Vishal Nirmiti Ltd IPO
Status: Closed
Overview
IPO date
30 Sept 2026 to 05 Oct 2026
Face value
₹ 10 per share
Price
₹ 208 to ₹220 per share
Issue Size
8,090,909 shares
(aggregating up to ₹ 178 Cr)
(aggregating up to ₹ 178 Cr)
Allotment Date
06 Oct 2026
Listing at
NSE
Issue type
Book Building
Sector
Infrastructure Developers & Operators
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T&C*
Strengths vs Risks of Vishal Nirmiti Ltd
Know the pros & cons
Strengths
- Integrated manufacturing operations enabling us to provide comprehensive solutions to our customers in the PSC sleeper & Mild Steel Pipes (MS Pipes) manufacturing sector.
- Technical capabilities enhanced by relationships with reputed global prestress concrete sleeper & MS Pipes manufacturer & technology players.
- Effective Order Book providing revenue visibility and long-standing relationships with railway department & other customers.
- Experienced and dedicated promoters and professional management team with extensive domain knowledge.
Risks
- The company's business and revenues in the manufacturing segment for Pre-Stressed Concrete ("PSC") sleepers are substantially dependent on railroad infrastructure projects undertaken or awarded by government authorities such as the Ministry of Railways and operations of Indian Railways and other government owned public sector undertakings such as Indian Railways, DFCCIL (Dedicated Freight Corridor Corporation of India Ltd.) and are thereby dependent on governmental policies and budgetary allocation, accordingly, Rs. 14,421.16 lakhs, Rs. 15,294.65 lakhs and Rs. 14,695.18 lakhs corresponding to 42.61%, 47.30% and 58.09% of the company's Revenue from Operations during Fiscal 2026, Fiscal 2025 and Fiscal 2024 was generated from government authorities and entities related to the government in the manufacturing segment for PSC sleepers. Any adverse changes in the central or state government policies may lead to change in the volume of the company's business and/or a change in the terms of its contracts.
- The company depends significantly on a certain number of customers for its business and revenue. A substantial decrease in the orders placed on the company by these customers or a decrease in the demand of these products may adversely impact its revenues and profitability.
- The company relies on suppliers for its raw materials under the company's manufacturing segment. Though there are availability of substantial suppliers for the raw materials for its business, any loss or reduction in the number of suppliers may have an adverse effect on the company's business, results of operations and financial conditions.
- A substantial increase in the company profitability in the recent past has been contributed by the increase in the revenue and the higher margins in the services segment. There can be no assurance that its will continue to enjoy higher revenue and profitability from such segment on a regular basis in the future. Any reduction of revenue or profit margins from such segment will affect the company profitability and may have an adverse effect on its financial condition and results of operation.
- The company's business is based on periodic purchase orders raised by its customers based on their requirements from time to time. If its customers reduce their purchases from the company or choose not to source their requirements from the company, there may be an adverse effect on its business, results of operations, financial condition and cash flows.
- Most of its projects are awarded to the company through a competitive bidding process involving governmental authorities. Therefore, the company's business is dependent on securing tenders for projects, which involves cost estimations and other factors for the bidding process. The company cannot assure you that its would bid where the company has been pre-qualified to submit a bid, or that its bids, when submitted or if already submitted, would necessarily result in projects being awarded to the company.
- The company operations and revenue are, in general concentrated in certain specific states such as Maharashtra, Madhya Pradesh and Gujarat accounting for Rs.12,030.66 lakhs, Rs.11,502.83 lakhs and Rs.6,063.73 lakhs, representing 35.52%, 33.96% and 17.90% of the company's Revenue from Operations in Fiscal 2026 and consequently the company is exposed to certain risks emanating therefrom. Its may not be able to successfully manage some or all of such risks, which may have a material adverse effect on the company's revenue, profits, financial condition and cash flows.
- A significant portion of the company's revenue is derived from its manufacturing vertical, amounting to 75.01%, 76.54% and 88.26% of the company's revenue for Fiscals 2026, 2025 and 2024. Any substantial decrease in the revenue generated from the company's manufacturing vertical may adversely impact its revenues and profitability.
- Working capital projections made by the Company is based on its management's assumptions and estimated working capital requirements. A substantial amount of Offer Proceeds out of the Fresh Offer is intended to be used for working capital. The company may requires alternate funding in Fiscal 2027 post the utilization of Net Proceeds and if the Company is unable to raise sufficient working capital in a timely manner or at all, the operations of the Company will be adversely affected.
- The Company had negative cash flow during certain Fiscals. Sustained negative cash flow could adversely impact its business, financial condition and results of operations.
- The company's sleeper manufacturing facility in Mohol, Maharashtra is located on parcels of land owned by one of its Promoters, Brij B Tapadiya. The Company has entered into an Agreement for Sale for this property with the said Promoter and is in the process of entering into a definitive sale deed. Any failures to enters into a definitive sale deed with the company's Promoter will not give it a freehold right on the property and the company cannot assure that its will be able to continue on the property without any hindrance or being asked to vacate at any point of time by the company's Promoter in the absence of such sale deed.
- The Company has significant borrowings and other financial obligations and a high debt to equity ratio, which may adversely affect its financial flexibility and which may further affect the company's results of operations and business strategies.
- The company operations involve extending credit, to its customers in respect of the company's services. Consequently, its faces the risk of the uncertainty regarding the receipt of these outstanding amounts in a timely manner, or at all. Accordingly, the company had and may continue to have high levels of outstanding receivables.
