Bharat Coking IPO

Objects of the Offer

• Utilize its resources effectively to sustain and expand operations, driving growth and maximizing efficiency.

• Transform discontinued mines into profitable ventures through resource monetization, and strategic repurposing.

• Monetize, modernize, and renovate its washeries.

• Implement energy conservation methods to enhance operational efficiency and reduce environmental impact.

• Leverage its resources in the Jharia coalfields to drive growth.

• Explore opportunities in coal bed methane projects to harness untapped energy resources.

• Largest coking coal producer in India with access to large reserves.

• Strategically located mines with large washeries.

• Well positioned to capitalize on demand for coking coal in India.

• Strong parentage of Coal India Limited.

• Consistent track record of growth and financial performance.

• Experienced management team supported by committed employee base.

• Information relating to its reserve and resource base included in this Red Herring Prospectus are estimates, and the company`s actual production, revenues and expenditure with respect to its reserves and resources may differ materially from these estimates. Additionally, certain reserve and resource base information provided in this Red Herring Prospectus has been prepared and classified in accordance with Indian Standard Procedure guidelines (the "ISP Guidelines"), which has not been audited by SRK Mining Services (India) Private Limited ("SRK") and differs from international standards.

• The company`s mines and washeries are concentrated in Jharia, Jharkhand and Raniganj, West Bengal and the eventual exhaustion of coal reserves in these areas or its inability to successfully exploit existing reserves may adversely affect the company`s business, results of operations, financial conditions and cash flows.

• A significant portion of its revenues is derived from production of raw coking coal, which accounted for 77.20%, 74.13%, 75.72%, 75.75% and 74.79% of the company`s revenue from operations in the six months period ended September 30, 2025 and 2024 and Fiscals 2025, 2024 and 2023, respectively. Any decline in demand for raw coking coal could have an adverse impact on its business, results of operations, financial condition and cash flows.

• The companyn has certain contingent liabilities that have been disclosed in the Restated Financial Information (Rs. 35,985.90 million as of September 30, 2025), which if materialize, may adversely affect its business, results of operations, financial condition and cash flows.

• The company is dependents upon the pricing and continued supply of raw materials, the costs and supply of which can be subject to significant variation due to factors outside its control.

• The company`s business largely depends upon its top 10 customers which accounted for 83.89%, 82.46%, 88.88%, 80.79% and 83.10% of the company`s revenue from operations in the six months period ended September 30, 2025 and 2024 and Fiscals 2025, 2024 and 2023, respectively. The loss of any of these customers could have an adverse effect on its business, financial condition, results of operations and cash flows.

• The company depends on a limited number of vendors to provide contractual services and any disruptions in their supply of services could adversely affect its business, results of operations, financial condition and cash flows.

• A portion of its coal production and coal handling operations are conducted through third party contractors which exposes it to fluctuations in contractual costs and risks relating to the quality of their services.

• The company is a wholly-owned subsidiary of Coal India Limited and the company rely on the support and resources provided by Coal India Limited. Any misalignment in strategic priorities or changes in Coal India Limited`s overall strategy could affect its long-term planning and operational stability and may have an adverse impact on the company`s business, results of operations, financial conditions and cash flows

• The company`s ability to negotiate coal distribution and allocation is significantly influenced by the regulatory framework established by the Government of India under the New Coal Distribution Policy.

• The company`s business is dependent on the performance of certain industries particularly, the power and steel industries. Any adverse changes in the conditions affecting these industries can adversely impact its business, results of operations, financial condition and cash flows.

• The company`s mining operations involve activities which are inherently hazardous in nature and could result in a suspension of operations and/or the imposition of civil or criminal liabilities which could adversely affect its business, results of operations, cash flow and financial condition.

• The company`s inability to collect receivables in time or at all and default in payment from its customers could result in the reduction of the company`s profits and affect its cash flows.

• If the price of imported coal decreases, or the effective price of its coal to the company`s customers increases, the company`s customers may elect to meet a larger proportion of their coal requirements from imported coal rather than coal sourced from it. Further, most of the coking coal produced by it is low grade which is used primarily in the power generation sector.

• The company`s coal mining operations are subject to various operating risks, which could result in materially increased operating expenses and decreased production levels and could adversely affect the company`s business, results of operations, financial conditions and cash flows.

• The company`s business is manpower intensive. The company`s business may be adversely affected by work stoppages, increased wage demands by its employees, or an increase in minimum wages, and if the company is unable to engage new employees at commercially attractive terms.

• The company does not maintain insurance coverage in accordance with applicable industry standards and its insurance coverage may not be adequate or the company may incur uninsured losses or losses in excess of its insurance coverage which could have an adverse impact on the company`s business, results of operations, financial condition and cash flows.

