Pentacle Consultants IPO

Easy to miss in the prospectus

• The draft prints two FY26 EBITDA figures under the same stated definition: ₹333.50 million in the summary of restated consolidated financial information and ₹330.61 million in the key performance indicator table. This record carries ₹33.06 Cr, which is the figure the disclosed 36.04% margin is struck on. FY25 and FY24 agree across both tables at ₹142.65 million and ₹57.09 million.
• There are two profit lines and the record uses both. Profit after tax including non-controlling interests was ₹28.86 Cr in FY26; attributable to the owners of the company it was ₹28.39 Cr, and that is the figure in the financials table here. The disclosed PAT margin of 31.46% and the disclosed return on equity of 49.11% are both struck on the total including non-controlling interests.
• Two return measures appear and they are not comparable. The 38.55% recorded here is the return on net worth from the Basis for Offer Price section, computed on closing net worth as the draft's own note states. The separate return on equity of 49.11% in the KPI table is computed on average total equity including non-controlling interests, which is why the two differ so widely. The FY25 and FY24 pairs are 24.90% against 28.68% and 9.15% against 9.82%.
• The disclosed debt to equity ratio of 0.24 is total borrowings over total equity including non-controlling interests, which was ₹75.13 Cr at 31 March 2026. Measured against net worth as the draft defines it, ₹18.40 Cr over ₹73.63 Cr gives 0.25.
• Part of FY26's profit is not operating. Other income was ₹6.49 Cr for the year, of which ₹3.81 Cr was profit on the sale of fixed assets and ₹1.17 Cr an unrealised foreign exchange gain. EBITDA as the draft defines it excludes other income; profit after tax does not.
• The order book is stated two ways in the same document. The business section and risk factor 4 both put the consolidated order book at approximately ₹246.81 Cr as of the date of the draft; the commissioned CARE industry report inside it puts the company's order book at ₹418.95 Cr as of FY26 and ₹423.42 Cr as on 16 September 2026.
• The equity base was rebuilt immediately before the filing. A bonus issue capitalising ₹41.77 Cr of reserves was approved by the board and shareholders on 27 and 31 August 2026, and on 19 September 2026 the company allotted 16,82,363 shares at ₹91 each for consideration other than cash, swapped for 33,50,000 SIDL shares. Earnings per share for all three years is stated after giving retrospective effect to the bonus.
• Weighted average cost of acquisition, as certified: ₹0.03 a share for Pallavi Mahendra More, the promoter selling shareholder, and ₹0.04 for Mahendra Pundalik More. Across all shares transacted the weighted average is ₹5.62 over the last one year and ₹7.37 over three years.
• Post-offer shareholding is left as a placeholder throughout the draft, so only the pre-offer capital of 4,35,66,408 shares is recorded here.
• Pallavi Mahendra More holds 41.30% of pre-offer capital, is the only selling shareholder and is named a promoter, but she is not on the board. The eight-member board has one executive director, three non-executive directors and four independent directors.
• Tejal Anil Diggikar is both a non-executive director and the second-largest public shareholder, at 5.96% of pre-offer capital. Brightful Commercial Private Limited, at 6.95%, is the largest holder outside the promoters.
• The three 0.11% holders - Vidya Chetan Pathare, Meena Kisan Bhadane and Raghunath Taru Aher - are promoter-group members rather than promoters. The 70.79% recorded as pre-issue promoter holding is the three promoters alone; the promoter group adds 0.32%.
• For a consultancy, most of the cost base sits outside payroll: other expenses were ₹45.42 Cr in FY26 against employee benefit expenses of ₹12.96 Cr. The draft states the company engages contract staff, retainers and sub-consultants depending on project requirements, and that its foreign subsidiaries engage sub-consultants in the UAE.
• Employee benefit expense did not track headcount. It was ₹9.10 Cr in FY24, fell to ₹8.25 Cr in FY25 and rose to ₹12.96 Cr in FY26, while permanent employees went from 35 to 52 to 63 across the same year-ends.
• The draft states that it believes there are no listed entities of comparable size and business model in India or abroad, so it carries no listed-peer table and neither does this record. The unlisted comparison it does offer - against Dhruv Consultancy Services and Aarvee Engineering Consultants - comes from a CARE report commissioned by the company for this offer, as do the industry sizing and the order-book ranking.
• The restated consolidated financial information runs to FY24, FY25 and FY26 only; the draft carries no stub period after 31 March 2026.
• The offer is being made under Regulation 6(1) of the SEBI ICDR Regulations, and the allocation recorded here is the statutory split the draft states: not more than 50% of the net offer to qualified institutional buyers, not less than 15% to non-institutional bidders and not less than 35% to retail individual bidders.