Mahendra Realtors & Infrastructure Ltd IPOMRIL

The IPO opens on 12 Aug 2025 & closes on 14 Aug 2025.

Mahendra Realtors & Infrastructure Limited was originally incorporated as a Private Limited Company in the name and style of 'Mahendra Realtors & Infrastructure Private Limited' dated June 08, 2007, issued by the Registrar of Companies, Mumbai. Subsequently, Company was converted from Private Company to Public Company and the name was changed to 'Mahendra Realtors & Infrastructure Limited' pursuant to fresh Certificate of Incorporation dated July 15, 2024. Company is engaged in providing a wide variety of services including but not limited to Structural Repairs, Rehabilitation, Retrofitting, Water Proofing, Corporate Interior, Build-Operate-Transfer (BOT) Projects, Maintenance, Construction, Infrastructure Restoration etc. The Company has completed the first BOT Project of the Municipal Authority in Maharashtra for the Construction of a commercial complex and Municipal Offices for Pen Municipal Council for exclusive commercial 'BOT' Project named 'Center Point' at Pen, Maha Mumbai, which is now recognized as 'Sharad Pawar Bhavan'. The Company further has completed various corporate interior projects at IIT Bombay, Airport Authority of India, VVIP Circuit house, Pune, SVP Hospital for Ahmedabad Municipal Corporation and likewise other major projects. The Bridge which was closed for traffic on account of structural Deterioration is now made operational at Surat 'Dr Baba Saheb Ambedkar Flyover'. It has undertaken several Structural repairs projects for various government departments and public sectors organizations, for example, Structural Repairs projects at Vashi Railway Station and Belapur Railway Station undertaken by deploying various latest innovative techniques viz. Polymer Modified Mortar, micro concrete, Injection Grouting, Texture, Huge waterproofing with heat insulation etc. , Syndicate bank structural repairs at Ghatkopar wherein Structural Stability Certificate was issued by IIT Bombay, in which Steel Jacketing was carried out along with Fabre wrapping, External Repairs, Retrofitting and Restoration works at SBI Harbour heights etc. Company is planning its Initial Public Offering aggregating to 58,17,600 Equity Shares of Rs 10/- each, comprising 47,26,400 Equity Shares through Fresh Issue and 10,91,200 Equity Shares through Offer for Sale.

Mahendra Realtors & Infrastructure Ltd IPO will close on 14 Aug 2025.

<ul><li>Experienced and Qualified Management and Employee base.</li><li>Strong and Consistent Financial Performance.</li><li>Growing customer base.</li><li>Scalable and reliable business model.</li><li>Experienced Promoters and Senior Management with extensive domain knowledge.</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>Hemanshu Shah</td> <td>8056720</td> <td>46.36</td> <td>7511120</td> <td>33.99</td> </tr> <tr> <td>2</td> <td>Bhavesh Mahendrakumar Shah</td> <td>8118250</td> <td>46.72</td> <td>7572650</td> <td>34.26</td> </tr> <tr> <td>3</td> <td>Chandrika Mahendra Shah</td> <td>786030</td> <td>4.52</td> <td>786030</td> <td>3.56</td> </tr> <tr> <td>4</td> <td>Hetal Bhavesh Shah</td> <td>178500</td> <td>1.03</td> <td>178500</td> <td>0.81</td> </tr> <tr> <td>5</td> <td>Varsha Hemanshu Shah</td> <td>227500</td> <td>1.31</td> <td>227500</td> <td>1.03</td> </tr> <tr> <td>6</td> <td>Mahendra S. Shah HUF</td> <td>3500</td> <td>0.02</td> <td>3500</td> <td>0.02</td> </tr> <tr> <td>7</td> <td>Bhavesh M. Shah HUF</td> <td>3500</td> <td>0.02</td> <td>3500</td> <td>0.02</td> </tr> <tr> <td>8</td> <td>Hemanshu M. Shah HUF</td> <td>3500</td> <td>0.02</td> <td>3500</td> <td>0.02</td> </tr> </tbody> </table>