- The demand for the company's railway products such as PSC sleepers, precast and pre-stressed products such as noise barriers and cable ducts will depends on the implementation schedule of metro and railway projects and growth of passenger traffic in railways and metro rail transit system.
- The Company and one of its Promoter, Director and employee were cited in a First Investigation Report ("FIR") regarding a suspected offence under the Prevention of Corruption Act, 1988. While the Company, its Promoters, Directors and employees have not been included as a part of any chargesheet or outstanding litigation in connection with the FIR, there can be no assurance that further action or proceedings in the matter will not be reinitiated, the findings of which may adversely affect the company's business, and results of operations.
- The company's revenue under the services segment is primarily dependent on work orders from clients, and any delay, reduction of work orders from such clients may adversely affect its business, financial condition and results of operations.
- The level of the company order book may not necessarily indicate what its future revenue will be and the company's actual revenue may fall short of the estimated revenue value attributed to the company order book. Its current order book may not necessarily translate into future income in the company entirety or could be delayed. Some of its current orders may be delayed or not fully paid for by the company's customers, which could have an adverse effect on its business, financial condition, results of operations and cash flows.
- The company is dependent on third-party contract labourers for several aspects relating to its construction and manufacturing activities. Any disruption in the supply of contract labour or the company's inability to control the composition of its contract labour could adversely affect the company's business, results of operations, financial conditions and cash flows.
- The company has long-standing relationships with its customers and suppliers. However, the company has not entered into any long - term contracts with its customers and instead relies on standard purchase orders and tender awards, nor have the company entered into any long - term contracts with its suppliers for the supply of the company's raw materials. Any cessation of its relationship with the company's customers and suppliers such as cancellation, modification and/or postponement of its contracts and orders due to non-existence of long-term contracts, increase in the cost of, or a shortfall in the availability of such raw materials or the company's inability to leverage existing or new relationship with its suppliers could have an adverse effect on the company's business and results of operations.
- The company is subject to strict quality requirements, regular inspections and audits, and the success and wide acceptability of its products is largely dependent upon the company's quality controls and standards. Any inability to maintain quality standards may adversely affect its business prospects and financial performance, including cancellation of existing and future orders which may expose the company to warranty claims.
- The company's business is dependent on and will continue to depends on its Manufacturing Facilities, and the company is subject to certain risks in its manufacturing process due to the usage of heavy machinery in the company's manufacturing operations. Any mishap, failures, slowdown or disruption in its manufacturing operations could have an adverse effect on the company's business, cash flows, financial condition and results of operations.
- The company is required to furnish bank guarantees as part of its business. The company's inability to arrange for such guarantees within prescribed timelines or the invocation of such guarantees may adversely affect its cash flows and financial condition.
- There have been certain instances of non-compliances and delay in filings with respect to certain regulatory filings under the Companies Act, 2013 by the Company in the past. Further, its may be subject to regulatory actions and penalties for any such past or future non-compliance or delays and the company's business, financial condition and reputation may be adversely affected.
- The company's business is dependent on its empanelment and continued approval as a vendor with the Research Designs and Standards Organisation ("RDSO") and Indian Railways, and any failures to obtain, maintain or renew such approvals, or any adverse observations in quality audits, may adversely affect the company's ability to participate in tenders, execute orders and consequently affect its business, results of operations and financial condition.
- The company's business relating to the supply of Penstock Pipes on a sub-contracting basis for Pumped Storage Projects ("PSP") is dependent on evolving policy and regulatory frameworks governing contractors to such PSPs in India, and any changes in such frameworks, including in relation to tendering mechanisms, technical specifications, compliance requirements and project implementation to contractors, may in turn adversely affect demand for the company's penstock products as sub-contractors, and consequently its business, results of operations and financial condition.
- The company's insurance coverage may not fully cover all of its assets and may not adequately protect the company against all types of losses. Failures to insure against potential risks and liabilities may material adversely affect the company's business, results of operations, and financial condition.
- The company's Registered Office property situated at 303,17 Elphinstone House, Marzban Road, New Empire Cinema, Fort, Mumbai - 400001, Maharashtra, India owned by the company and the properties situated at (a) Survey No. 27, Village Nerse, Circle Gunji, Tal Khanapur, Belgaum, Karnataka, India, (b) House Number- 312, Ajit Nagar, Khadoli, thesil Rajpura District Patiala 140401, Punjab, India and (c) House Opposite Chunna Bhatti, Guru Amardas Colony, Nilpur, Tehsil Rajpura, District Patiala 140401, Punjab, India taken on lease by the Company, is not adequately stamped and/or registered. Further, there are other premises occupied by the Company from time to time for periodical business requirements pursuant to informal or other arrangements may not be governed by a formal written rent, lease or leave and licence agreement. Any inability to verify such records, regulatory action, enforceability or defect in its rights to occupy such premises may adversely affect the company's business operation and financial condition in the future.
- The Company and certain of its Promoters are involved in certain legal proceedings and potential litigation. Any adverse decision in such proceedings may render the company/them liable to liabilities/penalties and may adversely affect its business and results of operations.
- The agreements Governing the Company's indebtedness contain conditions and restrictions on its operations, additional financing and capital structure. Such conditions and restrictions expose the company to various risks which may have an effect on its business and results of operations.
