RED HERRING PROSPECTUS

Dated: August 31, 2024

Please read Section 32 of the Companies Act, 2013
(This Red Herring Prospectus will be updated upon filing with the RoC)
100% Book Built Offer

(Please scan this QR Code to view this Red Herring Prospectus)

SHREE TIRUPATI BALAJEE AGRO TRADING COMPANY LIMITED

CORPORATE IDENTITY NUMBER: U25204MP2001PLC014855
REGISTERED OFFICE CORPORATE OFFICE CONTACT PERSON TELEPHONE & WEBSITE
E-MAIL
E-34, H.I.G, RaviShankar
Rishika Singhai +91 731-4217400
Plot No.192, Sector 1, Pithampur, Dhar – Nagar, Near LIG Square,
Company Secretary and info@tirupatibalajee www.tirupatibalajee.net
454 775, Madhya Pradesh, India Indore - 452 010 Madhya
Compliance Officer .net
Pradesh, India
OUR PROMOTER: BINOD KUMAR AGARWAL
DETAILS OF OFFER
Type Fresh Issue Offer for Total Offer Size Eligibility
Sale
Up to
56,90,000
Up to 1,47,50,000 Up to 2,04,40,000 Equity Shares of The Offer is being made pursuant to Regulation 6(1) of the SEBI ICDR
Fresh Issue and an Offer Equity
Equity Shares face value of ₹10 each (“Equity Regulations. For details in relation to share reservation among
for Sale Shares
aggregating up to ₹ [●] Shares”) aggregating upto ₹ [●] Qualified Institutional Buyers, Non-Institutional Investors, Retail
aggregatin
lakhs lakhs Individual Investors see “Offer Structure” on page 403
g up to ₹
[●] lakhs
DETAILS OF OFFER FOR SALE BY THE SELLING SHAREHOLDER
Name of Selling Shareholder Category of shareholder Number of Equity Shares offered / Weighted Average cost of acquisition (in ₹ per
amount (in Lakhs) Equity Share) *
Binod Kumar Agarwal Promoter Up to 56,90,000 Equity Shares 0.00
aggregating up to ₹ [●] lakhs
*As certified by the M.S. Dahiya & Co., Chartered Accountants pursuant to their certificate dated August 30, 2024
RISK IN RELATION TO THE FIRST OFFER
This being the first public issue of Equity Shares of our Company, there has been no formal market for the Equity Shares. The face value of the Equity Shares is ₹ 10 each. The Offer
Price, Floor Price and Cap Price determined by our Company and the Selling Shareholder in consultation with the BRLMs and on the basis of the assessment of market demand for
the Equity Shares by way of Book Building Process as stated in “Basis for the Offer Price” on page 133 should not be considered to be indicative of the market price of the Equity
Shares after the Equity Shares are listed. No assurance can be given regarding an active and/or sustained trading in the Equity Shares nor regarding the price at which the Equity
Shares will be traded after listing
GENERAL RISK
Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in the Offer unless they can afford to take the risk of losing their
entire investment. Investors are advised to read the risk factors carefully before taking an investment decision in the Offer. For taking an investment decision, investors must rely on
their own examination of our Company and the Offer, including the risks involved. The Equity Shares in the Offer have not been recommended or approved by the Securities and
Exchange Board of India (“SEBI”), nor does SEBI guarantee the accuracy or adequacy of the contents of this Red Herring Prospectus. Specific attention of the investors is invited to
“Risk Factors” beginning on page 36.
OUR COMPANY’S AND SELLING SHAREHOLDER’S ABSOLUTE RESPONSIBILITY
Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Red Herring Prospectus contains all information with regard to our Company
and the Offer, which is material in the context of the Offer, that the information contained in this Red Herring Prospectus is true and correct in all material aspects and is not misleading
in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Red Herring Prospectus
as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect. Further, the Selling Shareholder accepts responsibility
for and confirms that the statements made or confirmed by such Selling Shareholder in this Red Herring Prospectus to the extent of information specifically pertaining to him and his
portion of the Equity Shares offered in the Offer for Sale and assume responsibility that such statements are true and correct in all material respects and not misleading in any material
respect.
LISTING
The Equity Shares offered through the Red Herring Prospectus are proposed to be listed on the Stock Exchanges being NSE and BSE. For the purposes of the Offer, the Designated
Stock Exchange shall be NSE.
DETAILS OF BOOK RUNNING LEAD MANAGERS (“BRLMs”)
Logo Name Contact Person Telephone Email

PNB Investment Services Shivani Tapadia/Shoaib +91 8551057370/+91

mbd@pnbisl.com
Limited Hossain 8087398828

Unistone Capital Private

Brijesh Parekh +91 22-46046494 mb@unistonecapital.com
Limited

DETAILS OF REGISTRAR TO THE OFFER

Logo Name Contact Person Telephone Email
Link Intime India Private
Shanti Gopalkrishnan +91 8108114949 shreetirupatibalajee.ipo@linkintime.co.in
Limited
BID/ OFFER PERIOD
ANCHOR Thursday,
BID/ OFFER BID/ OFFER
INVESTOR BID/ Wednesday, September 04, 2024* September 05, Monday, September 09, 2024**
OPENS ON CLOSES ON
OFFER PERIOD 2024
*Our Company and the Selling Shareholders may, in consultation with the BRLMs, consider participation by Anchor Investors in accordance with the SEBI ICDR Regulations.
The Anchor Investor Bidding Date shall be one Working Day prior to the Bid/Offer Opening Date.
**Our Company and the Selling Shareholder may in consultation with the BRLMs, decide to close the Bid/Offer Period for QIBs one Working Day prior to the Bid/Offer Closing Date, in accordance
with the SEBI ICDR Regulations
The UPI mandate end time and date shall be at 5:00 pm on the Bid/Offer Closing Date.
 RED HERRING PROSPECTUS
Dated: August 31, 2024
Please read Section 32 of the Companies Act, 2013
(This Red Herring Prospectus will be updated upon filing with the RoC)
100% Book Built Offer

SHREE TIRUPATI BALAJEE AGRO TRADING COMPANY LIMITED

Our Company was originally incorporated as ‘Shree Tirupati Balajee Agro Trading Company Private Limited’, as a private limited company under the provisions of Companies Act, 1956, pursuant to certificate of
incorporation dated October 23, 2001 issued by the Registrar of Companies, Madhya Pradesh and Chattisgarh. Upon the conversion of our Company into a public limited company, pursuant to the approval accorded
by our Shareholders at their Extra-Ordinary General Meeting held on November 20, 2023, the name of our Company was changed to “Shree Tirupati Balajee Agro Trading Company Limited” and a fresh certificate
of incorporation consequent upon change of name upon conversion to public limited company was issued to our Company by the RoC on November 21, 2023. For details relating to the changes in registered office
of our Company, see the section titled “History and Certain Corporate Matters” on page 224.
Registered Office: Plot No.192, Sector 1, Pithampur, Dhar – 454 775, Madhya Pradesh, India; Corporate Office: E-34, H.I.G, RaviShankar Nagar, Near LIG Square, Indore
- 452 010 Madhya Pradesh, India; Tel: +91 731-4217400; Website:www.tirupatibalajee.net;
Contact Person: Rishika Singhai, Company Secretary and Compliance Officer; Email: info@tirupatibalajee.net;
Corporate Identity Number: U25204MP2001PLC014855
OUR PROMOTER: BINOD KUMAR AGARWAL
INITIAL PUBLIC OFFERING OF UP TO 2,04,40,000 EQUITY SHARES OF FACE VALUE OF ₹ 10 EACH (“EQUITY SHARES”) OF SHREE TIRUPATI BALAJEE AGRO TRADING COMPANY LIMITED
(“OUR COMPANY” OR THE “ISSUER”) FOR CASH AT A PRICE OF ₹ [●] PER EQUITY SHARE (INCLUDING A PREMIUM OF ₹ [●] PER EQUITY SHARE) (“OFFER PRICE”) AGGREGATING UP TO ₹
[●] LAKHS. THE OFFER COMPRISES OF FRESH ISSUE OF UP TO 1,47,50,000 EQUITY SHARES AGGREGATING UP TO ₹ [●] LAKHS (“FRESH ISSUE”) AND AN OFFER FOR SALE OF UP TO 56,90,000
EQUITY SHARES BY OUR SELLING SHAREHOLDER AGGREGATING UP TO ₹ [●] LAKHS (“OFFER FOR SALE”) (THE “OFFER FOR SALE”, AND TOGETHER WITH THE FRESH ISSUE, THE
“OFFER”). THE OFFER WILL CONSTITUTE [●] % OF OUR POST-OFFER PAID-UP EQUITY SHARE CAPITAL OF OUR COMPANY.
THE FACE VALUE OF EQUITY SHARES IS ₹ 10 EACH. THE PRICE BAND AND THE MINIMUM BID LOT WILL BE DECIDED BY OUR COMPANY AND THE SELLING SHAREHOLDER IN
CONSULTATION WITH THE BOOK RUNNING LEAD MANAGERS (“BRLMS”) AND WILL BE ADVERTISED IN ALL EDITIONS OF FINANCIAL EXPRESS, AN ENGLISH NATIONAL DAILY
NEWSPAPER, ALL EDITIONS OF JANSATTA, A HINDI NATIONAL DAILY NEWSPAPER AND ALL EDITION OF PEOPLES SAMACHAR, A HINDI NEWSPAPER, HINDI BEING THE REGIONAL
LANGUAGE OF MADHYA PRADESH, WHERE OUR REGISTERED OFFICE IS LOCATED, WITH WIDE CIRCULATION, AT LEAST TWO WORKING DAYS PRIOR TO THE BID/OFFER OPENING
DATE AND SHALL BE MADE AVAILABLE TO BSE LIMITED AND NATIONAL STOCK EXCHANGE OF INDIA LIMITED (THE “STOCK EXCHANGES”) FOR THE PURPOSE OF UPLOADING ON
THEIR RESPECTIVE WEBSITES IN ACCORDANCE WITH THE SEBI ICDR REGULATIONS.
In case of any revision in the Price Band, the Bid/Offer Period will be extended by at least three additional Working Days after such revision in the Price Band, subject to the Bid/Offer Period not exceeding 10
Working Days. In cases of force majeure, banking strike or similar unforeseen circumstances, our Company and the Selling shareholder may, in consultation with Book Running Lead Managers, for reasons to be
recorded in writing, extend the Bid/Offer Period for a minimum of one Working Day, subject to the Bid/Offer Period not exceeding 10 Working Days. Any revision in the Price Band and the revised Bid/Offer
Period, if applicable, will be widely disseminated by notification to the Stock Exchanges, by issuing a public notice, and also by indicating the change on the website of the Book Running Lead Managers and at
the terminals of the Syndicate Members and by intimation to Designated Intermediaries and the Sponsor Bank, as applicable.
The Offer is being made through the Book Building process in terms of Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as amended, read with Regulation 31 of the Securities and Exchange
Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (“SEBI ICDR Regulations”). The Offer is being made through the Book Building Process, in compliance with
Regulation 6(1) of the SEBI ICDR Regulations, wherein not more than 50% of the Offer shall be available for allocation on a proportionate basis to Qualified Institutional Buyers (the “QIBs”) (the “QIB
Category”), provided that our Company, in consultation with the BRLMs, may allocate up to 60% of the QIB Category to Anchor Investors, on a discretionary basis (the “Anchor Investor Portion”). One-third
of the Anchor Investor Portion shall be reserved for domestic Mutual Funds, subject to valid Bids being received from domestic Mutual Funds at or above the price at which allocation is made to Anchor Investors.
5% of the QIB Category (excluding the Anchor Investor Portion) shall be available for allocation on a proportionate basis to Mutual Funds only, and the remainder of the QIB Category shall be available for
allocation on a proportionate basis to all QIBs, including Mutual Funds, subject to valid Bids being received from them at or above the Offer Price. Further, not less than 15% of the Offer shall be available for
allocation to Non-Institutional Bidders, of which (a) one-third portion shall be reserved for applicants with application size of more than ₹ 200,000 and up to ₹ 10,00,000; and (b) two-thirds portion shall be reserved
for applicants with application size of more than ₹ 10,00,000, provided that the unsubscribed portion in either of such sub-categories may be allocated to applicants in the other sub-category of Non-Institutional
Bidders, subject to valid Bids being received at or above the Offer Price and not less than 35% of the Offer will be available for allocation to Retail Individual Bidders, in accordance with the SEBI ICDR
Regulations, subject to valid Bids being received at or above the Offer Price. All Bidders, other than the Anchor Investors, are mandatorily required to participate in this Offer only through an Application Supported
by Blocked Amount (“ASBA”) process, providing details of their respective bank accounts (including UPI ID for UPI Bidders using UPI Mechanism) in which the Bid amount will be blocked by the Self Certified
Syndicate Banks (“SCSBs”) or by the Sponsor Bank. The Anchor Investors are not permitted to participate in the Anchor Investor Portion through the ASBA process. For further details, please see “Offer
Procedure” on page 407.
RISK IN RELATION TO THE FIRST OFFER
This being the first public issue of Equity Shares of our Company, there has been no formal market for the Equity Shares. The face value of the Equity Shares is ₹ 10. The Offer Price, Floor Price and Cap Price
determined by our Company and the Selling Shareholder in consultation with the BRLMs and on the basis of the assessment of market demand for the Equity Shares by way of Book Building Process as stated in
“Basis for the Offer Price” on page 133 should not be considered to be indicative of the market price of the Equity Shares after the Equity Shares are listed. No assurance can be given regarding an active and/or
sustained trading in the Equity Shares nor regarding the price at which the Equity Shares will be traded after listing.
GENERAL RISK
Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in the Offer unless they can afford to take the risk of losing their investment. Investors are
advised to read the risk factors carefully before taking an investment decision in the Offer. For taking an investment decision, investors must rely on their own examination of our Company and the Offer, including
the risks involved. The Equity Shares in the Offer have not been recommended or approved by the Securities and Exchange Board of India (“SEBI”), nor does SEBI guarantee the accuracy or adequacy of the
contents of this Red Herring Prospectus. Specific attention of the investors is invited to “Risk Factors” beginning on page 36.
OUR COMPANY’S AND SELLING SHAREHOLDER’S ABSOLUTE RESPONSIBILITY
Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Red Herring Prospectus contains all information with regard to our Company and the Offer, which is material
in the context of the Offer, that the information contained in this Red Herring Prospectus is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions
expressed herein are honestly held and that there are no other facts, the omission of which makes this Red Herring Prospectus as a whole or any of such information or the expression of any such opinions or
intentions misleading in any material respect. Further, the Selling Shareholder accepts responsibility for and confirms that the statements made or confirmed by the Selling Shareholder in this Red Herring Prospectus
to the extent of information specifically pertaining to him and his portion of the Equity Shares offered in the Offer for Sale and assume responsibility that such statements are true and correct in all material respects
and not misleading in any material respect.
LISTING
The Equity Shares offered through the Red Herring Prospectus are proposed to be listed on the Stock Exchanges. Our Company has received ‘in-principle’ approvals from BSE and NSE for the listing of the Equity
Shares pursuant to their letters dated June 18, 2024 and June 18, 2024 respectively. For the purposes of the Offer, the Designated Stock Exchange shall be NSE. A signed copy of the Red Herring Prospectus and
the Prospectus shall be filed with the RoC in accordance with Sections 26(4) and 32 of the Companies Act, 2013. For details of the material contracts and documents available for inspection from the date of the
Red Herring Prospectus until the Bid/ Offer Closing Date, please see “Material Contracts and Documents for Inspection” beginning on page 466.
BOOK RUNNING LEAD MANAGERS (“BRLMs”) REGISTRAR TO THE OFFER

PNB INVESTMENT SERVICES LIMITED UNISTONE CAPITAL PRIVATE LIMITED LINK INTIME INDIA PRIVATE LIMITED
PNB Pragati Towers, 2nd Floor, Plot No. C-9, G-Block, A 305, Dynasty Business Park, Andheri Kurla Road, C-101, 247 Park, L.B.S Marg, Vikhroli West,
Bandra Kurla Complex, Bandra (E), Mumbai – 400 051, Andheri East, Mumbai- 400 059, Maharashtra, India Mumbai-400083, Maharashtra, India
Maharashtra, India
Tel: +91 8551057370/+91 8087398828 Tel: +91 22-46046494 Telephone: +91 8108114949
Email: mb@unistonecapital.com Email: shreetirupatibalajee.ipo@linkintime.co.in
Email: mbd@pnbisl.com
Website: www.unistonecapital.com Investor grievance email: shreetirupatibalajee.ipo@linkintime.co.in
Website: www.pnbisl.com
Investor grievance email: compliance@unistonecapital.com Website: www.linkintime.co.in
Contact Person: Shivani Tapadia/ Shoaib Hossain
Contact Person: Brijesh Parekh Contact Person: Shanti Gopalkrishnan
Investor grievance email: complaints@pnbisl.com
SEBI Registration No.: INM0000012449 SEBI Registration No.: INR000004058
SEBI Registration No.: INM000011617
BID/ OFFER PROGRAMME
ANCHOR INVESTOR BID/ OFFER PERIOD Wednesday, September 04, 2024*
BID / OFFER OPENS ON Thursday, September 05, 2024
BID / OFFER CLOSES ON Monday, September 09, 2024**
*Our Company and the Selling Shareholder may, in consultation with the BRLMs, consider participation by Anchor Investors in accordance with the SEBI ICDR Regulations. The Anchor Investor Bidding Date shall be one Working
Day prior to the Bid/Offer Opening Date.
**Our Company and the Selling Shareholder may, in consultation with the BRLMs, consider closing the Bid/Offer Period for QIBs one Working Day prior to the Bid/Offer Closing Date in accordance with the SEBI ICDR
Regulations. UPI mandate end time and date shall be at 5:00 pm on the Bid/offer Closing Date.
This page is intentionally left blank
 CONTENTS

SECTION I - GENERAL ..................................................................................................................................... 1

DEFINITIONS AND ABBREVIATIONS ............................................................................................................. 1
CERTAIN CONVENTIONS, USE OF FINANCIAL INFORMATION AND MARKET DATA AND
CURRENCY OF PRESENTATION .....................................................................................................................17
FORWARD LOOKING STATEMENTS..............................................................................................................21
SUMMARY OF THE OFFER DOCUMENT .......................................................................................................23

SECTION II – RISK FACTORS .......................................................................................................................36

SECTION III – INTRODUCTION ....................................................................................................................76

THE OFFER ..........................................................................................................................................................76
SUMMARY OF FINANCIAL INFORMATION .................................................................................................78
GENERAL INFORMATION ................................................................................................................................82
CAPITAL STRUCTURE ......................................................................................................................................92
OBJECTS OF THE OFFER ................................................................................................................................108
BASIS FOR OFFER PRICE ...............................................................................................................................133

SECTION IV - ABOUT OUR COMPANY .....................................................................................................147

INDUSTRY OVERVIEW ...................................................................................................................................147
OUR BUSINESS .................................................................................................................................................179
KEY INDUSTRY REGULATIONS AND POLICIES .......................................................................................215
HISTORY AND CERTAIN CORPORATE MATTERS ....................................................................................224
OUR MANAGEMENT .......................................................................................................................................231
OUR PROMOTER AND PROMOTER GROUP ................................................................................................249
OUR GROUP COMPANIES ..............................................................................................................................252
DIVIDEND POLICY ..........................................................................................................................................254

SECTION V – FINANCIAL INFORMATION ..............................................................................................255

RESTATED CONSOLIDATED FINANCIAL STATEMENTS ........................................................................255
OTHER FINANCIAL INFORMATION .............................................................................................................340
RELATED PARTY TRANSACTIONS ..............................................................................................................341
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS ....................................................................................................................................................342
CAPITALISATION STATEMENT ....................................................................................................................357
FINANCIAL INDEBTEDNESS .........................................................................................................................358

SECTION VI – LEGAL AND OTHER INFORMATION ............................................................................374

OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS..........................................................374
GOVERNMENT AND OTHER APPROVALS .................................................................................................379
OTHER REGULATORY AND STATUTORY DISCLOSURES ......................................................................384

SECTION VII - OFFER INFORMATION .....................................................................................................396

TERMS OF THE OFFER ....................................................................................................................................396
OFFER STRUCUTRE .........................................................................................................................................403
OFFER PROCEDURE ........................................................................................................................................407
RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES ...................................................428

SECTION VIII –DESCRIPTION OF EQUITY SHARES AND TERMS OF THE ARTICLES OF

ASSOCIATION .................................................................................................................................................429

SECTION IX – OTHER INFORMATION .....................................................................................................466

MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION .............................................................466
DECLARATION .................................................................................................................................................468
 SECTION I - GENERAL

DEFINITIONS AND ABBREVIATIONS

This Red Herring Prospectus uses certain definitions and abbreviations which, unless the context otherwise
indicates or implies, or unless otherwise specified shall have the meaning as provided below. References to any
legislation, act, regulation, rules, guidelines, policies, circulars, notifications, directions or clarifications shall be
to such legislation, act, regulation, rule, guideline, policies, circulars, notification, directions or clarifications as
amended, updated, supplemented, re-enacted or modified, from time to time, and any reference to a statutory
provision shall include any subordinate legislation made, from time to time, under such provision.

The words and expressions used in this Red Herring Prospectus but not defined herein shall have, to the extent
applicable, the same meaning ascribed to such terms in the SEBI ICDR Regulations, the Companies Act, the SCRA,
the Depositories Act and the rules and regulations made thereunder. Further, the Offer related terms used but not
defined in this Red Herring Prospectus shall have the meaning ascribed to such terms under the General
Information Document. In case of any inconsistency between the definitions given below and the definitions
contained in the General Information Document (as defined below), the definitions given below shall prevail.

Notwithstanding the foregoing, the terms used in “Industry Overview”, “Key Regulations and Policies”,
“Statement of Possible Special Tax Benefits”, “Financial Information”, “Basis for Offer Price”, “Outstanding
Litigation and Material Developments”, “Offer Procedure” and “Description of Equity Shares and Terms of the
Articles of Association” on pages 147, 215, 140, 255, 133, 374, 407 and 429 respectively, shall have the meaning
ascribed to such terms in the relevant sections.

General Terms

Term Description
“the Company”, or Unless the context otherwise requires, refers to Shree Tirupati Balajee Agro Trading
“our Company” or Company Limited, a company incorporated under the provisions of the Companies
“Issuer” or “the Issuer” Act, 1956 and having its registered office at Plot No.192, Sector 1, Pithampur, Dhar
– 454 775, Madhya Pradesh, India
“We”, “Us’ or “Our” Unless the context otherwise indicates or implies or refers to, our Company and our
Subsidiaries on a consolidated basis.

Company Related Terms

Term Description
Articles or Articles of The articles of association of our Company, as amended from time to time
Association or AoA
Audit Committee The audit committee of our Board, constituted in accordance with the applicable
provisions of the Companies Act, 2013 and the SEBI Listing Regulations, and as
described in “Our Management-Corporate Governance” on page 239
Auditor or Statutory The Statutory Auditor of our Company, namely, M. S. Dahiya & Co., Chartered
Auditor Accountants
Board or Board of The board of directors of our Company, as constituted from time to time
Directors
Managing Director Managing Director of our Company i.e. Binod Kumar Agarwal
CARE CARE Analytics and Advisory Private Limited
CARE Report/ Industry Research Report on “FIBC Industry – Global Flexible Intermediate Bulk
CareEdge Research Packaging Industry”, dated July 29, 2024, prepared and issued by CARE Analytics
and Advisory Private Limited (which is commissioned and paid for by us
exclusively for the purpose of confirming our understanding of the industry in which
we operate in connection with the Offer), available on our website at
www.tirupatibalajee.net
Chief Financial Officer/ Chief financial officer of our Company i.e. Nimisha Agrawal
CFO
Chairman Chairman of our Board is Binod Kumar Agarwal, or any other person as may be
unanimously appointed by the Board in a meeting
Company Secretary Company secretary and compliance officer of our Company, as described in “Our
and Compliance Officer Management” on page 231
Corporate Office The corporate office of our Company is E-34, H.I.G, Ravi Shankar Nagar, Near LIG

1
Term Description
Square, Indore – 452 010, Madhya Pradesh, India
Corporate Social The committee of the Board of directors constituted as our Company’s corporate
Responsibility social responsibility committee in accordance with Section 135 of the Companies
Committee/ CSR Act, 2013.
Committee
Director(s) The director(s) on the Board of our Company, as appointed from time to time
Equity Shares The equity shares of our Company of face value of ₹10 each fully paid up unless
otherwise specified in the context thereof.
Executive Director(s) / Executive director(s) or Whole-time Director(s) on our Board, as described in “Our
Whole-time Director(s) Management” on page 231
Group Companies The group companies of our Company, identified in terms of SEBI ICDR
Regulations and as disclosed in the section “Our Group Companies” on page 252
Independent Director(s) Independent director(s) on our Board, as described in “Our Management” on page
231
Key Managerial Key management/ managerial personnel of our Company in terms of the SEBI
Personnel/KMP ICDR Regulations and section 2(51) of the Companies Act, 2013, as applicable, and
as disclosed in “Our Management – Key Managerial Personnel” on page 245
Manufacturing Facilities Collectively, Unit I, Unit II, Unit III, Unit IV and Unit V
Materiality Policy Policy for identification of (a) Group Companies; (b) material outstanding civil
litigations proceedings of our Company, our Promoter and our Directors; and (c)
material creditors of the Company, pursuant to the disclosure requirements under
SEBI ICDR Regulations, as adopted by the Board through its resolution dated
November 22, 2023 and for the purposes of disclosure in this Red Herring
Prospectus and Prospectus and any addendum
Memorandum or The memorandum of association of our Company, as amended from time to time
Memorandum of
Association or MoA
Nomination, The Nomination, Remuneration and Compensation Committee of our Board,
Remunerationand constituted in accordance with the applicable provisions of the Companies Act, 2013
Compensation and the SEBI Listing Regulations, and as described in “Our Management- Corporate
Committee Governance” on page 239
Non-executive Non-executive director(s) of our Company, as described in “Our Management” on
Director(s) page 231
Promoter The Promoter of our Company being Binod Kumar Agarwal. For further details,
see “Promoter and Promoter Group” on page 249
Promoter Group Persons and entities constituting the promoter group of our Company, pursuantto
Regulation 2(1)(pp) of the SEBI ICDR Regulations, as disclosed in “Promoter and
Promoter Group” beginning on page 249
Selling Shareholder Binod Kumar Agarwal
Registered Office The Registered Office of our Company is located at Plot no. 192, Sector 1,
Pithampur, Dhar - 454 775, Madhya Pradesh, India
Registrar of Companies The Registrar of Companies, 3rd Floor, A Block, Sanjay Complex, Jayendra Ganj,
or RoC Gwalior-474 009, Madhya Pradesh, India
Restated Consolidated Restated consolidated financial information of our Company, with its Subsidiary for
FinancialStatements / the years ended March 31, 2024, March 31, 2023 and March 31, 2022 (prepared in
Restated Consolidated accordance with Ind AS read with Section 133 of the Companies Act, 2013) which
Financial Information comprises the restated consolidated balance sheet as of March 31, 2024, March 31,
2023 and March 31, 2022, the restated consolidated statement of profit and loss
(including other comprehensive income) for the years ended March 31, 2024, March
31, 2023 and March 31, 2022, the restated consolidated statement of changes in
equity, the restated consolidated statement of cash flows along with the Statement
of Significant Accounting Policies and other explanatory information for the years
ended March 31, 2024, March 31, 2023 and March 31, 2022, which have been
prepared specifically for inclusion in this Red Herring Prospectus in accordance with
Section 26 of Part I of Chapter III of the Companies Act, 2013, the SEBI ICDR
Regulations, and the Guidance Note on “Reports in Company Prospectuses (Revised
2019)” issued by the ICAI., as amended and restated in accordance with the SEBI
ICDR Regulations and included in “Restated Consolidated Financial Information”
on page 255

2
 Term Description
Senior Management Senior management / managerial personnel of our Company and as disclosed in
Personnels “Our Management – Senior Management Personnel” on page 246
Shareholders The holders of the Equity Shares from time to time
Stakeholders’ The stakeholders’ relationship committee of our Company, constituted in
Relationship Committee accordance with the applicable provisions of the Companies Act, 2013 and the
SEBI Listing Regulations, and as described in “Our Management- Corporate
Governance” on page 239
Subsidiary or As on the date of this Red Herring Prospectus, the subsidiaries of our Company,
Our Subsidiary or namely, Shree Tirupati Balajee FIBC Limited, Honourable Packaging Private
Subsidiaries or Limited, and Jagannath Plastics Private Limited are also the material subsidiaries as
Material Subsidiaries described in “History and Certain Corporate Matters” on page 224.
Unit 1 Operated by our Company and having address at Plot No.192, Sector-1, Pithampur,
Dist. Dhar – 454 775 Madhya Pradesh, India.
Unit 11 Operated by our Company and having address at Plot No.640, Sector-3, Pithampur,
Dist. Dhar – 454 775, Madhya Pradesh, India.
Unit III Operated by our Subsidiary Company i.e. Shree Tirupati Balajee FIBC Limited and
having address at Plot No. AP 14, Apparel Park, SEZ, Phase II, Industrial Area,
Pithampur, Dist. Dhar -454 775, Madhya Pradesh, India.
Unit IV Operated by our Subsidiary Company i.e. Honourable Packaging Private Limited and
having address at Plot No. 640 A, Sector-3, Pithampur, Dist. Dhar – 454 775, Madhya
Pradesh, India.
Unit V Operated by our Subsidiary Company i.e. Jagannath Plastics Private Limited and
having address at Plot No. 640 B, Sector-3, Pithampur, Dist. Dhar – 454 775, Madhya
Pradesh, India.

Offer Related Terms

Term Description
Acknowledgement Slip The slip or document issued by the relevant Designated Intermediary (ies) to the
Bidder as proof of registration of the Bid cum Application Form
Allot or Allotment or Allotment of Equity Shares pursuant to the Fresh Issue and transfer of the
Allotted Offered Shares by the Selling Shareholder pursuant to the Offer for Sale to the
successful Bidders
Allotment Advice A note or advice or intimation of Allotment sent to successful Bidders who have bid
in the Offer after the Basis of Allotment has been approved by the Designated Stock
Exchange
Allottee(s) A successful Bidder to whom an Allotment is made
Anchor Investor(s) A Qualified Institutional Buyer, applying under the Anchor Investor Portion in
accordance with SEBI ICDR Regulations and the Red Herring Prospectus, and who
has Bid for an amount of at least ₹1,000 lakhs
Anchor Investor The price at which Equity Shares will be allocated to Anchor Investors according to
Allocation Price the terms of the Red Herring Prospectus and the Prospectus, which will be decided
by our Company in consultation with the BRLMs
Anchor Investor The form used by an Anchor Investor to make a Bid in the Anchor Investor Portion
Application Form and which will be considered as an application for Allotment in terms of the Red
Herring Prospectus and the Prospectus
Anchor Investor Bid/ The date, one Working Day prior to the Bid/ Offer Opening Date, on which Bids by
OfferPeriod or Anchor Anchor Investors shall be submitted and allocation to Anchor Investors shall be
Investor Bidding Date completed
Anchor Investor The price at which the Equity Shares will be Allotted to Anchor Investors in terms
Offer Price of the Red Herring Prospectus and the Prospectus, which price will be equal to or
higher than the Offer Price but not higher than the Cap Price

The Anchor Investor Offer Price will be decided by our Company in consultation
with the BRLMs
Anchor Investor Portion Up to 60% of the QIB Portion which may be allocated by our Company in
consultation with the BRLMs, to Anchor Investors on a discretionary basis in
accordance with the SEBI ICDR Regulations

3
Term Description
One-third of the Anchor Investor Portion shall be reserved for domestic Mutual
Funds, subject to valid Bids being received from domestic Mutual Funds at or above
the Anchor Investor Allocation Price
Anchor Investor Pay-in With respect to Anchor Investor(s), it shall be the Anchor Investor Bidding Date,
Date and in the event the Anchor Investor Allocation Price is lower than the Offer Price,
not later than two Working Days after the Bid/ Offer Closing Date
Applicable Law / Laws Applicable Law / Laws means any applicable national, federal, central, international,
foreign, state, provincial, local or other law including applicable provisions of all (a)
constitutions, decrees, treaties, statutes, laws (including the common law), codes,
notifications, rules, regulations, policies, guidelines, circulars, directions, directives,
ordinances, orders, notes, clarifications, releases or any other forms of delegated
legislation of any Governmental Authority, statutory authority, court, tribunal or
other judicial or quasi-judicial authority; (b) orders, decisions, injunctions,
judgments, awards, findings, requirements and decrees of or agreements with any
Governmental Authority, statutory authority, court, tribunal or other judicial or
quasi-judicial authority; and (c) any modifications or re-enactments thereof
ASBA or Application An application, whether physical or electronic, used by Bidders/Applicants, other
Supported by Blocked than Anchor Investors, to make a Bid and authorizing an SCSB to block the Bid
Amount Amount in the relevant ASBA account maintained with such SCSB and will include
application made by UPI Bidders where the Bid Amount will be blocked upon
acceptance of a UPI Mandate Request by UPI Bidders
ASBA Account A bank account maintained with an SCSB by an ASBA Bidder, as specified in the
ASBA Form submitted by ASBA Bidders for blocking the Bid Amount mentioned
in the relevant ASBA Form and includes the account of a UPI Bidder which is
blocked upon acceptance of a UPI Mandate Request made by the UPI Bidder
ASBA Bid A Bid made by an ASBA Bidder
ASBA Bidder(s) Any Bidder (other than an Anchor Investor) in the Offer who intends to submit a Bid
ASBA Form An application form, whether physical or electronic, used by ASBA Bidders which
will be considered as the application for Allotment in terms of the Red Herring
Prospectus and the Prospectus
Banker(s) to the Offer Collectively, the Escrow Collection Bank(s), Refund Bank(s), Public Offer Account
Bank(s) and the Sponsor Bank(s), as the case may be
Basis of Allotment Basis on which Equity Shares will be Allotted to successful Bidders under the
Offer, described in “Offer Procedure” on page 407
Bid(s) An indication by a Bidder (other than an Anchor Investor) to make an offer during
the Bid/Offer Period pursuant to submission of the ASBA Form, or on the Anchor
Investor Bidding Date by an Anchor Investor, pursuant to the submission of the
Anchor Investor Application Form, to subscribe to or purchase Equity Shares at a
price within the Price Band, including all revisions and modifications thereto, to the
extent permissible under the SEBI ICDR Regulations, in terms of the Red Herring
Prospectus and the Bid cum Application Form

The term ‘Bidding’ shall be construed accordingly.

Bid Amount The highest value of optional Bids indicated in the Bid cum Application Form and,
in the case of RIBs Bidding at the Cut off Price, the Cap Price multiplied by the
number of Equity Shares Bid for by such Retail Individual Bidder and mentioned in
the Bid cum Application Form and payable by the Bidder or blocked in the ASBA
Account of the Bidder, as the case may be, upon submission of the Bid.
Bid cum Application The application form in terms of which a Bidder makes a Bid in terms of the
Form Prospectus and which will be considered as an application for Allotment
Bidder or Applicant Any prospective investor who makes a Bid pursuant to the terms of the Red Herring
Prospectus and the Bid cum Application Form and unless otherwise stated or
implied, includes an Anchor Investor
Bidding Centres Centres at which the Designated Intermediaries shall accept the ASBA Forms, i.e.,
Designated SCSB Branches for SCSBs, Specified Locations for Members of the
Syndicate, Broker Centres for Registered Brokers, Designated RTA Locations for
RTAs and Designated CDP Locations for CDPs
Bid Lot [●] Equity Shares
Bid/ Offer Closing Date Except in relation to any Bids received from the Anchor Investors, the date after
which the Designated Intermediaries will not accept any Bids, which shall be

4
Term Description
notified in all editions of the English national daily newspaper Financial Express,
and all Jansatta editions of the Hindi national daily newspaper Jansatta, and all
editions of daily newspapers Peoples Samachar (Hindi being the regional language
of Madhya Pradesh wherein our Registered Office is located) each with wide
circulation, and in case of any revision, the extended Bid/Offer Closing Date shall
also be notified on the website and terminals of the Members of the Syndicate and
communicated to the designated intermediaries and the Sponsor Bank, as required
under the SEBI ICDR Regulations.

Our Company, in consultation with the BRLMs, may consider closing the Bid/Offer
Period for QIBs one Working Day prior to the Bid/Offer Closing Date in accordance
with the SEBI ICDR Regulations. In case of any revision, the revised Bid/Offer
Closing Date shall be notified on the websites of the Book Running Lead Managers
and at the terminals of the Syndicate Members and communicated to the Designated
Intermediaries and the Sponsor Bank(s), and shall also be notified in an
advertisement in the same newspapers in which the Bid/Offer Opening Date was
published
Bid/ Offer Opening Except in relation to any Bids received from the Anchor Investors, the date on which
Date the Designated Intermediaries shall start accepting Bids, which shall be notified in
all editions of the English national daily newspaper Financial Express, and all
editions of the Hindi national daily newspaper Jansatta, and the regional edition of
Peoples Samachar daily newspaper (Hindi being the regional language of Madhya
Pradesh wherein our Registered Office is located), each with wide circulation.
Bid/ Offer Period Except in relation to Anchor Investors, the period between the Bid/ Offer Opening
Date and the Bid/ Offer Closing Date, inclusive of both days, during which Bidders
can submit their Bids, including any revisions thereto in accordance with the SEBI
ICDR Regulations and in accordance with the terms of the Red Herring Prospectus.
Provided that the Bidding shall be kept open for a minimum of three working days
for all categories of Bidders, other than Anchor Investors

Our Company in consultation with the Book Running Lead Managers, may consider
closing the Bid/Offer Period for the QIB Category, one working day prior to the
Bid/Offer Closing Date, which shall also be notified in an advertisement in same
newspaper in which the Bid/Offer Opening date was published in accordance with
the SEBI ICDR Regulations. The Bid/Offer Period will comprise Working Days
only
Book Building Process The book building process provided in Schedule XIII of the SEBI ICDR
Regulations, in terms of which the Offer is being made
Book Running Lead The Book Running Lead Managers to the Offer, being PNB Investment Services
Managers or BRLMs Limited and Unistone Capital Private Limited
Broker Centres Broker centres notified by the Stock Exchanges where ASBA Bidders can submit
the ASBA Forms to a Registered Broker

The details of such Broker Centres, along with the names and contact details of the
Registered Brokers are available on the respective websites of the Stock Exchanges
at www.bseindia.com and www.nseindia.com
CAN or Confirmation Notice or intimation of allocation of the Equity Shares sent to Anchor Investors, who
ofAllocation Note have been allocated the Equity Shares, after the Anchor Investor Bidding Date
Cap Price The higher end of the Price Band, above which the Offer Price and Anchor Investor
Offer Price will not be finalized and above which no Bids will be accepted
Cash Escrow and The cash escrow and sponsor bank(s) agreement to be entered amongst our
Sponsor Bank(s) Company, the Selling Shareholder, the Registrar to the Offer, the BRLMs, the
Agreement Escrow Collection Bank(s), the Public Offer Account Bank(s), the Sponsor Banks,
and the Refund Bank(s) for among other things, collection of the Bid Amounts from
the Anchor Investors and where applicable, refunds of the amounts collected from
Anchor Investors, on the terms and conditions thereof
Client ID Client identification number maintained with one of the Depositories in relation to
the demat account
CDP or Collecting A depository participant as defined under the Depositories Act, 1996, registered with
Depository Participant SEBI and who is eligible to procure Bids at the Designated CDP Locations in terms

5
Term Description
of circular no. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 and the
SEBI UPI Circulars issued by SEBI, as per the list available on the websites of the
Stock Exchanges, www.bseindia.com and www.nseindia.com, as updated from time
to time.
Cut-Off Price The Offer Price, which shall be any price within the Price Band, finalized by our
Company in consultation with the BRLMs.

Only Retail Individual Bidders are entitled to Bid at the Cut-off Price. QIBs
(including Anchor Investor) and Non-Institutional Bidders are not entitled to Bid at
the Cut-off Price
Demographic Details Details of the Bidders including the Bidders’ address, name of the Bidders’
father/husband, investor status, occupation, bank account details and UPI ID,
wherever applicable
Designated CDP Such locations of the CDPs where Bidders can submit the ASBA Forms
Locations
The details of such Designated CDP Locations, along with names and contact details
of the Collecting Depository Participants eligible to accept ASBA Forms are
available on the respective websites of the Stock Exchanges (www.bseindia.com and
www.nseindia.com) as updated from time to time
Designated Date The date on which the Escrow Collection Bank(s) transfer funds from the Escrow
Account to the Public Offer Account or the Refund Account, as the case may be, and
the instructions are issued to the SCSBs (in case of UPI Bidders using UPI
Mechanism, instruction issued through the Sponsor Bank(s)) for the transfer of
amounts blocked by the SCSBs in the ASBA Accounts to the Public Offer Account
or the Refund Account, as the case may be, in terms of the Red Herring Prospectus
and the Prospectus, following which the Equity Shares will be Allotted in the Offer
to the successful Applicants
Designated In relation to ASBA Forms submitted by RIBs and HNIs Bidding with an application
Intermediary(ies) size of up to ₹5,00,000 by authorizing an SCSB to block the Bid Amount in the
ASBA Account, Designated Intermediaries shall mean SCSBs.

In relation to ASBA Forms submitted by UPI Bidders where the Bid Amount will
be blocked upon acceptance of UPI Mandate Request by such UPI Bidders using the
UPI Mechanism, Designated Intermediaries shall mean Syndicate, sub-
syndicate/agents, Registered Brokers, CDPs, and RTAs.

In relation to ASBA Forms submitted by QIBs and Non-Institutional Bidders (not

using the UPI Mechanism), Designated Intermediaries shall mean Syndicate, Sub-
Syndicate/agents, SCSBs, Registered Brokers, the CDPs and RTAs
Designated RTA Such locations of the RTAs where Bidders (other than Anchor Investors) can submit
Locations the ASBA Forms to RTAs. The details of such Designated RTA Locations, along
with names and contact details of the RTAs eligible to accept ASBA Forms are
available on the respective websites of the Stock Exchanges (www.bseindia.com and
www.nseindia.com, respectively,) as updated from time to time
Designated SCSB Such branches of the SCSBs which shall collect the ASBA Forms used by the
Branches Bidders, a list of which is available on the website of SEBI at
http://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&int
mId=35, updated from time to time, or at such other website as may be prescribed
by SEBI from time to time
Designated Stock National Stock Exchange of India Limited
Exchange
Draft Red Herring The Draft Red Herring Prospectus dated March 20, 2024 issued in accordance with
Prospectus or DRHP the SEBI ICDR Regulations, which does not contain complete particulars of the
price at which the Equity Shares will be Allotted and the size of the Offer, including
any addenda or corrigenda thereto
Eligible FPI FPIs from such jurisdictions outside India where it is not unlawful to make an offer/
invitation under the Offer and in relation to whom the Bid cum Application Form
and the Red Herring Prospectus constitutes an invitation to purchase the Equity
Shares offered thereby
Eligible NRI NRI(s) from jurisdictions outside India where it is not unlawful to make an offer or

6
Term Description
invitation under the Offer and in relation to whom the Bid cum Application Form
and the Red Herring Prospectus will constitute an invitation to subscribe to, or
purchase the Equity Shares
Escrow Account(s) Account(s) opened with the Escrow Collection Bank and in whose favour Anchor
Investors will transfer the money through direct credit/NEFT/RTGS/NACH in
respect of the Bid Amount while submitting a Bid
Escrow Collection Bank A bank which is a clearing member and registered with SEBI as a banker to an offer,
and with whom the Escrow Account(s) will be opened, in this case being ICICI Bank
Limited
First or sole Bidder The Bidder whose name shall be mentioned in the Bid cum Application Form or the
Revision Form and in case of joint Bids, whose name shall also appear as the first
holder of the beneficiary account held in joint names
Floor Price The lower end of the Price Band being [●], subject to any revision thereto, at or
above which the Offer Price and the Anchor Investor Offer Price will be finalized
and below which no Bids will be accepted, and which shall not be less than the face
value of the Equity Shares
Fresh Issue The issue of up to 1,47,50,000 Equity Shares aggregating up to ₹ [●] lakhs by our
Company.
General Information The General Information Document for investing in public offers, prepared and
Document or GID issued in accordance with the circular (SEBI/HO/CFD/DIL1/CIR/P/2020/37) dated
March 17, 2020, issued by SEBI, suitably modified and updated pursuant to, among
others, the circular (SEBI/HO/CFD/DIL2/CIR/P/2020/50) dated March 30, 2020
issued by SEBI
Mobile App(s) The mobile applications listed on the website of SEBI at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&int
mId=43 or such other website as may be updated from time to time, which may be
used by UPI Bidders to submit Bids using the UPI Mechanism
Material Subsidiaries Jagannath Plastics Private Limited (JPPL), Shree Tirupati Balajee FIBC Limited
(STBFL), and Honourable Packaging Private Limited (HPPL).
Mutual Fund Portion Up to 5% of the Net QIB Portion i.e. [●] Equity Shares which shall be available for
allocation to Mutual Funds only on a proportionate basis, subject to valid Bids being
received at or above the Offer Price
Mutual Funds Mutual funds registered with SEBI under the Securities and Exchange Board of India
(Mutual Funds) Regulations, 1996, as amended from time to time
Net Proceeds Proceeds of the Fresh Issue less our Company’s share of the Offer expenses. For
further details regarding the use of the Net Proceeds and the Offer expenses, please
see the section entitled “Objects of the Offer” on page 108
Net QIB Portion The portion of the QIB Portion less the number of Equity Shares Allotted to the
Anchor Investors
NBFC-SI A systemically important non-banking financial company as defined under
Regulation 2(1)(iii) of the SEBI ICDR Regulations
Non-Institutional Bidders that are not QIBs or Retail Individual Bidders and who have Bid for Equity
Bidders Shares for an amount more than ₹200,000 (but not including NRIs other than
Eligible NRIs)
Non-Institutional The portion of this Offer being not less than 15% of the Offer , being [●] Equity
Portion Shares, which shall be available for allocation to Non-Institutional Bidders in
accordance with the SEBI ICDR Regulations, subject to valid Bids being received
at or above the Offer Price, out of which i) one third shall be reserved for Bidders
with Bids exceeding ₹2,00,000 up to ₹10,00,000; and ii) two-thirds shall be reserved
for Bidders with Bids exceeding ₹10,00,000, provided that the unsubscribed portion
in either of such sub-categories may be allocated to applicants in the other sub-
category of Non-Institutional Bidders subject to valid Bids being received at or
above the Offer Price. Provided that the unsubscribed portion in either of the sub-
categories may be allocated to applicants in the other sub-category of non-
institutional investors
Non-Resident Indians A non-resident Indian as defined under the FEMA Rules
or NRI(s)
Non-Resident or NR A person resident outside India, as defined under FEMA and includes FPIs, VCFs,
FVCIs and NRIs

7
Term Description
Offer The initial public offer of up to 2,04,40,000 Equity Shares of face value of ₹10 each
for a cash price of ₹ [●] each (including a share premium of ₹ [●] each), comprising
of the Fresh Issue of up to 1,47,50,000 Equity Shares aggregating up to [●] and the
Offer for Sale up to 56,90,000 Equity Shares aggregating up to ₹ [●] lakhs by the
Selling Shareholder.
Offer Agreement The agreement dated December 28, 2023 and addendum to the offer Agreement
dated March 07, 2024 among our Company, the Selling Shareholder and the
BRLMs, pursuant to which certain arrangements are agreed to in relation to the Offer
Offer for Sale The offer for sale of up to 56,90,000 Equity Shares aggregating up to ₹ [●] lakhs.
Offer Price ₹ [●] per Equity Shares, being the final price within the Price Band, at which Equity
Shares will be Allotted to successful Bidders, other than Anchor Investors. Equity
Shares will be Allotted to Anchor Investors at the Anchor Investor Offer Price in
terms of the Red Herring Prospectus

The Offer Price will be decided by our Company in consultation with the BRLMs
on the Pricing Date, in accordance with the Book Building Process and in terms of
the Red Herring Prospectus.
Offer Proceeds The proceeds of the Fresh Issue which shall be available to our Company and the
proceeds of the Offer for Sale which shall be available to the Selling Shareholder.
For further information about use of the Offer Proceeds, see “Objects of the Offer”
on page 108
Offered Shares Up to 56,90,000 Equity Shares aggregating up to ₹ [●] lakhs being offered for sale
by the Selling Shareholder in the Offer for Sale
Price Band The price band ranging from the Floor Price of ₹ [●] per Equity Share to the Cap
Price of ₹ [●] per Equity Share, including any revisions thereof.

The Price Band and minimum Bid Lot, as decided by our Company in consultation
with the BRLMs and will be advertised in all editions of the English national daily
newspaper Financial Express, and all editions of the Hindi national daily newspaper
Jansatta, and the regional edition of Peoples Samachar daily newspaper (Hindi being
the regional language of Madhya Pradesh wherein our Registered Office is
located)each with wide circulation, at least two Working Days prior to the Bid/ Offer
Opening Date with the relevant financial ratios calculated at the Floor Price and at
the Cap Price, and shall be made available to the Stock Exchanges for the purpose
of uploading on their respective websites
Pricing Date The date on which our Company in consultation with the BRLMs, will finalize the
Offer Price
Prospectus The Prospectus to be filed with the RoC after the Pricing Date in accordance with
Section 26 of the Companies Act, 2013, and the SEBI ICDR Regulations
containing, inter alia, the Offer Price, the size of the Offer and certain other
information, including any addenda or corrigenda thereto
Public Offer Account The bank account opened with the Public Offer Account Bank under Section 40(3)
of the Companies Act, 2013, to receive monies from the Escrow Account and from
the ASBA Accounts on the Designated Date
Public Offer Account A bank which is a clearing member and registered with SEBI as a banker to an offer,
Bank and with whom the Public Offer Account(s) will be opened, in this case being Axis
Bank Limited
QIB or Qualified Qualified institutional buyers as defined under Regulation 2(1)(ss) of the SEBI
Institutional Buyers ICDR Regulations
QIB Bidders QIBs who Bid in the Offer
QIB Portion The portion of the Offer (including the Anchor Investor Portion) being not more than
50% of the Offer, consisting of [●] Equity Shares aggregating to ₹[●] lakhs which
shall be Allotted to QIBs (including Anchor Investors) on a proportionate basis,
including the Anchor Investor Portion (in which allocation shall be on a
discretionary basis, as determined by our Company in consultation with the
BRLMs), subject to valid Bids being received at or above the Offer Price
QIB Bid/ Offer In the event our Company in consultation with the BRLMs, decide to close Bidding
ClosingDate by QIBs one day prior to the Bid/Offer Closing Date, the date one day prior to the
Bid/Offer Closing Date; otherwise, it shall be the same as the Bid/Offer Closing Date
Red Herring Prospectus This Red Herring Prospectus dated August 31, 2024 to be issued in accordance with

8
Term Description
or RHP Section 32 of the Companies Act, 2013, and the provisions of the SEBI ICDR
Regulations, which does not complete particulars of the price at which the Equity
Shares to be offered and the size of the Offer, including any addenda or corrigenda
thereto. The Red Herring Prospectus will be filed with the RoC at least three
Working Days before the Bid/Offer Opening Date.
Refund Account The account opened with the Refund Bank(s), from which refunds, if any, of the
whole or part of the Bid Amount to Anchor Investors shall be made
Refund Bank The Banker to the Offer with whom the Refund Account(s) is opened, in this case
being ICICI Bank Limited.
Registered Brokers Stockbrokers registered with SEBI under the Securities and Exchange Board of India
(Stock Brokers and Sub-Brokers) Regulations, 1992 and the stock exchanges having
nationwide terminals, other than the Members of the Syndicate and eligible to
procure Bids in terms of Circular No. CIR/CFD/14/2012 dated October 4, 2012,
issued by SEBI
Registrar Agreement The agreement dated December 28, 2023 and addendum to the Registrar Agreement
dated March 07, 2024, entered into between our Company, the Selling Shareholder
and the Registrar to the Offer, in relation to the responsibilities and obligations of
the Registrar to the Offer pertaining to the Offer
Registrar to the Purva Share registry (India) Private Limited
Company
Registrar to the Offer or Link Intime India Private Limited
Registrar
RTAs or Registrar and The registrar and share transfer agents registered with SEBI and eligible to procure
Share Transfer Agents Bids at the Designated RTA Locations in terms of circular no.
CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015, issued by SEBI
Resident Indian A person resident in India, as defined under FEMA
Retail Individual Individual Bidders, who have Bid for the Equity Shares for an amount which is not
Bidder(s) or Retail more than ₹200,000 in any of the bidding options in the Offer (including HUFs
IndividualInvestor(s) or applying through their Karta and Eligible NRI Bidders) and does not include NRIs
RII(s) or RIB(s) (other than Eligible NRIs)
Retail Portion The portion of the Offer, being not less than 35% of the Offer, being [●] Equity
Shares, available for allocation to Retail Individual Bidders as per the SEBI ICDR
Regulations, subject to valid Bids being received at or above the Offer Price, which
shall not be less than the minimum Bid Lot subject to availability in the Retail
Portion
Revision Form Form used by the Bidders to modify the quantity of the Equity Shares or the Bid
Amount in any of their Bid cum Application Forms or any previous Revision
Form(s)

QIB Bidders and Non-Institutional Bidders are not allowed to withdraw or lower
their Bids (in terms of quantity of Equity Shares or the Bid Amount) at any stage.
Retail Individual Bidders can revise their Bids during the Bid/ Offer Period and
withdraw their Bids until the Bid/ Offer Closing Date
Self-certified Syndicate The banks registered with SEBI, which offer the facility of ASBA services, (i) in
Bank(s) or SCSB(s) relation to ASBA, where the Bid Amount will be blocked by authorising an SCSB,
a list of which is available on the website of SEBI at
https:/www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&
intmId=34 and updated from time to time and at such other websites as may be
prescribed by SEBI from time to time, (ii) in relation to UPI Bidders using the UPI
Mechanism, a list of which is available on the website of SEBI at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes
&intmId=40 or such other website as may be prescribed by SEBI and updated from
time to time Applications through UPI in the Offer can be made only through the
SCSBs mobile applications (apps) whose name appears on the SEBI website. A list
of SCSBs and mobile application, which, are live for applying in public issues using
UPI Mechanism is provided as Annexure ‘A’ to the SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019. The said list shall be
updated on SEBI website.
Share Escrow Agent The share escrow agent appointed pursuant to the Share Escrow Agreement, namely
Link Intime India Private Limited

9
Term Description
Share Escrow Agreement The agreement to be entered between our Company, the Selling Shareholder and the
Share Escrow Agent in connection with the transfer of the Offered Shares by the
Selling Shareholder and credit of such Equity Shares to the demat account of the
Allottees in accordance with the Basis of Allotment
Specified Locations Bidding centres where the Syndicate shall accept ASBA Forms from Bidders a list
of which is available on the website of SEBI (www.sebi.gov.in) and updated from
time to time
Sponsor Bank(s) Bank(s) registered with SEBI which are appointed by the issuer to act as a conduit
between the Stock Exchanges and the National Payments Corporation of India in
order to push the mandate collect requests and / or payment instructions of the UPI
Bidders into the UPI, the Sponsor Bank(s) in this case being ICICI Bank Limited
and Axis Bank Limited
Stock Exchanges Collectively, BSE Limited and National Stock Exchange of India Limited
Sub-Syndicate The sub-syndicate members, if any, appointed by the BRLMs and the Syndicate
Members Members, to collect ASBA Forms, Revision Forms and to act as Sub-Syndicate
Member in the Issue
Syndicate Agreement The agreement to be entered between our Company, the Registrar to the Offer, the
Selling Shareholder, the BRLMs and the Syndicate Members in relation to the
procurement of Bid cum Application Forms by the Syndicate
Syndicate Members Syndicate members as defined under Regulation 2(1)(hhh) of the SEBI ICDR
Regulations, namely, Globalworth Securities Limited.
Syndicate or Members Together, the BRLMs and the Syndicate Members
of the Syndicate
Underwriters [●]
Underwriting Agreement The agreement to be entered between the Underwriters and our Company and
Selling Shareholder on or after the Pricing Date but prior to filing of the Prospectus
with the RoC
UPI Unified Payments Interface, which is an instant payment mechanism developed by
NPCI
UPI Bidder Collectively, individual investors applying as RIBs in the Retail Portion, and
individuals applying as Non-Institutional Investors with a Bid Amount of up to
₹5,00,000 in the Non-Institutional Portion by using the UPI Mechanism. Pursuant to
SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/P/2022/45 dated April 5, 2022, all
individual investors applying in public issues where the application amount is up to
₹5,00,000 shall use UPI and shall provide their UPI ID in the bid-cum-application
form submitted with: (i) a syndicate member, (ii) a stock broker registered with a
recognized stock exchange (whose name is mentioned on the website of the stock
exchange as eligible for such activity), (iii) a depository participant (whose name is
mentioned on the website of the stock exchange as eligible for such activity), and
(iv) a registrar to an offer and share transfer agent (whose name is mentioned on the
website of the stock exchange as eligible for such activity).
UPI Circulars Collectively, the SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated
November 1, 2018, SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/50 dated
April 3, 2019, SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28,
2019, SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019,
SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 8, 2019,
SEBI/HO/CFD/DIL2/CIR/P/2020/50 dated March 30, 2020, SEBI circular number
SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, SEBI circular
no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021, SEBI circular no.
SEBI/HO/CFD/DIL2/P/CIR/P/2022/45 dated April 5, 2022, SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022, SEBI circular no
SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022, the SEBI Master Circular
for Issue of Capital and Disclosure Requirements along with the circular issued by
the National Stock Exchange of India Limited having reference no. 25/2022 dated
August 3, 2022 and the circular issued by BSE Limited having reference no.
20220803- 40 dated August 3, 2022 and any subsequent circulars or notifications
issued by SEBI or Stock Exchanges in this regard.
UPI ID ID created on Unified Payment Interface (UPI) for single-window mobile payment
system developed by the National Payments Corporation of India (NPCI)
UPI Mandate Request A request (intimating the UPI Bidders by way of a notification on the UPI

10
 Term Description
application and by way of a SMS directing the UPI Bidders to such UPI application)
to the UPI Bidder initiated by the Sponsor Bank to authorize blocking of funds on
the UPI application equivalent to Bid Amount and subsequent debit of funds in case
of Allotment
UPI Mechanism The bidding mechanism that may be used by an UPI Bidders to make a Bid in the
Offer in accordance with UPI Circulars
UPI PIN Password to authenticate UPI transaction
Willful Defaulter or Willful defaulter or a Fraudulent Borrower as defined under Regulation 2(1) (lll) of
a Fraudulent Borrower the SEBI ICDR Regulations
Working Day All days on which commercial banks in Mumbai are open for business; provided,
however, with reference to (a) announcement of Price Band; and (b) Bid/ Offer
Period, the expression “Working Day” shall mean all days on which commercial
banks in Mumbai are open for business, excluding all Saturdays, Sundays or public
holidays; and (c) with reference to the time period between the Bid/ Offer Closing
Date and the listing of the Equity Shares on the Stock Exchanges, the expression
‘Working Day’ shall mean all trading days of Stock Exchanges, excluding Sundays
and bank holidays, in terms of the circulars issued by SEBI, including the SEBI UPI
Circulars

Technical/ Industry Related Terms/ Abbreviations

Term Description
AAGR Average Annual Growth Rate
BBB Better Business Bureaus
BSE SENSEX Sensex is an index; market indicator of the position of stock that is listed in the BSE
(BSE Limited)
CARE/CareEdge CARE Analytics and Advisory Private Limited
CPI Consumer Price Index
CSO Central Statistics Office
DPP Defence Procurement Policy
EPFO Employees Provident Fund Organization
ESI Employees State Insurance
FDI Foreign Direct Investment
FIBC Flexible Intermediate Bulk Container
FIBC Bags/ A large, industrial container made of flexible fabric.
Jumbo Bags/ Bulk
Bags
FICCI Federation of Indian Chambers of Commerce and Industry
FCNR Foreign Currency Non-Resident
FOB Free On Board
FPI Foreign Portfolio Investment
FPS Focus Product Scheme
FY Financial Year
GST Goods and Services Tax
GVA Gross Value Added
HDPE High-density Polyethylene
HTC High Tech Computer Corporation
IE Industrialized Economies
IMF International Monetary Fund
L America Latin America
LDPE Low-density Polyethylene
MnTPA Million Tonnes Per Annum
M-o-M Month-On-Month
MoS Minister of State
MSECDP Micro and Small Enterprises- Cluster Development Programme
MSMEs Micro, Small and Medium Enterprises
MUDRA Micro Units Development & Refinance Agency Ltd.
MYEA Mid-Year Economic Analysis

11
 Term Description
MVA Manufacturing Value Added
NITI Aayog The National Institution for Transforming India Aayog
NMP National Manufacturing Policy
NSE Emerge EMERGE Platform of National Stock Exchange of India Limited
PAT Profit After Tax
PBIDT Profit before Interest, Depreciation and Tax
PC Pay Commission
PC Polycarbonate
PE Polyethylene
PET Poly Ethylene Terephthalate
PMGKY Pradhan Mantri Garib Kalyan Yojana
PMMY Pradhan Mantri MUDRA Yojana
PP Polypropylene
PS Polystyrene
PTA Purified Terephthalic Acid
PVC Polyvinyl Chloride
PVC Polymerization Of Vinyl Chloride
RFID Radio-frequency identification
SMEs Small And Medium Enterprises
SED Strategic Engineering Division
SEZ Special Economic Zone
TUFS Technology Up-gradation Fund Scheme
UAE United Arab Emirates
URC Udhyam Registration Certificate
UK United Kingdom
UNIDO United Nations Industrial Development Organisation
US$/ US dollar United States Dollar, the official currency of United States of America
WPI Wholesale Price Index
Y-O-Y Year-on-Year

Conventional and General Terms or Abbreviations

Term Description
₹ /Rs. / Rupees / INR Indian Rupees
A.Y. Assessment Year
A/C Account
AGM Annual General Meeting
AoA Articles of Association
ASBA Application Supported by Blocked Amount
AS Accounting Standards as issued by the Institute of Chartered Accountants
of India
AIF An alternative investment fund as defined in and registered with SEBI under the
Securities and Exchange Board of India (Alternative Investment Funds
Regulations, 2012)
BSE BSE Limited
B. Tech. Bachelor of Technology
B.Com Bachelor of Commerce
B.Sc. Bachelor of Science
BG/LC Bank Guarantee / Letter of Credit
BIFR Board for Industrial and Financial Reconstruction
BRLMs Book Running Lead Managers
C.A. Chartered Accountant
CAGR Compounded Annual Growth Rate
CB Controlling Branch
CC Cash Credit
Capital Employed Total Equity, add current borrowings, add non-current borrowings, less current
investments, less cash and cash equivalents, less bank balances and other cash and
cash equivalents

12
Term Description
CDSL Central Depository Services (India) Limited
CENVAT Central Value Added Tax
CFO Chief Financial Officer
CIN Corporate Identity Number
CMD Chairman and Managing Director
CIT Commissioner of Income Tax
Companies Act Companies Act, 2013, along with the relevant rules, regulations, clarifications,
circulars and notifications issued thereunder, as amended to the extent currently in
force
Contract Labour Act The Contract Labour (Regulation and Abolition) Act, 1970
CSR Corporate Social Responsibility
CS Company Secretary
CST Central Sales Tax
Covid-19 A public health emergency of international concern as declared by the World
Health Organization on January 30, 2020, and a pandemic on March 11, 2020
Demat Dematerialised
Depositories NSDL and CDSL
Depositories Act The Depositories Act, 1996, read with regulations framed thereunder
DGFT Directorate General of Foreign Trade
DIN Director Identification Number.
DIPP Department of Industrial Policy & Promotion
DP Depository Participant
DP ID Depository Participant’s Identity Number
DP or Depository A depository participant as defined under the Depositories Act
Participant
EGM Extraordinary General Meeting
ECS Electronic Clearing Services
EBITDA Earnings before interest, tax, depreciation and amortisation
EGM Extraordinary General Meeting
Employees Provident Employees Provident Funds and Miscellaneous Provisions Act, 1952
Fund Act
EPS Earnings Per Share
ESIC Employee State Insurance Corporation
ESOP Employee Stock Option Plan
ESPS Employee Stock Purchase Scheme
FAQs Frequently asked questions
FCNR Foreign currency non-resident account
FDI Foreign Direct Investment
FEMA Foreign Exchange Management Act, 1999, read with rules and regulations
thereunder
FII Regulations Securities and Exchange Board of India (Foreign Institutional Investors)
Regulations, 1995, as amended from time to time.
FII(s) Foreign Institutional Investor, as defined under the FII Regulations and registered
with the SEBI under applicable laws in India
FIPB The Foreign Investment Promotion Board, Ministry of Finance, Government of
India
FEMA Rules Foreign Exchange Management (Non-debt Instrument) Rules, 2019
Fis Financial Institutions
‘Financial Year’ or The period of 12 months commencing on April 1 of the immediately preceding
‘Fiscal’ or ‘Fiscal Year’ calendar year and ending on March 31 of that particular calendar year
or ‘FY’
FPI(s) Foreign portfolio investors as defined under the SEBI FPI Regulations
FV Face Value
FVCI Foreign venture capital investors as defined and registered under the SEBI FVCI
Regulations
Fugitive Economic An individual who is declared a fugitive economic offender under Section 12 of the
Offender Fugitive Economic Offenders Act, 2018
GDP Gross domestic product

13
Term Description
GoI or Government or The Government of India
Central Government
GST Goods and services tax
GAAP Generally Accepted Accounting Principles
GDP Gross Domestic Product
HUF Hindu undivided family
HNI High Net Worth Individual
ICAI The Institute of Chartered Accountants of India
INR / Rs./ Rupees Indian Rupees, the legal currency of the Republic of India
IFRS International Financial Reporting Standards of the International Accounting
Standards Board
Income Tax Act Income- Tax Act, 1961, read with the rules framed thereunder
Income Tax Rules Income- Tax Rules, 1962
Ind AS Indian Accounting Standards notified under Section 133 of the Companies Act,2013
read with Companies (Indian Accounting Standards) Rules, 2015, as amended
and other relevant provisions of the Companies Act, 2013
IPO Initial public offering
IT Authorities Income Tax Authorities
IST Indian Standard Time
IT Information Technology
KMP Key Managerial Personnel
Ltd. Limited
LC Letter of credit
MD Managing Director
MICR Magnetic Ink Character Recognition
Mn Million
MNC Multi National Company
MoA Memorandum of Association
MoF Ministry of Finance, Government of India
MoU Memorandum of Understanding
Mtr Meter
MBA Master’s degree in business administration
MCA Ministry of Corporate Affairs, Government of India
N.A. Not applicable
NAV Net asset value
NBFC Non- Banking Finance Company
NECS National Electronic Clearing Services
NEFT National Electronic Fund Transfer
NRE Account Non-Resident External account
NRI A person resident outside India, who is a citizen of India or an overseas citizenof
India cardholder within the meaning of section 7(A) of the Citizenship Act, 1955
Net Worth The aggregate of the paid up share capital, share premium account, and reserves and
surplus (excluding revaluation reserve) as reduced by the aggregate of
miscellaneous expenditure (to the extent not adjusted or written off) and the debit
balance of the profit and loss account
NACH National Automated Clearing House
NI Act Negotiable Instruments Act, 1881
No. Number
NOC No Objection Certificate
NR Non-Resident
NRO Account Non-Resident (Ordinary) Account
NSDL National Securities Depository Limited
NSE National Stock Exchange of India Limited
‘OCB’ or ‘Overseas A company, partnership, society or other corporate body owned directly or indirectly
Corporate Body’ to the extent of at least 60% by NRIs including overseas trusts, in which not less than
60% of beneficial interest is irrevocably held by NRIs directly or indirectly and
which was in existence on October 03, 2003 and immediately before such date was
eligible to undertake transactions pursuant to general permission granted to OCBs

14
Term Description
under FEMA. OCBs are not allowed to invest in the Offer
p.a. Per annum
P/E Ratio Price/earnings ratio
PAN Permanent account number
PAT Profit after tax
PAC Persons Acting in Concert
PBT Profit Before Tax
Pvt. Private
QIB Qualified Institutional Buyer
RBI Reserve Bank of India
RBI Act The Reserve Bank of India Act, 1934, as amended from time to time
RoC Registrar of Companies
ROCE Earnings before interest and tax dividend by Capital Employed
ROE Net profit divided by shareholders equity
RoNW Return on Net Worth
RTGS Real time gross settlement
R&D Research and development
SCRA Securities Contracts (Regulation) Act, 1956
SCRR Securities Contracts (Regulation) Rules, 1957
SCSB Self-Certified Syndicate Bank
SEBI Securities and Exchange Board of India constituted under the SEBI Act, 1992
SEBI Act Securities and Exchange Board of India Act, 1992
SEBI (Venture Capital) Securities Exchange Board of India (Venture Capital) Regulations, 1996 as
Regulations amended from time to time
Sec. Section
SICA Sick Industrial Companies (Special Provisions) Act, 1985, as amended from time
to time
SME Small Medium Enterprise
SEBI AIF Regulations Securities and Exchange Board of India (Alternative Investment Funds)
Regulations, 2012
SEBI BTI Regulations Securities and Exchange Board of India (Bankers to an Issue) Regulations, 1994
SEBI FPI Regulations Securities and Exchange Board of India (Foreign Portfolio Investors)
Regulations, 2019
SEBI FVCI Regulations Securities and Exchange Board of India (Foreign Venture Capital Investors)
Regulations, 2000
SEBI ICDR Regulations Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2018
SEBI Insider Trading Securities and Exchange Board of India (Prohibition of Insider Trading)
Regulations Regulations, 2015
SEBI LODR Securities and Exchange Board of India (Listing Obligations and Disclosure
Regulations or SEBI Requirements) Regulations, 2015
Listing Regulations
SEBI Master Circular Master circular for Issue of Capital and Disclosure Requirements issued by theSEBI
for Issue of Capital and through its circular dated SEBI/HO/CFD/PoD-2/P/CIR/2023/00094 dated June 21,
Disclosure 2023
Requirements
SEBI Merchant Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992
Bankers Regulations
SEBI VCF Regulations Securities and Exchange Board of India (Venture Capital Fund) Regulations,1996
State Government The government of a state in India
STT Securities transaction tax
Takeover Regulations Securities and Exchange Board of India (Substantial Acquisition of Shares and
Takeovers) Regulations, 2011
TAN Tax deduction account number
TDS Tax deducted at source
TRS Transaction Registration Slip
U.S./United States The United States of America, together with its territories and possessions, any state
of the United States of America and the District of Columbia

15
Term Description
U.S. GAAP Generally accepted accounting principles of the United States of America
US/U.S./USA/United United States of America
States
USD/ US$/ $ United States Dollar, the official currency of the Unites States of America
VAT Value added tax
VCFs Venture capital funds as defined in and registered with SEBI under SEBI VCF
Regulations
w.e.f. With effect from
Y-o-Y Year on Year

16
 CERTAIN CONVENTIONS, USE OF FINANCIAL INFORMATION AND MARKET DATA AND
CURRENCY OF PRESENTATION

Certain Conventions

All references to “India” in this Red Herring Prospectus are to the Republic of India and its territories and
possessions and all references herein to the “Government”, “Indian Government”, “GoI”, “Central Government”
or the “State Government” are to the Government of India, central or state, as applicable.

All references herein to the “US”, the “U.S.” or the “United States” are to the United States of America and its
territories and possessions.

Unless indicated otherwise, all references to a year in this Red Herring Prospectus are to a calendar year and
references to a Fiscal or a Fiscal Year are to the year ended on March 31, of that calendar year.

Page Numbers

Unless otherwise stated, all references to page numbers in this Red Herring Prospectus are to page numbers of this
Red Herring Prospectus.

Currency and Units of Presentation

All references to “Rupee(s)”, “Rs.” Or “₹” or “INR” are to Indian Rupees, the official currency of the Republic
of India. All references to “US$” or “USD” or “U.S. Dollars” are to United States Dollar, the official currency
of the United States of America. All references to “Euro” or “€” are to the Euro, the official currency of the
European Union.

Exchange Rates

This Red Herring Prospectus may contain conversions of certain other currency amounts into Rupees that have
been presented solely to comply with the requirements of SEBI ICDR Regulations. Unless otherwise stated, the
exchange rates referred to for the purpose of conversion of foreign currency amounts into Rupee amounts, areas
follows:
(Amount in ₹)
Currency Exchange rate as on*
March 31, 2024 March 31, 2023 March 31, 2022
1 USD 83.37 82.22 75.81
1 Euro 90.22 89.61 84.66
1 GBP 105.29 101.87 99.55
Source: Foreign exchange reference rates as available on www.fbil.org.in
Note: If the reference rate is not available on a particular date due to a public holiday, exchange rates of the
previous working day has been disclosed. The reference rates are rounded off to two decimal places.

Such conversion should not be considered as a representation that such currency amounts have been, could have
been or can be converted into Rupees at any particular rate, the rates stated above or at all.

Time

Unless otherwise specified, all references to time in this Red Herring Prospectus are to Indian StandardTime
(“IST”).

Financial and Other Data

Unless stated otherwise or the context otherwise requires, the financial information and financial ratios in this Red
Herring Prospectus have been derived from our Restated Consolidated Financial Information. For further
information,see “Financial Information” on page 255.

Our Company’s financial year commences on April 1 and ends on March 31 of next year. Accordingly, all
references in this Red Herring Prospectus to a particular Financial Year, Fiscal or Fiscal Year, unless stated
otherwise, are to the 12-month period commencing on April 1 of the immediately preceding calendar year and
ending on March 31 of that particular calendar year.

17
The restated consolidated financial information of our Company together with its Subsidiaries which comprise of
the restated consolidated balance sheet as at and for the year ended March 31, 2024, March 31, 2023 and March
31, 2022, the restated consolidated statement of profit and loss (including other comprehensive income), the
restated consolidated statement of changes in equity and the restated consolidated statement of cash flows for the
years ended March 31, 2024, March 31, 2023 and March 31, 2022, and the statement of significant accounting
policies, and other explanatory information relating to such financial periods prepared in accordance with Ind AS
specified under Section 133 of the Companies Act 2013, read with the Companies (Indian Accounting Standards)
Rules, 2015, as amended and restated in accordance with the SEBI ICDR Regulations and included in “Restated
Consolidated Financial Statements” on page 255.

There are significant differences between Ind AS, U.S. GAAP and IFRS. Our Company does not provide
reconciliation of its financial information to IFRS or U.S. GAAP. Our Company has not attempted to explain
those differences or quantify their impact on the financial data included in this Red Herring Prospectus andit is
urged that you consult your own advisors regarding such differences and their impact on our financial data.
Accordingly, the degree to which the financial information included in this Red Herring Prospectus will provide
meaningful information is entirely dependent on the reader’s level of familiarity with Indian accounting policies
and practices, the Companies Act, Ind AS and the SEBI ICDR Regulations. Any reliance by persons not familiar
with Indian accounting policies and practices on the financial disclosures presented in this Red Herring Prospectus
should, accordingly, be limited. For risks relating to significant differences between Ind AS and other accounting
principles, see “Risk Factors – Significant differences exist between Ind AS and other accounting principles, such
as US GAAP and International Financial Reporting Standards (“IFRS”), which investors may be more familiar
with and consider material to their assessment of our financial condition” on page 36.

All the figures in this Red Herring Prospectus, except for figures derived from the CARE Report (which are in
lakhs), have been presented in lakhs or in whole numbers where the numbers have been too small to present in
lakhs unless stated otherwise. Certain figures contained in this Red Herring Prospectus, including financial
information, have been subject to rounding adjustments. Any discrepancies in any table between the totals and the
sum of the amounts listed are due to rounding off. Except for figures derived from our Restated Consolidated
Financial Statements (which are rounded off to the second decimal), all figures in decimals have been rounded
off to the second decimal. In certain instances, (i) the sum or percentage change of such numbers may not conform
exactly to the total figure given, and (ii) the sum of the figures in a column or row in certain tables may not
conform exactly to the total figure given for that column or row. However, figures sourced from third-party
industry sources may be expressed in denominations other than million or may be rounded off to other than two
decimal points in the respective sources, and such figures have been expressed in this Red Herring Prospectus in
such denominations or rounded-off to such number of decimal points as provided in such respective sources.

Unless the context otherwise indicates, any percentage amounts or ratios (excluding certain operational metrics),
relating to the financial information of our Company in this Red Herring Prospectus have been calculated on the
basis of amounts derived from our Restated Consolidated Financial Information.

Non- GAAP Financial Measures

This Red Herring Prospectus contains certain non-GAAP financial measures and certain other statistical
information relating to our operations and financial performance like total EBITDA, EBITDA margin, EBIT,
EBIT margin, RoE, RoCE, Net Worth, Return on Net Worth, Net Asset Value per Equity Share, Pre-tax Operating
Profit, Net Tangible Assets, Monetary Assets and Monetary Assets as a percentage of Net Tangible Assets relating
to our operations and financial performance that are not required by, or presented in accordance with, Ind AS, or
IFRS (together, “Non-GAAP Measures”). These Non-GAAP Measures are not a measurementof our financial
performance or liquidity under Ind AS, IFRS or US GAAP and should not be considered in isolation or construed
as an alternative to cash flows, profit/ (loss) for the years/ period or any othermeasure of financial performance or
as an indicator of our operating performance, liquidity, profitability or cash flows generated by operating,
investing or financing activities derived in accordance with Ind AS,IFRS or US GAAP. We compute and disclose
such non-Indian GAAP financial measures and such other statisticalinformation relating to our operations and
financial performance as we consider such information to be useful measures of our business and financial
performance. These Non-GAAP Measures and other statistical and other information relating to our operations and
financial performance may not be computed on the basis of any standard methodology that is applicable across the
industry and therefore may not be comparable to financial measures and statistical information of similar
nomenclature that may be computed and presented by other companies and are not measures of operating
performance or liquidity defined by Ind AS and may not be comparable to similarly titled measures presented by
other companies. See also “Risk Factors – Significant differences exist between Ind AS and other accounting

18
principles, such as US GAAP and International Financial Reporting Standards (“IFRS”), which investors may
be more familiar with and consider material to their assessment of our financial condition” on page 36.

Industry and Market Data

Unless otherwise stated, the industry and market data set forth in this Red Herring Prospectus have been obtained
or derived from a report titled “Industry Research Report on FIBC Industry – Global Flexible Intermediate Bulk
Packaging Industry”, dated July 29, 2024 (“CARE Report”) prepared and issued by CARE Analytics and
Advisory Private Limited (“CARE”), appointed by our Company pursuant to an engagement letter dated
September 15th, 2023 and such report has exclusively been prepared for the purpose of understanding the industry
in connection with the Offer, and commissioned by and paid by our Company, exclusively in relation to the Offer,
which is subject to the following disclaimer:

“This report is prepared by CARE Analytics and Advisory Private Limited (CareEdge Research). CareEdge
Research has taken utmost care to ensure accuracy and objectivity while developing this report based on
information available in CareEdge Research’s proprietary database, and other sources considered by CareEdge
Research as accurate and reliable including the information in public domain. The views and opinions expressed
herein do not constitute the opinion of CareEdge Research to buy or invest in this industry, sector or companies
operating in this sector or industry and is also not a recommendation to enter into any transaction in this industry
or sector in any manner whatsoever.

This report has to be seen in its entirety; the selective review of portions of the report may lead to inaccurate
assessments. However, for the purpose of covering the industry overview section of the Offer Documents, extracts
from the report may be published wherein the complete content in any particular sentence/chart/table is captured.
All forecasts in this report are based on assumptions considered to be reasonable by CareEdge Research;
however, the actual outcome may be materially affected by changes in the industry and economic circumstances,
which could be different from the projections.

The subscriber/user assumes the entire risk of any use made of this report or data herein. This report is for the
information of the authorised recipient in India only and any reproduction of the report or part of it would require
explicit written prior approval of CareEdge Research.

CareEdge Research shall reveal the report to the extent necessary and called for by appropriate regulatory
agencies, viz., SEBI, RBI, Government authorities, etc., if it is required to do so.

By accepting a copy of this Report or extracts of the report that may be published for the purpose of the Offer
Documents, the recipient accepts the terms of this Disclaimer, which forms an integral part of this Report.”

For risks in relation to commissioned reports, see “Risk Factors – Industry information included in this Red
Herring Prospectus has been derived from industry reports commissioned by us for such purpose. There can be
no assurance that such third-party statistical, financial and other industry information is either complete or
accurate.” on page 68. Our Company commissioned CARE Report shall also be available on the website of our
Company at www.tirupatibalajee.net

The extent to which industry and market data set forth in this Red Herring Prospectus is meaningful depends on
the reader’s familiarity with and understanding of the methodologies used in compiling such data. There are no
standard data gathering methodologies in the industry in which we conduct our business, and methodologies and
assumptions may vary widely among different industry sources. Accordingly, no investment decision should be
made solely on the basis of such information. Such data involves risks, uncertainties and numerous assumptions
and is subject to change based on various factors, including those disclosed in “Risk Factors” on page 36.

In accordance with the SEBI ICDR Regulations, the section “Basis for the Offer Price” on page 133 includes
information relating to our peer group. Such information has been derived from publicly available sources.
Accordingly, no investment decision should be made solely on the basis of such information. CARE has, through
its letter dated July 29, 2024 (“Letter”) accorded its consent to use the CARE Report in this Red Herring
Prospectus. CARE has also confirmed in the Letter that it is an independent agency, and that it is not related to
our Company, our Promoter, or our Directors.

Notice to Prospective Investors in the United States

19
The Equity Shares have not been recommended by any U.S. federal or state securities commission or regulatory
authority. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of
this Red Herring Prospectus or approved or disapproved the Equity Shares. Any representation to the contrary is
a criminal offence in the United States. In making an investment decision, investors must rely on their own
examination of our Company and the terms of the Issue, including the merits and risks involved. The EquityShares
in the Issue have not been and will not be registered under the United States Securities Act of 1933, as amended
(the “U.S. Securities Act”) or any other applicable law of the United States and, unless so registered, may not be
offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the U.S. Securities Act and applicable state securities laws. Accordingly, the
Equity Shares are being offered and sold (a) in the United States only to persons reasonably believed to be
“qualified institutional buyers” (as defined in Rule 144A under the U.S. Securities Act and referredto in this Red
Herring Prospectus as “U.S. QIBs”; for the avoidance of doubt, the term U.S. QIBs does not refer to a category of
institutional investor defined under applicable Indian regulations and referred to in this Red Herring Prospectus as
“QIBs”) in one or more private transactions exempt from the registration requirementsunder the U.S. Securities
Act and (b) outside of the United States to investors in offshore transactions as defined in and in compliance with
Regulation S and the applicable laws of the jurisdiction where those offers and sales occur. See “Other Regulatory
and Statutory Disclosures – Eligibility and Transfer Restrictions” on page 385.

The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other jurisdiction
outside India and may not be offered or sold, and Bids may not be made, by persons in any such jurisdiction except
in compliance with the applicable laws of such jurisdiction.

20
 FORWARD LOOKING STATEMENTS

This Red Herring Prospectus contains certain “forward-looking statements” which are not statements of historical
fact and may be described as “forward-looking statements”. These forward-looking statements include statements
which can generally be identified by words or phrases such as “aim”, “anticipate”, “believe”, “can”, “could”
“goal”, “expect”, “estimate”, “intend”, “objective”, “plan”, “project”, “should” “will”, “will continue”, “shall”
“seek to”, “will pursue” or other words or phrases of similar import. Similarly, statements that describe our
strategies, objectives, plans, or goals are also forward-looking statements. However, these are not the exclusive
means of identifying forward-looking statements.

These forward-looking statements are based on our present plans, estimates and expectations and actual results
may differ materially from those suggested by such forward-looking statements. All forward-looking statements
are subject to risks, uncertainties, and assumptions about us that could cause actual results to differ materially from
those contemplated by the relevant forward-looking statement. For the reasons described below, we cannot assure
investors that the expectations reflected in these forward-looking statements will prove to be correct. Therefore,
investors are cautioned not to place undue reliance on such forward-looking statements and not to regard such
statements as a guarantee of future performance.

Actual results may differ materially from those suggested by the forward-looking statements due to risks or
uncertainties associated with the expectations with respect to, but not limited to, regulatory changes pertaining to
the industry in which our Company has businesses and our ability to respond to them, our ability to successfully
implement our strategy, our growth and expansion, technological changes, our exposure to market risks, general
economic and political conditions in India and globally which have an impact on our business activities or
investments, the monetary and fiscal policies of India, inflation, deflation, unanticipated turbulence in interest
rates, foreign exchange rates, equity prices or other rates or prices, the performance of the financial markets in
India and globally, changes in laws, regulations and taxes and changes in competition in our industry and incidence
of any natural calamities and/or acts of violence.

Certain important factors that could cause actual results to differ materially from our expectations include, but are
not limited to, the following:

i. All our manufacturing facilities are situated at Pithampur, Madhya Pradesh resulting in concentration in a
single region. Any localized social unrest, natural disaster, delay in production at, or shutdown of, or any
interruption for a significant period of time, in these facilities may in turn adversely affect our business,
financial condition and results of operations
ii. There is an increased awareness towards controlling pollution and many economies including India have
joined in the efforts to ban plastic product. In case any plastic packaging products manufactured by us are
banned in India or in any of the markets where we export our products, it could have a material and adverse
effect on our business and results of operations.
iii. Our Company's name may suggest involvement in agro business, leading to misconceptions among investors
iv. Our Company has negative cash flows from its operating, investing and financing activities in the past years,
details of which are given below. Sustained negative cash flow could impact on our growth and business.
v. Increased revenue may not necessarily lead to higher margins, as they are affected by raw material costs,
finance expenses, and other operational costs
vi. Poly Propylene granules, Poly Propylene (LDPE) and High-Density Polyethylene (HDPE) of different grades
is our primary raw material constituting a significant percentage of our Company’s total expenses. The
business is susceptible to adverse impacts from fluctuations in crude oil prices affecting polymer costs, and
risks associated with foreign exchange movements during polymer imports. Additionally, increases in raw
material prices, supply shortages, and cost overruns pose potential adverse effects on our operations. Increases
in the prices of raw materials, their availability, quality and cost overruns could have adverse effect on us
vii. Heavy reliance on short-term raw material contracts, coupled with exposure to price fluctuations and lack of
hedging policies, poses a significant threat. Our Company is further subject to uncertainties in the supply of
raw materials and there is no assurance that our suppliers will continue to sell raw materials to us as per our
requirements. This could impact the business and financial performance of our Company
viii. Our Company has lapsed /delayed in making the required filings under Companies Act, 2013 and under the
applicable provisions of Companies Act, 1956.
ix. Majority portion of our domestic sales are derived from the western zone and any adverse developments in
this market could adversely affect our business.
x. The volatile fluctuations in crude oil prices, particularly during events like COVID-19 and the Russia-Ukraine
war, can result in substantial changes in manufacturing costs and gross profit margins within the FIBC market,

21
 ultimately impacting the company's financial position.

For a discussion of factors that could cause our actual results to differ from our expectations, see “Risk Factors”,
“Our Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”
on pages 36, 179 and 342, respectively. By their nature, certain market risk disclosures are estimates and could be
materially different from what actually occurs in the future. As a result, actual gains or losses could materially
differ from those that have been estimated and are not a guarantee of future performance.

There can be no assurance to Bidders that the expectations reflected in these forward-looking statements will
prove to be correct. Given these uncertainties, Bidders are cautioned not to place undue reliance on such forward-
looking statements and not to regard such statements to be a guarantee of our future performance.

Forward-looking statements reflect our views as of the date of this Red Herring Prospectus and are not a guarantee
of future performance. These statements are based on our management’s beliefs and assumptions, which in turn
are based on the currently available information. Although we believe that the assumptions upon which these
forward-looking statements are based are reasonable, any of these assumptions could prove to be inaccurate, and
the forward-looking statements based on these assumptions could be incorrect. None of our Company, Promoter,
Directors, the Selling Shareholder and the BRLMs or their respective affiliates have any obligation to update or
otherwise revise any statements reflecting circumstances arising after the date hereof or to reflect the occurrence
of underlying events, even if the underlying assumptions do not come to fruition.

In accordance with the SEBI ICDR Regulations, our Company will ensure that investors in India are informed of
material developments from the date of filing of the Red Herring Prospectus until the date of Allotment. The
Selling Shareholder, (through our Company and the BRLMs) will ensure that investors are informed of material
developments in relation to the statements and undertakings expressly made by the Selling Shareholder in the
Red Herring Prospectus until the date of Allotment. Only statements and undertakings which are specifically
confirmed or undertaken by Selling Shareholder, as the case may be, in this Red Herring Prospectus shall be
deemed to be statements and undertakings made by such Selling Shareholder.

22
 SUMMARY OF THE OFFER DOCUMENT

The following is a general summary of the terms of the Offer and is neither exhaustive, nor does it purport to
contain a summary of all the disclosures in this Red Herring Prospectus or all details relevant to prospective
investors. This summary should be read in conjunction with, and is qualified in its entirety by, the more detailed
information appearing elsewhere in this Red Herring Prospectus, including “Risk Factors”, “Objects of the
Offer”, “Our Business”, “Industry Overview”, “Capital Structure”, “The Offer”, “Financial Information”,
“Outstanding Litigation and Other Material Developments”, “Offer Procedure” and “Description of Equity
Shares and Terms of Articles of Association” on pages 36,108, 179,147,92,76, 255, 374 and 429, respectively of
this Red Herring Prospectus.

Summary of the primary business of the Company

We are engaged in the business of manufacturing and selling of Flexible Intermediate Bulk Containers (FIBCs)
i.e. large flexible bags and other industrial packaging products such as woven sacks, woven fabric and narrow
fabric, tapes in the Indian domestic market and overseas. We offer customised products and cater to the bulk
packaging solutions of our clients from diverse industries like chemicals, agrochemicals, food mining, waste
disposal industry, agriculture industry, lubricants and edible oil by supplying them our FIBC products for
transportation purposes and their packaging requirement. We provide a labor-saving alternative for packaging
and transportation, making loading and unloading of vessels, containers, or trucks more efficient.

The details of revenues from export and domestic market are as follows:
(Rs. in lakhs)
Particulars FY 2023-24 % of Total FY 2022- % of Total FY 2021- % of Total
Revenue 23 Revenue 22 Revenue
Export Sales 26,465.87 49.04% 30,487.89 64.13% 37,506.67 84.44%
Domestic Sales
(Including other 27,500.21 50.96% 17,055.44 35.87% 6,911.37 15.56%
operating Revenue)
Total 53,966.08 100.00% 47,543.33 100.00% 44,418.05 100.00%

The Export Sales contributes to Rs. 26,465.87 Lakhs (49.04 % of Total Revenue) and Rs. 30,487.89 Lakhs
(64.13% of Total Revenue) as compared to Domestic Sales of Rs. 27,500.21 Lakhs (50.96% of Total Revenue)
and Rs. 17,055.44 Lakhs (35.87% of Total Revenue) in FY 2024 and FY 2023 respectively. Export Sales of Rs.
37,506.67 Lakhs (84.44% of Total Revenue) as compared to Domestic sales Rs. 6,911.37 Lakhs (15.56% of Total
Revenue) in FY 2022. FIBC produced by our Company are designed to handle loads ranging from 500 kg to
2,500 kg. (Source: Care Edge Report).

For further information, see “Our Business” on page 179.

Summary of the Industry

The FIBC market in India has grown by almost 38% in the last 10 years. The installed capacity of the FIBC
Industry grew by around 3.3% y-o-y (year-on-year) in 2022. It reaches around 205.5 million units by the end of
2023. The production of the FIBC industry declined by around 3.3% y-o-y in 2022 but increased by 8% y-o-y in
2023. The FIBC market was valued at 926 USD million in 2023 and has grow at a CAGR of 6.7% during the
period, 2020-2023. FIBCs offer a convenient way to store and transport food products. This is because they are
lightweight, easy to handle, and can be stacked to save space. India is a major exporter of food products. Food-
grade FIBCs are used to transport food products to overseas markets. Moreover, the FIBC industry’s consumption
is likely to reach 69 million units at the end of the 2024. It has been growing at a CAGR of 5% during 2020-2023,
owing to the increasing consumption from the chemicals & petrochemicals, food & agriculture, construction &
mining sectors. This expansion can be majorly attributed to expanding businesses such as food and agriculture,
medicinal products, and chemicals and fertilizers.

The global FIBC consumption market was valued at USD 4,647 million in 2022. The global FIBC consumption
market was valued at USD 4,856 million in 2023. Under the global FIBC market, Type A Bulk Bags stand at 43%
market share followed by Type B Bulk Bags, Type C Bulk Bags, and Type D Bulk Bags, which account for 37%,
14% and 7% respectively in 2023. The market growth is attributed to the rising need to reduce the weight of bulk

23
packaging, the thriving food and pharmaceutical industries, and the expanding manufacturing and construction
sectors in developing regions. Moreover, the FIBC market is expanding due to growing environmental concerns
and the rising demand for lightweight, biodegradable bulk packaging materials, particularly in the pharmaceutical
sector.

For further information, see “Industry Overview” on page 147.

Promoter
Our Promoter is Binod Kumar Agarwal.

For further details, see “Our Promoter and Promoter Group” on page 249.

Offer size
The following table summarizes the details of the Offer size:

Offer (1)(2) Of which Up to 2,04,40,000 Equity Shares for cash at a price of ₹ [●] per Equity Share
(including a premium of ₹ [●] per Equity Share) aggregating up to ₹ [●] lakhs
-Fresh Issue(1) Up to 1,47,50,000 Equity Shares, aggregating up to ₹ [●] lakhs
-Offer for Sale(2) (3) Up to 56,90,000 Equity Shares, aggregating up to ₹ [●] lakhs by the Selling
Shareholder
(1) The Offer has been authorised by our Board pursuant to a resolution passed at its meeting held on February 08, 2024 and
the Fresh Issue has been authorised by our Shareholder pursuant to their resolution dated March 06, 2024.
(2) For details on authorization of the Selling Shareholder in relation to the Offered Shares, see “The Offer” and “Other
Regulatory and Statutory Disclosures” on pages 76 and 384.
(3) The Selling Shareholder has specifically confirmed that the Offered Shares are eligible to be offered for sale in the Offer
in accordance with the SEBI ICDR Regulations as stated below:

Sr. No. Name of the Selling Shareholder Date of consent letter Number of
Offered shares
1. Binod Kumar Agarwal February 08, 2024 Up to 56,90,000
For details on the authorization of the Selling Shareholder in relation to the Offered Shares, see “OtherRegulatory and
Statutory Disclosures” beginning on page 384.

The Offer shall constitute [●] % of the post Offer paid up Equity Share capital of our Company.

For further details, see “Offer Structure” and “The Offer” beginning on pages 403 and 76.

Objects of the Offer

The Net Proceeds are proposed to be used in accordance with the details provided in the following table:
(in ₹ lakhs)
Particulars Amount
Repayment and/or prepayment, in part or full, of certain of our
3,145.36
outstanding borrowings availed by our Company.
Investment in our subsidiaries HPPL, STBFL and JPPL for Repayment
and/or prepayment, in part or full, of certain of outstanding borrowings 2,082.14
availed
Funding incremental working capital requirements of our Company 1,350.00
Investment in our subsidiaries HPPL, STBFL and JPPL for funding 1,074.00
working capital requirements.
General corporate purpose* [●]
Net Proceeds* [●]

* To be finalised upon determination of the Offer Price and updated in the Prospectus prior to filing with theRoC. The
amount utilised for general corporate purposes shall not exceed 25% of the Gross Proceeds.

For further details, see “Objects of the Offer” on page 108.

24
Aggregate pre-Offer shareholding of our Promoter and Promoter Group and Selling Shareholder as a
percentage of our paid-up Equity Share capital

The aggregate pre-Offer shareholding of our Promoter and Promoter Group as a percentage of the pre-Offer paid-
up Equity Share capital of the Company is set out below:

Name Pre-Offer equity share capital Post-Offer equity share capital

No. of pre- Offer Percentage of the No. of Post- Percentage of
Equity Shares pre-Offer paid- Offer Equity the post-offer
held up Equity Share Shares held paid-up
Capital Equity
Share Capital
Promoter
Binod Kumar Agarwal 5,90,57,490 88.38 [●] [●]
Total (A) 5,90,57,490 88.38 [●] [●]

The aggregate pre-Offer shareholding of the Selling Shareholder as on the date of this Red Herring Prospectus is
as follows:

Name of the Selling Pre-Offer equity share capital Post-Offer equity share capital
Shareholder No. of pre- Offer Percentage of the No. of Post- Offer Percentage ofthe
Equity Shares pre-Offer paid-up Equity Shares post-offer paid-
held Equity held up Equity Share
Share Capital Capital
Binod Kumar Agarwal 5,90,57,490 88.38 [●] [●]

Summary of Selected Financial Information

The summary of our select financial information as per the Restated Consolidated Financial Statements is set
forth below:
(₹ in lakhs, except per share data)
As at March 31, As at March 31, As at March 31,
Particulars 2024 2023 2022
(Consolidated) (Consolidated) (Consolidated)
(A) Equity share capital(1) 6,682.09 115.80 114.57
(B) Net Worth (Total Equity) 17,306.50 11,021.19 9,222.97
(C) Net asset value per Equity
27.54 18.66 15.62
Share(2)
(D)Total Borrowings 24,368.72 22,380.73 24,005.52
(E) Total Income 55,282.11 47,813.65 45,378.77
(F) Profit for the period 3,607.27 2,071.80 1,365.90
(G) Earnings per share
- Basic(3) 5.74 3.51 2.31
- Diluted(4) 5.74 3.51 2.31
(1) Increase in equity share capital pursuant to Bonus issue and Preferencial Issue. For further details see “Capital
Structure - Share Capital History of our Company” on page 92.
(2) Net Asset Value (in ₹) = Equity attributable to owners of the Company divided by weighted average numbers of equity
shares outstanding during the year / period.
(3) Basic EPS (₹) = Restated Net profit/loss attributable to equity shareholders / weighted average number of equity shares
outstanding during the year.
(4) Diluted EPS (₹) = Restated Net profit/loss attributable to equity shareholders / weighted average number of diluted
equity shares outstanding during the year.

For details, see “Financial Information” on page 255.

Auditor’s qualifications which have not been given effect to in the Restated Consolidated Financial
Statements

25
There are no auditor qualifications which have not been given effect to in the Restated Consolidated Financial
Statements.

Risk Factors

Investors are advised to read the risk factors carefully before taking an investment decision in the Offer. For
details of the risks applicable to us, see “Risk Factors” on page 36.

Summary of contingent liabilities

The following is a summary table of our contingent liabilities as per Ind AS 37 as on March 31, 2024, as
indicated in our Restated Consolidated Financial Information:
(₹ in lakhs)
Sr. Particulars As at March 31, 2024
No.
Contingent liabilities
a) Corporate Guarantees given to bank 9,352.03
b) Bank Guarantees 17.13
b) Income Tax Demands 100.23
c) VAT & Penalty 19.28
d) Goods & Service Tax -
e) Disputed Claim of Suppliers 65.23
Total 9,553.90

For details relating to contingent liabilities of our Company, see “Restated Consolidated Financial Statements”
on page 255.

26
Summary table of outstanding litigations

A summary of outstanding litigation proceedings involving our Company, Promoter, Subsidiary, and Directors, as disclosed in “Outstanding Litigation and Other Material
Developments” on page 374, in terms of the SEBI ICDR Regulations and the Materiality Policy approved by our Board pursuant to a resolution dated November 22, 2023,
as of the date of this Red Herring Prospectus is provided below:

Name of Entity Criminal Civil/ Arbitration Tax Proceedings Labour Disputes Consumer Complaint Aggregate
Proceedings Proceedings Complaints under Section amount
138 of NI Act, involved (Rs. in
1881 lakhs)
Company
By the Company 1 Nil Nil Nil Nil 2 367.75
Against the Company Nil Nil 5 Nil Nil Nil 49.61
Promoter
By the Promoter Nil Nil Nil Nil Nil Nil Nil
Against the Promoter 1 1 Nil Nil Nil Nil 37.61
Group Companies
By Group Companies Nil Nil Nil Nil Nil Nil Nil
Against Group Companies Nil Nil Nil Nil Nil Nil Nil
Directors other than promoter
By the Directors Nil Nil Nil Nil Nil Nil Nil
Against the Directors 1 Nil Nil Nil Nil Nil Nil
Subsidiaries
By the Subsidiaries Nil Nil Nil Nil Nil Nil Nil
Against the Subsidiaries Nil Nil 4 Nil Nil Nil 69.90
* In accordance with the Materiality Policy
**To the extent quantifiable

For further details, see “Outstanding Litigation and Material Developments” on page 374.

27
Summary of related party transactions
(₹ in lakhs)
% of Revenue % of Revenue % of Revenue
S. For year ended For year ended For year ended
Particulars from from from
No. March 31, 2024 March 31, 2023 March 31, 2022
Operations Operations Operations
A Key management personnel
I Binod Kumar Agarwal
Managerial Remuneration 120.00 0.22% 120.00 0.25% 120.00 0.27%
II Hamza Hussain
Remunerations 7.36 0.01% 6.68 0.01% 6.31 0.01%
III Vipul Goyal
Remunerations 4.56 0.01% 6.92 0.01% 5.70 0.01%
IV Ranjan Kumar Mohapatra
Remunerations 9.00 0.02% 4.51 0.01% 4.51 0.01%
V Sakul Grover - - - - - -
Remunerations 15.46 0.03% 32.50 0.07% 27.50 0.06%
VI Anubha Mishra
Remunerations 5.30 0.01% - - - -
VII Amit Bajaj
Remunerations 0.08 - - - - -
VIII Ruchi Joshi Meratia
Remunerations 0.08 - - - - -
IX Palash Jain
Remunerations 0.08 - - - - -
X Nimisha Agrawal
Remunerations 4.47 0.01% - - - -
XI Rishika Singhai
Remunerations 2.05 - - - - -
XII Amit Agarwal
Remunerations 0.83 - - - - -
B Relatives of Key Management Personnel
I Sunita Agarwal
Remuneration 24.00 0.04% 48.00 0.10% 48.00 0.11%
II Vinita Agarwal
Remuneration 16.20 0.03% 27.00 0.06% 32.40 0.07%
III Chanchal Agarwal
Remuneration 9.00 0.02% 18.00 0.04% 18.00 0.04%

28
 % of Revenue % of Revenue % of Revenue
S. For year ended For year ended For year ended
Particulars from from from
No. March 31, 2024 March 31, 2023 March 31, 2022
Operations Operations Operations
IV Anant Agarwal (Jumbo Junction)
Remuneration 9.00 0.02% 18.00 0.04% 18.00 0.04%
Sale - - 15.32 0.03% - -
Capital Goods Purchased# 9.64 0.02% 29.08 0.06% 2.79 0.01%
Expenditure 0.26 - -
Rent Paid 65.98 0.12% 65.98 0.14% 65.98 0.15%
V Ranjana Grover
Salary Paid 9.00 0.02% 18.00 0.04% - -
C Enterprises over which key management
personnel is able to exercise significant
influence*
I Aon Textiles Pvt Ltd.
Sale 1,170.26 2.17% 757.35 1.59% 437.62 0.99%
Purchase 1,840.02 3.41% 1,941.06 4.08% 1,335.16 3.01%
Job Work Recd. 22.53 0.04% 39.68 0.08% 9.59 0.02%
Job Work Paid 41.64 0.08% 51.26 0.11% 186.76 0.42%
Capital Goods Sold# - - 10.50 0.02% - -
Rent Received - - - - - -
II Ever Bags Packaging Private Limited##
Sale 5,256.11 9.74% 6,386.56 13.43% 111.25 0.25%
Purchase 6,734.59 12.48% 6,527.38 13.73% 0.63 0.00%
Job Work Paid$ 9.42 0.02% 279.69 0.59% 215.89 0.49%
Job Work Recd.^ 90.41 0.17% 31.39 0.07% - -
Capital Goods Purchased# - - 29.62 0.06% - -
Capital Goods Sold# 16.66 0.03% - - - -
III Foamnet Plastics Pvt. Ltd.
Sale 94.57 0.18% 122.74 0.26% - -
Purchase 47.72 0.09% - - -
Job Work Paid$ - - 21.12 0.04% - -
Capital Goods Sold# - - 7.00 0.01% - -
Rent Received - - 0.80 0.00% - -
IV Stable Textile Pvt. Ltd.
Sale 1,017.10 1.88% 34.55 0.07% 180.28 0.41%
Purchase 1,069.24 1.98% 364.09 0.77% 538.65 1.21%

29
 % of Revenue % of Revenue % of Revenue
S. For year ended For year ended For year ended
Particulars from from from
No. March 31, 2024 March 31, 2023 March 31, 2022
Operations Operations Operations
Capital Goods Purchased# 7.05 0.01% 32.31 0.07% - -
Job Work Recd. ^ 1.41 - - - 12.28 0.03%
Capital Goods Sold# 3.09 0.01% - - - -
TOTAL 17,734.16 32.86% 17,047.09 35.86% 3,377.30 7.60%
^Job work received: The minimal amount received for the work undertaken by the Company at its plant in consideration like manufacturing of fabric, tape, thread and belt
etc of the other parties engaged in similar line of activities.
$
Job work paid: The amount paid by the Company to get the work done of the similar nature from the other party in consideration like manufacturing of fabric, tape, thread
and belt etc.
#
Capital goods sold/purchased: The Company sold/ purchased machines/ other fixed assets to/from other party in consideration. This is done when the Company has any
machine/ other assets in spare and other company needs it. The transaction is done at the arm’s length basis.

*The transactions with related parties are made in the normal course of business and on terms equivalent to those that prevail in arm’s length transactions. All the related
party transactions are reviewed and approved by board of directors.
##
The details of the sales and purchase transactions from Ever Bags Packaging Private Limited for the period ended March 31, 2024 and March 31, 2023 and are as under:

Sales for the Period 1st April 2023 to 31st March 2024
(Rs.in Lakhs)
Holding Company Subsidiary Companies
Shree Tirupati Balajee Shree Tirupati Honourable
Jagannath Plastic
Sales to Everbags Packaging Pvt Ltd Agro Trading Balajee FIBC Packaging Private Amount
Private Limited
Company Limited Limited Limited
Wide Width Fabrics 686.27 - 595.14 20.64 1,302.05
UV Treated Plastic Granuals 95.70 - 130.00 25.90 251.60
Wastage 1,038.52 - - 511.90 1,550.42
PE Liner 46.26 - - - 46.55
Coloured Master Batch 38.50 - 52.48 - 90.98
Belt 13.46 - 38.31 - 51.77
Stiching Thread 8.37 - 0.19 - 8.56
DOC/BALE COVER 1.16 - - - 1.16
Multifilament Yarn 6.78 - 1.10 - 7.88
Tape 1,737.90 - 15.36 - 1,753.26
Fabric Cutting Scrap - 139.05 - - 139.05
Filler Cord 0.51 - - - 0.51

30
 Others 41.07 0.11 10.03 - 51.21
PLASTIC CORRUGATED SHEET 0.09 0.07 - - -
Total 3,715.49 139.23 842.95 558.44 5,256.11

Purchase for the Period 1st April 2023 to 31st March 2024
(Rs.in Lakhs)
Holding Company Subsidiary Companies
Shree Tirupati Balajee Shree Tirupati
Jagannath Plastic Honourable Packaging
Purchase to Everbags Packaging Pvt Ltd Agro Trading Balajee FIBC Amount
Private Limited Private Limited
Company Limited Limited
Recycled Fabric 2,968.46 - 549.83 - 3,518.29
Reprocessed Granuals 1,410.04 0.80 286.67 68.04 1,765.56
Lumps 3.11 - - 100.66 103.77
Container Liner 25.02 - - - 25.02
TIE 0.01 - 1.92 - 1.93
PP Bags 9.46 - - - 9.46
Jumbo Bags/ Over Size Bags 825.92 - - - 825.92
POY 0.29 45.86 - - 46.15
Tape (Return/Rejected) - - 154.55 1.13 155.68
Filler Cord 107.52 - 16.35 - 123.86
Others 2.53 0.02 1.20 - 3.74
CORRUGATED BOX / SHEET 17.96 6.56 - - 24.52
Crimp Yarn 103.26 - 2.89 - 106.15
Rope (Return/Rejected) 18.71 - 5.82 - 24.53
Total 5,492.29 53.24 1,019.23 169.83 6,734.59

Sales for the Period 1st April 2022 to 31st March 2023
(Rs.in lakhs)
Holding Company Subsidiary Companies
Sales to Everbags Packaging Pvt Ltd Shree Tirupati Balajee Shree Tirupati Honourable
Jagannath Plastic
Agro Trading Balajee FIBC Packaging Private Amount
Private Limited
Company Limited Limited Limited
Wide Width Fabrics 331.19 - 460.88 64.40 856.47
UV Treated Plastic Granules 278.45 - 318.95 221.67 819.08
Wastage 272.16 - - 759.38 1,031.54
PE Liners 27.52 - - - 27.52
Coloured Master Batch 21.89 - 134.41 - 156.30

31
Belt 13.71 - 24.63 - 38.35
Small Bags 8.36 - 0.41 - 8.76
Stiching Thread 7.89 - 4.43 - 12.32
DOC/BALE COVER 0.28 - - - 0.28
Multifilament Yarn (Return/Rejected) 0.49 - - - 0.49
Stretch Film 0.15 - - - 0.15
Tape 3,346.28 - 63.32 - 3,409.61
Fabric Cut 0.04 - - - 0.04
Filler Cord 0.36 - 17.51 - 17.88
Others 0.91 0.83 - - 1.74
PLASTIC CORRUGATED SHEET (Return/Rejected) - - 2.26 - 2.26
Crimp Yarn (Return/Rejected) - - 0.95 - 0.95
Rope - - 2.82 - 2.82
Total 4,309.69 0.83 1,030.59 1,045.46 6,386.56

Purchase for the Period 1st April 2022 to 31st March 2023
(Rs.in lakhs)
Holding Company Subsidiary Companies
Purchase from Everbags Packaging Pvt Ltd Shree Tirupati Balajee Shree Tirupati Honourable
Jagannath Plastic
Agro Trading Balajee FIBC Packaging Private Amount
Private Limited
Company Limited Limited Limited
Recycled Fabric 3,212.39 - 1,170.17 - 4,382.56
Reprocessed Granuals 474.00 - 345.90 8.95 828.85
Lumps 43.71 - 0.22 158.87 202.79
Container Liner 15.47 - - - 15.47
Master Batch (Return/Rejected) 0.23 - 2.97 - 3.19
TIE 2.55 - 0.35 - 2.89
PP Bags 4.29 - - - 4.29
Jumbo Bags/ Over Size Bags 389.87 0.89 - - 390.76
POY - 294.50 5.32 - 299.81
Multifilament Yarn 1.32 - 81.56 - 82.87
Tape (Return/Rejected) - - 0.94 - 0.94
Filler Cord 7.89 - 6.79 - 14.68
Others 1.12 - - - 1.12
CORRUGATED BOX / SHEET 11.39 3.42 3.06 - 17.87
Crimp Yarn 110.43 - 146.43 - 256.87
Rope (Return/Rejected) 0.02 - - - 0.02

32
 Store Consumable 0.50 - - - 0.50
SOFT LUGGAGE & BAG PACKING (PUR.) 21.91 - - - 21.91
Total 4,297.07 298.80 1,763.69 167.82 6,527.38

For further details of the related party transactions, as per the requirements under Ind AS 24 ‘Related Party Disclosures’, see chapter “Related Party Transactions” on
page 341.

[Remainder of this page intentionally kept blank]

33
Details of all financing arrangements

Our Promoter, members of our Promoter Group, our Directors, and their relatives have not financed the purchase
by any person of securities of our Company other than in the normal course of the business of the financing entity
during the period of six months immediately preceding the date of this Red Herring Prospectus.

Weighted average price at which the specified securities were acquired by our Promoter and the Selling
Shareholder in the last one year preceding the date of this Red Herring Prospectus

The weighted average price at which the specified securities were acquired by our Promoter and the Selling
Shareholder in the last one year preceding the date of this Red Herring Prospectus is as follows:

Name Number of Equity Sharesacquired Weighted average price of

in the last one year acquisition per Equity Share
(in ₹) *
Binod Kumar Agarwal# 6,26,943 0.00
*As certified by M.S. Dahiya & Co., Chartered Accountants by way of their certificate dated August 30, 2024
#Mr. Binod Kumar Agarwal is also the Selling Shareholder.

Acquisition of Equity Shares of our Promoter and Selling Shareholder

The average cost of acquisition of Equity Shares held by our Promoter and Selling Shareholder as on the date of
the Red Herring Prospectus is as follows:

Name Number of Equity Percentage of Average cost of

Shares Held shareholding (%) acquisition per Equity
Share (in ₹)*
Binod Kumar Agarwal# 5,90,57,490 88.38 2.78
*As certified by M.S. Dahiya & Co, Chartered Accountants, by way of their certificate dated August 30, 2024
#Mr. Binod Kumar Agarwal is also the Selling Shareholder.

Weighted average cost of acquisition of all shares transacted inlast one year, 18 months and three years
preceding the date of this Red Herring Prospectus:

Cap Price is ‘x’ times Range of acquisition

Weighted average cost
Period the weighted average price: lowest price –
of acquisition (in ₹)(1)
cost of acquisition(1)(2) highest price (in ₹) (1)
Last one year preceding the
date of this Red Herring 42.00 [●] [●]
Prospectus
Last 18 months preceding
the date of this Red Herring 4.995 [●] [●]
Prospectus
Last three years preceding
the date of this Red Herring 4.995 [●] [●]
Prospectus
(1)
As certified by M.S. Dahiya & Co, Chartered Accountants, by way of theircertificate dated August 30, 2024
(2)
To be updated upon finalization of the Price Band.

Details of price at which specified securities were acquired by our Promoter, the members of the Promoter
Group, the Selling Shareholder and Shareholders with rights to nominate directors or have other rights, in
the last three years preceding the date of this Red Herring Prospectus

There have been no specified securities that were acquired in the last three years precedingthe date of this Red
Herring Prospectus, by our Promoter, Promoter Group and Selling Shareholder and Shareholders with rights to
nominate directors or have other rights.

34
Size of the pre-IPO placement and allottees, upon completion of the placement

Our Company does not contemplate any issuance or placement of Equity Shares by way of a pre-IPO placement,
from the date of this Red Herring Prospectus till the listing of the Equity Shares.

Issue of Equity Shares for consideration other than cash or bonus issue in the last one year

Our Company has not issued any Equity Shares in the last one year from the date of this Red Herring Prospectus,
for consideration other than cash.

Any split/consolidation of Equity Shares in the last one year

Our Company has not undertaken any split/consolidation of its Equity Shares in the last one year from the date of
this Red Herring Prospectus.

Exemption from complying with any provisions of securities laws, if any, granted by SEBI

Our Company has not made any application under the SEBI ICDR Regulations seeking exemption from
complying with any provisions of securities laws, as on the date of this Red Herring Prospectus other than as stated
below.

We had made an exemption application dated June 29, 2024 to SEBI for relaxation in terms of Regulation
300(1)(c) of the SEBI ICDR Regulations from disclosing Mr. Bijay Kumar Khairati Agarwala and his Connected
Entities as a member of the Promoter Group of our Company in the Offer Documents in accordance with SEBI
ICDR Regulations. (“Exemption Application”)

Pursuant to SEBI vide Letter SEBI/HO/CFD/RAC-DIL2/P/OW/2024/22720/1 dated July 10, 2024, SEBI has
rejected the Exemption Application on the grounds that apart from the existence of family dispute there is no other
ground for seeking exemption and the same does not qualify for exemption under Regulation 300 of the SEBI
ICDR Regulations. SEBI has further directed to classify and disclose Mr. Bijay Kumar Khairati Agarwala and
entities associated with him as a part of the promoter group and inform them of such inclusion, disclose the
inability to obtain information about entities belonging to the said relative of the promoter in the offer document,
to incorporate an appropriate risk factor disclosing the same.

35
 SECTION II – RISK FACTORS

An investment in Equity Shares involves a high degree of risk. You should carefully consider all the information in
this Red Herring Prospectus, including the risks and uncertainties described below, before making an investment in
our Equity Shares. In making an investment decision, prospective investors must rely on their own examination of
our Company and the terms of this offer including the merits and risks involved. Any potential investor in, and
subscriber of, the Equity Shares should also pay particular attention to the fact that we are governed in India by a
legal and regulatory environment in which some material respects may be different from that which prevails in
other countries. The risks and uncertainties described in this section are not the only risks and uncertainties we
currently face. Additional risks and uncertainties not known to us or that we currently deem immaterial may also
have an adverse effect on our business. If any of the following risks, or other risks that are not currently known or
are now deemed immaterial, actually occur, our business, results of operations and financial condition could suffer,
the price of our Equity Shares could decline, and you may lose all or part ofyour investment. Additionally, our
business operations could also be affected by additional factors that are not presently known to us or that we
currently consider immaterial to our operations.

Unless otherwise stated in the relevant risk factors set forth below, we are not in a position to specify or quantify
the financial or other implications of any of the risks mentioned herein. Unless otherwise stated, the financial
information of our Company used in this section is derived from our restated consolidated financial statements
prepared in accordance with Ind AS and the Companies Act and restated in accordance with the SEBI ICDR
Regulations. To obtain a better understanding, you should read this section in conjunction with the chapters titled
‘Our Business’ beginning on Page 179, ‘Industry Overview’beginning on Page 147 and ‘Management’s Discussion
and Analysis of Financial Condition and Resultsof Operations’ beginning on Page 342 respectively, of this Red
Herring Prospectus as well as other financial information contained herein.

The following factors have been considered for determining the materiality of Risk Factors:
• Some events may not be material individually but may be found material collectively;
• Some events may have material impact qualitatively instead of quantitatively;
• Some events may not be material at present but may have material impact in future.
The financial and other related implications of the risks concerned, wherever quantifiable, have been disclosed in
the risk factors mentioned below. However, there are risk factors where the impact may not be quantifiable and
hence the same has not been disclosed in such risk factors. Unless otherwise stated, the financial information of the
Company used in this section is derived from our financial statements under Ind AS, as restated in this Red Herring
Prospectus. Unless otherwise stated, we are not in a position to specify or quantify the financial or other risks
mentioned herein. For capitalized terms used but not defined in this chapter, refer to the chapter titled ‘Definitions
and Abbreviation’ beginning on Page 1 of this Red Herring Prospectus. The numbering of the risk factors has been
done to facilitate ease of reading and reference and does not in any manner indicate the importance of one risk
factor over another.

Unless otherwise indicated, industry and market data used in this section has been derived from a report entitled
“Industry Research Report on FIBC Industry – Global Flexible Intermediate Bulk Packaging Industry”” dated July,
29, 2024, by CARE Analytics and Advisory Private Limited (“CARE Report”) commissioned and paid for by our
Company exclusively for the purpose of the Offer pursuant to the engagement letter dated September 15, 2023.
Unless otherwise indicated, all financial, operational, industry and other related information derived from CARE
Report and included herein with respect to any particular year refers to such information for the relevant calendar
year.

This Red Herring Prospectus contains industry information that has been extracted or derived from an industry
report prepared by CARE Analytics and Advisory Private Limited, which was commissioned and paid for by our
Company”. To the extent the COVID-19 pandemic negatively affects our business and results of operations, it may
also have the effect of heightening many of the other risks described in this section. In making an investment decision,
prospective investors must rely on their own examinations of us and the terms of the Offer, including the merits and
risks involved. Prospective investors should consult their tax, financial and legal advisors about the particular
consequences they could encounter in investing in Equity Shares. This section contains forward-looking statements
that involve risks, assumptions, estimates and uncertainties. Our actual results may differ materially from those
anticipated in these forward-looking statements as a result of certain factors, including the considerations described
below and elsewhere in this Red Herring Prospectus. For further details, see “Forward-Looking Statements” on
Page 21.

36
 Internal Risk Factors:

1. All our manufacturing facilities are situated at Pithampur, Madhya Pradesh resulting in concentration in a single
region. Any interruption for a significant period of time, in these facilities may in turn adversely affect our
business, financial condition and results of operations.

Our Company and our Subsidiaries collectively operate through 5 (five) manufacturing facilities and all the five
manufacturing facilities are situated at Pithampur, Madhya Pradesh. Two of our Company’s manufacturing facilities
are situated at Plot No-192, Sector-1 and Plot No-640, Sector-3, Pithampur, Dhar - 454 775, Madhya Pradesh, India.
The remaining three manufacturing facilities are of our Subsidiaries namely Jagannath Plastics Private Limited,
Honourable Packaging Private Limited and Shree Tirupati Balajee FIBC Limited and are situated at Plot No 640-B
Sector- 3, Dhar, Pithampur-454 775, Madhya Pradesh, India; Plot No. 640-A, Sector-3, Industrial Area, Dhar,
Pithampur-454 775, Madhya Pradesh, India and Plot No. A.P.-14 (Apparel Park), SEZ Phase-II, Industrial Area,
Pithampur-454 774, Madhya Pradesh, India, respectively. Thereby resulting in concentration in a single region,
posing a concentration risk. The occurrence of any significant localized social unrest, natural disaster, delay in
production at, or shutdown of, or any interruption, including political instability, workforce productivity issues,
regulatory compliance challenges, production cost difficulties, or quality assurance concerns, along with
unforeseeable events such as natural disasters or pandemics like COVID-19 in or around Pithampur, Madhya
Pradesh, or any delay or disruption in production at our manufacturing units could significantly impact our business
and financial condition.
The concentration in Pithampur, Madhya Pradesh heightens our exposure to adverse developments related to
competition, as well as economic, political, demographic and other changes in the state of Madhya Pradesh, which
may have a material adverse effect on our business, financial condition and results of operations.

2. There is an increased awareness towards controlling pollution and many economies including India have joined
in the efforts to ban plastic product. In case any plastic packaging products manufactured by us are banned in
India or in any of the markets where we export our products, it could have a material and adverse effect on our
business and results of operations.

We are engaged in the business of manufacturing and selling of Flexible Intermediate Bulk Containers (FIBCs) i.e.
large flexible bags and other industrial packaging products such as woven sacks, woven fabric and narrow fabric,
tapes in the Indian domestic market and overseas. All of our products contain plastic as a primary raw material.
FIBC, major product that are typically made from woven polypropylene fabric, which is a type of plastic material.
FIBC contributes Rs. 27,774.20 lakhs i.e. 51.47% and Rs. 32,279.08 lakhs i.e. 67.89% of the total revenue in the
financial year ended March 31, 2024 and March 31, 2023 respectively. Woven Fabrics & Narrow Fabric are also
commonly made from polypropylene, a type of plastic which contributed Rs. 11,504.23 lakhs i.e. 21.32% of the
total revenue in the financial ended March 31, 2024 and has shown significant growth in revenue share, indicating
potential strategic emphasis or market demand.

Plastic, due to its lengthy decomposition period and harmful effects on the environment and living organisms is
increasingly being phased out by many countries worldwide. While previous measures have not directly impacted
our business, our Company cannot guarantee immunity from potential future regulations. Legislative actions, such
as those against plastic usage by the Government of India or stricter regulations on packaging products, could
adversely affect our business and operations.

Several Indian states have already enforced restrictions on single-use plastics, and there's a possibility of additional
restrictions or outright bans in countries to which we export our products. Such measures could detrimentally
impact our business operations. Although our Company primarily manufactures plastic products such as FIBC
Jumbo bags, woven sacks, woven fabric, and narrow fabric, we prioritize the reuse and recycling of plastic to
mitigate carbon emissions. Moreover, our FIBC Jumbo Bags have demonstrated no adverse effects on our business
thus far. Recycling generally reduces overall emissions compared to producing new plastic from raw materials.
Reusing plastic involves less processing than recycling, which can result in lower carbon emissions. However, if
the reused plastic requires additional cleaning or modification, this could involve some energy use and associated
emissions.

Overall, while recycling and reusing plastics are more environmentally friendly than producing new plastic, they
are not entirely free of carbon emissions. Reducing plastic use and investing in alternative materials are also
important strategies for minimizing environmental impact.
For further details, see “Risk Factor” and “Our Business” on Pages 36 and 179 respectively of this Red Herring
Prospectus.

37
3. Our Company's name may suggest involvement in agro business, leading to misconceptions among investors.

Despite our Company name suggesting involvement in agricultural activities, we want to clarify that our core
business activities revolve around manufacturing and selling Flexible Intermediate Bulk Containers (FIBCs) and
other industrial packaging products. This discrepancy between our name and our actual business activities may lead
to misunderstanding among investors regarding the nature of our operations. However, it's essential to clarify that
our core operations do not revolve around agricultural activities. Instead, we are primarily engaged in manufacturing
and selling Flexible Intermediate Bulk Containers (FIBCs) and other industrial packaging products. Therefore,
investors should be mindful of this discrepancy between our name and our actual business operations.

It is crucial for investors to assess our company based on our actual business activities rather than relying solely on
our name. This clarification helps mitigate potential misunderstandings and ensures that investors have a clear
understanding of our business model and market focus.

Except catering to the agriculture industry by supplying FIBC products for packaging and transportation needs, we
are not engaged in the agro business. Our core business focuses on providing packaging solutions rather than
participating directly in agricultural activities. The success of our business is not dependent on supplying our
products to the agro sector alone, but rather on our ability to serve a wide range of industries with our diverse
product portfolio.

4. Our Company has negative cash flows from its operating, investing and financing activities in the past years,
details of which are given below. Sustained negative cash flow could impact on our growth and business.

Our Company had negative cash flows from our operating activities, investing activities as well as financing
activities in theprevious year(s) as per the Restated Consolidated Financial Statements and the same are summarized
as under:
(₹ in lakhs)
For the year ended For the year ended For the year ended
Particulars
March 31, 2024 March 31, 2023 March 31, 2022
Net cash from/ (used in) operating
(2,649.84) 3,689.41 (2,215.72)
activities
Net cash from/ (used in) investing
(1,109.18) (828.24) (675.01)
activities
Net cash from/ (used in) financing
3,176.87 (3,387.47) 3,290.64
activities

Further, due to COVID-19 pandemic and to maintain good relations with customers, our Company has made pre-
payment of outstanding dues to certain creditors. Consequently, the amount of creditors for Fiscal 2022 was
decreased by ₹ 2,500.25 lakhs as compared to Fiscal 2021, which has resulted into negative cash flows from
operating activities.

Cash flow of a company is a key indicator to show the extent of cash generated from operations to meet capital
expenditure, pay dividends, repay loans and make new investments without raising finance from external resources.
If we are not able to generate sufficient cash flows in future, it may adversely affect our business and financial
operations.

There can be no assurance that our net cash flows will be positive in the future. Any negative cash flows in the future
could adversely affect our results of operations and financial condition, and we cannot assure you that our net cash
flows will be positive in the future. For further details, see “Summary Financial Information” and “Management’s
Discussion and Analysis of Results of Operations and Financial Condition - Cash Flows” on Pages 78 and 342
respectively of this Red Herring Prospectus.

5. Increased revenue may not necessarily lead to higher margins, as they are affected by raw material costs, finance
expenses, and other operational costs.

Our margins are subject to various cost elements, including raw material expenses, finance charges, and operational
costs. While we are focused on increasing revenue, it is important to note that improvements in revenue may not
always directly result in higher margins due to these factors.

38
 The cost of raw materials represents a component of our production expenses. We actively manage our procurement
strategies to mitigate the impact of fluctuations in raw material prices. However, unexpected price increases or supply
disruptions could challenge our ability to maintain optimal margins. Finance costs, associated with our debt
obligations, also influence our cost structure. We continuously monitor interest rate movements and seek to manage
our financial obligations prudently. Nevertheless, changes in interest rates or our credit profile could affect our
profitability despite revenue growth. Moreover, operational expenses such as logistics and overhead costs are
carefully controlled to optimize efficiency. However, unforeseen increases in these expenses could affect our
margins.

While we pursue revenue growth initiatives, investors should recognize that margin expansion may be tempered by
these operational dynamics. We remain committed to managing costs effectively and enhancing operational
efficiencies to sustain profitability and deliver long-term value to our stakeholders.

6. Poly Propylene granules, Poly Propylene (LDPE) and High-Density Polyethylene (HDPE) of different grades is
our primary raw material constituting a significant percentage of our Company’s total expenses. The business is
susceptible to adverse impacts from fluctuations in crude oil prices affecting polymer costs, and risks associated
with foreign exchange movements during polymer imports. Additionally, increases in raw material prices, supply
shortages, and cost overruns pose potential adverse effects on our operations. Increases in the prices of raw
materials, their availability, quality and cost overruns could have adverse effect on us.

Polymer, including polypropylene and polyethylene, serves as the primary raw material for manufacturing our
polymer-based molded products and constitutes a significant portion of our Company's total expenses. These raw
materials, derived from crude oil, are subject to substantial price fluctuations in the crude oil market affecting
polymer costs, and risks associated with foreign exchange movements during polymer imports. Similarly, in the
production of FIBC bags, HDPE/PP granules and fabric, as crude-based products, exhibit high price volatility. The
cost of these raw materials constitutes a substantial part of our operating expenses, with prices influenced by
international market forces and vulnerable to unforeseen fluctuations, shortages, cost overruns, delays, or quality
defects. To mitigate potential interruptions in the supply chain, our Company strategically maintains stock levels
aligned with order positions. Details of cost of Polymer including polypropylene and polyethylene Raw material as
compared to total cost of raw materials are as follows:
(₹ in lakhs, except for percentages)
Type FY 2023-24 FY 2022-23 FY 2021-22
Polymer including polypropylene and
22,919.53 27,593.02
polyethylene 24,764.64
% of Polymer including polypropylene
and polyethylene cost as compared to 72.84 92.31
58.27
Total Cost of Raw Material
Total Cost of Raw Material 42,498.95 31,464.89 29,890.40

Our cost of raw materials consumed constitutes the major component of our cost structure. The cost of raw material
consumed toward FIBC for the last three fiscals 2024, 2023 and 2022 along with percentage of revenues from sale
of FIBC is as follows:
(₹ in lakhs, except for percentages)
Particulars Fiscal 2024 Fiscal 2023 Fiscal 2022
Cost of raw material consumed towards
21,318.45 21,585.06 22,411.67
FIBC
% of revenue from sale of FIBC 51.47 67.89 78.30

For further details in relation to Cost of raw material imports as compared to % of total cost of raw materials are as
follows, see “Risk Factor no. 20 - We are exposed to foreign currency exchange rate fluctuations, which may harm
our results of operations, impact our cash flows and cause our financial results to fluctuate” on Pages 36 of this
Red Herring Prospectus.

Details of cost of polymer as a percentage of cost of raw materials consumed and cost of raw materials imported as
a % of total cost of raw materials is as follows:

39
 Particulars Fiscal 2024 Fiscal 2023 Fiscal 2022
Percentage of cost of Polymers to cost
59.79% 72.09% 96.40%
of Raw Materials Consumed
Percentage of cost of Raw Material
0.10% 5.01% 7.69%
Imported to total cost of raw materials

7. Heavy reliance on short-term raw material contracts, coupled with exposure to price fluctuations and lack of
hedging policies, poses a significant threat. Our Company is further subject to uncertainties in the supply of raw
materials and there is no assurance that our suppliers will continue to sell raw materials to us as per our
requirements. This could impact the business and financial performance of our Company.

We are engaged in the business of manufacturing and selling of Flexible Intermediate Bulk Containers (FIBCs) i.e.
large flexible bags and other industrial packaging products such as woven sacks, woven fabric and narrow fabric,
tapes in the Indian domestic market and overseas. We manufacture FIBC, Woven Sacs, Woven Fabrics & Narrow
fabric, Tape etc. products which are manufactured using plastics. Our Company currently sources most of our key
raw materials from international as well as domestic vendors. We usually do not enter into long-term supply
contracts with any of our raw material suppliers and typically source raw materials under contracts of shorter periods.
As we continue to grow our product portfolio and increase our production capacities, we would need to procure
additional volumes of raw materials. We are thus exposed to fluctuations in availability and prices of our raw
materials, including on account of exchange rate fluctuations, and we may not be able to effectively pass on any
increase in cost of raw materials to our customers, which may adversely affect our margins, sales, results of
operations and cash flows. Any inability on our part to procure sufficient quantities of raw materials and on
commercially acceptable terms, could lead to a lower sales volumes and profit margins. The period between
procurement of raw materials and conversion into finished products is short and therefore the chances of any
substantial change in the price of raw material and the price of the final product are less. Further, we sell our finished
products in the market at the prevailing rates which includes any fluctuations/volatility in prices of raw materials
consumed.

Polymer and master batches are some of the raw materials used by us for manufacturing our products. The details
of contribution of our top 1, top 5 and top 10 raw material suppliers to our total purchase for the fiscal 2024, 2023
and 2022, has been set out below:
(₹ in lakhs except for percentages)
Fiscal 2024 Fiscal 2023 Fiscal 2022
Particulars % of Total % of Total % of Total
Amount Amount Amount
Purchase Purchase Purchase
Top one supplier
18,016.72 42.39% 16,191.91 51.29% 21,529.50 68.45%
(1)
Top five (5)
33,613.82 79.09% 26,634.36 84.37% 28,583.35 90.88%
suppliers
Top ten (10)
39,362.90 92.62% 29,146.23 92.32% 30,038.95 95.51%
suppliers

Our practice has been to place orders considering the demand-supply position which is also an industry practice.
Our Company has not entered into long-term agreements for the supply of raw materials with our suppliers. As a
result, our suppliers can terminate their relationships with us due to a change in preference or any other reason on
immediate basis, which could materially and adversely impact our business. Consequently, our revenue may be
subject to variability because of fluctuations in the supply of raw materials. Our suppliers are under no obligation to
accept our orders and may also cancel, reduce or delay orders. The orders placed by us are dependent on factors
such as demand for our Company's products, customer’s inventory management, amongst others. Our suppliers in
turn are also dependent on factors such as fluctuation in demand, supplier’s inventory management and pricing
amongst others.

For further details, see “Risk Factor” on Pages 36 of this Red Herring Prospectus.

8. Our Company has lapsed /delayed in making the required filings under Companies Act, 2013 and under the
applicable provisions of Companies Act, 1956.

Our Company is required to make filings under various rules and regulations applicable under the Companies

40
 Act, 2013. A few ROC forms have not been filed within the stipulated time period at some instances. Following
is the list of Forms filed with ROC for which the company has paid late filing fees/Penalties:

Additional
Actual Date
Sr. Due Date of fees for
Financial Year Form(s) of filing
No. Filing revised/late
causing delay
filing (Rs.)
Raising of Capital through
1 an Initial Public Offering Board MGT-14 08.03.2024 12.03.2024 1200
Resolution
Allotment of Bonous Share Board
2 MGT-14 24.08.2023 26.08.2023 1200
Resolution
3 DPT-3-Yearly as on 31.03.2023 DPT-3 30.06.2023 29.09.2023 6000
AOC-4
4 Annual Filling 2022-23 29.10.2023 09.11.2023 1100
XBRL
5 DPT-3-Yearly as on 31.03.2022 DPT-3 30.06.2022 16.11.2022 6000
AOC-4
6 Annual Filling 2021-22 29.10.2022 04.11.2022 600
XBRL
7 Resignation of ABN & Co. ADT-3 10.02.2023 18.02.2023 1200
8 Allotment of Shares due to Merger PAS-3 08.01.2021 13.02.2021 2400
9 Creation of Charge of Kotak CHG-1 09.04.2020 21.04.2020 3600
Modifiaction of Charge of HDFC
10 CHG-1 03.11.2021 10.11.2021 3600
1.19 Cr
Due to these delays in filings, our Company had on several occasions paid the requisite late fees. Although we
have not received any show-cause notice in respect of the above, such delay/non-compliance may in the future
render us liableto statutory penalties and could have serious consequences on our operations. While this could be
attributed to technical lapses and human errors, our Company is in the process of setting up a system to ensure
that requisite filings are done appropriately with the requisite timeline.

9. Majority portion of our domestic sales are derived from the western zone and any adverse developments in this
market could adversely affect our business.

Set forth below is certain information on our geography-wise domestic revenue from operations for the periods
indicated:

Regional FY 2023-24 FY 2022-23 FY 2021-22

breakdown Amount % of Amount % of Amount % of
(₹ In Lacs) Domestic (₹ In Lacs) Domestic (₹ In Lacs) Domestic
Revenue Revenue Revenue
West(1) 25,799.25 93.81 15,360.23 90.06 5,087.28 73.61
North(2) 783.76 2.85 426.19 2.50 691.79 10.01
South(3) 612.13 2.23 873.52 5.12 823.53 11.91
East(4) 305.08 1.11 395.49 2.32 308.77 4.47
Total 27,500.21 100.00 17,055.44 100.00 6,911.37 100.00
(1) West includes Maharashtra, Madhya Pradesh, Chhattisgarh, Gujarat, Dadra and Nagar Haveli and Daman and Diu,
Goa, and Rajasthan.
(2) North includes New Delhi, Haryana, Chandigarh, Punjab, Jammu and Kashmir, Uttar Pradesh, Uttarakhand, and
Himachal Pradesh.
(3) South includes Tamil Nadu, Kerala, Karnataka, Telangana, Puducherry, and Andhra Pradesh.
(4) East includes West Bengal, Bihar, Jharkhand, Orissa, Assam, Tripura, Manipur, and Nagaland.

We have historically derived a major portion of our revenue from sales in the western zone. For Fiscal 2024,
Fiscal 2023 and Fiscal 2022 the revenue generated from sales in western zone represented 93.81%, 90.06% and
73.61% respectively of our revenue from domestic sales. Accordingly, any materially adverse social, political or
economic development, natural calamities, civil disruptions, regulatory developments or changes in the policies
of the state or local government in this region could adversely affect our manufacturing and distribution activities,
result in modification of our business strategy or require us to incur considerable capital expenditure, which will
in turn have a material adverse effect on our business, financial condition, results of operations, and cash flows.

41
 Further, our sales from this region may decline as a result of increased competition, regulatory action, pricing
pressures, fluctuations in the demand for or supply of our products or services, or the outbreak of an infectious
disease such as COVID-19. Our failure to effectively react to these situations or to successfully introduce new
products or services in these markets could adversely affect our business, prospects, results of operations, financial
condition, and cash flows. The occurrence of, or our inability to effectively respond to, any such events or
effectively manage the competition in the region, could have an adverse effect on our business, results of
operations, financial condition, cash flows and future business prospects.

10. The volatile fluctuations in crude oil prices, particularly during events like COVID-19 and the Russia-Ukraine
war, can result in substantial changes in manufacturing costs and gross profit margins within the FIBC market,
ultimately impacting the company's financial position.

The primary raw materials employed in the manufacturing of Flexible Intermediate Bulk Containers (FIBCs) are
Polypropylene (PP) and Polyethylene (PE). These materials account for approximately 35-40% of the overall cost
of FIBCs and exhibit significant price volatility. Fluctuating raw material prices, especially during events like
COVID-19 and the Russia-Ukraine war, such as the substantial fluctuations in crude oil prices, can lead to
significant changes in manufacturing costs and gross profit margins within the FIBC market, thereby affecting the
company's financial position.

Crude oil prices are influenced by various factors, including supply and demand dynamics, international
environmental policies, and geopolitical events. For instance, during the COVID-19 pandemic and the Russia-
Ukraine war, crude oil prices experienced substantial fluctuations. These fluctuations, in turn, have caused
significant changes in manufacturing costs and gross profit margins within the FIBC market.

Our Company's financial performance is highly sensitive to changes in raw material prices. Sharp increases in the
cost of PP and PE can lead to higher production expenses, which may not be fully passed on to customers, thereby
compressing profit margins. Conversely, sudden decreases in raw material prices can provide short-term financial
relief but may also result in inventory valuation losses.

Implementing effective risk management strategies, such as flexible pricing models, long-term supplier agreements,
and hedging mechanisms, is crucial to offset the financial effects of raw material price fluctuations on our Company's
operations and profitability. Despite potential influences from external factors like global commodity prices on raw
material costs. Depending on prevailing demand and supply conditions, we adjust our pricing strategies to account
for these expenses. This ensures that product quality and brand reputation are maintained, thereby limiting their
impact on our Company's profit margins and financial standing.

11. We require a number of approvals, NOCs, licences, registrations and permits in the ordinary course of our
business. Some of the approvals are required to be transferred in the name of Shree Tirupati Balajee Agro
Trading Company Limited from Shree Tirupati Balajee Agro Trading Company Private Limited pursuant to
name change of our company and any failure or delay in obtaining the same in a timely manner may adversely
affect our operations.

We require a number of approvals, licenses, registrations and permits in an ordinary course of our business.
Additionally, we need to apply for renewal of approvals which expire, from time to time, as and when required in
the ordinary course. Also, we were a private limited company in the name of ‘Shree Tirupati Balajee Agro Trading
Company Private Limited’ which was carrying business of manufacturing and supply of High-Density Polyethylene
(‘HDPE’) / Polypropylene (‘PP’) woven sacks, Flexible Intermediate Bulk Container (‘FIBC’), for domestic as well
as export markets. As per the Companies Act, 2013, a private limited company can be converted into public limited
company. After complying with the relevant procedure of Companies Act, 2013, the said private limited company
was converted into a public limited company in the year 2023. After conversion there was change of name of the
company from ‘Shree Tirupati Balajee Agro Trading Company Private Limited’ to ‘Shree Tirupati Balajee Agro
Trading Company Limited’. We shall be taking the necessary steps for transferring the approvals in the new name
of our company. In case we fail to transfer/obtain the same in name of the company same may adversely affect our
business or we may not be able to carry our business.

Our Company has already applied for change of name of these approvals. In case of delay or failure to obtain the
same, it could affect our business operations. Any failure to renew the approvals that have expired, or to apply for
and obtain the required approvals, licences, No Objection Certificate, registrations or permits, or any suspension or
revocation of any of the approvals, licences, registrations and permits that have been or may be issued to us, could
result in delaying the operations of our business, which may adversely affect our business, financial condition, results

42
 of operations and prospects. For more information, see chapter ‘Government and Other Statutory Approvals’ on
page 379 of this Red Herring Prospectus.

12. In addition to the existing indebtedness our Company or our Subsidiaries, may incur further indebtedness during
the course of business. We cannot assure that our Company or our Subsidiaries would be able to service the
existing and/ or additional indebtedness.

As on May 31, 2024, our outstanding borrowings (including fund based and non-fund-based borrowings) is
₹24,533.37 Lakhs, on a consolidated basis. One of the Objects for the Offer is to invest in our subsidiary for the
purposes net of loan repayment and working capital. Additionally, for our Company, the objectives include loan
repayment and fulfilling working capital requirements. The details of the loans identified to be repaid or prepaid
using the Net Proceeds by our Company have been disclosed in the section titled “Objects of the Offer” on page
108 of this Red Herring Prospectus.

The table below summaries debt to equity ratio and debt service coverage ratio in our Restated Consolidated
Financial Statements for the financial years ended March 31, 2024, 2023 and 2022:

Particulars For the Financial Year For the Financial Year For the Financial Year
ended March 31, 2024 ended March 31, 2023 ended March 31, 2022

Debt Equity Ratio (In times) 1.41 2.03 2.60

Debt Service Coverage 1.50 1.25 1.07
Ratio (In times)

In addition to the indebtedness for the existing operations, of our Company or our Subsidiaries, may incur further
indebtedness during the course of their business. Our Company may take additional loans for various strategic and
operational reasons, including expanding operations, meeting working capital requirements, refinancing existing
debt, funding capital expenditures, pursuing strategic acquisitions, and covering unforeseen contingencies. These
actions support growth and operational efficiency, but increased borrowings can impact our debt-equity ratio and
borrowing costs. We aim to balance our financing needs with prudent financial management to ensure long-term
sustainability and growth. We cannot assure you that our Company or our Subsidiaries will be able to obtain further
loans at favourable terms. Increased borrowings, if any, may adversely affect our debt-equity ratio and our ability
to borrow at competitive rates. In addition, we cannot assure you that the budgeting of our working capital
requirements for a particular year will be accurate. There may be situations where we may under-budget our working
capital requirements, which may lead to delays in arranging additional working capital requirements, loss of
reputation, levy of liquidated damages and can cause an adverse effect on our cash flows.

Any failure to service the indebtedness of our Company or our Subsidiary or otherwise perform our obligations
under our financing agreements entered with our lenders or which may be entered into by our Company or our
Subsidiary, could trigger cross default provisions, penalties, acceleration of repayment of amounts due under such
facilities which may cause an adverse effect on our business, financial condition and results of operations.

13. While our Company will receive proceeds from the Fresh Issue, it will not receive any proceeds from the Offer
for Sale portion.

In addition to the Fresh Issue from which our Company will receive proceeds, this Offer includes an Offer for Sale
of upto 56,90,000 Equity Shares of face value of ₹10 each by the Selling Shareholder. The entire proceeds from the
Offer for Sale (after deducting applicable Offer expenses) will be paid to the individual Selling Shareholder and our
Company will not receive any proceeds from such Offer for Sale. For further details, see “Capital Structure” and
“Objects of the Offer” on pages 92 and 108, respectively.

14. We have not received a few requirements with respect to persons forming part of our Promoter Group.

Our Company is required to disclose names and details of certain immediate relatives of the Promoter and the entities
in which aforesaid relatives were associated, as ‘Members of the Promoter Group’ in terms of Regulation 2(1) (pp)
of the SEBI ICDR Regulations read with Schedule VI of SEBI ICDR Regulations in the Red Herring
Prospectus pursuant to proposed Offer. Our Company has issued letters dated December 16, 2023 to relatives of our
Individual promoter, Binod Agarwal asking for details of entity(ies) in which they severally or jointly may have an
interest. Our Company has sent a letter to each relative demanding their confirmations and undertakings. However,

43
 we have not received a reply from Bijay Kumar Khairati Agarwala who is part of promoter group. Pursuant to that
our Company had made an exemption application dated June 29, 2024 to SEBI for relaxation in terms of Regulation
300(1)(c) of the SEBI ICDR Regulations from disclosing Mr. Bijay Kumar Khairati Agarwala and his Connected
Entities as a member of the Promoter Group of our Company in the Offer Documents in accordance with SEBI
ICDR Regulations. Pursuant to SEBI vide Letter SEBI/HO/CFD/RAC-DIL2/P/OW/2024/22720/1 dated July 10,
2024, SEBI has rejected the Exemption Application on the grounds that apart from the existence of family dispute
there is no other ground for seeking exemption and the same does not qualify for exemption under Regulation 300
of the SEBI ICDR Regulations. SEBI has further directed to classify and disclose Mr. Bijay Kumar Khairati
Agarwala and entities associated with him as a part of the promoter group and inform them of such inclusion. Our
Company vide letter dated July 24, 2024 informed Bijay Kumar Khairati Agarwala to classify and disclose him and
and entities associated with him as promoter group. However, we have not received any further communication
from him. Apart from Bijay Kumar Khairati Agarwala, Consent as forming part of Promoter Group has been
received from all persons/entities. Therefore, the disclosures made in this Red Herring Prospectus has been made
available by our Promoter in relation to Promoter Group and Group Companies. However, these disclosures may be
incomplete on account of non-availability of confirmations and undertaking from above mentioned relative of the
Promoter and entities associated with them. Anyone placing reliance on information disclosed by us in relation to
relevant persons and entities associated with them in this Red Herring Prospectus would be doing so at their own
risk.

15. Our business operations are working capital oriented. Our inability to obtain and / or maintain sufficient cash
flow, credit facilities and other sources of funding in a timely manner to meet our requirements of working capital
or payment of our debts, could adversely affect our operations.

Our business requires significant amount of working capital. We require working capital for purchasing key raw
materials which are procured from domestic and international suppliers. Our working capital requirements are met
through a combination of internal accruals, bank borrowings, and other financial instruments. Internal accruals
consist of the retained earnings generated from our operations. For additional working capital needs, we rely on
bank borrowings, including cash credit facilities, term loans, and other short-term financing options. We may also
use trade credit from suppliers and advances from customers to manage our working capital efficiently. These
sources ensure we have sufficient liquidity to support our operational needs, maintain inventory levels, and meet
our financial obligations. Though, presently we have sanctioned working capital limits from the existing lenders and
one of the Objects of the Offer is to meet our future working capital requirements, we may need additional debt in
the future to satisfy our working capital needs. The working capital requirement for last three Financial Years i.e.
2024, 2023 and 2022 was ₹14,697.82 lakhs, ₹9,550.64 lakhs and ₹7,742.51 lakhs respectively and the working
capital turnover ratio for the last three Financial Years i.e. 2024, 2023 and 2022 is as follows:
(₹ in lakhs except for percentages)
Particulars Fiscal 2024 Fiscal 2023 Fiscal 2022
Sales 53,966.08 47,543.33 44,418.05
Working Capital 14,697.82 9,550.64 7,745.51
Working capital turnover
3.67 4.98 5.74
ratio*
*Working capital turnover ratio = Revenues from Operations / Gross Working Capital (total current assets (other than cash
and cash equivalents) less total current liabilities)

We maintain relationships with banks and non-banking financial institutions to enhance financing flexibility. Our
credit profile often allows us to secure financing on favorable terms. However, we cannot guarantee that our
relationships with lenders will remain unchanged, or that lenders will continue their current lending practices.
Lenders may introduce new credit policies, implement new pre-qualification criteria, increase interest rates, or
impose restrictive covenants in loan agreements. Any of these changes could significantly raise our financing costs
or hinder our ability to secure financing altogether. Consequently, our manufacturing processes may face significant
delays and cost overruns, and our business, financial condition, and operational results may be materially and
adversely affected. For further details on provisions made for bad debts, see the “Restated Consolidated Financial
Statements” beginning on page 255 of this Red Herring Prospectus. All of these factors may result in an increase in
the amount of our receivables and short-term borrowings and the continued increase in working capital requirements
may have an adverse effect on our financial condition and results of operations.

16. Our business depends on our manufacturing facilities in Pithampur, Madhya Pradesh. The manufacturing
facilities are susceptible to operational risks and failure to timely redress the issues could adversely affect our
business or results of operations.

Our Company and our Subsidiaries have manufacturing facilities situated at Pithampur, Madhya Pradesh. The said

44
 manufacturing facilities are susceptible to various operational risks, including accidents, human error, power loss,
equipment breakdowns, performance inefficiencies, obsolescence, loss of external contractor services, difficulties
with production costs and yields, security breaches, severe weather conditions, labor disputes, natural disasters and
compliance with government directives. These risks may result in personal injury, property damage, and legal
penalties. Any delays or shutdowns in production due to disputes with the workforce or external factors would
significantly affect our operations and financial performance.

Except a criminal case bearing no. RCT 1666/2020 CNR NO.MP11010056732020 was initiated by Factory
Inspector before the Hon’ble Judicial Magistrate of First Class, Dhar against Binod Kumar Agarwal & Ranjan
Kumar Mahapatra the directors of the company. The offence under Act 7A, 2(C), 92 Factories Act 1948 & 73(E)
MP Factories rules 1962. It is alleged that accused have not availed security equipments in the factory premises,
in this regard the first-time warrant was received on April 25, 2024. The next hearing date is on October 15, 2024.
However, the outcome of the above case will not have any material impact on our Company’s business.

Additionally, our manufacturing activities involve machinery use, posing hazards that could disrupt operations,
impact production schedules, increase costs, and hinder sales. The reliance on plant and machinery necessitates
regular maintenance checks and technical support to address breakdowns promptly. Failure to address technical
issues swiftly could lead to downtime, affecting our business, financial condition, and operational efficiency. The
disruptions in manufacturing operations due to accidents, equipment failures, natural disasters, power outages,
labor disputes, or other reasons may result in an inability to meet customer demand, increased costs, and the need
for substantial capital expenditures for recovery efforts or legal defense. These factors pose challenges to our
profitability, financial stability, and long-term viability. Moreover, some of our products are permitted to be
manufactured at only such facility which has received specific approvals, and any shutdown of such facility will
result in us being unable to manufacture a product for the duration of such shutdown.

Despite implementing safety procedures and maintaining insurance coverage, there remains a risk of accidents,
including equipment failures, work accidents, fires, explosions, or environmental damage. Litigation resulting from
such incidents could incur significant costs and negative publicity, further impacting our business, financial
condition, and prospects.

Although we have not experienced any strikes or labor unrest in the past, we cannot assure you that we will not
experience disruptions in work in the future due to disputes or other problems with our work force. Any
labor unrest directed against us, could directly or indirectly prevent or hinder our normal operating activities,
and, if not resolved in a timely manner, could lead to disruptions in our operations, which in turn could adversely
affect our business, results of operations, financial condition and cash flows.

17. 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.

In our industry, the success of capacity expansion and expected return on investment on capital expenditure relies
on factors such as obtaining regulatory approvals promptly, recruiting and managing personnel effectively to
support business growth, and managing additional infrastructure costs while developing new expertise. Our ability
to maintain profitability relies on optimizing the product mix to support products with consistent long-term
demand, while also ensuring a balance between the demand and supply of our products in both principal and target
markets. The level of our capacity utilization can impact our operating results, as it is also influenced by our
product and the demand and supply balance. The Capacity and capacity utilization of our two manufacturing units
for the Financial Years 2024, 2023, and 2022 is as follows:

UNIT III (Operated by our Subsidiary Company i.e. Shree Tirupati Balajee FIBC Limited): Plot No. AP
14, Apparel Park, SEZ, Phase II, Industrial Area, Pithampur, Dist. Dhar - 454 775, Madhya Pradesh, India.

Actual
Product Name Units
2023-24 2022-23 2021-22
Installed Capacity MT (PA) 12,000 12,000 12,000
1) Flexible Intermediate Bulk
Containers MT (PA) 8,029.12 8,895.35 8,775.94

Total 8,029.12 8,895.35 8,775.94

Capacity Utilization (%) % 66.91 74.13 73.13

45
 UNIT V (Operated by our Subsidiary Company i.e. Jagannath Plastics Private Limited): Plot No. 640 B,
Sector-3, Pithampur, Dist. Dhar – 454 775, Madhya Pradesh, India.

Actual
Product Name Units
2023-24 2022-23 2021-22
Installed Capacity MT (PA) 9,632 9,632 9,632
1. Platen Bags i.e. FIBC/Woven
Sack (BOPP Laminated)
/Tape / Woven Fabric (Low MT (PA) 5,412.12 4,517.76 2,969.85
GSM)

2. Narrow Fabric (Low GSM)

MT (PA) 740.69 577.38 363.76
3. Thread / MF Yarn
MT (PA) 266.47 422.40 255.79
4. Filler Cord
MT (PA) 12.99 155.29 148.69
Total 6,432.27 5,672.84 3,738.09
Capacity Utilization (%) % 66.78 58.90 38.31
As per certificate dated July 12, 2024 issued by Mr. Akhilesh Pandit, Independent Chartered Engineer.

The utilization of entire capacity of Unit III by the subsidiary of the Company was impeded by ongoing expansion
efforts within the unit. However, the installation of new machinery is nearing completion, and we anticipate
achieving full capacity utilization by the fiscal year 2024-25. In the interim, we are optimizing capacity utilization
in Unit V of our subsidiary to align with current orders for its products. Furthermore, proactive steps have been
taken to venture into new markets for our products, aiming to establish a significant order backlog to fully leverage
the installed capacity. For further details, see “Our Business–Capacity and Capacity Utilization” on page 179.

18. We have entered into lease agreement for our registered office, Corporate Office and manufacturing facility,
if we could not comply with certain conditions of the lease which may adversely affect our business operations.

We do not own the land on which our Corporate Office, registered office and manufacturing facility, are located.
The manufacturing facility situated at Plot No-192, Sector-1, Pithampur, Dhar - 454 775, Madhya Pradesh, India
(UNIT-I) and Plot No-640, Sector-3, Pithampur, Dhar - 454 775, Madhya Pradesh, India (UNIT-II) is taken on
lease from M.P. Audyogik Kendra Vikas Nigam (Indore) Limited, Indore, which is valid for a period of 99 years
till April 16, 2101 and from M.P. Audyogik Kendra Vikas Nigam (Indore) Limited, Indore which is valid for a
period of 30 years till August 27, 2040. No conflict of interest exists for manufacturing facilities not taken on
lease from the state government. However, there is a conflict of interest for our Corporate office situated at E-34,
H.I.G, Ravi Shankar Nagar, Near LIG Square, Indore - 452 010, Madhya Pradesh, India taken on rent from Mr.
Anant Agarwal, who is a part of the Promoter Group, for period of 11 months from 1 st March 2024 to 31st January
2025.

The rent paid for the Corporate office, Registered office & Unit I and manufacturing facilities (Unit II) in the
last three years are as under:

Period Corporate Office Registered Office Manufacturing Total

(in ₹) & Unit-I (in ₹) Facilities (Unit II)
(₹)
Fiscal Year 2022 31,99,200 23,952 77,000 33,00,152
Fiscal Year 2023 31,99,200 23,952 77,000 33,00,152
Fiscal Year 2024 31,99,200 23,952 0 32,23,152

If we do not comply with certain conditions of the lease, the lessor may terminate the lease, which could have an
adverse effect on our operations and there can be no assurance that renewal of lease agreement with the owner will
be entered into. In the event of non-renewal of lease, we may be required to shift our registered office/manufacturing
facility to a new location and there can be no assurance that the arrangement we enter into in respect of new premises
would be on such terms and conditions as the present one.

46
19. 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.

We believe that the plastic industry faces competitive pressures in recruiting and retaining skilled and unskilled
labour. Our industry, being labour intensive, is highly dependent on labour force for carrying out its manufacturing
operations. A shortage of skilled/unskilled personnel or work stoppages caused by disagreements with employees
could have an adverse effect on our business and results of operations. Our Company has taken efforts to maintain
a lower attrition among the laborers by facilitating themwith various in-house facilities and benefits to our
employees. We have not experienced disruptions in our business operations due to disputes or other problems with
our work force in the past, there can be no assurance that we will not experience such disruptions in the future. Such
disruptions may adversely affect our business and results of operations and may also divert the management's
attention and resultin increased costs.

India's labor laws are stringent, safeguarding workers' interests through detailed procedures for union establishment,
dispute resolution, employee termination, and imposing financial obligations on employers during retrenchment.
Additionally, regulations govern various aspects of employee relations, including minimum wage, maximum
working hours, overtime, working conditions, hiring and termination procedures, and work permits. Although our
employees are presently not unionized, there is no guarantee against future unionization. If our employees do
unionize, it could complicate our ability to maintain flexible labor policies and expose us to risks such as labor
unrest, work stoppages, and management distraction due to union involvement. Such outcomes could significantly
and adversely impact our business, operational results, and financial condition.

Details number of skilled and unskilled labour and attrition in the past 3 years is as follows:

Fiscal 2024 Fiscal 2023 Fiscal 2022

Particulars
Unskilled Skilled Unskilled Skilled Unskilled Skilled
No. of Employees (in no.) 502 108 537 108 593 102
Employee attrition rate for the
6.52% - 9.44% - - -
year (%)*
*Attrition rate is calculated as number of employees who left during the year from amongst the employees who were employed
at start of the year divided by opening number of employees

20. We are exposed to foreign currency exchange rate fluctuations, which may harm our results of operations,
impact our cash flows and cause our financial results to fluctuate.

Our Company exports products to various countries including the USA, Germany, Sweden, the UK, Spain, France,
Australia, Canada, Lithuania, Singapore, etc., with a significant portion being FIBC bags customized to bulk orders.
The period between procuring orders and payment realization during export typically spans 4 to 6 months, during
which currency fluctuations may occur. These fluctuations, depending upon demand and supply of particular
currency and influenced by economic and political factors, are unpredictable and impact the exchange rates against
the Indian Rupee.

Furthermore, the prices of key raw materials, such as Polypropylene, are dictated by international markets and
quoted in foreign currencies, further exposing us to exchange rate risks. Fluctuations in the exchange rates between
the Indian Rupee and these foreign currencies, notably the USD, have historically affected our operations and cash
flows.

For instance, a strengthening Indian Rupee tends to negatively impact overseas sales and revenues, as foreign
currency receipts translate into fewer Indian Rupees. However, the positive effects of Rupee depreciation may not
be consistently reflected in our financial results due to other concurrent business variables.
We may, therefore, suffer losses on account of foreign currency fluctuations for sale of our products to our
international customers, since we may be able to revise the prices, for foreign currency fluctuations, only on a
periodic basis and may not be able to pass on all losses on account of foreign currency fluctuations to our customers.
Our Company offsets this risk of foreign fluctuation by way hedging and entering into foreign exchange contracts.

Details of the contribution of Exports as compared to % of revenue from operations and Cost of raw material imports
as compared to % of total cost of raw materials are as follows:
(₹ in lakhs except for percentages)
FY 2023-24 FY 2022-23 FY 2021-22
Particulars
Amount % Amount % Amount %

47
 Revenue from 26,465.87 49.04
30,487.89 64.13# 37,506.67 84.44#
exports
Cost of raw 40.00 0.10
1,577.73 5.01* 2,298.00 7.69*
material imports

# Percentage of total revenue from operations

*Percentage of total cost of raw materials

Our countries for Imports are Singapore, China, Turkey, Vietnam and Spain from where we procure our
requirement of imported raw materials. When importing polymers, our Company uses hedging strategies,
specifically forward exchange contracts, to mitigate the financial risks associated with currency fluctuations.
These hedging tactics are designed to secure stable and predictable costs by locking in exchange rates. However,
the profits derived from these activities, known as hedging profits, are not always guaranteed.

The effectiveness of our hedging strategies can be influenced by factors such as market conditions, exchange rate
volatility, and the timing of our contracts. As a result, there may be instances where hedging does not fully protect
us from losses and may even result in a decrease in profitability, or in some cases, actual hedging losses instead
of gains.

Therefore, while we strive to optimize our hedging strategies to maximize hedging profits and minimize financial
risk, the uncertainties inherent in the foreign exchange markets make the exact impact on our operational
results, including the extent of hedging profit or loss, unpredictable. Investors should be aware of these limitations
and the potential variability in our financial performance due to these factors.

21. Our Business is highly concentrated on the sale of bulk packaging products, particularly FIBC, exposes the
company to vulnerability, as any downturn or disruption in this segment could significantly impact overall
financial performance and stability.

We are a packaging solutions provider and engaged in the business of manufacturing business of manufacturing and
supply of Flexible Intermediate Bulk Container (FIBC) Jumbo Bag types, UN Certified bags container liner bags,
bags made from recycled PP (Post Industrial Recyclate), specialized PP woven bags, and BOPP printed small bags,
catering to a diverse range of customer needs required by industries like including construction, agriculture,
industrial products, chemicals, fertilizers, cement, mining, animal feed, processed food, and more.

The revenue from sale of Flexible Intermediate Bulk Container (FIBC) Jumbo bags, Woven Sacks, Woven fabrics
& narrow fabric, tape and others for the last three Fiscals 2024, 2023 and 2022 and 2021 along with percentage of
revenue from operations is as follows:
(₹ in lakhs, except for percentages)
Fiscal 2024 Fiscal 2023 Fiscal 2022
Amount % of
Products % of Revenue % of Revenue
Revenue
Amount from Amount from
from
Operations Operations
Operations
FIBC 27,774.20 51.47 32,279.08 67.89 34,779.65 78.30
Woven Sacks 2,432.90 4.51 3,053.20 6.42 2,237.52 5.04
Woven Fabrics & Narrow 11,504.23 21.32
909.33 1.91 404.17 0.91
Fabric
Tape 2,274.27 4.21 3,758.91 7.91 73.69 0.17
Others* 9,980.48 18.49 7,542.81 15. 87 6,923.02 15. 58
Total 53,966.08 100.00 47,543.33 - 44,418.05 -
*Other products include " Liner, Container Liner, Thread, Multifilament Yarn, Filler cord, Treated Polymers
depending end use, & etc.

As part of our business strategy, we continue to focus on enhancing our position in the industry. Our business growth
prospects and financial performance are largely contingent on our ability to acquire new customers and maintain
relationships with existing clients for the sale of our diverse range of Flexible Intermediate Bulk Container (FIBC)
Jumbo Bag types. These include Type D bags (static dissipative), Type C bags (conductive), UN Certified bags for
hazardous goods transportation, food-grade and superior category bags, form-stable bags, sift-proof bags, multi-
layer liner bags, hard-walled/self-standing bags, anti-rodent bags, flame-retardant bags, drum bags, thermal
insulated bags, patented Aeropolymesh bags, and asbestos bags. Additionally, we produce container liner bags, bags

48
 made from recycled PP (Post Industrial Recyclate), specialized PP woven bags, and BOPP printed small bags to
cater to diverse customer needs.

However, there can be no assurance that we will successfully procure new customers or retain existing ones. If we
fail to do so, particularly due to changes in demand, our business and financial condition could be significantly and
adversely impacted

22. A significant portion of our revenues are dependent on our exports to our international customers. Our Company
generates major portion of sales from our operations in certain countries especially USA, Germany, Sweden, UK,
Spain, France, Australia, Canada, Lithuania and Singapore. Any failure to fulfil the requirements of our
international customers may adversely affect our revenues, result of operations and cash flows.

Our Company generates major portion of our sales from our customers situated overseas majorly, USA, Germany,
Sweden, United Kingdom, Spain, France, Australia, Canada, Lithuania and Singapore. Our Company has generated
₹ 26,465.87 lakhs, ₹ 30,487.89 lakhs and ₹ 37,506.67 lakhs in export revenue comprises 49.04%, 64.13% and
84.44% of our net revenue from operations from export in fiscal 2024, fiscal 2023 and fiscal 2022 respectively.
Geographical concentration of our business in these countries heightens our exposure to adverse developments
related to competition, as well as economic and demographic changes in these countries which may adversely affect
our business prospects, financial conditions and results of operations. One significant concern lies in our
susceptibility to regional economic conditions and fluctuations. Economic downturns, geopolitical events, or
regulatory changes within concentrated geographical areas can profoundly impact consumer purchasing power,
market demand, and our ability to sustain or expand sales. The countries to which we export our products, including
European markets, are experiencing escalating inflationary pressures and economic contractions. Our inability to
diversify into other markets may negatively impact our business prospects, financial condition, and operational
results.

Although our Company has initiated efforts to strengthen our customer base in countries such as Lithuania,
Denmark, Netherlands, and France, we are yet to fully expand our operations in these regions. Such external
influences may result in revenue declines, posing challenges to our financial stability and profitability. While our
management believes that the Company has requisite expertise to mark its presence in other markets going forward,
investors should consider our business and prospects in light of the risks, losses and challenges that we may face
and should not rely on our results of operations for any prior periods as an indication of our future performance.

Details of revenue from top 10 countries are as follows:

(₹ in lakhs, except for percentages)
% of % of % of
Sr. Revenue 2022- Revenue Revenue
Country 2023-24 Country Country 2021-22
No. From 23 From From
Operation Operation Operation
1 USA 4,453.71 8.25% USA 5,130.78 10.79% Germany 5,986.28 13.48%
2 Germany 3,785.40 7.01% Germany 4,572.34 9.62% USA 4,400.47 9.91%
3 Sweden 2,333.20 4.32% Sweden 3,284.81 6.91% Sweden 3,807.87 8.57%
4 Spain 2,103.77 3.90% Spain 2,751.24 5.79% Spain 3,363.88 7.57%
United United
5 UK 1,979.99 3.67% 2,689.41 5.66% 2,815.83 6.34%
Kingdom Kingdom
6 Australia 1,751.88 3.25% Singapore 2,270.75 4.78% Singapore 2,471.84 5.56%
7 Canada 1,403.72 2.60% France 2,137.72 4.50% Australia 2,339.78 5.27%
8 France 1,401.15 2.60% Australia 1,884.42 3.96% Canada 2,087.34 4.70%
9 Singapore 1,078.00 2.00% Canada 1,665.85 3.50% France 1,935.79 4.36%
10 Hongkong 893.00 1.65% Denmark 873.98 1.84% Austria 1,100.39 2.48%

Total Revenue
53,966.08 39.25% 47,543.33 57.34% 44,418.05 68.24%
from operations

49
23. Our historical revenues have been largely dependent on few Customers and our inability to maintain such
business may have an adverse effect on our results of operations.

Our Company continues to derive a material portion of our revenues from our top 5 (five) clients by revenue
generated for Fiscals 2024, 2023 and 2022 (“Top 5 Clients”). If any or all of our Top 5 (five) Clients were to
suffer a deterioration of their business, cease doing business with us or reduce their dealings with us, our revenues
could decline, which may have a material adverse effect on our business, results of operations, cash flows and
financial condition. The details of top 1, top 5 and Top 10 customers and their revenue contribution for past three
years of our Company are as follows:
(₹ in lakhs, except for percentages)
Financial
March 2024 March 2023 March 2022
Period
% of Revenue
Name of Amount of % of Revenue Amount of % of Revenue Amount of
from
Customer sales from Operations sales from Operations sales
Operations
Top 1
5,256.08 9.74% 6,389.51 13.44% 3,966.10 8.93%
Customer
Top 5
17,395.02 32.23% 15,528.38 32.66% 12,232.28 27.54%
Customers
Top 10
24,932.34 46.20% 22,628.41 47.60% 19,447.58 43.78%
Customers

Our Company depends on a limited number of customers for a large portion of our revenues. During the Fiscal
2024, Fiscal 2023 and Fiscal 2022, we have added Six (6), Eight (8), and Seven (7) export customers, respectively.
Further, we had long term relationships with our top 5 and top 10 customers spanning more than 15 (Fifteen) years
each. Our business from customers is dependent on our continuing relationship with such customers, the quality
of our products and our ability to deliver on their orders, and there can be no assurance that such customers will
continue to do business with us in the future on commercially acceptable terms or at all. While we have cultivated
valued relationships with certain of our customers in the normal course of business, there can be no assurance that
our customers in the past or our newly acquired customers will continue to place similar orders with us in the
future. The loss of one or more of these important customers or a major decrease in business from any such key
customer, whether due to circumstances specific to such customer or adverse market conditions affecting the
industry in which our customer operates or the economic environment, may materially and adversely affect our
business, results of operations and financial condition. If our customers choose not to continue purchasing
products from us or reduce their order volumes, it may adversely affect our business prospects, operational results,
and financial condition. Significant dependence on these customers may heighten the potential volatility of our
operational results and expose us to risks associated with individual contracts. There have been no such instances
in the last three years.

In the event that any of these customers discontinue purchase of products from us, our results of operations and
financial condition may be adversely affected. Our reliance on a select group of customers may also constrain our
ability to negotiate our arrangements, which may have an impact on our profit margins and financial performance.
The deterioration of the financial condition or business prospects of these customers could reduce their
requirement of our products and result in a significant decrease in the revenues we derive from these customers.
The loss of one or more of our major customers or a reduction in the amount of business we obtain from them
could have an adverse effect on our business, results of operations, financial condition and cash flows.
.
24. Our Company faces potential adverse impacts on business, financial condition, and operational results, firstly,
due to the failure to uphold product quality standards and keep pace with technological advancements,
secondly, defects in products may lead to liabilities, adverse publicity, and substantial costs, thereby diminishing
the brand value and potentially reducing sales through negative associations.

We manufacture and market products namely, FIBC i.e. technical bags, container liners, food grade bags, platen
bags and builder bags etc. Our operational results and financial condition are largely dependent upon the demand
for our products in the Indian and other international markets. Demand for our products depends primarily on
consumer-related factors such as demographics, customer preferences, lifestyle preferences and macroeconomic
factors such as the condition of the economy and the level of consumer confidence. Failure to uphold quality
standards can impact our business. While we have implemented rigorous quality control procedures, we cannot
guarantee that our products will consistently meet our customer's quality standards. Additionally, any product
failure or defect may lead to claims for damages, irrespective of our responsibility for such occurrences. There
have been no instances in last three (3) years of goods being returned on account of failure to maintain quality
50
 standards. Any negative publicity regarding our Company, or products, including those arising from any
deterioration in quality of our products from our vendors, mishaps resulting from the use of our products, or any
other unforeseen events could adversely affect our reputation, our operations and our results from operations.
Also, rapid change in our customer’s expectation on account of changes in technology or introduction of new
products or for any other reason and failure on our part to meet their expectation could adversely affect our
business, result of operations and financial condition. While, we believe that we have always expanded our
capacities and/or introduced new products based on latest technology to cater to the growing demand of our
customers and also endeavor regularly update our existing technology and acquire or develop new technologies
on a continuous basis, our failure to anticipate or to respond adequately to changing technical, market demands
and/or client requirements could adversely affect ourbusiness and financial results. If any of our products do not
meet regulatory standards or are defective, we may be, inter alia, (i) responsible for damages relating to any
defective products, (ii) required to replace, recall or redesign such products or (iii) incur significant costs to defend
any such claims. There is no assurance that our products will always meet the satisfaction of our customers’
quality standards. Our failure to comply with applicable regulations could cause adverse consequences to be
imposed on us, including fines, injunctions, civil penalties, the refusal of regulatory authorities to grant approvals
or renewal, delays, suspensions or withdrawal of approvals, license revocation, seizures or recalls of products,
operating restrictions and criminal prosecutions, all of which could harm our business. There can be no assurance
that if we need to engage new suppliers to satisfy our business requirement, we will be able to locate new suppliers
in compliance with regulatory requirements in a timely manner, or at all. Failure to do so could lead to the
cancellation of existing and future orders and have a material adverse effect on our business and revenue.

25. Our Company has provided corporate guarantees in relation to facilities availed by the Subsidiaries.

As on March 31, 2024, our Company has provided corporate guarantees of Rs. 9,352.03Lakhs on behalf of the
Subsidiaries that are repayable on demand to the relevant lender. The bank guarantees extended by our Company
as security for borrowings availed by our Subsidiaries are as stated below:

Amount of loan
Subsidiary Name of the Company
Bank Name guaranteed (in Nature of Loan
Company extending Corporate guarantee
lacs)
Bank of 2,550 Working Capital
India 485 Term Loan
Shree Tirupati 1,750 Working Capital
Balajee FIBC Axis Bank
Limited Ltd. 1,100 Term Loan
Bank of 1,200 Working Capital
Baroda 0 Term Loan Shree Tirupati Balajee Agro
Jagannath 2,050 Working Capital Trading Company Limited
Plastics Bank of
Private Baroda 0 Term Loan
Limited
Honourable 550 Working Capital
Packaging Yes Bank
Private Ltd. 0 Term Loan
Limited
Total 9,685

Any such unexpected demand or accelerated repayment may have a material adverse effect on the business, cash
flows and financial condition. Any action invoking the corporate guarantee for repayment, may adversely affect
our cash flows. For further details of the corporate guarantee provided by our Company, please refer the chapter
titled “Restated Consolidated Financial Statements” beginning on page 255 of this Red Herring Prospectus.

26. Some of our Group Companies have incurred losses in the previous Fiscals.

Past financial losses by our Group Companies, namely Ever Bags Packaging Private Limited and Foamnet Private
Limited, may adversely impact our standing with external stakeholders such as customers, bankers, and suppliers.
This could potentially erode our credibility and hinder smooth business operations. The historical financial data
indicates that our Group Companies have experienced losses in previous fiscal years, as outlined below:
(₹ in lakhs)

51
 Particulars Fiscal 2023 Fiscal 2022

Ever Bags Packaging Private Limited 571.83 89.15

Foamnet Private Limited 1.79 (0.44)

27. The shortage or non-availability of power facilities may adversely affect our manufacturing processes and have
an adverse impact on our results of operations and financial condition.

Our manufacturing processes require a substantial amount of power facilities. The following tables set forth below
our power expenses in the years/ periods indicated:
(₹ in lakhs, except for percentages)
Fiscal 2024 Fiscal 2023 Fiscal 2022
Particulars Percentage of Percentage Percentage
Amount Amount
Total of Total Amount of Total
Expenses (%) Expenses (%) Expenses (%)
Power
1,185.71 2.20% 1,245.70 2.62% 1,271.75 2.86%
Expenses

The magnitude and characteristics of power needs in our industry and our Company cannot be supplemented or
augmented by alternative or independent power sources. This is due to significant capital expenditure and high
per unit electricity production costs, influenced by oil prices and other constraints. Over the past three years, there
have been no significant instances of power failures. We primarily rely on the State Government to fulfill our
electricity requirements. Any defaults or non-compliance with the conditions of our agreement may result in
termination or changes to the agreement terms, potentially increasing costs and impacting profitability.
Furthermore, since we depend heavily on third-party power supply, external factors may impact the availability
of power.

Any disruption / non availability of power shall directly affect our production which in turn shall have an impact
on profitability and turnover of our Company.

28. We have in the past entered into related party transactions and may continue to do so in the future.

Our Company has entered into various transactions with our Promoter, Promoter Group, Directors and their
Relatives and Group Companies. All our related party transactions have been conducted on an arm’s length basis
and in compliance with applicable provisions of Companies Act, 2013 all other applicable laws, we cannot assure
you that we may not have achieved more favourable terms had such transactions been entered into with unrelated
parties. There can be no assurance that such transactions, individually or taken together, will not have an adverse
effect on our business, prospects, results of operations and financial condition, including because of potential
conflicts of interest or otherwise. In addition, our business and growth prospects may decline if we cannot benefit
from our relationships with them in the future.

Details of related party transactions as a percentage of total revenue is as under:

(₹ in lakhs, except for percentages)
Fiscal 2024 Fiscal 2023 Fiscal 2022
Percentage of Percentage Percentage
Particulars
Amount Total Amount of Total Amount of Total
Revenue Revenue Revenue
Related
Party 17,734.16 32.86% 17,047.09 35.65% 3,377.30 7.60%
Transaction
* The transactions with related parties are made in the normal course of business and on terms equivalent to
those that prevail in arm’s length transactions which consists of sales, purchase, job work received, job work
paid, capital goods purchased, capital goods sold, rent received and rent paid transactions.

For details on the transactions entered by us, please refer to chapter ‘Summary of related party transactions’ and
‘Related Party Transactions’ beginning on Page 23 and Page 341 of the Red Herring Prospectus respectively.

52
29. Our Promoter has extended personal guarantee in connection with some of our debt facilities to our company.
There can be no assurance that such personal guarantee will be continued to be provided by our Promoters in
future or can be called at any time, affecting the financial arrangements.

We have taken guarantees from Promoter in relation to our secured debt facilities availed from our Bankers.
Our Promoter, Binod Kumar Agarwal has provided personal guarantees to secure our existing borrowings
which are continuing and are in force as on the date of Red Herring Prospectus. As on the May 31, 2024,
following were the bank guarantees extended by our Promoters as security for borrowings availed by our
Company:
(Amount ₹ in lakhs)
Company Bank Name Amount of Nature of Loan Name of the
loan promoters
guaranted extending
personal
guarantee
Shree Bank of India 5,000.00 Working Capital Binod Kumar
Tirupati Agarwal
Balajee Agro Axis Bank Limited 1,200.00 Working Capital Binod Kumar
Trading Agarwal
Company SVC Co-Operative Bank 1,700.00 Working Capital Binod Kumar
Limited Limited Agarwal
Union Bank of India 1,900.00 Working Capital Binod Kumar
Agarwal
HDFC Bank 600.00 Working Capital Binod Kumar
Agarwal
SIDBI 1,007.63 Machinery and Solar Term Binod Kumar
Loan Agarwal
Tata Capital Limited 300.00 Working Capital Demand Binod Kumar
Loan Agarwal
Tata Capital Limited 200.00 Term Loan Binod Kumar
Agarwal
Kotak Mahindra Bank 1,015.00 Machinery and Corporate Binod Kumar
Term Loan Agarwal
SVC Co-Operative Bank 825.00 Solar Term Loan Binod Kumar
Limited Agarwal
Shree Bank of India 2,550.00 Working Capital Binod Kumar
Tirupati Agarwal
Balajee Axis Bank Limited 1,750.00 Working Capital Binod Kumar
FIBC Agarwal
Limited Bank of Baroda 1,200.00 Working Capital Binod Kumar
Agarwal
Bank of India 485.00 Term Loan Binod Kumar
Agarwal
Axis Bank Limited 1,100.00 Term Loan Binod Kumar
Agarwal
Bank of India 500.00 Adhoc Working Capital Binod Kumar
Limit Agarwal
Jagannath Bank of Baroda 2,050.00 Working Capital Binod Kumar
Plastics Agarwal
Private SIDBI 203.20 Solar Term Loan Binod Kumar
Limited Agarwal
Honourable Yes Bank Limited 550.00 Working Capital Binod Kumar
Packaging Agarwal
Private SIDBI 58.76 Solar Term Loan Binod Kumar
Limited Agarwal
Total 24,194.59

In an event any of these persons withdraw or terminate its/their guarantees, the lender for such facilities may ask
for alternate guarantees, repayment of amounts outstanding under such facilities, or even terminate such facilities.
We may not be successful in procuring guarantees satisfactory to the lender and as a result may need to repay

53
 outstanding amounts under such facilities or seek additional sources of capital, which could adversely affect
our financial condition.

For more information, please see the chapter titled ‘Financial Indebtedness’ beginning on page 358 of this Red
Herring Prospectus. Accordingly, our business, the financial condition, results of operations, cash flows and
prospects may be adversely affected by the revocation of all or any of the personal guarantees provided by our
Promoter in connection with our Company’s borrowings.

30. Our Company primarily manufactures plastic products such as FIBC Jumbo bags, woven sacks, woven fabric,
and narrow fabric and we may not be able to produce bags using alternative materials to plastic.

Polymers, including polypropylene and polyethylene, serve as the primary raw materials for manufacturing
polymer-based molded products such as ours. Although, our Company primarily manufactures plastic products
such as FIBC Jumbo bags, woven sacks, woven fabric, and narrow fabric, we prioritize the reuse and recycling of
plastic to mitigate carbon emissions.

While plastic has long been favored for its versatility and cost-effectiveness in bag production, its environmental
impact is increasingly scrutinized. The heightened awareness towards controlling pollution has led many
economies, including India, to join efforts to ban plastic products. In the event that plastic is completely banned
manufactured in India or in any of the markets where we export our products, it could have a material and adverse
effect on our business and results of operations.

The production of bags without the use of plastic presents a significant industry challenge due to current
technological limitations and material constraints. Viable alternatives to plastic for bag production are limited,
and our Company may not be able to produce bags using alternative materials. Developing and commercializing
alternative materials and technologies are complex processes, influenced by factors such as technological
feasibility, regulatory approvals, cost-effectiveness, and market acceptance. Despite our ongoing efforts, there is
uncertainty about whether suitable alternatives will be available within a foreseeable time frame.

31. Our lenders have charge over our movable and immovable properties in respect of finance availed by us.

We have secured our lenders by creating a charge over our movable and immovable properties inrespect
of loans / facilities availed by us from banks and financial institutions. The total amounts outstanding and payable
by us as secured loans were ₹ 24,158.37 Lakhs on consolidated basis as on May 31, 2024.

In the event we default in repayment of the loans / facilities availed by us and any interest thereof, necessary legal
procedures maybe initiated by lenders, which in turn could have significant adverse effect on business, financial
condition or results of operations. One of the Objects for the Issue is to invest in our subsidiary for the purposes
of loan repayment and working capital. Additionally, for our Company, the objectives include loan repayment
and fulfilling working capital requirements. The details of the loans identified to be repaid or prepaid using the
Net Proceeds by our Company have been disclosed in the section titled “Objects of the Offer” on page 108 of
this Red Herring Prospectus.

For further information on the ‘ Financial Indebtedness’ please refer to page 358 of this Red Herring Prospectus.

32. We do not allocate funds towards research and development and have a dedicated research and development
team working on finding alternatives to plastic for our products, which negatively impacts our business
operations.

We have our in-house research and development activities and have employed people exclusively for providing
customer solution for their needs and customization requirement. However, currently, we have not allocated funds
towards research and development, specifically aimed at exploring alternatives to plastic for our products. With
our research and development team we hold one granted patent and have two pending patents, demonstrating our
commitment to innovation. The lack of allocated funds specifically for research and development aimed at finding
alternatives to plastic for our products could have several negative financial and business impacts. This gap may
hinder our ability to innovate and keep pace with market trends towards sustainable and eco-friendly products,
potentially resulting to a loss of market share to competitors who offer such alternatives.

Any failure to invest in this area could result in missed opportunities for cost savings and operational efficiencies
that could arise from using alternative materials. Moreover, it could limit our ability to attract and retain

54
 environmentally conscious customers, affecting our sales and revenue growth.

Without focused investment in this critical area, our business may encounter increased regulatory risks and
potential penalties as environmental regulations tighten, which could adversely affect our financial performance
and reputation.

33. Any increase in interest rates would have an adverse effect on our results of operations and will expose our
Company to interest rate risks.

We are dependent upon the availability of equity, cash balances and debt financing to fund our operations and
growth. Our secured debt has been availed at floating rates of interest. Any fluctuations in interest rates may
directly impact the interest costs of such loans and, in particular, any increase in interest rates could adversely
affect our results of operations. Furthermore, our indebtedness means that a material portion of our expected cash
flow may be required to be dedicated to the payment of interest on our indebtedness, thereby reducing the funds
available to us for use in our general business operations. One of the Objects for the Issue is repayment or
prepayment of certain secured loans availed by our Company Subsidiaries for which part of Net Proceeds will be
utilized by our Company. The details of the loans identified to be repaid or prepaid using the Net Proceeds by our
Company have been disclosed in the section titled “Objects of the Offer” on page 108 of this Red Herring
Prospectus.

If interest rates increase, our interest payments will increase and our ability to obtain additional debt and non-
fund based facilities could be adversely affected with a concurrent adverse effect on our business, financial
condition and results of operations. For further details, please refer chapter titled ‘Financial Indebtedness’
beginning on page 358 of this Red Herring Prospectus.

34. Our lenders have imposed certain restrictive conditions on us under our financing arrangements. Under our
financing arrangements, we are required to obtain the prior, written lender consent for, among other matters,
changes in our capital structure, formulate a scheme of amalgamation or reconstruction and entering into any
other borrowing arrangement. Further, we are required to maintain certain financial ratios.

There can be no assurance that we will be able to comply with these financial or other covenants or that we will
be able to obtain the consents necessary to take the actions we believe are necessary to operate and grow our
business. Our level of existing debt and any new debt that we incur in the future has important consequences.
Any failure to comply with these requirements or other conditions or covenants under our financing agreements
that is not waived by our lenders or is not otherwise cured by us, may require us to repay the borrowing in whole
or part and may include other related costs.

Our Company may be forced to sell some or all of its assets or limit our operations. This may adversely affect
our ability to conduct our business and impair our future growth plans. For further information, see the chapter
titled ‘Financial Indebtedness’ on page 358 of the Red Herring Prospectus. Though these covenants are restrictive
to some extent for us, however it ensures financial discipline, which would help us in the long run to improve our
financial performance.

35. Any downgrade of our debt ratings could adversely affect our business.

Currently, our borrowings facilities availed from the bank are rated by a credit rating agency. We have received
the following credit rating in respect of our credit rating facilities during last three fiscals 2024, 2023 and 2022:

Type of credit Fiscal 2024 Fiscal 2023 Fiscal 2022

rating
IVR BBB/Stable
IVR BBB/Positive [ICRA]BBB
Long –term rating (For FY 23 and H1 FY24 Valid
(Renewed) (Negative)
upto Dec 2023)
Short- term rating - - [ICRA]A3+

These ratings assess our overall financial capacity to pay our obligations and are reflective of our ability to meet
financial commitments as they become due. Though the credit rating have not been downgraded in the past three
financial years, there can be no assurance that these ratings will not be revised or changed by the above rating
agencies due to various factors, including on account of the COVID-19 pandemic.

55
 Any downgrade in our credit ratings may increase interest rates for refinancing our outstanding debt, which would
increase our financing costs, and adversely affect our future issuances of debt and our ability to raise new capital
on a competitive basis.

36. Failure to comply with export obligation may expose us to significant import duties and other penalties.

Our company is authorised to import HDPE/PP granules, under the Advance Licensing scheme of the Government
of India. These granules are essential for manufacturing finished goods, which are subsequently exported.
According to customs regulations, exports must be completed within 18 months from the issuance date of the
Advance License, with a possible 6-month extension. Failure to meet export obligations within this timeframe
may necessitate payment of import duties along with interest for the delay and other penalties. Additionally, we
may be subject to penalties under the Customs Act, 1962. Notably, there have been no instances of non-
compliance with export obligations in the past.

As of June 30, 2024, our total outstanding export obligation under the EPCG Schemes and the Advance License
Schemes amounts to ₹ 171 Lakhs and 491.29 MT (metric ton) respectively. Failure to fulfill these obligations
may lead to import duty along with interest and/or penalty. Considering our consistent and ample export orders,
our Company foresees no risk in meeting these obligations, as ensuring compliance with export requirements is
a continual process.

37. Any material shortage or supply interruption may lead to increased production costs, impacting the company's
ability to pass on costs to customers and adversely affecting its business

Any material shortage or interruption in the domestic and international supply or decrease in the quality of raw
materials due to natural causes or other factors could result in increased production costs that our Company which
we may not be able to pass on to customers, which in turn would have a material adverse effect on our Company’s
business. There have been no such instances occurred in the last three years.

38. Our Company may be subject to anti dumping duties, which may adversely impact our financial condition.

We export our products to countries where anti-dumping duties may be imposed on our exports. This could
necessitate additional duties or hinder future exports to these countries, potentially adverse impact on our financial
conditions. Nonetheless, there have been no such occurrences in the past three years.

39. There exists a potential conflict of interest between our Company and our Group Companies/subsidiaries which
may adversely affect our business.

The main objects of our group companies and subsidiaries align closely with those of our Company. While they
operate in similar business areas, each subsidiary also focuses on distinct verticals. Our Company and its
subsidiaries, Shree Tirupati Balajee FIBC Limited (STBFL), Jagannath Plastics Private Limited (JPPL), and
Honourable Packaging Private Limited (HPPL), are engaged in related business activities.

However, in the event that either of these companies engage in any business similar to that of our Company in the
future, there would arise a potential conflict of interest between our Company and these entities. Further, we have
not entered into any non-compete agreement with any of these entities.

There can be no assurance that our Promoter or our Group Companies or members of the Promoter Group will
not compete with our existing business or any future business that we may undertake or that their interests will
not conflict with ours. Any such present and future conflicts could have a material adverse effect on our reputation,
business, results of operations and financial condition which may adversely affect our profitability and results of
operations.

For details of our business, see “Our Corporate Structure” in the Chapter “Our Business” at page 179 of this
Red Herring Prospectus.

40. As the securities of our Subsidiary i.e. Shree Tirupati Balajee FIBC Limited is listed on SME Platform of
National Stock Exchange of India Limited (NSE EMERGE), our Subsidiary is subject to certain obligations
and reporting requirements under the SEBI Listing Regulations. Any non-compliances/delay in complying with
such obligations and reporting requirements may render us liable to prosecution and/or penalties.

The Equity Shares of our Subsidiary i.e. Shree Tirupati Balajee FIBC Limited are listed on NSE on Emerge

56
 Platform, therefore we are subject to the obligations and reporting requirements prescribed under the SEBI Listing
Regulations. There have been no instances in the past wherein, our Subsidiary has failed to comply with the
requirements of the SEBI Listing Regulations in a timely manner.

Our Subsidiary endeavours to comply with all such obligations/reporting requirements, there may be non-
disclosures/delayed/erroneous disclosures and/or any other violations which might have been committed by us,
and the same may result into Stock Exchanges and/or SEBI imposing penalties, issuing warnings and show cause
notices against us and/or taking actions as provided under the SEBI Act and Rules and Regulations made there
under and applicable SEBI Circulars. Any such adverse regulatory action or development could affect our
business reputation, divert management attention, and result in a material adverse effect on our business prospects
and financial performance and on the trading price of the Equity Shares

41. There are certain outstanding legal proceedings involving our Company, Subsidiaries, Group Companies,
Directors and Promoters. Any adverse decisions in these proceedings could impact our reputation, business
and financial condition.

As on the date of this Red Herring Prospectus, there are certain outstanding legal proceedings involving our
Company, Subsidiaries, Group Companies, Directors and Promoters. These proceedings are pending at different
levels of adjudication before various courts and regulatory authorities. Such proceedings could divert
management time and attention and consume financial resources in their defence. Furthermore, an adverse
judgment in some of these proceedings could have an adverse impact on our business, financial condition, results
of operations and future cash flows

Also, there is no assurance that in future, our Company, Subsidiaries, Group Companies, Directors and Promoters
may not face legal proceedings; For further details in relation to legal proceedings involving our Company,
Promoter, Directors, Group Companies and Subsidiaries see the chapter titled ‘Summary of Offer Document-
Summary table of outstanding litigations’ and ‘Outstanding Litigation and Material Developments’ on page 27
and page 374 respectively of this Red Herring Prospectus.

A classification of legal proceedings is mentioned below:

[Remainder of this page intentionally kept blank]

57
A classification of legal proceedings:

Complaint Aggregate
Civil/
Criminal Tax Consumer underSection amount
Name of Entity Arbitration Labour Disputes
Proceedings Proceedings Complaints 138 of NI involved
Proceedings
Act, 1881 (₹ in lakhs)
Company
By the Company 1 Nil Nil Nil Nil 2 367.75
Against the Company Nil Nil 5 Nil Nil Nil 49.61
Promoter
By the Promoter Nil Nil Nil Nil Nil Nil Nil
Against the Promoter 1 1 Nil Nil Nil Nil 37.61
Group Companies
By Group Companies Nil Nil Nil Nil Nil Nil Nil
Against Group Companies Nil Nil Nil Nil Nil Nil Nil
Directors other than promoter
By the Directors Nil Nil Nil Nil Nil Nil Nil
Against the Directors 1 Nil Nil Nil Nil Nil Nil
Subsidiaries
By the Subsidiaries Nil Nil Nil Nil Nil Nil Nil
Against the Subsidiaries Nil Nil 4 Nil Nil Nil 69.90
* In accordance with the Materiality Policy
**To the extent quantifiable

58
 We may be required to devote management and financial resources in the defense or prosecution of such legal
proceedings. Further, there is no assurance that in future, we, our Promoter, Directors, Group Companies and/or
Subsidiaries may not face legal proceedings. Should any new developments arise, including a change in Indian
law or rulings against us by the appellate courts or tribunals, we may face losses and have to make further
provisions in our financial statements, which could increase our expenses and our liabilities. There can be no
assurance that the provisions we have made for litigation will be sufficient or that further litigation will not be
brought against us in the future. Decisions in such proceedings adverse to our interests may have a material
adverse effect on our business, cash flows, financial condition, and results of operations. Further, delay in
settlement of statutory dues, vendor payments and employee settlement cases may also have an adverse impact
on us.

In the event significant claims are determined against us and we are required to pay all or a portion of the disputed
amounts, there could be a material adverse effect on our business and profitability. We cannot provide any
assurance that these matters will be decided in our favour. Furthermore, we may not be able to quantify all the
claims in which we are involved. Failure to successfully defend these or other claims or if our current provisions
prove to be inadequate, our business and results of operations could be adversely affected. Even if we are
successful in defending such cases, we will be subjected to legal and other costs relating to defending such
litigation, and such costs could be substantial. In addition, we cannot assure that similar proceedings will not be
initiated in the future. This could adversely affect our business, cash flows, financial condition, and results of
operation. For further details, see the section entitled ‘Summary of Offer Document-Summary of contingent
liabilities’ and ‘Restated Consolidated Financial Statements’ on page 26 and page 255 of this Red Herring
Prospectus respectively.

42. We have certain contingent liabilities that have not been provided for in our Company’s financials which, if
materialized, could adversely affect our financial condition.

Our contingent liabilities as on March 31, 2024 is as under:

(₹ in lakhs)
Sr. No. Particulars As at March 31, 2024
Contingent liabilities
a) Corporate Guarantees given to bank 9,352.03
b) Bank Guarantees (Ministry of Textiles) 17.13
c) Income Tax Demands 100.23
d) VAT & Penalty 19.28
e) Goods & Service Tax -
f) Disputed Claim of Suppliers 65.23
Total 9,553.90

In the event any such contingencies mentioned above were to materialize or if our contingent liabilities were to
increase in the future, our financial condition could be adversely affected. For further details,see the section
entitled ‘Summary of Offer Document-Summary of contingent liabilities’ and ‘Restated Consolidated Financial
Statements’ on page 26 and page 255 of this Red Herring Prospectus respectively.

43. Compliance with, and changes in, safety, health and environmental laws and regulations may adversely affect
our business, prospects, financial condition and results of operations.

Due to the nature of our business, we expect to be or continue to be subject to extensive and increasingly stringent
environmental, health and safety laws and regulations and various labour, workplace and related laws and
regulations. We are also subject to environmental laws and regulations, including but not limited to:

i. Environment (Protection) Act, 1986

ii. Air (Prevention and Control of Pollution) Act, 1981
iii. Water (Prevention and Control of Pollution) Act, 1974
iv. Hazardous Waste Management & Handling Rules, 2008
v. Other regulations promulgated by the Ministry of Environment and Forests and the Pollution Control
Boards.
Which govern the discharge, emission, storage, handling and disposal of a variety of substances that may be used
in or result from the operations of our business.

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 The scope and extent of new environmental regulations, including their effect on our operations, cannot be
predicted and hence the costs and management time required to comply with these requirements could be
significant. Amendments to such statutes may impose additional provisions to be followed by our Company and
accordingly the Company needs to incur clean-up and remediation costs, as well as damages, payment of fines or
other penalties, closure of production facilities for non-compliance, other liabilities and related litigation, could
adversely affect our business, prospects, financial condition and results of operations.

44. The introduction of alternative packaging materials caused by changes in technology or consumer
preferences may affect demand for our existing products which may adversely affect our financial results and
business prospects.

Our products are primarily used by companies requiring packaging materials for construction, agriculture,
chemical, and infrastructure industries. Our business is influenced by changes in technology, consumer
preferences, brand perception, convenience, safety, and environmental norms. Continuous modernization and
technological upgrades are necessary to deliver improved products. While we endeavor to maintain up-to-date
technology standards, we may need to adopt new technology or upgrade existing systems. However, the costs
associated with technology upgrades could significantly impact our finances and operations. Our ability to
anticipate and adapt to such changes, introducing new and improved products promptly, is crucial for our growth
and business prospects. There is no guarantee that we will keep pace with necessary technological advancements
to remain competitive. Moreover, significant shifts in consumer preferences can impact our customers' businesses
and, consequently, the demand for our products. Failing to predict or meet evolving demands in packaging
businesses and consumer preferences may adversely affect our business, profitability, and growth prospects. The
demand for PP/HDPE woven sacks/bags is on the rise due to their affordability, easy availability of raw materials,
transportation convenience, and strength. They have largely replaced traditional jute packing methods. PP/HDPE
is cost-effective, readily available, lightweight, and flexible, making it ideal for customized product development.

45. Our inability to obtain, renew or maintain our statutory and regulatory permits and approvals required to
operate our business may have a material adverse effect on our business, financial condition and results of
operations.

We will be required to obtain, maintain and renew permits and approvals in relation to our existing operations
and obtain new permits and approvals for any proposed operations as may be required under the applicable laws
of the sector or region that we are operating in. There can be no assurance that relevant authorities will renew or
issue any of such permits or approvals in the time-frame anticipated by us or at all. Our failure to renew, maintain
or obtain the required permits or approvals may result in the interruption of our operations and may have a material
adverse effect on our business, financial condition and results of operations. Compliance with many of the
regulations applicable to our operations may involve incurring significant costs and otherwise may impose
restrictions on our operations.

We cannot assure you that we will not be subject to any adverse regulatory action in the future. If the interpretation
of the regulators and authorities varies from our interpretation, we may be subject to penalties and the business
of our Company could be adversely affected. If we fail to obtain or retain any of these approvals or licenses, or
renewals thereof, in a timely manner, or at all, our business may be adversely affected. If we fail to comply, or a
regulator claims we have not complied, with any of the terms and conditions stipulated under any of our licenses
or permits, one or several of our licenses and certificates may be suspended or cancelled and we shall not be able
to carry on the activities permitted thereunder. For further information, see “Government and Other Approvals”
on page 379.

46. Operating within fragmented industry segments exposes us to competition from a diverse array of players,
both domestic and international, ranging from large corporations to smaller entities. The dynamic nature of
our business landscape means that we contend with a multitude of competitors, each vying for market share,
which may significantly impact our business operations and financial conditions.

Our Company operates in a market characterized by competition from both large, organized firms and smaller
regional competitors. While factors such as product quality, brand reputation, timely delivery, and customer
network influence customer decisions among competitors, price and quality are significant considerations.
Among similarly sized and product-diverse listed companies in India, we face competition from Kanpur
Plastipack Ltd., Rishi Techtex Ltd., Jumbo Bag Ltd., EMMBI Industries Ltd., and Commercial Syn. Bags Ltd.
Organized industry players compete by offering high-quality, consistent, and timely products, supplemented by
value-added services.

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 However, competitors may offer goods and services that we do not provide, allocate more resources to marketing
and promotional campaigns, and innovate more efficiently. New technologies may increase competitive pressures
by enabling competitors to offer more efficient or lower-cost services or offer products directly to consumers,
potentially impacting our ability to adapt quickly. If we are unable to change our offerings to reflect the changing
demands of offline and online sellers and marketplaces, or compete effectively with and adapt to such changes,
our business, financial condition, cash flows, and results of operations would be adversely affected.

Furthermore, the competitive landscape of our product market, both domestically and internationally, comprises
organized and unorganized players. Participants in this industry typically compete on key attributes such as
technical proficiency, product quality, distribution network, pricing, and timely delivery. Some competitors may
boast longer industry experience and possess greater financial, technical, and other resources, enabling them to
react more swiftly to changing market conditions and maintain competitiveness. Competitive pricing from the
unorganized sector may influence our sales volume and growth prospects. Intense competition presents a risk of
diminishing market share and potentially affecting our margins, thereby impacting our business operations and
financial condition.

Low cost producing countries such as China along with a number of small, medium and large enterprises within
India have been giving a high degree of competition to the Company, however the continued growth of the
Company especially in the overseas market is testament to the competitiveness of the Company.
The industry and markets for our products are characterized by factors such as the development of new products,
and evolving industry standards. We primarily compete based on the following:

i. product functionality, quality and reliability;

ii. design, and production capabilities;
iii. ability to meet customers order requirements and delivery schedules;
iv. customer relationships; and
v. product price.
Our failure to compete effectively, including any delay in responding to changes in the industry and market,
together with increased spending on advertising, may also affect the competitiveness of our products, which may
result in a decline in our revenues and profitability.

47. Orders placed by customers may be delayed, modified, cancelled or not fully paid for by our customers, which
may have an adverse effect on our business, financial condition and results of operations.

We may encounter problems in executing the orders in relation to our products or executing it on a timely basis.
Moreover, factors beyond our control or the control of our customers may postpone the delivery of such products
or cause its cancellation. Due to the possibility of cancellations or changes in scope and schedule of delivery of
such products, resulting from our customers discretion or problems, we encounter in the delivery of such
products or reasons outside our control or the control of our customers, we cannot predict with certainty when, if
or to what extent we may be able to deliver the orders placed. Additionally, delays in the delivery of such products
can lead to customers delaying or refusing to pay the amount, in part or full, that we expect to be paid in respect
of such products. In addition, even where a delivery proceeds as scheduled, it is possible that the customers may
default or otherwise fail to pay amounts owed. While we have not yet experienced any material delay,
cancellation, execution difficulty, payment postponement or payment default with regard to the orders placed
with us, or disputes with customers in respect of any of the foregoing, any such adverse event in the future could
materially harm our cash flow position and income. In the ordinary course of business, we extend credit to our
customers. Our results of operations and profitability depend on the creditworthiness of our customers. Certain
of these customers may have weak credit histories and we cannot be assured that these counterparties will always
be able to pay us in a timely fashion, or at all. Any adverse change in the financial condition of our customers
may adversely affect their ability to make payments to us. Default or delays in payments by a significant portion
of our customers may have an adverse effect on cash flows, results of operations and financial condition.

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48. We may not be able to derive the desired benefits from our product development efforts. Commercialization
and market development of our product particularly our new variants of FIBC products may take longer time
than expected and / or may involve unforeseen business risks.

While our existing customer base shall act as our captive demand pool for the new product variant,
commercialization and market development for such products may take longer time than expected and / or may
involve unforeseen business risks which could have an adverse impact on our business and results of operations.
There can be no assurance that we will be able to successfully develop the products or that such products will
receive market acceptance or adapt our manufacturing processes to incorporate new technologies or address
changing consumer trends or emerging industry standards. Any rapid change in the expectations of our customers
in our business on account of changes in technology or introduction of new alternate products could adversely
affect our business, results of operations and financial condition. Further, there can be no assurance that our newly
developed products will achieve commercial success. Even if such products can be successfully commercialized,
there is no guarantee that they will be accepted widely by the market. In addition, we cannot assure you that our
existing or potential competitors will not develop products which are similar or superior to our products. It is
often difficult to project the time frame for developing new products and the duration of market demand for these
products, there is a substantial risk that we may have to abandon a potential product that is no longer commercially
viable, even after we have invested resources in the research and development of such product. The success of
new products depends on the effectiveness of the product design, quality of the raw materials and quality control
systems. Any adverse change in the quality of products marketed and sold by us including due to reasons beyond
our control, or allegations of defects, even when false, at any of our manufacturing facilities could tarnish the
image of our brands, result in negative reviews and feedback from our customers. We plan to enhance and develop
and strengthen relationships with existing customers who may drive volume orders on an ongoing basis, however
there can be no assurance that we will be able to execute these strategies on time and within our estimated budget,
or that our development plans for the particular will increase our profitability. Any of these factors could adversely
impact our results of operations for our products.

49. Our Sales are on credit basis and hence receivables may be converted into bad debts due to change in
economic conditions or our client’s inability to pay.

Our sales are on a credit basis and hence receivables may be converted into bad debts due to changes in economic
conditions or our client’s inability to pay. Our revenue model is on account of exports to overseas clients.
Generally, our sales are on a credit basis. Any changes in general economic conditions or client’s inability to
pay may hamper our receivables and could in turn have an adverse effect on our sales.

Furthermore, any downturn in general or local economic conditions in the markets in which weoperate
may affect our credit terms, thereby affecting our sales. It would also adversely affect the collection of outstanding
credit accounts receivable, the net bad debt charge and hence income. For bad debts of recent years, please
refer to the chapter titled ‘Restated Consolidated Financial Statements’ at page 255.

Details of bad debt expense and a % of bad debt to total credit sales is as follows:
(₹ in lakhs except for percentages)
Particulars Fiscal 2024 Fiscal 2023 Fiscal 2022
Bad Debts 2.81 - 17.47
Total Turnover 53,966.08 47,543.33 44,418.05
Ratio 0.01% 0.00% 0.04%

50. Failure or disruption to our Information Technology and/or business resource planning systems may
adversely affect our business, financial condition, results of operations, cash flows and prospects.

We have implemented various information technology (“IT”) and/or business resource planning systems to cover
key areas of our operations. We are dependent on technology in relation to customer order management and
dispatches, financial accounting and scheduling raw material purchase and shipments. We rely on our IT
infrastructure to provide us with connectivity and data backup across our locations and functions. While the
business resource planning systems that we have implemented have enabled us to improve our working capital
cycles, despite an increase in our sales over the period, we can provide no assurance that we will be able to do so
in the future.

We believe that we have deployed adequate IT disaster management systems including data backup and retrieval
mechanisms, at our manufacturing facilities and registered office. While there have been no disruptions in the

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 operation of these systems in the past, we cannot assure you that such disruptions in the operation of these systems
will not occur in the future.

However, any failure or disruption in the operation of these systems or the loss of data due to such failure or
disruption (including due to human error or sabotage) may affect our ability to plan, track, record and analyze
work in progress and sales, process financial information, manage our creditors, debtors and hedging positions,
or otherwise conduct our normal business operations, which may increase our costs and otherwise adversely affect
our business, financial condition, results of operations and cash flows.

51. We appoint contract labour for carrying out certain of our operations and we 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 our results of operations, cash flows and
financial condition.

We engage independent contractors through whom we engage contract labourers for performance of certain
functions at our manufacturing facility for the performance of non-core tasks. Although we do not engage these
labourers directly, we are responsible for any wage and statutory payments to be made to such labourers in the
event of default by such independent contractors. Any requirement to fund their wage requirements may have an
adverse impact on our results of operations and our financial conditions. In addition, we may be liable for or
exposed to litigations, sanctions, penalties or losses arising from accidents or damages caused by our workers or
contractors.

Details of number of Independent Contractors and Contract Labourers during past 3 years are as under:

Sr.No. Particulars FY 2023-24 FY 2022-23 FY 2021-2022

1. Independent Contractors 13 14 16
2. Contract Labourers 580 600 640

52. We depend on certain brand names and our corporate name and logo that we may not be able to protect and/or
maintain. If we are unable to protect our intellectual property and proprietary information, or if we
inadvertently infringe the intellectual property rights of others, our business, financial condition, cash flows
and results of operations may be adversely affected.

Our ability to market and sell our products depends upon the recognition of our brand names and associated
consumer goodwill. Currently, we do not have registered trademarks for our own nor our corporate name and
logo under the Trade Marks Act, 1999. Consequently, we do not enjoy the statutory protections accorded to
registered trademarks in India for the corporate name and logo of our company, which are currently pending. In
the absence of such registrations, competitors and other companies may challenge the validity or scope of our
intellectual property right over these brands or our corporate name or logo. As a result, we may be required to
invest significant resources in developing new brands or names, which could materially and adversely affect our
business, financial condition, results of operations and prospects.

We also rely on certain patents and designs to protect our proprietary intellectual property. As on the date of this
Red Herring Prospectus we have two (2) patents granted by the Patent Office, Government of India. Our existing
and future patents may be insufficient to provide us with meaningful protection or a commercial advantage.
Further, we cannot assure you that, patents granted to us in our name or in the future will not be challenged or
circumvented by competitors or that such patents will be found to be valid or sufficiently broad to protect our
proprietary products or provide us with any competitive advantage. Any inability to protect or renew our
intellectual properties or other existing proprietary information could adversely affect our business.

The material approvals, licences or permits required for our business include trade licences, tax laws, and
environment laws, as applicable. See ‘Government and other Statutory Approvals’ on page 379 of this Red
Herring Prospectus for further details on the required material approvals for the operation of our business.

53. Our revenues are highly dependent on clients concentrated in the packaging of products and manufacturing
sector. An economic slowdown or factors affecting this segment may have an adverse effect on our business,
financial condition and results of operations.

Our revenues are highly dependent on clients concentrated in the sector. This sector plays a pivotal role in our
overall business strategy, and any economic slowdown or unforeseen factors influencing this segment could

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 potentially have a significant and adverse impact on our business, financial condition, and results of operations.
The concentration of our clients in this particular sector exposes us to specific risks associated with the dynamics
and challenges inherent to that industry. Economic fluctuations, regulatory changes, technological disruptions, or
other unforeseen events within this sector can directly affect the demand for our products or services. As a result,
our financial performance may be susceptible to the cyclical nature of the industry, making us vulnerable to
downturns and fluctuations in the market conditions specific to that sector.

54. Our Company is dependent on third party transportation providers for the delivery of our goods and any
disruption in their operations or a decrease in the quality of their services could affect our Company's
reputation and results of operations.

Our Company uses third-party transportation providers for delivery of our goods. Though our business has not
experienced any disruptions due to transportation strikes in the past, any future transportation strikes may have
an adverse effect on our business. In addition goods may be lost or damaged in transit for various reasons
including occurrence of accidents or natural disasters. There may also be delay in delivery of products which may
also affect our business and results of operation negatively. An increasein the freight costs or unavailability of
freight for transportation of our raw materials may have an adverse effect on our business and results of operations.

Further, disruptions of transportation services due to weather-related problems, strikes, lock-outs, inadequacies
in the road infrastructure, or other events could impair ability to procure raw materials on time. Any such
disruptions could materially and adversely affect our business, financial condition and results of operations.

55. Our insurance coverage may not be adequate.

Our Company has obtained insurance coverage in respect of certain risks. These policies insure our assets against
standard fire, industrial risks, burglary and additionally avail fidelity guarantee insurance and money insurance.
Our business entails handling of huge inventory, huge line of production and high value machineries. It is
imperative in our business that adequate insurance coverage is taken. The details of net assets value covered as
compared to total Assets and insurance claimed vis a vis insurance cover in the past three Fiscals 2024, 2023,
2022 for other than Marine Insurance is as follows:
(₹ in lakhs)
Particulars Fiscal 2024 Fiscal 2023 Fiscal 2022
Net Assets value
covered 42,891.95 42,125.95 38,705.25
under insurance
Total Assets 39,264.82 32,597.57 31,106.64
% on Total Assets 109% 129% 124%
Total amount of
NIL 16.39 NIL
Insurance claimed

While we maintain that our insurance coverage is appropriate for the scope of our business operations, it should
be noted that our insurance policies may not comprehensively cover all potential risks. No assurance can be given
regarding the sufficiency of our insurance policies to fully compensate us for losses for which coverage has been
procured.

The details of insurance claimed vis a vis insurance cover in the past three Fiscals 2024, 2023 and 2022 for Marine
Insurance is as follows:
(₹ in lakhs)
Particulars Fiscal 2024 Fiscal 2023 Fiscal 2022
Total amount of sum 1,59,852.00 73,818.00 63,170.00
insured*
Total amount of insurance NIL NIL 9.53
claimed
*Total amount of sum insured includes Import, Domestic Purchase, Exports, Domestic Sales, Capital Goods,
Interfactory & Others

In the event of significant losses not covered by insurance, denial of insurance claims pertaining to insured risks,
or if losses incurred exceed the limits of our insurance coverage, there exists the potential for material adverse
effects on our business, financial condition, and operational results.
For further details, please refer chapter titled ‘Our Business’ beginning on page 179 of this Red Herring Prospectus.

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56. Our Company has unsecured loans which are repayable on demand. Any demand loan from lenders for
repayment of such unsecured loans, may adversely affect our cash flows.

As on March 31, 2024, our Company has unsecured loans amounting to ₹ 375 lakhs from related and other parties
that are repayable on demand to the relevant lender. Further, some of these loans are not repayable in accordance
with any agreed repayment schedule and may be recalled by the relevant lenderat any time. Any such unexpected
demand or accelerated repayment may have a material adverse effect on the business, cash flows and financial
condition of the borrower against which repayment is sought. Any demand from lenders for repayment of such
unsecured loans, may adversely affect our cash flows. For further details of unsecured loans of our Company,
please refer the chapter titled “Restated Consolidated Financial Statements” beginning on page 255 of this Red
Herring Prospectus.

57. We have not made any alternate arrangements for meeting our capital requirements for the Objects of the Offer.
Further we have not identified any alternate source of financing the “Objects of the Offer”. Any shortfall in
raising / meeting the same could adversely affect our growth plans, operations, and financial performance.

As on date, we have not made any alternate arrangements for meeting our capital requirements for the objects of
the offer. We meet our capital requirements through our bank finance, owned funds and internal accruals. Any
shortfall in our net owned funds, internal accruals and our inability to raise debt in future would result in us
being unable to meet our capital requirements, which in turn will negatively affect our financial condition and the
results of operations.

Further we have not identified any alternate source of funding and hence any failure or delay on our part to raise
money from this offer or any shortfall in the offer proceeds may delay the implementation schedule and could
adversely affect our growth plans. For further details please refer to the chapter titled ‘Objects of the Offer’
beginning on page 108 of this Red Herring Prospectus.

58. Our ability to pay dividends and issuance of bonus shares in the future will depend upon our future earnings,
financial condition, cash flows, working capital requirements, capital expenditure and restrictive covenants in
our financing arrangements.

We may retain all our future earnings, if any, for use in the operations and expansion of our business. As a result,
we may not declare dividends and/or issue bonus shares in the foreseeable future. Our Company had a surplus in
the general reserves (free reserves) of Rs. 4,243.36 lakhs and securities premium of Rs. 3,058.47 lakhs in the
books of accounts as on March 31, 2023, which was adequate for the issuance of bonus shares and our Company
has capitalised a sum of Rs. 5,790 lakhs out of its surplus in securities premium account i.e. Rs.3058.47 lakhs and
general reserve account i.e. 2,731.53 as on August 18, 2023 to issue 5,79,00,000 Equity Shares of Rs. 10/- each
under a Bonus Issue in the ratio of 50 Equity Shares for every 1 Equity Share. After the issuance, the remaining
general reserves and securities premium balances were Rs. 1,511.83 lakhs and Rs. NIL lakhs, respectively, as
recorded in the books of accounts. It is important to disclose the extent of usage of our reserves post bonus
issuance, which depends on our future earnings. Before the issuance, reserves were adequate to support the
distribution, but post-issuance, our reserves have significantly decreased. This reduction may impact our ability
to fund future bonuses, dividends, or other financial commitments. Consequently, any unforeseen financial
setbacks or reduced profitability could further strain our reserves, thereby affecting our capacity to declare and
pay bonuses in the future. Additionally, regulatory constraints may impose further limitations on our ability to
utilize reserves for such distributions.

Further, any future determination as to the declaration and payment of dividends and/or issue bonus shares will
be at the discretion of our Board of Directors and will dependon factors that our Board of Directors deem relevant,
including among others, our results of operations, financial condition, cash requirements, business prospects and
any other financing arrangements. Additionally, under some of our loan agreements, we may not be permitted
todeclare any dividends, if there is a default under such loan agreements or unless our Company has paid all the
dues to the lender up to the date on which the dividend is declared or paid or has made satisfactory provisions
thereof. Accordingly, realization of a gain on shareholders’ investments may largely depend upon the appreciation
of the price of our Equity Shares. There can be no assurance that our Equity Shares will appreciate in value. As
on date, our Company does not have a formal dividend policy and we cannot assure that we may have a formal
dividend policy in future. For details of our dividend history, see ‘Dividend Policy’ on page 254 of this Red
Herring Prospectus. For details of our dividend and/or issue bonus shares history, see ‘Dividend Policy’ and
“Capital Structure - Share Capital History of our Company” on page 254 and page 92 respectively of this Red
Herring Prospectus.

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59. Our Company's management has been given discretion in deploying the proceeds from the Offer. The absence
of a bank or financial institution's appraisal for the fund requirement and deployment, coupled with the
potential for changes in assumptions, market conditions, or the company's strategy, poses uncertainty
regarding the effective utilization of the funds, exposing investors to the risk of idle funds or a variance in the
stated objects of the Offer without shareholder authorization.

Within the parameters as mentioned in the chapter titled, ‘Objects of the Offer’ beginning on page 108 of this Red
Herring Prospectus, our Company’s management will have flexibility in applying the proceeds of this Offer. The
fund requirement and deployment mentioned in the “Objects of this Offer” have not been appraised by any bank
or financial institution.
We intend to use entire Offer Proceeds towards (i) Repayment and/or prepayment, in part or full, of certain of our
outstanding borrowings availed by our Company; (ii) Investment in our subsidiaries HPPL, STBFL and JPPL for
Repayment and/or prepayment, in part or full, of certain of outstanding borrowings availed; (iii) Funding the
incremental working capital requirements of our Company; (iv) Investment in our subsidiaries HPPL, STBFL
and JPPL for funding working capital requirements of our Company and (v) General Corporate purposes. We
intend to deploy the Net Issue Proceeds in fiscal 2025 and such deployment is based on certain assumptions and
strategy which our Company believes to implement in future. The funds raised from the Offer may remain idle
on account of change in assumptions, market conditions, strategy of our Company, etc., For further details on the
use of the Offer Proceeds, please refer chapter titled ‘Objects of the Offer’ beginning on page 108 of this Red
Herring Prospectus. The deployment of funds for the purposes described above is at the discretion of our
Company’s Board of Directors. The fund requirement and deployment are based on internal management
estimates and has not been appraised by any bank or financial institution. Accordingly, within the parameters as
mentioned in the chapter titled ‘Objects of the Offer’ beginning on page 108 of this Red Herring Prospectus, the
Management will have significant flexibility in applying the proceeds received by our Company from the Offer.
Our Board of Directors will monitor the proceeds of this Offer. However, the Audit Committee will monitor the
utilization of the proceeds of this Offer and prepare the statement for utilization of the proceeds of this Offer.
However, in accordance with Section 27 of the Companies Act, 2013, a company shall not vary the objects of the
Offer without our Company being authorized to do so by our shareholders by way of special resolution and other
compliances in this regard. Our Promoter and controlling shareholder shall provide exit opportunity to such
shareholders who do not agree to the proposal to vary the objects, at such price, and in such manner, as may be
prescribed by SEBI, in this regard.

60. Our future funds requirements, in the form of issue of capital or securities and/or loans taken by us, may be
prejudicial to the interest of the shareholders depending upon the terms on which they are eventually raised.

We may require additional capital from time to time depending on our business needs. Any issue of shares or
convertible securities would dilute the shareholding of the existing shareholders and such issuance may be done
on terms and conditions, which may not be favourable to the then existing shareholders. If such funds are raised
in the form of loans or debt, then it may substantially increase our interest burden and decrease our cash flows,
thus prejudicially affecting our profitability and ability to pay dividends to our shareholders.

61. Our success depends largely upon the services of our Directors, Promoter and other Key Managerial Personnel
and our ability to attract and retain them. Demand for Key Managerial Personnel in the industry is intense and
our inability to attract and retain Key Managerial Personnel may affect the operations of our Company.

Our success is dependent on the expertise and services of our Directors, Promoter and our Key Managerial
Personnel. They provide expertise which enables us to make well informed decisionsin relation to our business
and our future prospects. Our future performance will depend upon the continued services of these persons.
Demand for Key Managerial Personnel in the industry is intense. We cannot assure you that we will be able to
retain any or all, or that our succession planning will help to replace, the key members of our management. The
loss of the services of such key members of our management team and the failure of any succession plans to
replace such key members could have an adverse effect on our business and the results of our operations.

62. In addition to normal remuneration or benefits and reimbursement of expenses, some of our Promoter,
Directors and key managerial personnel are interested in our Company to the extent of their shareholding and
dividend entitlement in our Company.

Our Promoter Directors and Key Managerial Personnel are interested in our Company to the extent of
remuneration paid to them for services rendered and reimbursement of expenses payable to them. In addition,
some of our Promoter, Directors and Key Managerial Personnel may also be interested to the extent of their

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 shareholding and dividend entitlement in our Company. For further information, see ‘Capital Structure’, ‘Our
Management’ and ‘Our Promoter and Promoter Group’ on pages 92, 231 and 249, respectively, of this Red
Herring Prospectus.

63. Our primary business activity involves the manufacturing of Flexible Intermediate Bulk Containers (FIBC)
bags, a sector characterized by low entry barriers, intense competition, fluctuating raw material prices, labor-
intensive processes and regulatory risks that could impact our operations.

Our primary business activity involves the manufacturing of Flexible Intermediate Bulk Containers (FIBC) bags,
in an industry characterized by low entry barriers, intense competition, and product homogeneity. This
environment results in pricing pressures and requires continuous innovation, cost efficiency, and stringent quality
control. Additionally, the industry faces various constraints and limitations in its ability to serve such as fluctuating
raw material prices, high labour costs, supply chain instability, and a labour-intensive manufacturing process for
stitching, extrusion and weaving etc. Our operations are also subject to regulatory risks, including changes in
government policies, environmental regulations, trade tariffs, and industry-specific mandates, which require
proactive compliance and strategic adaptability as there exists the potential for material adverse effects on our
business, financial condition, and operational results.

64. Our Promoter will continue jointly to retain majority control over our Company after the Offer, which will
allow them to determine the outcome of matters submitted to shareholders for approval. This leads to
concentrated promoter ownership and control.

After completion of the Offer, our Promoter will own substantial Equity Shares. As a result, our Promoter will be
able to exercise a significant degree of influence over us and will be able to control the outcome of any proposal
that can be approved by a majority shareholder vote, including, the election of members to our Board, in
accordance with the Companies Act and our Articles of Association. Such a concentration of ownership may also
have the effect of delaying, preventing or deterring a change in control of our Company.

In addition, our Promoter will continue to have the ability to cause us to take actions that are not in, or may
conflict with, our interests or the interests of some or all of our creditors or minority shareholders, and we cannot
assure you that such actions will not have an adverse effect on our future financial performance or the price of
our Equity Shares.

65. We are susceptible to volatility of prices of our products, including due to competitive products.

Prices of our products are subject to fluctuation, depending on, among other factors, the number of producers and
their production volumes and changes in demand in the markets we serve. Volatility in price realization and loss
of customers may adversely affect our profitability. Further, there is no assurance that we will be able to maintain
our low cost of operations or to further reduce costs or develop new cost-effective processes in the future.

66. We may not be successful in implementing our business strategies.

The success of our business depends substantially on our ability to implement our business strategies effectively.
Even though we have successfully executed our business strategies in the past, there is no guarantee that we can
implement the same on time and within the estimated budget going forward, or that we will be able to meet the
expectations of our targeted clients. Changes in regulations applicable to us may also make it difficult to
implement our business strategies. Failure to implement our business strategies would have a material adverse
effect on our business and results of operations.

67. We rely extensively on our systems, including quality assurance systems, products processing systems and
information technology systems, the failure of which could adversely affect our business, prospects, results of
operations and financial condition.

We depend extensively on the capacity and reliability of the quality assurance systems, product processing
systems and information technology systems to support our operations. Our systems are subject to damage or
incapacitation by natural disasters, human error, power loss, sabotage, computer viruses, hacking, acts of terrorism
and similar events or the loss of support services from third parties. There can be no assurance that we will not
encounter disruptions in the future. Any disruption in the use of, or damage to, our systems may adversely affect
our business, prospects, results of operations and financial condition.

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68. Industry information included in this Red Herring Prospectus has been derived from industry reports
commissioned by us for such purpose. There can be no assurance that such third-party statistical, financial
and other industry information is either complete or accurate.

Pursuant to being engaged by us for the purpose of this Offer, we had appointed CARE Advisory Research and
Training Limited, which is not related to our Company, our Directors or our Promoter, who have prepared
a report titled, “Industry Research Report on FIBC Industry – Global Flexible Intermediate Bulk Packaging
Industry” dated July 29, 2024 (the “CARE Report”)” issued by CARE Analytics and Advisory Private Limited
(previously known as CARE Advisory Research & Training Limited) (“Care Edge Research”) appointed by
the Company which has been exclusively prepared for the purpose of the Offer and is commissioned and paid
for by the Company. The Care Edge Report is available on the website of our Company at
www.tirupatibalajee.net. Certain sections of this Red Herring Prospectus include information based on, or derived
from, the Care Edge Report or extracts of the Care Edge Report. All information in this Red Herring Prospectus
indicates the Care Edge Report as its source. Accordingly, any information in this Red Herring Prospectus derived
from, or based on, the Care Edge Report should be read taking into consideration the foregoing. Industry sources
and publications are also prepared based on information as of specific dates and may no longer be current or
reflect current trends. Industry sources and publications may also base their information on estimates, projections,
forecasts and assumptions that may prove to be incorrect. While industry sources take due care and caution while
preparing their reports, they do not guarantee the accuracy, adequacy or completeness of the data. Accordingly,
investors should not place undue reliance on, or base their investment decision solely on this information. In view
of the foregoing, you may not be able to seek legal recourse for any losses resulting from undertaking any
investment in the Offer pursuant to reliance on the information in this Red Herring Prospectus based on, or derived
from, the Care Edge Report. You should consult your own advisors and undertake an independent assessment of
information in this Red Herring Prospectus based on, or derived from, the Care Edge Report before making any
investment decision regarding the Offer, for further details, see “Industry Overview” on page 147.

69. We have issued Equity Shares in the last twelve months, the price of which may be lower than the Offer Price.

Our Company has issued 77,62,852 (Seventy Seven Lakhs Sixty Two Thousand Eight Hundred Fifty Two) Equity
Shares in the last twelve months at a price which may be lower than the Issue Price through Bonus Issue and
preferential issue as below:

Face value Issue price

No of equity Nature of
Date of Allotment per equity per equity
Shares allotted Allotment
shares share
Preferential
September 11, 2023 17,26,191 10 42
Allotment
Preferential
September 15, 2023 14,04,762 10 42
Allotment
Preferential
September 22, 2023 21,66,666 10 42
Allotment
Preferential
November 14, 2023 24,65,233 10 42
Allotment
Total 77,62,852

The Offer Price is not indicative of the price that will prevail for the Equity Shares in the open market following
listing of the Equity Shares. Further, we may, in the future, continue to issue Equity Shares at prices that may be
lower than the Offer Price, subject to compliance with applicable law. Any issuance of Equity Shares by us may
dilute your shareholding in our Company, thereby adversely affecting the trading price of the Equity Shares and
our ability to raise capital through any issuance of new securities.

For further details of Equity Shares issued, please refer to chapter titled, ‘Capital Structure’ beginning on page
92 of this Red Herring Prospectus.

70. Pursuant to listing of the Equity Shares, we may be subject to pre-emptive surveillance measures like
Additional Surveillance Measure (“ASM”) and Graded Surveillance Measures (“GSM”) by the Stock
Exchanges in order to enhance market integrity and safeguard the interest of investors.

SEBI and the Stock Exchanges have introduced various pre-emptive surveillance measures in order to enhance

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 market integrity and safeguard the interests of investors, including ASM and GSM. ASM and GSM are imposed
on securities of companies based on various objective criteria such as significant variations in price and volume,
concentration of certain client accounts as a percentage of combined trading volume, average delivery, securities
which witness abnormal price rise not commensurate with financial health and fundamentals such as earnings,
book value, fixed assets, net worth, price / earnings multiple, market capitalization etc.

Upon listing, the trading of our Equity Shares would be subject to differing market conditions as well as other
factors which may result in high volatility in price, low trading volumes, and a large concentration of client
accounts as a percentage of combined trading volume of our Equity Shares. The occurrence of any of the
abovementioned factors or other circumstances may trigger any of the parameters prescribed by SEBI and the
Stock Exchanges for placing our securities under the GSM and/or ASM framework or any other surveillance
measures, which could result in significant restrictions on trading of our Equity Shares being imposed by SEBI
and the Stock Exchanges. These restrictions may include requiring higher margin requirements, requirement of
settlement on a trade for trade basis without netting off, limiting trading frequency, reduction of applicable price
band, requirement of settlement on gross basis or freezing of price on upper side of trading, as well as mentioning
of our Equity Shares on the surveillance dashboards of the Stock Exchanges. The imposition of these restrictions
and curbs on trading may have an adverse effect on market price, trading and liquidity of our Equity Shares and
on the reputation and conditions of our Company.

71. The Offer Price of our Equity Shares may not be indicative of the market price of our Equity Shares after the
Offer and the market price of our Equity Shares may decline below the Offer Price and you may not be able
to sell your Equity Shares at or above the Offer Price.

The Offer Price of our Equity Shares will be determined by book-built method. This price is be based onnumerous
factors (For further information, please refer chapter titled ‘Basis for Offer Price’ beginning on page 133 of this
Red Herring Prospectus) and may not be indicative of the market price of our Equity Shares after the Offer. The
market price of our Equity Shares could be subject to significant fluctuations after the Offer and may decline
below the Offer Price. We cannot assure you that you will be able to sell your Equity Shares at or above the Offer
Price. Among the factors that could affect our share price include without limitation. The following:

i. Half yearly variations in the rate of growth of our financial indicators, such as earnings pershare, net
income and revenues;
ii. Changes in revenue or earnings estimates or publication of research reports by analysts;
iii. Speculation in the press or investment community;
iv. General market conditions; and
v. Domestic and international economic, legal and regulatory factors unrelated to ourperformance.

72. The average cost of acquisition of Equity Shares by our Promoter could be lower than the floor price.

Our Promoter average cost of acquisition of Equity Shares in our Company may be lower than theFloor
Price of the Price Band as may be decided by the Company in consultation with the BRLMs. For further details
regarding average cost of acquisition of Equity Shares by our Promoter in our Company and build-up of Equity
Shares by our Promoter in our Company, please refer to the section titled ‘Capital Structure’ on page 92 of this
Red Herring Prospectus.

73. Holders of Equity Shares may be restricted in their ability to exercise pre-emptive rights under Indian law
and thereby may suffer future dilution of their ownership position.

Under the Companies Act, 2013 a company having share capital and incorporated in India must offer its holders
of equity shares pre-emptive rights to subscribe and pay for a proportionate number of equity shares to maintain
their existing ownership percentages before the issuance of any new equity shares, unless the pre-emptive rights
have been waived by adoption of a special resolution. However, if the laws of the jurisdiction the investors are
located in do not permit them to exercise their pre-emptive rights without our filing an offering document or
registration statement with the applicable authority in such jurisdiction, the investors will be unable to exercise
their pre-emptive rights unless we make such a filing. If we elect not to file a registration statement, the new
securities may be issued to a custodian, who may sell the securities for the investor’s benefit. The value the
custodian receives on the sale of such securities and the related transaction costs cannot be predicted. In addition,
to the extent that the investors are unable to exercise preemptive rights granted in respect of the Equity Shares
held by them, their proportional interest in us would be reduced.

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74. Rights of shareholders of companies under Indian law may be less extensive than under the laws of other
jurisdictions.

Our Articles of Association, composition of our Board, Indian laws governing our corporate affairs, the validity
of corporate procedures, directors’ fiduciary duties, responsibilities and liabilities, and shareholders’ rights may
differ from those that would apply to a company in another jurisdiction. Shareholders’ rights under Indian law
may not be as extensive and widespread as shareholders’ rights under the laws of other countries or jurisdictions.
Investors may face challenges in asserting their rights as shareholder in an Indian company than as a shareholder
of an entity in another jurisdiction.

75. QIBs and Non-Institutional Investors are not permitted to withdraw or lower their Bids (in terms of quantity
of Equity Shares or the Bid Amount) at any stage after submitting a Bid.

Pursuant to the SEBI ICDR Regulations, QIBs and Non-Institutional Investors are not permitted to withdraw or
lower their Bids (in terms of quantity of Equity Shares or the Bid Amount) at any stage after submitting a Bid.
Retail Individual Investors can revise their Bids during the Bid/Offer Period and withdraw their Bids until
Bid/Offer Closing Date. While our Company is required to complete Allotment pursuant to the Offer within six
Working Days from the Bid/Offer Closing Date, events affecting the Bidders’ decision to invest in the Equity
Shares, including material adverse changes in international or national monetary policy, financial, political or
economic conditions, our business, cash flows, results of operation or financial condition may arise between the
date of submission of the Bid and Allotment. Our Company may complete the Allotment of the Equity Shares
even if such events occur, and such events limit the Bidders’ ability to sell the Equity Shares Allotted pursuant to
the Offer or cause the trading price of the Equity Shares to decline on listing.

76. The requirements of being a listed company may strain our resources.

We are not a listed company and have not, historically, been subjected to the increased scrutiny of our affairs by
shareholders, regulators and the public at large that is associated with being a listed company. As a listed
company, we will incur significant legal, accounting, corporate governance and other expenses that we did not
incur as an unlisted company. We will be subject to the SEBI Listing Regulations which will require us to file
audited annual and limited reviewed half yearly reports with respect to our business and financial condition. If
we experience any delays, we may fail to satisfy our reporting obligations and/or we may not be able to readily
determine and accordingly report any changes in our results of operations as promptly as other listed companies.
Further, as a listed company, we will need to maintain and improve the effectiveness of our disclosure controls
and procedures and internal control over financial reporting, including keeping adequate records of daily
transactions.

In order to maintain and improve the effectiveness of our disclosure controls and procedures and internal control
over financial reporting, significant resources and management attention will be required. As a result, our
management’s attention may be diverted from our business concerns, which may adversely affect our business,
prospects, financial condition and results of operations. In addition, we may need to hire additional legal and
accounting staff with appropriate experience and technical accounting knowledge, but we cannot assure you that
we will be able to do so in a timely and efficient manner.

77. Our Equity Shares, having not been previously traded publicly, may undergo fluctuations in both price and
volume subsequent to the completion of the offer, there is a risk that they may not establish an active or liquid
market, contributing to potential volatility in their pricing. Further, any future issuance of Equity Shares,
convertible securities, or other equity-linked securities by the company may result in dilution of existing
shareholders' holdings and the trading price of Equity Shares may be adversely affected by sales of shares by
major shareholders.

Prior to the Offer, there has been no public market for our Equity Shares, and an active trading market may not
develop or be sustained after the Offer. Listing and quotation does not guarantee that a market for our Equity
Shares will develop or, if developed, does not guarantee the liquidity of such market for the Equity Shares.
Investors might not be able to rapidly sell the Equity Shares at the quoted price if there is no active trading in the
Equity Shares. The Offer Price of the Equity Shares has been determined by our Company in consultation with
the BRLMs through the Book Building Process. The market price of the Equity Shares may be subject to
significant fluctuations in response to, among other factors, variations in our operating results of our Company,
market conditions specific to the industry we operate in, developments relating to India, volatility in securities

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 markets in jurisdictions other than India, variations in the growth rate of financial indicators, variations in revenue
or earnings estimates by research publications, and changes in economic, legal and other regulatory factors.

Further, we may be required to finance our growth, whether organic or inorganic, through future equity issues.
Any future equity issuances by us, including a primary issue, may lead to the dilution of investors’ shareholdings
in us. Any future issuances of Equity Shares, convertible securities or securities linked to the Equity Shares by
us, including through exercise of employee stock options, if any, issued by us in future sales of the Equity Shares
by any of our major shareholders or the disposal of Equity Shares by our major shareholders or the perception
that such issuance or sales may occur, including to comply with the minimum public shareholding norms
applicable to listed companies in India may adversely affect the trading price of the Equity Shares, which may
lead to other adverse consequences including difficulty in raising capital through issuance of the Equity Shares
or incurring additional debt. There can be no assurance that we will not issue further Equity Shares or that the
shareholders will not dispose of the Equity Shares. Any future issuances could also dilute the value of your
investment in the Equity Shares. In addition, any perception by investors that such issuances or sales might occur
may also affect the market price of the Equity Shares. There can also be no assurance that any substantial
shareholder, including our Promoter will not dispose of, encumber, or pledge their Shares or related securities
which may also adversely affect the trading price of the Equity Shares.

External Risk Factors

78. You may be subject to Indian taxes arising out of capital gains on the sale of the Equity Shares.

Under current Indian tax laws, unless specifically exempted, capital gains arising from the sale of equity shares
in an Indian company are generally taxable in India. Any gain realized in excess of 1,00,000/- on the sale of listed
equity shares on a stock exchange held for more than 12 months will be subject to long term capital gains tax in
India at the specified rates in case STT was paid on the sale transaction. Accordingly, you may be subject to
payment of long-term capital gains tax in India, in addition to payment of Securities Transaction Tax (“STT”),
on the sale of any Equity Shares held for more than 12 months. STT will be levied on and collected by a domestic
stock exchange on which the Equity Shares are sold. Further, any gain realized on the sale of listed equity shares
held for a period of 12 months or less will be subject to short term capital gains tax in India. Capital gains arising
from the sale of the Equity Shares will be exempt from taxation in India in cases where the exemption from
taxation in India is provided under a treaty between India and the country of which the seller is resident. Generally,
Indian tax treaties do not limit India’s ability to impose tax on capital gains. As a result, residents of other countries
may be liable for tax in India as well as in their own jurisdiction on a gain upon the sale of the Equity Shares.

79. Significant differences exist between Ind AS and other accounting principles, such as US GAAP and
International Financial Reporting Standards (“IFRS”), which investors may be more familiar with and
consider material to their assessment of our financial condition.

The Restated Consolidated Financial Information comprises of the restated statement of assets and liabilities as
at March 31, 2024, March 31, 2023 and March 31, 2022, the restated statements of profit and loss (including other
comprehensive income), the restated statement of changes in equity, the restated statement of cash flows for the
March 31, 2024, March 31, 2023 and March 31, 2022, the summary statement of significant accounting policies
and other explanatory information read together with summary statement of significant accounting policies,
annexures and notes thereto prepared in accordance with Ind AS and restated by Company in accordance with the
requirements of Section 26 of Part I of Chapter III of the Companies Act, 2013, SEBI ICDR Regulations and the
Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute of Chartered
Accountants of India, each as amended.
We have not attempted to quantify the impact of US GAAP, IFRS or any other system of accounting principles
on the financial data included in this Red Herring Prospectus, nor do we provide a reconciliation of our financial
statements to those of US GAAP, IFRS or any other accounting principles. US GAAP and IFRS differ in
significant respects from Ind AS. Accordingly, the degree to which the Restated Consolidated Financial
Information included in this Red Herring Prospectus will provide meaningful information is entirely dependent
on the reader’s level of familiarity with Ind AS and the SEBI ICDR Regulations. Any reliance by persons not
familiar with Indian accounting practices on the financial disclosures presented in this Red Herring Prospectus
should accordingly be limited.

80. Changing regulations in India could lead to new compliance requirements that are uncertain and its
implementation could disrupt our operations and adversely affect our business and results of operations.

The regulatory environment in which we operate is evolving and is subject to change. The Government of India

71
 may implement new laws or other regulations that could affect our industry, which could lead to new compliance
requirements. New compliance requirements could increase our costs or otherwise adversely affect our business,
financial condition and results of operations. Further, the manner in which new requirements will be enforced or
interpreted can lead to uncertainty in our operations and could adversely affect our operations. If we fail to comply
with all applicable regulations or if the regulations governing our business or their implementation change
adversely, we may incur increased costs or be subject to penalties, which could disrupt our operations and
adversely affect our business and results of operations. Any adverse regulatory change in this regard could lead
to fluctuation of prices of raw materials and thereby increase our operational cost. Additionally, our loans are
subject to specific conditions imposed by the Ministry of Commerce and Industry, Government of India and the
RBI. In the event of any adverse regulatory development or in the event that we are otherwise not able to secure
such loans, we may not be able to benefit from such low interest rates or the ability to fix the price within the
specified time frame at the same price at which we sell our products to our customers. Further, as GST is
implemented, there can be no assurance that we will not be required to comply with additional procedures or
obtain additional approvals and licenses from the government and other regulatory bodies or that they will not
impose onerous requirements and conditions on our operations. With the implementation of GST, we are
obligated to pass on any benefits accruing to us as result of the transition to GST to the consumer thereby limiting
our benefits. In order for us to utilise input credit under GST, the entire value chain has to be GST compliant,
including us. While we are and will continue to adhere to the GST rules and regulations, there can be no assurance
that our suppliers and dealers will do so. Any such failure may result in increased cost on account of non-
compliance with the GST and may adversely affect our business and results of operations.

In addition, unfavorable changes in or interpretations of existing, or the promulgation of new laws, rules and
regulations, operations and group structure could result in us being deemed to be in contravention of such laws
or may require us to apply for additional approvals. We may incur increased costs relating to compliance with
such new requirements, which may also require management time and other resources, and any failure to comply
may adversely affect our business, results of operations and prospects. Uncertainty in the applicability,
interpretation or implementation of any amendment to, or change in, governing law, regulation or policy,
including by reason of an absence, or a limited body, of administrative or judicial precedent may be time
consuming as well as costly for us to resolve and may impact the viability of our current businesses or restrict our
ability to grow our businesses in the future.

81. Political instability or a change in economic liberalization and deregulation policies could seriously harm
business and economic conditions in India generally and our business in particular.

The Government of India has traditionally exercised and continues to exercise influence over many aspects of the
economy. Our business and the market price and liquidity of our Equity Shares may be affected by interest rates,
changes in Government policy, taxation, social and civil unrest and other political, economic or other
developments in or affecting India. The rate of economic liberalization could change, and specific laws and
policies affecting the information technology sector, foreign investment and other matters affecting investment
in our securities could change as well. Any significant change in such liberalization and deregulation policies
could adversely affect business and economic conditions in India, generally, and our business, prospects, financial
condition and results of operations, in particular.

We are dependent on domestic, regional and global economic and market conditions, where some of our revenue
from operations is generated. Our performance, growth and market price of our Equity Shares are and will be
dependent to a large extent on the health of the economy in which we operate. There have been periods of
slowdown in the economic growth of India. Demand for our products may be adversely affected by an economic
downturn in domestic and regional economies.

Economic growth in the countries in which we operate is affected by various factors including domestic
consumption and savings, balance of trade movements, namely export demand and movements in key imports,
global economic uncertainty and liquidity crisis, volatility in exchange currency rates. Consequently, any future
slowdown in the Indian economy could harm our business, results of operations and financial condition. Also, a
change in the government or a change in the economic and deregulation policies could adversely affect economic
conditions prevalent in the areas in which we operate in general and our business in particular and high rates of
inflation in India could increase our costs without proportionately increasing our revenues, and as such decrease
our operating margins.

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82. Certain sections of this Red Herring Prospectus disclose information from the industry report which has been
commissioned and paid for by us exclusively in connection with the Offer and any reliance on such
information for making an investment decision in the Offer is subject to inherent risk.

While facts and other statistics in the Red Herring Prospectus relating to India, the Indian economy and the
agriculture industry has been based on various government publications and reports from government agencies.
that we believe are reliable, we cannot guarantee the quality or reliability of such materials. While we have taken
reasonable care in the reproduction of such information, industry facts and other statistics have not been prepared
or independently verified by us or any of our respective affiliates or advisors and, therefore we make no
representation as to their accuracy or completeness. All such information in this Red Herring Prospectus indicates
the Care Report dated July 29, 2024 as its source. Our Company commissioned and paid for the Care Report
exclusively for the purpose of confirming our understanding of the industry in which we operate in connection
with the Offer. Accordingly, any information in this Red Herring Prospectus derived from, or based on, the Care
Report should be read taking into consideration the foregoing. There are no standard data gathering
methodologies in the markets in which we operate, and methodologies and assumptions vary widely among
different industry sources. Furthermore, industry sources and publications are also prepared based on information
as of specific dates and may no longer be current or reflect current trends. Industry sources and publications may
also base their information on estimates, projections, forecasts and assumptions that may prove to be incorrect.

These facts and other statistics include the facts and statistics included in the chapter titled ‘Industry Overview’
beginning on page 147 of this Red Herring Prospectus. Due to possibly flawed or ineffective data collection
methods or discrepancies between published information and market practice and other problems, the statistics
herein may be inaccurate or may not be comparable to statistics produced elsewhere and should not be unduly
relied upon. Further, there is no assurance that they are stated or compiled on the same basis or with the same
degree of accuracy, as the case may be, elsewhere.

83. Global economic, political and social conditions may harm our ability to do business, increase our costs and
negatively affect our stock price.

Global economic and political factors that are beyond our control, influence forecasts and directly affect
performance. These factors include interest rates, rates of economic growth, fiscal and monetary policies of
governments, inflation, deflation, foreign exchange fluctuations, consumer credit availability, fluctuations in
commodities markets, consumer debt levels, unemployment trends and other matters that influence consumer
confidence, spending, and tourism. Increasing volatility in financial markets may cause these factors to change
with a greater degree of frequency and magnitude, which may negatively affect our stock prices.

84. The extent and reliability of Indian infrastructure could adversely affect our Company’s results of operations
and financial condition.

India’s physical infrastructure is in developing phase compared to that of many developed nations. Any
congestion or disruption in its port, rail and road networks, electricity grid, communication systems or any other
public facility could disrupt our Company’s normal business activity. Any deterioration of India’s physical
infrastructure would harm the national economy, disrupt the transportation of goodsand supplies, and add costs
to doing business in India. These problems could interrupt our Company’s business operations, which could have
an adverse effect on its results of operations and financial condition.

85. Any downgrading of India’s sovereign rating by an independent agency may harm our ability to raise financing.

Any adverse revisions to India’s credit ratings for domestic and international debt by international rating agencies
may adversely impact our ability to raise additional financing, and the interest rates and other commercial terms
at which such additional financing may be available. This could have an adverse effect on our business and future
financial performance, our ability to obtain financing for capital expenditures and the trading price of our Equity
Shares.

86. Natural calamities could have a negative impact on the Indian economy and cause our Company’s business
to suffer.

Natural disasters (such as typhoons, flooding and earthquakes), epidemics, pandemics such as COVID-19 and
manmade disasters, including acts of war, terrorist attacks and other events, many of which are beyond our
control, may lead to economic instability, including in India or globally, which may in turn materially and

73
 adversely affect our business, financial condition and results of operations. Our operations may be adversely
affected by fires, natural disasters and/or severe weather, which can result in damage to our property or inventory
and generally reduce our productivity and may require us to evacuate personnel and suspend operations.

A number of countries in Asia, including India, as well as countries in other parts of the world, are susceptible to
contagious diseases and, for example, have had confirmed cases of diseases such as the highly pathogenic H7N9,
H5N1 and H1N1 strains of influenza in birds and swine and more recently, the COVID-19 virus. A worsening of
the current outbreak of COVID-19 pandemic or future outbreaks of COVID-19 virus or a similar contagious
disease could adversely affect the global economy and economic activity in the region. As a result, any present
or future outbreak of a contagious disease could have a material adverse effect on our business and the trading
price of the Equity Shares.

87. Terrorist attacks, civil unrests and other acts of violence or war involving India or other countries could
adversely affect the financial markets, our business, financial condition and the price of our Equity Shares.

Any major hostilities involving India or other acts of violence, including civil unrest or similar events that are
beyond our control, could have a material adverse effect on India’s economy and our business. Incidents such as
the terrorist attacks and other acts of violence may adversely affect the Indian stock markets where our Equity
Shares will trade as well as the global equity markets generally. Such acts could negatively impact business
sentiment as well as trade between countries, which could adversely affect our Company’s business and
profitability. Additionally, such events could have a material adverse effect on the market for securities of Indian
companies, including the Equity Shares.

88. A third-party could be prevented from acquiring control of us post this Offer, because of anti-takeover
provisions under Indian Law

As a listed Indian entity, there are provisions in Indian law that may delay, deter or prevent a future takeover or
change in control of our Company. Under the Takeover Regulations, an acquirer has been defined as any person
who, directly or indirectly, acquires or agrees to acquire shares or voting rights or control over a company, whether
individually or acting in concert with others.

Although these provisions have been formulated to ensure that interests of investors/shareholders are protected,
these provisions may also discourage a third party from attempting to take control of our Company subsequent to
completion of the Offer. Consequently, even if a potential takeover of our Company would result in the purchase
of the Equity Shares at a premium to their market price or would otherwise be beneficial to our shareholders, such
a takeover may not be attempted or consummated because of Takeover Regulations.

89. Investors may not be able to enforce a judgment of a foreign court against us, our Directors, the BRLMs or
any of their directors and executive officers in India respectively, except by way of a lawsuit in India.

Our Company is a company incorporated under the laws of India and a majority of our Directors are located in
India. A majority of our assets, our Key Managerial Personnel and officers are also located in India. As a result,
it may not be possible for investors to effect service of process upon our Company or such persons in jurisdictions
outside India, or to enforce judgments obtained against such parties outside India. Furthermore, it is unlikely that
an Indian court would enforce foreign judgments if that court was of the view that the amount of damages awarded
was excessive or inconsistent with public policy, or if judgments are in breach or contrary to Indian law. In
addition, a party seeking to enforce a foreign judgment in India is required to obtain approval from the RBI to
execute such a judgment or to repatriate outside India any amounts recovered. Recognition and enforcement of
foreign judgments is provided for under Section 13 and Section 44A of the Code of Civil Procedure, 1908
(“CPC”).

India is not party to any international treaty in relation to the recognition or enforcement of foreign judgments.
India has reciprocal recognition and enforcement of judgments in civil and commercial matters with only a limited
number of jurisdictions, such as the United Kingdom, United Arab Emirates, Singapore and Hong Kong. In order
to be enforceable, a judgment from a jurisdiction with reciprocity must meet certain requirements established in
the Indian CPC. The CPC only permits the enforcement and execution of monetary decrees in the reciprocating
jurisdiction, not being in the nature of any amounts payable in respect of taxes, other charges, fines or penalties.
Judgments or decrees from jurisdictions which do not have reciprocal recognition with India, including the United
States, cannot be enforced by proceedings in execution in India. Therefore, a final judgment for the payment of
money rendered by any court in a non-reciprocating territory for civil liability, whether or not predicated solely
upon the general laws of the non-reciprocating territory, would not be directly enforceable in India.

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The party in whose favour a final foreign judgment in a non-reciprocating territory is rendered may bring a fresh
suit in a competent court in India based on the final judgment within three years of obtaining such final judgment.
However, it is unlikely that a court in India would award damages on the same basis as a foreign court if an action
were brought in India or that an Indian court would enforce foreign judgments if it viewed the amount of damages
as excessive or inconsistent with the public policy in India. Further, there is no assurance that a suit brought in an
Indian court in relation to a foreign judgment will be disposed of in a timely manner.

In addition, any person seeking to enforce a foreign judgment in India is required to obtain the prior approval of
the RBI to repatriate any amount recovered, and we cannot assure that such approval will be forthcoming within
a reasonable period of time, or at all, or that conditions of such approval would be acceptable. Such amount may
also be subject to income tax in accordance with applicable law. Our ability to raise foreign capital may be
constrained by Indian law which provides investment restrictions on foreign investors, which may adversely affect
the trading price of the Equity Shares.

Under foreign exchange regulations currently in force in India, transfer of shares between non-residents and
residents are freely permitted (subject to certain exceptions), if they comply with the valuation and reporting
requirements specified by the RBI. If a transfer of shares is not in compliance with such requirements and fall
under any of the exceptions specified by the RBI, then the RBI’s prior approval is required. Additionally,
shareholders who seek to convert Rupee proceeds from a sale of shares in India into foreign currency and
repatriate that foreign currency from India require a no-objection or a tax clearance certificate from the Indian
income tax authorities. We cannot assure you that any required approval from the RBI or any other governmental
agency can be obtained on any particular terms, or at all. In terms of the FEMA Non-debt Instruments Rules, a
person resident outside India may make investments into India, subject to certain terms and conditions, and
provided that an entity of a country, which shares land border with India or the beneficial owner of an investment
into India who is situated in or is a citizen of any such country, shall invest only with government approval.

75
 SECTION III – INTRODUCTION
THE OFFER

The following table summarizes details of the Offer.

The Offer of Equity Shares (1) Up to 2,04,40,000 Equity Shares aggregating up to ₹ [●]
lakhs
Of which
Fresh Issue (1) Up to 1,47,50,000 Equity Shares aggregating up to ₹ [●]
lakhs
Offer for Sale (2) Up to 56,90,000 Equity Shares aggregating up to ₹ [●]
lakhs by the Selling Shareholder
The Issue consists of:
A. QIB Portion (3)(4) Not less than [●] Equity Shares
Of which
(i) Anchor Investor Portion Up to [●] Equity Shares
(ii) Net QIB Portion (assuming Anchor [●] Equity Shares
Investor Portion is fully subscribed)
Of which:
(a) Mutual Fund Portion (i.e., 5% of the Net [●] Equity Shares
QIB Portion)
(b) Balance of Net QIB Portion for all QIBs [●] Equity Shares
including Mutual Funds
B. Non-Institutional Portion (5)(6)(7) Not more than [●] Equity Shares
Of which:
One-third available for allocation to Bidders [●] Equity Shares
with an application size of size of more than ₹
200,000 and up to ₹ 1,000,000
Two-thirds available for allocation to Bidders [●] Equity Shares
with an application size of more than ₹
1,000,000
C. Retail Portion (6)(7) Not more than [●] Equity Shares
Pre- and post-Offer Equity Shares
Equity Shares outstanding prior to the Issue (as 6,68,20,852 Equity Shares
on the date of this Red Herring Prospectus)

Equity Shares outstanding after the Offer [●] Equity Shares

Use of Net Proceeds by our Company See “Objects of the Offer” on page 108 for information
about the use of the proceeds from the Fresh Issue. Further
our Company will not receive any portion of the proceeds
from the Offer for Sale.
(1) The Offer has been authorised by our Board pursuant to a resolution passed at its meeting held on February 08, 2024
and the Fresh Issue has been authorised by our Shareholders pursuant to their resolution dated March 06, 2024.
Further, our Board has taken on record the participation of the Selling Shareholder in the Offer for Sale pursuant to a
resolution dated February 08, 2024.
(2) For details on authorization of the Selling Shareholder in relation to the Offered Shares, see “The Offer” and “Other
Regulatory and Statutory Disclosures” on pages 76 and 384.
(3) The Selling Shareholder has specifically confirmed that the Offered Shares are eligible to be offered for sale in the Offer
in accordance with the SEBI ICDR Regulations as stated below:

Sr.
Name of the Selling Shareholder Date of consent letter Number of Offered shares
No.
1. Binod Kumar Agarwal February 08, 2024 Up to 56,90,000

The Selling Shareholder confirms compliance with and will comply with the conditions specified in Regulation 8A of the
SEBI ICDR Regulations, to the extent applicable. Selling Shareholder has authorized the inclusion of their respective
portion of the Offered Shares in the Offer for Sale. For more details, see “Capital Structure” and “Other Regulatory and
Statutory Disclosures” beginning on page 92 and 384, respectively.

76
(4) Our Company, in consultation with the BRLMs, may allocate up to 60% of the QIB Portion to Anchor Investors on a
discretionary basis. The QIB Portion will accordingly be reduced for the Equity Shares allocated to Anchor Investors.
One-third of the Anchor Investor Portion shall be reserved for domestic Mutual Funds, subject to valid Bids being
received from domestic Mutual Funds at or above the Anchor Investor Allocation Price. In the event of under-
subscription in the Anchor Investor Portion, the remaining Equity Shares shall be added to the Net QIB Portion. 5% 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 Offer Price. In the event the
aggregate demand from Mutual Funds is less than as specified above, the balance Equity Shares available for Allotment
in the Mutual Fund Portion will be added to the Net QIB Portion and allocated proportionately to the QIB Bidders (other
than Anchor Investors) in proportion to their Bids. For details, see “Offer Procedure” on page 407.
(5) Subject to valid Bids being received at or above the Offer Price, under-subscription, if any, in any category, except in
the QIB Portion, would be allowed to be met with spill over from any other category or combination of categories at the
discretion of our Company, in consultation with the BRLMs and the Designated Stock Exchange. In the event of an under-
subscription in the Issue, subject to receiving minimum subscription for 90% of the Issue and compliance with Rule
19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, the Allotment for the valid Bids will be made in the first
instance towards subscription for 90% of the Issue. Under-subscription, if any, in the QIB Portion would not be allowed
to be met with spill-over from other categories or a combination of categories. For further details, please see section
“Offer Procedure” on page 407.
(6) Not more than 15% of the Issue shall be available for allocation to Non-Institutional Investors of which one- third of the
Non-Institutional Portion will be available for allocation to Bidders with an application size of more than ₹2,00,000 and
up to ₹10,00,000 and two-thirds of the Non-Institutional Portion will be available for allocation to Bidders with an
application size of more than ₹10,00,000 and under-subscription in either of these two sub-categories of Non-Institutional
Portion may be allocated to Bidders in the other sub-category of Non-Institutional Portion.
(7) Allocation to Bidders in all categories, except the Retail Portion and Anchor Investor Portion, if any, shall be made on
a proportionate basis, subject to valid Bids received at or above the Offer Price. The Allocation to each Retail Individual
Bidder shall not be less than the minimum Bid lot, subject to availability of Equity Shares in Retail Portion, and the
remaining available Equity Shares, if any, shall be Allocated on a proportionate basis. Allocation to Anchor Investors
shall be on a discretionary basis. The allocation to each Non-Institutional Investor shall not be less than ₹2,00,000,
subject to the availability of Equity Shares in Non-Institutional Investors’ category, and the remaining Equity Shares, if
any, shall be allocated on a proportionate basis.
(8) SEBI through its circular (SEBI/HO/CFD/DIL2/CIR/P/2022/45) dated April 5, 2022, has prescribed that all individual
investors applying in initial public offerings opening on or after May 1, 2022, where the application amount is up to
₹500,000, shall use UPI. Individual investors bidding under the Non-Institutional Portion bidding for more than
₹200,000 and up to ₹500,000, using the UPI Mechanism, shall provide their UPI ID in the Bid-cum-Application Form
for Bidding through Syndicate, sub-syndicate members, Registered Brokers, RTAs or CDPs, or online using the facility
of linked online trading, demat and bank account (3 in 1 type accounts), provided by certain brokers.

Allocation to Bidders in all categories, except the Anchor Investor Portion, Non-Institutional Investor Portion
and the Retail Portion, if any, shall be made on a proportionate basis subject to valid Bids received at or above
the Offer Price. The allocation to each Retail Individual Bidder shall not be less than the minimum Bid Lot,
subject to availability of Equity Shares in Retail Portion, and the remaining available Equity Shares, if any, shall
be Allocated on a proportionate basis. The allocation to each Non-Institutional Investor shall not be less than
[●], subject to the availability of Equity Shares in Non-Institutional Investors’ category, and the remaining
Equity Shares, if any, shall be allocated on a proportionate basis. Allocation to Anchor Investors shall be on a
discretionary basis in accordance with the SEBI ICDR Regulations. For further details, please see the section
entitled “Offer Procedure” on page 407.

For details, including in relation to grounds for rejection of Bids, please see section “Offer Structure” and
“Offer Procedure” on page 403 and 407 respectively. For details of the terms of the Issue, please see the section
“Terms of the Offer” on page 396.

77
 SUMMARY OF FINANCIAL INFORMATION

The summary financial statements presented below should be read in conjunction with “Restated Consolidated
Financial Statements” and “Management’s Discussion and Analysis of Financial Condition and Results of
Operations” on pages 255 and 342, respectively.

The remainder of this page has been intentionally left blank

78
ANNEXURE I
Restated Consolidated Statement of Assets & Liabilities
All amounts are ₹ in Lakhs unless otherwise stated
Particulars Note As at March 31, As at March 31, As at March 31, 2022
2024 2023
Assets
Non-current assets
(a) Property, plant and equipment 3 7,154.35 5,129.79 5,631.56
(b) Capital Work in Progress 3 1,586.81 2,199.36 1,413.29
(c) Right of Use Assets 3 94.75 100.47 106.19
(d) Intangible Assets 3 65.14 74.43 82.82
(e) Intangible Assets under development 3 - - -
(f) Financial assets
(i) Investments 4 107.68 91.93 56.56
(ii) Loans & Advances 5 - 256.14 256.14
(iii) Other financial assets 6 1,058.70 1,601.38 2,225.27
Total non-current assets 10,067.43 9,453.50 9,771.82
Current assets
(a) Inventories 7 25,209.85 20,146.26 19,414.95
(b) Financial assets
(i) Trade receivables 8 9,285.47 5,106.91 4,817.77
(ii) Cash and cash equivalents 9 30.67 508.62 873.25
(iii) Bank balances other than (ii) above 10 751.03 429.85 217.57
(iv) Loans & Advances 5 3,088.36 407.14 1,115.59
(c) Other current assets 11 3,261.26 3,193.34 2,978.03
Total current assets 41,626.64 29,792.11 29,417.15
Total assets 51,694.07 39,245.61 39,188.98
Equity and liabilities
Equity
(a) Equity share capital 12 6,682.09 115.80 114.57
(b) Other equity 13 10,624.42 10,905.39 9,108.39
Total attributable to owners of the parent company 17,306.50 11,021.19 9,222.97
Total attributable to Non- Controlling 14 3,761.32 3,074.76 2,619.32
Interest Total Equity
21,067.82 14,095.94 11,842.29
Liabilities
Non-current liabilities
(a) Financial liabilities
(i) Borrowings 15 3,833.14 5,170.38 6,068.34
(ii) Lease Liability 16 129.43 134.02 138.35
(iii) Other financial liabilities - - -
(b) Provisions 17 288.39 309.50 401.70
(c) Deferred Tax Liabilities (Net) 18 228.17 232.77 154.48
Total non-current liabilities 4,479.12 5,846.66 6,762.87
Current liabilities
(a) Financial liabilities
(i) Borrowings 15 20,535.58 17,210.35 17,937.18
(ii) Trade payables 19
- Total outstanding dues to small and micro enterprises 226.94 45.53 230.99
- Total outstanding dues of creditors other than
small and micro enterprises 3,204.13 856.85 1,424.84
(iii) Other financial liabilities 20 5.74 1.47 4.76
(b) Other current liabilities 21 1,076.21 344.54 451.79
(c) Provisions 17 156.27 300.93 244.09
(d) Current Tax Liabilities (Net) 22 942.25 543.33 290.16
Total current liabilities 26,147.12 19,303.00 20,583.82
Total equity and liabilities 51,694.07 39,245.61 39,188.98
The above statement should be read with the Notes to the Restated Consolidated Financial Information- Significant Accounting Policies appearing in
Annexure V, Notes to the Restated Consolidated Financial information appearing in Annexure VI; and Restatement Adjustments to Restated Consolidated
Financial information appearing in Annexure VII.

79
ANNEXURE II
Restated Consolidated Statement of Profit and Loss
All amounts are ₹ in Lakhs unless otherwise stated
Particulars For the year ended For the year ended For the year ended
Note March 31, 2024 March 31, 2023 March 31, 2022

I Revenue from operations 23 53,966.08 47,543.33 44,418.05

II Other income 24 1,316.03 270.32 960.72
III Total income (I + II) 55,282.11 47,813.65 45,378.77

IV Expenses
(a) Cost of Materials Consumed 25 41,422.37 31,794.17 28,622.82
(b) Purchase of Stock in Trade 26 - 104.45 1,561.68
(c) Changes in inventories of finished goods and work 27 (3,932.50) (1,051.21) (224.65)
in progress
(d) Employee benefit expense 28 3,250.79 3,361.98 3,148.11
(e) Finance costs 29 2,071.52 1,782.86 1,602.46
(f) Depreciation and amortisation expense 30 691.27 580.72 715.24
(g) Other expenses 31 7,034.40 8,529.84 8,219.46
Total expenses (IV) 50,537.86 45,102.80 43,645.12
Profit before tax (III -IV) 4,744.25 2,710.85 1,733.65
V Tax expense
(1) Current tax 32 1,100.60 565.74 341.11
(2) Deferred tax expense/ (credit) (4.58) 78.29 28.82
(3) MAT Credit Entitlement 40.97 (4.98) (2.18)
VI Total tax expense (VI) 1,136.98 639.05 367.76

Profit for the year (V -VI) 3,607.27 2,071.80 1,365.90

VII (i) Owners of the company 2,928.66 1,630.90 1,020.31
(ii) Non controlling interest 678.61 440.90 345.59

Other comprehensive income

VIII (A)Items that will not be reclassified to profit or loss
(a) (Loss)/Gain on remeasurement of the defined 139.26 216.04 62.02
benefit plan
(b)Income tax on above (35.05) (54.37) (15.61)

Total other comprehensive (loss)/income for the year 104.21 161.67 46.41
(i) Owners of the company 96.26 147.13 43.62
(ii) Non controlling interest 7.96 14.54 2.79
IX Total comprehensive (loss)/income for the year 3,711.48 2,233.47 1,412.31
(VII+VIII)

(i) Owners of the company 3,024.92 1,778.03 1,063.93

(ii) Non controlling interest 686.56 455.44 348.38

X Earnings per equity share (Face value of ₹10/- per 33

share)
(1) Basic (₹) 5.74 3.51 2.31
(2) Diluted (₹) 5.74 3.51 2.31
The above statement should be read with the Notes to the Restated Consolidated Financial Information- Significant Accounting Policies appearing
in Annexure V, Notes to the Restated Consolidated Financial information appearing in Annexure VI; and Restatement Adjustments to Restated
Consolidated Financial information appearing in Annexure VII.

80
 ANNEXURE IV
Restated Consolidated Statement of Cash flow
All amounts are ₹ in Lakhs unless otherwise stated

Particulars For the year For year For year ended

ended March ended March 31, 2022
31, 2024 March 31,
2023
Cash flows from operating activities
Profit before tax 4,744.25 2,710.85 1,733.65
Adjustments for:
Finance costs 2,071.52 1,782.86 1,602.46
Interest income (353.71) (212.28) (75.43)
Other Income (576.60) (47.69) (880.58)
Loss/(Gain) on disposal of property, plant and equipment (net) (385.00) (8.60) (3.30)
Fair value (gain) on investments (net) (0.47) (1.75) (1.41)
Loss / (gain) on sale of current investments (net) (0.26) - -
Depreciation and amortisation expenses 691.27 580.72 715.24
Operating profit before working capital changes 6191.02 4,804.11 3,090.62
Adjustments for:
(Increase)/decrease in operating assets
Trade receivables (4,178.56) (289.14) (131.51)
Inventories (5,063.60) (731.31) (1,521.35)
Other financial assets (Non-Current and Current) 542.68 623.89 (1,072.26)
Loans & Advances (2,425.08) 708.45 (879.26)
Other assets (Non-Current and Current) (67.91) (215.32) 649.84
Increase/(decrease) in operating liabilities
Trade payables 2,528.69 (753.44) (2,500.25)
Provisions (Non-Current and Current) (165.77) (35.36) 187.90
Lease Liabilities (4.59) (4.33) (4.09)
Other financial liabilities (Non-Current and Current) 4.27 (3.29) 0.77
Current Tax Liabilities 398.93 253.16 233.00
Other current liabilities 731.67 (107.26) 69.79
Changes in Working Capital (7,699.29) (553.95) (4,967.40)
Cash generated from operations (1,508.28) 4,250.16 (1,876.78)
Income taxes paid (Net of Refund) (1,141.56) (560.76) (338.94)
Net cash generated by operating activities (2,649.84) 3,689.41 (2,215.72)
Cash flows from investing activities
(Investment in) / Proceeds from Bank Deposits (321.19) (212.27) 218.34
(Investment in) / Proceeds from current investments (15.03) (33.63) (18.88)
(Investment) / withdrawal from investments - - (36.60)
(Investment) / Proceeds from PPE & Other Intangible Assets (1,703.27) (842.31) (1,793.88)
Interest Income 353.71 212.28 75.43
Other Income 576.60 47.69 880.58
Net cash used in investing activities (1,109.18) (828.24) (675.01)
Cash flows from financing activities
Proceeds from long term borrowings - - 2,313.94
Issue of equity shares 3,260.40 20.19 -
Repayment of long term borrowings (1,337.24) (897.96) -
Proceeds from short term borrowings (net) 3,325.23 (726.83) 2,579.15
Interest paid (2,071.52) (1,782.86) (1,602.46)
Net cash (used in) / generated by financing activities 3,176.87 (3,387.47) 3,290.64
Add / Less : (Loss)/Gain on remeasurement of the defined benefit plan 104.21 161.67 46.41
Net increase/ (decrease) in cash and cash equivalents (477.94) (364.63) 446.32
Cash and cash equivalents at the beginning of the year 508.62 873.25 426.93
Cash and cash equivalents at the end of the year 30.67 508.62 873.25
Reconciliation of cash and cash equivalents with the Balance Sheet:
Cash and cash equivalents at end of the year 30.67 508.62 873.25
Note:
The above cash flow statement has been prepared under the "Indirect Method" as set out in the Indian Accounting Standard (Ind
AS - 7) "Statement of Cash Flow".
The above statement should be read with the Notes to the Restated Consolidated Financial Information- Significant Accounting
Policies appearing in Annexure V, Notes to the Restated Consolidated Financial information appearing in Annexure VI; and
Restatement Adjustments to Restated Consolidated Financial information appearing in Annexure VII.

81
 GENERAL INFORMATION

Our Company was originally incorporated as ‘Shree Tirupati Balajee Agro Trading Company Private Limited’,
as a private limited company under the provisions of Companies Act, 1956, pursuant to certificate of
incorporation dated October 23, 2001 issued by the Registrar of Companies, Madhya Pradesh and Chattisgarh.
Upon the conversion of our Company into a public limited company, pursuant to the approval accorded by our
Shareholders at their Extra-Ordinary General Meeting held on November 20, 2023, the name of our Company
was changed to “Shree Tirupati Balajee Agro Trading Company Limited” and a fresh certificate of incorporation
consequent upon change of name upon conversion to public limited company was issued to our Company by the
RoC on November 21, 2023.

For details relating to the changes in registered office of our Company, see the section titled “History and
Certain Corporate Matters” on page 224.

Corporate Identification Number: U25204MP2001PLC014855

Company Registration Number: 014855

Registered Office of the Company

Plot No-192, Sector-1,
Pithampur, Dhar – 454 775,
Madhya Pradesh, India.

Corporate Office of the Company

E-34, H.I.G, Ravi Shankar Nagar,
Near LIG Square, Indore – 452010,
Madhya Pradesh, India.

Website: www.tirupatibalajee.net

For further details, relating to the changes in the name of our Company, see “History and Certain Corporate
Matters” on page 224.

Registrar of Companies

Our Company is registered with the Registrar of Companies, Gwalior, which is situated at the following
address:

Registrar of Companies, Gwalior

3rd Floor, A Block, Sanjay Complex,
Jayendra Ganj, Gwalior - 474009,
Madhya Pradesh, India

Board of Directors
The following table sets out the brief details of our Board of Directors as on the date of this Red Herring
Prospectus:

Sr.
Name DIN Designation Address
No.
203, Samyak Apartment, 16/3, Old
1. Binod Kumar Agarwal 00322536 Managing Director
Palasia, Indore 452001 MP
533, Suniket Apartment, Shrinagar
Ranjan Kumar Non-Executive
02267845 Extension Khajrana Main Road,
Mohapatra Director
2. Indore Madhya Pradesh 452016
D 601, Green Valley Appt,
Kanadiya Road, Indore Kanadia
3. Anubha Mishra 10394874 Executive Director
Road, Indore-452016, Madhya
Pradesh, India.

82
 Sr.
Name DIN Designation Address
No.
Ward No.10, Mandi Road,
4. Palash Jain 08058555 Independent Director Khaniyadhana, Shivpuri, Madhya
Pradesh-473990
A-318 Singapore West, Near Fagun
5. Amit Bajaj 10122918 Independent Director Restaurant, Kailod Hala, Indore,
Madhya Pradesh – 452010
474, Scheme No. 114, Part-II, Vijay
6. Ruchi Joshi Meratia 07406575 Independent Director Nagar Indore, Madhya Pradesh –
452 010.
For further details of our Board of Directors, see “Our Management- Board of Directors” on page 231.

Company Secretary and Compliance Officer

Ms. Rishika Singhai is the Company Secretary and Compliance Officer of our Company. Her contact details
are as follows:

Rishika Singhai,
E-34, H.I.G, Ravi Shankar Nagar,
Near LIG Square, Indore – 452010,
Madhya Pradesh, India.
Telephone: 0731-4217400
Email: info@tirupatibalajee.net

Chief Financial Officer

Ms. Nimisha Agrawal is the Chief Financial Officer of our Company. Her contact details are as follows:

Nimisha Agrawal
E-34, H.I.G, Ravi Shankar Nagar,
Near LIG Square, Indore – 452010,
Madhya Pradesh, India.
Telephone: 0731-4217400
Email: info@tirupatibalajee.net

Filing of this Red Herring Prospectus

A copy of this Red Herring Prospectus is being filed electronically on the SEBI’s online intermediary portal at
https.//siportal.sebi.gov.in as specified in Regulation 25(8) of SEBI ICDR Regulations and the SEBI Master
Circular SEBI/HO/PoD-2/P/CIR/2023/00094 dated June 21st, 2023 and at cfddil@sebi.gov.in in accordance
with the instructions issued by SEBI on March 27th, 2023in relation to “Easing of Operational Procedure-
Division of Issues and Listing - CFD”. It will also be filed with SEBI at the following address:

Securities Exchange Board of India

Corporation Finance Department
Division of Issues and Listing,
SEBI Bhavan, Plot No. C4 A, ‘G’ Block
Bandra Kurla Complex, Bandra (East)
Mumbai 400 051, Maharashtra, India

A copy of the Red Herring Prospectus, along with the material contracts and documents required to be filed
under Section 32 of the Companies Act will be delivered for registration to the RoC and a copy of the Prospectus
to be filed under Section 26 of the Companies Act will be delivered for registration to the RoC at its office and
through the electronic portal of MCA.

83
Book Running Lead Managers

PNB Investment Services Limited

PNB Pragati Towers, 2nd Floor,
Plot No. C-9, G-Block, Bandra Kurla Complex,
Bandra (E), Mumbai – 400 051
Maharashtra, India
Telephone: +91 8551057370 /+91 8087398828
Email: mbd@pnbisl.com
Investor grievance email: complaints@pnbisl.com
Contact Person: Shivani Tapadia /Shoaib Hossain
Website: www.pnbisl.com
SEBI registration number: INM000011617

Unistone Capital Private Limited

A 305, Dynasty Business Park,
Andheri Kurla Road, Andheri East,
Mumbai- 400 059
Maharashtra, India
Telephone: +91 9820057533
Email: mb@unistonecapital.com
Investor grievance email: compliance@unistonecapital.com
Contact Person: Brijesh Parekh
Website: www.unistonecapital.com
SEBI registration number: INM000012449

Investor Grievances

Investors may contact the Company Secretary and Compliance Officer or the Registrar to the Offer in case of
any pre-Offer or post-Offer related grievances including non-receipt of letters of Allotment, non-credit of
Allotted Equity Shares in the respective beneficiary account, non-receipt of refund orders or non-receipt
of funds by electronic mode, etc. for all Offer related queries and for redressal of complaints, investors may
also write to the BRLMs.

All offer-related grievances, other than of Anchor Investors, may be addressed to the Registrar to the Offer with
a copy to the relevant Designated Intermediary(ies) with whom the Bid cum Application Form was submitted,
giving full details such as name of the sole or First Bidder, Bid cum Application Form number, Bidder’s DP ID,
Client ID, PAN, address of Bidder, number of Equity Shares applied for, ASBA Account number in which the
amount equivalent to the Bid Amount was blocked or the UPI ID (for Retail Individual Investors who make the
payment of Bid Amount through the UPI Mechanism), date of Bid cum Application Form and the
name and address of the relevant Designated Intermediary(ies) where the Bid was submitted. Further,
the Bidder shall enclose the Acknowledgment Slip or the application number from the Designated Intermediaries
in addition to the documents or information mentioned hereinabove. All grievances relating to Bids submitted
through Registered Brokers may be addressed to the Stock Exchanges with a copy to the Registrar to the
Offer. The Registrar to the Offer shall obtain the required information from the SCSBs for addressing any
clarifications and grievances of ASBA Bidders.

All offer-related grievances of the Anchor Investors may be addressed to the Registrar to the Offer, giving full
details such as the name of the sole or first bidder, Anchor Investor Application Form number, Bidders’ DP ID,
Client ID, PAN, date of the Anchor Investor Application Form, address of the Bidder, number of the
Equity Shares applied for, Bid Amount paid on submission of the Anchor Investor Application Form and the
name and address of the BRLMs where the Anchor Investor Application Form was submitted by the Anchor
Investor.

Inter-se allocation of responsibilities

The responsibilities and co-ordination by the BRLMs for various activities in this Offer are as follows:

84
Sr. No. Activities Responsibility Coordinator
1. Capital restructuring with the relative BRLMs PNB Investment
components and formalities such as type of Services Limited
instruments, etc.

2. Due diligence of the Company’s operations/ BRLMs PNB Investment

management/ business plans/ legal, etc. Drafting Services Limited
and design of Draft Red Herring Prospectus, Red
Herring Prospectus and Prospectus, abridged
prospectus and application form. The Book
Running Lead Managers shall ensure
compliance with stipulated requirements and
completion of prescribed formalities with the
Stock exchange(s), SEBI and RoC including
finalization of RHP, Prospectus and filing with
the RoC.
3. Drafting and approval of all statutory BRLMs PNB Investment
advertisements. Services Limited
4. Drafting and approval of all publicity material BRLMs PNB Investment
other than statutory advertisement as mentioned Services Limited
above including corporate advertisement,
brochure, etc.
5. Appointment of registrar and other BRLMs PNB Investment
agencies to the Offer including coordinating all Services Limited
agreements to be entered with such parties.
6. Appointment of all other intermediaries BRLMs PNB Investment
including bankers to the Offer, printers, Services Limited
advertising agency, Sponsor Bank to the Offer
etc., including coordinating all agreements to be
entered with such parties.
7. International institutional marketing of the Offer, BRLMs PNB Investment
which will cover, inter alia: Services Limited
• Marketing strategy
• Finalising the list and division of
international investors for one to- one
meetings
• Finalising road show and investor meeting
schedules
8. Domestic institutional marketing of the Offer, BRLMs PNB Investment
which will cover, inter alia: Services Limited
• Finalising the list and division of domestic
investors for one-to one meetings
• Finalising domestic road show and investor
meeting schedules
9. Non-institutional marketing of the Offer, which BRLMs PNB Investment
will cover, inter alia: Services Limited
• Finalising media, marketing and public
relations strategy including list of
frequently asked questions at non-
institutional road shows: and
• Finalising centres for holding conferences
for brokers.
10. Retail Marketing of the Offer, which will cover, BRLMs PNB Investment
inter alia: Services Limited
• Formulating marketing strategies,
preparation of publicity budget
• Finalizing media and PR strategy
• Finalizing collection centres

85
Sr. No. Activities Responsibility Coordinator
• Finalizing centres for holding conferences
for brokers etc; and
• Follow-up on distribution of publicity and
Offer material including application form,
Prospectus and deciding on the quantum of
the Offer material
11. Managing the book and finalization of pricing in BRLMs PNB Investment
consultation with Company Services Limited
12. Coordination with Stock Exchange for book BRLMs PNB Investment
building software, bidding terminals and mock Services Limited
trading and deposit of 1% security deposit with
the designated stock exchange.
13. Management of Public Issue Bank account and BRLMs PNB Investment
Refund Bank account and allocation. Services Limited
14. Post-Offer activities, which shall involve BRLMs Unistone Capital Private
essential follow-up with Bankers to the Offer Limited
and SCSBs to get quick estimates of collection
and advising Company about the closure of the
Offer, based on correct figures, finalization of
the basis of allotment or weeding out of multiple
applications, unblocking of application monies,
listing of instruments, dispatch of certificates or
demat credit and refunds and coordination with
various agencies connected with the post- Offer
activity such as Registrar to the Offer, Bankers
to the Offer, Sponsor Bank, SCSBs including
responsibility for underwriting arrangements, as
applicable. Coordinating with Stock Exchanges
and SEBI for submission of all post-Offer
reports including the initial and final post Offer
report

Legal Counsel to the Offer

Dhaval Vussonji and Associates

Free Press House, 113-114, 11th Floor,
Free Press Journal Marg,
Nariman Point, Mumbai – 400 021,
Maharashtra, India
Telephone: +91-22-66623535
Email: dhavalvussonji@dhavalvussonji.com

Registrar to the Offer

Link Intime India Private Limited

C-101, 247 Park, L.B.S Marg,
Vikhroli West, Mumbai-400 083
Maharashtra, India
Telephone: +91 8108114949
E-mail: shreetirupatibalajee.ipo@linkintime.co.in
Investor Grievance E-mail: shreetirupatibalajee.ipo@linkintime.co.in
Contact Person: Ms. Shanti Gopalkrishnan
Website: www.linkintime.co.in
SEBI Registration No: INR000004058

86
Statutory Auditor to our Company

M.S. Dahiya & Co.

211, Sector-B, Scheme no. 134,
Indore-452 010
Madhya Pradesh
Telephone: +91 9425062524
Email: harshfiroda@gmail.com
Contact Person: CA Harsh Firoda
Peer Review Certificate Number: 016370
Firm Registration Number: 013855C

Changes in Statutory Auditor

Except as disclosed below, there has been no change in the Statutory Auditor of our Company during the last
three years preceding the date of this RHP:

Name Date of change Reason for change

M.S. Dahiya & Company February 25, 2023 Appointed in case of
211, Sector-B, Scheme no. 134, casual vacancy
Indore-452 010
Madhya Pradesh
Email: harshfiroda@gmail.com
Peer Review Certificate Number: 016370
Firm Registration Number: 013855C
ABN & Co. January 12, 2023 Resigned due to pre-
223, Milinda Manor II Floor, 2 RNT Marg, Opposite occupation in other
Central Mall, Indore 452 001, Madhya Pradesh assignments
Email: bmbhandari@rediffmail.com
Peer Review Certificate Number: 012604
Firm Registration Number: 004447C

Banker(s) to the Offer Escrow Collection Bank(s)/

Refund Bank(s)/ Public Offer Bank(s)/ Sponsor Bank(s)

Axis Bank Limited (Public Offer Bank/ Banker to the Offer /Sponsor Bank)
Axis House", 6th Floor, C-2, Wadia Intemational Centre, Pandurang Budhkar Marg, Worli,
Mumbai – 400 025,
Maharashtra, India
Tel: +91 22 24253672
E-mail: vishal.lade@axisbank.com
Website: www.axisbank.com
Contact Person(s): Vishal M. Lade
SEBI Registration No: INBI00000017
Corporate Identity Number: L6511GJl993PLC020769
ICICI Bank Limited (Escrow Collection Bank(s)/ Sponsor Bank/ Banker to the Offer/ Refund Banker)

Capital Market Division,

5th Floor, HT Parekh Marg,
Churchgate, Mumbai-400 020
Tel: +91 22 68052182
E-mail: ipocmg@icicibank.com
Website: www.icicibank.com
Contact Person(s): Varun Badai
SEBI Registration No: INBI00000004

Syndicate Members
Globalworth Securities Limited

87
716, 76 Floor, Neelkanth Corporate Park,
Kirot Road, Near Vidhyavihar Station,
Vidhyavihar West, Mumbai – 400 086.
Tel No.: +91 22 69190011
Email: compliance@globalworth.in
Website: www.globalworth.in
Contact Person: Sachin Malde
SEBI Registration No: IN2000189732
CIN: U67 I 90MH2010PLC201996

Monitoring Agency

As the size of the Fresh Issue exceeds ₹10,000 lakhs, our Company has appointed CARE as a credit rating
agency registered with SEBI as a monitoring agency to monitor the utilization of the Gross Proceeds, in
accordance with Regulation 41 of the SEBI ICDR Regulations, prior to the filing of the Red Herring Prospectus
with the RoC. For details in relation to the proposed utilization of the Gross Proceeds, see the section titled
“Objects of the Offer” on page 108.

Appraising Entity

No appraising entity has been appointed in relation to the Offer.

Credit Rating

As this is an Offer of Equity Shares, there is no credit rating for the Offer.

IPO Grading

No credit rating agency registered with the SEBI has been appointed in respect of obtaining grading for the
Offer.

Debenture Trustees

As this is an Offer of Equity Shares, no debenture trustee has been appointed for the Offer.

Green Shoe Option

No green shoe option is contemplated under the Offer.

Designated Intermediaries

Self-Certified Syndicate Banks

The list of SCSBs notified by SEBI for the ASBA process is available on the SEBI website at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes, or at such other website as may be
prescribed by SEBI from time to time.

A list of the Designated SCSB Branches with which an ASBA Bidder (other than a UPI Bidder), not Bidding
through Syndicate/Sub Syndicate or through a Registered Broker, RTA or CDP may submit the ASBA Forms,
is available at https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=34, or at
such other websites as may be prescribed by SEBI from time to time.

Self-Certified Syndicate Banks eligible as Issuer Banks and mobile applications enabled for UPI Mechanism

In accordance with SEBI Circular No. SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 2019, SEBI Circular
No. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019, SEBI Circular No.
SEBI/HO/CFD/DIL2/CIR/P/2022/45 dated April 5, 2022 and SEBI Circular no.
SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022, UPI Bidders may only apply through the SCSBs and
mobile applications using the UPI handles specified on the website of the SEBI, which may be updated from

88
time to time. A list of SCSBs and mobile applications, using the UPI handles and which are live for applying in
public issues using UPI mechanism, is provided as ‘Annexure A’ for the SEBI circular number
SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019. The said list is available on the website of SEBI at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=43, as updated from
time to time and at such other websites as may be prescribed by SEBI from time to time.

Syndicate SCSB Branches

In relation to Bids (other than Bids by Anchor Investors and RIBs) submitted under the ASBA process to a
member of the Syndicate, the list of branches of the SCSBs at the Specified Locations named by the respective
SCSBs to receive deposits of Bid cum Application Forms from the members of the Syndicate is available on the
website of the SEBI at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=35, which may be
updated from time to time or any such other website as may be prescribed by SEBI from time to time. For more
information on such branches collecting Bid cum Application Forms from the Syndicate at Specified Locations,
see the website of the SEBI at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=35 or any such other
website as may be prescribed by SEBI from time to time.

Registered Brokers

The list of the Registered Brokers eligible to accept ASBA Forms from Bidders (other than RIBs), including
details such as postal address, telephone number and e-mail address, is provided on the websites of the BSE and
the NSE at http://www.bseindia.com/Markets/PublicIssues/brokercentres_new.Aspx? and
https://www.nseindia.com/products/content/equities/ipos/ipo_mem_terminal.html, respectively, as updated
from time to time.

Registrar and Share Transfer Agents

The list of the RTAs eligible to accept ASBA Forms from Bidders (other than RIBs) at the Designated RTA
Locations, including details such as address, telephone number and e-mail address, is provided on the websites
of Stock Exchanges at http://www.bseindia.com/Static/Markets/PublicIssues/RtaDp.Aspx? And
http://www.nseindia.com/products/content/equities/ipos/asba_procedures.htm, respectively, as updated from
time to time.

Collecting Depository Participants

The list of the CDPs eligible to accept ASBA Forms from Bidders (other than RIBs) at the Designated CDP
Locations, including details such as name and contact details, is provided on the websites of BSE at
http://www.bseindia.com/Static/Markets/PublicIssues/RtaDp.Aspx? and on the website of NSE at
http://www.nseindia.com/products/content/equities/ipos/asba_procedures.htm, as updated from time to time.

Experts

Except as stated below, our Company has not obtained any expert opinions:

Our Company has received written consent dated December 14, 2023 from the Statutory Auditor namely, M.S.
Dahiya & Co., Chartered Accountants, Statutory Auditor of our Company, to include their name as required
under Section 26 (5) of the Companies Act, 2013 read with SEBI ICDR Regulations, in this Red Herring
Prospectus, and as an “expert” as defined under Section 2(38) of the Companies Act, 2013 to the extent and in
their capacity as our Statutory Auditor, and in respect of (i) their examination report dated July 19, 2024 on our
Restated Consolidated Financial Statements; and (ii) their report dated July 23, 2024 on the Statement of
Possible Special Tax Benefits in this Red Herring Prospectus and such consent has not been withdrawn as on
the date of this Red Herring Prospectus.

Our Company has received written consent dated December 14, 2023 from M.S. Dahiya & Co., Chartered
Accountants, to include their name as required under Section 26(5) of the Companies Act, 2013 read with SEBI
ICDR Regulations in this Red Herring Prospectus and as an ‘expert’ as defined under Section 2(38) of
Companies Act, 2013, in respect of certificate on funding working capital requirements of the Company issued
by them in their capacity as an independent chartered accountant to our Company.

89
Our Company has received written consent dated February 29, 2024, from Mr. Akhilesh Pandit, Independent
Chartered Engineer, to include their name as required under Section 26 of the Companies Act, 2013 read with
SEBI ICDR Regulations, in this Red Herring Prospectus, and as an “expert” as defined under section 2(38) of
the Companies Act, 2013 to the extent and in his capacity as the Independent Chartered Engineer, and such
consent has not been withdrawn as on the date of this Red Herring Prospectus.

Such consents have not been withdrawn as on the date of this RHP. However, the term “expert” shall not be
construed to mean an “expert” as defined under the U.S. Securities Act.

Book Building Process

Book building, in the context of the Offer, refers to the process of collection of Bids from investors on the basis
of the Red Herring Prospectus and the Bid cum Application Forms and the Revision Forms within the Price
Band. The Price Band will be decided by our Company in consultation with the BRLMs and Minimum Bid Lot
will be decided by our Company, in consultation with the BRLMs, and will be advertised in all editions of
Financial Express(a widely circulated English national daily newspaper), all editions of Jansatta (a widely
circulated Hindi national daily newspaper) and the edition of Peoples Samachar daily newspaper (being the
regional language of Madhya Pradesh wherein our Registered Office is located) each with wide circulation, at
least two Working Days prior to the Bid/Offer Opening Date and shall be made available to the Stock Exchanges
for the purposes of uploading on their respective websites. Pursuant to the Book Building Process, the Offer
Price shall be determined by our Company, in consultation with the BRLMs after the Bid/Offer Closing Date.
For details, please see “Offer Procedure” beginning on page 407.

All bidders, except Anchor Investors, are mandatorily required to use ASBA process by providing the details of
their respective ASBA Account in which the corresponding Bid Amount will be blocked by the SCSBs. In
addition to this, the RIBs or Individual investors bidding under the Non-Institutional Portion for an amount of
more than ₹2,00,000 and up to ₹5,00,000 may participate through the ASBA process by either (a) providing the
details of their respective ASBA Account in which the corresponding Bid Amount will be blocked by the
SCSBs; or (b) through the UPI Mechanism. Non-Institutional Bidders with an application size of up to ₹ 5 lakhs
shall use the UPI Mechanism and shall also provide their UPI ID in the Bid cum Application Form submitted
with Syndicate Members, Registered Brokers, Collecting Depository Participants and Registrar and Share
Transfer Agents. Anchor Investors are not permitted to participate in the Offer through the ASBA process.

In accordance with the SEBI ICDR Regulations, QIBs and Non-Institutional Investors are not permitted to
withdraw or lower the size of their Bids (in terms of the quantity of the Equity Shares or the Bid Amount) at any
stage. Retail Individual Investors can revise their Bids during the Bid/ Offer Period and withdraw their Bids
until the Bid/ Offer Closing Date. Further, Anchor Investors cannot withdraw their Bids after the Anchor
Investor Bidding Date. Allocation to QIBs (other than Anchor Investors) and Non-Institutional Investors will
be on a proportionate basis while allocation to Anchor Investors will be on a discretionary basis. For further
details, see “Terms of the Offer” and “Offer Procedure” on pages 396 and 407 respectively.

Our Company will comply with the SEBI ICDR Regulations and any other directions issued by SEBI in
relation to this Offer. The Book Building Process and the Bidding process are subject to change from time
to time, and the Bidders are advised to make their own judgment about investment through the aforesaid
processes prior to submitting a Bid in the Offer.

Bidders should note that the Offer is also subject to obtaining (i) filing of the Prospectus by our Company with
the RoC and (ii) our Company obtaining final listing and trading approvals from the Stock Exchanges, which
our Company shall apply for post-Allotment.

Each Bidder, by submitting a Bid in the Offer, will be deemed to have acknowledged the above restrictions and
the terms of the Offer.

Explanation of Book Building and Price Discovery Process

For an explanation of the Book Building Process and the price discovery process, see “Offer Procedure” on
page 407.

Underwriting Agreement

90
The Underwriting Agreement has not been executed as on the date of this Red Herring Prospectus and will be
executed after the determination of the Offer Price and allocation of Equity Shares but prior to the filing of the
Prospectus with the RoC. Our Company and the Selling Shareholder intend to enter into an Underwriting
Agreement with the Underwriters for the Equity Shares proposed to be offered in the Offer.

It is proposed that pursuant to the terms of the Underwriting Agreement, the BRLMs shall be responsible for
bringing in the amount devolved in the event the respective Syndicate Member does not fulfil their underwriting
obligations. Pursuant to the terms of the Underwriting Agreement, the obligations of each of the Underwriters
will be several and will be subject to certain conditions specified therein.

The Underwriting Agreement is dated [●]. The Underwriters have indicated their intention to underwrite the
following number of Equity Shares:

(The Underwriting Agreement has not been entered into as on the date of this Red Herring Prospectus. The
Underwriting Agreement shall be entered into on or after the Pricing Date but prior to filing of the Prospectus
with the RoC. The extent of underwriting obligations and the Bids to be underwritten in the Offer shall be as
per the Underwriting Agreement. This portion has been intentionally left blank and will be filled in before the
filing of the Prospectus with the RoC.
(₹ in lakhs)

Name, Address, Telephone

Indicative Number of Equity Amount Underwritten
Numbers and E-mail of the
sharesto be Underwritten
Underwriters
[●] [●] [●]
[●] [●] [●]
Total [●] [●]

The abovementioned underwriting commitments are indicative and will be finalized after determination of the
Offer Price and finalization of the Basis of Allotment and subject to the provisions of the SEBI ICDR
Regulations.

In the opinion of our Board (based on representations made by the Underwriters to our Company), the resources
of the abovementioned Underwriters are sufficient to enable them to discharge their respective underwriting
obligations in full. The abovementioned Underwriters are registered with the SEBI under Section 12(1) of the
SEBI Act or registered as brokers with the Stock Exchanges.

Allocation among the Underwriters may not necessarily be in proportion to their underwriting commitment set
forth in the table above. Notwithstanding the above table, the Underwriters shall be severally responsible for
ensuring payment with respect to the Equity Shares allocated to investors respectively procured by them in
accordance with the Underwriting Agreement.

In the event of any default in payment, the respective Underwriter, in addition to other obligations defined in the
Underwriting Agreement, will also be required to procure subscribers for or subscribe to the Equity Shares to the
extent of the defaulted amount in accordance with the Underwriting Agreement. The extent of underwriting
obligations and the Bids to be underwritten in the Offer shall be as per the Underwriting Agreement.

91
 CAPITAL STRUCTURE

The Equity Share capital of our Company, as on the date of this Red Herring Prospectus and after giving effect
to the Offer is set forth below:
Amount (In ₹ except share data)
Aggregate
Aggregate value
Sr. value at Offer
at face value
No. Particulars Price*
A. Authorized Share Capital
8,40,00,000 Equity Shares of face value of ₹10/- each 84,00,00,000 [●]
B. Offered, Subscribed and Paid-Up Share Capital before
the Offer
6,68,20,852 Equity Shares of face value of ₹10/- each 66,82,08,520 [●]
C. Present Offer in terms of this Red Herring Prospectus (1)
Offer of up to 2,04,40,000 Equity Shares of face value of ₹
10/- which includes:
Fresh offer of up to 1,47,50,000 Equity Shares of face value
14,75,00,000 [●]
of ₹10/- each aggregating upto ₹ [●]
Offer for Sale of up to 56,90,000 Equity Shares of face value
5,69,00,000 [●]
of ₹ 10/- each aggregating upto ₹ [●] (2)
D. Offered, Subscribed and Paid-Up Share Capital after the
Offer
8,15,70,852 Equity Shares of face value of ₹10/- each 81,57,08,520
E. Securities Premium Account
Before the Offer 24,84,11,266
After the Offer [●]
*To be updated upon finalization of the Offer Price.
(1) The Offer has been authorized by the Board of Directors vide a resolution passed at its meeting held on
February 08, 2024, and by the shareholders of our Company vide a special resolution passed pursuant to
section 62(1)I of the Companies Act, 2013 at the Extra-Ordinary General Meeting held on March 06, 2024.
Further, our Board has taken on record the participation of the Selling Shareholder in the Offer for Sale
pursuant to a resolution dated February 08, 2024.
(2) The Equity Shares being offered by the selling shareholder are eligible to be offered for sale pursuant to
the Offer for Sale in terms of the SEBI ICDR Regulations. The Selling Shareholder has, consented to the sale
of the Offered Shares in the Offer for Sale. The Selling Shareholder confirms that the Equity Shares being
offered by it are eligible for being offered for sale pursuant to the Offer in terms of Regulation 8 of SEBI ICDR
Regulations. For further details on the authorizations of the Selling Shareholder in relation to the Offered
Shares, see the sections titled “The Offer” and “Other Regulatory and Statutory Disclosures” on pages 76
and 384, respectively.

NOTES TO THE CAPITAL STRUCTURE

1. Details of changes in authorized Share Capital:

For details in relation to the changes to our Company’s authorized share capital in the last 10 years, please
refer to the section “History and Certain Corporate Matters – Amendments to our Memorandum of
Association in the last 10 years” on page no. 224.

Notes to Capital Structure

1. Share Capital History of our Company

1. History of Equity Share Capital of our Company

The following table sets forth the history of the Equity Share capital of our Company.

92
 No. of
Date of Cumulative
Equity Details of allottees and number of Equity Shares Face value Offer Price Nature of
Allotment/ Nature of number of
Shares allotted to the allottees (₹) (₹) consideration
Fully Paid-up Allotment Equity Shares
allotted
Subscription
Allotment of 100 Equity Shares to Sunita Agarwal, 100
October 23, to
300 Equity Shares to Pawan Kumar Agarwal and 100 Equity 10 10 Cash 300
2001 Memorandum
Shares to Binod Kumar Agarwal
of Association
Allotment of 1,72,050 Equity Shares to Sunita Agarwal,
September Further
1,74,700 2,600 Equity Shares to Binod Kumar Agarwal and 50 10 14.29 Cash 1,75,000
30, 2002 Allotment
Equity Shares to Surendra Patwa
March 12, Further
2003 25,000 Allotment of 25,000 Equity Shares to Sunita Agarwal 10 80 Cash Allotment 2,00,000
March 26, Allotment of 3,125 Equity Shares to Binod Kumar Further
3,125 10 80 Cash 2,03,125
2003 Agarwal Allotment
Allotment of 49,288 Equity Shares to Sunita Agarwal, 25
April 16, Equity Shares to Pawan Kumar Agarwal, 1,456 Equity Further
50,782 10 40.04 Cash 2,53,907
2003 Shares to Binod Kumar Agarwal and 13 Equity Shares to Allotment
Surendra Patwa
April 17, Further
625 Allotment of 625 Equity Shares to Binod Kumar Agarwal 10 40.04 Cash 2,54,532
2003 Allotment
Allotment of 6,500 Equity Shares to Volatile Investment
& Finance Limited, 5,000 Equity Shares to Nusee Chem
& Cosmetics Private Limited, 12,500 Equity Shares to
March 31, Further
33,500 ARP Securities Limited, 2,500 Equity Shares to Oswal 10 40.04 Cash 2,88,032
2004 Allotment
Décor Private Limited, 4,500 Equity Shares to Hindustan
Continental Limited, 2,500 Equity Shares to Navkar
Abhilkaran Limited
Allotment of 5,000 Equity Shares to ARP Securities
Limited, 4,000 Equity Shares to Navkar Abhilkaran
Limited, 7,600 Equity Shares to Anant Trexim Private
March 31, Further
69,100 Limited, 34,500 Equity Shares to Balajee Resources 10 100 Cash 3,13,032
2005 Allotment
Private Limited, 8,000 Equity Shares to Neema
Investment Private Limited, 10,000 Equity Shares to
Convenient Housing Finance Limited
Allotment of 2,500 Equity Shares to ARP Securities
March 31, Further
25,000 Limited, 2,500 Equity Shares to Navkar Abhilkaran 10 100 Cash 3,82,132
2005 Allotment
Limited, 10,000 Equity Shares to Anant Trexim Private

93
 No. of
Date of Cumulative
Equity Details of allottees and number of Equity Shares Face value Offer Price Nature of
Allotment/ Nature of number of
Shares allotted to the allottees (₹) (₹) consideration
Fully Paid-up Allotment Equity Shares
allotted
Limited, 10,000 Equity Shares to Pursuit Securities
Private Limited
Allotment of 500 Equity Shares to Sunita Agarwal, 2,000
Equity Shares to Anant Trexim Private Limited, 14,000
March 30, Equity Shares to Balajee Resources Private Limited, Further
91,000 10 100 Cash 4,73,132
2006 10,000 Equity Shares to Convenient Housing Finance Allotment
Limited and 64,500 Equity Shares to Swarjyot Finvest
Private Limited
Allotment of 1,07,500 Equity Shares to Anant Trexim
March 6, Private Limited, 1,000 Equity Shares to Swarjyot Private Further
1,50,500 10 100 Cash 6,23,632
2007 Limited and 42,000 Equity Shares to Jagannath Plastics Allotment
Private Limited
March 31, Allotment of 47,000 Equity Shares to Anant Trexim Further
47,000 10 100 Cash 6,70,632
2008 Private Limited Allotment
Allotment of 29,000 Equity Shares to Anant Trexim
May 31, Private Limited, 10,000 Equity Shares to Swarjyot Further
53,000 10 100 Cash 7,23,632
2008 Finvest Private Limited and 14,000 Equity Shares to Allotment
Jagannath Plastics Private Limited
Allotment of 50,000 Equity Shares to Anant Trexim
March 31, Private Limited, 25,000 Equity Shares to Swarjyot Further
1,00,000 10 100 Cash 8,23,632
2009 Finvest Private Limited and 25,000 Equity Shares to Allotment
Jagannath Plastics Private Limited
Allotment of 30,000 Equity Shares to Anant Trexim
Private Limited, 49,500 Equity Shares to Anant Trexim
Private Limited, 57,000 Equity Shares to Swarjyot
March 31, Finvest Private Limited, 15,000 Equity Shares to Further
2,91,000 10 100 Cash 11,14,632
2010 Jagannath Plastics Private Limited, 67,000 Equity Shares Allotment
to Jagannath Plastics Private Limited, 37,500 Equity
Shares to Anant Textiles Private Limited and 35,000
Equity Shares to Vinita Software Private Limited.
Allotment of 13,000 Equity Shares to Anant Trexim
April 28, Private Limited, 1,30,000 Equity Shares to Jagannath Further
3,32,000 10 100 Cash 14,46,632
2011 Plastics Private Limited, 12,000 Equity Shares to Anant Allotment
Textiles Private Limited, 30,000 Equity Shares to Vinita

94
 No. of
Date of Cumulative
Equity Details of allottees and number of Equity Shares Face value Offer Price Nature of
Allotment/ Nature of number of
Shares allotted to the allottees (₹) (₹) consideration
Fully Paid-up Allotment Equity Shares
allotted
Software Private Limited and 1,47,000 Equity Shares to
Honourable Packaging Private Limited
Allotment of 22,000 Equity Shares to Anant Trexim
July 27, Further
50,000 Private Limited and 28,000 Equity Shares to Honourable 10 100 Cash 14,96,632
2011 Allotment
Packaging Private Limited
Allotment of 60,000 Equity Shares to Jagannath Plastics
March 31, Further
1,00,000 Private Limited and 40,000 Equity Shares to Honourable 10 100 Cash 15,96,632
2012 Allotment
Packaging Private Limited
Allotment of 45,455 Equity Shares to Anant Trexim
December 17, Further
90,910 Private Limited and 45,455 Equity Shares to Suhana 10 110 Cash 16,87,542
2012 Allotment
Tradelinks Private Limited
Allotment of 74,000 Equity Shares to Crazy Dealcom
January 6, Further
94,600 Private Limited and 20,600 Equity Shares to Haste 10 121 Cash 17,82,142
2014 Allotment
Vintrade Private Limited
Allotment of 6,198 Equity Shares to Sunita Agarwal,
March 31, 6,411 Equity Shares to Binod Kumar Agarwal, 380 Further
33,711 10 121 Cash 18,15,853
2014 Equity Shares to Crazy Dealcom Private Limited and Allotment
20,722 Equity Shares to Haste Vintrade Private Limited
April 1, Please Refer Note: 1* Cancellation Due to
(6,70,106) 10 NA 11,45,747
2019 of Shares Merger
Allotment of 7,79,937 Equity Shares to Binod Kumar Consideration
December 10, Due to
10,39,916 Agarwal and 2,59,979 Equity Shares to Sakul Grover 10 NA other than 11,45,747
2020 Merger
Please Refer Note: 2* cash
Further
Allotment due
Consideration
March 20, Allotment of 12,253 Equity Shares to Anant Agarwal^ to conversion
12,253 10 164.75## other than 11,58,000
2023 of unsecured
cash
loan into
equity
Allotment of 500 Equity Shares to Sunita Agrawal, Bonus issue in
5,72,84,850 Equity Shares to Binod Kumar Agarwal, the ratio of 50
August 18,
5,79,00,000 6,13,150 Equity Shares to Anant Agarwal, 500 Equity 10 NA Equity Bonus Shares 5,90,58,000
2023
Shares to Chanchal Agarwal, 500 Equity Shares to Vinita Shares for
Agarwal, 500 Equity Shares to Ranjan Kumar Mohapatra every 1 Equity

95
 No. of
Date of Cumulative
Equity Details of allottees and number of Equity Shares Face value Offer Price Nature of
Allotment/ Nature of number of
Shares allotted to the allottees (₹) (₹) consideration
Fully Paid-up Allotment Equity Shares
allotted
Share
Allotment of 59,524 Equity Shares to Praveen Poddar,
59,524 Equity Shares to Naveen Poddar, 59,524 Equity
Shares to Priyanka Poddar, 59,524 Equity Shares to
Reena Poddar, 59,524 Equity Shares to Shashi Maskara,
September Preferential
17,26,191 59,524 Equity Shares to Vinay Maskara HUF, 59,524 10 42 Cash 6,07,84,191
11, 2023 issue
Equity Shares to Pradeep Chowdhary, 59,524 Equity
Shares to Tanishq Maskara, 7,14,286 Equity Shares to
Ample Vyapaar Pvt. Ltd., 3,57,142 Equity Shares to Arpit
Jain and 1,78,571 Equity Shares to Dheeraj Kumar Samar.
Allotment of 3,69,048 Equity Shares to Sky Logistics
Private Limited, 4,76,190 Equity Shares to Ample
Vyapaar Private Limited, 2,38,095 Equity Shares to Jolly
September Preferential
14,04,762 Distributors LLP, 2,38,095 Equity Shares to Fabulous 10 42 Cash 6,21,88,953
15, 2023 issue
Commotrade LLP, 35,714 Equity Shares to Kokila
Ashwin Shah, 23,810 Equity Shares to Viru Rajendra
Shah and 23,810 Equity Shares to Vinuta Santosh Shetty
Allotment of 5,95,238 Equity Shares to Swaransh Dealers
LLP, 2,38,095 Equity Shares to Manoj Sitaram Agrawal,
2,38,095 Equity Shares to Utkarsh Agarwal, 3,57,143
September Equity Shares to Jagdishkumar Madanlal Gupta, 3,57,143 Preferential
21,66,666 10 42 Cash 6,43,55,619
22, 2023 Equity Shares to Kusum Jagdish Gupta, 2,38,095 Equity issue
Shares to Pramila Gupta, 1,07,143 Equity Shares to Purvi
Ketan Shah and 35,714 Equity Shares to Suresh Vrajlal
Shah HUF
Allotment of 59,523 Equity Shares to Karuna Jain, 59,523
Equity Shares to Pankaj Sanghavi, 59,523 Equity Shares
to Rajesh Kumar Champala Kothari, 47,619 Equity
Shares to Hemlata Sureshkumar Kothari, 47,619 Equity
November Preferential
24,65,233 Shares to Nareshkumar K Kothari, 47,619 Equity Shares 10 42 Cash 6,68,20,852
14, 2023 issue
to Meena Nareshkumar Kothari, 47,619 Equity Shares to
Sureshkumar K Kothari, 14,28,571 Equity Shares to
Jitendra Rasiklal Sanghvi, 2,38,095 Equity Shares to
Iconic Capital Venture, 23,809 Equity Shares to Urvi

96
 No. of
Date of Cumulative
Equity Details of allottees and number of Equity Shares Face value Offer Price Nature of
Allotment/ Nature of number of
Shares allotted to the allottees (₹) (₹) consideration
Fully Paid-up Allotment Equity Shares
allotted
Parag Vira, 35,714 Equity Shares to Haard Rakesh
Panchal,47,619 Equity Shares to Arunkumari R Kothari,
1,19,047 Equity Shares to Prakash Bhagwanji Shah,
1,20,000 Equity Shares to NPRS Financial Services
Private Limited, 35,714 Equity Shares to Susanta Sarangi
HUF and 47,619 Equity Shares to Kishorilal Jhabarmal
Kataruka

^Pursuant to a Special Resolution approved by the shareholders on March 15, 2023, following the terms of the loan agreement dated March 3, 2023, the Company has
issued 12,253 fully paid-up Equity Shares, each valued at Rs. 164.75/-. These shares have been issued to convert loan of Rs. 20,18,682/- into 12,253 fully paid-up Equity
Shares in accordance with the agreed provisions of the aforementioned loan agreement.

Date of availing loan: March 03, 2023.

Ratio of conversion: It was mentioned in the Loan Agreement dated March 03, 2023 (copy of Loan Agreement is attached herewith) that the unsecured loan provided
under this agreement may be converted into the equity shares either at par value or at a mutually agreed price between the parties of this agreement at the option of the
Borrower or at valuation of Equity Shares as may be determined by valuer. Then based on Valuation report provided by Swastika Investmart Limited (Category–I Merchant
Banker) for the said purpose, the company decided to issue and allot 12,253 (Twelve Thousand Two Hundred and Fifty Three) equity shares, which shall rank pari-passu
in all respects with the existing equity shares of the company, at a price of Rs. 164.75/- (Rupees One hundred Sixty Four and Seventy Five Paisa Only) each, in lieu of and
against the conversion of unsecured loan amounting to Rs. 20,18,682/- taken by company from Mr. Anant Agarwal. Further Valuation Report is attached herewith.

Other terms:
1. Purpose of the Agreement: To fulfill the Capital requirements of the Company on short term as well as long term basis, the Management of the Company decided to
borrow money from Mr. Anant Agarwal (Member & Relative of Mr. Binod Kumar Agarwal, Managing Director of the Company) on the terms and conditions as
mentioned in the Loan Agreement.

2. The Interest rate of unsecured loan is 4% p.a., which is compounded at the option of Board of directors of the company from time to time

Repayment of the unsecured loan shall be made on Monthly/Quarterly/Yearly basis as mutually decided by the parties of this agreement.

97
 *Note No.:1

Due to Merger and Amalgamation of Companies namely Agrolin Tarpoline Private Limited, Anant Textiles
Private Limited, Crazy Dealcom Private Limited, Haste Vintrade Private Limited, Nageshwar Vinimay
Private Limited, Anant Trexim Private Limited, Suhana Tradelinks Private Limited, Vinita Software Private
Limited (Transferor companies) and Shree Tirupati Balajee Agro Trading Company Pvt. Ltd. (Transferee
Company), pursuant to order dated November 3, 2020 of the hon’ble National Company Law Tribunal, Indore
Bench at Ahmedabad, Honourable Packaging Private Limited (HPPL) and Jagannath Plastics Private
Limited (JPPL) become subsidiaries of the company and cross shareholding between:-

i) HPPL and the Company, 2,15,000 equity shares of Rs. 10/- each stand cancelled as per the scheme.
ii) JPPL and the Company, 4,55,106 equity shares of Rs. 10/- each stand cancelled as per the scheme.

Consequent to such reduction (due to cross shareholding), 6,70,106 equity shares aggregating to 67,01,060/-
held by HPPL and JPPL in the transferee company was stand cancelled as on the effective date.

*Note No.:2

Our Company has issued 10,39,916 equity shares of Rs. 10/- each, fully paid-up, of the company to the
ultimate individual shareholders of the Transferor Companies whose names registered in the register of
members on the record date, in the ratio of 1 (one) fully paid-up equity shares of Rs. 10/- each to the ultimate
individual shareholder of the Transferor Companies for every 1 (one) fully paid-up equity shares of Rs. 10
held by any of the Transferor Companies in the Transferee Company. On the other hand, the equity shares
of the Transferee Company held by the Transferor Companies stands cancelled.

The cancellation of shares due to merger is explained below in pictorial format.

The equity shares of Shree Tirupati Balajee Trading Company Limited before merger was 18,15,853. Then due
to merger and amalgamation of companies and pursuant to order dated November 3, 2020 of the Hon’ble
National Company Law Tribunal, Indore Bench at Ahmedabad, Honourable Packaging Private Limited (HPPL)
and Jagannath Plastics Private Limited (JPPL) became subsidiaries of our Company and cross shareholding
between:

i) HPPL and our Company, 2,15,000 equity shares of Rs. 10/- each stand cancelled as per the scheme.
ii) JPPL and our Company, 4,55,106 equity shares of Rs. 10/- each stand cancelled as per the scheme.

Consequent to such order, 6,70,106 equity shares held by HPPL and JPPL in our Company was cancelled as on
the effective date.

After the cancellation of shares due to merger the equity shares of our Company was 11,45,747.

##Note No. 3

98
 Our Company & Mr. Anant Agarwal entered into an agreement dated 03 rd March, 2023, wherein our Company
had obtained an unsecured loan of Rs. 20,18,682/- from Mr. Anant Agarwal. The unsecured loan obtained from
Mr. Anant Agarwal was eligible for conversion into equity shares of the company after passing of special
resolution in the general meeting.

Therefore, the company, by way of special resolution passed in the general meeting of the company as on 15 th
March, 2023, converted unsecured loan of Rs. 20,18,682/- into equity shares of the company and hence issued &
allotted 12,253 fully paid-up equity shares to Mr. Anant Agarwal at Rs. 164.75/- per equity share derived on the
basis of valuation report obtained from Swastika Investmart Limited (Category–I Merchant Banker) for the said
purpose.

Further, the Company passed a special resolution in the general meeting dated 07 th August, 2023 to issue
5,79,00,000 equity shares of Rs. 10 each as bonus shares of an aggregate nominal value of Rs. 57,90,00,000 as
bonus shares to the shareholders out of the free reserves. After the allotment of the bonus shares, the free reserves
of the Company stood reduced by Rs. 57,90,00,000/- and the number of paid-up equity shares of our Company
was increased from 11,58,000 to 5,90,58,000.

Later, the Company issued 77,62,852 equity shares on preferential basis through private placement at a price of
Rs. 42/- per equity share derived on the basis of valuation report obtained from M/s. Swaraj Shares & Securities
Private Limited (SEBI Registered Category I Merchant Banker).

2. History of preference share capital of our Company

As on the date of this Red Herring Prospectus, our Company does not have any preference share capital.

3. Offer of Equity Shares for consideration other than cash or through bonus issue

Except as mentioned below, our Company has not offered any Equity Shares for consideration other than
cash or through bonus issues at any time since incorporation:

Date of No. of Details of allottees and

Offer
Allotmen Equity number of Equity Shares Face value Nature of
Price Nature of
t/Fully Shares allotted to the allottees (Rs.) consideration
(Rs.) Allotment
Paid-up allotted
Allotment of 7,79,937
Equity Shares to Binod Consideration
December Due to
10,39,916 Kumar Agarwal and 10 NA other than
10, 2020 Merger(1)
2,59,979 Equity Shares to cash
Sakul Grover
Further
issue due to
Consideration conversion
March 20, Allotment of 12,253 Equity
12,253 10 164.75 other than of
2023 Shares to Anant Agarwal
cash unsecured
loan into
equity(2)
Allotment of 500 Equity
Shares to Sunita Agrawal,
5,72,84,850 Equity Shares
to Binod Kumar Agarwal, Bonus issue
6,13,150 Equity Shares to in the ratio of
August Anant Agarwal, 500 Equity 50 Equity Bonus
5,79,00,000 10 NA
18, 2023 Shares to Chanchal Share for Shares
Agarwal, 500 Equity every 1
Shares to Vinita Agrawal, Equity Share
500 Equity Shares to
Ranjan Kumar Mohapatra

99
 (1) Due to Merger and Amalgamation of Companies namely Agrolin Tarpoline Private Limited, Anant Textiles Private
Limited, Crazy Dealcom Private Limited, Haste Vintrade Private Limited, Nageshwar Vinimay Private Limited, Anant
Trexim Private Limited, Suhana Tradelinks Private Limited, Vinita Software Private Limited (Transferor companies)
and Shree Tirupati Balajee Agro Trading Company Pvt. Ltd. (Transferee Company), pursuant to order dated November
3, 2020 of the hon’ble National Company Law Tribunal, Indore Bench at Ahmedabad, Honourable Packaging Private
Limited (HPPL) and Jagannath Plastics Private Limited (JPPL) become subsidiaries of the company and cross
shareholding between:-
i) HPPL and the Company, 2,15,000 equity shares of Rs. 10/- each stand cancelled as per the scheme.
ii) JPPL and the Company, 4,55,106 equity shares of Rs. 10/- each stand cancelled as per the scheme.
Consequent to such reduction (due to cross shareholding), 6,70,106 equity shares aggregating to 67,01,060/- held by
HPPL and JPPL in the transferee company was stand cancelled as on the effective date.

(2) Pursuent to Special Resolution passed by shareholders dated March 15, 2023 for conversion of Rs. 20,18,682/- into
12,253 Equity Shares of face value of Rs. 10 each in lieu of loan agreement dated March 03, 2023.

4. Shares offered out of revaluation reserves

Our Company has not offered any shares out of revaluation reserves since its incorporation.

5. Offer of Equity Shares pursuant to scheme of arrangement

Our Company has allotted the following Equity Shares pursuant to a scheme of merger and amalgamation
approved by the NCLT, Indore Bench at Ahmedabad on 3rd November 2020 under Section 230-232 of the
Companies Act, 2013:

Date of No. of Details of allottees and Face Offer Nature of Nature of

Allotment/ Equity number of Equity Shares value Price (Rs.) consideration Allotment
Fully Paid- Shares allotted to the allottees (Rs.)
up allotted
Allotment of 7,79,937
December 10,39,916 Equity Shares to Binod 10 NA Consideration Due to
10, 2020 Kumar Agarwal and other than Merger
2,59,979 Equity Shares to cash
Sakul Grover

6. Details of Equity Shares at a price lower than the Offer Price in last one year

Except as disclosed above ‘Capital Structure – History of Equity Share Capital of our Company’ on Page 92,
our Company has not offered any Equity Shares at a price which may be lower than the Offer Price during a
period of one year preceding the date of this Red Herring Prospectus.

7. Details of Equity Shares granted under employee stock option scheme

Our Company does not have any employee stock option schemes as on the date of this Red Herring Prospectus.

2. Build-up of Promoter’s shareholding, Promoter’s contribution and lock-in

(i) Build Up of Promoter’s shareholding

As on the date of this Red Herring Prospectus, our Promoter, Binod Kumar Agarwal holds 5,90,57,490 Equity
Shares which constitutes 88.382% of the offered, subscribed and paid-up Equity Share capital of our Company.
The details regarding our Promoter shareholding are set out below:

100
a) Binod Kumar Agarwal

Date of
Allotment Face Offer/
No. of Pre-offer Post–offer
and made value per Acquisition/ Nature of
Equity shareholdin shareholdi
fully paid Share Transfer Transactions
Shares g%^ ng %
up / (Rs.) price (Rs.)*
Transfer
Subscription to
October 23,
100 10 10 Memorandum of (Negligible)# [●]
2001
Association
September
2,600 10 14.29 Further Allotment 0.004 [●]
30, 2002
March 26,
3,125 10 80 Further Allotment 0.005 [●]
2003
April 16,
1,456 10 40.04 Further Allotment 0.002 [●]
2003
April 17,
625 10 40.04 Further Allotment 0.001 [●]
2003
October 6, Transfer by gift to
(90) 10 Nil (Negligible)# [●]
2008 Sunita Agarwal
March 31,
6,411 10 121 Further Allotment 0.010 [●]
2014
March 31, Transfer by gift from
63 10 Nil (Negligible)# [●]
2017 Surendra Patwa
December 2, Transfer by gift from
31,506 10 Nil 0.047 [●]
2019 Sunita Agarwal
December 2, Transfer by gift from
33,542 10 Nil 0.0509 [●]
2019 Anant Agarwal
Transfer by gift from
December 2,
35 10 Nil Pawan Kumar (Negligible)# [●]
2019
Agarwal
December
7,79,937 10 Nil Due to Merger 1.1167 [●]
10, 2020
July 28, Transfer from Sakul
2,86,427 10 569 0.429 [●]
2022 Grover
December Transfer from Sakul
10 10 630 (Negligible)# [●]
26, 2022 Grover
December Transferred to Sunita
(10) 10 630 (Negligible)# [●]
26, 2022 Agarwal
December Transferred to Anant
(10) 10 630 (Negligible)# [●]
26, 2022 Agarwal
December Transferred to Vinita
(10) 10 630 (Negligible)# [●]
26, 2022 Agarwal
December Transferred to
(10) 10 630 (Negligible)# [●]
26, 2022 Chanchal Agarwal
December Transferred to Ranjan
(10) 10 630 (Negligible)# [●]
26, 2022 Kumar Mohapatra
August 18,
5,72,84,850 10 Nil Bonus issue 85.729 [●]
2023
December 1, Transfer by gift from
510 10 Nil 0.001 [●]
2023 Vinita Agarwal
December 1, Transfer by gift from
510 10 Nil 0.001 [●]
2023 Sunita Agarwal
December 1, Transfer by gift from
6,25,413 10 Nil 0.936 [●]
2023 Anant Agarwal
December 1, Transfer by gift from
510 10 Nil 0.001 [●]
2023 Chanchal Agarwal
Total 5,90,57,490 88.382 [●]

101
 #Lessthan 0.001
^Pre-offer shareholding is computed as a % of total paid up capital.

All the Equity Shares held by our Promoter were fully paid-up on the respective dates of allotment of such
Equity Shares As on the date of this Red Herring Prospectus, none of the Equity Shares held by our Promoter
are pledged or are otherwise encumbered. All the Equity Shares held by our Promoter are in dematerialized
form as on the date of this Red Herring Prospectus.

(ii) Build-up of Promoter Group’s shareholding

Except as disclosed below, our Promoter and the members of our Promoter Group do not hold any Equity
Shares in the Company:

Pre – Offer Post – Offer

Name of the
Sr. No. No. of Equity % of Pre- Offer No. of Equity % of Post-
Shareholder
Shares Capital Shares Offer Capital
(I) (II) (III) (IV) (V) (VI)
Promoter
1. Binod Kumar Agarwal 5,90,57,490 88.38 [●] [●]
Total 5,90,57,490 88.38 [●] [●]

(iii) Details of Promoter Contribution locked-in:

Pursuant to Regulation 14 and 16 of SEBI ICDR Regulations, an aggregate of 20% of the fully diluted post-
Offer Equity Share capital of our Company held by our Promoter, shall be considered as Promoter’s
Contribution locked-in for a period of eighteen months from the date of allotment (“Minimum Promoter’s
Contribution”) and the shareholding of the Promoter in excess of 20% of the fully diluted post-Offer Equity
Share capital shall be locked in for a period of six months from the date of Allotment as a majority of the Net
Proceeds are not proposed to be utilized for capital expenditure. It is hereby clarified that the Promoter is in
compliance with the requirements of Regulation 14(3) of SEBI ICDR Regulations. It is hereby clarified that
under Regulation 16 of the SEBI ICDR Regulations, “capital expenditure” means civil work, miscellaneous
fixed assets, purchase of land, building and plant and machinery, etc.

The Equity Shares which are being locked in for 18 (eighteen) months from the date of Allotment as Minimum
Promoter’s Contribution are as follows*:

Post
No. of Source
Face Offer/ Nature of Consideration Offer
Equity of
Promoter Value Acquisition Allotment/ (Cash/other paid-up
Shares Promoter’s
(in Rs) Price Transfer than cash) Capital
Locked in Contribution
(%)
Binod
Kumar [●] [●] [●] [●] [●] [●] [●]
Agarwal
TOTAL [●] [●]

*To be included in the Prospectus to be filed with the ROC.

Our Promoter has given his consent to include such number of Equity Shares held by him as disclosed above,
constituting 20% of the fully diluted post-Offer Equity Share capital of our Company as Minimum Promoter’s
Contribution and has agreed not to dispose, sell, transfer, charge, pledge or otherwise encumber in any manner
the Minimum Promoter’s Contribution from the date of filing this Red Herring Prospectus, until the expiry of
the lock-in period specified above, or for such other time as required under SEBI ICDR Regulations, except as
may be permitted, in accordance with the SEBI ICDR Regulations.

(a) Our Company undertakes that the Equity Shares that are being locked-in are not and will not be ineligible
for computation of Minimum Promoter’s Contribution in terms of Regulation 15 of the SEBI ICDR
Regulations. In this connection, our Company confirms the following:

102
 (i) The Equity Shares offered for Minimum Promoter’s Contribution do not include Equity Shares acquired
during the three immediately preceding years (i) for consideration other than cash, and revaluation of
assets or capitalization of intangible assets and have not been offered against Equity Shares which are
otherwise ineligible for computation of Minimum Promoter’s Contribution, (ii) pursuant to a bonus issue
out of revaluation reserves or unrealized profits of our Company or from a bonus issue against Equity
Shares, which are otherwise ineligible for computation of Minimum Promoter’s Contribution;

(ii) The Minimum Promoter’s Contribution does not include any Equity Shares acquired during the
immediately preceding one year at a price lower than the price at which the Equity Shares are being
offered to the public in the Offer;

(iii) Our Company has not been formed by the conversion of one or more partnership firms or a limited liability
partnership firm;

(iv) The Equity Shares forming part of the Minimum Promoter’s Contribution are not subject to any pledge
or encumbrance; and

(v) All the Equity Shares held by our Promoter are in dematerialized form.

(iv) Details of share capital locked in for six months

In terms of Regulation 17 of the SEBI ICDR Regulations, the entire pre-Offer Equity Share capital of our
Company will be locked-in for a period of six months from the date of Allotment in the Offer, except:
a. The Minimum Promoter’s Contribution which shall be locked in as above.

b. The Equity Shares allotted to the employees, whether currently an employee or not, under the employee
stock option scheme prior to the Offer,

c. The Equity Shares held by a registered as VCF, category I AIFs, category II AIFs or FVCIs, as applicable.
However, such Equity Shares shall be locked-in for a period of at least six months from the date of purchase
by such VCF or category I AIFs, category II AIFs or FVCI. It is clarified that for shareholder(s) holding,
individually or with persons acting in concert, more than 20% of the pre-Offer shareholding of the Company
based on fully diluted basis, provisions of lock-in as specified under Regulation 17 of the SEBI ICDR
Regulations shall be applicable, and relaxation from lock-in as provided under clause I of Regulation 17 of
the SEBI ICDR Regulations shall not be applicable.

(v) Lock-in Equity Shares Allotted to Anchor Investors

a. One half of the Equity Shares Allotted to Anchor Investors in the Anchor Investor Portion shall be locked
in for a period of 90 days from the date of Allotment, and while the remaining half of the Equity Shares
Allotted to Anchor Investors in the Anchor Investor Portion shall be locked in for a period of 30 days from
the date of Allotment.

(vi) Other requirements in respect of lock-in

a. As required under Regulation 20 of the SEBI ICDR Regulations, our Company shall ensure that the details of
the Equity Shares locked-in are recorded by the relevant Depository.

Pursuant to Regulation 21 of the SEBI ICDR Regulations, Equity Shares held by our Promoter and locked-in,
as mentioned above, may be pledged as collateral security for a loan granted by a scheduled commercial bank,
a public financial institution, NBFC-SI, or a housing finance company, subject to the following:

(i) with respect to the Equity Shares locked-in for six months from the date of Allotment, such pledge of the
Equity Shares must be one of the terms of the sanction of the loan; and

(ii) with respect to the Equity Shares locked-in as Minimum Promoter’s Contribution for eighteen months from
the date of Allotment, the loan must have been granted to our Company for the purpose of financing one or
more of the objects of the Offer, which is not applicable in the context of this Offer.

103
b. However, the relevant lock-in period shall continue post the invocation of the pledge referenced above, and the
relevant transferee shall not be eligible to transfer to the Equity Shares till the relevant lock-in period has
expired in terms of the SEBI ICDR Regulations.

Pursuant to Regulation 22 of the SEBI ICDR Regulations, Equity Shares held by our Promoter and locked-in,
as mentioned above, may be transferred to and amongst the members of our Promoter Group or to any new
promoter, subject to continuation of the lock-in in the hands of the transferees for the remaining period and
compliance with the SEBI Takeover Regulations, as applicable and such transferee shall not be eligible to
transfer them till the lock-in period stipulated in SEBI ICDR Regulations has expired.

Further, in terms of Regulation 22 of the SEBI ICDR Regulations, the Equity Shares held by persons other than
the Promoter prior to the Offer and locked-in for a period of six months from the date of Allotment in the Offer
may be transferred to any other person holding the Equity Shares which are locked-in along with the Equity
Shares proposed to be transferred, subject to continuation of the lock-in in the hands of transferees for the
remaining period and compliance with the SEBI Takeover Regulations. However, it should be noted that the
Offered Shares which will be transferred by the respective Selling Shareholder in the Offer for Sale shall not
be subject to lock-in.

3. Our Shareholding Pattern

The table below presents the shareholding pattern of our Company as on date of this Red Herring Prospectus:

104
 Category Nos. of No. of No. of No. of Total nos. Shareholdi Number of Voting Shareholding, as a % Number of Number of Number of
Category of shareholders fully Partly shares shares ng Rights held in each assuming full conversion of Locked in shares pledged equity
(I) Shareholde (III) paid-up paid-up under held as a class of securities* convertible securities (as a shares (XII) or otherwise shares
r equity equity Lying (VII)= % of (IX) percentage of diluted share encumbered held in
(II) shares shares Deposi- (IV)+ total capital) (XI)= (VII)+(X) (XIII) demateriali-
held held tory (V)+(VI) no. As a % of (A+B+ zed
(IV) (V) Receipts of C2) form
(VI) shares No of Total No. of Shareholding as a No. As a No. As a % (XIV)*
calculated Voting as a Shares % assuming (a) % (a) of
as Rights % Underlying full convers ion of of total
per of Outstanding convertible total Shares
SCRR, (A+B+ convertible securities Shares held (b)
1957) C) securities (as Held
As a % of (including ‘a percentage of (b)
(A+B+C2) Warrants) diluted
(X) share capita)
(XI)= (VII)+(X)
As a %
of (A+B+C2)
A Promoter
and
1 5,90,57,490 - - 5,90,57,490 88.38 5,90,57,490 88.38 - - - - - - 5,90,57,490
Promoter
Group
B Public* 50 77,63,362 - - 77,63,362 11.62 77,63,362 11.62 - - - - - - 77,63,362
Non
C Promoter- - - - - - - - - - - - - - - -
Non Public
Shares
C1 underlying - - - - - - - - - - - - - - -
DRs
Shares held
by
C2 - - - - - - - - - - - - - - -
Employee
Trusts
Total 51 6,68,20,852 - - 6,68,20,852 100.00 6,68,20,852 100.00 - - - - - - 6,68,20,852

105
4. The BRLMs and their associates (as defined under the SEBI Merchant Bankers Regulations) do not hold any
Equity Shares as on the date of this Red Herring Prospectus. The BRLMs and their respective affiliates may
engage in transactions with and perform services for our Company in the ordinary course of business or may in
the future engage in commercial banking and investment banking transactions with our Company, for which
they may in the future receive customary compensation.

Shareholding of our Directors and Key Managerial Personnel in our Company

Except as stated below, none of our Directors or Key Managerial Personnel holds any Equity Shares in our
Company as of the date of this Red Herring Prospectus:

Percentage of
Name of Directors/ Key Managerial
Sr. No. No. of Equity Shares total
Personnel
shareholding (%)
1. Binod Kumar Agarwal 5,90,57,490 88.382%
2. Ranjan Kumar Mohapatra 510 0.001%

5. As on the date of this Red Herring Prospectus, our Company has 51 shareholders.

Equity Shares held by the shareholders holding 1% or more of the paid-up capital of our Company:

a. The Shareholders holding 1% or more of the paid-up Equity Share capital of our Company as on the date of
this Red Herring Prospectus is as follows:

Number of Equity % of Total Paid-

Sr. No Particulars
Shares Up Capital
1. Binod Kumar Agarwal 5,90,57,490 88.38%
2. Sachin Mohanlal Kakrecha 14,28,571 2.14%
3. Ample Vyapaar Private Limited 11,90,476 1.78%

b. The Shareholders holding 1% or more of the paid-up Equity Share capital of our Company ten days prior to
the filing of this Red Herring Prospectus is as follows:

Number of Equity % of Total Paid-

Sr. No Particulars
Shares Up Capital
1. Binod Kumar Agarwal 5,90,57,490 88.38%
2. Sachin Mohanlal Kakrecha 14,28,571 2.14%
3. Ample Vyapaar Private Limited 11,90,476 1.78%

c. The Shareholders holding 1% or more of the paid-up Equity Share capital of our Company as on one year
prior to the date of this Red Herring Prospectus is as follows:

Number of Equity % of Total Paid-

Sr. No Particulars
Shares Up Capital
1. Binod Kumar Agarwal 5,84,30,547 98.93%
2. Anant Agarwal 6,25,413 1.05%

d. The Shareholders holding 1% or more of the paid-up Equity Share capital of our Company as on two years
the date of this Red Herring Prospectus is as follows:

% of the existing
Number of
Sr. No. Name of Shareholders total Paid-Up
Equity Shares
Capital
1. Binod Kumar Agarwal 11,45,737 99.99%

6. None of the Equity Shares being offered for sale through the Offer for Sale are pledged or otherwise
encumbered, as on the date of this Red Herring Prospectus.

106
 Except as disclosed in “Capital Structure – Notes to Capital Structure” on page no. 92, none of the members
of the Promoter Group or Directors and their immediate relatives have purchased or sold any securities of our
Company during the period of six months immediately preceding the date of this Red Herring Prospectus.

7. There have been no financing arrangements whereby our Promoter, members of our Promoter Group, our
Directors and their relatives have financed the purchase by any other person of securities of our Company,
during a period of six months immediately preceding the date of filing of this Red Herring Prospectus.

8. Our Company, our Directors and the BRLMs have not entered into any buy-back arrangements for the purchase
of Equity Shares being offered through this Offer.

9. No person connected with the Offer, including, but not limited to the BRLMs, the Syndicate Members, our
Company, the Promoter, Selling Shareholder, our Directors, or the members of the Promoter Group, shall offer
in any manner whatsoever any incentive, whether direct or indirect, in cash or kind or services or otherwise to
any Bidder for making a Bid, except for fees or commission for services rendered in relation to the Offer.

Except to the extent of sale of the offered shares in the Offer for Sale by the Selling Shareholder, none of our
Promoter or members of our Promoter Group will participate in the Offer.

10. The BRLMs and persons related to the BRLMs, or Syndicate Members cannot apply in the Offer under the
Anchor Investor Portion, except for Mutual Funds sponsored by entities which are associates of the BRLMs,
or insurance companies promoted by entities which are associates of the BRLMs or a FPI (other than
individuals, corporate bodies, and family offices) sponsored by entities which are associates of the BRLMs.

11. Other than the Selling Shareholder who will receive proceeds to for the Offer for Sale, none of the other
Promoter and members of the Promoter Group will receive any proceeds from the Offer.

12. The Equity Shares are fully paid-up and there are no partly paid-up Equity Shares as on the date of filing this
Red Herring Prospectus. The Equity Shares to be offered or transferred pursuant to the Offer shall be fully
paid-up at the time of Allotment, failing which no Allotment shall be made.

13. Except for the Equity Shares to be allotted pursuant to the Fresh Offer, our Company presently does not intend
or propose or is under negotiation or consideration to alter its capital structure for a period of six months from
the Bid/ Offer Opening Date, by way of split or consolidation of the denomination of Equity Shares or further
offer of Equity Shares, whether on a preferential basis or offer of bonus or rights or further public offer of
Equity Shares.

14. There will be no further offer of Equity Shares whether by way of offer of bonus shares, preferential allotment,
rights issue or in any other manner during the period commencing from filing of this Red Herring Prospectus
with SEBI until the Equity Shares have been listed on the Stock Exchanges or all application moneys have
been refunded to the Anchor Investors, or the application moneys are unblocked in the ASBA Accounts on
account of non-listing, under-subscription etc, as the case may be.

15. Our Company shall ensure that transactions in the Equity Shares by the Promoter and the Promoter Group, if
any, during the period between the date of filing of this Red Herring Prospectus and the date of closure of the
Offer shall be reported to the Stock Exchanges within 24 hours of the transactions.

16. Our Promoter and members of our Promoter Group will not submit Bids, or otherwise participate in this Offer,
except by way of participation as Selling Shareholder, as applicable, in the Offer for Sale.

17. There shall be only one denomination of Equity Shares, unless otherwise permitted by law.

18. Our Company shall comply with such disclosure and accounting norms as may be specified by SEBI from time
to time.

19. Any oversubscription to the extent of 1% of the Offer size can be retained for the purposes of rounding off to
the nearest multiple of minimum allotment lot while finalizing the Basis of Allotment.

107
 OBJECTS OF THE OFFER
The Offer comprises of a Fresh Issue of 1,47,50,000 Equity Shares and the Offer for Sale of 56,90,000 Equity
Shares, aggregating up to [●] at an Offer Price of ₹ [●] per Equity Share by our Company. For further details,
see “The Offer” beginning on page 76.

The Offer for Sale

The Selling Shareholder will be entitled to receive the proceeds of the Offer for Sale after deducting its
proportion of the Offer expenses and relevant taxes thereon. Our Company will not receive any proceeds from
the Offer for Sale. The proceeds of the Offer for Sale will be received by the Selling Shareholder and will not
form part of the Net Proceeds. For further details of the Offer for Sale, see ‘The Offer’ on page 76.

Fresh Issue

We intend to utilize the net proceeds of the Fresh Issue i.e. gross proceeds of the Fresh Issue less the Offer
related expenses apportioned to our Company (“Net Proceeds”) are proposed to meet the following objects:

1. Repayment and/or prepayment, in part or full, of certain of our outstanding borrowings availed by our
Company.
2. Investment in our subsidiaries HPPL, STBFL and JPPL for Repayment and/or prepayment, in part or
full, of certain of outstanding borrowings availed
3. Funding the incremental working capital requirements of our Company;
4. Investment in our subsidiaries HPPL, STBFL and JPPL for funding working capital requirements and
5. General corporate purposes.

(Collectively, referred to herein as the “Objects”).

In addition, we expect to achieve the benefits of listing of our Equity Shares on the Stock Exchanges, including
enhancement of our Company’s brand name and creation of a public market for our Equity Shares in India. It
will also provide liquidity to the existing shareholders and will also create a public trading market for the Equity
shares of our Company.

The main objects clause and the objects incidental and ancillary to the main objects clause as set out in the
Memorandum of Association enables our Company to undertake our existing business activities; and to
undertake the proposed activities for which the funds are being raised by us in the Fresh Issue.

Net Proceeds

The details of the proceeds of the Fresh Issue are summarized in the table below:

Particulars
Estimated amount (in ₹ Lakhs)
Gross proceeds from the Fresh Issue [●]
Less: Offer related expenses in relation to Fresh Issue (only those
[●]
apportioned to our Company)*
Net Proceeds** [●]
*The total Offer Expenses are estimated at ₹ [●] lakhs out of which ₹ [●] lakhs shall be borne by our Company and ₹ [●]
lakhs shall be borne by the Selling Shareholder.
**To be finalized upon determination of the Offer Price and updated in the Prospectus prior to filing with the RoC.

Requirement of Funds and Utilisation of Net Proceeds

The Net Proceeds are proposed to be utilized in accordance with the details provided hereunder:

Particulars Amount (in ₹ Lakhs)

Repayment and/or prepayment, in part or full, of certain of our outstanding
3,145.36
borrowings availed by our Company.

108
 Particulars Amount (in ₹ Lakhs)
Investment in our subsidiaries HPPL, STBFL and JPPL for Repayment and/or
2,082.14
prepayment, in part or full, of certain of outstanding borrowings availed
Funding incremental working capital requirements of our Company 1,350.00
Investment in our subsidiaries HPPL, STBFL and JPPL for funding working 1,074.00
capital requirements.
General corporate purpose* [●]
Net Proceeds* [●]

*To be finalized upon determination of the Offer Price and updated in the Prospectus prior to filing with RoC. The amount
utilized for general corporate purposes shall not exceed 25% of the Gross Proceeds of the Fresh Issue.

Deployment of funds and schedule of implementation

We propose to deploy the Net Proceeds for the aforesaid purposes in accordance with the estimated schedule
of implementation and deployment of funds set forth in the table below.
(in ₹ lakhs)

Amount to be Break-up of the

Particulars
funded from expenditure
Net Proceeds Fiscal 2025

Repayment and/or prepayment, in part or full, of certain of our

3,145.36 3,145.36
borrowings availed by our Company
Investment in our subsidiaries HPPL, STBFL and JPPL for
Repayment and/or prepayment, in part or full, of certain of 2,082.14 2,082.14
outstanding borrowings availed
Funding incremental working capital requirements of our
1,350.00 1,350.00
Company
Investment in our subsidiaries HPPL, STBFL and JPPL for
1,074.00 1,074.00
funding working capital requirements
General Corporate Purpose* [●] [●]
Net Proceeds* [●] [●]
*To be finalized upon determination of the Offer Price and updated in the Prospectus prior to filing with RoC. The amount
utilized for general corporate purposes shall not exceed 25% of the Gross Proceeds of the Fresh Issue.

Our fund requirements and proposed deployment of the Net Proceeds are based on our internal management
estimates as per our business plan based on current circumstances of our business prevailing market conditions.
Further, such fund requirements and proposed deployment of funds have not been appraised by any bank or
financial institution or any other independent agency. We may need to revise our estimates from time to time
in light of various factors such as changes in costs, our financial condition, business and strategy or external
circumstances such as market conditions, the economic conditions, changing regulatory policies, prevailing
competitive environment, interest or exchange rate fluctuations, which may not be in our control. This may
entail rescheduling the proposed utilization of the Net Proceeds and changing the allocation of funds from our
planned allocation at the discretion of our management, subject to compliance with applicable laws. In the
event that the estimated utilization out of the Net Proceeds in a Fiscal is not met (in part or full), such unutilized
amount shall be utilized in the succeeding Fiscal(s), as determined by our Company, in accordance with
applicable law.

In case we require additional capital towards meeting the objects of the Fresh Issue, our Company may explore
arrange of options including utilising internal accruals and availing additional debt from existing and/or future
lenders. In the event our Board deems appropriate, the amount allocated for estimated schedule of deployment
of Net Proceeds in a particular fiscal may be repaid/ pre-paid in part or full by us in the subsequent fiscal in
compliance with applicable laws. We believe that such alternate arrangements would be available to fund any
such shortfalls. If the actual utilisation towards any of the objects is lower than the proposed deployment, such
balance will be used for funding future growth opportunities, and/or towards funding any of the other existing
objects (if required), and/or general corporate purposes within the permissible limit in accordance with
applicable law.

109
 Our Company will invest in the subsidiary companies for Repayment and/or Pre-payment of the loan
obligations of the subsidiary companies and for funding of their working capital requirements in the form of a
debt instrument i,e. unsecured loans.

The proposed terms of the said debt to its subsidiaries shall be as follows:

Rate of Interest: 8% p.a.

Security: Unsecured
Moratorium: 6 (Six) Months from the date of Payment of loan to Subsidiaries
Period of loan: 3 (Three) years plus moratorium of 6 months
Terms of Repayment: 12 (Twelve) quarterly instalments which will start after the initial moratorium of 6
months.

For further details, please refer “Risk Factors” on page no. 66

Means of finance

The fund requirements set out above are proposed to be funded from the Net Proceeds. Accordingly, we
confirm that there are no requirements to make firm arrangements of finance under Regulation 7 of the SEBI
ICDR Regulations through verifiable means towards at least 75% of the stated means of finance, excluding the
amount to be raised from the Fresh Issue. In case of a shortfall in the Net Proceeds or any increase in the actual
utilisation of funds earmarked for the Objects, our Company may explore a range of options including utilizing
our internal accruals.

Details of the Objects

1. Repayment/prepayment, in part or full, of certain of our borrowings availed by our Company

Our Company has entered into various financing arrangements from time to time, with various lenders. We
avail majority of our fund based and non-fund based facilities in the ordinary course of business from various
banks and financial institutions. The financing arrangements availed by our Company include inter alia term
loans and working capital facilities. For further details, please refer “Financial Indebtedness” on page 358.

As on May 31, 2024, our outstanding borrowings (including fund based and non-fund based borrowings) was
₹ 24,533.37 Lakhs, on a consolidated basis. We propose to utilize an estimated amount of up to ₹ 3,145.36
Lakhs from the Net Proceeds towards prepayment or scheduled repayment of all or a portion of certain term
loans and working capital facilities availed by our Company on standalone basis.

Pursuant to the terms of the borrowing arrangements, prepayment of certain indebtedness may attract
prepayment charges as prescribed by the respective lender. Such prepayment charges, as applicable, will also
be funded out of the Net Proceeds. Given the nature of the borrowings and the terms of repayment/ prepayment,
the aggregate outstanding amounts under the borrowings may vary from time to time and our Company
may, in accordance with the relevant repayment schedule, repay or refinance some of their existing
borrowings prior to Allotment. In addition, our Company, from time to time, enter into further financing
arrangements and drawdown funds thereunder. In such cases or in case any of the borrowings listed below
are prepaid, repaid (earlier or scheduled), refinanced, in part or full, or further drawn down prior to the
completion of the Offer, or if any additional facilities are availed, we may utilize Net Proceeds towards
prepayment or repayment (earlier or scheduled) of such additional indebtedness availed by us and/ or interest
thereon, details of which shall be provided in the Red Herring Prospectus. In the event our Board deems
appropriate, the amount allocated for estimated schedule of deployment of Net Proceeds in a particular
Financial Year may be repaid/ pre-paid in part or full by our Company in the subsequent Financial Year in
compliance with applicable laws. Further, the amounts outstanding under the borrowings as well as the
sanctioned limits are dependent on several factors and may vary with the business cycle of our Company with
multiple intermediate repayments, drawdowns and enhancement of sanctioned limits.

We believe that such repayment or prepayment will help reduce our outstanding indebtedness and debt
servicing costs, improve our debt to equity ratio, and enable utilization of the internal accruals for further
investment towards business growth and expansion. In addition, we believe that this would improve our ability
to raise further resources in the future to fund potential business development opportunities. The selection of
borrowings proposed to be prepaid or repaid amongst our borrowing arrangements will be based on various

110
factors, including (i) maturity profile and the remaining tenor of the loan, (ii) cost of the borrowing, including
applicable interest rates, (iii) any conditions attached to the borrowings, restricting our ability to prepay/
repay the borrowings and time taken to fulfil, or obtain waivers for fulfilment of such conditions, or relating to
the terms of repayment, (iv) levy of any prepayment penalties and the quantum thereof, (v) provisions of any
laws, rules and regulations governing such borrowings, and (vi) other commercial considerations including,
among others, the amount of the loan outstanding. The payment of additional interest, prepayment penalty
or premium, if any, and other related costs required to be paid under the terms of the relevant financing
agreements, if any, shall be paid by us out of the internal accruals or out of the Net Proceeds as may be declared
by our Board

We believe that the pre-payment or scheduled repayment of certain borrowings will help reduce our existing
borrowings, assist us in maintaining a favourable debt-equity ratio and enable utilization of our internal accruals
for further investment in business growth and expansion.

The following table provides details of the loans and facilities as at May 31, 2024, we propose to pre-pay or
repay, either in part or full, by utilizing an estimated amount of up to ₹ 3,145.36 Lakhs from the Net Proceeds:

This page is intentionally left blank

111
SHREE TIRUPATI BALAJEE AGRO TRADING CO. LTD. (₹ In Lakh)
Amount
Amount proposed to
Tenor/ Pre-
Name of Nature of Amount outstanding Purpose for which be funded
Sanction Date Repayment Rate of interest payment
lender Borrowing sanctioned as on May 31, loan was utilized* through
Schedule Penalty
2024 the Net
Proceeds
Guaranteed Working Capital 1% above RBLR. 376.20
Emergency 800.00 February 04, 2021 376.20 Term Loan during 60 Months Nil
Presently 9.25%
Credit Line the COVID period
Bank of
Guaranteed
India Working Capital
Emergency November 29, 1% above RBLR. 354.36
520.00 354.36 Term Loan during 60 Months Nil
Credit Line 2021 Presently 9.25%
the COVID period
(Extension)
Guaranteed Working Capital
December 15, Repo+2.75% pa
Emergency 238.00 89.25 Term Loan during 5 Years Nil 89.25
2020 Presently 9.25%
Axis Bank Credit Line the COVID period
Ltd. Guaranteed
Working Capital
Emergency Repo+ 2.75%
110.00 January 20, 2022 98.54 Term Loan during 6 Years Nil 98.54
Credit Line Presently 9.25%
the COVID period
(Extension)
9.75% (PLR-
December 04, For setting up of
Term Loan 825.00 471.57 84 Months 10.95%) Presently 3.00% 471.57
2020 Solar Plant
SVC Co. 9.75%
Operative Guaranteed
Working Capital (PLR-11.45%) i.e.
Bank Ltd. Emergency
259.00 January 28, 2022 242.80 Term Loan during 72 Months 9.25% p.a. Presently Nil 242.80
Credit Line
the COVID period 9.25%
(Extension)
Guaranteed Working Capital EBLR+1% or 9.25%
Emergency 240.00 January 11, 2021 117.51 Term Loan during 60 Months whichever is lower Nil 117.51
Union Bank
Credit Line the COVID period Presently 9.25%
of India
Guaranteed November 15, Working Capital 1 Year MCLR
120.00 102.50 72 Months Nil 102.50
Emergency 2021 Term Loan during 0.60%.

112
 Credit Line the COVID period industryPresently
(Extension) 9.25%
9.25%. the spread
rate (2.32) will be
Guaranteed Working Capital modified basis on the
HDFC Bank
Emergency 119.50 January 08, 2021 67.16 Term Loan during 60 Months TBILL rate Nil 67.16
Ltd.
Credit Line the COVID period applicable on loan
booking date.
Presently 9.25%
2.10% above Repo
For Purchase of
Term Loan 55.00 May 22, 2023 36.79 36 Months Rate Presently 3.00% 36.79
Plant & Machinery
SIDBI (4E- 8.60%
FIN) 2.10% above Repo
For Purchase of
Term Loan 408.00 July 25, 2023 373.97 60 Months Rate Presently 3.00% 373.97
Plant & Machinery
8.60%
Applicable MCLR
For Purchase of
Term Loan 155.00 January 28, 2020 58.64 70 Months 6M+ 0.45% Nil 58.64
Machinery
Presently 9.00%
Applicable MCLR
For General
Term Loan 185.00 January 28, 2020 52.16 60 Months 6M +0.45% Nil 52.16
Kotak Corporate Purpose
Presently 9.10%
Mahindra
Applicable Rate of
Bank Guaranteed Working Capital
Interest 7.45% Fixed
Emergency 263.00 January 19, 2021 119.08 Term Loan during 60 Months Nil 119.08
for the entire tenure
Credit Line the COVID period
of the facility.
Applicable Repo
For Purchase of Rate + 3.50%
Term Loan 325.00 July 18, 2021 161.58 60 Months Nil 161.58
Plant & Machinery (Spread) Presently
10%
SIDBI For Purchase of 7.88%p.a. Presently
Term Loan 240.00 July 26, 2021 107.36 60 Months 3.00% 107.36
(Pratham) Plant & Machinery 7.88%
For setting up of 8.43% p.a. Presently
SIDBI Term Loan 58.76 March 02, 2021 22.95 60 Months 3.00% 22.95
Solar Plant 8.43%

113
 TATA Working 11.00% p.a. i.e. ROI
Capital Capital December 23, Working Capital equal to STLR less
300.00 292.94 1 Year 4.00% 292.94
Financial Demand 2022 Requirements 9.35% Presently
Services Ltd. Loan 11.25%
Total 5,221.26 3,145.36 3,145.36

[Remainder of this page intentionally kept blank]

114
 In case we are unable to raise the Offer Proceeds till the due date for repayment of any of the above-
mentioned portion of the loans, the funds earmarked for such repayment that is ₹3,145.36 Lakhs from the
Net Proceeds may be utilised for payment of future instalments of the above-mentioned loan.

The selection of borrowings proposed to be repaid/pre-paid by us shall be based on various factors including
(i) any conditions attached to the borrowings restricting our ability to prepay the borrowings and time taken to
fulfil such requirements, (ii) levy of any prepayment penalties and the quantum thereof, (iii) other commercial
considerations including, among others, the interest rate on the loan facility, the amount of the loan outstanding
and the remaining tenor of the loan, (iv) receipt of consents for prepayment and (v) provisions of any law, rules,
regulations governing such borrowings. Further, our Company has obtained written consents from the lenders
for undertaking the Offer.

No portion of the Net Proceeds, that will be utilised for repayment/ prepayment, in full or part, of certain
borrowings availed by our Company will be directly or indirectly routed to our Promoter, members of the
Promoter Group, Group Companies or associates.

Payment of additional interest, prepayment penalty or premium, if any, and other related costs shall be made
by us out of the internal accruals or out of the Net Proceeds as may be decided by our Company. Given the
nature of the abovementioned borrowings and the terms of repayment, the aggregate outstanding borrowing
amounts which we propose to repay may vary from time to time. In light of the above, if at the time of filing
this Red Herring Prospectus or after that date, any of the above- mentioned loans or facilities may be repaid in
part or full or refinanced and our Company may also avail additional borrowings and/or draw down further
funds under existing loans from time to time. Accordingly, the table above shall be suitably revised to reflect
the revised amounts or loans as the case may be which have been availed by our Company or our Subsidiaries.
In addition to the above, we may, from time to time, enter into further financing arrangements and draw down
funds thereunder. In such cases or in case any of the above loans are prepaid, repaid, redeemed (earlier or
scheduled), refinanced or further drawn down prior to the completion of the Offer, we may utilize Net Proceeds
towards prepayment and/or repayment of such additional indebtedness availed by us, details of which shall be
provided in the Red Herring Prospectus. For further details please see “Risk Factor - In addition to the existing
indebtedness our Company or our Subsidiaries, may incur further indebtedness during the course of
business. We cannot assure that our Company or our Subsidiaries would be able to service the existing and/
or additional indebtedness” on page 43.

In accordance with Clause 9(A)(2)(b) of Part A of Schedule VI of the SEBI ICDR Regulations which requires
a certificate from the statutory auditor certifying the utilization of loan for the purposed availed, our Company
has obtained the requisite certificate dated July 23, 2024 from M.S. Dahiya & Co, Chartered Accountants.

We confirm that except for the moratorium availed by our Company is respect of any of the above mentioned
loans, there have been no instances of delays, defaults and rescheduling / restructuring of our borrowings or
loans.

For further details in relation to our borrowings, please see “Financial Indebtedness” on page 358.

2. Investment in our subsidiaries HPPL, STBFL and JPPL for Repayment and/or prepayment, in part or
full, of certain of outstanding borrowings availed

Our Subsidiaries, HPPL, STBFL and JPPL have entered into various financing arrangements from time to time,
with various lenders. We avail majority of our fund based and non-fund based facilities in the ordinary course
of business from various banks and financial institutions. The financing arrangements availed by Subsidiaries
i.e. HPPL, STBFL and HPPL include inter alia term loans and working capital facilities. For further details,
please refer “Financial Indebtedness” on page 358.

As on May 31, 2024, our outstanding borrowings (including fund based and non-fund based borrowings) was
₹ 24,533.37 Lakhs, on a consolidated basis. We propose to utilize an estimated amount of up to ₹ 2,082.14
Lakhs from the Net Proceeds towards prepayment or scheduled repayment of all or a portion of certain term
loans and working capital facilities availed by our Subsidiary, HPPL, STBFL and JPPL.

Pursuant to the terms of the borrowing arrangements, prepayment of certain indebtedness may attract
prepayment charges as prescribed by the respective lender. Such prepayment charges, as applicable, will

115
also be funded out of the Net Proceeds. Given the nature of the borrowings and the terms of repayment/
prepayment, the aggregate outstanding amounts under the borrowings may vary from time to time and
our Company may, in accordance with the relevant repayment schedule, repay or refinance some of
their existing borrowings prior to Allotment. In addition, our Company and our Subsidiaries may, from
time to time, enter into further financing arrangements and drawdown funds thereunder. In such cases or in
case any of the borrowings listed below are prepaid, repaid (earlier or scheduled), refinanced, in part or
full, or further drawn down prior to the completion of the Offer, or if any additional facilities are availed, we
may utilize Net Proceeds towards prepayment or repayment (earlier or scheduled) of such additional
indebtedness availed by us and/ or interest thereon, details of which shall be provided in the Red Herring
Prospectus. In the event our Board deems appropriate, the amount allocated for estimated schedule of
deployment of Net Proceeds in a particular Financial Year may be repaid/ pre-paid in part or full by our
Company in the subsequent Financial Year in compliance with applicable laws. Further, the amounts
outstanding under the borrowings as well as the sanctioned limits are dependent on several factors and may
vary with the business cycle of our Subsidiaries with multiple intermediate repayments, drawdowns and
enhancement of sanctioned limits.

We believe that such repayment or prepayment will help reduce our outstanding indebtedness on a consolidated
basis and debt servicing costs, improve our debt to equity ratio, and enable utilization of the internal accruals
for further investment towards business growth and expansion. In addition, we believe that this would improve
our ability to raise further resources in the future to fund potential business development opportunities. The
selection of borrowings proposed to be prepaid or repaid amongst our borrowing arrangements will be
based on various factors, including (i) maturity profile and the remaining tenor of the loan, (ii) cost of the
borrowing, including applicable interest rates, (iii) any conditions attached to the borrowings, restricting
our ability to prepay/ repay the borrowings and time taken to fulfil, or obtain waivers for fulfilment of such
conditions, or relating to the terms of repayment, (iv) levy of any prepayment penalties and the quantum thereof,
(v) provisions of any laws, rules and regulations governing such borrowings, and (vi) other commercial
considerations including, among others, the amount of the loan outstanding. The payment of additional
interest, prepayment penalty or premium, if any, and other related costs required to be paid under the terms of
the relevant financing agreements, if any, shall be paid by us out of the internal accruals or out of the Net
Proceeds as may be declared by our Board

We believe that the pre-payment or scheduled repayment of certain borrowings will help reduce our existing
borrowings, assist us in maintaining a favourable debt-equity ratio and enable utilization of our internal accruals
for further investment in business growth and expansion.

The following table provides details of the loans and facilities as at May 31, 2024, we propose to pre-pay or
repay, either in part or full, by utilizing an estimated amount of up to ₹ 2,082.14 Lakhs from the Net Proceeds:

[Remainder of this page intentionally kept blank]

116
SHREE TIRUPATI BALAJEE FIBC LTD.
(₹ In Lakhs)
Amount
Amount proposed to
Tenor/ Rate of interest Pre-
Name of Type of Amount outstanding Purpose for which be funded
Sanction Date Repayment As per latest payment
lender borrowing sanctioned as on May 31, loan was utilized* through
Schedule renewal Penalty
2024 the Net
Proceeds
0.65% above
RBLR i.e.
9.35%with
Guaranteed Working Capital monthly rests
Emergency 300.00 August 21, 2020 32.08 Term Loan during 48 Months subject to Nil 32.08
Credit Line the COVID period maximum
effective ROI to
be capped at
9.25% p.a.
0.65% above
Bank of
RBLR i.e.
India
9.35%with
Guaranteed
Working Capital monthly rests
Emergency December 07,
300.00 163.17 Term Loan during 48 Months subject to Nil 163.17
Credit Line 2021
the COVID period maximum
(Extension)
effective ROI to
be capped at
9.25% p.a.
8.85% Presently 2.64
Car Loan 17.65 February 06, 2020 2.64 For Car Loan 60 Months Nil
10.20%
RBLR 9.35% +
For Building and
Term Loan 485.00 May 17, 2022 431.90 7 Years CRP of 1.59% 2.00% 431.90
Plant & Machinery
Presently 10.94%
Axis Bank Guaranteed 185.00 August 20, 2020 10.28 Working Capital 4 Years 9.25% p.a. Nil 10.28

117
 Ltd. Emergency Term Loan during Repo+4.00% p.a.
Credit Line the COVID period not exceeding
9.25%
Guaranteed Working Capital 9.25% p.a.
Emergency Term Loan Repo+4.00% p.a.
200.00 January 12, 2022 172.22 5 Years Nil 172.22
Credit Line provided during the not exceeding
(Extension) COVID period 9.25%
For Building and Repo +4.25%
Term Loan 1100.00 April 19, 2022 908.77 7 Years Nil 908.77
Plant & Machinery Presently 10.75%
Total 2,587.65 1,721.06 1,721.06

JAGANNATH PLASTICS PVT. LTD.

(₹ In Lakhs)
Amount
Tenor proposed to
Amount Purpose for Rate of interest Pre-
Name of Type of Amount /Repayme be funded
Sanction Date outstanding as on which loan As per latest payment
lender borrowing sanctioned nt through
May 31, 2024 was utilized* renewal Penalty
Schedule the Net
Proceeds
Working
BRLLR+1% p.a.
Guaranteed Capital Term
September 19, with monthly 34.48
Emergency 412.00 34.48 Loan during 48 Months Nil
2020 rates Presently
Credit Line the COVID
9.25%
Bank of period
Baroda Working
Guaranteed BRLLR + 1% p.a.
Capital Term
Emergency December 03, with monthly
210.00 175.02 Loan during 5 Years Nil 175.02
Credit Line 2021 rates Presently
the COVID
(Extension) 9.25%
period
For setting up 8.43% Presently
SIDBI Term Loan 203.20 March 04, 2021 75.47 60 Months 3.00% 75.47
of Solar Plant 8.43%
Total 825.20 284.97 284.97

118
HONOURABLE PACKAGING PVT. LTD.
(₹ In Lakhs)
Amount
Amount
Purpose for proposed to
Amount outstandin Tenor/Repay Pre-
Name of Type of which loan Rate of interest be funded
sanctione Sanction Date g as on ment payment
lender borrowing was As per latest renewal through
d May 31, Schedule Penalty
utilized* the Net
2024
Proceeds
June 04, 2020
Working 9.25% p.a. which is
(Originally sanctioned
Capital 2.75%(Spread/Markup)
Guaranteed by Bank of Baroda
Term Loan over and above the
Emergency 110.00 then Yes Bank 3.45 5 Years Nil 3.45
during the External Benchmark
Credit Line takeover the same
COVID Lending Rate Presently
sanction letter dated
Yes Bank period 9.25%
August 05, 2021)
Ltd.
Working 9.25% p.a. which is
Guaranteed Capital 2.75%(Spread/Markup)
Emergency Term Loan over and above the
56.00 January 28, 2022 50.81 60 Months Nil 50.81
Credit Line during the External Benchmark
(Extension) COVID Lending Rate Presently
period 9.25%
For setting
8.35% p.a. Presently
SIDBI Term Loan 58.76 March 02, 2021 21.85 up of Solar 60 Months 3.00% 21.85
8.35%
Plant
Total 224.76 76.11 76.11

119
In case we are unable to raise the Offer Proceeds till the due date for repayment of any of the above-
mentioned portion of the loans, the funds earmarked for such repayment that is ₹2,082.14 Lakhs from the
Net Proceeds may be utilised for payment of future instalments of the above-mentioned loan.

The selection of borrowings proposed to be repaid/pre-paid by us shall be based on various factors including
(i) any conditions attached to the borrowings restricting our ability to prepay the borrowings and time taken to
fulfil such requirements, (ii) levy of any prepayment penalties and the quantum thereof, (iii) other commercial
considerations including, among others, the interest rate on the loan facility, the amount of the loan outstanding
and the remaining tenor of the loan, (iv) receipt of consents for prepayment and (v) provisions of any law, rules,
regulations governing such borrowings. Further, our Subsidiaries have obtained written consents from the
lenders for undertaking the Offer.

No portion of the Net Proceeds, that will be utilised for repayment/ prepayment, in full or part, of certain
borrowings availed by our Subsidiaries, HPPL, STBFL and JPPL, will be directly or indirectly routed to our
Promoter, members of the Promoter Group, Group Companies or associates. To the extent our Company
deploys the Net Proceeds in our Subsidiaries, HPPL, STBFL and JPPL, for the purpose of prepayment or
repayment of all or a portion of the abovementioned borrowings, it shall be in the form of debt.

Our Company will invest in the subsidiary companies for Repayment and/or Pre-payment of the loan
obligations of the subsidiary companies and for funding of their working capital requirements in the form of a
debt instrument i,e. unsecured loans.

The proposed terms of the said debt to its subsidiaries shall be as follows:

Rate of Interest: 8% p.a.

Security: Unsecured
Moratorium: 6 (Six) Months from the date of Payment of loan to Subsidiaries
Period of loan: 3 (Three) years plus moratorium of 6 months
Terms of Repayment: 12 (Twelve) quarterly instalments which will start after the initial moratorium of 6
months.

Payment of additional interest, prepayment penalty or premium, if any, and other related costs shall be made
by us out of the internal accruals or out of the Net Proceeds as may be decided by our Company. Given the
nature of the abovementioned borrowings and the terms of repayment, the aggregate outstanding borrowing
amounts which we propose to repay may vary from time to time. In light of the above, if at the time of filing
this Red Herring Prospectus or after that date, any of the above- mentioned loans or facilities may be repaid in
part or full or refinanced and our Company may also avail additional borrowings and/or draw down further
funds under existing loans from time to time. Accordingly, the table above shall be suitably revised to reflect
the revised amounts or loans as the case may be which have been availed by our Company or our Subsidiaries.
In addition to the above, we may, from time to time, enter into further financing arrangements and draw down
funds thereunder. In such cases or in case any of the above loans are prepaid, repaid, redeemed (earlier or
scheduled), refinanced or further drawn down prior to the completion of the Offer, we may utilize Net Proceeds
towards prepayment and/or repayment of such additional indebtedness availed by us, details of which shall be
provided in the Red Herring Prospectus. For further details please see “Risk Factor - In addition to the existing
indebtedness our Company or our Subsidiaries, may incur further indebtedness during the course of
business. We cannot assure that our Company or our Subsidiaries would be able to service the existing and/
or additional indebtedness” on page 43.

We propose to pre-pay or repay, either in part or full, by utilizing an estimated amount of up to ₹ 2,082.14
Lakhs from the Net Proceeds:
(Rs. In Lakhs)
Amount
proposed to
Amount outstanding
Name of the Company be funded
as on May 31, 2024
through
the Net Proceeds
Shree Tirupati Balajee FIBC Limited (Subsidiary) 1,721.06 1,721.06
Jagannath Plastics Private Limited (Subsidiary) 284.97 284.97
Honourable Packaging Private Limited (Subsidiary) 76.11 76.11
Total 2,082.14 2,082.14

120
 In accordance with Clause 9(A)(2)(b) of Part A of Schedule VI of the SEBI ICDR Regulations which requires
a certificate from the statutory auditor certifying the utilization of loan for the purposed availed, our Company
has obtained the requisite certificate dated July 23, 2024 from M.S. Dahiya & Co, Chartered Accountants.

We confirm that except for the moratorium availed by our Subsidiaries is respect of any of the above mentioned
loans, there have been no instances of delays, defaults and rescheduling / restructuring of our borrowings or
loans. For further details in relation to our Subsidiaries in concern and its financials, please see “Details
regarding our Subsidiaries” on page 227.

For further details in relation to our borrowings, please see “Financial Indebtedness” on page 358.

3. Funding incremental working capital requirements of our Company

The industry in which we operate is highly working capital intensive. We fund our working capital
requirements in the ordinary course of business from our internal accruals and financing from various banks
and financial institutions. As on May 31, 2024 our Company (on consolidated basis) has total sanctioned limit
of working capital facilities of ₹ 19,300.00 Lakhs, including fund-based and non-fund-based limits and has
utilized ₹ 18,887.81 Lakhs.

The total fund-based and non-fund-based limits sanctioned by banks for our Company and its subsidiaries for
the working capital facilities amount to ₹19,300.00 Lakhs.
(in Rs. lakhs)

Sanctioned Amount as of Amount Outstanding as

Category of Borrowings
May 31, 2024 of May 31, 2024

Secured Borrowings
(i) Term Loans 9,337.09 5,250.79
(ii)Working Capital Term Loans/Cash Credit 19,300.00^ 18,887.81
(iii)Vehicle Loan 17.65 2.64
(iv) Bank Guarantee against 100% TDR 17.13 17.13
Total Secured Borrowings (A) 28,671.87 24,158.37
Unsecured Borrowings
Total Unsecured Borrowings (B) 375.00 375.00
Grand Total (A +B) 29,046.87 24,533.37
^ Includes:
1. Fund-based and non-fund-based limits sanctioned by Banks: ₹ 18,500 Lakhs.
2. Tata Capital Demand Loan: ₹ 300 Lakhs
3. Adhoc limit EPC from BOI: ₹ 500 Lakh

The segregation for the Company and subsidiary in relation to working capital facility as on May 31, 2024 is as
stated below:

Shree Tirupati Balajee Agro Trading Company Limited

(in Rs. lakhs)
Sanctioned Amount as on Outstanding Amount as on
Particulars 31.05.2024 31.05.2024
Total Working capital limit 10,700.00 10,504.78
Total Term Loan Limit 5,717.13 3,171.29
Performance Guarantee against 100%
5.88 5.88
margin

Shree Tirupati Balajee FIBC Limited

(in Rs. lakhs)
Sanctioned Amount as on Outstanding Amount as on
Particulars 31.05.2024 31.05.2024

121
 Total Working capital limit 6,000.00 5,842.32
Total Term Loan Limit 2,570.00 1,718.42
Performance Guarantee against 100%
7.57 7.57
margin
Vehicle Loan 17.65 2.64

Jagannath Plastics Private Limited

(in Rs. lakhs)
Sanctioned Amount as on Outstanding Amount as on
Particulars 31.05.2024 31.05.2024
Total Working capital limit 2,050.00 1,995.76
Total Term Loan Limit 825.20 284.97
Performance Guarantee against 100%
3.68 3.68
margin

Honourable Packaging Private Limited

(in Rs. lakhs)
Sanctioned Amount as on Outstanding Amount as on
Particulars 31.05.2024 31.05.2024
Total Working capital limit 550.00 544.95
Total Term Loan Limit 224.76 76.11

Our Company and its subsidiaries propose to utilize ₹ 2,424 Lakhs of the Net Proceeds towards to fund our
working capital gap. The balance portion of our working capital requirement will be arranged from internal
accruals and/or borrowings from banks and financial institutions. Our Company and its Subsidiaries engaged in
the similar line of business need fund based working capital limit, during fiscal year 2025 towards (i) Expanding
the market share in the existing export countries and new countries across the globe. (ii) to ensure regular supply
of raw materials at reasonable price (iii) to maintain long term relationships with the customers to supply goods
to them at the moderate terms and conditions to compete in the International Market.

Since, we have worked out consolidated working capital requirement of the Companies and therefore, the
required working capital of Rs. 2,424.00 Lakhs has been allotted in proportion of their existing Fund based
sanctioned working capital limit. The details are as follows:
(Rs. In Lakhs)
Allocation of
Sanctioned Fund Based
Name of the Company Incremental
Limit
Working Capital
Shree Tirupati Balajee Agro Trading Company
10,400.00 1,350.00
Limited
Shree Tirupati Balajee FIBC Limited (Subsidiary) 5,500.00 725.00
Jagannath Plastics Private Limited (Subsidiary) 2,050.00 250.00
Honourable Packaging Private Limited (Subsidiary) 550.00 99.00
Total 18,500.00 2,424.00

The breakup of outstanding working capital loan and outstanding term loan of the Company and its
subsidiaries is as stated below:

Particulars As on 31.05.2024
Shree Tirupati Balajee Agro Trading Company Limited
GECL/ Working Capital 1,860.34
Term Loan 1,285.02
Total (A) 3,145.36

Shree Tirupati Balajee FIBC Limited (Subsidiary)

GECL/ Working Capital 377.75
Term Loan 1,343.31

122
 Total (B) 1,721.06

Jagannath Plastics Private Limited (Subsidiary)

GECL/ Working Capital 209.50
Term Loan 75.47
Total (C) 284.97

Honourable Packaging Private Limited (Subsidiary)

GECL/ Working Capital 54.26
Term Loan 21.85
Total (D) 76.11

Total (A+B+C+D) 5,227.50

For further information, see “Financial Indebtedness” and “Restated Consolidated Financial Statements” on
pages 358 and 255 respectively.

Basis of estimation of incremental working capital requirement

The details of our Company’s working capital as at March 31, 2024, March 31, 2023 and March 31, 2022,
derived from the restated consolidated financial statements of our Company and source of funding of the same
are provided in the table below:
Amount (Rs in Lakhs)
31-Mar-24 31-Mar-23 31-Mar-22
Particulars
Audited Audited Audited
Current Assets
Inventories 25,209.85 20,146.26 19,414.95
Trade Receivables 9,285.47 5,106.91 4,817.77
Short Term Loans and Advances 3,088.36 407.13 1,115.59
Other Current Assets 3,261.26 3,193.34 2,978.02
Total Current Assets (Other than Cash
40,844.94 28,853.64 28,326.33
and Cash Equivalents) (A)
Current Liabilities#
Trade Payables 3,431.07 902.38 1,655.83
Other Current Liabilities 2,180.47 1,190.27 990.81
Total Current Liabilities (B) 5,611.54 2,092.65 2,646.64
Total Working Capital Requirement (A-B) 35,233.40 26,760.99 25,679.69
Funding Pattern
Working Capital Funding from Banks and
20,535.58 17,210.35 17,937.18
Financial Institutions
Funded through internal accruals* and other
14,697.82 9,550.64 7,742.51
borrowings
Total 35,233.40 26,760.99 25,679.69
**Internal Accruals = Total working capital requirement less short term borrowings.

Holding Period No. of Days No. of Days No. of Days

Current Assets
Inventories 221 235 240
Trade Receivables 49 38 39
Current Liabilities
Trade Payables 19 15 35
Note: As certified by M.S. Dahiya & Co, Chartered Accountants, by way of their certificate dated July 23,
2024.
#The above figures have been taken from the audited Restated Consolidated Financial Statements wherein
they have been regrouped/ reclassified/ restated by the Statutory Auditors in accordance with IND AS as
well as SEBI ICDR Regulations.

123
On the basis of our existing working capital requirements,our Board pursuant to its resolution dated July 31,
2024 has approved the working capital requirements of our Company, details of which are provided below:

Amount (Rs in Lakhs)

31-Mar-25
Particulars
Projected
Current Assets*
Inventories 27,515.73
Trade Receivables 9,444.07
Short Term Loans and Advances 950.00
Other Current Assets 3,500.00
Total Current Assets (Other than Cash and Cash Equivalents) (A) 41,409.80
Current Liabilities#
Trade Payables 940.81
Other Current Liabilities 757.11
Total Current Liabilities (B) 1,697.92
Working Capital Gap (A – B) 39,711.88
Less: Existing Bank Borrowings (Including current maturities of long term debt) 18,522.48
Net Working Capital Requirement 21,189.40
Proposed Working Capital to be funded from IPO 2,424.00
Funded through internal accruals and other borrowings 18,765.40
Assumptions for Working Capital Requirements
Current Assets
Inventories 224
Trade Receivables 53
Current Liabilities
Trade Payables 18
Our Company proposes to utilize Rs. 2,424.00 Lakhs from the Net Proceeds towards funding the long-term
working capital requirements of the Company and subsidiaries.
Assumption for working capital requirements
The table below contains the details of the holding levels and justifications for holding period levels on the
basis of audited consolidated financial statements of our Company and the assumptions based on which the
working plan projects has been made and approved by our Board of Directors is as under:
Key assumptions for working capital projections made by our Company:

Sr. Particulars Assumptions

No.
Current Assets
1 Inventories: Being an order driven company and produces customized products, in order to
achieve cost competitiveness and shorter lead times, we need to maintain efficient
inventory levels. In Fiscals 2024, 2023 and 2022 our inventory days were 221 days,
235 days and 240 days, respectively. We have estimated 224 days of inventory for
Fiscal 2025 respectively to ensure adequate availability due to addition of capacity
and our expected organic growth.
2 Trade receivables In Fiscals 2024, 2023 and 2022 our receivable days were 49 days, 38 days and 39
days, respectively. We expect the receivable days at 53 days for Fiscal 2025 with
the availability of Net Proceeds. The customers have become more demanding and
needs extended credit facility which would have definite burden over the holding
period of Trade Receivables. The receivables have been projected on the basis of
trend of our ongoing business.
3 Other current The key items under this head are prepaid expenses, advance to suppliers, balance
assets including with government authorities etc. However, going forward, we do not foresee any
Short term loans major change.
and advances
Current Liabilities

124
 Sr. Particulars Assumptions
No.
4 Trade payables Our trade payables have been for 19 days, 15 days and 35 days for period ended
Fiscals 2024, 2023 and 2022, respectively. However, going forward we estimate
to maintain payables at 18 days for Fiscal 2025 to avail best pricing and also buy
from large suppliers. There is a major variation in the trade payable period due to
various reasons. The Level of creditors depends upon the raw material
requirement. If the price of Raw Material is likely to increase or the supplier
provides some incentives upon lifting of particular quantity then we purchase bulk
quantity of raw material and accordingly, the level of trade payables increases.
Likewise, if we have liquid funds in hand then the Company purchases the material
in cash at discounted price or else make the payment of Trade Payables. In that
case, the level of Trade payable is reduced.
5 Other current Other current liabilities include provisions, statutory dues, expenses payable, etc.
liabilities However, going forward, we do not foresee any major change.
The aforementioned working capital estimates and projections have been approved by the Board through their
resolution dated July 31, 2024.
There was notable increase in working capital, primarily attributed to a substantial rise in transaction volume
and revenue generation. This surge in business activity has positively impacted our overall working capital
position. Despite this encouraging trend, it is essential to highlight that our trade receivable and inventory
holding period have remained within the same range for the period. However, the significant increase in
transaction volume has led to a discernible expansion in the working capital gap.

The increase in working capital is driven by several factors in our Company:

(i) Rise in Turnover and increase in the customer base: Year-on-year turnover has increased from Rs. 47,543.33
lakhs for FY 2022-23 to Rs. 53,966.08 lakhs for FY 2023-24, resulting in higher working capital requirements,
bank borrowings, and funds from internal accruals and equity sources. The increase signifies the company's
course of development. To meet the customer demand, we need to increase our supply and this in turn requires
an increase in our day-to day working capital requirement which is in the normal course of the Company's
growth.

(ii) Impact of Transaction Volume and Revenue Generation: Notable growth in transaction volume and revenue
generation for the fiscal year 2024 has positively influenced the overall working capital position. However, this
surge has also led to an expansion in the working capital gap.

(iii) Inventory Holding Period: The inventory holding period decreased from 235 days in March 2023 to 221
days in Fiscal 2024.

(iv) Trade Receivables: The trade receivables holding period increased from 38 days to 49 days from March
2023 to March 2024.This was influenced by customer demands for extended credit periods.

(ii) Reduction in Trade Payables and Other Liabilities: Our Company plans to reduce its trade payables and
other current liabilities in the fiscal year 2024-25. The available funds will be utilized for this purpose, aiming
to reduce dependence on market credit and lower input costs, ultimately benefiting shareholders. This strategic
move is expected to optimize the company's financial position and improve its overall stability.

The change in working capital requirement is primarily driven by fluctuations in revenue from operations,
although it is not the sole determinant. Businesses have to assess various factors including operational efficiency,
changes in payment terms, capital expenditures, and credit policies to effectively manage its working capital
needs. As of March 31, 2024, the working capital requirement stood at Rs. 35,233.40 lakhs and was projected
to be Rs. 39,711.88 lakhs as of March 31, 2025; while the working capital requirement in absolute terms has
increased compared to the year ended March 31, 2024. Despite external pressures such as the Ukraine-Russia
War and the Red Sea Crisis impacting inventory holdings, resulting in a temporary increase, the company
projected to maintain previous levels, aligning with past trends.

We are giving herewith Revenue from operations and working capital requirement etc. of respective period:

125
 (Rs. in Lakhs)
Year Ended Year Ended Year Ended
Particulars 31.03.2023 31.03.2024 31.03.2025
(Audited) (Audited)) (Projected)
Revenue from Operation 47,543.33 53,966.08 64,759.30
Working Capital Requirement 26,760.99 35,233.40 39,711.88
Increase/decrease in requirements in %
4.21 31.66 12.71
from the previous year/period
Inventories 20,146.26 25,209.85 27,515.73
Growth in Inventories (in %) 3.77 21.53 9.15
Inventory Holding (Days) 235 221 224
Trade Receivables 5,106.91 9,285.47 9,444.07
Growth in trade receivables (in %) 6.00 81.82 1.71
Receivables Holding (Days) 38 49 53
Trade Payables 902.38 3,431.07 940.81
Growth in trade payables (in %) -45.50 280.22 -72.58
Trade Payables Holding (Days) 15 19 18

This estimation of revenue projections for Fiscal 2025 are based on management estimates, industry growth and
past performance of our Company.

In comparison to 31.03.2023, the working capital requirement has gone up from Rs. 26,760.99 Lakhs to Rs.
35,233.40 Lakhs as on 31.03.2024, because of the following reasons:

Due to Russia-Ukaraine war, the European Market has been badly affected. The realization of export receivables
has slowed down and therefore, the level of receivable has increased from 38 days to 49 days. The customers
demand an extended credit period. This has become the permanent feature. This has resulted in increase in the
working capital requirement.

As a consequence of the Red Sea crisis, the duration of shipments has extended, leading to delays in the delivery
of goods as vessels must navigate longer routes for safety reasons. Additionally, the scarcity of available vessels
has escalated freight expenses, prompting customers to defer receipt of goods.

Further, it may be noted that:

a. The increase in inventory holdings from Rs. 20,146.26 lakhs as of 31st March 2023 to Rs. 25,209.85 lakhs as
of 31st March 2024 was due to pending order commitments and deferred dispatch requests from overseas
customers on account of the Ukraine-Russia War and the Red Sea Crisis, leading to an increase in inventory
holding levels on 31st March 2024. This was a temporary situation and not a regular inventory level to be
maintained. The inventory level is further projected to be Rs. 27,515.73 lakhs as of 31st March 2025, which
are at past levels, and the normal increase in holding levels is due to increased revenue from operations.

b. Trade receivables stood at Rs. 5,106.91 lakhs as of 31st March 2023 and at Rs. 9,285.47 lakhs as of 31st March
2024. The trade receivable levels were maintained as per past trends. It is further estimated to be maintained at
Rs. 9,444.07 lakhs as of 31st March 2025 due to an increase in revenue from operations. Our Company has been
exploring the possibilities of entering into new markets viz Japan and Korea Market and also focusing to expand
its market in the existing exporting countries. This would increase the revenue from the operations and
accordingly, the absolute value of projected trade receivables is taken on the higher side.

c. Trade payables have increased from Rs. 902.38 lakhs as of 31st March 2023 to Rs. 3,431.07 lakhs as of 31st
March 2024 due to additional credit period provided by suppliers. This additional credit period was availed to
meet the increased working capital requirement resulting from pending dispatches due to deferred dispatch
requests from overseas customers. However, the company have projected to maintain trade payables at reduced
levels of Rs. 940.81 lakhs as of 31st March 2025 by making payments against delivery and maintaining a lower
credit period to avail cash discounts, thereby maximizing profitability. The funds to be received from the
projected IPO would be used for liquidating the trade payables resulting in decrease in absolute value of Trade
payables. This would help us to reduce our dependability on market’s credit and also cost of the inputs benefiting

126
 the shareholders at large. Lower current liabilities mean less cash tied up in short-term obligations.

In view of the above, our estimations for future working capital needs up to March 31, 2025, is estimated based
on several factors such as optimized inventory management, enhanced receivables management, improved
payables management, streamlined operations and projected growth. It reflects the company's initiatives to
enhance operational efficiency, optimize resource utilization, and maintain financial stability while planning for
future growth.

The above fund requirements and proposed deployment are based on internal management estimates, which are
subject to change in the future and have not been appraised by any bank or financial institution or any other
independent agency. These are based on current conditions and business needs and are subject to revision in
light of the financial condition of our business, interest rate fluctuations, business strategy or external
circumstances which may not be in our control. We may have to revise our estimated costs, funding allocation,
reschedule our proposed expenditures and fund requirements owing to factors such as financial and business
conditions, finance costs, competition and other external factors which may not be within our control. For
further details see “Risk Factors – Our business operations are working capital oriented. Our inability to
obtain and / or maintain sufficient cash flow, credit facilities and other sources of funding in a timely manner
to meet our requirements of working capital or payment of our debts, could adversely affect our operations”
on page no. 44.
Further, in case the Net Proceeds are not completely utilized in a scheduled Fiscal Year due to any reason, the
same would be utilized (in part or full) in the next Fiscal Year as may be determined by our Company, in
accordance with applicable law. Here scheduled fiscal year is Fiscal 2025 as mentioned on page no. 109 of the
RHP.
This may entail rescheduling and revising the planned expenditure and funding requirement and increasing or
decreasing the expenditure for a particular purpose from the planned expenditure at the discretion of our
management, subject to compliance with applicable law. Our historical capital and operational expenditure may
not be reflected in our future expenditure plans. Subject to applicable law, if the actual utilisation towards any
of the objects is lower than the proposed deployment such balance will be used for future growth opportunities
including general corporate purposes to the extent that the total amount to be utilized towards general corporate
purposes will not exceed 25% of the gross proceeds from the Fresh Issue in accordance with the SEBI ICDR
Regulations. In case we require additional capital towards meeting the objects of the Offer, we may explore a
range of options including utilising internal accruals and availing additional debt from existing and future
lenders. We believe that such alternate arrangements would be available to fund any such shortfalls.

4. Investment in our subsidiaries HPPL, STBFL and JPPL for funding working capital requirements

Our Company proposes to utilize Rs. 2,424.00 Lakhs from the Net Proceeds towards funding the long-term
working capital requirements of the Company and subsidiaries. Our subsidiaries propose to utilize ₹ 1,074 Lakhs
of the Net Proceeds towards to fund our working capital gap. The balance portion of our working capital
requirement will be arranged from internal accruals and/or borrowings from banks and financial institutions. Our
Company and its Subsidiaries engaged in the similar line of business need fund based working capital limit,
during fiscal year 2025 towards (i) Expanding the market share in the existing export countries and new countries
across the globe. (ii) to ensure regular supply of raw materials at reasonable price (iii) to maintain long term
relationships with the customers to supply goods to them at the moderate terms and conditions to compete in the
International Market.

Since, we have worked out consolidated working capital requirement of the Companies and therefore, the
required working capital of Rs.1,074 Lakhs has been allotted in proportion of their existing Fund based
sanctioned working capital limit of Subsidiaries. The details are as follows:
(Rs. In Lakhs)
Allocation of
Sanctioned Fund Based
Name of the Company Incremental
Limit
Working Capital
Shree Tirupati Balajee FIBC Limited (Subsidiary) 5,500.00 725.00
Jagannath Plastics Private Limited (Subsidiary) 2,050.00 250.00
Honourable Packaging Private Limited (Subsidiary) 550.00 99.00
Total 8,100.00 1,074.00

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 The breakup of outstanding working capital loan and outstanding term loan of subsidiaries is as stated
below:

Shree Tirupati Balajee FIBC Limited (Subsidiary)

GECL/ Working Capital 377.75
Term Loan 1,343.31
Total (B) 1,721.06

Jagannath Plastics Private Limited (Subsidiary)

GECL/ Working Capital 209.50
Term Loan 75.47
Total (C) 284.97

Honourable Packaging Private Limited (Subsidiary)

GECL/ Working Capital 54.26
Term Loan 21.85
Total (D) 76.11

For further information, see “Financial Indebtedness” and “Restated Consolidated Financial Statements” on
pages 358 and 255 respectively.

As on May 31, 2024 our Company (on consolidated basis) has total sanctioned limit of working capital facilities
of ₹ 19,300.00 Lakhs, including fund-based and non-fund-based limits and has utilized ₹ 18,887.81 Lakhs.

The segregation for the subsidiary in relation to working capital facility as on May 31, 2024 is as stated below:

Shree Tirupati Balajee FIBC Limited

(in Rs. lakhs)
Sanctioned Amount as on Outstanding Amount as on
Particulars 31.05.2024 31.05.2024
Total Working capital limit 6,000.00 5,842.32
Total Term Loan Limit 2,570.00 1,718.42
Performance Guarantee against 100%
7.57 7.57
margin
Vehicle Loan 17.65 2.64

Jagannath Plastics Private Limited

(in Rs. lakhs)
Sanctioned Amount as on Outstanding Amount as on
Particulars 31.05.2024 31.05.2024
Total Working capital limit 2,050.00 1,995.76
Total Term Loan Limit 825.20 284.97
Performance Guarantee against 100%
3.68 3.68
margin

Honourable Packaging Private Limited

(in Rs. lakhs)
Sanctioned Amount as on Outstanding Amount as on
Particulars 31.05.2024 31.05.2024
Total Working capital limit 550.00 544.95
Total Term Loan Limit 224.76 76.11

Our Company will invest in the subsidiary companies for funding of their working capital requirements in the
form of a debt instrument i,e. unsecured loans.

128
 The proposed terms of the said debt to its subsidiaries shall be as follows:

Rate of Interest: 8% p.a.

Security: Unsecured
Moratorium: 6 (Six) Months from the date of Payment of loan to Subsidiaries
Period of loan: 3 (Three) years plus moratorium of 6 months
Terms of Repayment: 12 (Twelve) quarterly instalments which will start after the initial moratorium of 6
months.

5. General Corporate Purposes

The Net proceeds will first be utilized for the Objects as set out above. Subject to this, our Company intends to
deploy any balance left out of the Net Proceeds towards our general corporate purposes, as approved by our
management, from time to time, subject to such utilization for general corporate purposes not exceeding 25%
of the gross proceeds from the Fresh Issue, in compliance with the SEBI ICDR Regulations.

Such general corporate purposes may include, but are not restricted to, the following:
a. servicing our repayment obligations (principal and interest) under our future financing arrangements
b. strategic initiatives;
c. any other purpose as may be approved by the Board or a duly appointed committee from time to time,
subject to compliance with the Companies Act.

The allocation or quantum of utilization of funds towards the specific purposes described above will be
determined by our Board, based on our business requirements and other relevant considerations, from time to
time.

Our Company proposes to deploy the balance Net Proceeds aggregating to ₹ [●] lakhs towards general
corporate purposes, subject to such amount not exceeding 25% of the Gross Proceeds, in compliance with the
SEBI ICDR Regulations. The general corporate purposes for which our Company proposes to utilise Net
Proceeds include, but are not restricted to, strategic initiatives, funding growth opportunities, strengthening
marketing capabilities, acquisitions, meeting ongoing general corporate exigencies and contingencies; meeting
our business requirements, expenses incurred in ordinary course of business, payment of commission and/or
fees to consultants, acquisition of fixed assets, business development initiatives, employee welfare activities,
other expenses including salaries and wages, administration, insurance, repairs and maintenance, payment of
taxes and duties and any other purpose, as may be approved by the Board or a duly constituted committee
thereof, subject to compliance with applicable law, including provisions of the Companies Act.

The quantum of utilization of funds towards each of the above purposes will be determined by our Board, based
on the amount actually available under this head and the business requirements of our Company and other
relevant considerations, from time to time. Our Company’s management, in accordance with the policies of
our Board, shall have flexibility in utilizing surplus amounts which will be done in compliance with the
applicable laws. In addition to the above, our Company may utilize the balance Net Proceeds towards any other
expenditure considered expedient and as approved periodically by our Board or a duly appointed committee
thereof, in compliance with applicable law. Our management will have the discretion to revise our business
plan from time to time and consequently our funding requirement and deployment of funds may change. This
may also include rescheduling the proposed utilization of Net Proceeds which will be done in compliance with
the applicable laws. Our management, in accordance with the policies of our Board, will have flexibility in
utilizing the proceeds earmarked for general corporate purposes. In the event that we are unable to utilize the
entire amount that we have currently estimated for use out of Net Proceeds in a Fiscal, we will utilize such
unutilized amount in the subsequent Fiscals in compliance with applicable laws.

6. Offer Related Expenses

The total expenses of the Offer are estimated to be approximately ₹ [●] lakhs.

The expenses of this Offer include, among others, listing fees, selling commission and brokerage, fees payable
to the BRLMs, fees payable to legal counsel, fees payable to the Registrar to the Offer, Escrow Collection
Bank(s) and Sponsor Bank to the Offer, processing fee to the SCSBs for processing application forms,
brokerage and selling commission payable to members of the Syndicate, Registered Brokers, RTAs and CDPs,
printing and stationery expenses, advertising, marketing expenses and various certification/consulting fees to

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 various legal consultants and all other incidental and miscellaneous expenses for listing the Equity Shares on
the Stock Exchanges.

Our Company and the Selling Shareholder will share the costs and expenses (including all applicable taxes,
except STT payable on the sale of Offered Shares) directly attributable to the Offer, excluding listing fees,
audit fees of the Statutory Auditors, and expenses for corporate advertisements consistent with past practices
of our Company (other than marketing and advertisements related to the Offer). These costs will be shared on
a pro rata basis, based on the proportion of proceeds received from the Fresh Issue and the respective Offered
Shares. Any expenses related to the Offer will initially be paid by our Company, and expenses paid on behalf
of the Selling Shareholder will be reimbursed to our Company upon completion of the Offer, directly from the
Public Offer Account, subject to applicable law. Offer expenses will be shared on a pro rata basis even if the
Offer is not completed. In the event of withdrawal or failure of the Offer, all costs and expenses (including
applicable taxes) related to the Offer will be borne by our Company and the Selling Shareholder in proportion
to their respective shares of these costs and expenses.

The estimated Offer expenses are as follows:

Expenses Expenses (% Expenses (% of

Expenses (Rs. in Lakhs)* of total Offer Gross Offer
expenses) Proceeds)
Lead manager(s) fees including [●] [●] [●]
underwriting commission
Brokerage, selling commission and upload [●] [●] [●]
fees
Registrars to the Issue [●] [●] [●]
Legal Advisors [●] [●] [●]
Advertising and marketing expenses [●] [●] [●]
Regulators including stock exchanges [●] [●] [●]
Printing and distribution of issue stationary [●] [●] [●]
Total estimated Offer related expenses
*Amounts will be finalised and incorporated in the Prospectus on determination of Offer Price.

1. Selling commission payable to the SCSBs on the portion for Retail Individual Bidders, Non-Institutional Bidders and
Eligible Employees which are directly procured and uploaded by the SCSBs, would be as follows:

Portion for Retail Individual Bidders 0.35% of the Amount Allotted (plus applicable taxes)
Portion for Non-Institutional Bidders 0.15% of the Amount Allotted (plus applicable taxes)

Further, bidding charges of ₹ 10/- (plus applicable goods and services tax) shall be per valid ASBA Form collected by the
Syndicate, RTAs and CDPs (excluding applications made by Retail Individual Investors using the UPI Mechanism). The
terminal from which the Bid has been uploaded will be taken into account in order to determine the total bidding charges.
No additional bidding charges shall be payable to SCSBs on the Bid cum Application Forms directly procured by them.
Selling commission payable to the Registered Brokers on the portion for Retail Individual Investors and Non-Institutional
Investors, which are directly procured by the Registered Brokers and submitted to SCSB for processing, shall be ₹ 10/- per
valid Bid cum Application Form (plus applicable goods and services tax). In case the total processing charges payable
exceeds ₹ 10.00 lakhs, the amount payable would be proportionately distributed based on the number of valid applications
such that the total processing charges payable does not exceed ₹ 10.00 lakhs (Based on valid Bid cum Application Forms).

(1) Processing fees payable to the SCSBs for Bid cum Application Forms which are procured by the Registered Brokers / RTAs
/ CDPs and submitted to the SCSB for blocking shall be ₹ 10/-per valid Bid cum Application Form (plus applicable taxes).
In case the total processing charges payable exceeds ₹ 10.00 lakhs, the amount payable would be proportionately distributed
based on the number of valid applications such that the total processing charges payable does not exceed ₹ 10.00 lakhs
(Based on valid Bid cum Application Forms).

Processing fees for applications made by Retail Individual Investors using the UPI Mechanism would be as follows:

RTAs / CDPs/ Registered Brokers ₹ 10/- per valid Bid cum Application Form (plus
applicable taxes)*
Sponsor Bank Axis Bank Limited

- up to 80,000 Valid UPI Applications ₹ Nil /- per valid

application

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 -Above 80,000 UPI valid applications - ₹ 6.50 +GST
per UPI Valid Application

ICICI Bank Limited

- up to 80,000 Valid UPI Applications ₹ Nil /- per valid

application
-Above 80,000 UPI valid applications - ₹ 6.00+GST
per UPI Valid Application
The Sponsor Bank shall be responsible for making
payments to third parties such as the remitter bank, the
NPCI and such other parties as required in connection
with the performance of its duties under applicable SEBI
circulars, agreements and other Applicable Laws.

*Incase the total processing charges payable under this head exceeds ₹ 10.00 lakhs, the amount payable would be
proportionately distributed based on the number of valid applications such that the total processing charges payable does
not exceed ₹ 10 lakhs.

All such commissions and processing fees set out above shall be paid as per the timelines in terms of the Syndicate
Agreement and Escrow and Sponsor Bank Agreement. Pursuant to SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2022/75
dated May 30, 2022, applications made using the ASBA facility in initial public offerings shall be processed only after
application monies are blocked in the bank accounts of investors (all categories). Accordingly, Syndicate / sub-Syndicate
Member shall not be able to Bid the Application Form above ₹ 0.50 million and the same Bid cum Application Form need
to be submitted to SCSB for blocking of the fund and uploading on the Stock Exchange bidding platform. To identify bids
submitted by Syndicate / sub-Syndicate Member to SCSB a special Bid-cum-application form with a heading / watermark
“Syndicate ASBA” may be used by Syndicate / sub-Syndicate Member along with SM code and broker code mentioned on
the Bid-cum Application Form to be eligible for brokerage on allotment. However, such special forms, if used for Retail
Individual Investor and Non Institutional Investor Bids up to ₹ 0.50 million will not be eligible for brokerage. The processing
fees for applications made by UPI Bidders may be released to the remitter banks (SCSBs) only after such banks provide a
written confirmation on compliance with SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 read
with June 2021 Circular and March 2021 Circular.

7. Interim Use of Net Proceeds

The Net Proceeds shall be retained in the Public Offer Account until receipt of the listing and trading approvals
from the Stock Exchanges by our Company. Pending utilization of the Net Proceeds for the purposes described
above, our Company undertakes to deposit the Net Proceeds only in one or more scheduled commercial banks
included in the Second Schedule of the Reserve Bank of India Act, 1934, as may be approved by our Board.

In accordance with Section 27 of the Companies Act, 2013, our Company confirms that it shall not use the Net
Proceeds for buying, trading or otherwise dealing in shares of any other listed company or for any investment
in the equity markets. Our Company, in accordance with the policies established by our Board from time to
time, will have the flexibility to deploy the Net Proceeds in compliance with applicable laws.

8. Bridge Loan

Our Company has not raised any bridge loans from any bank or financial institution as on the date of this Red
Herring Prospectus, which are required to be repaid from the Net Proceeds.

9. Monitoring of Utilization of Funds

Our Company will appoint a credit rating agency as the monitoring agency to monitor utilization of proceeds
from the Fresh Issue prior to filing of the Red Herring Prospectus with the RoC, in accordance with Regulation
41 of the SEBI ICDR Regulations. Our Company undertakes to place the Gross Proceeds in a separate bank
account which shall be monitored by the Monitoring Agency for utilization of the Gross Proceeds. Our
Company undertakes to place the report(s) of the Monitoring Agency on receipt before the Audit Committee
in accordance with the timelines prescribed under applicable law. Our Company will disclose the utilization of
the Gross Proceeds, including interim use, under a separate head in its balance sheet for such fiscal periods as
required under the SEBI ICDR Regulations, the SEBI Listing Regulations and any other applicable laws or
regulations, specifying the purposes for which the Gross Proceeds have been utilized. Our Company will also,
in its balance sheet for the applicable fiscal periods, provide details, if any, in relation to all such Gross Proceeds
that have not been utilized, if any, of such currently unutilized Gross Proceeds.

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 Pursuant Regulation 18(3) and Regulation 32(3) to the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, Our Company shall, on a quarterly basis, disclose to the Audit Committee
the uses and applications of the Net Proceeds. The Audit Committee will make recommendations to our Board
for further action, if appropriate. On an annual basis, our Company shall prepare a statement of funds utilized
for purposes other than those stated in this Red Herring Prospectus and place it before the Audit Committee
and make other disclosures as may be required until such time as the Net Proceeds remain utilized. Such
disclosure shall be made only until such time that all the Net Proceeds have been utilized in full. The statement
shall be certified by the statutory auditor of our Company. Furthermore, in accordance with the Regulation
32(1) SEBI Listing Regulations, our Company shall furnish to the Stock Exchanges, on a quarterly basis, a
statement indicating (a) deviations, if any, in the actual utilization of the proceeds of the Fresh Issue from the
Objects; and (b) details of category wise variations in the actual utilization of the proceeds of the Fresh Issue
from the Objects.

10. Variation in Objects

In accordance with Sections 13(8) and 27 of the Companies Act 2013, our Company shall not vary the Objects
unless our Company is authorised to do so by way of a special resolution passed in a general meeting of its
Shareholders or through postal ballot and such variation will be in accordance with the applicable laws
including the Companies Act, 2013 and the SEBI ICDR Regulations. In addition, the notice issued to the
Shareholders in relation to the passing of such special resolution, shall specify the prescribed details and be
published in accordance with the Companies Act, 2013. The Promoter or controlling Shareholders will be
required to provide an exit opportunity to the Shareholders who do not agree to such proposal to vary the
Objects, subject to the provisions of the Companies Act, 2013, SEBI ICDR Regulations and other applicable
law.

11. Appraising Agency

None of the Objects for which the Net Proceeds will be utitilized, require appraisal from, or have been appraised
by, any bank/ financial institution/ any other agency, in accordance with applicable law.

12. Other Confirmations

Except to the extent of the proceeds received by the Selling Shareholder pursuant to Offer for Sale portion, no
part of the Net Proceeds will be utilised by our Company as consideration to our Promoter, members of the
Promoter Group, Directors, Group Companies, Key Management Personnel or Senior Management. Our
Company has not entered into nor is planning to enter into any arrangement/agreements with Promoter,
members of the Promoter Group, Directors, Group Companies, Key Management Personnel or Senior
Management in relation to the utilisation of the Net Proceeds. Further, there is no existing or anticipated interest
of such individuals and entities in the Objects, as set out above.

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 BASIS FOR OFFER PRICE

The Price Band, Floor Price and Offer Price will be determined by our Company in consultation with the
BRLMs, on the basis of assessment of market demand for the Equity Shares issued through the Book Building
Process and on the basis of quantitative and qualitative factors as described below. The face value of the Equity
Shares is ₹ 10 each and the Offer Price is [●] times the Floor Price and [●] times the Cap Price of the Price
Band. The financial information included herein is derived from our Restated Consolidated Financial
Information.

Investors should read the below mentioned information along with the sections titled “Our Business”, “Risk
Factors”, “Management Discussion and Analysis of Financial Condition and Results of Operations” and
“Financial Information” on pages 179, 36, 342 and 255 respectively, to have an informed view before making
an investment decision.

Qualitative Factors

Some of the qualitative factors and our strengths which form the basis for computing the Offer price are as
follows:
• Diverse customer base
• Cost-Effectiveness of FIBCs
• Multi- product portfolio
• Integrated Manufacturing Facility
• Quality Standard Certifications & Quality Tests
• Experienced Promoter and senior management team
• Multi-market Company
• Product Development Capabilities
• Growing Demand for Sustainable Packaging Solutions
For further details, please see section titled “Our Business – Our Strengths” on page 191.

Certain information presented in this chapter is derived from the Restated Consolidated Financial Information.
For further details, please see the section titled “Restated Consolidated Financial Statements” and “Other
Financial Information” on pages 255 and 340, respectively.

Some of the quantitative factors which may form the basis for computing the Offer Price are as follows:

1. Basic and Diluted Earnings per Share:

As derived from the Restated Consolidated Financial Information:

Fiscal / period ended Basic and Diluted Earnings per Share (₹) Weight

March 31, 2024 5.74 3

March 31, 2023 3.51 2
March 31, 2022 2.31 1
Weighted Average 4.43
Notes:
a) Weighted average = Aggregate of year-wise weighted earning per Equity Share divided by the aggregate of weights
i.e. (earning per Equity Share x weight) for each year/total of weights.
b) Earnings per Equity Share (basic) =Net Profit after tax, as restated, divided by Weighted average number of Equity
Shares outstanding at the end of the year.
c) Earnings per Equity Share (diluted) =Net Profit after tax, as restated, divided by Weighted average number of Equity
Shares outstanding during the year.
d) Basic and diluted earnings per share are computed in accordance with Indian Accounting Standard 33‘Earnings per
Share’, notified by the Companies (Indian Accounting Standards) Rules of 2015 (as amended).
e) Weighted average number of Equity Share is the number of Equity Shares outstanding at the beginning of the period
adjusted by the number of shares issued during the period multiplied by the time weighting factor. The time weighting
factor is the number of days for which the specific Equity Share are outstanding as a proportion of total number of

133
 days during the period. The above statement should be read with significant accounting policies and notes on
Restated Consolidated Financial Information as appearing in the Restated Consolidated Financial Information.

2. Price/Earning (“P/E”) Ratio in relation to the Price Band of ₹ [●] to ₹ [●] per Equity Share:

P/E at Floor Price

Particulars P/E at Cap Price
(number of
(number of times)*
times)*
Based on basic EPS of ₹ 5.74 as per the Restated Consolidated [●] [●]
Financial Information for the year ended March 31, 2024
Based on diluted EPS of ₹ 5.74 as per the Restated Consolidated [●] [●]
Financial Information for the year ended March 31, 2024
* To be updated in the Prospectus.
Notes:
(i) The price/ earnings (P/E) ratio is computed by dividing the price per share by earning per share.

Industry P/E

Particulars Industry P/E

▪ Highest 37.13
▪ Lowest 22.07
▪ Average 30.74
Notes:
(1) The Industry high and low has been considered from the industry peers set provided later in this section. The Industry
composite has been calculated as the arithmetic average of P/E of industry peer set disclosed hereunder
(2) P/E figures for the peers are based on closing market prices of equity shares on BSE on August 31, 2024 divided by
the Diluted EPS as at March 31, 2024.

3. Average Return on Net Worth (“RoNW”)

As derived from the Restated Consolidated Financial Information:

For Financial Year/period ended RoNW* (%) Weight

March 31, 2024 20.84 3
March 31, 2023 18.80 2
March 31, 2022 14.81 1
Weighted Average** 19.16
* RoNW is calculated as a ratio of Net Profit after tax as restated (PAT), attributable to equity shareholders of the parent,
for the relevant year / period, as divided by average Net Worth.

** Weighted average = Aggregate of year-wise weighted Return on Net Worth divided by the aggregate of weights i.e.
[(Net Worth x Weight) for each year] / [Total of weights].

4. Net Asset Value per Equity Share (“NAV”)

Net Asset Value per Equity Share Amount (in ₹)

As on March 31, 2024 27.54
After the Offer
-At the Floor Price [●]
-At the Cap Price [●]
Offer Price* [●]
* Offer Price per Equity Share will be determined on conclusion of the Book Building Process, and this is not derived from
Restated Consolidated Financial Information.
Notes:
Net Asset Value (in ₹) = Equity attributable to owners of the Company divided by weighted average numbers of equity
shares outstanding during the year / period.

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5. Comparison of accounting ratios with listed industry peers

Name of the Total

Face value EPS EPS NAV
Company Income P/E RoNW
per equity (Basic) (Diluted) per equity
(₹ in Ratio(2) (%) (5)
share (₹) (₹)(3) (₹)(4) share (₹)(6)
lakhs)
Shree Tirupati Balajee
Agro Trading 55,282.11 10.00 [●](7) 5.74 5.74 20.84 27.54
Company Limited*
Listed Peers(1)
Commercial Syn Bags
28,875.73 10 37.13 1.81 1.81 5.66 32.02
Ltd
Emmbi Industries
37,759.60 10 22.07 5.62 5.62 5.85 96.17
Limited
Rishi Techtex Limited 11,196.16 10 33.01 1.82 1.82 4.23 43.09
*Our financial information is derived from our Restated Consolidated Financial Information for the year ended March
31, 2024.

Notes:

1. Source: All the financial information for listed industry peers mentioned above is sourced from the regulatory
filings made by aforesaid companies to stock exchanges for the year ended March 31, 2024 to compute the
corresponding financial ratios.
2. P/E figures for the peers are based on closing market prices of equity shares on BSE on March 31, 2024 divided
by the Diluted EPS as at August 30, 2024 divided by the Basic EPS as at March 31, 2024.
3. Basic Earnings per share = Net profit after tax, as restated /Weighted average number of shares outstanding during
the year/ period.
4. Diluted Earnings per share = Net profit after tax, as restated / Weighted average number of diluted equity shares
outstanding during the year/ period.
5. Return on Net Worth (%) for listed industry peers has been computed based on the Profit for the year ended March
31, 2024 divided by Total Equity as on March 31, 2024.
6. Net Asset Value (in ₹) = Equity attributable to owners of the Company divided by weighted average numbers of
equity shares outstanding during the year / period.
7. Based on the Offer Price to be determined on conclusion of book building process and basic EPS of our Company.

6. Key Operational and Financial Performance Indicators:

The KPIs disclosed below have been used historically by our Company to understand and analyze business
performance, which as a result, help us in analyzing the growth of various verticals in comparison to our peers.

The KPIs disclosed below have been approved by a resolution of our Audit Committee dated July 31, 2024 and
the members of the Audit Committee have verified the details of all KPIs pertaining to our Company. Further,
the members of the Audit Committee have confirmed that there are no KPIs pertaining to our Company that
have been disclosed to any investors at any point of time during the three years period prior to the date of filing
of this RHP. Further, the KPIs herein have been certified by M.S. Dahiya & Co. Chartered Accountants, by
their certificate dated July 23, 2024.

The KPIs of our Company have been disclosed in the sections titled “Our Business” and “Management’s
Discussion and Analysis of Financial Condition and Results of Operations– Key Performance Indicators” on
beginning pages 179 and 342, respectively. We have described and defined the KPIs, as applicable, in
“Definitions and Abbreviations” on page 1.
Our Company confirms that it shall continue to disclose all the KPIs included in this section on a periodic basis,
at least once in a year (or any lesser period as determined by the Board of our Company), for a duration of one
year after the date of listing of the Equity Shares on the Stock Exchange or till the complete utilisation of the
proceeds of the Fresh Issue as per the disclosure made in the Objects of the Offer Section, whichever is later
or for such other duration as may be required under the SEBI ICDR Regulations. Further, the ongoing KPIs
will continue to be certified by a member of an expert body as required under the SEBI ICDR Regulations.

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 KPI Explanation
Revenue from Operations Revenue from Operations is used by our management to track the revenue
profile of the business and in turn helps assess the overall financial performance
of our Company and size of our business.
Total income Total income is used by the management to track revenue from operations and
other income.
EBITDA EBITDA provides information regarding the operational efficiency of the
business.
EBITDA Margin (%) EBITDA Margin (%) is an indicator of the operational profitability and
financial performance of the business.
PAT Profit after tax provides information regarding the overall profitability of the
business.
PAT Margin (%) PAT Margin (%) is an indicator of the overall profitability and financial
performance of the business.
Net Worth Net worth is used by the management to ascertain the total value created by the
entity and provides a snapshot of current financial position of the entity.
Net Debt Net debt helps the management to determine whether the Group is
overleveraged or has too much debt, given its liquid assets.
Debt-equity ratio (times) The debt-to-equity ratio compares an organization's liabilities to its
shareholders' equity and is used to gauge how much debt or leverage the
organization is using.
RoE (%) RoE provides how efficiently the Group generates profits from shareholders’
funds
RoCE (%) ROCE provides how efficiently the Group generates earnings from the capital
employed in the business.

Financial KPIs of our Company

(₹ in lakhs, except for percentage)
Particulars Fiscal 2024 Fiscal 2023 Fiscal 2022
Revenue from operations(1) 53,966.08 47,543.33 44,418.05
Total Income(2) 55,282.11 47,813.65 45,378.77
EBITDA(3) 7,507.04 5,074.43 4,051.35
EBITDA margin (%)(4) 13.58 10.61 8.93
PAT(5) 3,607.27 2,071.80 1.365.90
PAT Margin (%)(6) 6.53 4.33 3.01
Net Debt(7) 23,587.02 21,442.26 22,914.70
Total Equity(8) 17,306.50 11,021.19 9,222.97
ROE (%)(9) 20.84 18.80 14.81
ROCE (%)(10) 16.29 13.39 10.02
EPS (Basic & Diluted)(11) 5.74 3.51 2.31
(1) Revenue from operations is the revenue generated by our Company and is comprised of the sale of products and other
operating income, as set out in the Restated Consolidated Financial Statements. For further details, see “Restated
Consolidated Financial Statements – Notes forming part of the Restated Consolidated Financial Statements — Note 23:
Revenue from operations”.
(2) Total income comprised of revenue from operations and other income, as set out in the Restated Consolidated Financial
Statements. For further details, see “Restated Consolidated Financial Statements – Notes forming part of the Restated
Consolidated Financial Statements — Note 23: Revenue from operations and Note 24: Other income”.
(3) EBITDA = Profit before tax + depreciation & amortization expense + finance cost.
(4) EBITDA Margin = EBITDA/ Total income.
(5) PAT = Profit before tax – current tax – deferred tax-MAT credit entitlement
(6) PAT Margin = PAT/ Total income.
(7) Net debt = Non-current borrowing + current borrowing - Cash and cash equivalent, Bank balance, and Investment in
Mutual Funds.
(8) Total Equity = Equity share capital + Other equity.
(9) ROE = Net profit after tax /Total equity.
(10) ROCE = Profit before tax and finance cost / Capital employed*
*Capital employed = Total Equity +Non-current borrowing + Current Borrowing + Deferred Tax Liabilities
Intangible Assets. Total equity= Equity share capital + other equity

136
(11) EPS = Net Profit after tax, as restated, divided by weighted average no. of equity shares outstanding during the year/
period.

There is a notable increase in the PAT margin as of March 31, 2024 due to decrease in raw material prices. The
raw material consumption amount reported in the financial statements includes the amount of raw material used
for producing goods that have been sold, goods that are currently in process, and goods that are in stock. As of
March 31, 2024, there has been an increase in the inventory levels compared to the inventory levels on March 31,
2023. As raw material consumption figures also include raw material consumed for goods in process and goods
in stock, the total amount of raw material consumed during the half-year ended March 31, 2024, appears higher
or at a similar level as before. However, to accurately assess the impact of the reduction in raw material prices,
we need to calculate and analyse, the total Cost of Material Consumed percentage with total revenue. The total
Cost of Material consumed percentage, when adjusted for inventory levels, provide a clearer picture of the cost
implications for reduction in raw material prices, which resulted into improvement in PAT Margins.

We are providing herewith the table reflecting impact of raw material prices reduction:
(Rs. In Lakhs)
Particulars 31.03.2024 31.03.2023 31.03.2022
Revenue from Operation 53,966.08 47,543.33 44,418.05
Other Income 1,316.03 270.32 960.72
Total Revenue (A) 55,282.11 47,813.65 45,378.77
Cost of Materials Consumed 41,422.37 31,794.17 28,622.82
Purchase of Stock in Trade - 104.45 1,561.68
Changes in inventories of finished goods and (1,051.21) (224.65)
(3,932.50)
work in progress
Total Cost of Material consumed (B) 37,489.87 30,847.41 29,959.85
Percentage (%) w.r.t Total Revenue 67.82% 64.52% 66.02%

The data demonstrates consistent raw material consumption over the specified periods, aligning with concurrent
increases in work in progress (WIP) and finished goods inventory levels. Consequently, the company's Profit after
Tax (PAT) margin has been enhanced due to reduced raw material costs.

Operational KPIs for our Company

As of and for the Fiscal

Metrics
2024 2023 2022
No. of customers served (B2B 346 353 351
segment)(1)
Cost of goods sold as % of revenue 83.30% 84.25% 86.79%
from operations (2)
Total metric ton sales done 46398.10 42236.56 35933.10
Sales realization per kg of good 116.31 112.56 123.61
sold
(1) No. of customers is the aggregate customers served by the Company.
(2) Cost of goods sold as % of revenue from operations

137
7. Set forth below are the details of comparison of key performance of indicators with our peer companies
(₹ in lakhs, except for percentage)
Commercial Syn Bags Ltd Emmbi Industries Limited Rishi Techtex Ltd.
Parameters
FY 2024 FY 2023 FY 2022 FY 2024 FY 2023 FY 2022 FY 2024 FY 2023 FY 2022
Revenue from
28,555.64 29,016.66 32,259.13 37,743.40 37,108.30 43,562.20 11,173.57 10,683.66 10,085.75
operations
Total Income 28,875.73 29,178.87 32,620.40 37,759.60 37,120.50 43,572.60 11,196.16 10,725.11 10,108.44
EBITDA(1) 2,634.16 2,522.44 3,722.15 3,748.80 3,758.40 4,920.80 761.30 635.86 657.58
EBITDA margin
9.12% 8.64% 11.41% 9.93% 10.12% 11.29% 6.80% 5.93% 6.51%
(%)(2)
PAT 724.61 808.67 1,830.79 994.70 826.6 1903.3 134.83 111.26 131.85
PAT Margin (%) 2.51% 2.77% 5.61% 2.63% 2.23% 4.37% 1.20% 1.04% 1.30%
Net Debt(3) 9,121.74 6,354.60 7,137.32 15,521.30 14,525.10 14,310.70 2,373.72 2,271.34 1,943.95
Total Equity 12,791.80 12,053.31 10,569.68 17,012.50 16,068.40 15,340.00 3,184.51 3,049.68 2,938.42
ROE (%)(4) 5.66% 6.71% 17.32% 5.85% 5.14% 12.41% 4.23% 3.65% 4.49%
ROCE (%)(5) 7.36% 8.17% 15.04% 8.25% 9.06% 13.76% 8.28% 6.98% 8.54%
EPS (Basic) (6) 1.81 2.02 15.48 5.62 4.67 10.76 1.82 1.51 1.78
EPS (Diluted) (6) 1.81 2.02 14.64 5.62 4.67 10.76 1.82 1.51 1.78
No. of customers
served (B2B - - - - - - - - -
segment)
Cost of goods sold as
% of revenue from - - - - - - - - -
operations
Total metric ton sales
- - - - - - - - -
done
Sales realization per
- - - - - - - - -
kg of good sold
Note:
Source: All the financial information for listed industry peers mentioned above is sourced from the regulatory filings made by aforesaid companies to stock exchanges for the respective years /
period to compute the corresponding financial ratios. Except for our Company and Commercial Syn Bags Ltd, the financial information for other peer group companies is on a standalone basis.
(1) EBITDA = Profit before tax + depreciation & amortization expense + finance cost.
(2) EBITDA Margin = EBITDA/ Total income.
(3) Net debt = Non-current borrowing + current borrowing - Cash and Cash Equivalent, Bank Balance, and Investment in Mutual Funds.
(4) ROE = Net profit after tax /Total equity.
(5) ROCE = Profit before tax and finance cost / Capital employed*
*Capital employed = Total Equity +Non-current borrowing + current Borrowing + Deferred Tax Liabilities
Intangible Assets
(6) EPS = Net Profit after tax, as restated, attributable to equity shareholders divided by weighted average number of equity shares outstanding during the financial year/ period.

138
8. Weighted average cost of acquisition

a) The price per share of our Company based on the primary/ new issue of shares (equity / convertible securities)

There has been no issuance of Equity Shares or convertible securities, other than Equity Shares issued pursuant to a
bonus issue on August 18, 2023, during the 18 months preceding the date of this RHP, 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 employee stock options granted but not vested), in a single
transaction or multiple transactions combined together over a span of 30 days other than as stated below.

Date of No of equity Face value Issue price Nature of Total

Allotment Shares allotted per equity per equity Allotment Consideration
shares share (Rs. in Lakhs)
September 11, 17,26,191 10.00 42.00 Preferential 725.00
2023 Allotment
September 14,04,762 10.00 42.00 Preferential 590.00
15, 2023 Allotment
September 21,66,666 10.00 42.00 Preferential 910.00
22, 2023 Allotment
Weighted Average cost of Acquisition 42.00

b) The price per share of our Company based on the secondary sale / acquisition of shares (equity / convertible
securities)

There have been no secondary sale / acquisitions of Equity Shares or any convertible securities, where the promoter,
members of the promoter group, selling shareholder, or shareholder(s) having the right to nominate director(s) in the
board of directors of the Company are a party to the transaction (excluding gifts), during the 18 months preceding
the date of this certificate, where either acquisition or sale 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
employee stock options granted but not vested), in a single transaction or multiple transactions combined together
over a span of rolling 30 days.

Since there are no such transactions to report to under (a) and (b) therefore, information based on last 5 primary or
secondary transactions (secondary transactions where Promoter / Promoter Group entities or Selling Shareholder or
shareholder(s) having the right to nominate director(s) in the Board of our Company, are a party to the transaction),
not older than 3 years prior to the date of this certificate irrespective of the size of transactions, is as below:

Weighted average cost of acquisition, floor price and cap price

Weighted average
cost of acquisition Floor price Cap price^ (i.e.
Types of transaction (₹ per Equity ^(i.e. ₹ [●]) ₹ [●])
Share)
Weighted average cost of acquisition of primary 42.00 [●]times [●] times
/ new issue as per paragraph 8(a) above.
Weighted average cost of acquisition for
NA* NA NA
secondary sale / acquisition as per paragraph
8(b) above.
Note:
* There were no secondary sales / acquisition of shares of shares (equity/ convertible securities) transactions in last
18 months from the date of this Red Herring Prospectus.
^ To be updated at Prospectus stage.

Explanation for Offer Price / Cap Price being [●] price of weighted average cost of acquisition of primary
issuance price / secondary transaction price of Equity Shares along with our Company’s key performance
indicators and financial ratios for Fiscals 2024, 2023 and 2022.

[●]*
*To be included at Prospectus Stage

139
Explanation for Offer Price / Cap Price being [●] price of weighted average cost of acquisition of primary
issuance price / secondary transaction price of Equity Shares (set out in [●] above) in view of the external
factors which may have influenced the pricing of the Offer.

[●]*
*To be included at Prospectus Stage

The Offer Price will be [●] times of the face value of the Equity Shares. The Offer Price of ₹ [●] has been determined
by our Company in consultation with the BRLMs, on the basis of the demand from investors for the Equity Shares
through the Book Building Process. Our Company in consultation with the Selling Shareholder and the BRLMs, is
justified of the Offer Price in view of the above qualitative and quantitative parameters. The trading price of the
Equity Shares could decline due to the factors mentioned in the section titled “Risk Factors” beginning on page 36
or any other factors that may arise in the future and you may lose all or part of your investments.

140
 STATEMENT OF SPECIAL TAX BENEFITS AVAILABLE TO THE COMPANY AND
ITS SHAREHOLDERS UNDER THE APPLICABLE LAWS IN INDIA

To,

The Board of Directors,

Shree Tirupati Balajee Agro Trading Company Limited
Plot No. 192, Sector-1, Pithampur,
Dhar (M.P.) – 454775

Re: Proposed initial public offering of equity shares of face value of Rs. 10 each (the “Equity Shares”)
Shree Tirupati Balajee Agro Trading Company Limited (the “Company”) and Offer for Sale by the
Selling Shareholder(s) (the “Offer”)

We, M/s M.S. Dahiya & Co., Chartered Accountants, are the present statutory auditors of the Company. We
hereby report that the enclosed Annexures prepared by the Company, initialed by us and the Company for
identification purpose, states the possible special tax benefits available to the Company and its shareholders,
under direct and indirect taxes (together “the Tax Laws”), presently in force in India as on the signing date,
which are defined in Annexures. These possible special tax benefits are dependent on the Company and its
shareholders fulfilling the conditions prescribed under the relevant provisions of the Tax Laws. Hence, the
ability of the Company and its shareholders to derive these possible special tax benefits is dependent upon
their fulfilling such conditions, which is based on business imperatives the Company may face in the future
and accordingly, the Company and its shareholders may or may not choose to fulfill.

The benefits discussed in the enclosed Annexures cover the possible special tax benefits available to the
Company and its shareholders but does not cover any general tax benefits available to the Company and its
shareholders. Further, the preparation of the enclosed Annexures and its contents is the responsibility of the
management of the Company and is not exhaustive. We were informed that the Statement is only intended
to provide general information to the investors and is neither designed nor intended to be a substitute for
professional tax advice. In view of the individual nature of the tax consequences and the changing Tax Laws,
each investor is advised to consult his or her own tax consultant with respect to the specific tax implications
arising out of their participation in the proposed initial public offering of equity shares of the Company
comprising a fresh issue of the Equity Shares by the Company. Neither we are suggesting nor advising the
investors to invest money based on this Statement.

We conducted our examination in accordance with the “Guidance Note on Reports or Certificates for Special
Purposes (Revised 2016)” (the “Guidance Note”) issued by the Institute of Chartered Accountants of India.
The Guidance Note requires that we comply with ethical requirements of the Code of Ethics issued by the
Institute of Charted Accountants of India.

We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1,
Quality Control for Firms that Perform Audits and Reviews of Historical Financial information, and Other
Assurance and Related Services Engagements.

We do not express any opinion or provide any assurance as to whether:

i) the Company and its shareholders will continue to obtain these possible special tax benefits in future;
or

ii) the conditions prescribed for availing the possible special tax benefits where applicable, have been/
would be met with;

iii) the revenue authorities/courts will concur with the views expressed herein

141
The contents of enclosed Annexures are based on the information, explanation and representations obtained
from the Company and on the basis of our understanding of the business activities and operations of the
Company.

Our views expressed herein are based on the facts and assumptions indicated to us. No assurance is given
that the revenue authorities/ courts will concur with the views expressed herein. Our views are based on the
existing provisions of the Tax Laws and its interpretation, which are subject to change from time to time. We
do not assume responsibility to update the views consequent to such changes. We shall not be liable to the
Company for any claims, liabilities or expenses relating to this assignment except to the extent of fees relating
to this assignment, as finally judicially determined to have resulted primarily from bad faith or intentional
misconduct. We will not be liable to the Company and any other person in respect of this Statement, except
as per applicable law.

We also consent to the references to us as “Experts” as defined under Section 2(38) of the Companies Act,
2013, read with Section 26(5) of the Companies Act, 2013 to the extent of the certification provided
hereunder and included in the draft red herring prospectus, red herring prospectus and prospectus “(Offer
Documents”) of the Company or in any other documents in connection with the Offer.

This certificate may be relied on by the Company, BRLM, their affiliates and the legal counsel in relation to
the Offer.

We undertake to immediately update you, in writing, of any changes in the abovementioned information until
the date the Equity Shares issued/transferred pursuant to the Offer commence trading on the stock exchange.
In the absence of any such communication, you may assume that there is no change in respect of the matters
covered in this certificate until the date the Equity Shares commence trading on the stock exchanges.

All capitalized terms used but not defined herein shall have the meaning assigned to them in the Offer
Documents.

Yours faithfully,

For M/s M.S. Dahiya & Co.

Chartered Accountants
FRN: 013855C

CA. Harsh Firoda

Partner
M. No.: 409391
UDIN: 24409391BKFUSJ3304

Date :July 23, 2024

Place : Indore

Encl: As above

142
 ANNEXURE I

Outlined below are the special tax benefits available to Shree Tirupati Balajee Agro Trading
Company Limited (‘the Company’) and its Shareholders under the Income Tax Act, 1961 (herein
after referred to as ‘the Act’), as amended by the Finance Act, 2024 read with the Income-tax Rules,
1962,

1. Special tax benefits available to the Company under the Act

A. Lower corporate tax rate under Section 115BAA of the Act to company and its subsidiary
Jagganath Packaging Private Limited and Honourable Packaging Private Limited.

A new Section 115BAA had been inserted by the Taxation Laws (Amendment) Act, 2019 (“the
Amendment Act, 2019”) w.e.f. FY 2019-20 granting an option to domestic companies to compute
corporate tax at a reduced rate of 25.17% (22% plus surcharge of 10% and cess of 4%), provided
such companies do not avail specified exemptions/ incentives.

The Amendment Act, 2019 further provided that domestic companies availing such option will not
be required to pay Minimum Alternate Tax (“MAT”) under Section 115JB. The CBDT had further
issued Circular 29/2019 dated October 02, 2019 clarifying that since the MAT provisions under
Section 115JB itself would not apply where a domestic company exercises option of lower tax rate
under Section 115BAA, MAT credit would not be available.

As the Company has opted for the beneficial tax rate introduced by the ordinance, they are not
eligible to avail the exemptions/ incentives as specified under Section 115BAA of the Act. Further,
the option once exercised by the Company cannot be subsequently withdrawn for the same or any
other FY.

B. Lower corporate tax rate under Section 10AA of the Act to its subsidiary Shree Tirupati Balajee
FIBC Limited:-

Under the Income Tax Act, the company’s Subsidiary Shree Tirupati Balajee FIBC Limited is
availing exemption under Section 10AA.

2. Special tax benefits available to the Shareholders

A. No interest on deferment of advance tax instalment with respect to dividend income.

The Finance Act 2020 amended the manner of taxation of dividend income by abolishing dividend
distribution tax and restoring classical system of dividend taxation (i.e. taxation of dividend income
in the hands of the shareholders). Considering the nature of income, it is not possible for taxpayer to
accurately determine the advance tax liability on dividend income and therefore, the proviso to
section 234C(1) of the Act provides that no interest shall be levied under section 234C of the Act, if
the shortfall in payment of advance tax instalment is on account of underestimation or failure to
estimate dividend. The amendment was introduced by Finance Act 2021 and is applicable from 1
April 2021.

B. Surcharge on all long-term capital gains capped at 15%

The Finance Act 2022 has capped the surcharge on LTCG on sale of unlisted equity shares to 15%
from erstwhile graded surcharge up to 37%, resulting in reduction in highest slab of effective LTCG
tax rate from 28.50% to 23.92%.

143
 C. Long Term capital gains Tax on Listed Shares @ 12.5%

As per Section 112A of the Income tax Act, 1961 (‘the Act’), long-term capital gains arising from
transfer of an equity share, or a unit of an equity-oriented fund or a unit of a business trust shall be
taxed at 12.5% (without indexation) of such capital gains subject to fulfillment of prescribed
conditions under the Act. It is worthwhile to note that tax shall be levied where such capital gains
exceed INR 125,000.

D. Short Term capital gains Tax on Listed Shares @ 20%

As per section 111A of the Act, short term capital gains arising from transfer of an equity share, or
a unit of an equity oriented fund or a unit of a business trust shall be taxed at 20% subject to
fulfillment of prescribed conditions under theAct.

E. Surcharge on personal income capped at 25% for individuals opting concessional tax regime under
section 115BAC

The Finance Act 2023 has capped surcharge on total income of individual assessee’s opting for
concessional tax regime under section 115BAC to 25% (instead of earlier surcharge of 37% for
individuals having total income exceeding) Rs. 5 crores.

NOTES:
1. The above statement of possible special tax benefits sets out the provisions of Direct Tax Laws in
a summary manner only and is not a complete analysis or listing of all potential tax consequences
of the purchase, ownership and disposal of shares.

2. The above statement covers only certain special tax benefits under the Act, read with the relevant
rules, circulars and notifications and does not cover any benefit under any other law in force in
India. This statement also does not discuss any tax consequences, in the country outside India, of
an investment in the shares of an Indian company. The above are based on the existing provisions
of the Direct Tax Laws and its interpretations, which are subject to change or modification by
subsequent legislative, regulatory, administrative or judicial decisions. Any such change, which
could also be retrospective, could have an effect on the validity of the above.

3. The above statement of possible special tax benefits is as per the current direct Direct Tax Laws.
Several of these benefits are dependent on the Company or its shareholders fulfilling the conditions
prescribed under the relevant provisions of the Direct Tax Laws.

4. In respect of non-residents, the tax rates and consequent taxation mentioned above will be further
subject to any benefits available under the relevant Double Taxation Avoidance Agreement, if any,
entered into between India and the country in which the non-resident has fiscal domicile.

5. This statement is intended only to provide general information to the investors and is neither
designed nor intended to be a substitute for professional tax advice. In view of the individual nature
of tax consequences, each investor is advised to consult his or her tax advisor with respect to specific
tax consequences of his/her investment in the shares of the Company.

6. No assurance is given that the revenue authorities/courts will concur with the views expressed
herein. The views are based on the existing provisions of law and its interpretation, which are
subject to changes from time to time. We do not assume responsibility to update the views
consequent to such changes.

144
ANNEXURE 2 TO THE STATEMENT OF SPECIAL TAX BENEFITS AVAILABLE TO
SHREE TIRUPATI BALAJEE AGRO TRADING COMPANY LIMITED (“THE COMPANY”)
AND ITS SHAREHOLDERS

Outlined below are the possible special tax benefits available to the Company and its
Shareholders under the Central Goods and Services Tax Act, 2017 / the Integrated Goods and
Services Tax Act, 2017 / relevant State Goods and Services Tax Act (SGST) read with rules,
circulars, and notifications (“GST law”), the Customs Act, 1962 and the Customs Tariff Act,
1975 (“Customs law”) and Foreign Trade (Development and Regulation) Act, 1992 (read with
the Foreign Trade Policy 2015-20) and Foreign Trade Policy 2023 (FTP) and Industrial and
Business Development Policy -2017 read with relevant rules, notifications and circulars, each as
amended and presently in force in India(herein collectively referred as “Indirect Tax Laws”)

1. Special tax benefits available to the Company

A. Benefits of Foreign Trade Agreements under Customs Act, 1962: A free trade agreement is a
pact between two or more nations to reduce barriers to imports and exports among them. Under a
free trade policy, goods and services can be bought and sold across international borders with little
or no government tariffs, quotas, subsidies, or prohibitions to inhibit their exchange subject to
fulfillment of certain conditions and compliances. The Company avails benefit of concessional rate
of duty at the time of import of goods, under respective Foreign Trade Agreements, as applicable,
on specified imported goods.

B. Benefits of Duty Drawback scheme under Section 75 of the Customs Act, 1962: As per Section
75 of the Customs Act, the Central Government is empowered to allow duty drawback on export of
goods, where the imported materials are used in the manufacture of such goods. The Company avails
duty drawback benefit equal to or less than the duty paid, as applicable, on imported material when
it undertakes export of goods.

C. Benefits under The Foreign Trade (Development and Regulation) Act, 1992: The Company is
availing benefit under the export promotion capital goods scheme vide which it is eligible to
undertake duty free import of capital goods which are used in manufacturing of goods which are
exported out of India and Interest Subvention. Consequent to this, the Company is under obligation
to undertake export of goods within a prescribed time period.

D. Benefits under the Central Goods and Services Act, 2017, respective State / Union Territory
Goods and Services Tax Act, 2017, Integrated Goods and Services Tax Act, 2017 (read with
relevant rules prescribed thereunder): Under the GST regime, supplies of goods or services which
qualify as ‘export’ of goods or services are zero-rated which can be supplied either with or without
payment of Integrated Goods and Services Tax (“IGST”) subject to fulfilment of conditions
prescribed. The exporter has the option to either undertake exports under cover of a Bond/ Letter of
Undertaking (“LUT”) without payment of IGST and claim refund of accumulated input tax credit
subject to fulfilment of conditions prescribed for export or the exporter may export with payment of
IGST and claim refund of IGST paid on such exports as per the provisions of Section 54 of Central
Goods and Services Tax Act, 2017. Thus, the Integrated Goods and Service Tax Act, 2017 permits
a supplier undertaking zero rated supplies (which will include the supplier making supplies to SEZ)
to claim refund of tax paid on exports as IGST (by undertaking exports on payment of tax using ITC)
or export without payment of tax by executing a Bond/ LUT and claim refund of related ITC of taxes
paid on inputs and input services used in making zero rated supplies.

E. Benefits under MP MSME Industrial Policy,2021: Under thepolicy, various fiscal incentives are
offered in case of setting up a new unit or substantial expansion in an existing unit subject to
fulfillment of certain conditions. The Company and its subsidiaries have been availing Capital

145
 subsidyas applicable under the captioned policy with respect to new manufacturing unit set up in
MP.

F. Benefits Under The Special Economic Zones Act, 2005 to the Subsidiary Company i.e., Shree
Tirupati Balajee FIBC Limited : Under thepolicy,various fiscal incentives are offered such as
Stamp Duty Exemption, GST Exemption, Electricity Duty Exemption.

G. Special tax benefits available to the Shareholders of the Company

There are no special tax benefits available to the shareholders for investing in the shares of the
Company.

Notes:

1. The above statement of special tax benefits is based on the best understanding of the Company’s
business landscape and tax benefits available to the Company and its shareholders under the current
Indirect Tax Laws presently in force in India.

2. This statement is only intended to provide general information to the investors and is neither
designed nor intended to be a substitute for professional tax advice. In view of the individual nature
of the tax consequences, the changing tax laws, each investor is advised to consult his or her own
tax consultant with respect to the specific tax implications arising out of their participation in the
issue.

3. This statement does not discuss any tax consequences in the country outside India of an investment
in the equity shares of the Company (“EquityShares”). The subscribers of the Equity Shares in the
country other than India are urged to consult their own professional advisers regarding possible
indirect-tax consequences that apply to them.

4. The above statement covers only above-mentioned Indirect Tax Laws benefits and does not cover
any income tax law benefits or benefit under any other law.

5. During the period from 1 April 2023 to the date of this Annexure, the Company intends to:

a. avail above mentioned exemption, benefits and incentives under Indirect Tax Laws
b. export goods and/ or services outside India
c. import goods and/ or services from outside India

6. No assurance is given that the revenue authorities/courts will concur with the views expressed
herein. Our views are based on the existing provisions of law and its interpretation, which are
subject to changes from time to time. We do not assume responsibility to update the views
consequent to such changes.

146
 SECTION IV - ABOUT OUR COMPANY

INDUSTRY OVERVIEW

Unless otherwise indicated, the information in this section is obtained or extracted from “Industry Research Report on
FIBC Industry – Global Flexible Intermediate Bulk Packaging Industry” dated July 29, 2024 (the “CARE Report”)
prepared and issued by CARE Analytics and Advisory Private Limited (CARE) and exclusively commissioned by and
paid for by us in connection with the Offer. The Care Report forms part of the material contracts for inspection, and is
accessible on the website of our Company at www.tirupatibalajee.net

The data included herein includes excerpts from the CARE Report and may have been re-classified by us for the
purposes of presentation. There are no parts, data or information (which may be relevant for the proposed Offer), that
has been left out or changed in any manner. Industry sources and publications are also prepared based on information
as of specific dates and may no longer be current or reflect current trends. Industry sources and publications may also
base their information on estimates, projections, forecasts and assumptions that may prove to be incorrect.

Accordingly, investors must rely on their independent examination of, and should not place undue reliance on, or base
their investment decision solely on this information. The recipient should not construe any of the contents in this report
as advice relating to business, financial, legal, taxation or investment matters and are advised to consult their own
business, financial, legal, taxation, and other advisors concerning the transaction. Also see “Risk Factors”. This Red
Herring Prospectus contains information from third parties, including an industry report prepared by an independent
third-party research agency, CARE Analytic and Advisory Private Limited, which we have commissioned and paid for
purposes of confirming our understanding of the industry exclusively in connection with the Offer.

While preparing its report, CARE has also sourced information from publicly available sources, including our
Company’s financial statements available publicly. However, financial information relating to our Company presented
in other sections of this Red Herring Prospectus has been prepared in accordance with Ind AS and restated in
accordance with the SEBI ICDR Regulations. Accordingly, the financial information of our Company in this section is
not comparable with Ind AS financial information presented elsewhere in this Red Herring Prospectus.

ECONOMIC OUTLOOK

Global Economy

Global growth, which stood at 3.3% in CY23, is anticipated to fall to 3.2% in CY24 and then bounce back again to
3.3% in CY25. The CY24 forecast has remained same compared to the April 2024 World Economic Outlook (WEO)
Update, and increased by 0.1 percentage point compared to the January 2024 WEO. Despite this, the expansion remains
historically low, attributed to factors including sustained high borrowing costs, inflation woes, reduced fiscal support,
lingering effects of Russia’s Ukraine invasion, Iran–Israel Cold War, sluggish productivity growth, and heightened geo-
economic fragmentation.

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Chart 1: Global Growth Outlook Projections (Real GDP, Y-o-Y change in %)
8.0%

6.0%
GDP growth (Y-o-Y %)

4.0%

2.0%

0.0%
CY19 CY20 CY21 CY22 CY23 CY24P CY25P CY26P CY27P CY28P CY29P
-2.0%

-4.0%

-6.0%

World Advanced Economies Emerging Market and Developing Economies

Notes: P-Projection; Source: IMF – World Economic Outlook, July 2024

Table 1: GDP growth trend comparison - India v/s Other Economies (Real GDP, Y-o-Y change in %)
Real GDP (Y-o-Y change in %)Real GDP (Y-o-Y change in %)
CY20 CY21 CY22 CY23 CY24P CY25P CY26P CY27P CY28P CY29P
India -5.8 9.7 7.0 8.2 7.0 6.5 6.5 6.5 6.5 6.5
China 2.2 8.5 3.0 5.2 5.0 4.5 3.8 3.6 3.4 3.3
Indonesia -2.1 3.7 5.3 5.0 5.0 5.1 5.1 5.1 5.1 5.1
Saudi Arabia -3.6 5.1 7.5 -0.8 1.7 4.7 4.0 3.5 3.0 3.5
Brazil -3.3 4.8 3.0 2.9 2.1 2.4 2.1 2.0 2.0 2.0
Euro Area -6.1 5.9 3.4 0.5 0.9 1.5 1.4 1.3 1.3 1.2
United States -2.2 5.8 1.9 2.5 2.6 1.9 2.0 2.1 2.1 2.1
P- Projections; Source: IMF- World Economic Outlook Database (July 2024)

Advanced Economies Group

Advanced economies are expected to experience a gradual increase in growth, remaining same at 1.7% in CY23 and
CY24 and increasing to 1.8% in CY25. The projection for CY24 and CY25 remains unchanged compared to the April
2024 WEO Update.

The United States is expected to see growth rise to 2.6% in CY24, followed by a slight slowdown to 1.9% in CY25.
This deceleration is attributed to gradual fiscal tightening and labor market softening, which dampen aggregate demand.
The CY24 projection has been revised downward by 0.1 percentage points since the April CY24 WEO Update. This
revision primarily reflects carryover effects from stronger-than-expected growth in the fourth quarter of CY23, with
some of this momentum expected to continue into CY24.

The Euro Area's growth is anticipated to rebound from its sluggish rate of 0.5% in CY23, mainly influenced by
exposure to the conflict in Ukraine. Projections indicate an increase to 0.9% in CY24 and further to 1.5% in CY25. This
recovery is driven by stronger household consumption, as the impact of elevated energy prices diminishes and declining
inflation bolsters real income growth. Additionally, strong momentum in services, higher than expected net exports,
and higher investments have further driven this growth. But, countries like Germany are expected to have a sluggish
recovery on account of weak manufacturing growth.

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Emerging Market and Developing Economies Group
Emerging market and developing economies are forecasted to maintain stable growth at 4.3% in both CY24 and CY25.
This forecast has been revised upwards by 0.1 percentage point as compared to the April 2024 WEO update on account
of stronger activity in Asia, particularly China and India. Growth prospects in economies across the Middle East and
Central Asia continue to be weighed down by oil production and regional conflicts. Growth forecast of sub-Saharan
Africa has also been revised downward on account of weak economic activity. Low-income developing countries are
anticipated to experience a gradual growth uptick, starting at 3.9% in CY23 and climbing to 4.4% in CY24 and 5.3%
in CY25, as certain constraints on near-term growth begin to ease.

The economic forecast for emerging and developing Asia reveals a modest deceleration in growth, with projections
indicating a decline from 5.7% in CY23 to 5.4% in CY24 and 5.1% in CY25. China's trajectory reflects a slowdown,
transitioning from 5.2% in CY23 to 5.0% in CY24 and 4.5% in CY25 due to fading post-pandemic stimuli and ongoing
property sector challenges. In contrast, India's growth remains robust, with anticipated rates of 7.0% in CY24 and 6.5%
in CY25, bolstered by resilient domestic demand and a burgeoning working-age populace.

The Indonesian economy is expected to register growth of 5.0% in CY24 and 5.1% in CY25 with a strong domestic
demand, a healthy export performance, policy measures, and normalization in commodity prices. Saudi Arabia’s
growth slowed at -0.8% in CY23 attributed to lower oil production. CY24 is predicted to see a revamp in the growth
rates to 1.7% on account of Vision 2030 reforms that helped advance the country’s economic diversification agenda,
including through reduced reliance on oil. The forecast for CY24 has been revised downward as compared to the April
2024 WEO update on account of extension of oil production cuts. Going forward, GDP is expected to grow at 4.7%
and 4.0% in CY25 and CY26, respectively. On the other hand, Brazil's growth is projected to ease to 2.1% in CY24,
driven by fiscal consolidation, the lingering impact of tight monetary policies, and reduced contributions from the
agricultural sector. There has been a downward revision in forecast for CY24 compared to April 2024 WEO update on
account of the near-term impact of flooding. Going forward, GDP is expected to grow at 2.4% in CY25 on account
reflecting reconstruction following the floods and supportive structural factors.

Despite the turmoil in the last 2-3 years, India bears good tidings to become a USD 5 trillion economy by CY27.
According to the IMF dataset on Gross Domestic Product (GDP) at current prices, the nominal GDP has been at USD
3.6 trillion for CY23 and is projected to reach USD 5.3 trillion by CY27 and USD 6.4 trillion by CY29. India’s expected
GDP growth rate for coming years is almost double compared to the world economy.

Besides, India stands out as the fastest-growing economy among the major economies. The country is expected to grow
at more than 6.5% in the period of CY24-CY29, outshining China’s growth rate. By CY27, the Indian economy is
estimated to emerge as the third-largest economy globally, hopping over Japan and Germany. Currently, it is the third-
largest economy globally in terms of Purchasing Power Parity (PPP) with a ~7.6% share in the global economy, with
China [~18.7%] on the top followed by the United States [~15.6%]. Purchasing Power Parity is an economic
performance indicator denoting the relative price of an average basket of goods and services that a household needs for
livelihood in each country.

Despite Covid-19’s impact, high inflationary environment and interest rates globally, and the geopolitical tensions in
Europe, India has been a major contributor to world economic growth. India is increasingly becoming an open economy
as well through growing foreign trade. Despite the global inflation and uncertainties, Indian economy continues to show
resilience. This resilience is mainly supported stable financial sector backed by well-capitalized banks and export of
services in trade balance. With this, the growth of Indian economy is expected to fare better than other economies
majorly on account of strong investment activity bolstered by the government’s capex push and buoyant private
consumption, particularly among higher income earners.

149
Indian Economic Outlook

GDP Growth and Outlook

India’s real GDP grew by 7.0% in FY23 and stood at ~Rs. 161 trillion, as per the First Revised Estimate, despite the
pandemic in previous years and geopolitical Russia-Ukraine spillovers. In Q1FY24, the economic growth accelerated
to 8.2%. The manufacturing sector maintained an encouraging pace of growth, given the favorable demand conditions
and lower input prices. The growth was supplemented by a supportive base alongside robust services and construction
activities. This momentum remained in the range in the Q2FY24 with GDP growth at 8.1%, mainly supported by
acceleration in investments. However, private consumption growth was muted due to weak rural demand and some
moderation in urban demand amid elevated inflationary pressures in Q2FY24. The GDP growth number improved for
Q3FY24 at 8.6%.

India's GDP at constant prices surged to Rs. 47.24 trillion in Q4FY24 from Rs. 43.84 trillion in Q4FY23, marking a
7.8% growth rate. This upswing was fueled by robust performances in construction, mining & quarrying, utility
services, and manufacturing sectors and investment drove the GDP growth, while both private and government
consumption remained subdued.

The top 10 companies in the Indian Flexible Intermediate Bulk Containers (FIBC) industry, which is a very small and
highly fragmented market, accounted for roughly 45% of the overall industry revenues in FY23. This market features
a large number of players across regions who primarily compete on the basis of pricing. The leading companies include.

FY23
Indian Top 10 FIBC players
Revenue (M USD) % Share
FlexiTuff International Limited 90.93 9.80%
Plastene India Limited 53.74 5.80%
Shankar Packagings Limited 47.8 5.20%
Rishi FIBC Solutions Private Limited 46.8 5.10%
SafeFlex International Limited 42.85 4.60%
Kanpur Plastipack Limited 35.19 3.80%
Emmbi Industries Limited 35.85 3.90%
Virgo Polymer India Limited 22.73 2.50%
Jai Corp Limited 14.58 1.60%
Jumbo Bag Limited 14.75 1.60%
Total 925.91 43.80%

These companies represent the major players in the market, indicating a major concentration of revenue among the top
performers amidst intense competition.

Global Flexible Intermediate Bulk Packaging Industry

Overview

The flexible intermediate bulk container (FIBC) industry encompasses the production, sale, and purchase of flexible
intermediate bulk containers. FIBCs are large, flexible bags used to transport or store bulk materials, such as powders,
granules, flakes, minerals, chemicals, and food products. Further, FIBCs are also classified as bulk transporting
packaging made of flexible and foldable fabric materials woven together. They are widely used in the transportation,
storage, and protection of dry products and contents. They are lightweight, recyclable, and environmentally friendly. In
addition, FIBCs can be transported with the assistance of pallets fitted below them, making them easier to lift and

150
handle. As a result, they are a versatile and efficient packaging solution for the transportation and storage of bulk
materials.
Figure 1: Flexible Intermediate Bulk Packaging

Source: CareEdge Research, Maia Research

The global Flexible Intermediate Bulk Packaging (FIBC) industry has undergone an evolution. They have become
ubiquitous in the industrial world for storing and transporting a wide range of products. The exact origins of FIBCs
remain somewhat unclear, with estimates placing their initial development sometime between the 1940s and 1950s.
Early models were made from materials like PVC rubber, offering limited flexibility and strength compared to today's
FIBCs. They were primarily used for transporting carbon black in the rubber processing industry. They likely emerged
between 1955 and 1965, gaining popularity in Japan and Europe before reaching the U.S. The invention of
polypropylene in the 1960s marked a turning point for FIBCs. This durable and chemically resistant material provided
the necessary strength and flexibility for FIBCs to handle a broader range of products. This led to their adoption by
various industries, including oil and chemicals, for storing and moving fine powders.

The 1970s saw the global expansion of the FIBC industry, driven by factors such as the oil crisis and increasing
international trade. A crucial turning point came during the 1973 oil crisis, when FIBCs proved the most economical
solution for transporting massive amounts of cement to oil-producing countries. The need to transport large quantities
of materials efficiently and cost-effectively made FIBCs a preferred solution. This period also saw the development of
specialized FIBC designs for specific applications, like food-grade FIBCs for transporting sensitive food products.
Several features contribute to their enduring popularity, including their customizability, foldability, lightweight nature,
ease of use, and disposal/recycling options. The success of bulk bags has led to the development of sub-types like super
sacks, designed to hold even more material, and sand bags, specifically used for transporting masonry sand and dirt.
Today, these versatile and economical containers are used worldwide for storing and transporting a wide range of dry
and flowable products, from food and chemicals to construction materials and minerals. The 21st century has witnessed
technological advancements in the FIBC industry. New materials and manufacturing techniques have improved the
strength, durability, and safety of FIBCs. Additionally, the industry has embraced sustainability initiatives, with a focus
on using recycled materials and reducing the environmental impact of FIBC production and disposal.

Accordingly, FIBCs are widely used in a variety of industries, including food & beverage, chemicals, construction,
pharmaceutical, and manufacturing. They It offers a number of advantages over traditional packaging solutions, such
as rigid containers and drums. First, lightweight and second foldability, which saves space not in use. FIBCs are also
relatively inexpensive and can be customized to meet the specific needs of different industries and applications.
Moreover, the flexible intermediate bulk container (FIBC) industry growth is influenced by industrialization,
infrastructure development, trade activities, and specific industry requirements. As a result, the FIBC industry is highly
competitive, with numerous manufacturers and suppliers operating on a regional or international scale.

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Global FIBC Consumption Market Size and Outlook

The global FIBC consumption market was valued at USD 4,856 million in 2023 and is expected to grow to USD 5,117
million in 2024. The market growth is attributed to the rising need to reduce the weight of bulk packaging, the thriving
food and pharmaceutical industries, and the expanding manufacturing and construction sectors in developing regions.

Flexible intermediate bulk containers (FIBCs) are used in a wide range of end-use industries, including food, chemicals,
pharmaceuticals, building & construction, mining, manufacturing, agriculture, and waste handling. The expansion of
the pharmaceutical industry is resulting to a high demand for FIBCs, as they are an efficient and cost-effective way to
transport and store pharmaceutical products. Additionally, FIBCs can be folded and pressed together to save space,
making them a popular choice for businesses that need to store large quantities of bulk materials.

The other factors driving the flexible intermediate bulk container (FIBC) market growth include the capacity of FIBCs
to hold large amounts of weight, the ability of FIBCs to store a wide range of dry & flowable products, the use of FIBCs
to manage finished granules and small-size materials in industrial premises, and the low cost, low weight, and easy
handling of FIBCs. Additionally, technological advancements in packaging components, technologies, and applications
offer market growth opportunities.

However, the need to install specified liners in flexible intermediate bulk containers (FIBCs) for certain applications
and their use only in a single type of material are among the challenges that the FIBC market faces. Also, during
COVID-19, FIBC manufacturers encountered challenges in importing and shipping raw materials and finished products
alongside meeting the demand for bulk bags. Similarly, the COVID-19 crisis and the subsequent international
lockdowns had an unprecedented impact on lead times for factories, distributors, and end-users, resulting to
uncertainties in product deliveries. Accordingly, in the aftermath of the pandemic, manufacturers adopted strategic
measures to recover from these losses and introduced innovative FIBCs to better serve the needs of end-users.

Overall, the global FIBC consumption market is expected to witness strong growth in the coming years. The increasing
inclination of end-users to opt for FIBC instead of traditional packaging and transport methods is a key driver of this
trend. While the demand for enhanced durability had a relatively minor impact on the adoption rate of FIBC,
manufacturers are now diversifying their product lines to meet the rising demand from end-users. The market size of
FIBC industry is depicted below:

Chart 2: Global FIBC Consumption Market Size by Value and Volume

152
 Global FIBC Consumption - Market Size in Volumes (K
Units)

6,00,000
5,00,000

5,54,346
5,28,594
5,02,048
4,84,643
4,00,000
4,32,870

3,00,000
2,00,000
1,00,000
-
2020 2021 2022 2023 2024F

Global FIBC Consumption Value (in USD Million)

6,000
5,000
5,117
4,856
4,703

4,000
4,647

3,000
3,677

2,000
1,000
-
2020 2021 2022 2023 2024F
Source: CareEdge Research, Maia Research
Note: The year mentioned in this chart and subsequent sections is calendar year; F- Forecasted

Large Global and Domestic Players in the Industry

FY23
Global Top 10 FIBC players
Revenue (M USD) % Share
Grief, Inc 293.14 6.46%
LC Packaging International BV 122.82 2.71%
FlexiTuff International Limited 90.93 2.00%
Plastene India Limited 53.74 1.18%
FIBC Vietnam 50.57 1.11%
Shankar Packagings Limited 47.8 1.05%
Rishi FIBC Solutions Private Limited 46.8 1.03%
Jianyuanchun 43.44 0.96%
SafeFlex International Limited 42.85 0.94%
Quick Way FIBC 38 0.84%
Total 4537.39 18.29%
Source: CareEdge Research, Maia Research

Market Analysis by Types and Applications

Flexible intermediate bulk containers (FIBCs) are made from flexible woven materials, usually polypropylene (PP),
and have the capability to accommodate weights ranging from 500 kg to 2,000 kg. These containers are frequently

153
employed for the storage of dry and pourable materials, including grains, seeds, salts, chemicals, sands, clays, cement,
and various other substances.

The various types of FIBC market are described below:

Types Description
These FIBCs are made from non-conductive fabric and do not provide any static protection.
Type A Bulk Bags They are suitable for non-flammable materials that do not pose a risk of electrostatic
discharge.
Type B FIBCs are made from antistatic fabric designed to prevent the buildup of
Type B Bulk Bags electrostatic charges. However, they do not provide full protection against sparks and
incendiary discharges.

Also known as “grounded” FIBCs, Type C bags are made from electrically conductive
Type C Bulk Bags fabric. They are equipped with grounding mechanisms to safely dissipate static charges,
making them suitable for flammable materials.

Type D FIBCs use static dissipative fabric to prevent the occurrence of incendiary sparks.
Type D Bulk Bags They do not require grounding and offer protection against hazardous charges for both
flammable and non-flammable materials.

Under the global FIBC market, Type A Bulk Bags stand at 43% market share followed by Type B Bulk Bags, Type C
Bulk Bags, and Type D Bulk Bags, which account for 37%, 14% and 7% respectively in 2023. The global market share
of FIBC by types in 2023 (calendar year) is depicted below:

Chart 3: Global FIBC Market Share by Types in 2023

7%

Type A Bulk Bags

14%
43% Type B Bulk Bags
Type C Bulk Bags
37% Type D Bulk Bags

Source:
CareEdge Research, Maia Research

FIBCs are majorly utilized across a range of industries, including food, chemicals, pharmaceuticals, construction,
mining, and more. Bulk bags and containers are largely used for storing and transporting large quantities of solid and
semi-solid substrates such as mining, chemicals, and agriculture products. The high-quality propylene bags and
containers are extremely useful for pharmaceuticals and food storage, which ensures optimum freshness of the
consumable products. Accordingly, it can be applied to food & agriculture, chemicals, petrochemicals, construction
materials, minerals and ores, and pharmaceuticals. The global market share of FIBC market by application in 2023 is
depicted below:

Chart 4: Global FIBC Market Share by Applications in 2023

154
 2%
7% Food & Agriculture
9%
Chemicals & Petrochemicals
32%
Construction Materials

Minerals and Ores

28%
Pharmaceuticals

23% Others

Source: CareEdge Research, Maia Research

Region-Wise Market Size

The FIBC market is expected to witness growth in the coming years, driven by the increasing demand from various
industries and the thriving e-commerce industry. The United States is the largest market for FIBCs, followed by Europe.
The United States FIBC market growth is attributed to the increasing demand from the food & beverage, chemicals,
and construction industries. Whereas the Europe FIBC market growth is driven by the increasing demand from the food
& beverage, chemicals, and pharmaceutical industries. Further, the increasing demand for flexible intermediate bulk
containers in developed nations such as the United States, Japan, Germany, France, etc., primarily stems from the
growing pharmaceutical sector, driven by an ageing population. Moreover, the Asia-Pacific FIBC market growth is
accredited to the increasing demand from the food & beverage, chemicals, and construction industries in developing
countries such as Japan and India.

The global FIBC market consumption share by regions in 2023 is depicted below: -

Global FIBC Consumption Market Share by Regions in 2023

United States
Europe
22%
34%
Australia & New Zealand
Japan
Canada

19% India
4%
Latin America
13% 2%4%2%
Others

Source: CareEdge Research, Maia Research

Note: The year mentioned in this chart and subsequent sections is calendar year; F- Forecasted

• America Market
The America FIBC consumption market was valued at 1,232 USD million in 2023 and is expected to grow further. This
growth is attributed to the increasing demand for FIBC from various industries such as food & beverage, chemicals,
and construction. Additionally, the change in the distribution of industrial products such as chemicals and electronics
contributes to the growth of bulk packaging in the United States. The primary growth drivers of this segment are the
convenience of transport compared to inflexible bulk packaging and the superior alternative it offers to smaller bags.
Moreover, the United States is the largest market for FIBC in the world, accounting for over 22% of the global market
share. The country has a large and growing manufacturing sector, which is the primary driver of the demand for FIBC.
Further, the food & beverage industry is the largest consumer of FIBCs in the United States, accounting for over 25%

155
of the total market consumption. The industry utilizes FIBC to transport and store various products such as flour, sugar,
and rice. Whereas the chemicals industry is the second-largest consumer of FIBCs, accounting for over 20% of the total
market consumption. The industry uses FIBC to transport and store various chemicals in agricultural sectors such as
fertilizers, pesticides, and herbicides. The construction industry is the third-largest consumer of FIBCs, accounting for
over 15% of the total market consumption. The industry uses FIBC to transport and store various construction materials
such as cement, sand, and gravel.

Accordingly, the FIBC market in the United States is highly competitive, with a number of domestic and international
players operating in the market. However, economic growth or recession can impact the demand for FIBCs, especially
in the construction and manufacturing industries. On the other hand, the growing e-commerce industry is also expected
to boost the demand for FIBC in the United States followed by increasing demand from the food & beverage and
chemicals industries and the rising demand for sustainable packaging solutions.

America FIBC Consumption Market Size by Volume and Value

US Market FIBC Consumption Volume (in '000 units)

1,40,000
1,20,000
1,00,000
80,000
60,000
40,000
1,06,319

1,11,225

1,17,362

1,23,613
95,184

20,000
-
2020 2021 2022 2023 2024F

US Market FIBC Consumption Value (in USD Million)

1,400
1,200
1,302
1,232
1,187

1,180

1,000
800
928

600
400
200
-
2020 2021 2022 2023 2024F
Source: CareEdge Research, Maia Research
Note: The year mentioned in this chart and subsequent sections is calendar year; F- Forecasted

• Europe Market
The Europe FIBC consumption market is valued at 1,008 USD million in 2023 and it grew at a CAGR of 8.8% over
the period, 2020-2023. The market growth is accredited to the increasing demand from various industries such as food
& beverage, chemicals, construction, and pharmaceuticals, as well as the growing e-commerce industry. The surging
demand for secure bulk transportation of industrial chemicals and mining products has led to increased production of
bulk bags, encompassing varieties like antistatic bags and cross-corner bags in the Europe region. Moreover, the
escalating need for high-quality, contamination-free solutions for delivering food and agricultural products is driving

156
the widespread adoption of certified food bags and bulk bags. The expanding utilization of such bags across diverse
industrial sectors is propelling sales in Europe.

Further, the demand for bulk shipping and storage of industrial chemicals and materials in distribution centers and
warehouses is creating opportunities for bulk bag sales in Europe. Several industries are increasingly favoring bulk bags
for transporting the majority of their materials. Notably, the chemicals, fertilizers, food products, and agriculture sectors
have remained key end-users of bulk bags, and demand from these industries is expected to remain steady, contributing
to the overall market expansion.

Furthermore, the growing need for versatile and spill-proof delivery solutions propels the demand for bulk bags, as they
are considered ideal for safeguarding shipments against unexpected incidents. End-users are striving to address both
cost-effective transportation and efficient storage of bulk products, resulting to the growing popularity of flexible and
collapsible bulk bags. Moreover, added benefits, such as reduced shipping costs during return trips and confirmed
product quality, are further fueling growth.

In the European market, industrial food products, chemicals, fertilizers, and agriculture industries are anticipated to
hold a good amount of share in the expansion of the FIBC market. The increasing trade of pharmaceutical products and
chemical materials among various European countries has been registering growth. The e-commerce industry is also
expected to drive the demand for FIBCs in the coming years, as they are widely used for the packaging and
transportation of goods and a cost-effective and efficient way to handle large quantities of goods.

There is a growing demand for sustainable FIBCs made from recycled materials or biodegradable materials in Europe.
Accordingly, technological advancements in the FIBC industry are resulting to the development of new and innovative
FIBCs with improved features, such as strength, durability, ease of handling environmental concerns, and sustainability.
Such factors influence the FIBC market in Europe, resulting to the development of more environmentally friendly
materials and manufacturing processes. The trend toward sustainability is likely to continue, resulting to increased
demand for eco-friendly FIBCs and recycling solutions. Overall, the European FIBC market is expected to perform
well in the coming years, driven by the increasing demand from various industries and the growing e-commerce
industry.

Europe FIBC Consumption Market Size by Volume and Value

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 Europe Market FIBC Consumption Volume (in '000 units)

1,20,000
CAGR - 6%

1,00,000

80,000

60,000

40,000

1,01,031

1,05,588
84,474

93,500

97,096
20,000

-
2020 2021 2022 2023 2024F

Europe Market FIBC Consumption Value (in USD Million)

1,200
CAGR - 9%

1,000 1,057
993 979 1,008
800
783
600

400

200

-
2020 2021 2022 2023 2024F

Source: CareEdge Research, Maia Research

Note: The year mentioned in this chart and subsequent sections is calendar year; F- Forecasted

• Australia and New Zealand Market

The Australia and New Zealand FIBC consumption market was valued at 100 USD million in 2023 and it grew at a
CAGR of 10.6% during 2020-2023. The FIBC market in Australia and New Zealand is relatively small compared to
larger global markets but has been experiencing steady growth. These containers are used in various industries,
including agriculture, mining, chemicals, and construction.

Sustainability concerns are influencing the FIBC market growth in Australia and New Zealand, prompting to the
development of more environmentally friendly materials and production processes. In line with the continuous
commitment to environmental sustainability, the Australia and New Zealand market is emphasizing the production of
sustainable FIBC products in order to contribute positively to the environment and end-use industries.

In addition, the Australia and New Zealand FIBC market has been advancing efforts to boost recycling rates, with
investments in recycling technology coming from major waste processors and recyclers. Concurrently, local plastic
manufacturers are making investments to prepare for the utilization of recycled plastics and incorporate recycled
content. Every type of FIBC configuration is seamlessly shifting to the new Green Bag, in every industry like mining,
manufacturing, construction, chemicals, dairy, and other food processing industries.

158
Australia & New Zealand FIBC Consumption Market Size by Volume and Value

Australia & New Zealand Market FIBC Consumption

Volume (in '000 units)
12,000
CAGR - 8%
10,000

8,000

6,000

4,000

10,173

10,808
8,097

9,195

9,526
2,000

-
2020 2021 2022 2023 2024F

Australia & New Zealand Market FIBC

Consumption Value (in USD Million)
120
CAGR - 11%
100 107
96 100
95
80

60 74

40

20

-
2020 2021 2022 2023 2024F

Source: CareEdge Research, Maia Research

Note: The year mentioned in this chart and subsequent sections is calendar year; F- Forecasted

• Canada Market
The Canada FIBC consumption market was valued at 131 USD million in 2023 and it grew at a CAGR of 11% during
the period of 2020-2023. The FIBC market in Canada is subject to various influences, including industrial production,
manufacturing activities, and the growing demand for bulk packaging solutions. While it may be considered relatively
smaller compared to larger economies, its significance spans across multiple sectors. Within this region, a diverse array
of packaging materials and products finds applications in industries such as food & beverage, healthcare, personal care,
and e-commerce.

Of these, the food & beverage industry stands as the largest end-user. This sector has experienced robust growth in
recent years, driven by changing lifestyles, an increased appetite for processed foods, a growing population, and the
widespread adoption of e-retail throughout Canada. Besides, Canada's robust economy also presents a dependable
market for cosmetics and personal care products. As a result, the heightened awareness of personal health and safety is
expected to boost the personal care market's growth in the foreseeable future.

Accordingly, improved living standards and high disposable income levels in Canada are further propelling the personal
care industry's expansion, consequently driving demand for plastic packaging to preserve the quality of packaged
cosmetic and household items. Furthermore, FIBC produced through the extrusion process, offers exceptional
convenience, adaptability, and product shelf life during the transportation of pharmaceuticals, tablets, powders, and
bulk liquids. The burgeoning pharmaceutical market in Canada, combined with substantial export volumes, is fueling

159
the need for flexible packaging solutions. This, in turn, is poised to benefit the growth of the extrusion technology
segment in the coming years.

Moreover, the increasing adoption of convenient and lightweight packaging solutions alongside the thriving end-use
industries propel the expansion of the FIBC market in Canada. Similarly, the strengthening of plastic recycling
infrastructure worldwide and growing investments in bioplastic research & development activities are expected to lead
to the emergence of more eco-friendly plastic packaging options in the near future.

Canada FIBC Consumption Market Size by Volume and Value

Canada Market FIBC Consumption Volume (in '000

units)

16,000
14,000 CAGR - 8%
12,000
10,000
8,000
6,000
4,000
12,347
10,326

11,479

13,126

14,027

2,000
-
2020 2021 2022 2023 2024F

Canada Market FIBC Consumption Value (in USD Million)

160
CAGR - 11%
140
141
120 131
122 125
100
80 96

60
40
20
-
2020 2021 2022 2023 2024F

Source: CareEdge Research, Maia Research

Note: The year mentioned in this chart and subsequent sections is calendar year; F- Forecasted

• Japan Market
The Japan FIBC Consumption market was valued at 240 USD million in 2023 and it grew at a CAGR of 8.2% during
the period, 2020-2023. The Japan FIBC market growth is influenced by industrial production, manufacturing activities,
and the rising need for bulk packaging solutions. The anticipated growth in the pharmaceutical and agricultural
industries is expected to further drive the market in Japan. Whereas, Japan's demand for flexible intermediate bulk
containers is primarily propelled by the expanding pharmaceutical sector due to the increasing ageing population.
Furthermore, in Japan, the flourishing pharmaceutical industry remains a key driver for the demand for flexible
intermediate bulk containers, primarily attributed to the ageing demographic. Additionally, the increasing investments
in e-commerce businesses are expected to stimulate demand within the FIBC market. Moreover, the shifting consumer

160
preferences toward reusable packaging, driven by a heightened awareness of environmental protection and waste
reduction, is also anticipated to bolster the demand for FIBC in this region.

Japan FIBC Consumption Market Size by Volume and Value

Japan Market FIBC Consumption Volume (in '000

units)
30,000
CAGR - 6%
25,000

20,000

15,000

10,000
20,017

21,835

22,839

23,565

24,527
5,000

-
2020 2021 2022 2023 2024F

Japan Market FIBC Consumption Value (in USD

Million)
300
CAGR - 8%
250
240 251
237 236
200
190
150

100

50

-
2020 2021 2022 2023 2024F

Source: CareEdge Research, Maia Research

Note: The year mentioned in this chart and subsequent sections is calendar year; F- Forecasted

• Latin America Market

The Latin America FIBC market was valued at 166 USD million in 2023 and it grew at a CAGR of 10.3% during the
period, 2020-2023. The substantial surge in demand for FIBCs in Latin America is due to the increased requirement for
food products across various sectors. The growing adoption of these containers in the chemical industry is another
growth driver.
FIBCs are highly suitable for the transportation and storage of chemicals due to their ability to withstand harsh
conditions such as high temperatures and exposure to chemicals. Another prominent trend driving the market is the
escalating utilization of these containers within the food and agriculture industries. FIBCs are commonly employed for
transporting and storing grains, cereals, and other food items. This preference is partly due to their capacity to shield
the contents from moisture and other environmental factors, alongside the added stability offered by the four-loop
design. Further, innovations within the FIBC product realm represent a trend in the Latin America FIBC market.
Anticipated to have a positive impact on the industry, these innovations encompass alterations in product shape,
enhanced handling convenience, and advancements in the properties of the raw materials used in FIBC manufacturing.

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Similarly, cost-effectiveness is a pivotal driver propelling the growth of the Latin American FIBC market. The usage
of FIBCs allows end-users to attain the same storage capacity as rigid bulk storage products, like drums, but at a reduced
cost. This reduction in cost aids end-users in minimizing their overall expenses related to bulk packaging. Further,
owing to their flexibility and lightweight nature, FIBCs possess a higher truckload capacity compared to rigid bulk
storage products.

Furthermore, sustainability has emerged as a critical factor for both businesses and consumers. As environmental
concerns continue to heighten, FIBC manufacturers and marketers in Latin America are adapting to meet the rising
demand for eco-friendly packaging solutions. Accordingly, it is anticipated that FIBC market will prominently
showcase sustainable materials, including recycled or biodegradable fabrics, and emphasize the recyclability or
reusability of FIBCs.

Marketing strategies will likely revolve around highlighting the reduced carbon footprint and waste reduction achieved
by utilizing FIBCs as compared to traditional packaging alternatives.

Latin America FIBC Consumption Market Size by Volume and Value

Latin America FIBC Market Consumption Volume

(in '000 units)
25,000

CAGR - 8%
20,000

15,000

10,000
15,528

17,215

18,482

19,369

20,633

5,000

-
2020 2021 2022 2023 2024F

Canada Market FIBC Consumption Value (in USD

Million)
200
CAGR - 10%
180
160 178
161 166
140 157
120
124
100
80
60
40
20
-
2020 2021 2022 2023 2024F

Source: CareEdge Research, Maia Research

Note: The year mentioned in this chart and subsequent sections is calendar year; F- Forecasted

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 Product Details on Flexible Intermediate Bulk Packaging Industry

1. Container Liners

Container liners are put into containers and secured with webbing or ties. Container liners can be used to carry dry bulk
items including sand, soda ash, silica, agricultural seeds, cereals, petrochemicals, urea, and fertilisers. Utilising
container liners is a convenient, labor-saving, and cost-effective packing solution due to its unique qualities and benefits.
Bulk With automated equipment like a belt thrower, conveyor, or gravity-fed setup, container liners may be loaded and
discharged quickly and simply. As a result, handling time for such shipping containers is drastically decreased.

Container liners are made from a variety of materials, including:

• Polyethylene (PE): PE liners are the most common type of container liner. They are lightweight, durable, and
waterproof.

• Polypropylene (PP): PP liners are similar to PE liners, but they are more resistant to chemicals and heat.

• Aluminum: Aluminum liners are used to transport sensitive or hazardous materials. They are expensive, but they
offer excellent protection against moisture, oxygen, and light.

2. BOPP printed small Bags

BOPP printed small bags are a type of flexible packaging made from biaxially oriented polypropylene (BOPP). BOPP
is a durable and lightweight material that is well-suited for a variety of packaging applications.The printed small bags
are typically used to package food, snacks, and other small consumer goods. They are also used for promotional and
marketing purposes. They can be printed with a variety of designs and colors, making them ideal for branding and
product recognition. They can also be printed with nutritional information, barcodes, and other important information.

BOPP printed small bags offer a number of benefits, including:

1. Durability: BOPP is a strong and tear-resistant material, making it ideal for packaging fragile products.
2. Lightweight: BOPP is a lightweight material, which can help to reduce shipping costs.
3. Transparency: BOPP is a transparent material, which allows consumers to see the product inside the bag.
4. Printability: BOPP can be printed with high-quality graphics and text.
5. Versatility: BOPP printed small bags can be used to package a wide variety of products.

3. Special PP woven Bags

Special PP woven bags are polypropylene woven bags that have been modified or enhanced to provide additional
features or benefits. Some common examples of special PP woven bags include:

• UV-resistant PP woven bags: These bags are treated with a special coating that protects them from the harmful
effects of ultraviolet (UV) rays. This makes them ideal for storing and transporting products that are sensitive to
UV light, such as food, pharmaceuticals, and chemicals.

• Anti-static PP woven bags: These bags are treated with an anti-static coating that prevents the buildup of static
electricity. This makes them ideal for packaging and transporting flammable or explosive materials.

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 • Food-grade PP woven bags: These bags are made from food-grade materials and are designed to come into direct
contact with food products. They are often used to package rice, flour, sugar, and other dry food products.

• Heavy-duty PP woven bags: These bags are designed to withstand heavy loads and harsh conditions. They are
often used to package construction materials, chemicals, and other industrial products.

• Custom-printed PP woven bags: These bags can be printed with custom logos, designs, and information. This
makes them ideal for branding and marketing purposes.

Special PP woven bags offer a number of advantages over traditional PP woven bags, including:

• Improved performance: Special PP woven bags are designed to meet specific needs and applications. This means
that they can offer improved performance in terms of strength, durability, resistance to chemicals and UV light,
and other factors.

• Greater versatility: Special PP woven bags can be used to package a wider range of products, including food,
pharmaceuticals, chemicals, and industrial products.

• Enhanced branding and marketing: Custom-printed PP woven bags can help to promote your brand and
increase product awareness.

• Special PP woven bags: These are a popular choice for businesses that need packaging that is durable, versatile,
and customizable. They are used in a wide range of industries, including food, pharmaceuticals, chemicals,
construction, and manufacturing.

Here are some examples of special PP woven bags that are used in specific industries:

➢ Food industry: UV-resistant PP woven bags are used to package food products that are sensitive to UV light,
such as rice, flour, sugar, and tea. Food-grade PP woven bags are used to package food products that come into
direct contact with the bag, such as bread, snacks, and frozen food.

➢ Pharmaceutical industry: UV-resistant PP woven bags are used to package pharmaceuticals that are sensitive to
UV light. Anti-static PP woven bags are used to package pharmaceuticals that are flammable or explosive.

➢ Chemical industry: Anti-static PP woven bags are used to package chemicals that are flammable or explosive.
Heavy-duty PP woven bags are used to package chemicals that are corrosive or hazardous.

➢ Construction industry: Heavy-duty PP woven bags are used to package construction materials, such as cement,
sand, and gravel.

➢ Manufacturing industry: Heavy-duty PP woven bags are used to package industrial products, such as machinery,
parts, and components.

4. Bags made from Recycled PP

Bags made from recycled PP (polypropylene) are a sustainable and environmentally friendly alternative to traditional
plastic bags. PP is a durable and lightweight material that can be recycled multiple times. Recycled PP bags are typically
made from post-consumer waste, such as used food packaging and shopping bags. Recycled PP bags offer a number of
advantages over traditional plastic bags, including:

164
 • Reduced environmental impact: Recycled PP bags help to reduce the amount of plastic waste that ends up in
landfills and incinerators. They also help to conserve natural resources and reduce greenhouse gas emissions.

• Improved performance: Recycled PP bags are just as durable and strong as traditional plastic bags. They are also
water-resistant and tear-resistant.

• Versatility: Recycled PP bags can be used for a variety of purposes, including shopping, carrying groceries, and
storing items.

• Affordability: Recycled PP bags are typically less expensive than traditional plastic bag.

Growth & Opportunities in FIBC Industry

• Rapid Industrialization

One of the primary drivers of growth in this industry is the rapid pace of industrialization worldwide. FIBCs are
increasingly being adopted by manufacturers in the chemical and agriculture sectors for the transportation of various
commodities, including grains, rice, potatoes, cereals, and liquid chemicals. Additionally, these bags are used to store
and transport construction supplies such as carbon black, steel, alloys, minerals, cement, and sand.

Moreover, the FIBC market is expanding due to growing environmental concerns and the rising demand for lightweight,
biodegradable bulk packaging materials, particularly in the pharmaceutical sector. Pharmaceutical-grade FIBCs play a
crucial role in the storage and prevention of contamination for a wide range of medical products. Innovations in product
development, such as the introduction of FIBC variations designed for hygienic packaging solutions, are further
contributing to the industry's growth.

• Cost Effective for End-Use Industries

Flexible Intermediate Bulk Containers (FIBCs) offer cost-effectiveness, efficient load handling, ease of use, and
chemical resistance, making them a swift replacement for alternative bulk packaging options such as paper-based
products. Additionally, FIBCs contribute to weight reduction, resulting in lower transportation costs.

Beyond the surging demand anticipated in the Asia-Pacific (APAC) region, particularly in the food & beverage industry,
other key end-use sectors including chemicals, pharmaceuticals, construction, metals & mining, among others, are
progressively transitioning to FIBCs due to their advantages, such as cost-efficiency and enhanced handling
convenience.

• Growing Pharmaceutical Product and Chemical Material Trade among European Countries

Flexible Intermediate Bulk Containers (FIBCs) are United Nations-certified high-quality, non-polluting transport
solutions. The growing demand for industrial chemicals and pharmaceuticals in Europe and the growing trade volume
among European countries are driving the development of this industry market. According to the Federation of
European Pharmaceutical Industry Associations, Germany exported nearly 15% of its medicines globally in 2019.
Whereas, according to the European Chemical Industry Council, the chemical industry is the second-largest
manufacturing industry in the UK, with revenues of $74.6 billion and value-added of $22.8 billion in 2019, followed
by the food and beverage processing industry. Furthermore, the UK's chemical industry is active in all key sectors,
including petrochemicals, basic inorganic substances, agrochemicals, polymers, paints, and industries including fuel
additives, lubricants, construction chemicals, and more. The increased use of products in the industrial sector thus drives
sales in Europe.

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• Growing Demand for Cereals boosts New Zealand Market

Flexible intermediate bulk container bags (FIBC) are widely used in agricultural applications, where these bags can be
used to maintain the freshness of agricultural products and extend their shelf life. Also, a wide variety of FIBCs can
fulfil the transportation needs of a variety of different items. For example, Baffle bags and circular FlBCs are ideal for
storing dry grainy produce like legumes, beans, and rice and Fine powders like salt.
Whereas giant bags are ideal for handling livestock feed and pet food, as they help maintain the nutritional value of the
product. According to the U.S. Department of Agriculture, New Zealand's grain and feed import volumes in 2022 rose
to the highest level ever, importing 3.7 million metric tons (MMT), up 13% from the previous year. National grain and
feed demand continue to outstrip domestic supply by nearly double, with New Zealand producing 2.1 MMT in 2022,
but consuming an estimated 5.8 MMT.

• Cost-Effectiveness of FIBCs

Flexible intermediate bulk containers reduce the total weight of bulk packaging due to their negligible weight. They
can also be stored in a small space by folding and pressing multiple container bags together. Container bags are made
of flexible woven fabrics, usually polypropylene (PP), and can hold a weight of 500 kg to 2,000 kg. These flexible
intermediate containers are commonly used to store dry and mobile products such as grains, seeds, salt, chemicals, sand,
clay, cement, etc.

In addition, due to container bags' low cost and lightweight, forklift trucks can be used for mechanical processing, which
is very convenient to handle. Besides, the adoption rate is higher than that of corrugated paper packaging, which is
widely used in the pharmaceutical, chemical, and food industries. Moreover, since container bags are light in weight
and can be used multiple times, they have packaging costs and transportation costs. At the same time, with the
substitutes made of metal materials, the production process is complex with associated production costs. Therefore,
cost-effectiveness is one of the driving factors of the FIBC market.

• Rising Online Sales

With the rapid development of online e-commerce, the traditional offline B2B model has been broken, and more and
more B2B websites have facilitated procurement among enterprises. Flexible intermediate bulk containers, which
provide products for various industrial food industries, can also use online distribution channels to improve their sales
efficiency and use the convenience of the network to better meet the customization needs of consumers.
Constraints and Limitations of FIBC Industry

• High Labour Costs in Developed Areas

Labour costs play an important role in the flexible medium bulk container industry. In addition, the larger the per capita
GDP of developed countries, the higher the per capita labour remuneration and the higher the labour price level. Also,
due to the aggravation of the global ageing trend, especially in developed countries, the labour market is projecting a
shortage trend, which further raises global labour costs. Further, COVID-19 exacerbated labour market imbalances. For
example, according to an authoritative report of Japan, by 2030, Japan's labour gap will reach 6.44 million people,
facing a serious labour shortage problem1. Whereas Japan's ageing population is a substantial social problem alongside
fewer children. Therefore, the rising labour costs may limit the development of the FIBC market.

• Supply Side Challenges

A supply shock is an event that may cause changes in production capacity and production cost, thus affecting the
stability of the entire supply chain and causing price fluctuations. Supply shocks can be divided into favourable shocks

166
 and unfavourable shocks. The events that form the supply shock are not only short-term accidental events but also the
events formed by the system reform. The biggest and most long-term influencing factor is the economic system itself.
The most profound challenge to supply is policy.

In countries such as Europe and New Zealand, the industry is facing the challenge of plastic restriction orders.
According to the Proposal for Revision of EU Legislation on Packaging and Packaging Waste, as with the current
Directive, the Proposed Regulation places obligations on Member States to reduce packaging waste generation per
capita by 5% by 2030, 10% by 2035, and 15% by 2040, all compared to 2018 levels. Also, the regulation proposes to
set up return, collection, and recovery systems. Further, plastic bags, commonly used for vegetables and fruit, are
banned in New Zealand. Recyclable, biodegradable or plant-based plastic bags are also included in the ban.

• Fluctuations in Raw Material Prices

The primary raw materials employed in the manufacturing of FIBCs are PP (Polypropylene) and PE (Polyethylene),
and their prices exhibit volatility. Any increase in crude oil prices directly impacts the pricing structure of FIBCs since
these polymers are derived from petroleum.
For instance, oil price is a commodity with financial value, subject to multiple influences, such as supply & demand,
the impact of international environmental policies, and so on. During COVID-19 and the Russia-Ukraine war, the price
of crude oil has fluctuated greatly. Accordingly, affected by the fluctuation of oil prices, manufacturing costs and gross
profit changed greatly in the FIBC market.

• Labour-Intensive Process

Labour costs account for a good amount of portion, this factor has dissuaded bulk packaging manufacturers in developed
regions with elevated labour costs from venturing into the FIBC segment. Consequently, there has been a heavy reliance
on the Asia-Pacific (APAC) region to meet the demand for FIBCs. However, the growing popularity of FIBCs in
countries like India, China, and Southeast Asia has led to reduced export volumes from the APAC region. This shift in
export quantities may potentially influence the pricing dynamics for buyers in developed regions.

Potential legal challenges and Changes in Legislation for the FIBC Industry

The FIBC industry faces several potential legal challenges and changes in legislation that could impact its future
operations. These include:

1. Environmental Regulations:
Stricter regulations on plastic use and waste disposal: Governments worldwide are enacting stricter regulations on
plastic use and waste disposal, aiming to reduce plastic pollution and promote sustainability. This could lead to
increased restrictions on the use of FIBCs, particularly those made from virgin plastic materials.

Extended Producer Responsibility (EPR) schemes: EPR schemes are being implemented in various countries,
holding manufacturers responsible for the end-of-life management of their products. This could require FIBC
manufacturers to invest in recycling and recovery infrastructure, potentially increasing operational costs.

2. Safety Regulations:
Increased scrutiny of safety standards: Regulatory bodies may impose stricter safety standards for FIBCs,
particularly for those used to transport hazardous materials. This could lead to higher manufacturing costs and stricter
testing requirements.

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 Regulations on reuse and reconditioning: Regulations on the reuse and reconditioning of FIBCs may become more
stringent, requiring manufacturers to design FIBCs for longer lifespans and ensure proper handling and maintenance
during reuse.

3. Trade Regulations:
Increased trade barriers: Trade conflicts and protectionist policies could lead to increased tariffs and import
restrictions on FIBCs, disrupting global supply chains and impacting the industry's competitiveness.

Regulations on recycled content: Some countries may implement regulations requiring a minimum recycled content
in FIBCs, potentially impacting manufacturers who rely on virgin materials.

4. Product Liability Claims:

Increased risk of product liability lawsuits: If FIBCs fail to meet safety standards or cause product damage,
manufacturers may face an increased risk of legal claims and financial liabilities.

Need for robust quality control and compliance systems: To mitigate product liability risks, manufacturers will need
to implement robust quality control and compliance systems to ensure their products meet all regulatory requirements.

5. Emerging Technologies:
Rise of alternative packaging solutions: The development and adoption of alternative packaging solutions, such as
reusable containers or bulk shipping systems, could challenge the dominance of FIBCs in certain markets.

Need for innovation and adaptation: FIBC manufacturers will need to continuously innovate and adapt their products
and technologies to remain competitive in the face of emerging trends and disruptions.

Potential Changes in Legislation:

➢ Harmonization of international regulations: Efforts to harmonize international regulations for FIBCs could
lead to a more streamlined and predictable regulatory environment for manufacturers and exporters.
➢ Incentives for sustainable practices: Governments may offer incentives to FIBC manufacturers who adopt
sustainable practices, such as using recycled materials or implementing energy-efficient production processes.
➢ Investment in research and development: Increased government funding for research and development in
the FIBC industry could lead to new technologies and innovations that improve the safety, sustainability, and
performance of FIBCs.

Overall, the FIBC industry faces a dynamic regulatory landscape with both challenges and opportunities. Staying
updated on emerging regulations, adapting to changing market trends, and investing in sustainability will be crucial for
the industry's success in the future.

Indian FIBC Industry

Flexible intermediate bulk containers (FIBCs) were first introduced in India in the early 1990s. Since then, India has
developed into one of the world's key producers. Accordingly, the country is eager to globalize and export FIBC goods,
given its sustainably expanding sizable local market.

For a nation, participating in international trade has its own advantages. These include studying best practices, foreign
exchange, manufacturing efficiency, and undiscovered markets. The Indian exchequer benefits in terms of foreign
exchange profits.

According to IFIBCA (Indian Flexible Intermediate Bulk Container Association), nearly 85% of production in the
industrial sector is exported, with acceptance for exports in close to 65 nations across 6 continents. It is anticipated that
domestic demand and exports will both see exponential growth throughout the ten-year period from 2020 to 2030.

168
The industries where FIBCs are widely used are Chemicals, Food Products, Pigments, Waste Management,
Pharmaceuticals & Aggregates, Fertilizers, etc. Food products include grains and seeds, among others. These are also
used in the mining and construction industries. In 2023, chemicals and petrochemicals accounted for around 32% of
the market share, while construction materials stood at around 26%, and food and Agriculture stood at around 25%.

Chart 5: India Flexible Intermediate Bulk Container (FIBC) Market Downstream Market Share 2023

8% Chemicals & Petrochemicals

4%
5% 32% Construction Materials
Food & Agriculture

25% Minerals & Ores

Pharmacueticals
26% Others

Source: CareEdge Research, Maia Research

Moreover, the growth of several sectors and rising trade activities are driving up the demand for FIBCs. Food and
agricultural goods, medicines, chemicals, and fertilizers are just a few of the industries that have undergone
industrialization. This is due to expanded international trade and various helpful government policies in India.
Furthermore, several manufacturing businesses are springing up in India accredited to Make-in-India initiatives and
sector-specific incentives. With the expansion of end-user industries, the need for FIBC for efficient product storage
and transportation is rising.

Indian trend in Installed Capacity

The installed capacity of the FIBC Industry grew by around 3.4% y-o-y (year-on-year) in 2023. It is expected to reach
around 212.5 million units by the end of 2024. Growing demand over the years, especially from the chemicals,
construction, and food agriculture sectors has helped the FIBC sector reach healthy capacity utilization levels resulting
in players going for capacity expansion. In addition, steady export growth has further supported this capacity expansion.
The United States, Germany, and the United Kingdom are a few of the countries importing FIBCs from India.
Chart 6: Indian trend in Installed Capacity
2,15,000 2,12,500
Installed Capacity (K

2,10,000
CAGR - 2% 2,05,500
2,05,000 2,03,000
units)

2,00,000 1,96,500
1,95,000
1,95,000
1,90,000
1,85,000
2020 2021 2022 2023 2024F

Source: CareEdge Research, Maia Research

Note: The year mentioned in the respective chart and subsequent sections is calendar year; F- Forecasted

Further, the FIBC industry grew at a CAGR of 1.8% during 2020-2023, owing to continuous innovations and process
improvement across the value chain and steady traction due to continuous improvement in product quality. This growth
will be further driven by continued demand from the construction and chemicals & petrochemicals sectors, increased
exports, new market ventures, and rising awareness about the usage of sustainable products.

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Indian FIBC Consumption

The consumption of the FIBC Industry improved by around 7.3% y-o-y in 2023. It is expected to reach around 69.1
million units by the end of 2024. In 2022, there was a decline in the consumption pattern on account of the high base
effect in the pharmaceutical industry. The chemical & petrochemicals sector had around 31.6% market share in 2022.
The subdued demand was on account of geopolitical tensions as it increased the raw material costs for many chemicals,
increased inflation, and lower margins as chemical prices declined globally due to increased competition from China
post-revival of the economy. Additionally, the exports from China have increased over the period– a cause of concern
for Indian manufacturers.

Chart 7: Indian Consumption in Volume & Value

Consumption - Volume (in '000 Units)

80,000 CAGR - 5%

70,000

60,000

50,000

40,000

30,000

20,000
56,725

65,656

61,810

66,348

69,123

10,000

-
2020 2021 2022 2023 2024F

Consumption - Value (in USD Million)

600
CAGR - 6%

500
487
400 436
405 420

300 354

200

100

0
2020 2021 2022 2023 2024F

Source: CareEdge Research, Maia Research

Note: The year mentioned in the respective chart and subsequent sections is calendar year; F- Forecasted

Further, the food grade FIBCs are becoming an ideal choice for the commercial food industries. The food & agriculture
sector had around 25% market share in 2023. The low demand was attributed to disrupted food supply chains due to
the pandemic, climatic changes like heat waves damaging the crops and decreasing the yields, low rainfall owing to
low production, and increasing cost of inputs like fertilizers and fuel.

The minerals and ores sector had seen a y-o-y increase of 3.1% in 2023 after a y-o-y decline of around 9.5% in 2022
due to a decline in exports. The fall in exports was mainly observed during the months of June-November 2022 because

170
of the imposition of export duties. For instance, in May 2022, the duty on iron ore concentrates was increased to 50%
from 30%. This duty was subsequently reversed in November 2022.

The iron ore produced in India is primarily used for domestic steel production and India’s steel production has increase
from 2023 backed by infrastructure growth in the country. Also, increased activities in the construction sector alongside
the thriving real estate and automobile sectors are expected to boost the demand from this sector.

Moreover, the FIBC industry’s consumption is likely to reach 69 million units at the end of the 2024. It has been
growing at a CAGR of 5% during 2020-2023, owing to the increasing consumption from the chemicals &
petrochemicals, food & agriculture, construction & mining sectors. In addition, the government has included the
chemicals sector as a priority sector under the ambitious ‘Make in India’ initiative of the government.

‘Make in India’ has played a pivotal role in driving some of the key initiatives to stimulate growth in the chemicals
industry (organic and inorganic). The government has already taken some crucial steps to create favourable conditions,
in terms of policies and infrastructure, to attract global and domestic investments in the Indian chemicals industry.
Similarly, likely growth in various industries in the domestic market is expected to support the inorganic chemicals
market going forward.

Furthermore, the retail industry is developing in Tier-1 and Tier-2 cities, in addition to major cities and metros in the
country. The growing retail sector in India will increase the demand for flexible packaging. Additionally, transitioning
demographic profiles, rising disposable incomes, growing urbanization, and changing consumer tastes & preferences
are driving the growth of the organized retail market in India. Besides, the disposable income in India has increased at
a CAGR of 10.7% in the last decade and is exhibiting a good growth trajectory.

Indian FIBC Production

According to IFIBCA, the FIBC market in India has grown by almost 38% in the last 10 years. FIBCs offer a convenient
way to store and transport food products. This is because they are lightweight, easy to handle, and can be stacked to
save space. India is a major exporter of food products. Food-grade FIBCs are used to transport food products to overseas
markets. However, the production of the FIBC industry declined by around 3.3% y-o-y in 2022 but increased by 8% y-
o-y in 2023. It is expected to reach around 151.1 million units by the end of 2024. The FIBC market was valued at 926
USD million in 2023 and has grow at a CAGR of 6.7% during the period, 2020-2023.

Chart 8: Indian Production in Volume & Value

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 Production - Volume (in '000 units)
1,60,000
CAGR - 7%
1,40,000

1,20,000

1,00,000

80,000

60,000

40,000
1,16,331

1,35,567

1,30,932

1,41,428

1,51,146
20,000

-
2020 2021 2022 2023 2024F

Production - Value (in USD Million)

1,200 CAGR - 7%

1,000
1,038

993
926
891

800
750

600

400

200

-
2020 2021 2022 2023 2024F
Source: CareEdge Research, Maia Research
Note: The year mentioned in the respective chart and subsequent sections is calendar year; F- Forecasted

Food-grade FIBCs are typically used to transport dry, flowable food products, such as flour, sugar, rice, and cereal.
They are also used to store food products in bulk quantities. The food-grade FIBC Production was nearly 28% of the
total production of FIBC in India in 2021.

Food-grade FIBCs, also known as food contact FIBCs, are bulk bags specifically designed for the storage and
transportation of food products. They are made from virgin polypropylene resin and manufactured in clean & hygienic
facilities. Food-grade FIBCs are also subject to rigorous testing and certification to ensure that they meet the highest
safety and quality standards. Another growth driver is the surging e-commerce, which has led to an increased demand
for food delivery services.

Moreover, the food-grade FIBC grew at a CAGR of 11.5% during 2017-2021. The growth is attributable to rapidly
growing Indian and global food industries, driven by population growth and rising incomes.

India has taken over China to become the most populous country in the world. Food is a basic human necessity. As a
result, the growing food demand has raised the demand for food packaging. Besides, there is a rising awareness about
food hygiene and safety among consumers. Furthermore, technological advancements in FIBC manufacturing are
giving rise to the development of stronger, lighter, and more durable FIBCs. This is making FIBCs more attractive to

172
users and is expected to drive demand. Similarly, the FIBC industry is attracting increased investment from both
domestic and foreign investors. This is expected to lead to the expansion of existing production facilities and the
establishment of new ones.

Indian FIBC Export

According to IFIBCA, India has a 75% share in European FIBC imports and a 72% share in the US import market.
India’s dominance in the export market is attributable to a growing focus on quality, excellent engineering capabilities,
backward integration, and ethical business practices. Further, the growth is supported by the increasing demand from
sectors like food and agriculture, chemical and petrochemicals, construction materials, etc.

The exports of the FIBC industry grew by 8.6% y-o-y in 2023, however it had marginally declined around 1.1% y-o-y
in 2022. It is expected to reach around 82.1 million units by the end of 2024. Over 50% of the units produced in India
are exported. The top five countries are the United States, Germany, the United Kingdom, France, and Spain. The export
numbers grew at a CAGR of 8% during 2020-2023 and reached around USD 493 million in 2023.

Chart 9: Indian Export in Volume & Value

Export - Volume (in '000 units)

90,000
80,000 CAGR - 8%
82,113

70,000
75,173
70,013

69,219

60,000
59,698

50,000
40,000
30,000
20,000
10,000
-
2020 2021 2022 2023 2024F

Export - Value (in USD Million)

600

500 547 545

476 493
400
391
300

200

100

0
2020 2021 2022 2023 2024F
Source: CareEdge Research, Maia Research
Note: The year mentioned in the respective chart and subsequent sections is calendar year; F- Forecasted

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 Accordingly, Indian exporters have a number of competitive advantages such as:

• Cost-Competitiveness: Indian FIBC exporters are able to offer their products at competitive prices due to the
lower cost of labour and other inputs in India.

• Product Quality: Indian FIBC exporters offer high-quality products that meet international standards.

• Government Support: The Indian government is supporting the growth of the FIBC industry through various
initiatives, such as export subsidies and tax incentives, making Indian FIBC exports more competitive.

In addition, the following may also contribute to the increase in Indian FIBC exports in the coming years:
• Growing Trade Agreements: India is entering into more free trade agreements with other countries. This
minimizes trade barriers, making Indian FIBC exports more competitive in overseas markets.

• Improved Logistics Infrastructure: The Indian government is investing in improving the country's logistics
infrastructure. This will make it easier and more cost-effective for Indian FIBC exporters to ship their products
to overseas markets.

• Increasing Awareness of Indian FIBC Brands: Indian FIBC brands are becoming increasingly well-known
in overseas markets. This is due to the efforts of Indian FIBC exporters to participate in international trade
shows and promote their brands through digital marketing channels.

Key Growth Drivers of India FIBC Market

1) Lower production cost in Domestic Market

India is a major FIBC manufacturer and exporter registering rapid growth. However, the FIBC industry is labour-
intensive due to customization requirements. In recent years, global economic developments have resulted in increasing
labour costs year by year. Whereas the price of raw materials has fluctuated. In India, one of the key factors contributing
to lower production costs is the relatively low labour costs. India has a large workforce, which translates into a vast
pool of skilled and semi-skilled labourers available at competitive wage rates. This abundant labour force allows FIBC
manufacturers to keep their production costs in check. Further, production costs are higher in key FIBC production
locations like Turkey, European countries, and the United States. Accordingly, Indian enterprises are expanding their
production capacity to meet the global FIBC market demands. As a result, the shift in procurement from high-cost
production regions to India, a low-cost production hub, is driving the industry growth.

2) Growing Potential and Acceptance of Indian Products

The FIBC market in India has great potential for growth due to the following factors:
• Increasing exports from India, particularly in food processing, pharma, and chemical, require customized bulk
packaging solutions.
• Improving transportation and storage infrastructure in India.
• Government policies encourage the use of recyclable packaging materials, which FIBCs comply with.
• Increased demand for customized storage and transportation solutions in various industries.
• Shortage of skilled labor in India, which makes FIBCs more attractive as they are easy to handle and cost-
effective.
In addition, the FIBC utilization rate in India is lower than in the European and American markets, which provides
further room for growth.

3) Increasing Demand from End-Use Industries

FIBCs are used in a wide range of industries, including food & beverage, pharmaceutical, chemical, construction, and
agriculture. The growth prospects of these industries further raise the demand for FIBCs. FIBCs are also used to
package a variety of food and beverage products, such as rice, wheat, sugar, flour, and milk powder, pharmaceutical
products, such as tablets, capsules, and powders, and chemical products, such as fertilizers, pesticides, and herbicides.

174
 Accordingly, the increasing volume of global trade is also driving the demand for FIBCs, as they are a cost-effective
and efficient way to transport bulk goods.

4) Growing Demand for Sustainable Packaging Solutions

FIBCs are a more sustainable packaging solution than traditional packaging materials, such as drums and sacks. FIBC
bags are reusable, recyclable, lightweight, and efficient. Further, FIBC bags are made from polypropylene, which is a
recyclable material. This means that FIBC bags can be recycled at the end of their life, which further reduces wastage.
In addition, these bags are lightweight and efficient for transportation, which can help reduce greenhouse gas emissions.
The increasing awareness about sustainability is thus expected to drive the demand for FIBCs.

Key Challenges of India FIBC Market

1) Low Entry Barriers

The Indian FIBC industry is fragmented due to a large number of small-scale players with insufficient R&D and
technical capabilities. This leads to product homogeneity and fierce market competition, rendering profit margins low.

2) Intense Competition
The entry of international FIBC manufacturers into the Indian market has further intensified competition, making it
even more difficult for domestic players to thrive. Accordingly, worker retention is a top priority for the company in
this labor-intensive industry. Losing workers can disrupt production and incur the costs of hiring and training new ones.

3) Fluctuating Raw Material Prices

Due to fluctuating raw material prices, dynamic changes in regulatory standards, growing environmental concerns,
limited effective recycling of mixed plastic waste, ineffective plastic recycling, and lack of modern and advanced
packaging machinery in India, the market is expected to face major challenges in the supply side chain. Due to the
ongoing geopolitical tensions, the raw material prices are further expected to be volatile, which might impact the Indian
FIBC industry.

Government Policies and Regulations

Several rules and regulations apply to the Flexible Intermediate Bulk Packaging (FIBC) industry in India. These
regulations aim to ensure the safety, quality, and environmental impact of FIBCs manufactured, imported, and used
within the country. Here are some key regulations:

• Bureau of Indian Standards (BIS):

➢ IS 16875: This standard specifies the construction, materials, dimensions, performance, and testing
requirements for FIBCs. It is mandatory for all FIBCs manufactured in India.

➢ IS 17810: This standard covers the safety requirements for the transportation of dangerous goods in FIBCs.
It is mandatory for all FIBCs used to transport hazardous materials.

• Central Pollution Control Board (CPCB):

➢ Hazardous & Other Wastes (Management & Transboundary Movement) Rules, 2016: These rules
regulate the use and disposal of FIBCs used for hazardous materials. They require proper labeling, handling,
and disposal of these FIBCs to minimize environmental impact.

• Directorate General of Foreign Trade (DGFT):

175
 ➢ Import Policy: The DGFT regulates the import of FIBCs into India. Importers must comply with specific
regulations and obtain necessary clearances before importing FIBCs.

• Other regulations and guidelines:

➢ Ministry of Food Processing Industries (MOFPI): Guidelines for the use of FIBCs for storing and
transporting food products.

➢ Ministry of Environment, Forests and Climate Change (MoEFCC): Regulations on the use of recycled
materials in the manufacturing of FIBCs.

• Testing and certification:

All FIBCs manufactured in India must be tested and certified by an accredited laboratory to ensure compliance with
BIS standards. FIBCs used for transporting dangerous goods must also be tested and certified for specific hazard
types. The Bureau of Indian Standards (BIS) is responsible for enforcing compliance with BIS standards for FIBCs.
The Central Pollution Control Board (CPCB) and the Directorate General of Foreign Trade (DGFT) are responsible
for enforcing their respective regulations related to FIBCs.

There are various initiatives by the Government of India in order to boost FIBC market in India.

➢ Since 2014, the government has taken the following actions to increase India's exports. On April 1st, 2015, a new
Foreign Trade Policy (FTP) 2015–20 was introduced. The strategy, among other things, rationalized the former
export promotion programmes and created two new programmes: the "Services Exports from India Scheme" (SEIS)
and the "Merchandise Exports from India Scheme" (MEIS), which are both aimed at boosting service exports. These
systems made the duty credit stamps they issued freely transferable. The Foreign Trade Policy (2015–20) had a
midterm review in 2017, and corrective actions were performed.

➢ Due to the COVID-19 pandemic situation, the Foreign Trade Policy (2015–20) has been prolonged by one year, or
up to March 31st,2022. The Department of Commerce established a new Logistics Division for integrated
development of logistics sector. With the introduction of the Interest Equalisation Scheme on April 1st, 2015,
exporters could now obtain credit at lower rates for pre- and post-shipment rupee export credits.

➢ The government began implementing the Niryat Bandhu Scheme with the goal of reaching out to new and potential
exporters, including exporters from Micro, Small & Medium Enterprises (MSMEs), and mentoring them on various
aspects of foreign trade through orientation programmes, counselling sessions, one-on-one facilitation, etc. This will
help them enter the global market and increase India's exports.

➢ Market Access Initiatives (MAI) and Trade Infrastructure for Export Scheme (TIES) are two of the programmes
that aid promote exports. To encourage agricultural exports, a comprehensive "Agriculture Export Policy" was
introduced on December 6th, 2018. For the purpose of reducing the freight disadvantage for the export of agricultural
products, a Central Sector Scheme called "Transport and Marketing Assistance for Specified Agriculture Products"
was established. With effect from January 1st,2021, the Remission of Duties and Taxes on Exported Products
(RoDTEP) scheme and the Rebate of State and Central Levies and Taxes (RoSCTL) plan have been put into place.

➢ In order to improve trade and the use of the Free Trade Agreement (FTA) by exporters, the Common Digital
Platform for Certificate of Origin has been developed. For the purpose of promoting and diversifying services
exports through the implementation of targeted action plans, 12 Champion Services Sectors have been designated.
Districts as Export Hubs has been established by identifying items in each district with export potential, eliminating
exporting bottlenecks for these products, and assisting local exporters and manufacturers to create jobs in the district.

176
 Indian embassies now play a more proactive role in promoting India's commerce, tourism, technology, and
investment objectives abroad. A package of actions has been issued in light of the COVID pandemic to boost
domestic industry through different banking and financial sector relief measures, particularly for MSMEs, which
account for good amount of portion of exports.

Competitive Profile

➢ Kanpur Plastipack Limited

Kanpur Plastipack Limited (KPL) is manufacturer and exporter of bulk bags or Flexible Intermediate Bulk Containers
(FIBCs) and other industrial packaging products. Located in Kanpur, KPL delivers quality products like FIBC, PP
Multifilament Yarn, UV Masterbatch and Sulzer Fabric based on customer demands and requirements. Having more
than 5 decades of experience, their vision is to enhance the lives of business communities through technologically
advanced packaging solutions and a value-driven partnership. They have 3 manufacturing units in Kanpur and their aim
is to produce 15 million FIBC’s per year.

Kanpur Plastipack Limited – Company Profile

Information Description
Company Name Kanpur Plastipack Limited
Establishment Year 1972
Sales Region Mainly in America, Europe and India
Source: www.kanplas.com, Maia Research Analysis

Kanpur Plastipack Limited – Financial Information (Consolidated)

Particulars Unit FY22 FY23 FY24

Revenue USD Million 85.58 59.85 61.47

Operating Profit USD Million 7.32 2.07 3.77

Net Profit USD Million 3.51 0.46 0.10
Operating Margin % 8.55% 3.45% 6.13%
Net Profit Margin % 4.11% 0.76% 0.16%
Return on Capital Employed % 20.4 6.1 6.1
Current Ratio Times 1.29 1.21 1.07
Debt to Equity Times 0.48 0.49 1.24
Source: Company Reports

➢ Commercial Syn Bags Limited

Commercial Syn Bags Limited (CSBL) is involved into manufacturing and exporting of diverse range of industrial
bags. Situated in Indore, their product range includes FIBC, Poly Tarpaulin, PP fabric/ PP woven sacks, PP
Fabric/HDPE Fabric and Container Bags. Having more than 3 decades of experience, they focus on providing customer
with the best possible solution for his packing needs within a specific time frame. Their manufacturing capacity is of
21000 M.T. per annum and produce 4-5 million Big Bags annually.

Commercial Syn Bags Limited – Company Profile

Information Description
Company Name Commercial Syn Bags Limited
Establishment Year 1984
Sales Region Mainly in Europe and India
Source: www.comsyn.com, Maia Research Analysis

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Commercial Syn Bags Limited - Financial Information (Consolidated)
Particulars Unit FY22 FY23 FY24

Revenue USD Million 43.8 36.3 34.8

Operating Profit USD Million 4.9 3.1 3.6

Net Profit USD Million 2.5 1.0 0.9

Operating Margin % 11.41% 8.64% 10.43%
Net Profit Margin % 5.61% 2.77% 2.72%
Return on capital
% 15% 8% 11%
employed

Current Ratio Times 1.7 1.9 1.3

Debt to Equity Times 0.6 0.5 0.8

Source: Company Reports

➢ Safeflex International Limited

Safeflex International Limited is involved into manufacturing and exporting of diverse range of poly-wovens and poly-
knits. Situated in Indore, the company has 3 manufacturing units, 3 for FIBCs and 1 for knitted and poly woven products.
The production capacity is of 19.6 million FIBCs per annum. Having more than 15 years of experience, they believe in
the process of innovation, manufacturing and delivering good quality products.

Safeflex International Limited – Company Profile

Information Description
Company Name Safeflex International Limited
Establishment Year 2006
Sales Region World wide
Source: www.safeflex.org, Maia Research Analysis

Safeflex International Limited - Financial Information (Consolidated)

Particulars Unit FY21 FY22 FY23

Revenue USD Million 44.9 52.1 40.5

Operating Profit USD Million 5.6 7.8 6.7

Net Profit USD Million 2.2 4.2 3.5

Operating Margin % 12.53% 15.12% 16.62%

Net Profit Margin % 4.98% 8.20% 8.66%

Return on capital
% 24% 30% 17%
employed

Current Ratio Times 1.1 1.3 1.3

Debt to Equity Times 0.5 0.6 0.8

Source: Company Report

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 OUR BUSINESS

To obtain a complete understanding of our Company and its business, prospective investors should read this section
in conjunction with “Risk Factors”, “Industry Overview”, and “Management’s Discussions and Analysis of
Financial Condition and Results of Operations” on pages 36, 147 and 342 respectively as well as the financial,
statistical and other information contained in this Red Herring Prospectus.

Our fiscal year ends on March 31 of each year, so all references to a particular “fiscal year”, “Fiscal” and “Fiscal
Year” are to the 12-months period ended March 31 of that fiscal year. All references to a year are to that Fiscal
Year, unless otherwise noted. Unless otherwise indicated, the financial information included herein is based on our
Restated Consolidated Financial Statements included in this Red Herring Prospectus. For further details, see
“Restated Consolidated Financial Statements” on page 255. We have, in this Red Herring Prospectus, included
various operational performance indicators, some of which may not be derived from our Restated Consolidated
Financial Statements and may not have been subjected to an audit or review by our Statutory Auditor. The manner
in which such operational performance indicators are calculated and presented, as well as the assumptions and
estimates used in such calculation, may vary from that used by other companies in the same line of business as of
our Company in India and other jurisdictions. Investors are accordingly cautioned against placing undue reliance
on such information in making an investment decision and should consult their advisors and evaluate such
information in the context of the Restated Consolidated Financial Statements and other information relating to our
business and operations included in this Red Herring Prospectus.

The industry and market information contained in this section has been derived from a report titled “Industry
Research Report on FIBC Industry-Global Flexible Intermediate Bulk Packaging Industry”, July 29, 2024 (“Care
Edge Report”) prepared and issued by CARE Analytics and Advisory Private Limited (previously known as CARE
Advisory Research & Training Limited) (“Care Edge Research”) appointed by the Company vide letter dated
September 15, 2023 which has been exclusively prepared for the purpose of the Offer and is commissioned and paid
for by the Company. The Care Edge Report is available on the website of our Company at
https://tirupatibalajee.net/material-contracts-and-documents/. For further details and risks in relation to the
commissioned report, see “Risk Factor- Industry information included in this Red Herring Prospectus has been
derived from industry reports commissioned by us for such purpose. There can be no assurance that such third-party
statistical, financial and other industry information is either complete or accurate” on page 68.

OVERVIEW

We are engaged in the business of manufacturing and selling of Flexible Intermediate Bulk Containers (FIBCs) i.e.
large flexible bags and other industrial packaging products such as woven sacks, woven fabric and narrow fabric,
tapes in the Indian domestic market and overseas. We offer customised products and cater to the bulk packaging
solutions of our clients from diverse industries like chemicals, agrochemicals, food mining, waste disposal industry,
agriculture industry, lubricants and edible oil by supplying them our FIBC products for transportation purposes and
their packaging requirement. We offer an alternative for packaging and transportation, streamlining the loading and
unloading processes of vessels, containers, or trucks, thereby reducing labor requirements.

In terms of competence, our core competencies include a wide product range, multi-location facilities, recurring
orders, global presence, scale of production, technical expertise, environmental contribution, and recycling efforts
(Source: Care Edge Report). We offer a wide range of packaging solutions to our clients since we manufacture
veriety of FIBC bags, woven bags and container liners etc. We manufacture FIBC bags for packaging all possible
products including, food products, chemicals, minings etc. Our products are logistic solutions for diverse industries
and the success of our business does not depend upon a few sectors. We are a one-stop solution to all FIBC packaging
needs. We believe that we are among the few companies in India with large portfolio. For ease of operations and
better management and control, we manufacture specific products under various Subsidiaries.

We have established our services for more than 20 (twenty) years and operate out of five (5) manufacturing units.
We operate and manage our business through our subsidiaries viz. Honourable Packaging Private Limited (HPPL),
Shree Tirupati Balajee FIBC Limited (STBFL) and Jagannath Plastics Private Limited (JPPL) as well.

The table below lists down the contribution of various products offered by us as a percentage of the revenue from
operations.

179
 (₹ in lakhs, except for percentages)
Fiscal 2024 Fiscal 2023 Fiscal 2022
Products % of Revenue % of Revenue % of Revenue
Amount Amount Amount
from Operations from Operations from Operations
FIBC 27,774.20 51.47% 32,279.08 67.89% 34,779.65 78.30%
Woven Sacks 2.432.90 4.51% 3,053.20 6.42% 2,237.52 5.04%
Woven Fabrics &
11.504.23 21.32% 909.33 1.91% 404.17 0.91%
Narrow Fabric
Tape 2.274.27 4.21% 3,758.91 7.91% 73.69 0.17%
Others* 9.980.48 18.49% 7,542.81 15.87% 6,923.02 15.58%
Total 53.966.08 100.00% 47,543.33 100.00% 44,418.05 100.00%
*Other products include "Liner, Container Liner, Thread, Multifilament Yarn, Filler cord, Treated Polymers depending on end
use, & etc.

Our Corporate Structure

The provided table offers a concise overview of our company and its affiliated subsidiaries, detailing the array of
products crafted by both the overarching holding entity and its individual subsidiaries.

The details of our subsidiaries and its businesses are described more in detail in the Chapter “History and Certain
other Corporate Matters” on page no. 224.

We have set-out below the products that are exclusively manufactured and supplied under our corporate structure:

Name of the Place of manufacturing the Products manufactured

Company/Subsidiary Product
Shree Tirupati Balajee Agro Unit I, Pithampur (Madhya Pradesh) Technical Bags i.e.
Trading Company Limited Address: Plot No.192, Sector-1, 1. FIBC/Woven Sack/Woven
Pithampur, Dist. Dhar – 454 775, Fabric (High GSM)
Madhya Pradesh, India. 2. Narrow Fabric (High GSM)
3. Thread/MF Yarn
4. Filler Cord
Unit II, Pithampur (Madhya Pradesh) 1. Tape/Woven Fabric (High
Address: Plot No.640, Sector-3, GSM)
Pithampur, Dist. Dhar – 454 775, 2. Technical Bags i.e. FIBC
Madhya Pradesh, India. 3. Liner/Container Liner
Shree Tirupati Balajee FIBC Unit III, Pithampur (Madhya
Limited Pradesh) 1. Food Grade Bags i.e. FIBC

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 Address: Plot No. AP 14, Apparel
Park, SEZ, Phase II, Industrial Area,
Pithampur, Dist. Dhar - 454 775,
Madhya Pradesh, India
Honourable Packaging Private Unit IV, Pithampur (Madhya 1. Reinforce Granules
Limited Pradesh) 2. Builder Bags i.e.
Address: Plot No. 640 A, Sector-3, FIBC/Woven fabric
Pithampur, Dist. Dhar – 454 775,
Madhya Pradesh, India.
Jagannath Plastics Private Unit V, Pithampur (Madhya Pradesh) Platen Bags i.e.
Limited Address: Plot No. 640 B, Sector-3, 1. FIBC/Woven Sack (BOPP)
Pithampur, Dist. Dhar – 454 775, Laminated/Tape/Woven
Madhya Pradesh, India. Fabric (Low GSM)
2. Narrow Fabric (Low GSM)
3. Thread/MF Yarn
4. Filler Cord

Our products are tailored to meet the preferences and demands of our customers. Quality checks are conducted at
various stages of production to promptly address any defects or errors. Our Company has an in-house facility for
conducting various tests aimed at furthering improvements. Our products are tailored to meet the preferences and
demands of our customers. Quality checks are conducted at various stages of production to promptly address any
defects or errors. Additionally, rigorous quality testing, including tensile testing, UV testing, surface resistibility
testing in Type C, Rig testing, and Drop testing, is carried out to ensure that our products adhere to industry standards
for safety, durability, and environmental sustainability before they are delivered to clients.

Our company emphasizes high-quality manufacturing and adheres to various standards. We consistently check the
quality of our products during production to promptly address any defects and ensure they meet industry standards
before reaching our clients. We have clear quality and production procedures in place. Our products adhere to
international standards, and our manufacturing units I and II hold ISO 9001:2015 and ISO 22000:2018 certifications.
We also have certifications for Quality Management System and Food Safety Management System for the production
of Flexible Intermediate Bulk Containers (FIBC), Woven Sacks, and Fabrics of PP (Polypropylene) and HDPE
(High-Density Polyethylene). Unit III is certified with ISO 9001:2015, ISO 14001:2015, ISO 45001:2018, ISO
22000:2018, and SEDEX SMETA four-pillar. This state-of-the-art Food Grade facility is Brand Reputation
Compliance Global Standard (BRCGS) and Global food safety initiative (GFSI) certified for food-grade production,
equipped with HEPA filters i.e. High Efficiency Particulate Air which is a pleated mechanical air filter, along with
controlled air conditioning, metal detectors, automatic bag cleaning machines, and other essentials for manufacturing
bags suitable for human and animal food packaging.

We have our in-house research and development activities and have employed people exclusively for providing
customer solution for their needs and customization requirement. With our Research and Development team we hold
one granted patent and have two pending patents, demonstrating our commitment to innovation (Source: Care Edge
Report).

While carrying out our operations, we focus on sustainability in all aspects of our operations. We focus on reusing
and recycling plastic products to reduce carbon emissions. Our Company is dedicated to environmental stewardship,
exemplified by the establishment of a 2 MW Solar Power Plant in Village Khodri Nipania, Tehsil Tarana, Dist.
Ujjain, Madhya Pradesh for captive consumption. Installed in March 2021, this project is supplemented by a rooftop
solar plant in Unit 2, generating 300 KW and an estimated annual production of approximately 32 lakh units. The
energy generated from these sources is renewable, green, and clean sources of energy. Also, a solar power plant in
Unit IV and Unit V for 142 KW and 650 KW respectively is installed in year 2021 for captive use. The solar power
plant is not integral to our core business operations. However, its major benefits lie in cost reduction for production
and captive use.

Despite not being a core aspect of our Company's operations, the solar power plant was established to mitigate power
costs. Solar energy proves to be a more cost-effective alternative compared to the supply provided by M.P. Paschim
Kshetra Vidyut Vitaran Co. Ltd. (MPPKVCL). Units generated by the plant are channelled into the grid, with
MPPKVCL deducting the supplied units from the company's monthly power bill. This strategy of utilizing self-
generated power for captive consumption not only reduces production costs but also aligns with the preferences of
international clients, who advocate for investments in renewable energy.

181
 While the solar power plant may not be integral to the company's primary business model, its benefits are undeniable.
By enhancing cost competitiveness and facilitating captive power consumption, the plant contributes to the
company's operational efficiency. Furthermore, its provision of safe, green, and clean energy aligns with the nation's
current emphasis on sustainable practices. This solar plant powers our own operations, and we believe we are one of
the very few companies in our industry with such a large solar power plant for our captive consumption. We installed
this project in March 2021. The units generating from these plants are renewable, green, and clean sources of energy.
Also, a solar power plant in Unit IV and Unit V for 142 KW and 650 KW respectively is installed in year 2021 for
captive use. The solar power plant is not integral to our core business operations. However, its major benefits lie in
cost reduction for production and captive use.

Our customer base spans the globe, and our commitment to equality and customer satisfaction, regardless of customer
size or location, has been instrumental in our continued growth and stability. Our Company has a customer base
across industries and geographies both at domestic and overseas. This reduces our dependence on any one industry
or location and provides a natural hedge against market instability in a particular industry or location. Over the years
we have established relationships with various clients across industries and continue to serve them our product
offerings. We enjoy long-term relationships with several clients, and their repeat business provides us with a clear
view of future revenues and a stable client base.

The table below lists the contribution of top 10 customers in our total sales:

Top Ten Customers for the period ended March 31, 2024
(₹ in lakhs except for percentages)
Sr. Name of Customer Country Amount of sales % of total sale
No.
1 Customer 1 India 5,256.08 9.74%
2 Customer 2 India 4,572.71 8.47%
3 Customer 3 Sweden 2,618.85 4.85%
4 Customer 4 India 2,527.33 4.68%
5 Customer 5 USA 2,420.06 4.48%
6 Customer 6 India 2,229.14 4.13%
7 Customer 7 India 1,372.87 2.54%
8 Customer 8 UK 1,353.96 2.51%
9 Customer 9 Australia 1,347.83 2.50%
10 Customer 10 Germany 1,233.52 2.29%

Top Ten Customers for the FY ended March 31, 2023

(₹ in lakhs except for percentages)
Sr.
Name of Customer Country Amount of sales % of total sale
No.
1 Customer 1 India 6,389.52 13.44%
2 Customer 2 Sweden 3,576.72 7.52%
3 Customer 3 Hong-Kong 1,979.52 4.16%
4 Customer 4 USA 1,791.35 3.77%
5 Customer 5 UK 1,791.27 3.77%
6 Customer 6 Australia 1,578.31 3.32%
7 Customer 7 Germany 1,499.40 3.15%
8 Customer 8 France 1,487.58 3.13%
9 Customer 9 Canada 1,316.50 2.77%
10 Customer 10 India 1,218.25 2.56%
Top Ten Customers for the FY ended March 31, 2022
(₹ in lakhs except for percentages)

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 Sr.
Name of Customer Country Amount of sales % of total sale
No.
1 Customer 1 Sweden 3,966.10 8.93%
2 Customer 2 Hong-Kong 2,251.82 5.07%
3 Customer 3 UK 2,191.27 4.93%
4 Customer 4 Australia 2,051.17 4.62%
5 Customer 5 Canada 1,771.92 3.99%
6 Customer 6 Germany 1,724.61 3.88%
7 Customer 7 India 1,578.56 3.55%
8 Customer 8 India 1,401.59 3.16%
9 Customer 9 France 1,336.13 3.01%
10 Customer 10 Spain 1,174.41 2.64%

The FIBC produced by our Company are engineered to accommodate loads ranging from 500 kg to 2,500 kg. FIBC
accounts for 51.47%, 67.89% and 78.30% of revenue from operations for year ended Fiscal 2024, Fiscal 2023 and
Fiscal 2022 respectively. We have always expanded our capacities and/or introduced new products based on latest
technology to cater to the growing demand of our customers. We also regularly endeavor to update our existing
technology on a continuous basis.

Polymers, our raw material comprises the major part of our product costs and polymers experience volatility in
pricing. Over the years, we have developed understanding of polymer price and market trends and have built
relationships with polymer suppliers in India and overseas. Our size of operation and experience in polymer business
enables us in sourcing our inputs at appropriate times and at competitive prices. We hire trucks on rental basis as per
our requirement for internal transfer of raw materials and products used for captive consumption between our units
thereby streamline products schedules. Further we also hire trucks/ containers for delivery of goods to local
customers and various ports for onward shipment to various countries. We have long term relationships with our
vendors that enable us to ensure timely availability of raw materials as well as enable us to secure the best possible
prices for raw material.

Our cost of raw materials constitutes the major component of our cost structure. The raw materials are predominantly
procured from within India, with 95% sourced from one major petrochemical industry on a contract basis.
Additionally, we import a portion of our raw materials from international suppliers, from countries such as Singapore,
China, Turkey, Vietnam, and Spain.

Cost of Raw Materials

For the period ended March 31, 2024, our raw materials cost for FIBC and woven bags, including BOPP laminated
bags, was ₹41,422.37 lakhs, representing 76.76% of revenue from sales.

The figures for previous periods are as under:

(₹ in lakhs except for percentages)
Particulars For Fiscal/ Period
2024 2023 2022
Cost of raw % of revenue Cost of raw % of revenue Cost of raw % of revenue
materials from from sale materials from operations materials from operations

FIBC and
Woven bags
including
41,422.37 76.76 31,794.17 66.87 28,622.82 64.44
BOPP
laminated
bags

Supplier Dependency and Procurement Strategy

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Our procurement strategy relies heavily on a few key suppliers. For the year ended March 31, 2024, the top five
suppliers contributed 79.09% of our total raw material purchases, while the top ten suppliers accounted for 92.62%.
The details for previous periods:

(₹ in lakhs except for percentages)

Period Top 5 Suppliers % of Total Purchase Top 10 Suppliers % of Total
Purchase
FY 2023-24 33,613.82 79.09% 39,362.90 92.62%
FY 2022-23 26,634.36 84.37% 29,146.23 92.32%
FY 2021-22 28,583.35 90.88% 30,038.95 95.51%

We currently source most of our key raw materials from domestic vendors and our subsidiary. We generally do not
enter into long-term supply contracts with our suppliers, typically sourcing raw materials under shorter-term
contracts. As our product portfolio grows and production capacities increase, we will need to procure additional
volumes of raw materials. Due to the abundant availability of raw materials in our industry, we face minimal risk
regarding supply fluctuations.

The period between procurement and conversion of raw materials into finished products is short, minimizing the
impact of raw material price changes on our product prices. We sell our finished products at prevailing market
rates, which incorporate any fluctuations in raw material prices. However, we do not hedge against raw material
price volatility.

Imported Raw Materials

While imported raw materials did not contribute to the total cost of raw materials for the period ended March 31,
2024, the figures for previous periods are as under:

(₹ in lakhs except for percentages)

% of Total
% of Total % of Total
FY 2023-24 Raw
Country FY 2022-23 Raw Material FY 2021-22 Raw Material
Material
Purchased Purchased
Purchased
Singapore NIL NA 1,083.01 3.44% NIL NA
China NIL NA 323.27 1.03% 1.36 0.00%
Vietnam NIL NA NIL NA 1,809.48 6.05%
Spain NIL NA NIL NA 175.53 0.59%
Portugal 40.00 0.10 79.55 0.25% 73.75 0.25%
USA NIL NA 89.35 0.28% 237.88 0.80%
Turkey NIL NA 2.55 0.01% NIL NA
Total 40.00 0.10 1,577.73 5.01% 2,298.00 7.69%

Polymer, our primary raw material, experiences price volatility. Our understanding of polymer price and market
trends, coupled with relationships with polymer suppliers, both domestically and internationally, allows us to source
inputs at competitive prices. We also hire trucks for the internal transfer of raw materials and products between
units and for delivering goods to local customers and ports for shipment to various countries. Our long-term vendor
relationships ensure timely availability of raw materials and competitive pricing.

Other than AON Textile Private Limited, Stable Textile Private Limited, Foamnet Plastics Private Limited, Everbags
Packaging Private Limited no suppliers are related party.

For further details, please refer chapter tiled “Related Party Transactions” on page no.341.

We are the exporters of FIBC i.e. technical bags, container liners, food grade bags, platen bags and builder bags etc.
and have been accorded the status of Three Star Export House in accordance with the provisions of the Foreign Trade
Policy, 2023 by the Department of Commerce, Ministry of Commerce and Industry of the Government of India.
Our export sales accounts for 49.04%, 64.13% and 84.44% of total revenue in Fiscal 2024, Fiscal 2023 and Fiscal
2022 respectively.

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 (₹ in lakhs except for percentages)
Particulars FY 2023-24 % of Total FY 2022-23 % of Total FY 2021-22 % of Total
Revenue Revenue Revenue
Export Sales 26,465.87 49.04% 30,487.89 64.13% 37,506.67 84.44%
Domestic Sales
(Including other 27,500.21 50.96% 17,055.44 35.87% 6,911.37 15.56%
operating Revenue)
Total 53,966.08 100.00% 47,543.33 100.00% 44,418.05 100.00%

For details of our geographical revenue breakup, see “Our Business – Global and Domestic Presence” on page 179.

In terms of competence, our core competencies include a wide product range, multi-location facilities, recurring
orders, global presence, scale of production, technical expertise, environmental contribution, and recycling efforts
(Source: Care Edge Report).

We have established our services for more than 20 (twenty) years and operate out of five (5) manufacturing units.
We operate and manage our business through our subsidiaries viz. Honourable Packaging Private Limited (HPPL),
Shree Tirupati Balajee FIBC Limited (STBFL) and Jagannath Plastics Private Limited (JPPL) as well.

Our company is managed by a professional management team led by Mr. Binod Kumar Agarwal, our Promoter and
Managing Director, who is a qualified Chemical Engineer with over three and a half decades of experience. Mr.
Agarwal's leadership has guided our Company to its current market position in the packaging industry. For further
details on our Directors, Key Management Personnel and Senior Management, see “Our Management” on page 231.

Our major milestones are as follows:

For further details, see “Our Business– Capacity and Capacity Utilization” on page 200.

The key performance indicators of our Company for Fiscals 2024, 2023 and 2022, is as follows:

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 (₹ in lakhs, except for percentage)
Particulars Fiscal 2024 Fiscal 2023 Fiscal 2022
Revenue from operations(1) 53,966.08 47,543.33 44,418.05
Total Income(2) 55,282.11 47,813.65 45,378.77
EBITDA(3) 7,507.04 5,074.43 4,051.35
EBITDA margin (%)(4) 13.58% 10.61% 8.93%
PAT(5) 3,607.27 2,071.80 1,365.90
PAT Margin (%)(6) 6.53% 4.33% 3.01%
Net Debt(7) 23,587.02 21,442.26 22,914.70
Total Equity(8) 17,306.50 11,021.19 9,222.97
ROE (%)(9) 20.84% 18.80% 14.81%
ROCE (%)(10) 16.29% 13.39% 10.02%
EPS (Basic & Diluted)(11) 5.74 3.51 2.31

(1) Revenue from operations is the revenue generated by us and is comprised of the sale of products and other operating income, as
set out in the Restated Consolidated Financial Statements. For further details, see “Restated Consolidated Financial Statements
– Notes forming part of the Restated Consolidated Financial Statements — Note 23: Revenue from operations”.
(2) Total income comprised of revenue from operations and other income, as set out in the Restated Consolidated Financial
Statements. For further details, see “Restated Consolidated Financial Statements – Notes forming part of the Restated
Consolidated Financial Statements — Note 23: Revenue from operations and Note 24: Other income”.
(3) EBITDA = Profit before tax + depreciation & amortization expense + finance cost.
(4) EBITDA Margin = EBITDA/ Total income.
(5) PAT = Profit before tax – current tax – deferred tax.
(6) PAT Margin = PAT/ Total income.
(7) Net debt = Non - current borrowing + current borrowing - Cash and cash equivalent, Bank balance, and Investment in Mutual
Funds.
(8) Total Equity = Equity share capital + Other equity.
(9) ROE = Net profit after tax /Total equity.
(10) ROCE = Profit before tax and finance cost / Capital employed*
*Capital employed = Total Equity +Non - current borrowing + Current Borrowing + Deferred Tax Liabilities – Intangible
Assets.
(11) EPS = Net Profit after tax, as restated, attributable to equity shareholders divided by weighted average no. of equity shares
outstanding during the year/ period.

Operational KPIs for our Company are as under:

As of and for the Fiscal
Metrics
2024 2023 2022
No. of customers served (B2B segment)(1) 346 353 351
Cost of goods sold as % of revenue from operations (2) 83.30% 84.25% 86.79%
Total metric ton sales done 46,398.10 42,236.56 35,933.10
Sales realization per kg of good sold 116.31 112.56 123.61
(1) No. of customers is the aggregate customers served by the Company.
(2) Cost of goods sold as % of revenue from operations

186
OUR MAJOR PRODUCTS:

UN CERTIFIED BULK BAGS These are produced specifically for the

transportation of hazardous goods such as Sodium
Cyanide and have to be certified by the
government accredited labs for their specific
utilization and handling and transportation
system.
Industry: Chemical (hazardous)

THERMAL INSULATION BAGS These bags are manufactured with the thermal
insulated layer in them to protect the goods from
change in temperature at the time of
transportation.

TYPE C Bags Static electricity is produced when powdered

materials are filled or discharged from the bag at
high speed which can be dangerous. These
specialized bags allow this static electricity to
safely pass through the bag on grounding.

Industry: Mining (Explosive and volatile

material)

PATENTED AEROPOLYMESH BAG We have patented Aeropolymesh a weaving

process for polypropylene breathable fabric that
prevents the warp and weft tapes from moving,
preventing the filled product from passing out the
fabric surface, providing uniform breathability
and dewatering solutions.

Industry: Food and Agriculture

187
 FIRE RETARDANT BAGS These bags have properties to delay the burning
process in case the bag catches fire.

Industry: Chemical (Volatile and inflammable

products.

SHAPELOCK BAGS These bags are manufactured in a way in which

there is minimum to zero bulging after filling.
These bags are mostly used when products have
to be transported in containerized form or where
there is a constraint of space.

Industry: All sectors

RODENT REPELLENT BAGS These bags have properties that repel rodents.
These are used for product which needs long time
warehousing or for transporting for a longer
duration.

Industry: Food and Agriculture

188
MULTI LAYER LINER BAGS These bags have inner liner produced in multi-
layer liner extrusion plant. We manufacture all
varieties of liner bags including form-fit liners,
baffled liners, anti satic liners and conductive
liners. It controls the migration properties.

Industry: All sectors

DRUM BAGS These are drum shaped FIBC bags majorly

popular in South East Asia. These bags are
designed as per the requirements and are useful
for bulk transport.

CONTAINER LINE BAGS These are oversized jumbo bags which act as
liners for containers for Rice, Wheat, Soya, DOC
etc. can be filed and shipped.

189
BAGS MADE OF RECYCLED PP We are manufacturing and exporting bags made
out of recycled PP on regular basis based on
customer demand.

BOPP PRINTED BAGS These are PP woven small bags laminated with
printed BOPP film. The printing looks
immaculate on the bags with BOPP printing.

ASBESTOS BAGS These are again over sized bags used specially in
western countries for disposing off Asbestos
sheets as these are considered carcinogenic.

Industry: waste disposal

SIFT PROOF BAGS

In case of the fine powders sift proof bags are
used. These bags are stitched with specialized sift
proof core made out of PP crime yarn.

TYPE D BAGS These are static dissipative bags which allows

190
 static electricity charges to dissipate in the air
without bag being grounded/earthed.

SPECIALIZED PP WOVEN BAGS These bags are used for packaging of rice, sugar,
wheat, soya etc.

OUR STRENGTHS:

Diverse customer base

Over the years, we have nurtured relationships with clients across various industries, consistently providing them
with our product offerings. We maintain relationships with many clients, and their repeat business provides us with
an understanding of future revenues and a stable client base. We help and design customized FIBCs, by offering
complete range of FIBC for packaging all possible products. This enables our customers to improve performance
and to reduce the cost thereby helping us in retaining our customers and getting price advantage over other suppliers.
Over the years we have developed and rolled out a broad range of products. Our product portfolio comprises of
industrial and consumer packaging solutions, lifestyle products, automotive components, healthcare products and
construction related products etc. We believe that diverse product range of products allows our customers to source
most of their product requirement from a single vendor and enables us to expand our business from existing
customers, as well as address a larger base of potential new customers. We provide customized solutions and
manufacture bags that cater to changing and specific need-based requirements of our clients.

The table below lists the contribution of top 1, top 5 and top 10 customers in our total sales:

(₹ in lakhs, except for percentage)

Financial
March 2024 March 2023 March 2022
Period
Name of Amount of Amount of % of total
% of total sale % of total sale Amount of sales
Customer sales sales sale
Top One
5256.08 9.74% 6,389.51 13.44% 3,966.10 8.93%
Customer
Top 5
17,395.02 32.23% 15,528.38 32.66% 12,232.28 27.54%
Customers
Top 10
24,932.34 46.20% 22,628.41 47.60% 19,447.58 43.78%
Customers

Cost-Effectiveness of FIBCs

FIBCs are made of flexible woven fabrics, usually polypropylene (PP), and can hold a weight of 500 kg to 2,000 kg.
These flexible intermediate containers are commonly used to store dry and mobile products such as grains, seeds,

191
salt, chemicals, sand, clay, cement, etc. FIBCs offer cost-effectiveness, efficient load handling, ease of use, and
chemical resistance, making them a swift replacement for alternative bulk packaging options such as paper-based
products. Additionally, FIBCs contribute to weight reduction, resulting in lower transportation costs. Beyond the
surging demand anticipated in the Asia-Pacific (APAC) region, particularly in the food & beverage industry, other
key end-use sectors including chemicals, pharmaceuticals, construction, metals & mining, among others, are
progressively transitioning to FIBCs due to their advantages, such as cost-efficiency and enhanced handling
convenience. FIBC reduce the total weight of bulk packaging due to their negligible weight. They can also be stored
in a small space by folding and pressing multiple container bags together. (Source: Care Edge Report),

In addition, due to Container bags' low cost and lightweight, forklift trucks can be used for mechanical processing,
which is very convenient to handle. Besides, the adoption rate is higher than that of corrugated paper packaging,
which is widely used in the pharmaceutical, chemical, and food industries. Moreover, since Container bags are light
in weight and can be used multiple times, they have lower packaging costs and transportation costs. At the same
time, with the substitutes made of metal materials, the production process is complex with associated production
costs. Therefore, cost-effectiveness is one of the driving factors of the FIBC market (Source: Care Edge Report).

Multi- product portfolio

We offer a wide range of packaging solutions to our clients since we manufacture variety of FIBC bags for packaging
all possible products including, food products, chemicals, minings etc. Our products are logistic solutions for diverse
industry and the success of our business does not depend upon a few sectors. We believe that we are a one-stop
solution to all FIBC packaging needs and putting efforts to grow majorly on the same.

We have a multi-product portfolio and have the ability to adjust to needs of our customers. Our ability to offer the
complete range of FIBCs help us in retaining our customers and also helps us in getting price advantage over other
suppliers. We are into diverse categories of bag and liner production, which is manufactured on the basis of the
specifications provided by our customer, along with printing on the bags to make the bags attractive. The table below
lists down the contribution of various products offered by us as a percentage of the revenue from operations.

(₹ in lakhs, except for percentages)

Fiscal 2024 Fiscal 2023 Fiscal 2022
Products % of Revenue % of Revenue
% of Revenue
Amount Amount from Amount from
from Operations
Operations Operations
FIBC 27,774.20 51.47% 32,279.08 67.89% 34,779.65 78.30%
Woven Sacks 2.432.90 4.51% 3,053.20 6.42% 2,237.52 5.04%
Woven Fabrics &
11.504.23 21.32% 909.33 1.91% 404.17 0.91%
Narrow Fabric
Tape 2.274.27 4.21% 3,758.91 7.91% 73.69 0.17%
Others* 9.980.48 18.49% 7,542.81 15.87% 6,923.02 15.58%
Total 53.966.08 100.00% 47,543.33 100.00% 44,418.05 100.00%
*Other products include "Liner, Container Liner, Thread, Multifilament Yarn, Filler cord, Treated Polymers depending on end
use, & etc.”

Integrated Manufacturing Facility

We own and operate five (5) Manufacturing Facilities strategically located at Indore (Madhya Pradesh). The location
of our units is in proximity to Mumbai, Maharastra and major industrial zones having good connectivity to ports,
airports, and highways, which enhances our capability of supplying our products in time and on a cost-effective basis
to our clients. Our manufacturing facilities are constructed over an area of 21,613 Sq. Mtr., with an installed
extrudious capacity of 2,300 Mt/ month approximately and its utilized capacity of 2,200 Mt/ month approximately.
Our facilities are equipped with modern machinery. We have enhanced and persist in modernizing our manufacturing
facilities, infrastructure, machinery, equipment, and technology to enable us to provide a varied product range,
minimize operating expenses, and enhance productivity.

Quality Standard Certifications & Quality Tests

192
Our company emphasizes the production of quality products. Comprehensive inspections are conducted at each stage
of production to address any concerns promptly, ensuring compliance with industry standards before distributing our
products to customers. Our commitment to excellence is demonstrated through clearly defined quality and production
procedures. Our products consistently meet global standards, backed by certifications for Manufacturing units I and
II - ISO 9001:2015 and ISO 22000:2018 from International Certification Services Private Limited and Staunchly
Management and System Services Limited, respectively. Furthermore, our Quality Management System and Food
Safety Management System Standard certifications for the production of Flexible Intermediate Bulk Containers
(FIBC), Woven Sacks, and Fabrics of PP (Polypropylene) and HDPE (High-Density Polyethylene) reinforce our
commitment. Unit III holds certifications for ISO 9001:2015, ISO 14001:2015, ISO 45001:2018, ISO 22000:2018,
and SEDEX SMETA four-pillar. This advanced Food Grade facility boasts BRCGS and GFSI certifications for food-
grade production, featuring HEPA filters, controlled air conditioning, metal detectors, automatic bag cleaning
machines, and other essentials for manufacturing bags.

Further, we have an in-house laboratory for conducting various tests for further improvements in technology. Testing
of raw materials and products is a simultaneous process and is conducted in each process to ensure that any quality
or technical defects are rectified on a real time basis and the same is removed before the fabric is passed on to next
process.

Moreover, we undertake various strength tests like tensile testing, UV testing for weatherability, Surface resistibility
test in Type C, Rig testing for performance of FIBC Bags and Drop testing. Our stringent quality systems and
processes enable us to meet the rigorous and complex requirements of our customers within the stipulated timelines
and provide us with our track record of reliability. Quality assurance is prioritized, and stringent measures are
implemented to ensure the delivery of our products meeting the standards to customers.

Experienced Promoter and senior management team

We are led by qualified and experienced individual Promoter and senior management team, who has the expertise
and vision to manage and grow our business. Our Individual Promoter, Binod Kumar Agarwal has done his
graduation in Chemical Engineering from REC Rourkela (now NIT Rourkela). He has a cumulative experience of
over three and half decades in the field of packaging industry and have been instrumental in our Company’s growth
and development. His knowledge and experience makes him an expert in the domain of manufacturing and
understanding of product requirement of the customer on the basis of material goods that need to be transported and
safety norms that need to be understood and followed.

Our Promoter is ably supported by our management team having experience in their respective domains of sales,
marketing, strategy and finance, which enables us to understand and anticipate market trends, manage our business
operations and growth and leverage customer relationships. We believe that the knowledge and experience of our
Promoter, along with senior management team, provides us with a competitive advantage, as we seek to expand our
production capacities, as well as expand in our existing markets and enter into new markets. It has further helped our
Company move up the value chain in the industry in which we operate.

Multi-market Company

We are not dependent on a single market and have our presence in both, overseas as well as domestic market having
our customer base spread across the globe. Our products are exported to 38 different countries and in the domestic
market we supply our products on PAN India basis. Further, we have exported around 3.8 million FIBC bags during
FY 2023 from our Unit I and Unit II. Our Company exports its products to over 38 countries across six continents,
with major export destinations including USA, Germany, Australia, UK, Singapore, Canada, France, New Zealand,
Chile, Sweden, Switzerland, Spain and Malaysia.

According to IFIBCA, India has a 75% share in European FIBC imports and a 72% share in the US import market.
India’s dominance in the export market is attributable to a growing focus on quality, excellent engineering
capabilities, backward integration, and ethical business practices. Further, the growth is supported by the increasing
demand from sectors like food and agriculture, chemical and petrochemicals, construction materials, etc (Source:
Care Edge Report).

The export numbers are expected to project a CAGR of 5% during 2024-2028 and will reach around 99.9 million
units by the end of the forecast period (Source: Care Edge Report).

193
One of the primary drivers of growth in this industry is the rapid pace of industrialization worldwide. FIBCs are
increasingly being adopted by manufacturers in the chemical and agriculture sectors for the transportation of various
commodities, including grains, rice, potatoes, cereals, and liquid chemicals. Additionally, these bags are used to store
and transport construction supplies such as carbon black, steel, alloys, minerals, cement, and sand.

Moreover, the FIBC market is expanding due to growing environmental concerns and the rising demand for
lightweight, biodegradable bulk packaging materials, particularly in the pharmaceutical sector. Pharmaceutical-grade
FIBCs play a crucial role in the storage and prevention of contamination for a wide range of medical products.
Innovations in product development, such as the introduction of FIBC variations designed for hygienic packaging
solutions, are further contributing to the industry's growth (Source: Care Edge Report).

Our Product Development Capabilities

Our Promoter is a Chemical Engineer, positioning him as the top authority in guiding and overseeing our in-house
team for product develoment. This team is capable of providing customized solutions to meet customer needs. Our
endeavor is to focus substantially in our capabilities. We have earmarked a separate area for this, employing
individuals exclusively for such activities. We have two pending patents for a unique weaving process designed to
enhance the strength of FIBC with single and double loop jumbo bags, utilizing Mesh Technology without increasing
GSM. We are concentrating on in-house research and product development to create plastic processing solutions.

Growing Demand for Sustainable Packaging Solutions

FIBCs are a more sustainable packaging solution than traditional packaging materials, such as drums and sacks.
FIBC bags are reusable, recyclable, lightweight, and efficient. Further, FIBC bags are made from polypropylene,
which is a recyclable material. The increasing awareness about sustainability is thus expected to drive the demand
for FIBC. FIBC accounts for 51.47%, 67.89% and 78.30% of revenue from operations for year ended Fiscal 2024,
Fiscal 2023 and Fiscal 2022 respectively.

OUR STRATEGIES:

Focus on core competence.

Focused on the manufacturing of FIBC, we aim to maintain our presence in this sector. Our commitment lies in
consistently enhancing our capabilities to meet the rising demand, considering the global shift in FIBC usage. While
historically prevalent in developed countries, FIBC is now gaining traction in India and other developing nations.
We foresee a growing market for FIBC with the increasing industrial and agricultural production in India. Our
existing capacity, operational scale, and skilled workforce position us to effectively respond to this escalating
demand.

Multi- Location Facilities.

We have dedicated facilities in Indore, Madhya Pradesh for different type of bags under the Company and
Subsidiaries thereby ensuring more cost effectiveness and consistency of quality. We are planning to enhance our
revenue growth through optimum utilisation of our capacity.

Developing the new product line.

Our Company has a wide product basket and strive to add new products that are required or essential or which are
trending in the market or those products which are manufactured by our competitors or those that may be
recommended by our Research and Development team. Our Company shall continue to focus on exploring new and
feasible business opportunities.

Global and Domestic Presence.

FIBC is a universally used product worldwide. Our global presence is a testament to the credibility we've built
through our quality and services over more than 20 years, fostering further growth. Additionally, having a customer
base spread across the globe ensures that we are not dependent on a limited customer pool or any specific region of
the world for sales stability.

We have two business divisions (i) Domestic sales; and (ii) Exports. We have a presence in Telangana, Madhya
Pradesh, Rajasthan, Chhattisgarh, Maharashtra, Karnataka, Andhra Pradesh, Odisha, Punjab, West Bengal, Tamil

194
 Nadu, Gujarat, Delhi, Uttar Pradesh, Himachal Pradesh, Bihar, Jharkhand states for our domestic market based on
sales made in last 3 years.

Our Geographical Revenue breakup:

(₹ in lakhs, except for percentage)
Particulars FY 2023-24 % of Total FY 2022-23 % of Total FY 2021-22 % of Total
Revenue Revenue Revenue
Export Sales 26,465.87 49.04% 30,487.89 64.13% 37,506.67 84.44%
Domestic Sales (Including
27,500.21 50.96% 17,055.44 35.87% 6,911.37 15.56%
other operating Revenue)
Total 53,966.08 100.00% 47,543.33 100.00% 44,418.05 100.00%

Our Domestic Revenue breakdown:

(₹ in lakhs, except for percentage)
FY 2023-24 FY 2022-23 FY 2021-22
Regional % of % of
% of Domestic
breakdown Amount Amount Domestic Amount Domestic
Revenue
Revenue Revenue
West(1) 25,799.25 93.81% 15,360.23 90.06% 5,087.28 73.61%
North(2) 783.76 2.85% 426.19 2.50% 691.79 10.01%
South(3) 612.13 2.23% 873.52 5.12% 823.53 11.91%
East(4) 305.08 1.11% 395.49 2.32% 308.77 4.47%
Total 27,500.21 100.00% 17,055.44 100.00% 6,911.37 100.00%
(1) West includes Maharashtra, Madhya Pradesh, Chhattisgarh, Gujarat, Dadra and Nagar Haveli and Daman and Diu, Goa,
and Rajasthan.
(2) North includes New Delhi, Haryana, Chandigarh, Punjab, Jammu and Kashmir, Uttar Pradesh, Uttarakhand, and Himachal
Pradesh.
(3) South includes Tamil Nadu, Kerala, Karnataka, Telangana, Puducherry, and Andhra Pradesh.
(4) East includes West Bengal, Bihar, Jharkhand, Orissa, Assam, Tripura, Manipur, and Nagaland.

Since we started our exports in the year 2006, we have earmarked Export Sales to Rs. 26,465.87 Lakhs (49.04 % of
Total Revenue) and Rs. 30,487.89 Lakhs (64.13% of Total Revenue) as compared to Domestic Sales of Rs. 27,500.21
Lakhs (50.96% of Total Revenue) and Rs. 17,055.44 Lakhs (35.87% of Total Revenue) in FY 2024 and FY 2023
respectively. Export Sales of Rs. 37,506.67 Lakhs (84.44% of Total Revenue) as compared to Domestic sales Rs.
6,911.37 Lakhs (15.56% of Total Revenue) in FY 2022.

We believe that we have a noteworthy global foot print and are exporting our products to over 38 countries across six
continents, with major export destinations including Australia, New Zealand, the USA, Canada, Chile, Sweden, France,
the UK, Germany, Spain, Malaysia, and Singapore.

We generate major portion of our sales from our customers situated overseas majorly in USA, Germany, Sweden, UK,
Spain, France, Australia, Canada, Lithuania and Singapore. For the year ended March 31, 2024, our Company has
generated 49.04% of our net revenue from operations cumulatively from these countries.

Details of revenue of top 10 (ten) countries are as follows:

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 (₹ in lakhs, except for percentage)

Sr. Country 2023-24 % of Country 2022-23 % of Country 2021-22 % of

No. Revenue Revenue Revenue
From From From
Operation Operation Operation
1 USA 4,453.71 8.25% USA 5,130.78 10.79% Germany 5,986.28 13.48%
2 Germany 3,785.40 7.01% Germany 4,572.34 9.62% USA 4,400.47 9.91%
3 Sweden 2,333.20 4.32% Sweden 3,284.81 6.91% Sweden 3,807.87 8.57%
4 Spain 2,103.77 3.90% Spain 2,751.24 5.79% Spain 3,363.88 7.57%
5 UK 1,979.99 3.67% UK 2,689.41 5.66% UK 2,815.83 6.34%
6 Australia 1,751.88 3.25% Singapore 2,270.75 4.78% Singapore 2,471.84 5.56%
7 Canada 1,403.72 2.60% France 2,137.72 4.50% Australia 2,339.78 5.27%
8 France 1,401.15 2.60% Australia 1,884.42 3.96% Canada 2,087.34 4.70%
9 Singapore 1,078.00 2.00% Canada 1,665.85 3.50% France 1,935.79 4.36%
10 Hongkong 893.00 1.65% Denmark 873.98 1.84% Austria 1,100.39 2.48%
Revenue from
53,966.08 47,543.33 44,418.05
operations

Over the years, there has been an increase in the export of FIBCs from various regions. Among the top five exporters,
India accounts for almost 70% of overall exports (in 2022), followed by China (21%), and South-East Asia (2%).
Furthermore, in India, the government's supportive policies and the rising global trade fueled industrialization,
driving up the demand for FIBC for efficient product storage and transportation. Besides, numerous manufacturing
businesses have been established in India, accredited to the Make in India initiative and sector-specific incentives,
which has further raised the demand for FIBCs. As a result, it is anticipated that the Indian FIBC market will grow
and play a vital role in the delivery and storage of goods for numerous end-user industries, thereby reaching the value
of exports at 517 USD million. According to Indian Flexible Intermediate Bulk Container Association (“IFIBCA”),
nearly 85% of production in the industrial sector is exported, with acceptance for exports in close to 65 nations across
6 continents. It is anticipated that domestic demand and exports will both see exponential growth throughout the ten-
year period from 2020 to 2030 (Source: Care Edge Report).

Continue to improve operating efficiencies through technology enhancements.

We are continuously enhancing our technology systems to improve asset productivity, operational efficiencies, and
bolster our competitive standing. We believe that our in-house technology capabilities will remain instrumental in
efficiently managing and expanding our operations, maintaining rigorous operational and fiscal controls, and
elevating customer service standards. Our plan includes ongoing investment in our in-house technology capabilities
to create tailored systems and processes for effective management control. Our ongoing focus is on reinforcing
operational and fiscal controls.

Recycling.

We recycle all plastic waste generated during production, converting it into recycled plastic granules. These recycled
granules are then reintegrated into our production process based on customer demand and approval. With an
increasing global focus on recycling, our strategy of recycling our waste and using it in our production aligns with
our customers' desire for products with recycled content.

OUR BUSINESS OPERATIONS:

Manufacturing Units

We have 5 (five) manufacturing units which are situated at Pithampur, Indore in Madhya Pradesh. We have a fully
integrated manufacturing facility. Our units are centrally located in the heart of the country. Therefore, well
connected to PAN India through all the major National Highways giving a strategic advantage to our Company.
Further because of the location being in the centre we are also well connected to the major ports of the country
namely, Nhava Sheva, Kandla Port, Hazira Port and Mundra Port, etc. Therefore, making it feasible for exports and
imports done by the Company which enhances our capability of supplying our products in time and on a cost-
effective basis to our clients.

196
 TAPE PLANT – I TAPE PLANT - II

LOOM NEEDLE

UV Testing Machine Rig Testing Machine

197
 Air Blowing Machine Balling Machine

Vacuum Cleaning Machine

Head Office:

Unit I (Operated by our Company)

Our Company started commercial production of polymer based industrial packaging products in this unit in the year
2002 through specialized PP woven bags, Fabric, Belt and Tape. This unit is spread across 11,613 sq. mtrs. and
presently houses 3 Extrusion Lines, 57 weaving machines, 1 Lamination machine, cutting machines, printing
machine and stitching machines. We manufacture Technical Bags i.e, FIBC, Container Liner, Woven Sack, Woven

198
Fabric (High GSM), Narrow Fabric (High GSM) and Liner. Further, we use weaving machines and narrow fabric
looms machines to manufacture woven fabric and narrow fabric which are used for captive consumption. The current
installed capacity at this unit is 20,000 MT (PA).

As of March 31, 2023, Unit I is equipped with Extrusion Lines, weaving machines, Lamination machine, Narrow
Fabric looms and stitching machines along with other supporting machinery and equipment to carry out the
manufacturing of our products.

We have 3 Tape plants and 57 Looms at Unit I.

Unit II (Operated by our Company)

Our Company started commercial production of polymer based industrial packaging products in this unit in the year
2014 through installed capacity of 4000 MT (PA). This unit is spread across 10,000 sq. mtrs and presently houses 1
Extrusion Line, 30 weaving machines and 1 (one) three-layer liner extrusion plant. We manufacture Tape/Woven
Fabric, Flexible Intermediate Container and Liner using these machines in this unit. Further, we use weaving
machines and liner plant machines to manufacture woven fabric and liners which are used for captive consumption.
The current installed capacity at this unit is 8,000 MT (PA).

As of March 31, 2023, Unit II is equipped with extrusion line, weaving machine, liner machine, cutting machine and
stitching machines along with other supporting machinery and equipment to carry out the manufacturing of our
products.

We have a standardized operating process in place and smooth operation arrangements loading lay machines for
material to be handled properly.

Unit III (Operated by our Subsidiary Company i.e. Shree Tirupati Balajee FIBC Limited)

We started commercial production of polymer based Flexible Intermediate Bulk Containers/Jumbo Bags in this unit
in the year 2010 through installed capacity of 6000 MT (PA). This unit is spread across 22,995 sq. mtrs and presently
houses 318 stitching machines, automatic bag cleaning machines and 1 metal detector. We manufacture food grade,
Flexible Intermediate Bulk Container using these machines in this unit. The current installed capacity at this unit is
12,000 MT (PA). Unit III has taken permission for manufacturing of Fabric in year 2021.

As of March 31, 2023, Unit III is equipped stitching machines, automatic bag cleaning machines and metal detector
with machines along with other supporting machinery and equipment to carry out the manufacturing of our products.

This facility is equipped with HEPA filters and air control system to maintain climate control as this unit
manufactures food grade FIBC products and we have SOPs in place for smooth operations.

Unit IV (Operated by our Subsidiary Company i.e. Honourable Packaging Private Limited)

We started commercial production of Polymer Fibers, Master Batch, Plastic Compound, Plastic Fabric, Plastic Bags
& Tarpaulin in this unit in the year 2011 through installed capacity of 720 MT (PA). This unit is spread across 5,574
Sq. Meters and presently houses 1 Extrusion Line and 20 weaving machines. We manufacture Reinforce Granules
and Tape/Woven Fabric using these machines in this unit. The current installed capacity at this unit is 2,520 MT
(PA).

Unit V (Operated by our Subsidiary Company i.e. Jagannath Plastics Private Limited)

We started commercial production of specialized PP woven bags in this unit in the year 2004 through installed
capacity of 465 MT (PA). This unit is spread across 5574 sq. Mtrs and presently houses 2 Extrusion Lines, 50
weaving machines, 1 lamination plant, narrow fabric looms and filler cord knitting machines. We manufacture platen
bags i.e, FIBC, Woven sack (BOPP Laminated), Tape, Woven Fabric (Low GSM), Thread/MF yarn and filler cord
using these machines in this unit. Further, we use these machines to manufacture inputs such as low GSM woven
fabric, low GSM narrow fabric and filler cord which are used for captive consumption. We commenced the
production of Plastic Fabric, Tarpaulin, Plastic Compound, Plastic Bags & Master Batches in the year 2011 and
Liner, Thread, Sheet, Bags, Tape, Plastic Tarpaulin in the year 2015. For captive consumption we have Roof Top
Solar capacity as 650 KWP in year 2021.

199
The current installed capacity at this unit is 9,632 MT (PA).

OUR OPERATIONS

The details of our subsidiaries and its businesses are described more in detail in the Chapter “History and Certain
other Corporate Matters” on page no. 224.

Manufacturing Facilities of our Subsidiaries

We operate through 5 (five) Manufacturing Facilities strategically located at Pithampur, Indore in Madhya Pradesh.

Out of five manufacturing facilities, three facilities are of our Subsidiaries. Our manufacturing facilities, with a total
area of over 55,756 sq. mt., are close to some of our key customers to enable meeting our customers’ just-in-time
delivery schedules, allow economies of scale and logistical advantages for our customers, and to insulate them from
local supply or other disruptions. Our manufacturing facilities include modern equipment, engineered layout with
process controls and necessary automations for quality and productivity.

Description Area (in Ownership

Name of Lessor Address of Premises
and Usage Square Metre) Status

Registered MP Audyogik Plot No-192, Sector-1, Pithampur 11,613 Leased

Office and Kendra Vikas Dist. Dhar – 454 775 Madhya
Manufacturing Nigam (Indore) Pradesh, India
Unit I
MP Audyogik Plot No-640, Sector-3, Pithampur 10,000 Leased
Manufacturing
Kendra Vikas Dist. Dhar – 454 775 Madhya
Unit II
Nigam (Indore) Pradesh, India.
Manufacturing MP Audyogik Plot No. AP-14, Apparel Park, SEZ, 22,995 Leased
Unit III Kendra Vikas Phase-II, Industrial Area, Pithampur,
(Operated by Nigam (Indore) Dist. Dhar - 454775, Madhya
our subsidiary) Pradesh, India
Manufacturing MP Audyogik Plot No.640-A, Sector-03, 5,574 Leased
Unit IV Kendra Vikas Pithampur, Dist. Dhar-454 774,
(Operated by Nigam (Indore) Madhya Pradesh, India
our subsidiary)
Manufacturing MP Audyogik Plot No.640-B, Sector-03, 5,574 Leased
Unit V Kendra Vikas Pithampur, Dist. Dhar -454 774,
(Operated by Nigam (Indore) Madhya Pradesh, India.
our subsidiary)
Further, all the 5 (five) manufacturing facilities are on non-agricultural land.

Capacity and Capacity Utilization

Capacity and capacity utilization of our manufacturing units for financial year ended March 31, 2024, March 31,
2023 and March 31, 2022 is as follows:

UNIT I (Operated by our Company): Plot No.192, Sector-1, Pithampur, Dist. Dhar – 454 775, Madhya Pradesh,
India.

Product Name Units Actual

2023-34 2022-23 2021-22
Installed Capacity MT (PA) 20,000 20,000 20,000
Capacity Utilisation
1) Technical Bags i.e.
FIBC/Woven Sack/Woven MT (PA) 16,631.49 16,504 14,636
Fabric (High GSM)
2) Narrow Fabric (High GSM) MT (PA) 2,347.96 2,339 2,398

200
 3) Tape/Woven Fabric MT (PA) 700.36 630 430
4) Filler Cord MT (PA) 89.30 65 145
Total 19,769.11 19,538 17,608
Capacity Utilization (%) % 98.85 97.69 88.04

UNIT II (Operated by our Company): Plot No.640, Sector-3, Pithampur, Dist. Dhar – 454 775, Madhya Pradesh,
India.

Actual
Product Name Units
2023-24 2022-23 2021-22
Installed Capacity MT (PA) 8,000 8,000 8,000
Capacity Utilisation
1) Liner/Container Liner MT (PA) 1,002.16 813.80 1,616.52
2) Tape/Woven Fabric MT (PA) 3,615.97 2,962.87 470.76
3) Technical Bags i.e. FIBC MT (PA) 2,820.91 3,317.03 2,792.55
Total 7,439.04 7,093.72 4,879.83
Capacity Utilization (%) % 92.99 88.67 60.99

UNIT III (Operated by our Subsidiary Company i.e. Shree Tirupati Balajee FIBC Limited): Plot No. AP 14,
Apparel Park, SEZ, Phase II, Industrial Area, Pithampur, Dist. Dhar - 454 775, Madhya Pradesh, India.

Actual
Product Name Units
2023-24 2022-23 2021-22
Installed Capacity MT (PA) 12,000 12,000 12,000
Capacity Utilisation
1) Flexible Intermediate Bulk
MT (PA) 8,029.12 8,895.35 8,775.94
Containers
Total 8,029.12 8,895.35 8,775.94
Capacity Utilization (%) % 66.91 74.13 73.13

UNIT IV (Operated by our Subsidiary Company i.e. Honourable Packaging Private Limited): Plot No. 640
A, Sector-3, Pithampur, Dist. Dhar – 454 775, Madhya Pradesh, India.

Actual
Product Name Units
2023-24 2022-23 2021-22
Installed Capacity MT (PA) 2,520 2,520 2,520
Capacity Utilisation
1) Reinforce Granules MT (PA) 1,686.89 1,721.15 1,652.21
2) Builder Bags i.e.
MT (PA) 788.10 725.78 710.91
FIBC/Woven Fabric
Total 2,474.99 2,446.93 2,363.12
Capacity Utilization (%) % 98.21 97.10 93.77

UNIT V (Operated by our Subsidiary Company i.e. Jagannath Plastics Private Limited): Plot No. 640 B,
Sector-3, Pithampur, Dist. Dhar – 454 775, Madhya Pradesh, India.

Product Name Units Actual

2023-24 2022-23 2021-22
Installed Capacity MT (PA) 9,632 9,632 9,632

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Capacity Utilisation
1. Platen Bags i.e. FIBC/Woven
Sack (BOPP Laminated)/Tape/ MT (PA) 5,412.12 4,517.76 2,969.85
Woven Fabric (Low GSM)
2. Narrow Fabric (Low GSM) MT (PA) 740.69 577.38 363.76
3. Thread/MF Yarn MT (PA) 266.47 422.40 255.79
4. Filler Cord MT (PA) 12.99 155.28 148.69
Total 6,432.27 5,672.83 3,738.09
Capacity Utilization (%) % 66.78 58.90 38.31
As per certificate dated July 12, 2024 issued by Mr. Akhilesh Pandit, Independent Chartered Engineer.

Utilities

All our manufacturing facilities have access to the necessary utilities, like electricity and water. Electricity is
provided by MPEB (Madhya Pradesh Electricity Board) for our manufacturing facilities located in Pithampur,
Madhya Pradesh.

Manufacturing Process:

The Manufacturing process starts with procurement of raw materials i.e. PP granules, HDPE, LDPE and LLDPE.
Apart from these, UV and colour master batches, ink, thread, etc. are also used.

PP granules are majorly used in manufacturing of fabric whereas LDPE is used to manufacture liners. Liners are
manufactured by processing LDPE in Liner blown film plant, output of which is then sized as per customer's
requirement in the form fit & sealing machine and then glued with the help of Liner gluing machine. These liners
can either be directly sold to the client or can be used as an intermediate product and used in finishing of FIBC, based
on customer requirements. Liners especially used in FIBC are required to handle Chemical and Food products etc.

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Raw Materials

Polymer is the key raw material for manufacture of our products.

We procure various types and grades of polymers for manufacture of different products. The main polymers used by
us include polypropylene (PP) granules, Low density polyethelene (LDPE) of different grades and High-Density
Polyethylene (HDPE) of different grades.

We procure reprocessed granules, fabric/reprocessed fabric of various colors, GSM, and widths, as well as
Crimpyarn and multifilament from related parties i.e. Ever Bags Packaging Private Limited and AON textiles Private
Limited.

For further details, see “Related Party Transactions” on page 341.

Polypropylene (PP) granules play a predominant role in the production of fabric, while Low-Density Polyethylene
(LDPE) is employed in the manufacturing of liners. The liners are created through the processing of LDPE in a liner
blown film plant. Subsequently, the output is tailored to meet customer specifications through a form-fit and sealing
machine, and it is then affixed with the assistance of a liner gluing machine. These liners can be directly supplied to
customers or utilized as an intermediate product, serving the finishing needs of Flexible Intermediate Bulk Containers
(FIBC) in accordance with customer preferences. Liners find particular application in FIBC designed to handle semi-
liquid substances.

Step 1: Mixing of raw material:

203
The process of manufacturing bags starts with the mixing of raw materials which is done with the use of machine
called mixer and the proportion of raw material is decided by the supervisor depending upon the specification of the
customer. The mixed material automatically goes to hopper of extruder with the help of suction blower.

Step 2: Tape Extrusion process:

The mixed raw material is then transferred to tape extrusion machine wherein the raw material i.e. granules are
melted and are converted into sheet or film form (generally white or milky white colour). This film is converted into
a tape whose thickness and width tape is required then accordingly the plates or the cutter in the machine is adjusted
and the tape of required size is obtained. After it is converted into tape form, it is passed through different roller
which forms the part of tape extrusion machine. After passing the tape from roller, this tape is then wind into different
bobbins i.e. reels which is attached to a stand which is referred to as winders. The reels which are formed after this
process are then kept for further manufacturing process. These reels i.e. bobbins can then be used for making fabrics
on looms, webbing or sewing thread. Webbing and sewing thread are intermediate processes which are used to
manufacture loops to handle FIBC bags and Dublin thread respectively. These products are then used at the finishing
i.e. stitching stage of the FIBC bags.

Step 3:- Circular loom process:

In this process, the tapes are pulled from bobbins with the help of weaving machine. The circular loom runs on a
very high speed. The requirement of bobbins differs according to different shuttles and use of these shuttles depends
on the type of fabric desired. These fabrics are in circular form and if required the fabric can be cut directly into sheet
form by adding a blade at the end of machine from where the material is rolled on to the roller. The fabric is then
rolled on a big roller and such rolled fabric can either be directly put on to the cutting machine or be laminated as
per requirement of customer.

Step 4:- Lamination process:

The main raw material required in this process is coating / lamination grade LDPE / LLPDE or PP. The fabric so
produced can be laminated depending upon the requirement of customers.

Step 5:- Cutting process:

The fabric is cut according to the dimensions required by the customer. Cutting of fabric can be done with automatic
cutting machine, with or without lamination as per requirement. In this process the fabric in the rolled form is passed
through cutting machine and measurements for cutting the roll or the sheets are inserted in the machine and the
output is fabric sheets which can be used either in the printing process or directly in stitching process.

Step 6:- Printing process:

Printing of graphics and its finishing makes the bag more attractive and demanding.
If the bag is in rolled form then printing can be done in the following manner:-

a. Fabric roll is first placed on one side and sent into machine
b. Requisite colour and graphics are entered in to the machine
c. Printing is done on the roll and again on the other side it is wrapped in roll form.
d. Rolls are sent to next step i.e. Stitching process after cutting them into desired lengths.

Step 7:- Stitching process:

Under this process the bags which are in the form of sheet or rolled form are stitched from bottom, sideways and
also if required loops are also attached which are normally referred as belts. These belts are made from special tapes.
The belt is made with the help of needle loom; the fabric so processed is then used in the needle machine and rolls
of belts are formed. These belt rolls are used in the process of stitching. Further filler cords or liner are also attached
to FIBC based on customer requirements.

Step 8:- Testing:

In a testing department, the products undergo a check before the final dispatch. Further products are also checked at
intermediate levels. Testing of products takes place with the help of metal detector and UV testing machine. Qualify
check is essential for maintaining qualitative standards. After the testing process the finished goods are sent to bailing
department.

Step 9:- Bailing process:

204
The bailing of goods is done as per the specification of the customers. For bailing of goods, the processes are as
follows:-

a. The finished products are loaded in the machine

b. Machine presses the bags, squeezes it and gets it compressed
c. The pressed bags are then offloaded and sent for packing

Step 10:- Dispatch:

After the quality of products is tested and the testing department gives a final go ahead, the products are then
dispatched with the help of fork lifters. These fork lifters lift the packed goods which are loaded in the container for
final dispatch.

Master batches

Master batches provide colour to the product manufactured. The master batches are mixed with the polymers while
feeding in the hoppers of the machines. They are melted along with the polymers giving colour to the entire batch of
products.

Environment, Health and Safety

Our manufacturing units I and II are ISO 9001:2015 and ISO 22000:2018 certified by Staunchly Management and
System Services Limited and International Certification Services Private Limited and Unit III facility is certified
with ISO 9001:2015, ISO 14001:2015, ISO 45001:2018, ISO 22000:2018 and SEDEX SMETA four pillar. The
personal health and safety of each employee of our organization is of primary importance. We believe that our
employees are important assets and their safety at our worksite is our responsibility. Our Company provides the
necessary equipment and facilities required for the personal safety and health of each employee, workers and
contractors at our manufacturing units. We implement work safety measures to ensure a safe working environment
including general guidelines for health and safety at our manufacturing units, accident reporting, wearing safety
equipment and maintaining clean and orderly work locations.

We continually aim to comply with the applicable health and safety regulations and other requirements in our
business operations.

Sales and Marketing

Our business operations and products primarily cater to various customers as spectral range of products. There are
extremely limited number of players in India who have such a huge portfolio of products. We have dedicated facilities
for different type of bags under the group companies thereby ensuring more cost effectiveness and consistency of
quality. Major volumes of our orders are repeat orders owing to our world class reputation in the FIBC industry
across the globe. Our marketing activities are for both the domestic and export market. In domestic market, our
Company mainly caters to end user industry and traders and in the export markets we deal with merchant exporters
and commission agents. As we have customer base spread across the globe, we are not dependent on a limited number
of customers or any particular region of the world for stability in sales. Our Company follows direct sales model and
also sells through Commission agents for domestic sales and merchant exports in the export market. We believe that
we have understanding of technical aspects of the products and are a preferred choice among the customers for any
variety of bags.

We are getting our plastic waste generated during the production process recycled and we then reuse it for production.
The above-mentioned points provide us a cutting edge over any player in the market thereby making us one of the
most stable manufacturers of these products in India and hence, we do not expect much competition in our segment
of manufacturing in India, However, we face some competition from manufacturers of Vietnam and Bangladesh. We
have a large number of customers from all the corners of the world. Although we believe in and work for long lasting
relationships but we keep on growing our customer base. We never distinguish between a small or a big customer.
We give equal importance and priority to all irrespective to their size, volume or location. This is the reason for our
stability and growth. Our product quality, in time service and dedication are our main strength which has been the
reason for our story of success.

Our Company intends to focus on following marketing strategies: (i) Increased customer satisfaction (ii) Continuous
follow-up with customers (iii) Develop new market and customers. Our Company has 7 (seven) members’ centralised

205
sales and marketing team garnering clients for its products and building relations with them. The division is directly
managed by our Promoter, considering the critical nature of these operations.

Our sales and marketing team consists of well experienced and qualified people to develop, maintain and increase
relations with our customers. Our marketing team plays an important role in the development of new products based
on their study and feedback on latest industrial needs. Our Registered Office and manufacturing units are well
synchronised, and we endeavour to keep them updated from time to time. We target our marketing activities towards
both domestic and multinational corporations for our products. New customers as well as product development is
mainly through participation in exhibitions to stay updated on industry trends, finding new products and customers.
We also periodically advertise in Chemical Weekly, industry specific magazines which showcases our products to
the right clientele.

We sell goods directly to traders and customers without using a distribution channel. We prioritize building business
relationships and operate on a B2B business model. To foster these relationships, we have a marketing team
segmented geographically for better outreach. These teams engage potential customers through various
communication methods such as emails and phone calls. Once communication is established and customer
requirements are understood, specifications and quotes are exchanged. Upon confirming customer feasibility,
samples are sent for final approval before production begins. We manufacture our products with a focus on quality
assurance. Once approved by our quality team, our logistics team ensures timely delivery of goods and receipt of
payment to complete the transaction.

Manpower

The detailed break-up of our employees as on July 23, 2024 is as under:

Department No of Employees
Account 7
CS 1
HR & Admin, security 21
Marketing 7
Planning Head 1
Field 4
Finance 4
Logistics 4
Planning 1
Plant Head 2
Purchase 3
Audit & QC 201
Bailing 24
Belt Cutting 3
Civil/Maintenance/Electrician 39
Container Loading 3
Cutting 17
ERP 2
Excise 7
IT 2
Production 499
Safety 1
Store 4
Total 857

We also hire workers on contract basis at our manufacturing units as per requirement.

206
The details of the PF and ESIC are as under:

Shree Tirupati Balajeee Agro Trading Company Limited

April - 2023 To March - 2024 April - 2022 To March - 2023 April - 2021 To March - 2022
No. No. No.
P.F. Challan P.F. Challan P.F. Challan
Sr.No. Month Of Month Of Month Of
Wages Amount Wages Amount Wages Amount
Employee Employee Employee
1 Apr-23 111 1044953 261436 Apr-22 125 1077542 269587 Apr-21 202 1692495 412332
2 May-23 106 993786 248642 May-22 122 1046682 261860 May-21 176 1433996 350580
3 Jun-23 105 1013118 253475 Jun-22 128 1119550 280083 Jun-21 179 1496123 366028
4 Jul-23 111 1085396 271542 Jul-22 133 1207448 302058 Jul-21 187 1652793 409662
5 Aug-23 110 1079586 270088 Aug-22 133 1222175 305736 Aug-21 201 1727234 429614
6 Sep-23 114 1069539 267576 Sep-22 135 1253410 313318 Sep-21 210 1843535 459878
7 Oct-23 111 1060790 265387 Oct-22 128 1159703 290128 Oct-21 204 1808251 451330
8 Nov-23 106 972569 243341 Nov-22 139 1076946 269589 Nov-21 197 1712504 427680
9 Dec-23 93 935871 234164 Dec-22 112 1069746 267629 Dec-21 179 1585447 396573
10 Jan-24 90 883384 221048 Jan-23 127 1139550 285392 Jan-22 173 1525317 381540
11 Feb-24 88 841308 210529 Feb-23 121 1103841 276160 Feb-22 174 1533214 383521
12 Mar-24 86 803600 201102 Mar-23 116 1050404 262790 Mar-22 193 1566798 391962
Total 1231 11783900 2948330 1519 13526997 3384330 2275 19577707 4860700

Shree Tirupati Balajeee Agro Trading Company Limited

April - 2023 To March - 2024 April - 2022 To March - 2023 April - 2021 To March - 2022
No.Of No.Of Challan No.
Sr.No Mo- ESIC Challan ESIC Mo- Challan
Employe Mo-nth Employe Amoun Of ESIC Wages
. nth Wages Amount Wages nth Amount
e e t Employee
Apr-
1 Apr-23 386 4352616 174255 Apr-22 452 4725517 189196 541 4953168 198326
21
May-
2 May-23 388 4125427 165166 May-22 403 4237555 169656 550 4595449 183990
21
3 Jun-23 346 4376742 175222 Jun-22 379 4483942 179516 Jun-21 552 4603987 184325

207
 4 Jul-23 349 4571051 183002 Jul-22 381 4664158 186724 Jul-21 564 5060147 202590
Aug-
5 Aug-23 347 4652079 186240 Aug-22 378 4805909 192409 438 5205894 208418
21
Sep-
6 Sep-23 357 4723780 189121 Sep-22 374 4965827 198803 454 5381574 215453
21
7 Oct-23 366 4498785 180105 Oct-22 378 4765887 190801 Oct-21 436 5457870 218512
Nov-
8 Nov-23 322 4108432 164484 Nov-22 382 4819004 192930 440 5369953 214995
21
9 Dec-23 325 4210670 168568 Dec-22 397 4941905 197834 Dec-21 450 5489441 219768

10 Jan-24 317 4236687 169610 Jan-23 414 4972777 199080 Jan-22 451 5608510 224524

11 Feb-24 320 4099315 164105 Feb-23 374 4673509 187103 Feb-22 455 5600242 224208

12 Mar-24 319 4117879 164853 Mar-23 377 4474631 179143 Mar-22 455 5747506 230090
226319
Total 4142 52073463 2084731 4689 56530621 5786 63073741 2525199
5

The details of statutory dues payable as on March 31, 2024 are as under:

S.no. Statutory Dues Name of company Due Date Payment Date Amount Amount
1 GST PAYABLE Shree Tirupati Balajee Agro Trading Co Ltd. Unit-II 4/20/2024 4/20/2024 92774
25.04.24, 26.04.24 &
2 TDS Payable Shree Tirupati Balajee Agro Trading Co Ltd. Unit-I 4/30/2024 2400604
30.04.24
25.04.24, 26.04.24 &
3 TDS Payable Shree Tirupati Balajee Agro Trading Co Ltd. Unit-II 4/30/2024 55292
30.04.24
4 TDS Payable Shree Tirupati Balajee FIBC Ltd 4/30/2024 27.04.24 904554

5 TDS Payable Jagannath Plastics Pvt. Ltd. 4/30/2024 27.04.24, 30.04.24 422767

6 TDS Payable Honourable Packaging Pvt. Ltd. 4/30/2024 29.04.24, 02.05.24 189645 3972862

7 TCS Payable Shree Tirupati Balajee Agro Trading Co Ltd. Unit-I 4/30/2024 17.04.24 151432

8 TCS Payable Shree Tirupati Balajee FIBC Ltd 4/30/2024 17.04.24 34435

208
 9 TCS Payable Jagannath Plastics Pvt. Ltd. 4/30/2024 17.04.24 163551

10 TCS Payable Honourable Packaging Pvt. Ltd. 4/30/2024 17.04.24 69060 418478
11 Professional Tax Payable Shree Tirupati Balajee Agro Trading Co Ltd. Unit-I 4/30/2024 11/4/24 & 30/4/24 43155

12 Professional Tax Payable Shree Tirupati Balajee Agro Trading Co Ltd. Unit-II 4/30/2024 11/4/24 & 30/4/24 8416

13 Professional Tax Payable Shree Tirupati Balajee FIBC Ltd 4/30/2024 11/4/24 & 30/4/24 21496

14 Professional Tax Payable Jagannath Plastics Pvt. Ltd. 4/30/2024 11/4/24 & 30/4/24 11916

15 Professional Tax Payable Honourable Packaging Pvt. Ltd. 4/30/2024 11/4/24 & 30/4/24 5621 90604

16 PF Payable Shree Tirupati Balajee Agro Trading Co Ltd. Unit-I 4/15/2024 04-11-2024 201204

17 PF Payable Shree Tirupati Balajee Agro Trading Co Ltd. Unit-II 4/15/2024 04-11-2024 69731

18 PF Payable Jagannath Plastics Pvt. Ltd. 4/15/2024 04-11-2024 45926

19 PF Payable Honourable Packaging Pvt. Ltd. 4/15/2024 04-11-2024 59535 376396

20 ESIC Payable Shree Tirupati Balajee Agro Trading Co Ltd. Unit-I 4/21/2024 04-12-2024 164853
21 ESIC Payable Shree Tirupati Balajee Agro Trading Co Ltd. Unit-II 4/21/2024 04-12-2024 83073
22 ESIC Payable Jagannath Plastics Pvt. Ltd. 4/21/2024 04-12-2024 81971
23 ESIC Payable Honourable Packaging Pvt. Ltd. 4/21/2024 04-12-2024 66209 396106
Total 5347220

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 Plant & Machinery

Our existing plant & machinery at both our units is as summarised below:

▪ Extrusion Lines- The extrusion lines are armed with all the sophisticated equipments like Melt Pump, Static
Mixers, Capacitance Gauging of Film, Automatic dosing Mixing and Low Shrinkage Conditioners.
▪ Weaving Section- This comprises of a battery of various circular looms form 4 Shuttle to 10 Shuttle and the
looms are capable of weaving the fabric from 14” Tubular to 82” Tubular or 164” Lay Flat fabric. The machines
are capable of weaving from 7 X 7 Mesh to 18 X 18 Mesh. We operate 87 weaving machines everyday.
▪ Liner Making and Developing Section - We need to shape the tubular liner in such a way that it fits into the
FIBC bag, Therefore, this section is important.
▪ Lamination/ Coating Plant Section – Lamination is a type of extrusion done to create an additional layer of
PP coating on the surface of the Fabric, if required by the customers.
▪ Printing Section - Printing of graphics and its finishing makes the bag more attractive and demanding.
▪ Cutting section - The fabric is cut according to the dimensions required by the customer. Cutting of fabric can
be done with Automatic cutting machine, with or without lamination as per requirement.
▪ Stitching section – Stiching is required to assemble various parts such as fabric, webbing and in some cases
liner and form the FIBC.
▪ Webbing section – This is an important part of the bag. It is used to lift the bag and transport from one place
to another.

Exports and Export Obligations

Our Company purchase a major part of raw material under Advance Authorization Scheme (Duty Exemption
Scheme) as per Chapter 4 Para 4.03 and Machinery under EPCG (Export Promotion Capital Goods) Scheme as per
Chapter 5 Para 5.01 in Foreign Trade Policy 2023 issued by DGFT (Directorate General of Foreign Trade)
Government of India. As per the Scheme, we are obliged to Export 85%-90% of the imported quantity after
deduction of wastage which is depending upon the category of the product.

Owing to the above rules, on June 30, 2024, our Company has a obligation to Export the goods around 85%-90%
against the available purchase quantity of Raw material amounting to 491.29 MT, under the advance authorization,
which is in production process and stock. In absolute terms it is approx Rs. 750 Lakhs.

Further, under the Export Promotion Capital Goods Scheme (“EPCG Scheme”), issued by the DGFT Department to
boost exports from India, permits importers to bring in capital goods (machinery) for manufacturing goods without
paying any import duty. However, there is an obligation to export goods valued equivalent to six times the duty saved
amount on the capital goods imported under the EPCG scheme. This obligation must be fulfilled within six years from
the date of authorization issuance.

Under EPCG Scheme we are obliged to Export the goods of value Rs. 171.00 lakhs till financial year 2028-29.

The export obligation vis-à-vis export already done and import licenses availed vis-à-vis actual import done during
April 01, 2023 to June 30, 2024 is as under. The export obligation is computed against import license availed (Duty
Free).

Particulars MT Particulars MT
Total Import Quantity (Licence
13,506.16 Total Export Obligation Quantity (E) 12,438.77
availed) (A)
Total Import Used Quantity (B) 12,182.10 Total Export done Quantity (F) 10,623.42
Balance Export Obligation to be done Quantity
Balance Import Quantity (C) 1,324.06 1,815.35
(G)
Pending Export Obligation (G-C) 491.29
The pending export obligation stands at 491.29 MT.

We currently holds export obligations, which are directly correlated with the exports already completed, thereby
impacting the import obligations. The export obligation aligns with the remaining import licenses held by us and the
Export obligations are met.

210
Freight & Logistics

We hire trucks on rental basis as per our requirement for internal transfer of raw materials and products used for
captive consumption between our units thereby streamline products schedules. We hire trucks/ containers for
delivery of goods to local customers and various ports for onward shipment to various countries.

Competition

We compete with large, organised companies as well as smaller regionally based competitors. Some of our
competitors may have greater resources than those available to us. While product quality, brand value, timely
delivery, customer network, etc. are key factors in customer decisions among competitors, however, price and quality
are the deciding factor in most cases. Among listed companies of similar size and product portfolio in India, we face
competition from many private players and may face competition from Kanpur Plastipack Ltd., Rishi Techtex Ltd.,
Jumbo Bag Ltd., EMMBI Industries Ltd. and Commercial Syn. Bags Ltd etc. The organised players in the industry
compete with each other by providing high quality, consistent and time bound products and value-added services.
We have a number of competitors offering products similar to us. We ensure the product quality, timely delivery,
product innovation, customisation in products which helps us to maintain strong relationship with our customers
which in turn provides edge over our competitors.

Insurance

Our operations are subject to various risks in the manufacturing industry. Accordingly, we maintain insurance
policies for our manufacturing units, offices, buildings, plant and machinery, furniture, fixture and fittings and stocks
due to fire and other perils. We also maintain marine cargo insurance policy to insure consignments shipped by sea
and to cover inland movement of cargos by road or rail. We have also maintained insurance policies for our vehicles.

Corporate Social Responsibility

Our Company has adopted a CSR policy in compliance with the requirements of the Companies Act and the
Companies (Corporate Social Responsibility Policy) Rules, 2014.

The details of amount spent on CSR for the past 3 years is as under:
(Amount in lakhs)
Sr. No. Particulars FY 2023-24 FY 2022-23 FY 2021-2022
1. CSR 35.65 22.59 39.23

Intellectual Property

Trademarks and Design

The following table sets forth the status and particulars of the pending applications filed by our Company to
Trademark registry:

Category of
Particulars of Application
trademark / Class Status
trademark/ Design Number
Design
6208728,
Shree Tirupati Balajee Trademark 6212424, Class: 9, Class: 16, Objected
Agro Trading Company 6205575, Class: 18, Class: 22,
Limited 6208845, Class: 35
6208729
6068215,
6068216, Class: 9, Class: 16, Accepted and
Device 6068217, Class: 18, Class: 22, Advertised
6068218, Class: 35
6068219

211
For further details, please see “Government And Other Approvals”, “Risk Factors – Our inability to obtain, renew
or maintain our statutory and regulatory permits and approvals required to operate our business may have a
material adverse effect on our business, financial condition and results of operations” and “Risk Factors – We
depend on certain brand names and our corporate name and logo that we may not be able to protect and/or maintain.
If we are unable to protect our intellectual property and proprietary information, or if we inadvertently infringe the
intellectual property rights of others, our business, financial condition, cash flows and results of operations may be
adversely affected.” on pages 379, 60 and 63 respectively.

[Remainder of this page is intentionally kept blank]

212
 Immovable Property

We operate through 5 (five) Manufacturing Facilities strategically located at Pithampur, Indore in Madhya Pradesh.
Out of five manufacturing facilities, three facilities are of our Subsidiaries. Our manufacturing facilities, with a total
area of over 55,756 sq. mt., are close to some of our key customers to enable meeting our customers’ just-in-time
delivery schedules, allow economies of scale and logistical advantages for our customers, and to insulate them from
local supply or other disruptions. Our manufacturing facilities include modern equipment, engineered layout with
process controls and necessary automations for quality and productivity.

The following table sets forth the location and other details of the properties of our Company:

Description Name of Lessor Address of Premises Area Relationship Owner Terms

and Usage* (in Sqare of lessor ship
Metre) with our Status
Company
Registered MP Audyogik Plot No-192, Sector-1, 11,613 No Relation Leased 17th April
Office and Kendra Vikas Pithampur Dist. Dhar 2002 to 16th
Manufacturing Nigam (Indore) – 454 775 Madhya April 2101
Unit I Pradesh, India
MP Audyogik Plot No-640, Sector-3, 10,000 No Relation Leased 28th August
Manufacturing Kendra Vikas Pithampur Dist. Dhar 2010 to 27th
Unit II Nigam (Indore) – 454 775 Madhya August 2040
Pradesh, India.
Anant Agrawal E-34, H.I.G, Ravi 503.70 Anant On 01st March
Shankar Nagar, Near Agrawal – Rent 2024 to 31st
Corporate
LIG Square, Indore– Son of January 2025
Office
452 010, Madhya Promoter
Pradesh, India
NA Survey No.73, 68/3, 28,900 NA Owned -
69/3, 72/3, 74/2,
Khodri Nipania,
Installed Solar
Siddipur, Tarana
Plant
Ujjain - – 456 665,
Madhya Pradesh,
India
NA 203, Samyak Tower 130.11 NA Owned -
L6/3 Old palasia
Flat Indore – 452 001,
Madhya Pradesh,
India
NA 321, Rafael Tower 8/2 41.82 NA Owned -
Commercial
Old palasia, Indore –
Office given on
452 001, Madhya
Rent
Pradesh, India
NA 418-421, Rafael 156.82 NA Owned -
Commercial Tower 8/2 Old palasia,
Office given on Indore – 452 001,
Rent Madhya Pradesh,
India
NA Khasra Survey 11,390 NA Owned -
No.26/6, PNH 36,
Godown Given Village Lasudia Mori,
on Rent Dewas Naka Indore-
452 001, Madhya
Pradesh, India
* None of the properties other than the Corporate office is on leasehold taken from related parties.

213
Properties of our Subsidary Companies:

The following table sets forth the location and other details of the properties of our Subsidiaries:

State Name of Location / district Nature of Name of the entity Area Date of Term Purpose
Company holding holding the (in the of the of land
(Please property (in case Sqare lease/ lease/
indicate such property is Metre license/ license
whether leased or licensed, ) sale
property is please provide the deed
owned/leas owner of the
ed/license, property.
etc.) In case the same is
sub-leased or sub-
licensed, please
provide the names
of the entity from
which it is
immediately taken,
as well as the
original owner)
Madh Jagannath Plot No.640-B, Leased MP Audyogik 5,574 09- 30 Factory
ya Plastics Sector-03, Kendra Vikas Aug- years i.e.
Prade Pvt. Ltd. Pithampur, Dist. Nigam (Indore) 2010 (08 Manufact
sh Dhar -454 774, Augus uring area
Madhya Pradesh, t
India. 2040)
Madh Jagannath E-34, Ravishankar Rented Shri Anant 125.5 01- 12 Administr
ya Plastics Nagar HIG, LIG Agrawal S/O Apr- month ative
Prade Pvt. Ltd. Behind Gurudwara Binod Kumar 2023 s office
sh AB Road Indore- Agarwal & Sunita (31
452 001, Madhya Agrawal W/O March
Pradesh, India Binod Kumar 2024)
Agrawal
Madh Honourable Plot No.640-A, Leased MP Audyogik 5574 19- 30 Factory
ya Packaging Sector-03, Kendra Vikas Aug- years i.e.
Prade Pvt. Ltd. Pithampur, Dist. Nigam (Indore) 2010 (18 Manufact
sh Dhar-454 774, Augus uring area
Madhya Pradesh, t
India 2040)
Madh Honourable E-34, Ravishankar Rented Shri Anant 125.5 01- 12 Administr
ya Packaging Nagar HIG, LIG Agrawal S/O Apr- month ative
Prade Pvt. Ltd. Behind Gurudwara Binod Kumar 2023 s office
sh AB Road Indore - Agarwal & Sunita (31
452001, Madhya Agrawal W/O March
Pradesh, India Binod Kumar 2024)
Agrawal
Madh Shree Plot No. AP-14, Leased MP Audyogik 22,99 21- 30 Factory
ya Tirupati Apparel Park, SEZ, Kendra Vikas 5 Jul- years i.e.
Prade Balajee Phase-II, Industrial Nigam (Indore) 2010 (20 Manufact
sh FIBC Ltd. Area, Pithampur, July uring area
Dist. Dhar - 2040)
454775, Madhya
Pradesh, India
Madh Shree E-34, Ravishankar Rented Shri Anant 125.5 01- 12 Administr
ya Tirupati Nagar HIG, LIG Agrawal S/O Apr- month ative
Prade Balajee Behind Gurudwara Binod Kumar 2023 s office
sh FIBC Ltd. AB Road Indore- Agarwal & Sunita (31
452001, Madhya Agrawal W/O March
Pradesh, India Binod Kumar 2024)
Agrawal

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 KEY INDUSTRY REGULATIONS AND POLICIES

The following description is a summary of certain sector-specific statutes, regulations and policies as prescribedby
the Government of India and other regulatory bodies that are applicable to us in order to carry out our business and
operations in India. The information detailed below has been obtained from various legislations, including rules and
regulations promulgated by regulatory bodies that are available in the public domain. The description set out below
is only intended to provide general information to the investors and may not be exhaustive and is neither designed
nor intended to substitute for professional legal advice. The statements below are based on the current provisions of
Indian law, and remain subject to judicial and administrative interpretations thereof, which are subject to change or
modification by subsequent legislative, regulatory, administrative, or judicial decisions.For details of government
approvals obtained by our Company in compliance with these regulations, please refer to the section entitled
“Government and Other Approvals” on page 379.

Key Acts, Regulations and Policies governing our Company:

I. Business/trade related laws/regulations

• The Micro, Small and Medium Enterprises Development Act, 2006

In order to promote and enhance the competitiveness of Micro, Small and Medium Enterprise (“MSME”) the act is
enacted. Section 7 of the act lays down the classification of enterprises which lays down the limit through which
enterprises will be categorized as small, medium or micro enterprises.
• Madhya Pradesh Industrial Promotion Policy 2014
The policy was issued by the Government of Madhya Pradesh, Department of Industrial Policy and Investment
Promotion as amended from time to time. The objective of the policy is to achieve inclusive growth and bring
economic prosperity to the people of Madhya Pradesh. The key objectives of Industrial Policy is rationalization and
simplification of procedures to ensure effective implementation of policy, to improve investor facilitation and
enhance ease of doing business, to create an enabling environment for robust industrial growth, to achieve higher
and sustainable economic growth by accelerating the growth of manufacturing and service sectors through private
sector participation, to create an able and supportive regulatory and policy environment to facilitate private sector
participation, to achieve inclusive industrial infrastructure development in the state, to promote environmentally
sustainable industrial growth and balanced regional development, to enhance employment opportunities, to
encourage growth in Madhya Pradesh‘s thrust sectors (Agribusiness and Food processing, Textiles, Automotive and
Auto components, Tourism, Pharmaceuticals, Bio-technology, IT/ITeS, Healthcareand Logistics and Warehousing),
to encourage environment friendly practices in enterprise development and to provide a welcoming and facilitative
atmosphere to entrepreneurs, industrialists and investors. The State Government intends to focus on achieving
holistic industrial growth which includes incentivizing MSME to enhance their competitiveness for achieving higher
growth.
• M.P. MSME Development Policy, 2021
The policy touches upon all those aspects which lead to the focused growth of the MSME sector in the state. The
key objectives of the MSME Development Policy 2021 are:- (i) Achieving the state’s goal of overall industrial
development and MSME competitiveness (ii) Creating enabling infrastructure (iii) Providing a conducive ecosystem
and promoting inclusive growth for MSMEs. (iv) Providing an opportunity to young entrepreneurs through instilling
employment generation with focus on (i) Ease of doing business (ii) Procedural reforms for release of concessions
to eligible MSME units (iii) Creation and maintenance of improved infrastructure facilities through private
developers (iv) Infrastructure development on PPP Model (v) Procedural assistance through online services (vi) Time
bound delivery of services & assistance.
• EOU Scheme
The EXIM Policy of India provides that units undertaking to export their entire production of goods and services
may be set up under the Export Oriented Unit (EOU) Scheme (EOU Scheme / Scheme). The EOU Scheme's main
thrust is to boost and attract sector specific exports from all parts of India having huge potential near to raw material
source. The Scheme has undergone several changes over a period and the present policy parameter is most liberalized
and conducive to the entrepreneur for setting up its Export Oriented Unit. The Scheme covers
manufacturing/processing and services. The main objectives of the Scheme are to increase exports, earn foreign
exchange to the country, transfer of the latest technologies stimulate direct foreign investment and to generate
additional employment.

215
• Special Economic Zones Act, 2005
The Government of India has enacted the Special Economic Zone Act, 2005 (the “SEZ Act”) for the establishment,
development and management of special economic zone (the “SEZs”) for the promotion of exports. SEZs may be
established under the SEZ Act, either jointly or severally by the Government of India, state government or any other
person. On receipt of an application, the SEZ Board may, subject to certain conditions approve the proposal and
communicate it to the Government of India. On an area being notifiedas an SEZ, the Government of India appoints
a development commissioner for the said SEZ who isresponsible for monitoring and ensuring strict adherence to the
legal framework and the day-to-day operations of the SEZ.
• The Special Economic Zone Rules, 2006
The Special Economic Zone Rules, 2006 and amendments made time to time (the “SEZ Rules”) have been enacted
to effectively implement the provisions of the SEZ Act. The SEZ Rules provide for a simplified procedure for a
single window clearance from the Government of India and state governments for setting up of SEZs and a unit in
an SEZ. The SEZ Rules also prescribe the procedure for the operation and maintenance of an SEZ, for setting up
and conducting business therein, with an emphasis on self-certification, and the terms and conditions subject to which
entrepreneur and developer shall be entitled to exemptions, drawbacks and concessions, etc. The SEZ Rules also
provide for the minimum area requirement for various categories of SEZs.
• Bureau of Indian Standards Act, 2016 (“BIS Act”)
BIS Act was notified on March 22, 2016 and came into effect from October 12, 2017. The BIS Act establishes the
Bureau of Indian Standards (BIS) as the National Standards Body of India. The BIS Act has enabling provisions for
the Government to bring under compulsory certification regime any goods or article of any scheduled industry,
process, system or service which it considers necessary in the public interest or for the protection of human, animal
or plant health, safety of the environment, or prevention of unfair trade practices, or national security. The BIS Act
also allows multiple type of simplified conformity assessment schemes including self-declaration of conformity
against a standard which will give simplified options to manufacturers to adhere to the standards and get certificate
of conformity. The BIS Act enables the Central Government to appoint any authority/agency, in addition to the BIS,
to verify the conformity of products and services to a standard and issue certificate of conformity. Further, there is
also a provision for repair or recall, including product liability of the products bearing standard mark but not
conforming to the relevant Indian Standard.
• Consumer Protection Act, 2019 (“Consumer Protection Act”) and the rules made thereunder

The Consumer Protection Act, which repeals the Consumer Protection Act, 1986, was designed and enacted to
provide simpler and quicker access to redress consumer grievances. It seeks, inter alia to promote and protects the
interests of consumers against deficiencies and defects in goods or services and secure the rights of a consumer
against unfair trade practices, which may be practiced by manufacturers, service providers and traders. The definition
of “consumer” has been expanded under the Consumer Protection Act to include persons engaged in offline or online
transactions through electronic means or by tele-shopping or direct-selling or multi-level marketing. One of the
substantial changes introduced by Consumer Protection Act is inclusion of the e-commerceindustry under Consumer
Protection Act with “e-commerce” defined to refer to the buying and selling of goods or services over digital or
electronic network. Therefore, the Consumer Protection Act aims to cover entities that are involved in the process of
selling goods or services online. It provides for the establishment of consumer disputes redressal forums and
commissions for the purposes of redressal of consumer grievances. In addition to awarding compensation and/or
passing corrective orders, the forums and commissions under the Consumer Protection Act, in cases of misleading
and false advertisements, are empowered to impose imprisonment for a term which may extend to two years and fine
which may extend to ten lakh. In cases of manufacturing for sale orstoring, selling or distributing or importing products
containing an adulterant, the imprisonment may vary betweensix months to seven years and fine between one lakh to
ten lakh depending upon the nature of injury to the consumer.

• The Sale of Goods Act, 1930 (“Sale of Goods Act”)

The Sale of Goods Act governs contracts relating to the sale of goods. The contracts for sale of goods are subject to
the general principles of the law relating to contracts i.e. the Indian Contract Act, 1872. A contract for sale of goods
has, however, certain peculiar features such as, transfer of ownership of the goods, delivery of goods, rights and
duties of the buyer and seller, remedies for breach of contract, conditions and warranties implied under a contractfor
sale of goods, etc. which are the subject matter of the provision of the Sale of Goods Act.

216
 II. Anti-Trust Laws
• Competition Act, 2002
An act to prevent practices having adverse effect on competition, to promote and sustain competition in markets, to
protect interest of consumer and to ensure freedom of trade in India. The act deals with prohibition of agreements
and Anti-competitive agreements. No enterprise or group shall abuse its dominant position in various circumstances
as mentioned under the Act.
The prima facie duty of the commission is to eliminate practices having adverse effect on by the State Government
including competition, promote and sustain competition, protect interest of consumer and ensure freedom of trade.
The commission shall issue notice to show cause the parties to combination calling upon them to respond within 30
days in case it is of the opinion that there has been an appreciable adverse effect on competition in India.

III. Tax Related Legislations

• Income Tax Act, 1961

Income Tax Act, 1961 is applicable to every domestic or foreign company whose income is taxable under the
provisions of this Act or rules made under it depending upon its “Residential Status” and “Type of Income” involved.
Under section 139(1) every Company is required to file its income tax return for every previous year by October 31
of the assessment year. Other compliances like those relating to tax deduction at source, fringe benefit tax, advance
tax, and minimum alternative tax and the like are also required to be complied with by every company. In 2019, the
Government has also passed an amendment act pursuant to which concessional rates of tax are offered to a few
domestic companies and new manufacturing companies.

• Goods and Service Tax (GST)

Goods and Services Tax (GST) is levied on supply of goods or services or both jointly by the Central and State
Governments. GST provides for imposition of tax on the supply of goods or services and will be levied by the Central
Government and union territories on intra-state supply of goods or services. Further, Central Government levies GST
on the inter-state supply of goods or services. The GST law is enforced by various acts viz. Central Goods and
Services Act, 2017 (CGST), State Goods and Services Tax Act, 2017 (SGST), Union Territory Goods and Services
Tax Act, 2017 (UTGST), Integrated Goods and Services Tax Act, 2017 (IGST) and Goods and Services Tax
(Compensation to States) Act, 2017 and various rules made thereunder. It replaces following indirect taxes and duties
at the central and state levels:
Central Excise Duty, Duties of Excise (Medicinal and Toilet Preparations), additional duties on excise – goods of
special importance, textiles and textile products, commonly known as CVD – special additional duty of customs,
service tax, central and state surcharges and cusses relating to supply of goods and services, state VAT, Central Sales
Tax, Luxury Tax, Entry Tax (all forms), Entertainment and Amusement Tax (except when levied by local bodies),
taxes on advertisements, purchase tax, taxes on lotteries, betting and gambling.
• The Customs Act, 1962
The provisions of the Customs Act, 1962 and rules made there under are applicable at the time of import of goods
i.e. bringing into India from a place outside India or at the time of export of goods i.e. taken out of India to a place
outside India. Any Company requiring to import or export any goods is first required to get it registered and obtain
an IEC (Importer Exporter Code). Imported goods in India attract basic customs duty, additional customs duty and
education cess. The rates of basic customs duty are specified under the Customs Tariff Act 1975. Customs duty is
calculated on the transaction value of the goods. Customs duties are administrated by the Central Board of Excise
and Customs under the Ministry of Finance.
• Madhya Pradesh Professional Tax Act, 1995
It is an act to provide for levy of tax on profession, trades, callings and employments in the state of Madhya Pradesh.
It is applicable to all the employees defined under section 2 (c) of the act. Employees means a person employed on
salary or wage and includes:
i) A government servant receiving pays from the revenues of the Central Government or any State Government or the
railway fund.
ii) A person in the service of a body whether incorporated or not, which is owned or controlled by the Central
Government or any State Government where the body operates in any part of the state, even though its headquarters

217
 may be outside the state.
iii) A person engaged in any employment of an employer not covered by items (i) and (ii) above.
Section 2 (d) of the act defines employer as "Employer" in relation to an employee earning any salary or wage on
regular basis under him means the person or the officer who is responsible for disbursement of such salary or wage
and includes the head of the office or an establishment as well as the manager or agent of the employer.
“Person" means any person who is engaged in any profession, trade, calling or employment in the State of Madhya
Pradesh and includes a Hindu undivided family, firm, company, corporation or other corporate body, any society,
club or association so engaged but does not include any person who earns salary or wage on casual basis. If the act
is applicable a certificate of registration is to be obtained by the Employer under the act.
• Shops and establishments legislations
Under the provisions of local Shops and Establishments laws applicable in various states, establishments are required
to be registered. Such laws regulate the working and employment conditions of the workersemployed in shops and
establishments including commercial establishments and provide for fixation of working hours, rest intervals,
overtime, holidays, leave, termination of service, maintenance of shops and establishments and other rights and
obligations of the employers and employees
• Labour related legislations

In addition to the aforementioned material legislations which are applicable to our Company, other legislations that
may be applicable to the operations of our Company include:
• Contract Labour (Regulation and Abolition) Act, 1970 (“CLRA Act”)

The CLRA Act has been enacted to regulate the employment of contract labour in certain establishments, the
regulation of their conditions and terms of service and to provide for its abolition in certain circumstances. The
CLRA Act applies to every establishment in which 20 or more workmen are employed or were employed on any
day of the preceding 12 months as contract labour. The CLRA Act vests the responsibility on the principal employer
of an establishment to which the CLRA Act applies to make an application to the registered officer in the prescribed
manner for registration of the establishment. In the absence of registration, a contract labour cannot be employed in
the establishment. Likewise, every contractor to whom the CLRA Act applies is required to obtain a license and not
to undertake or execute any work through contract labour except under and in accordance with the license issued.
The principal employer is under an obligation to provide various facilities as provided under the CLRA Act, within
a prescribed time period, in case the contractor does not provide such facilities. Penalties, including both fines and
imprisonment, may be levied for contravention of the provisions of the CLRA Act.

• The Factories Act, 1948 (“Factories Act”)

The Factories Act defines a “factory” to cover any premises where 10 or more workers are working or were working
on any day of the preceding 12 months and in any part of which a manufacturing process is carried on with the aid
of power, or is ordinarily so carried on, or any premises where at least 20 workers are working or were working on
any day of the preceding 12 months and in and in any part of which a manufacturing process is carried on without
the aid of power, or is ordinarily so carried on. The Factories Act provides that the person who has ultimate control
over the affairs of the factory and in the case of a company, any one of the directors, must ensure the health, safety
and welfare of all workers while they are at work in the factory. As per the Factories Act, any person who designs,
manufactures, imports or supplies and article for use in any factory shall, inter alia, ensure, so far as is reasonably
practicable, that the article is so designed and constructed as to be safe and without risks to the health of the workers
when properly used and carry out or arrange for the carrying out of such tests and examination as may be considered
necessary for the effective implementation of such duty. The Factories Act provides various safeguards for the safety
and welfare of workers in a factory. The penalties for contravention of the Factories Act include fine and
imprisonment for the ‘occupier’ or ‘manager’ as defined under the Factories Act, and enhanced penalties for repeat
offences and contravention of certain provisions relating to use of the hazardous materials. Each State Government
has enacted rules in respect of the prior submission of plans and their approval for the establishment of factories and
registration/licensing thereof.

• The Contract Act, 1872

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 The Indian Contract Act, 1872 (“Contract Act”) lays down the essentials of a valid contract, it provides a framework
of rules and regulations that govern the validity, execution and performance of a contract and codifies the way in
which a contract may be entered into, executed, implementation of the provisions of a contract and effects of
breach of a contract. The Contract Act consists of limiting factors subject to which contract may be entered into,
executed and the breach enforced. The contracting parties themselves decide the rights and duties of parties and
terms of agreement.

• Other Labour law legislations

The various labour and employment related legislations that may apply to our operations, from the perspective of
protecting the workers’ rights and specifying registration, reporting and other compliances, and the requirements that
may apply to us as an employer, would include the following:
• Apprentices Act, 1961 and Apprenticeship Rules, 1992;
• Child Labour (Prohibition and Regulation) Act, 1986;
• Child Labour (Prohibition and Regulation) Rules, 1988;
• Child and Adolescent Labour (Prohibition and Regulation) Act, 1986;
• Industrial Disputes (Amendment and Miscellaneous Provisions) Act, 1956;
• Industrial Disputes Act, 1947;
• Industrial Disputes (Central) Rules, 1957;
• Industrial Employment (Standing Orders) Act, 1946;
• Labour Laws (Exemption from Furnishing Returns and Maintaining Registers by certain Establishments) Act, 1988 as
amended by Labour Laws (Exemption from Furnishing Returns and Maintaining Registers by certain Establishments)
Amendment Act, 2014;
• Inter-State Migrant Workmen (Regulation of Employment and Conditions of Service) Act, 1979;
• Payment of Wages Act, 1936;
• Maternity Benefit Act, 1961;
• Workmen’s Compensation Equal Remuneration Act, 1976;
• Employee’s Compensation Act, 1923 as amended by Employee’s Compensation (Amendment) Act, 2017;
• Employees’ Provident Funds and Miscellaneous Provisions Act, 1952;
• Employees’ Provident Fund Scheme, 1952;
• Employees Deposit Linked Insurance Scheme, 1976;
• The Employees Pension Scheme, 1995;
• M.P Factories Rules, 1962;
• Employees’ State Insurance Act, 1948;
• Equal Remuneration Act, 1976;
• Minimum Wages Act, 1948;
• Payment of Bonus Act, 1965;
• Payment of Gratuity Act, 1972;
• The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013;
• Trade Unions Act, 1926; and
• Workmen’s Compensation Equal Remuneration Act, 1976.

In order to rationalize and reform labour laws in India, the Government has enacted the following codes, which will
be brought into force on a date to be notified by the Central Government:

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 (a) