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 RELEASE, PUBLICATION OR DISTRIBUTION DIRECTLY OR INDIRECTLY OUTSIDE INDIA. INITIAL PUBLIC OFFER OF EQUITY SHARES ON THE EMERGE PLATFORM OF NATIONAL STOCK EXCHANGE OF INDIA LIMITED (NSE EMERGE) IN TERMS OF THE CHAPTER IX OF THE SEBI (ICDR) REGULATIONS, 2018 AS AMENDED FROM TIME TO TIME.

	ROYAL ARC ELECTRODES LIMITED
	Corporate Identity Number: U31100MH1996PLC096296

Our Company was incorporated in Mumbai, Maharashtra, as a "Royalarc Electrodes Private Limited", a private limited company under the Companies Act, 1956, pursuant to a certificate of incorporation dated January 15,1996, issued by the Additional Registrar of Companies, Maharashtra. Thereafter, our Company was converted from a private limited company to a public limited company pursuant to a special resolution passed by our Shareholders at the Extraordinary General Meeting held on March 09. 2005, and consequent upon conversion, the name of our Company was changed to "Royalarc Electrodes Limited" and a certificate of change of name dated March 31, 2005, issued by Registrar of Companies, Mumbai, Maharashtra. Subsequently, the name of our Company was changed to "Royal Arc Electrodes Limited" pursuant to the special resolution passed by the Shareholders of our Company at the Extra-Ordinary General Meeting held on May 29, 2023. The Registrar of Companies. Mumbai, Maharashtra issued a fresh certificate of incorporation dated June 16, 2023, upon change of the name of the Company. For further details, please refer to the chapter titled "History and Certain Corporate Matters" beginning on page 175 of the Prospectus.

Our Company has filed the Prospectus dated February 18,2025 with the Registrar of Companies, Mumbai, Maharashtra (the" Prospectus") and the Equity Shares (as defined below) are proposed to be listed on the EMERGE Platform of NSE Limited ("NSE") in terms of the Chapter IX of SEBI (ICDR) Regulations, 2018 as amended from time to time. Our Company has received In- Principle Approval Letter dated October 30, 2024 from NSE for listing our shares and also for using its name in the Offer document for listing of our shares on EMERGE Platform of NSE ("NSE EMERGE"). It is to be distinctly understood that the permission given by NSE should not in any way be deemed or construed that the Offer Document has been cleared or approved by NSE nor does it certify the correctness or completeness of any of the contents of the Offer Document. The investors are advised to refer to the Prospectus for the full text of the "Disclaimer Clause of the EMERGE PLATFORM OF NSE" on page 272 of the Prospectus. For the purpose of this issue the Designated Stock Exchange will be NSE Limited ("NSE") The trading is expected to commence on or about February 24,2025 (Subject to receipt of listing and trading approval from NSE).

A) Our revenue is dependent on the domestic market since, it contributes significantly to our total revenue from operations. Any adverse changes in the conditions affecting domestic market could adversely affect our business, results of operations and financial condition. Our revenue from domestic sales for the six months period ended September 30, 2024, FY 2024, FY 2023 and FY 2022 was Rs. 3,894.65 Lakhs, Rs. 8,537.45 Lakhs Rs. 7,981.66 Lakhs, and Rs. 4,606.27 Lakhs which, constituted 85.40%, 85.56%, 82.34%, and 73.22 % of our revenue from operations for such periods.

B) Our Company had negative cash flows during certain fiscal years in relation to our investing and financing activities. Sustained negative cash flows in the future would adversely affect our results of operations and financial condition.

C) We depend on outside parties (or adequate and timely supply of raw materials at commercially acceptable prices. Any disruptions, delay or increase in prices of such material may have a material adverse effect on our business. Our raw materials consumed for the six months period ended September 30, 2024, FY 2024, FY 2023 and FY 2022 was Rs. 3,609.34 Lakhs, Rs. 6,383.68 Lakhs Rs. 6,468.15 Lakhs, and Rs. 4,837.61 Lakhs which, constituted 79.14%, 63.97%, 66.72%, and 76.90% of our revenue from operations for such periods.