• The company is subject to several labour legislations and regulations governing welfare, benefits and training of our employees. Any increase in wage and training costs could adversely affect its business, financial condition and cash flows.

• The company`s executive employees are seconded from Coal India Limited and the terms of their secondment may be altered at any time, which may have an adverse impact on its business, results of operations, financial conditions and cash flows.

• The company does not have access to records and data pertaining to certain historical legal and secretarial information in relation to certain disclosures. Further, there are certain discrepancies in the records available with us.

• The company is exposed to risks arising from evolving environmental, social and climate related requirements and policies in relation to coal and mining activities which may lead to reduced demand of coal, and may have an adverse impact on its business, results of operations, financial condition and cash flows

• The company is dependents upon its equipment and machinery infrastructure, which is subject to disruption, damage, failures and risks associated with maintenance, upgrade and integration. Any failures to effectively maintain or upgrade its equipment and machinery infrastructure may have an adverse impact on the company`s business, results of operations, financial conditions and cash flows.

• The Company, Corporate Promoter, SMPs and KMPs are involved in certain legal and regulatory proceedings. Any adverse decision in such proceedings may have an adverse effect on its business, results of operations, financial conditions and cash flows.

• A significant part of its business transactions are with government entities or agencies, which may expose it to various risks, including additional regulatory scrutiny and delayed collection of receivables.

• In the past, the Company had been referred to the Board for Industrial and Financial Reconstruction ("BIFR") for the purpose of financial and operational restructuring. Any potential recurrence of financial challenges may have an adverse impact on its business, results of operations, financial conditions and cash flows.

• The company`s operations are sensitive to seasonal changes and seasonal variations such as monsoon or extreme temperatures can disrupt its mining activities which may have an adverse impact on its business, results of operations, financial conditions and cash flows.

• The company has entered into agreements with private players to restore operations in discontinued underground mines through the Mine Developer and Operator ("MDO") model on a revenue-sharing basis. Any misalignment in objectives, operational strategies, or execution timelines between it and the MDOs could lead to suboptimal outcomes and negatively impact the company`s overall business performance.

• The company faces a risk of reduced demand of its coal due to the emergence of renewable energy as an alternative source of energy. Significant shift towards sustainable energy solutions may have an adverse impact on its business, results of operations, financial conditions and cash flows.

• If the assumptions underlying the company`s reclamation and mine closure obligations are materially inaccurate, the company`s costs could be significantly greater than anticipated.

• The company operates in a competitive environment which could have an adverse effect on its business, results of operations, financial conditions and cash flows.

• The company is subject to trade union activity, and labor disputes could lead to lost production and/or increased costs which may have an adverse impact on its business, results of operations, financial conditions and cash flows.

• Except for Sanoj Kumar Jha and Arun Kumar Oraon, none of its Directors currently possess experience of being on the board of any Indian listed company in India.

• The company has capital expenditure requirements and may require financing in the future and its operations could be curtailed if the company is unable to obtain the required financing when needed.

• The company`s business requires working capital. Any failures in arranging adequate working capital for our operations may adversely affect itsr business, results of operations, cash flows and financial condition.

• The company has significant power and fuel requirements and any disruption to power or fuel sources could increase the costs of its operations and adversely affect the company`s business, results of operations, financial condition and cash flows.

• The company`s operations are regulated by the Government of India, State Governments and various statutory and regulatory authorities. The compliance requirements and costs associated with existing statutory and regulatory requirements and adverse regulatory or policy developments can have an adverse impact on its operations.

• If the Government of India ("GoI") demarcates certain coal-bearing forest areas in India into various categories which includes a category in which mining activities are prohibited, the company`s business, results of operations, financial conditions and cash flows may be adversely affected.

• Any failures of its information technology systems and tools could adversely affect the company`s business, results of operations, financial conditions and cash flows.

• Extensive governmental regulation relating to employee safety and health impose significant costs. A violation of health and safety requirements and the occurrence of accidents could disrupt its operations and increase operating costs.

• Changes in taxation or other governmental policies relating to coal or related sectors may adversely affect the pricing, demand, or profitability of the company`s coking coal operations.

• Failures to obtain or renew approvals, licenses, registrations and permits to operate the company`s business in a timely manner, or at all, may adversely affect its business, financial condition, results of operations and cash flows

• Any shortage in the availability or the reliability of transportation infrastructure and capacities for the offtake of the company`s coal may adversely affect its business, results of operations, financial conditions and cash flows.

