M & B Engineering Ltd IPOMBEL

The IPO opens on 30 Jul 2025 & closes on 01 Aug 2025.

M&B Engineering Limited was originally incorporated as 'Manibhai and Brothers (Construction) Private Limited' a Private Limited Company, dated June 16, 1981, issued by the RoC. Thereafter, name was changed to 'M & B Engineering Private Limited' and a fresh Certificate of Incorporation dated November 22, 2006 by the Registrar of Companies, Gujarat, The status got converted into a Public Company and the name of the Company was changed to 'M & B Engineering Limited' with Incorporation dated March 30, 2011 issued by the Registrar of Companies, Gujarat. The business of the Company is structured into Phenix Division which provides comprehensive solutions for PEBs and complex structural steel components; and Proflex division which provides self supported steel roofing solutions. The Company provide comprehensive turn-key solutions which includes project design, engineering, manufacturing and erection in accordance with customer requirements across industrial and infrastructure segments. It has delivered solutions for customers engaged in diverse sectors including general engineering and manufacturing, food and beverages, warehousing and logistics, power, textiles, and railways. It has undertaken execution of over 9,500 projects until the end of 2025 under their Phenix and Proflex Divisions. The Company has two manufacturing facilities at Sanand, Gujarat and Cheyyar, Tamil Nadu for manufacturing of PEBs and complex structural steel components with a combined installed capacity of 103,800 MTPA for manufacturing PEBs. The Company incorporated Phenix Construction Technologies Inc., as a wholly owned subsidiary in USA in 2017; and later on has acquired Phenix Building Solutions Private Limited in 2024. While the Sanand facility started operations in 2008, Cheyyar Facility became operational in 2024. The Proflex Division operates a fleet of 14 mobile manufacturing units which we use to manufacture self-supported steel roofing. Through the Proflex Division, it manufacture and install self-supported steel roofings for projects across India. The Company raised an aggregate of Rs 650 Crore by issuing 16,888,474 equity shares of face value of Rs 10 each through IPO, comprising a fresh issue of 7,148,215 equity shares aggregating to Rs 275 Crore and 9,740,259 equity shares aggregating to Rs 375 Crore through offer for sale in August, 2025.

M & B Engineering Ltd IPO will close on 01 Aug 2025.

<ul><li>One of the leading players in terms of installed capacity in the domestic PEB industry with presence in international markets.</li><li>We provide a wide range of specialised products and services, making us a comprehensive solution provider for our customers.</li><li>Relationships with customers across a diverse set of industries with an order book of ?8,428.38 million as of June 30, 2025.</li><li>Strategically located manufacturing facilities for PEBs with comprehensive in-house design and engineering capabilities and 14 mobile manufacturing units for self-supported roofing systems.</li><li>Experienced and dedicated promoters and professional management team with domain knowledge.</li><li>Sustained track record of financial performance.</li><li></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>Girishbhai Manibhai Patel</td> <td>19490000</td> <td>38.98</td> <td>15506883</td> <td>27.14</td> </tr> <tr> <td>2</td> <td>Chirag Hasmukhbai Patel</td> <td>17495000</td> <td>34.99</td> <td>14111883</td> <td>24.7</td> </tr> <tr> <td>3</td> <td>Malav Girishbhai Patel</td> <td>1000000</td> <td>2</td> <td>1000000</td> <td>1.75</td> </tr> <tr> <td>4</td> <td>Birva Chirag Patel</td> <td>5000000</td> <td>10</td> <td>4000000</td> <td>7</td> </tr> <tr> <td>5</td> <td>Vipinbhai Kantilal Patel</td> <td>2499000</td> <td>5</td> <td>2011987</td> <td>3.52</td> </tr> <tr> <td>6</td> <td>Aditya Vipinbhai Patel</td> <td>2499000</td> <td>5</td> <td>2011987</td> <td>3.52</td> </tr> <tr> <td>7</td> <td>Leenaben Vipinbhai Patel</td> <td>---</td> <td>---</td> <td>---</td> <td>---</td> </tr> <tr> <td>8</td> <td>Chirag H Patel Family Trust</td> <td>5000</td> <td>0.01</td> <td>5000</td> <td>---</td> </tr> <tr> <td>9</td> <td>Vipin K Patel Family Trust</td> <td>1000</td> <td>---</td> <td>1000</td> <td>---</td> </tr> <tr> <td>10</td> <td>MGM5 Family Trust</td> <td>5000</td> <td>0.01</td> <td>5000</td> <td>---</td> </tr> <tr> <td>11</td> <td>MGM11 Family Trust</td> <td>5000</td> <td>0.01</td> <td>5000</td> <td>---</td> </tr> <tr> <td>12</td> <td>Aditya V Patel Family Trust</td> <td>1000</td> <td>---</td> <td>1000</td> <td>---</td> </tr> <tr> <td>13</td> <td>Umaben Girishbhai Patel</td> <td>2000000</td> <td>4</td> <td>1600000</td> <td>2.8</td> </tr> </tbody> </table>