D) The audit reports for our audited financial statements for the certain Financial Years include references to certain emphasis of matter paragraphs.

E) We have significant working capital requirements. If we are unable to borrow or raise additional financing or furnish bank guarantees or performance bank guarantees in future, it would adversely impact our business, cash flows and results of operations.

F) We are dependent on limited number of suppliers for our raw materials required in our operations. Further, our top 10 (ten) suppliers constituted 68.36%, 71.81%, 64.36%, and 57.08%, respectively of total purchases during the six months period ended September 30, 2024, Fiscal 2024, Fiscal 2023, and Fiscal 2022 respectively. Our business is dependent on our continuing relationships with our suppliers and any deterioration in our relations with any of them could materially and adversely affect our business, results of operations, cash flows and financial condition.

G) We derive a significant portion of our revenue from a few customers and the loss of one or more such customers, the deterioration of their financial condition or prospects, or a reduction in their demand for our products may adversely affect our business, results of operations, financial condition and cash flows.

H) Under-utilization of our manufacturing capacities and an inability to effectively utilize our expanded manufacturing capacities could have an adverse effect on our business, future prospects and future financial performance.

I) If we fail to manage our growth effectively, we may be unable to execute our business plan or maintain high levels of service and satisfaction, and our business, results of operations, cash flows and financial condition could be adversely affected. Our revenue from operations has grown from Rs. 6,920.97 lakhs in Fiscal 2022 to Rs. 9,978.75 lakhs in Fiscal 2024. Our PAT has grown from Rs. 212.13 lakhs in Fiscal 2022 to Rs. 1,192.63 lakhs in Fiscal 2024.

J) Certain of our corporate records and filings and instruments of transfer are not traceable. We cannot assure you that no legal proceedings or regulatory actions will be initiated against us in the future in relation to any such discrepancies.

K) There have been some instances of incorrect filings with the Registrar of Companies and other non-compliances under the Companies Act in the past which may attract penalties.

L) Our Company, its Directors and its Promoters are party to certain litigation and claims. These legal proceedings are pending at different levels of adjudication before various forums and regulatory authorities. Any adverse decision may make us liable to liabilities/penalties and may adversely affect our reputation, business and financial status.

M) Our funding requirements and the proposed deployment of Net Proceeds are based on management estimates and have not been appraised by any bank or financial institution or any other independent agency and may be subject to change based on various factors, some of which may be beyond our control. We have not entered into any definitive agreements to utilise certain portions of the Net Proceeds of the Offer.

N) If there are delays in setting up the Proposed Expansion and cost overruns related to the Proposed Expansion or installation of Solar Power project are higher than expected, it could have a material adverse effect on our financial condition, results of operations and growth prospects.

# Also, Promoter Selling Shareholders.

? Also, Promoter Group Selling Shareholders

*As certified by our Statutory Auditor J. H. Gandhi & Co, Chartered Accountants, pursuant to their certificate dated February 18, 2025

# Also, Promoter Selling Shareholders.

+ Also, Promoter Group Selling Shareholders

*As certified by our Statutory Auditor J. H. Gandhi & Co. Chartered Accountants, pursuant to their certificate dated February 18, 2025

^ There is no acquisition price per Equity Share for these transactions, as these Equity Shares were acquired pursuant to bonus issue

The weighted average cost of acquisition of afl shares transacted (i) in the preceding three (3) years; (ii) in the preceding one (1) year; and (iii) in the preceding eighteen (18) months from the date of the Prospectus is as under:

^There is no acquisition pnce per Equity Share for these transactions, as these Equity Shares were acquired pursuant to bonus issue

*As certified by our Statutory Auditor J. H. Gandhi & Co. Chartered Accountants, pursuant to their certificate dated February 18. 2025

(a) The price per share of our Company (as adjusted for corporate actions, including split, bonus issuances) based on the primary/ new issue of Equity Shares or convert)We securities (excluding Equity Shares issued under the ESOP Scheme and issuance of equity shares pursuant to a bonus issue) during the 18 months preceding the date of this Prospectus, where such issuance is equal to or more than 5% of the fully diluted paid up share capital of our Company in a single transaction or multiple transactions combined together over a span of rolling 30 days.