- The company's Director and Promoter Ajay Bhagwandas Tapadiya is unable to trace his educational degrees/certificates and the company has relied on undertakings furnished by him for the inclusion of such details in his profile detailed in the chapter "Its Management" on Page 294. Accordingly, the BRLM has relied on the representation and undertakings submitted for incorporating the relevant information in this Red Herring Prospectus and have not been able to independently verify such information due to the non-availability of records.
- The land on which the company's Corporate Office and some of its Manufacturing Units are located, are either on a leave and license agreement or on a lease agreement. If the company is unable to renew such agreements or relocate its operations at commercially reasonable terms, there may be an adverse effect on the company's business, financial condition, operations and cash flows.
- The company's business depends on its Promoters and Senior Management and the company's ability to attract and retain Key Managerial Personnel. Any attrition of its Senior Management and/ or Key Managerial Personnel or an inability to attract, hire and retain such personnel may affect the company's business growth.
- If the company fails to comply with the product specifications, delivery schedules and production standards prescribed by its customers, the company may be faced with liabilities and adverse consequences, including monetary penalties, warranty claims and loss of its customers, which could have an adverse effect on the company's business, results of operations, financial condition and cash flows.
- Under-utilization of the company's Manufacturing Facilities and an inability to effectively utilize its manufacturing capacities could have an adverse effect on the company's financial performance in the event no additional order is received.
- The company has contingent liabilities which could materially and adversely affect its business, results of operations and financial condition.
- The company's business requires it to maintain an information and reporting system. The company may not be successful in improving inadequacies in its information and reporting systems and any disruptions in such systems, could materially adversely affect the company's business, results of operations, financial condition and prospects.
- The company's Promoters have interest in entities, which are allowed to be engaged in lines of business similar to that of the Company including its Group Companies which have objects similar to that of the Company. Any conflict of interest which may occur between its business and the activities undertaken by such entities could adversely affect the company's business and prospects.
- The company's success is also dependent on its ability to attract, hire, train and retain experienced and skilled personnel. The company's inability to hire and retain its key employee force may have an adverse effect on the company's business.
- Certain of the company's corporate records and statutory filings are not traceable. Its cannot assure you that no legal proceedings or regulatory actions will be initiated against the company in the future in relation to any such discrepancies.
- The company may be unable to adequately protect its intellectual property and may be subject to risks of infringement claims.
- The company's business requires working capital. Any failures in arranging adequate working capital for its operations may adversely affect the company's business, results of operations, financial condition and cash flows.
- If the company fails to obtain, renew or maintain its statutory and regulatory permits and approvals in a timely manner or at all, the company may be unable to fully or partially operates its businesses and the company's results of operations may be adversely affected.
- The company has availed unsecured loans that may be recalled at any time and if recalled at any time may affect its financial condition and results of operations.
- Shortage or non-availability of electricity and water could affect the company's manufacturing operations and have an adverse effect on its business, results of operations and financial condition.
- There have been certain instances of delay in payment of statutory contributions/ amounts by the Company. Its may be subject to regulatory actions and penalties for such delays which may have an adverse effect on the company's business & financial condition.
- The company's business operations in the power generation segment through wind energy are subject to various risks including climatic dependency, regulatory changes, and technological limitations including uncertainty in the regulatory framework governing banking and wheeling of renewable energy in Maharashtra, India where the company's windmills are situated. Any reduction, withdrawal, or adverse modification of these regulatory frameworks, climatic conditions or technological limitations could render its wind generation projects financially unviable and may affect the company's revenue.
- The company's actual cost incurred in completing a project may vary substantially from the assumptions underlying its bid. The company may be unable to recover all or some of the additional expenses incurred, which could adversely affect its financial condition, results of operation and cash flows.
- The company operations are subject to physical hazards and similar risks that could expose it to material liabilities, loss in revenues and increased expenses.
- The company is dependent on the recognition of its brand and reputation. Any loss of brand value and reputation of the company's brand may have an adverse effect on its business and results of operation.
- The company has in the past entered into related party transactions and may continue to do so in the future.
- The Company as a part of its business requirement have availed loans and debt financing in the past and may avail such loans in the future. Any failures in payment of interest towards such loans or repayment of the loans in a timely manner may affect the reputation and financial condition of the Company.
- The growth of the company's business is largely dependent on understanding the market and implementing and executing the correct business strategy accordingly. Any failures on its part to implement and execute the required business strategy in the correct manner may have an adverse effect on the company's business and results of operations.
- The company faces intense competition from other service providers in the similar area of business. If the company is unable to compete effectively, its business, results of operations and cash flows may be materially and adversely affected.
- The Company will not receive any proceeds from the Offer for Sale forming part of the proposed Initial Public Offer.
- The Objects of the Offer have not been appraised by any bank or financial institution. The company funding requirements and proposed deployment of the Net Proceeds are based on management estimates and may be subject to change based on various factors, some of which may be beyond the company's control. Any variation in the utilization of the Net Proceeds or in the terms of the conditions as disclosed in this Red Herring Prospectus would be subject to certain compliance requirements, including prior shareholders approval.
- The company's credit rating has been assigned by recognised credit rating agencies and is based on its current financial position, business performance and projected cash flows. Though, the Company has not experienced any instances of any downgrade or adverse revision in its credit rating, however the company cannot assure you that its may not experience the same in the future. Any downgrade or adverse revision in the company's credit rating could increase its cost of borrowing, reduce the company access to debt markets, restrict its ability to raise funds when required, and force the company to accept less favourable terms of financing. Such an event could materially affect its cost of capital, financial condition, results of operations and the market price of the Equity Shares.