<ul><li>The company 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 manufacturing operations. In the past, there have been four instances of death in the course of its operations at the company project sites. Any slowdown or shutdown in its manufacturing operations or strikes or work stoppages could have an adverse effect on the company business, cash flows, financial condition and results of operations.</li><li>The company derives a majority portion of its revenues from the design, manufacture and installation of pre-engineered buildings. Loss or decline in the demand of pre-engineered buildings may result in an adverse effect on the company business, revenue from operations and financial condition.</li><li>The company is measured against high quality standards and stringent performance requirements by its customers. Any failures by the company to comply with these standards or performance requirements may lead to the cancellation of existing and future orders, recalls, liquidated damages, invocation of performance bank guarantees or warranty and indemnity or liability claims, which could adversely affect its reputation, business, results from operations, financial conditions and cash flows.</li><li>Its net cash flow from operating activities has reduced over Fiscal 2023 to Fiscal 2024. If the cash flow from operations continues to remain subdued, the company may have to curtail our scale of business, and its may be unable to meet the company financial obligations which may impact its overall financial stability and performance.</li><li>Some of its Directors and Promoters may have interest in entities, which are in businesses similar to its and this may result in conflict of interest with the company. Further, its Subsidiaries are in the same line of business as it, which may result in a conflict of interest.</li><li>The company derives a portion of its revenues from few customers and repeat orders which the company identify as orders placed by customer groups that have placed orders with the Company previously. For Fiscal 2025, 57.32% of its consolidated revenue from operations was derived from repeat customers, and 42.64% was contributed by its top five customer groups. Any loss of, or a reduction in the repeat orders received by it could adversely affect the company business, results of operations, financial condition and cash flows.</li><li>Its raw material cost constitutes a majority percentage of the company total expenses. During Fiscal 2025, 82.69% of its raw materials were procured from the company top five suppliers, calculated as a percentage of the total cost of materials consumed, including changes in inventories of finished goods, stock in trade, and work in progress. Any increase in the prices, availability and quality of raw materials could adversely affect its reputation, business, results from operations, financial conditions and cash flows. The company relies on limited suppliers for the company primary raw material steel, loss of these suppliers may have an adverse effect on its business, results of operations and financial conditions.</li><li>Its business is dependent on the company design and engineering teams to accurately carryout the pre-approval engineering studies for potential orders. Inability of its design and engineering teams to accurately estimate the cost of the project and to execute an order would have an adverse impact on the company business, results of operations, financial condition and cash flows.</li><li>Its Subsidiary, Phenix Construction Technologies Inc. has incurred losses in Fiscal 2023 and 2024 and may do so in the future, which could have a material adverse effect on the company business, prospects, financial condition, cash flows and results of operations.</li><li>The company has not yet placed orders in relation to the capital expenditure for the purchase of equipment and machinery, building works, solar rooftop grid and transport vehicles at its Manufacturing Facilities. In the event of any delay in placing the orders, or in the event the vendor is not able to provide the equipment and machinery, building works, solar rooftop grid and transport vehicles in a timely manner, or at all, it may result in time and cost overruns and its business, prospects and results of operations may be adversely affected. Further, such proposed capital expenditure may not result in an increase in revenue from operations for the Company.</li><li>Its business includes business from government or government owned entities, where the company is the sub-contractors in such projects, which subjects the company to a variety of risks including adverse changes in government policies or priorities, or additional regulatory scrutiny.</li><li>Its business is exposed to risks on account of order cancellations, which may adversely impact the company revenue from operations, cash flows and financial conditions.</li><li>The global nature of its operations exposes the company to risks that could materially adversely affect its business, results of operations, financial condition, cash flows and future prospects.</li><li>The market share of the unorganized industry in the pre-engineered steel buildings industry is higher as capital investment is not required for entering the market.</li><li>Its business is working capital intensive. If the company is unable to maintain its working capital requirements at an optimal level, the company business prospects, results and financial condition could be adversely affected.</li><li>Its current order book and the company growth rate may not be indicative of the orders its will receive in future. Any delays, modifications in execution, modifications or cancellations of our orders expose the company to revenue volatilities adversely impacting its revenue from operations, cash flows and financial conditions.</li><li>Its working capital cycle may be adversely affected due to the increased inventory holding.</li><li>The company is dependent on third-party contract labourers for several aspects relating to its manufacturing activities. Any disruption in the supply of contract labour or its inability to control the composition of the company contract labour could adversely affect its business, results of operations, financial conditions and cash flows.</li><li>The company depends on third-party builders and erectors for timely completion of its projects. Any delay by third-party builders in the execution of projects or adverse relation with such builders could have an adverse effect on its business, future prospects and future financial performance.</li><li>The Company proposes to expand its capacity through the Offer proceeds, despite low capacity utilization levels over the past three years.