may adversely affect the company business, prospects, financial condition and results of operations.</li><li>If the company fail to maintain an effectives system of internal controls, its may not be able to successfully manages or accurately report the company financial risk. Such failures of its internal processes or procedures could harm the company by impairing its ability to attract and retain clients and subject the company to significant legal liability and reputational harm.</li><li>The company has issued Equity Shares during the preceding one year at a price that may be below the Issue Price.</li><li>Any variation in the utilization of the Net Proceeds would be subject to certain compliances requirements, including prior shareholders' approval.</li><li>Failures to deal effectively with any fraudulent transactions and illegal activity affecting the sensitives information of the company stakeholders could harm its business and reputation and exposes the companyto liability.</li><li>The company could be adversely affected by employee misconduct or errors that are difficult to detect and any such incidences could adversely affect its financial condition, results of operations and reputation.</li><li>In addition to normal remuneration, other benefits and reimbursement of expenses of some of the company directors (including its Promoter) and Key Management Personnel is interested in the Company to the extent of their shareholding and dividend entitlement in its Company.</li><li>The company insurances coverages may be inadequates or not aligned with its current operations, which may exposes the company to uninsured losses, regulatory non-compliances and third-party claims, although its is taking steps to regularizes the company policies.</li><li>Any Penalty or demand raised by statutory authorities in futures may adversely affect the financial position of the Company.</li><li>The company success depends largely upon the services of its Directors, Individual Promoter, Key Managerial Personnel and Senior Management and the company ability to attract and retain them and hire new talent. Demand for Key Managerial Personnel and Senior Management in the industry is intenses and its inability to attract and retain key managerial, may affect the business and operations of the Company.</li><li>The averages cost of acquisition of Equity Shares by the company Promoter, are lower than the faces values of Equity Shares.</li><li>Any futures issuances of Equity Shares may dilutes your shareholdings, and sales of the Equity Shares by the company major shareholders may adversely affect the trading price of its Equity Shares.</li><li>The Issue Price of the company Equity Shares may not be indicatives of the market price of its Equity Shares after the Issue and the market price of the company Equity Shares may declines below the Issue Price or you may not be able to sell your Equity Shares at or above the Issue Price.</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>The company may be subject to surveillances measures, such as the Additional Surveillances Measures (ASM) and the Graded Surveillances Measures (GSM) by the Stock Exchanges which may adversely affect trading price of its Equity Shares.</li><li>The company has not identified any alternates sources of funding and hences any failures or delay on its part to mobilizes the required resources or any shortfall in the Issue proceeds may delay the implementation schedules.</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 expenditures as estimated by the management could result in execution delays or influences its profitability adversely.</li><li>Its ability to pay dividends in the futures will depends upon the company futures earnings, financial condition, cash flows, working capital requirements, capital expenditures and restrictives covenants in the company financing arrangements.</li><li>Industry information included in this Red Herring Prospectus has been derived from publicly available industry reports and/or websites. There can be no assurances that such third-party statistical, financial and other industry information is either completes or accurates.</li></ul>

The Issue type of E to E Transportation Infrastructure Ltd is Book Building - SME.

The minimum application for shares of E to E Transportation Infrastructure Ltd is 1600.

The total shares issue of E to E Transportation Infrastructure Ltd is 4840000.

Initial public offer of up to 48,40,000 equity shares of face value of Rs.10/- each (the "Equity Shares") of E to E Transportation Infrastructure Limited ("the company" or "ETIL" or "the Issuer") at an issue price of Rs. 174 per equity share (including a share premium of Rs. 164 per equity share) for cash, aggregating up to Rs. 84.22 crores ("Public Issue") of which 2,44,000 equity shares of face value of Rs.10/- each, at an issue price of Rs. 174 per equity share for cash, aggregating Rs. 4.25 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 45,96,000 equity shares of face value of Rs. 10/- each, at an issue price of Rs. 174 per equity share for cash, aggregating upto Rs. 79.97 crores is herein after referred to as the "Net Issue". The public issue and net issue will constitute 28.04% and 26.63% respectively of the post- issue paid-up equity share capital of the company. Price Band: Rs. 174 per equity share of face value Rs. 10/- each. The floor price is is 17.40 times of the face value of the equity shares. Bids can be made for a minimum of 1600 equity shares and in multiples of 800 equity shares thereafter.