- The company's management will have broad discretion over the uses of the Net Proceeds.
- If the company is not successful in managing its growth, the company's business may be disrupted and its profitability may be reduced.
- If the company is unable to adapt to technological changes, its business could suffer.
- The company's business operations in the power generation segment through wind energy is subject to various risks including climatic dependency, regulatory changes, and technological limitations.
- The company's business requires it to have an effective system of internal controls. If the company fails to maintain an effective system of internal controls, its may not be able to successfully manage, or accurately report, the company's financial risks, which may adversely affect the results of its operations.
- Any forward-looking statements, estimates and assumptions contained in this Red Herring Prospectus are based on research study, market trends and assumptions based on various factors and are subject to uncertainties and may not be accurate, which could cause actual results to differ materially.
- Certain sections of this Red Herring Prospectus disclose information from an industry report commissioned by the company from Dun & Bradstreet Information Services India Private Limited ("D&B"), which is an independent third-party entity and is not related to the Company, its Promoters or Directors in manner whatsoever. Any reliance on such information for making an investment decision in the Offer is subject to inherent risks.
- The company's Promoters and certain of its directors hold Equity Shares in the Company and are therefore interested in its performance in addition to their remuneration and reimbursement of expenses.
- The company's Promoters and members of its Promoter Group will continue to retain control over the Company after completion of the Offer, which will allow them to influence the outcome of matters submitted for approval of its shareholders.
- The company cannot assure payment of dividends on the Equity Shares in the future. The company's ability to pay dividends in the future will depends on its earnings, profitability, financial condition, cash flows and capital requirements.
- The company's Directors does not have any prior experience of being a director in any other listed company in India and this may present certain potential challenges for the Company.
- The company is dependent on third party transportation providers for procurement of raw materials and for supply of its products and disruptions of transportation services could adversely affect the company's business, results of operations, financial condition and cash flows. In addition, increases in the costs of transportation could adversely affect its results of operations, financial condition and cash flows.
- The Company has undertaken an issuance of bonus Equity Shares in the past. However, its cannot assure you that the Company will be able to undertake an issuance of bonus Equity Shares in the future.
- The company has issued equity shares during the last one year at a price that may be below the Offer Price.
Vishal Nirmiti Ltd Peer Comparison
Understand the company’s industry standing
Vishal Nirmiti Limited
GPT Infraprojects Limited
Indian Hume Pipe Company Limited
Face Value
10
10
2
Standalone / Consolidated
Standalone
Consolidated
Standalone
Total Income Rs. Cr.
338.68
1289.92
1305.57
EPS-Basis
12.61
7.7
26.79
EPS-Diluted
12.61
7.7
26.79
NAV Per Share
43.61
41.77
281.76
P/E-Basic EPS
17.45
14.83
13.86
P/E-Diluted EPS
---
---
---
RONW(%)
33.87
18.25
9.51
Latest NAV Period
---
---
---
Latest NAV
---
---
---
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The IPO opens on 30 Sept 2026 & closes on 05 Oct 2026.
Vishal Nirmiti Limited was incorporated as a private limited company on June 30, 1994 at Bombay, Maharashtra as 'Sejal Farms Private Limited' with the Registrar of Companies, Bombay at Maharashtra. The Company changed its name to 'Vinamra Trading Company Private Limited' and a fresh Certificate of Incorporation was issued on April 13, 2004 at Pune. Thereafter, on January 20, 2005 Company changed its named to 'Vishal Nirmiti Private Limited', on February 14, 2005. Subsequently, it was converted from a private limited company to a public limited company and the name of the Company was changed to 'Vishal Nirmiti Limited' and fresh certificate of incorporation was issued by the Central Processing Centre on September 12, 2025.
Vishal Nirmiti Limited is a civil engineering, manufacturing and construction company, primary engaged in manufacturing and dealing of Pre-Stressed Concrete (PSC) sleepers for railways, pre cast and prestressed concrete products for various applications and also into fabrication and erection of Mild Steel Pipes (MS Pipes), MS Liner, and Penstock pipes for Pumped Storage Project (PSP). It provide engineering, procurement, infrastructure and construction services for railway infrastructure and various civil engineering, irrigation and infrastructure development projects across sectors such as railways, renewable power and industrial sectors. Their business is divided into two segments, namely, Manufacturing segment and Services segment.
The Company manufactures PSC sleeper which are widely used in broad gauge (BG), meter gauge (MG), and standard gauge railway lines. They are manufactured with high-tensile steel wires/strands, which are tensioned before casting the concrete.
In FY 2005-06, Marathwada Prestress Private Limited, Permanent Prestress Private Limited, and Prestress (India) Private Limited were amalgamated with the Company, making the Scheme of Amalgamation became effective from April 01, 2006.
In 2007, Company undertook a City Slum Rehabilitation project comprising the construction of 1,568 tenements for slum dwellers, and entered into slum rehabilitation projects as a sub-contractor, thereby expanding the company's footprint in civil construction. It began onsite manufacturing of MS pipes with automated longitudinal submerged arc welding, enhancing project execution capabilities for large-diameter pipelines. in the same year. It commissioned the 600 kW Wind Turbine Generator (Windmill) at Sangli, Maharashtra and supply of electricity to Maharashtra State Electricity Distribution Company Limited (MSEDCL).
In 2008, the Company consolidated the business by amalgamating key group companies CCI Prestress Ties Private Limited with the Company. thereby acquiring the manufacturing unit in located at Lalkaun, Uttarakhand crucial to supply railway sleepers to the North Eastern Railway region of the country.
