THIS IS A PUBLIC ANNOUNCEMENT FOR INFORMATION PURPOSES ONLY AND IS NOT A PROSPECTUS ANNOUNCEMENT. THIS DOES NOT CONSTITUTE AN INVITATION OR OFFER TO ACQUIRE, PURCHASE OR SUBSCRIBE TO SECURITIES. THIS PUBLIC ANNOUNCEMENT IS NOT INTENDED FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY OUTSIOE INDIA.

DHARA RAIL PROJECTS LIMITED

THE EQUITY SHARES OF THE COMPANY WILL GET LISTED ON SME PLATFORM OF NSE ("NSE EMERGE")

Our Company was originally incorporated as Private Limited Company in the name of "Dhara Rail Projects Private Limited" under the Companies Act, 1956 vide Certificate of Incorporation dated April 05, 2010 issued by the Registrar of Companies, Mumbai, Maharashtra ("RoC"). Thereafter, pursuant to the Business Takeover Agreement dated July 21, 2010, our Company took over the business of the proprietorship concern, M/s. Dhara Industries. Thereafter, our Company was converted into a public limited company, pursuant to a special resolution passed by our Shareholders at the Extra Ordinary General Meeting held on August 09, 2025 and consequently, the name of our Company was changed from "Dhara Rail Projects Private Limited" to ‘‘Dhara Rail Projects Limited" vide a fresh Certificate of Incorporation consequent upon Conversion to public company dated August 25, 2025 issued to our Company by the Registrar of Companies, Central Processing Centre, Manesar. The corporate identification number of our Company is U74210MH2010PLC201669.

We are an ISO 9001:2015 certified company, engaged in the business of executing various types of contractual railway projects and related services which includes Annual Maintenance Contracts (AMC) and repair services for a wide range of railway rolling stock systems. Railway projects includes Supply, Installation, Testing, and Commissioning (SITC) of various electrical equipment across all types of rolling stock and AMC activities involve Annual Maintenance Contracts, repair & maintenance services, inspection and periodic servicing of railway assets such as train lighting equipments, Power car equipments, Tower wagons etc. post its commissioning & installation.

For details refer to section titled "Risk Factors" on page no. 34 of the Prospectus

Risk to investors summary description of key risk factors based on materiality

a) Our business and revenue are substantially dependent on the Ministry of Railways, Government of India. Any adverse change in policy of the Ministry of Railways may lead to our contracts being foreclosed, terminated, restructured or renegotiated, which may have a material effect on our business and results of operations.

b) Our industry is labour intensive and our business operations may be materially adversely affected by strikes, work stoppages or increased wage demands by our employees or those of our suppliers.

c) Currently, we are delivering our goods and services to Indian Railways across various zones. Any adverse developments impacting our operations in these zones could negatively affect our revenue and overall financial performance.

d) We conduct all our operations from our registered office and corporate office located in Mumbai, Maharashtra. Any materially adverse social, political, or economic developments, including civil disruptions in the state, may adversely impact our business operations.

e) We have significant working capital requirements. If we experience insufficient cash flows from our operations or are unable to borrow to meet our working capital requirements, it may materially and adversely affect our business, cash flows and results of operations.

f) We do not own the registered office and corporate office from which we carry out our business activities. In case of nonrenewal of rent agreements or dispute in relation to use of the said premise, our business and results of operations can be adversely affected.

g) Our current order book value is not necessarily indicative of future growth. These orders that constitute our current order book could be cancelled, put in abeyance, delayed, modified, put on hold or not paid for by our client, which could adversely affect our financial condition.

h) We have experienced negative operating cash flows in the past. Any operating losses or negative cash flows in the future could adversely affect our results of operations and financial conditions.

i) The Objects of the Issue for which funds are being raised have not been appraised by any bank or financial institution. Any variation between the estimation and actual expenditure as estimated by the management could result in execution delays or influence our profitability adversely

j) We have not identified any alternate source of funding and hence any failure or delay on our part to mobilize the required resources or any shortfall in the Issue proceeds may delay the implementation schedule.

k) The Merchant Banker associated with the Issue has handed 64 public issues in the past three years out of which 3 SME Issue closed below the Issue Price on listing date.

I) Average cost of acquisition of Equity Shares held by the Individual Promoters is given below and the Issue Price at the upper end of the Price Band is Rs. 126 per Equity

m) The Price/ Earnings ratio based on Diluted EPS for Fiscal 2025 for the company at the upper end (Rs. 126) of the Price Band is 21.43

n) Weighted Average Return on Met worth for Fiscals 2025, 2024 and 2023 is 46.12%.

o) Weighted average cost of acquisition of all the shares transacted in the three years. 18 months and one year preceding the date of the Prospectus-

p) Weighted average cost of acquisition compared to Floor Price (Rs. 120) and Cap Price (Rs. 126).

This Issue is being made through the Book Building Process, in terms of Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as amended (the "SCRR") read with Regulation 229 of the SEBI ICDR Regulations and in compliance with Regulation 253(1) and 253(2) of the SEBI ICDR Regulations read with SEBI ICDR (Amendment) Regulations, 2025, wherein not more than 50.00% of the Net Issue shall be available for allocation on a proportionate basis to Qualified Institutional Buyers ("QIBs") (the "QIB Portion"), provided that our Company and the selling shareholders in consultation with the BRLMs may allocate up to 60.00% of the QIB Portion to Anchor Investors on a discretionary basis ("Anchor Investor Portion"). 40% of the Anchor Investor Portion shall be reserved for (i) 33.33 % for domestic Mutual Funds; and (ii) 6.67% for Life Insurance Companies and Pension Funds and subject to valid Bids being received from the domestic Mutual Funds and Life Insurance Companies and Pension Funds, as applicable, at or above the price at which allocation will be made to Anchor Investors ("Anchor Investor Allocation Price") in accordance with the SEBI ICDR Regulations and any under-subscription under (ii) may be allocated to domestic Mutual Funds. In the event of undersubscription or non-allocation in the Anchor Investor Portion, the balance Equity Shares shall be added to the QIB Portion (other than the Anchor Investor Portion) ("Net QIB Portion"). Further, 5.00% of the Net QIB Portion shall be available for allocation on a proportionate basis to Mutual Funds only, and the remainder of the Net QIB Portion shall be available for allocation on a proportionate basis to all QIB Bidders, other than Anchor Investors, including Mutual Funds, subject to valid Bids being received at or above the Issue Price. However, if the aggregate demand from Mutual Funds is less than 5.00% of the Net QIB Portion, the balance Equity Shares available for allocation in the Mutual Fund Portion will be added to the remaining Net QIB Portion for proportionate allocation to QIBs. Further, the SEBIICDR Regulations read with SEBI ICDR (Amendment) Regulations, 2025, states that not less than 35% of the Net Issue shall be available for allocation to Individual Investors who applies for minimum application size. Not less than 15% of the Net Issue shall be available for allocation to Non-lnstitutional Investors of which one-third of the Non-lnstitutional Portion will be available for allocation to Bidders with an application size of more than two lots and up to such lots as equivalent to not more than 0.00 Lakhs and two-thirds of the Non-Institutional Portion will be available for allocation to Bidders with an application size of more than Rs. 10.00 Lakhs and under-subscription in either of these two sub-categories of Non-lnstitutional Portion may be allocated to Bidders in the other sub-category of Non-lnstitutional Portion. Subject to the availability of shares in non-institutional investors' category, the allotment to each Non-lnstitutional Investors shall not be less than the minimum application size in Non-lnstitutional Category and the remaining available Equity Shares, if any, shall be allocated on a proportionate basis in accordance with the conditions specified in this regard in Schedule XIII of the SEBI (ICDR) (Amendment) Regulations, 2025. All Potential Bidders, other than Anchor Investors, are required to participate in the Issue by mandatory utilising the Application Supported by Blocked Amount ("ASBA") process by providing details of their respective ASBA Account (as defined hereinafter) in which the corresponding Bid Amounts will be blocked by the Self-Certified Syndicate Banks ("SCSBs") or under the UPI Mechanism, as the case may be, to the extent of respective Bid Amounts. Anchor Investors are not permitted to participate in the Issue through the ASBA process. For details, see 'Issue Procedure "beginning on page 277 of the Prospectus.

The investors are advised to refer to the Prospectus for the full text of the Disclaimer clause pertaining to MSE. For the purpose of this Issue, the designated Stock Exchange will be the National Stock Exchange of India Limited.

The trading is proposed to be commenced on or before December 31, 2025*

*Subject to the receipt of listing and trading approval from the NSE ("NSE EMERGE").

The bidding for Anchor Investors opened and closed on December 22, 2025. The Company received 08 Anchor Investors applications for 16,07,000 Equity Shares. The Anchor Investor Allocation price was finalized at Rs. 126/- per Equity Share. A total of 11,33,000 Equity Shares were allotted under the Anchor Investors portion aggregating to Rs. 14,27,58,000/-.