</li><li>The objects of the Offer for which funds have been raised and proposed deployment of the Net Proceeds of the Offer have not been appraised by a bank or a financial institution. The deployment of funds is entirely at the discretion of its management and as per the details mentioned in the section titled "Objects of the Offer". Any revision in the estimates may require it to reschedule the company expenditure and may have a bearing on its expected revenues and earnings. Further, if there are any delays or cost overruns, the company business, financial condition and results of operations may be adversely affected.</li><li>The company has had instance of delays in payments of statutory dues by the Company. Any delays in payment of statutory dues may attract financial penalties from the respective government authorities and in turn may have an adverse impact on its financial condition and cash flows.</li><li>The Company does not own the logos M&B ENGINEERING which are used by it for certain business activities. Any failures to protect or enforce its rights to own or use the company logos, trademarks and identities could have an adverse effect on its business and competitive business.</li><li>Information relating to the historical installed capacities of its Manufacturing Facilities included in this Red Herring Prospectus may be based on certain assumptions and estimates by the chartered engineer verifying such information and future production and capacity utilisation may vary.</li><li>Any underutilization of its manufacturing capacities could have an adverse effect on the company business, future prospects and future financial performance.</li><li>Its Subsidiaries have availed certain unsecured borrowings which are repayable on demand. Any such demand may adversely affect the company business, cash flows, financial condition and results of operations.</li><li>Its Manufacturing Facilities are currently in the states of Gujarat and Tamil Nadu in India. Any social, political, economic or seasonal disruption, natural calamities or civil disruptions in Gujarat and Tamil Nadu could have an adverse effect on its business, results of operations, financial condition and cash flows.</li><li>Its may faces competition in the company business from both domestic as well as international companies and its inability to compete effectively may adversely affect its business, cash flows, results of operations, financial condition, and may also lead to a lower market share or reduced operating margins.</li><li>Its financial results may be subject to seasonal variations and cyclical nature of the industry. The company business and operations may also be adversely impacted by other key challenges faced by the industry.</li><li>Its inability to effectively manage project execution and milestone schedules may lead to project delays which may adversely affect the company business and results of operations.</li><li>If the company is unable to introduce new engineering processes and respond to changing customer preferences in a timely and effective manner or if its services become obsolete due to a breakthrough in the development of technology or alternate products, the demand for the company engineering services and supplies may decline, which may have an adverse effect on its business, cash flows, results of operations and financial condition.</li><li>Its may not be able to adequately protect the company intellectual property or may unintentionally infringe upon the intellectual property rights of others which could harm its business.</li><li>Its business benefits from the National Steel Policy introduced by the Government of India to boost the steel industry. Withdrawal of this policy could have an adverse impact on the company business, results of operations, financial condition and cash flows.</li><li>The company has indebtedness which requires cash flows to service and limits its ability to operate freely. Any breach of terms under the company financing arrangements or its inability to comply with repayment and other covenants in the financing agreements could adversely affect its business, financial condition, cash flows and credit rating.</li><li>Its inability to collect receivables and defaults in payment from the company customers could result in the reduction of its profits and affect the company cash flows.</li><li>A portion of its revenues and expenses are denominated in foreign currencies. As a result, the company is exposed to foreign currency exchange risks and regulatory changes in foreign exchange management which may adversely impact its results of operations.</li><li>In the event its contingent liabilities and capital commitments materialize, the company financial condition and profitability may be adversely affected.</li><li>The company has in the past entered into related party transactions and may continue to do so in the future, which may potentially involve conflicts of interest with the equity shareholders.</li><li>Certain Non-GAAP financial measures and other statistical information relating to its operations and financial performance have been included in this Red Herring Prospectus.</li><li>A shortage or unavailability of electricity, fuel or labour could affect its manufacturing operations and may have an adverse effect on the company business, results of operations and financial condition.</li><li>Some of its projects are awarded to it through a competitive bidding process. Therefore, its business is dependent on securing tenders for pre-engineered buildings, bidding for a tender involves cost estimations for the bidding process. Inability to accurately estimate the cost or match the prices quoted by its competitors, may lead to loss of tender creating an adverse impact on the company business, results of operations, financial condition and cash flows.</li><li>The company is dependent on third party transportation and logistics service providers. Any defect, damage or destruction caused to its products during the process of delivery could adversely affect its business, financial condition and results of operations.</li><li>The company has employee benefit expenses, such as salaries, wages and bonus, staff welfare expenses and contribution to provident and other funds. In case the company faces an increase in employee benefit expenses that the company is unable to pass on to its customers, the company may be prevented from maintaining its competitive advantage and the company profitability may be impacted.</li><li>Its Cheyyar Facility and certain of the company offices are located on leased premises. There can be no assurance that these lease agreements shall be renewed upon termination or that the company shall be able to obtain other premises on lease on same or similar commercial terms, which could adversely affect its business, results from operations, financial conditions and cash flows. There exists a conflict of interest between the company Promoter Group members, Manibhai & Brothers, Manibhai & Brothers (PCC) Sarkhej and Manibhai & Brothers (Charitable Trust), Avichal Projects LLP and lessors of immovable properties.</li><li>Certain corporate records and other documents filed by it with the RoC, are not traceable. While the company has conducted a search with the RoC, in respect of the unavailability of such forms and other records, the company cannot assure you that such forms or records will be available at all or any time in the future.</li><li>Its insurance coverage may not be adequate to protect it against all potential losses to which the company may be subject and this may have an adverse effect on its business.</li><li>The Company may not be able to secure additional funding in the future. In the event the Company is unable to obtain sufficient funding, it may delay the Company's growth plans and have a material adverse effect on the business, cash flows and financial condition of the Company.</li><li>Its presence in the construction sector is limited only to pre-engineered building applications and self-supported steel roofing.</li><li>It presence in the construction sector is limited only to pre-engineered building applications and self-supported steel roofing.</li><li>The company may not achieve the benefits its expect from recent or future acquisitions and business partnerships, which may have an adverse effect on the company profitability and ability to manage its business prospects. The company had acquired 51% in Modtech Machines Private Limited ("Modtech") through a share subscription cum shareholders agreement dated May 18, 2021 entered into by it with Modtech and its shareholders. However, due to global recessionary conditions in the segment dealt with by Modtech, the Company's performance was impacted. Accordingly, the company exited Modtech by selling its shares to another investor though a share purchase agreement dated May 24, 2023.</li><li>While issuing the Company's Special Purpose Consolidated Financial Statements for the Financial Year ended on March 31, 2023, its Statutory Auditors have drawn attention to one qualification included in the audit reports issued by them in respect of the Company's Special Purpose Consolidated Financial Statements for the Financial year ended on March 31, 2023 on its erstwhile Subsidiary viz. Modtech Machines Private Limited. While the Company has given the impact of the same in the Restated Consolidated Financial Information, there can be no assurance that there will not be similar comments in future.</li><li>Its may not accomplish the company growth strategy, and its business may suffer if the company fails to manage its growth efficiently or effectively, which could adversely affect the company reputation, results from operations, financial conditions, cash flows and reduce its profitability.</li><li>The company is required to comply with various government regulations, including obtaining licenses, permits, approvals and consents under certain environmental laws, which are critical for operating its Manufacturing Facilities. If the company fails to obtain, maintain or renew its statutory and regulatory licenses, permits and approvals required to operate its business, results of operations and cash flows may be adversely affected.</li><li>There are outstanding litigations pending against it, the company Subsidiaries, Directors, Promoters, KMPs and SMPs which, if determined adversely, could affect its operations. The company could suffer litigation expenses in defending these claims and could be subject to damage, compensation, or other remedies, which could adversely affect its reputation, business, results from operations, financial conditions and cash flows.</li><li>The success of its business depends on the company strong management, including its Promoters, Directors, Key Managerial Personnel and Senior Management Personnel, and on the company operational workforce. In Fiscal 2025, Fiscal 2024 and Fiscal 2023, the Company's attrition rate for permanent employees was 15.01%, 19.09% and 22.10% respectively. Our inability to retain or to recruit highly skilled technical personnel that are necessary for its business could adversely affect the company business.</li><li>Its Promoters, certain of the company Directors, Key Managerial Personnel, Senior Management Personnel and Promoter Group may have interests in it other than reimbursement of expenses incurred and normal remuneration or benefits.</li><li>Its Promoters and certain members of the company Promoter Group shall continue to retain control in the Company after the Offer, which shall allow them to influence the outcome of matters submitted to shareholders for approval. Such a concentration of ownership may also have the effect of delaying, preventing or deterring a change in control.</li><li>Variation in the utilisation of Net Proceeds would be subject to certain compliance requirements, including prior shareholders' approval.</li><li>The company will not receive any proceeds from the Offer for Sale. The Selling Shareholders will receive the Net Proceeds from the Offer for Sale.</li><li>The company cannot assure payment of dividends on the Equity Shares in the future. Its ability to pay dividends in the future will depends on its earnings, financial condition, working capital requirements, capital expenditures and restrictive covenants of the company financing arrangements.</li><li>Employee misconduct or failures of its internal processes or procedures could harm its by impairing the company ability to attract and retain customers and subject it to legal liability and reputational harm, which could adversely affect its reputation, business, results from operations, financial conditions and cash flows.</li><li>Certain sections of this Red Herring Prospectus contain information from the CRISIL Report which the company commissioned and purchased and any reliance on such information for making an investment decision in the Offer is subject to inherent risks.</li><li>Its may be exposed to the risks of breaches of data security, and malfunctions or disruptions of information technology systems which may have an adverse effect on the company business and results of operations.</li><li>The company track certain operational metrics with internal systems and tools. Certain of its operational metrics are subject to inherent challenges in measurement which may adversely affect the company business and reputation.</li><li>Any downgrading of its credit rating by a credit rating agency may increase interest rates for the company future borrowings, which would increase its cost of borrowings, and adversely affect the company ability to borrow on a competitive basis.</li><li>Upon listing, its may be subject to additional costs/unanticipated expenses arising from the obligations that a listed public company has to comply with, under the applicable regulatory framework in India.</li></ul>