Except tonus issue of Equity Shares, there has been no issuance of Equity Shares or convertible securities, excluding issuance of bonus shares, during the 18 months preceding the date of this Prospectus, where such issuance is equal to or more than 5% of the fully diluted paid-up share capital of the Company (calculated based on the pre-Offer capital before such transaction(s) and excluding ESOPs granted but not vested), in a single transaction or multiple transactions combined together over a span of rolling 30 days.

(b) The price per share of our Company (as adjusted for corporate actions, including split, bonus issuances) based on the secondary sale / acquisition of Equity Shares or convertible securities involving Promoter, Promoter Group during the 18 months preceding the date of filing of this Prospectus, where the acquisition or sale is equal to or more than 5% of the fully diluted paid-up share capital of our Company, in a single transaction or multiple transactions combined together over a span of rolling 30 days

Our Company has not entered in to any agreement for transfer I acquisition of Equity Shares which is equal to or more than 5% of the fully diluted paid-up share capital of our Company during the 18 months preceding the date of filing of the Prospectus.

For the purpose of disclosure under part (a) and (b) above, 'primary transaction' refers to a primary issue of Equity Shares or securities convertible into Equity Shares, excluding shares issued under a bonus issuance and sub-division of shares and 'secondary transactions' refer to any secondary sale or acquisition of Equity Securities (excluding gifts)

(c) Since there are no eligible transaction of our Company reported in (a) and (b) above in accordance with paragraph (9)(KX4)(a) of the SEBIICDR Regulations, the price per Equity Share of our Company based on the last five primary or secondary transactions in Equity Shares (secondary transactions where the Promoter/ Promoter Group entities or Shareholders having the right to nominate director on the 8oard are a party to the transaction) not older than 3 years prior to the date of filing of the Prospectus has been computed as under:

Since there are the transaction to report to under (a) and no transaction to report under (b) therefore based on last 5 primary and secondary transactions

*As certified by our Statutory Auditor J. H. Gandhi & Co, Chartered Accountants, pursuant to their certificate dated February 18,2025.

Note:

^There were no primary/new issue of shares (equity/convertible securities) other than Equity Shares issued pursuant to a bonus issue on February 01, 2024 in Iasi three years prior to the date of the Prospectus.

The Offer was made through the Book Building Process, in terms of Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as amended ('SCRR') read with Regulation 253 of the SEBI ICDR Regulations, as amended, wherein not more than 50 % of the Net Offer were allocated on a proportionate basis to Qualified Institutional Buyers ("QIBs" the "QIB Portion") and such portion, the "QIB Portion"), provided that our Company in consultation with the BRLM, has allocated up to 60% of the QIB Portion to Anchor Investors on a discretionary basis ("Anchor Investor Portion") One-third of the Anchor Investor Portion were reserved for the domestic Mutual Funds, subject to valid Bids being received from the domestic Mutual Funds at or above the Anchor Investor Allocation Price in accordance with the SEBI ICDR Regulations. In the event of under-subscription or non-allocation in the Anchor Investor Portion, the balance Equity Shares were added to the QIB Portion (other than the Anchor Investor Portion) (the "Net QIB Portion') Further, 5.00% of the QIB Portion was made available for allocation on a proportionate basis to Mutual Funds only, and the remainder of the QIB Portion were available for allocation on a proportionate basis to all QIB Bidders, including Mutual Funds, subject to valid Bids being received at or above the Offer Price. However, if the aggregate demand from Mutual Funds is less than 5.00% of the QIB Portion, the balance Equity Shares available for allocation in the Mutual Fund Portion will be added to the remaining QIB Portion for proportionate allocation to QIBs. Further, not less than 15 % of the Net Offer were available for allocation on a proportionate basis to Non-lnstitutional Investors and not less than 35 % of the Net Offer were available for allocation to Retail Individual Investors in accordance with the SEBIICDR Regulations, subject to valid Bids being received from them at or above the Offer Price. All Bidders (other than Anchor Investors), are required to participate in the Offer by mandatory utilizing the Application Supported by Blocked Amount ("ASBA") process by providing details of their respective ASBA Account (as defined hereinafter) and UPI ID in case of UPI Bidders (as defined hereinafter), in which the corresponding Bid Amounts were blocked by the Self Certified Syndicate Banks ("SCSBs") or by the Sponsor Bank(s) under the UPI Mechanism, as the case may be. to the extent of respective Bid Amounts. Anchor Investors were not permitted to participate in the Offer through the ASBA processor under the UPI Mechanism, as the case may be, to the extent of respective Bid Amounts. For details, please refer to chapter titled "Offer Procedure" beginning on page 290 of the Prospectus.