The Issue (excluding Anchor Investors Portion) received 83,409 Applications for 29,73,53,000 Equity Shares (after considering invalid bids, Other than RC10 Transaction declined by Investors, RC10 Mandate not accepted by Investors and Withdrawal/ Cancelled Bids reported by SCSB) resulting 104.30 times subscription (including reserved portion of market maker and excluding anchor investor portion). The details of the Applications received in the Issue from various categories are as under (before rejections):

A summary of the final demand as per NSE as on the Bid/ Issue Closing Date at different Bid prices is as under:

The Basis of Allotment was finalized in consultation with the designated Stock Exchange, being National Stock Exchange of India Limited ("NSE Emerge") on December 29,2025

The Basis of Allotment to the Individual Investors, who have Bid at cut-off Price or at or above the Issue Price of Rs. 126 per Equity Share, was finalized in consultation with NSE. The category has been subscribed to the extent of 96.91 times. The total number of Equity Shares Allotted in this category is 13,24,000 Equity Shares to 662 successful applicants. The details of the Basis of Allotment of the said category are as under:

The Basis of Allotment to the Non-lnstitutional Investors, who have bid at the Issue Price of Rs. 126 per Equity Share was finalized in consultation with NSE. The category has been subscribed to the extent of 122.83 times (after rejection). The total number of Equity Shares Allotted in this category is 1,89,000 Equity Shares to 63 successful applicants. The details of the Basis of Allotment of the said category are as under:

The Basis of Allotment to the Non-lnstitutional Investors, who have bid at the Issue Price of Rs. 126 or above per Equity Share was finalized in consultation with NSE. The category has been subscribed to the extent of 237.80 times (after rejection). The total number of Equity Shares Allotted in this category is 3,78,000 Equity shares to 126 successful applicants. The details of the Basis of Allotment of the said category are as under:

4) Allotment to Market Maker: The Basis of Allotment to Market Maker who have bid at Issue Price of Rs. 126/- per Equity Shares, was finalized in consultation with NSE. The category was subscribed by 1.00 times i.e. for 2,04,000 Equity shares the total number of shares allotted in this category is 2,04,000 Equity Shares. The category wise details of the Basis of Allotment are as under:

Allotment to QIBs, who have bid at the Issue Price of Rs. 126/- per Equity Share has been done on a proportionate basis in consultation with NSE. This category has been subscribed to the extent of 71.18 times of QIB portion. The total number of Equity Shares allotted in the QIB category is 7,56,000 Equity Shares, which were allotted to 46 successful Applicants.

The Company in consultation with the BRLM has allocated 11,33,000 Equity Shares to 08 Anchor Investors at the Anchor Investor Issue Price of Rs. 126 per Equity Shares in accordance with the SEBI (ICDR) Regulations. This represents upto 60% of the QIB Category.

The Board of Directors of our Company at its meeting held on December 29, 2025 has taken on record the basis of allotment of Equity Shares approved by the designated Stock Exchange, being NSE and has allotted the Equity Shares to various successful applicants. The Allotment Advice Cum Refund Intimation will be dispatched to the address of the investors as registered with the depositories. Further, instructions to the SCSBs have been dispatched / mailed for unblocking of funds and transfer to the Public Issue Account on or before December 30, 2025. In case the same is not received within ten days, Investors may contact the Registrar to the Issue at the address given below. The Equity Shares allotted to the successful allottees shall be uploaded on December 30, 2025 for credit into the respective beneficiary accounts subject to validation of the account details with the depositories concerned. The Company is in the process of obtaining the listing and trading approval from NSE and the trading of the Equity Shares is expected to commence trading on December 31, 2025.

Note: All capitalized terms used and not defined herein shall have the respective meanings assigned to them in the Prospectus dated December 29, 2025, filed with the Registrar of Companies, Mumbai ("RoC").

The details of the allotment made has been hosted on the website of the Registrar to the Issue, Bigshare Services Private Limited at website: www.bigshareonline.com

TRACK RECORD OF BOOK RUNNING LEAD MANAGER: The BRLM associated with the Issue has handled 64 Public Issues m the past three financial years, out of which 3 issue was closed below the Issue/ Issue Price on listing date:

All future correspondence in this regard may kindly be addressed to the Registrar to the Issue quoting full name of the First/ Sole Bidder Serial number of the ASBA form, number of Equity Shares bid for, Bidder DP ID, Client ID, PAN, date of submission of the Bid cum Application Form, address of the Bidder, the name and address of the Designated Intermediary where the Bid cum Application Form was submitted by the Bidder and copy of the Acknowledgment Slip received from the Designated Intermediary and payment details at the address given below:

	BIGSHARE SERVICES PRIVATE LIMITED
	Address: S6-2, 6th Floor, Pinnacle Business Park, Next to Ahura Centre, Mahakali Caves Road, Andheri (East) Mumbai-400093, Maharashtra, India.
	Telephone: +91-22 6263 8200; Facsimile: +91-22 6263 8299; Email: ipo@bigshareonline.com, Investor Grievance Email: investor@bigshareonline.com
	Website: www.bigshareonline.com; Contact Person: Babu Rapheal C.
	SEBI Registration Number: MB/INR000001385; CIN: U99999MH1994PTC076534
	On behalf of Board of Directors
	Dhara Rail Projects Limited
	Sd/-
Place: Mumbai, Maharashtra	Suraj Bohra
Date: December 30, 2025	Company Secretary and Compliance Officer