• The company is wholly-owned by Coal India Limited and controlled by the Government of India, which makes it susceptible to changes to the policies of Government of India and allows it to exercise significant influence over it. Further, the Government of India could require it to take actions aimed at serving the public interest, which may not necessarily be profitable or financially feasible

• The average cost of acquisition of Equity Shares by the company`s Corporate Promoter (also the Promoter Selling Shareholder) may be less than the Offer Price.

• The company does not own its corporate trademark, name or logo, and the company`s logo and name have not been registered as trademarks. Accordingly, the company`s ability to use its name or logo may be impaired. If the company is unable to protect its intellectual property rights, the company`s business, results of operations and financial condition may be adversely affected. As part of our operations, the company might infringe upon the intellectual property rights of others and any misappropriation of its intellectual property could harm the company`s competitive position.

• The Jharia and Raniganj coalfields are susceptible to coal fires and land subsidence and pose a serious environmental, health and safety risk. Extinguishing mine fires can be dangerous and may not always be economically feasible, and such mine fires are unlikely to be suppressed by rainfall. Further, if the company is unable to implement the rehabilitation plans within the stipulated time frame or within the approved amounts, we may incur additional costs. While the tenure of the said Jharia Master Plan has expired, a revised master plan has been prepared and approved by the Cabinet Committee on Economic Affairs. Any diversion of its resources for the implementation of the Jharia Master Plans may have an adverse effect on the company`s business, results of operations, financial conditions and cash flows.

• Non-compliance with and adverse changes in applicable health, safety, labour and environmental laws may adversely affect the company`s business, cash flows, results of operations and financial condition.

• The Company may not be in compliance with certain provisions of the SEBI Listing Regulations and the Companies Act, as may be applicable in relation to the composition of its Board of Directors and Audit Committee and terms of reference of the Audit Committee and the Nomination and Remuneration Committee as the company is controlled by the GoI.

• The Company may not be in compliance with certain provisions of the SEBI Listing Regulations, SEBI ICDR Regulations and the Companies Act, as may be applicable in relation to the composition of the Nomination and Remuneration Committee and constitution of a committee of independent directors as the company iscontrolled by the GoI.

• The company`s inability to effectively manage its growth or implement the company`s growth strategies may have an adverse effect on its business, results of operations, financial condition and cash flows.

• If the company is unable to recruit and retain senior management, qualified and skilled personnel, the company`s business and its ability to operates or grow its business may be adversely affected.

• The company`s Corporate Promoter will continue to have a significant shareholding in the Company after the Offer and its interests may differ from those of the other shareholders.

• The company`s coal mining operations have been adversely affected by illegal mining and pilferage of coal from its mines.

• The Company accounts are subject to a supplementary audit by the office of the Comptroller and Auditor General of India, and any qualifications in their report on the company`s financial statements could adversely affect the trading price its Equity Shares.

• The company`s Statutory Auditors have included certain emphasis of matters and other matters in their audit report for the audited financial statements for Fiscal 2025, 2024 and 2023.

• Any delay in payment of statutory dues by the company in future, may result in the imposition of penalties and in turn may have an adverse effect on its business, financial condition, results of operation and cash flows.

• Any negative publicity relating to `Coal India Limited` brand could adversely affect its business prospects and financial performance.

• The company is susceptible to inherent risks associated with coal bed methane ("CBM") projects, which may have an adverse impact on its business, results of operations, financial conditions and cash flows.

• The company has entered into related party transactions in the past and may continue to do so in the future. Such future related party transactions may potentially involve conflicts of interest.

• The company will not receive any proceeds from the Offer for Sale.

• The company`s financing arrangement consist of certain restrictive covenant. Such restrictive covenants may restrict its ability to raise funds.

• The company`s ability to pay dividends in the future will depend upon its future earnings, financial condition, cash flows, working capital requirements and capital expenditures and the terms of the company`s financing arrangements.

• Certain sections of this Red Herring Prospectus disclose information from the CRISIL Report which is a paid report and commissioned and paid for exclusively in connection with the Offer and any reliance on such information for making an investment decision in the Offer is subject to inherent risks.

• Internal or external fraud or misconduct by its employees could adversely affect the company`s reputation and its results of operations

• Failures in internal control systems could cause operational errors which may have an adverse effect on its reputation, business, results of operations, financial condition and cash flows.

• The company has included in this Red Herring Prospectus certain non-GAAP financial measures and certain other industry measures related to its operations and financial performance. These non-GAAP measures and industry measures may vary from any standard methodology that is applicable across the industry, and therefore may not be comparable with financial or industry related statistical information of similar nomenclature computed and presented by other companies.

• The company does not have title deeds and documents for some of its immovable properties including the company`s Registered And Corporate Office as a result of which its operations may be impaired.