<ul><li>Its Top 10 customers contribute more than 50% of the revenue in the all three financial years. The loss of any one or more of the company major customers would have a material adverse effect on its business, cash flows, results of operations and financial condition. Further, the company generally do business with its customers on a Work order basis and does not enter into long-term contracts with them. Its inability to maintain relationships with its customers could have an adverse effect on the company business, prospects, results of operations and financial condition.</li><li>Its revenues largely depend on acceptance of the bids submitted to the Government and Government Departments. The company performance could be affected in case majority of the bids are not accepted / awarded to it or the company quote a lower bid value.</li><li>Its construction, interior / structural repairs & restoration/ retrofitting projects may be delayed, modified or cancelled for reasons beyond the company control which may materially and adversely affect its business, financial condition and results of operation.</li><li>The geographical concentration of its customer base may restrict the company operations and adversely affect its business, results of operations, and financial conditions in the future.</li><li>Increase in competition in the Indian real estate sector may adversely affect profitability.</li><li>Its top ten suppliers contribute significant part of the company purchases. Any loss of business with one or more of them may adversely affect its business operations and profitability.</li><li>The Company, Promoters, and Directors are not involved in certain legal and regulatory proceedings except as disclosed below. Any future litigation may have a material adverse effect on its business.</li><li>Its business is manpower intensive and the company is dependent on the supply and availability of a sufficient pool of contract labourers from sub-contractors at our project locations. Unavailability or shortage of such a pool of contract labour or any strikes, work stoppages, increased wage demands by workmen or changes in regulations governing contractual labour may have an adverse impact on its cash flows and results of operations.</li><li>The profits from our projects are difficult to predict and are not comparable at all.</li><li>Projects undertaken through a joint venture may be delayed on account of the performance of the joint venture partner or, in some cases, significant losses from the joint venture may have an adverse effect on its business, results of operations and financial condition.</li><li>Its business may be affected by severe weather conditions or other natural disasters and the company insurance coverage may not be adequate.</li><li>Some shareholders of the company transferred their shareholding through a gift; however, the gift deed was not executed on the requisite stamp paper as mandated by applicable stamp duty laws.</li><li>The Company derives a significant portion of its revenue from contracts with government departments and public sector undertakings, which exposes it to various risks associated with such dependency.</li><li>The company is currently facing the following Show Cause Notices pending adjudication before the Assistant Commissioner, Division-X, GST: Show Cause Notice No. 07/AC/CGST/M-W/DX/Mahendra Realtor/22-23 dated 20th May 2022, and Show Cause Notice No. 06/AC/CGST/MW/D-X/Mahendra Realtor/22-23 dated 20th May 2022, both pertaining to alleged contraventions under the Service Tax Act for the financial year 2016-17 and 2017-18. Additionally, Show Cause Notice No. 18/ADC/CGSTW/ MR&I/2022-23 dated 13th May 2022 has also been issued ("SCNs") raising demands related to compliance failures and potential revenue shortfall. The aggregate contingent liability arising from these proceedings is estimated to exceed Rs. 1 crore, and the outcome of these cases could have significant financial implications for the company.</li><li>The company experiences a high attrition rate due to the nature of its operations in the civil construction industry.</li><li>The company engage third-party sub-contractors to perform parts of its contract or provide services or manpower.</li><li>Its may not be able to realise the amounts reflected in the company Order Book which may materially and adversely affect its business, prospects, reputation, profitability, financial condition and results of operation.</li><li>There have been instances of delayed filings and erroneous filings of certain forms which were required to be filed as per the reporting requirements under the Companies Act, 2013 to ROC.</li><li>The company has substantial working capital requirements and may require additional financing to meet working capital requirements in the future. A failures to obtain such additional financing at all or on terms favourable to it could have an adverse effect on its results of operations and financial condition.</li><li>Its working capital requirements, towards which the company intend to deploy 3,040 lakhs from the Net Proceeds, are based on certain assumptions. Any change in working capital requirements on account of such assumptions may materially adversely affect its results of operations and profitability.</li><li>The Company operates with a single unit of each type of machinery, which increases risk of machinery downtime due to maintenance and inoperability.</li><li>The Company is significantly dependent on the State of Maharashtra for the procurement of a substantial portion of its raw materials.</li><li>Redevelopment projects are subject to certain risks involving existing tenants and applicable Government regulations.</li><li>Redevelopment projects require compliance which inter alia involves tenant settlement, approvals from MHADA & MCGM, construction of the tenant and saleable portion units.</li><li>The COVID-19 pandemic adversely impacted the business operations and financial performance, and the Company may be similarly impacted in the future.</li><li>Changes in technology may affect business by making the construction and development capabilities less competitive or obsolete.</li><li>The company does not own the premises in which its branch office is located and the same is on Consent of owner. Any termination of such Consent and attachment by Property Owner could adversely affect the company operations.</li><li>Business and profitability are significantly dependent on the performance of the real estate market generally in India.</li><li>Some of the Ongoing Projects will require obtaining approvals or permits, and the Company would be required to fulfil certain conditions precedent in respect of some of them.</li><li>No material update in the Order Book subsequent to DRHP of the company due to the sensitive information.</li><li>The company has in past entered into related party transactions and its may continue to do so in the future.</li><li>The Company has not filed the forms MR-1 and MGT-14 for the appointment of managing director in the financial year 2014-15 and the MGT-14 for the re-appointment of managing director.</li><li>The Company had negative cash flows in the past years, details of which are given below. Sustained negative cash flow could impact its growth and business.</li><li>The company has certain contingent liabilities that may adversely affect its business, financial condition and results of operations.</li><li>The company has credit ratings of Bank Loan Ratings of Long-Term Rating ACUITE BB- Reaffirmed Issuer not co-operating and Short-Term Rating ACUITE A4+ Reaffirmed Issuer not co-operating as per report of Acuite Rating & Research dated November 08, 2024 and Bank Loan Ratings of Long-Term Rating ACUITE BB- Reaffirmed Issuer not co-operating* and Short-Term Rating ACUITE A4+ Reaffirmed Issuer not co-operating* as per report of Acuite Rating & Research dated August 11, 2023.</li><li>The company has not made any alternate arrangements for meeting its capital requirements for the Objects of the Issue. Further, the company has not identified any alternate source of financing the `Objects of the Issue'. Any shortfall in raising/meeting the same could adversely affect its growth plans, operations and financial performance.</li><li>The proposed objects of the Issue for which funds are being raised have not been appraised by any bank or financial institution. Any inability on its part to effectively utilize the Issue proceeds could adversely affect the company financials.</li><li>Its results of operations are likely to vary from year to year and be unpredictable, which could cause the market price of the Equity Shares to be volatile.</li><li>The company cannot assure that the construction/ repairs of its projects will be free from any or all defects, which may adversely affect its business, financial condition, results of operations and prospects.</li><li>The directors of the company don't have the experience of the listed company and the requirements of being a listed company may strain its resources.</li><li>The company has decided to give remuneration to Mr. Hemanshu Shah (Managing Director) and Mr.Bhavesh M. Shah (Whole Time Director) more than the net profit of the company.</li><li>The company has issued equity shares pursuant to a bonus issue prior to the Issue, and we will be eligible to issue equity shares pursuant to a bonus issue only when the company has sufficient reserves.</li><li>The company appoint contract labour for carrying out certain of its operations and are subject to various labour legislations and regulations governing welfare, benefits and training of labours that the company engage. Its may be held responsible for paying the wages of such workers, if the independent contractors through whom such workers are hired default on their obligations, and such obligations could have an adverse effect on its results of operations and financial condition.</li><li>The Company has experienced delays in paying statutory dues, which could result in penalties by the concerned authorities.</li><li>If the company is not able to obtain, renew or maintain its statutory and regulatory licenses, registrations and approvals required to operate its business, it may have a material adverse effect on the company business, results of operations and financial condition.</li><li>The Company has availed certain unsecured loans which may be recalled at any time.</li><li>Its clients operate in a highly regulated environment, and existing and new laws, regulations and government policies affecting the sector in which they operate could adversely affect the company business, financial condition and results of operations. Any failures to obtain licenses and approvals by its clients, could adversely affect the company business, financial condition and results of operations.</li><li>The company is subject to strict quality requirements and any failures on its part to comply with quality standards may lead to cancellation of orders.</li><li>Industry-related data is taken from online sources and therefore may be incorrect or inaccurate.</li><li>If the company fails to maintain an effective system of internal controls, its may not be able to successfully manage, or accurately report, its financial risks.</li><li>The company will not receive any proceeds from the Offer for Sale. The Selling Shareholder will receive the entire proceeds from the Offer for Sale.</li><li>Its Promoter and Promoter Group will continue to retain substantial shareholding in it after the Issue, which will allow them to exercise significant influence over the company.</li><li>The company operates in a competitive business environment and its inability to compete effectively may adversely affect its business, results of operations, financial condition and cash flows.</li><li>Its may be unable to grow the company business in additional geographic regions or international markets, which may adversely affect its business prospects and results of operations.</li><li>Its Promoters, Directors, and Key Managerial Personnel have interests in the Company other than reimbursement of expenses incurred or normal remuneration or benefits.</li><li>The average cost of acquisition of Equity Shares held by its Promoters could be lower than the Issue Price.</li><li>Its future fund requirements, in the form of further Issue of capital or securities and/or loans taken by the company, may be prejudicial to the interest of the Shareholders depending upon the terms on which they are eventually raised.</li><li>In addition to its existing indebtedness for the company existing operations, its may incur further indebtedness during the course of business. The company cannot assure that its would be able to service the company existing and/ or additional indebtedness.</li><li>Its success largely depends upon the knowledge and experience of the company Promoters, Directors and its Key Managerial Personnel. Loss of any of the company director's and key managerial personnel or its ability to attract and retain them could adversely affect the company business, operations and financial condition.</li><li>Its inability to procure and/or maintain adequate insurance cover in connection with the company business may adversely affect its operations and profitability.</li><li>Its ability to pay dividends in the future may be affected by any material adverse effect on the company future earnings, financial condition or cash flows.</li><li>The data and statistics added in this Red Herring Prospectus may be incomplete or inaccurate or may not be comparable to statistics produced elsewhere.</li><li>The requirements of being a listed company may strain its resources.</li><li>The Equity Shares have never been publicly traded and the Issue may not result in an active or liquid market for the Equity Shares.</li><li>There is no guarantee that the Equity Shares issued pursuant to the Issue will be listed on the SME Platform of National Stock Exchange of India Limited in a timely manner or at all.</li><li>Investors will not be able to sell immediately on the Stock Exchanges any of the Equity Shares you purchase in the Issue.</li><li>There are restrictions on daily movements in the trading price of the Equity Shares, which may adversely affect a shareholder's ability to sell Equity Shares or the price at which Equity Shares can be sold at a particular point in time.</li><li>Delay in raising funds from the IPO could adversely impact the implementation schedule.</li><li>Any future issuance of Equity Shares, or convertible securities or other equity-linked securities by the Company may dilute your shareholding and any sale of Equity Shares by its Promoters or members of the company Promoter Group may adversely affect the trading price of the Equity Shares.</li><li>Rights of shareholders under Indian laws may be more limited than under the laws of other jurisdictions.</li></ul>

The Issue type of Mahendra Realtors & Infrastructure Ltd is Book Building - SME.

The minimum application for shares of Mahendra Realtors & Infrastructure Ltd is 3200.

The total shares issue of Mahendra Realtors & Infrastructure Ltd is 5817600.

Initial public offer of up to 58,17,600 equity shares of face value of Rs. 10/- each ("Equity Shares") of the company at an issue price of Rs. 85 per equity share (including a share premium of Rs. 75 per equity share) for cash, aggregating up to Rs. 49.45 crores ("Public Issue"), comprising a fresh issue of up to 47,26,400 equity shares aggregating to Rs. 40.17/- crores by the company ("Fresh Issue") and an offer for sale of up to 10,91,200 equity shares comprising of upto 5,45,600 equity shares by Hemanshu Shah and upto 5,45,600 equity shares by Bhavesh Mahendrakumar Shah ("the promoter selling shareholders' or "the selling shareholder") aggregating to Rs. 9.28/- crores ("offer for sale"). out of which 2,91,200 equity shares of face value of Rs. 10/- each, at an issue price of Rs. 2.48 per equity share for cash, aggregating Rs. [*] 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 55,26,400 equity shares of face value of Rs. 10/- each, at an issue price of Rs. 46.97 per equity share for cash, aggregating upto Rs. [*] crores is hereinafter referred to as the "net issue". the public issue and net issue will constitute 26.32% and 25.00% respectively of the post- issue paid-up equity share capital of the company.