The Company commenced manufacturing of precast noise barriers and cable ducts for a High Speed Rail Corridor at its newly established Nadiad facility in Gujarat in FY23.
Company is planning to raise the IPO of Rs 1250 crore equity shares through fresh issue and by allotting 15,00,000 equity shares of face value of Rs 10 each.
Vishal Nirmiti Ltd IPO will close on 05 Oct 2026.
- Integrated manufacturing operations enabling us to provide comprehensive solutions to our customers in the PSC sleeper & Mild Steel Pipes (MS Pipes) manufacturing sector.
- Technical capabilities enhanced by relationships with reputed global prestress concrete sleeper & MS Pipes manufacturer & technology players.
- Effective Order Book providing revenue visibility and long-standing relationships with railway department & other customers.
- Experienced and dedicated promoters and professional management team with extensive domain knowledge.
| S.No | Promoters Name | Pre Issue Shares | Pre Issue Percentage | Post Issue Shares | Post Issue Percentage |
|---|---|---|---|---|---|
| 1 | Brij B Tapadiya | 620730 | 3.14 | 620730 | 2.35 |
| 2 | Ajay Bhagwandas Tapadiya | 639540 | 3.23 | 639540 | 2.42 |
| 3 | Pavan Vithaldas Tapadiya | 877800 | 4.43 | 877800 | 3.33 |
| 4 | Akhil Ranchod Tapadiya | 620730 | 3.14 | 620730 | 2.35 |
| 5 | Naveen Tapadiya | 1254000 | 6.33 | 1254000 | 4.75 |
| 6 | Rajendrakumar Badrinarayan Tap | 662090 | 3.34 | 662090 | 2.51 |
| 7 | Suyash Vithaldas Tapadiya | 877800 | 4.43 | 877800 | 3.33 |
| 8 | Vedant Tapadiya | 1254000 | 6.33 | 1254000 | 4.75 |
| 9 | Keshav Tapadiya | 620730 | 3.14 | 620730 | 2.35 |
| 10 | Manish Akhilesh Tapadiya | 662090 | 3.34 | 662090 | 2.51 |
| 11 | Vijay Venugopal Tapadiya | 682220 | 3.45 | 682220 | 2.59 |
| 12 | Jaya Yash Tapadiya | 620730 | 3.14 | 620730 | 2.35 |
| 13 | Krishna Tapadiya | 827640 | 4.18 | 827640 | 3.14 |
| 14 | Nayan Tapadiya | 852720 | 4.31 | 852720 | 3.23 |
| 15 | Giriraj Tapadiya | 827640 | 4.18 | 827640 | 3.14 |
| 16 | Shyamsundar Tapadiya | 639540 | 3.23 | 639540 | 2.42 |
| 17 | Kishori Jitendra Rathi | 159500 | 0.81 | 159500 | 0.6 |
| 18 | Vaman Prestressing Company Pr | 1838100 | 9.28 | 338100 | 1.28 |
- The company's business and revenues in the manufacturing segment for Pre-Stressed Concrete ("PSC") sleepers are substantially dependent on railroad infrastructure projects undertaken or awarded by government authorities such as the Ministry of Railways and operations of Indian Railways and other government owned public sector undertakings such as Indian Railways, DFCCIL (Dedicated Freight Corridor Corporation of India Ltd.) and are thereby dependent on governmental policies and budgetary allocation, accordingly, Rs. 14,421.16 lakhs, Rs. 15,294.65 lakhs and Rs. 14,695.18 lakhs corresponding to 42.61%, 47.30% and 58.09% of the company's Revenue from Operations during Fiscal 2026, Fiscal 2025 and Fiscal 2024 was generated from government authorities and entities related to the government in the manufacturing segment for PSC sleepers. Any adverse changes in the central or state government policies may lead to change in the volume of the company's business and/or a change in the terms of its contracts.
- The company depends significantly on a certain number of customers for its business and revenue. A substantial decrease in the orders placed on the company by these customers or a decrease in the demand of these products may adversely impact its revenues and profitability.
- The company relies on suppliers for its raw materials under the company's manufacturing segment. Though there are availability of substantial suppliers for the raw materials for its business, any loss or reduction in the number of suppliers may have an adverse effect on the company's business, results of operations and financial conditions.
- A substantial increase in the company profitability in the recent past has been contributed by the increase in the revenue and the higher margins in the services segment. There can be no assurance that its will continue to enjoy higher revenue and profitability from such segment on a regular basis in the future. Any reduction of revenue or profit margins from such segment will affect the company profitability and may have an adverse effect on its financial condition and results of operation.
- The company's business is based on periodic purchase orders raised by its customers based on their requirements from time to time. If its customers reduce their purchases from the company or choose not to source their requirements from the company, there may be an adverse effect on its business, results of operations, financial condition and cash flows.
- Most of its projects are awarded to the company through a competitive bidding process involving governmental authorities. Therefore, the company's business is dependent on securing tenders for projects, which involves cost estimations and other factors for the bidding process. The company cannot assure you that its would bid where the company has been pre-qualified to submit a bid, or that its bids, when submitted or if already submitted, would necessarily result in projects being awarded to the company.
- The company operations and revenue are, in general concentrated in certain specific states such as Maharashtra, Madhya Pradesh and Gujarat accounting for Rs.12,030.66 lakhs, Rs.11,502.83 lakhs and Rs.6,063.73 lakhs, representing 35.52%, 33.96% and 17.90% of the company's Revenue from Operations in Fiscal 2026 and consequently the company is exposed to certain risks emanating therefrom. Its may not be able to successfully manage some or all of such risks, which may have a material adverse effect on the company's revenue, profits, financial condition and cash flows.
- A significant portion of the company's revenue is derived from its manufacturing vertical, amounting to 75.01%, 76.54% and 88.26% of the company's revenue for Fiscals 2026, 2025 and 2024. Any substantial decrease in the revenue generated from the company's manufacturing vertical may adversely impact its revenues and profitability.
- Working capital projections made by the Company is based on its management's assumptions and estimated working capital requirements. A substantial amount of Offer Proceeds out of the Fresh Offer is intended to be used for working capital. The company may requires alternate funding in Fiscal 2027 post the utilization of Net Proceeds and if the Company is unable to raise sufficient working capital in a timely manner or at all, the operations of the Company will be adversely affected.
- The Company had negative cash flow during certain Fiscals. Sustained negative cash flow could adversely impact its business, financial condition and results of operations.
- The company's sleeper manufacturing facility in Mohol, Maharashtra is located on parcels of land owned by one of its Promoters, Brij B Tapadiya. The Company has entered into an Agreement for Sale for this property with the said Promoter and is in the process of entering into a definitive sale deed. Any failures to enters into a definitive sale deed with the company's Promoter will not give it a freehold right on the property and the company cannot assure that its will be able to continue on the property without any hindrance or being asked to vacate at any point of time by the company's Promoter in the absence of such sale deed.
- The Company has significant borrowings and other financial obligations and a high debt to equity ratio, which may adversely affect its financial flexibility and which may further affect the company's results of operations and business strategies.
- The company operations involve extending credit, to its customers in respect of the company's services. Consequently, its faces the risk of the uncertainty regarding the receipt of these outstanding amounts in a timely manner, or at all. Accordingly, the company had and may continue to have high levels of outstanding receivables.
- The demand for the company's railway products such as PSC sleepers, precast and pre-stressed products such as noise barriers and cable ducts will depends on the implementation schedule of metro and railway projects and growth of passenger traffic in railways and metro rail transit system.
- The Company and one of its Promoter, Director and employee were cited in a First Investigation Report ("FIR") regarding a suspected offence under the Prevention of Corruption Act, 1988. While the Company, its Promoters, Directors and employees have not been included as a part of any chargesheet or outstanding litigation in connection with the FIR, there can be no assurance that further action or proceedings in the matter will not be reinitiated, the findings of which may adversely affect the company's business, and results of operations.
- The company's revenue under the services segment is primarily dependent on work orders from clients, and any delay, reduction of work orders from such clients may adversely affect its business, financial condition and results of operations.
- The level of the company order book may not necessarily indicate what its future revenue will be and the company's actual revenue may fall short of the estimated revenue value attributed to the company order book. Its current order book may not necessarily translate into future income in the company entirety or could be delayed. Some of its current orders may be delayed or not fully paid for by the company's customers, which could have an adverse effect on its business, financial condition, results of operations and cash flows.
- The company is dependent on third-party contract labourers for several aspects relating to its construction and manufacturing activities. Any disruption in the supply of contract labour or the company's inability to control the composition of its contract labour could adversely affect the company's business, results of operations, financial conditions and cash flows.
- The company has long-standing relationships with its customers and suppliers. However, the company has not entered into any long - term contracts with its customers and instead relies on standard purchase orders and tender awards, nor have the company entered into any long - term contracts with its suppliers for the supply of the company's raw materials. Any cessation of its relationship with the company's customers and suppliers such as cancellation, modification and/or postponement of its contracts and orders due to non-existence of long-term contracts, increase in the cost of, or a shortfall in the availability of such raw materials or the company's inability to leverage existing or new relationship with its suppliers could have an adverse effect on the company's business and results of operations.
- The company is subject to strict quality requirements, regular inspections and audits, and the success and wide acceptability of its products is largely dependent upon the company's quality controls and standards. Any inability to maintain quality standards may adversely affect its business prospects and financial performance, including cancellation of existing and future orders which may expose the company to warranty claims.
- The company's business is dependent on and will continue to depends on its Manufacturing Facilities, and the company is subject to certain risks in its manufacturing process due to the usage of heavy machinery in the company's manufacturing operations. Any mishap, failures, slowdown or disruption in its manufacturing operations could have an adverse effect on the company's business, cash flows, financial condition and results of operations.
- The company is required to furnish bank guarantees as part of its business. The company's inability to arrange for such guarantees within prescribed timelines or the invocation of such guarantees may adversely affect its cash flows and financial condition.
- There have been certain instances of non-compliances and delay in filings with respect to certain regulatory filings under the Companies Act, 2013 by the Company in the past. Further, its may be subject to regulatory actions and penalties for any such past or future non-compliance or delays and the company's business, financial condition and reputation may be adversely affected.
- The company's business is dependent on its empanelment and continued approval as a vendor with the Research Designs and Standards Organisation ("RDSO") and Indian Railways, and any failures to obtain, maintain or renew such approvals, or any adverse observations in quality audits, may adversely affect the company's ability to participate in tenders, execute orders and consequently affect its business, results of operations and financial condition.