The bidding for Anchor Investor opened and closed on Thursday. February 13.2025. The company received 4 applications from 4 anchor Investors for 8,77,200 Equity Shares. The Anchor investor price was finalized at Rs. 120/- per Equity Share. The Anchor investor price was finalized at Rs. 120/- per Equity Share. A total of 8,40.000 shares were allocated under the Anchor Investor Portion aggregating to Rs. 10,08,00,000.

The Offer has received 1,923 applications (before rejections and bids not banked) for 3,375,600 Equity Shares (Including Market Maker Application of 153600 Equity Shares) resulting in 1.56 times subscription.

The details of the applications received in the Offer from Retail Individual Investors, Non-lnstitutional Investors. Qualified Institutional Buyers and Market Maker (before and after technical rejections & withdrawal) are as follows

ALLOCATION: The Basis of Allotment was finalized in consultation with the Stock Exchange i e NSE Limited on February 20, 2025.

Allocation to Market Maker (After Technical Rejections): The Basis of Allotment to the Market Maker, at the Offer price of Rs. 120/- per Equity Share was finalised consultation with NSE, The category was subscribed by 1 time. The total number of shares allotted in this category is 153,600 Equity shares in full out of reserved portion of 153,600 Equity Shares.

B. Allocation to Retail Individual Investors (After Technical Rejections): The Bass of Allotment to the Retail Individual Investors at the Offer price of Rs. 120/- per Equity Share, was finalized in consultation with NSE. The category was subscribed by 2,12264 times. The total number of shares allotted In this category is 1,017,600 Equity shares (includes spilled over of 16,800 Equity Shares from NIB Category) out o1 reserved portion of 10,00,800 Equity Shares.

C. Allocation to Qualified Institutional Buyers (After Technical Rejections): Allotment to QIBs who have Bid at the Offer Price of Rs. 120/- per Equity Share or above has been done on a proportionate basis in consultation with the NSE The category has been subscribed to the extent of 1.0M12 times of QIB Portion As pr the SEBI Regulations, Mutual Funds were Allotted 5% of the Equity Shares of QlB Portion available i.e., Nil Equity Shades and other QlBs and unsatisfied demand of Mutual Funds were Allotted the remaining available Equity Shares i.e., 582,000 Equity Shares (Includes spilled over of 50,400 Equity Shares from CUB MF & NIB categories) on a proportionate basis The total number of Equity Shares Allotted in the QIB Portion is 582,000 Equity Shares which were allotted to 3 successful QIB Investors The category-wise details of the Basis of Allotment are as under

D. Allocation to Non- Institutional Investors (After Technical Rejections): The Basis of Allotment to the Non-Retail Individual Investors, at the Offer price of Rs. 120/- per Equity Share, was finalized in consultation with NSE. The category was subscribed by 0,91375 times. The total number of shares slotted in this category is 406.800 Equity shares out of reserved portion of 4,45,200 Equity Shares

Unsubscribed portion of 38,400 Equity Shares spilled over to QIB and Retail Categories in the ratio of 50:35.