The Issue type of M & B Engineering Ltd is Book Building.

The minimum application for shares of M & B Engineering Ltd is 38.

The total shares issue of M & B Engineering Ltd is 16883117.

Initial public offering of 16,888,474 equity shares of face value of Rs. 10 each ("Equity Shares") of M &amp; B Engineering Limited ("the Company" or the "Issuer") for cash at a price of Rs.385.00 per equity share ("Offer Price") aggregating to Rs. 650.00 crores (the "Offer"). The offer comprises of a fresh issue of 7,148,215 equity shares by the company aggregating to Rs.275.00 crores (the "Fresh Issue") and an offer for sale of 9,740,259 equity shares (the "Offered Shares") including 3,983,119 equity shares aggregating to Rs. 153.35 crores by Girishbhai Manibhai Patel, 3,383,116 equity shares aggregating to Rs. 130.25 crores by Chirag Hasmukhbhai Patel, 487,012 equity shares aggregating to Rs.18.75 crores by Vipinbhai Kantilal Patel, 1,000,000 equity shares aggregating to Rs. 38.50 crores by Birva Chirag Patel, and 487,012 equity shares aggregating to Rs. 18.75 crores by Aditya Vipinbhai Patel (collectively the "Promoter Selling Shareholders"), 400,000 equity shares aggregating to Rs. 15.40 crores by Umaben Girishbhai Patel (the "Promoter Group Selling Shareholder" and together with the promoter selling shareholders the "Selling Shareholders") aggregating to Rs. 375.00 crores (the "Offer for Sale"). The offer includes a reservation of 57,306 equity shares, aggregating to Rs.2.00 crores (constituting up to 0.10 % of the post-offer paid-up equity share capital), for subscription by eligible employees ("Employee Reservation Portion"). The offer less the employee reservation portion is hereinafter referred to as the "Net Offer". The offer and the net offer shall constitute 29.55% and 29.45%, respectively, of the post-offer paid-up equity share capital of the company. The company in consultation with the brlms, offered a discount of Rs. 36.00 per equity share to the offer price to eligible employees bidding in the employee reservation portion ("Employee Discount"). The face value of the equity shares is Rs.10 each and the offer price is 38.50 times the face value of the equity shares.