- The company's business relating to the supply of Penstock Pipes on a sub-contracting basis for Pumped Storage Projects ("PSP") is dependent on evolving policy and regulatory frameworks governing contractors to such PSPs in India, and any changes in such frameworks, including in relation to tendering mechanisms, technical specifications, compliance requirements and project implementation to contractors, may in turn adversely affect demand for the company's penstock products as sub-contractors, and consequently its business, results of operations and financial condition.
- The company's insurance coverage may not fully cover all of its assets and may not adequately protect the company against all types of losses. Failures to insure against potential risks and liabilities may material adversely affect the company's business, results of operations, and financial condition.
- The company's Registered Office property situated at 303,17 Elphinstone House, Marzban Road, New Empire Cinema, Fort, Mumbai - 400001, Maharashtra, India owned by the company and the properties situated at (a) Survey No. 27, Village Nerse, Circle Gunji, Tal Khanapur, Belgaum, Karnataka, India, (b) House Number- 312, Ajit Nagar, Khadoli, thesil Rajpura District Patiala 140401, Punjab, India and (c) House Opposite Chunna Bhatti, Guru Amardas Colony, Nilpur, Tehsil Rajpura, District Patiala 140401, Punjab, India taken on lease by the Company, is not adequately stamped and/or registered. Further, there are other premises occupied by the Company from time to time for periodical business requirements pursuant to informal or other arrangements may not be governed by a formal written rent, lease or leave and licence agreement. Any inability to verify such records, regulatory action, enforceability or defect in its rights to occupy such premises may adversely affect the company's business operation and financial condition in the future.
- The Company and certain of its Promoters are involved in certain legal proceedings and potential litigation. Any adverse decision in such proceedings may render the company/them liable to liabilities/penalties and may adversely affect its business and results of operations.
- The agreements Governing the Company's indebtedness contain conditions and restrictions on its operations, additional financing and capital structure. Such conditions and restrictions expose the company to various risks which may have an effect on its business and results of operations.
- The company's Director and Promoter Ajay Bhagwandas Tapadiya is unable to trace his educational degrees/certificates and the company has relied on undertakings furnished by him for the inclusion of such details in his profile detailed in the chapter "Its Management" on Page 294. Accordingly, the BRLM has relied on the representation and undertakings submitted for incorporating the relevant information in this Red Herring Prospectus and have not been able to independently verify such information due to the non-availability of records.
- The land on which the company's Corporate Office and some of its Manufacturing Units are located, are either on a leave and license agreement or on a lease agreement. If the company is unable to renew such agreements or relocate its operations at commercially reasonable terms, there may be an adverse effect on the company's business, financial condition, operations and cash flows.
- The company's business depends on its Promoters and Senior Management and the company's ability to attract and retain Key Managerial Personnel. Any attrition of its Senior Management and/ or Key Managerial Personnel or an inability to attract, hire and retain such personnel may affect the company's business growth.
- If the company fails to comply with the product specifications, delivery schedules and production standards prescribed by its customers, the company may be faced with liabilities and adverse consequences, including monetary penalties, warranty claims and loss of its customers, which could have an adverse effect on the company's business, results of operations, financial condition and cash flows.
- Under-utilization of the company's Manufacturing Facilities and an inability to effectively utilize its manufacturing capacities could have an adverse effect on the company's financial performance in the event no additional order is received.
- The company has contingent liabilities which could materially and adversely affect its business, results of operations and financial condition.
- The company's business requires it to maintain an information and reporting system. The company may not be successful in improving inadequacies in its information and reporting systems and any disruptions in such systems, could materially adversely affect the company's business, results of operations, financial condition and prospects.
- The company's Promoters have interest in entities, which are allowed to be engaged in lines of business similar to that of the Company including its Group Companies which have objects similar to that of the Company. Any conflict of interest which may occur between its business and the activities undertaken by such entities could adversely affect the company's business and prospects.
- The company's success is also dependent on its ability to attract, hire, train and retain experienced and skilled personnel. The company's inability to hire and retain its key employee force may have an adverse effect on the company's business.
- Certain of the company's corporate records and statutory filings are not traceable. Its cannot assure you that no legal proceedings or regulatory actions will be initiated against the company in the future in relation to any such discrepancies.
- The company may be unable to adequately protect its intellectual property and may be subject to risks of infringement claims.
- The company's business requires working capital. Any failures in arranging adequate working capital for its operations may adversely affect the company's business, results of operations, financial condition and cash flows.
- If the company fails to obtain, renew or maintain its statutory and regulatory permits and approvals in a timely manner or at all, the company may be unable to fully or partially operates its businesses and the company's results of operations may be adversely affected.
- The company has availed unsecured loans that may be recalled at any time and if recalled at any time may affect its financial condition and results of operations.
- Shortage or non-availability of electricity and water could affect the company's manufacturing operations and have an adverse effect on its business, results of operations and financial condition.
- There have been certain instances of delay in payment of statutory contributions/ amounts by the Company. Its may be subject to regulatory actions and penalties for such delays which may have an adverse effect on the company's business & financial condition.
- The company's business operations in the power generation segment through wind energy are subject to various risks including climatic dependency, regulatory changes, and technological limitations including uncertainty in the regulatory framework governing banking and wheeling of renewable energy in Maharashtra, India where the company's windmills are situated. Any reduction, withdrawal, or adverse modification of these regulatory frameworks, climatic conditions or technological limitations could render its wind generation projects financially unviable and may affect the company's revenue.
- The company's actual cost incurred in completing a project may vary substantially from the assumptions underlying its bid. The company may be unable to recover all or some of the additional expenses incurred, which could adversely affect its financial condition, results of operation and cash flows.
- The company operations are subject to physical hazards and similar risks that could expose it to material liabilities, loss in revenues and increased expenses.
- The company is dependent on the recognition of its brand and reputation. Any loss of brand value and reputation of the company's brand may have an adverse effect on its business and results of operation.
- The company has in the past entered into related party transactions and may continue to do so in the future.
- The Company as a part of its business requirement have availed loans and debt financing in the past and may avail such loans in the future. Any failures in payment of interest towards such loans or repayment of the loans in a timely manner may affect the reputation and financial condition of the Company.
- The growth of the company's business is largely dependent on understanding the market and implementing and executing the correct business strategy accordingly. Any failures on its part to implement and execute the required business strategy in the correct manner may have an adverse effect on the company's business and results of operations.
- The company faces intense competition from other service providers in the similar area of business. If the company is unable to compete effectively, its business, results of operations and cash flows may be materially and adversely affected.
- The Company will not receive any proceeds from the Offer for Sale forming part of the proposed Initial Public Offer.
- The Objects of the Offer have not been appraised by any bank or financial institution. The company funding requirements and proposed deployment of the Net Proceeds are based on management estimates and may be subject to change based on various factors, some of which may be beyond the company's control. Any variation in the utilization of the Net Proceeds or in the terms of the conditions as disclosed in this Red Herring Prospectus would be subject to certain compliance requirements, including prior shareholders approval.
- The company's credit rating has been assigned by recognised credit rating agencies and is based on its current financial position, business performance and projected cash flows. Though, the Company has not experienced any instances of any downgrade or adverse revision in its credit rating, however the company cannot assure you that its may not experience the same in the future. Any downgrade or adverse revision in the company's credit rating could increase its cost of borrowing, reduce the company access to debt markets, restrict its ability to raise funds when required, and force the company to accept less favourable terms of financing. Such an event could materially affect its cost of capital, financial condition, results of operations and the market price of the Equity Shares.
- The company's management will have broad discretion over the uses of the Net Proceeds.
- If the company is not successful in managing its growth, the company's business may be disrupted and its profitability may be reduced.
- If the company is unable to adapt to technological changes, its business could suffer.
- The company's business operations in the power generation segment through wind energy is subject to various risks including climatic dependency, regulatory changes, and technological limitations.
- The company's business requires it to have an effective system of internal controls. If the company fails to maintain an effective system of internal controls, its may not be able to successfully manage, or accurately report, the company's financial risks, which may adversely affect the results of its operations.
- Any forward-looking statements, estimates and assumptions contained in this Red Herring Prospectus are based on research study, market trends and assumptions based on various factors and are subject to uncertainties and may not be accurate, which could cause actual results to differ materially.
- Certain sections of this Red Herring Prospectus disclose information from an industry report commissioned by the company from Dun & Bradstreet Information Services India Private Limited ("D&B"), which is an independent third-party entity and is not related to the Company, its Promoters or Directors in manner whatsoever. Any reliance on such information for making an investment decision in the Offer is subject to inherent risks.
- The company's Promoters and certain of its directors hold Equity Shares in the Company and are therefore interested in its performance in addition to their remuneration and reimbursement of expenses.
- The company's Promoters and members of its Promoter Group will continue to retain control over the Company after completion of the Offer, which will allow them to influence the outcome of matters submitted for approval of its shareholders.
- The company cannot assure payment of dividends on the Equity Shares in the future. The company's ability to pay dividends in the future will depends on its earnings, profitability, financial condition, cash flows and capital requirements.
- The company's Directors does not have any prior experience of being a director in any other listed company in India and this may present certain potential challenges for the Company.
- The company is dependent on third party transportation providers for procurement of raw materials and for supply of its products and disruptions of transportation services could adversely affect the company's business, results of operations, financial condition and cash flows. In addition, increases in the costs of transportation could adversely affect its results of operations, financial condition and cash flows.
- The Company has undertaken an issuance of bonus Equity Shares in the past. However, its cannot assure you that the Company will be able to undertake an issuance of bonus Equity Shares in the future.
- The company has issued equity shares during the last one year at a price that may be below the Offer Price.
The Issue type of Vishal Nirmiti Ltd is Book Building.
The minimum application for shares of Vishal Nirmiti Ltd is 68.
The total shares issue of Vishal Nirmiti Ltd is 8090909.
Initial public offer of 80,90,909 equity shares of face value Rs. 10 each ("Equity Shares") of Vishal Nirmiti Limited ("Company" or "Issuer") for cash at a price of Rs. 220 per equity share (including a share premium of Rs. 210 per equity share) ("Offer Price") aggregating to Rs. 178 Crores comprising a fresh offer of 65,90,909 equity shares of face value Rs.10 each aggregating to Rs. 145.00 Crores by the company ("Fresh Offer") and an offer for sale of 15,00,000 equity shares of face value Rs. 10 each aggregating to Rs. 33 Crores ("Offered Shares") by Vaman Prestressing Company Private Limited ("Promoter Group Selling Shareholder") and such offer for sale, together with the fresh offer, the "Offer". The offer shall constitute 30.66% of the post-offer paid-up equity share capital of the company.
Price Band: Rs. 220 per equity share of face value of Rs. 10 each.
The floor price 22.00 times the face value of the equity shares, respectively.
Bids can be made for a minimum of 68 equity shares of face value of Rs. 10 each and in multiples of 68 equity shares of face value of Rs. 10 each thereafter.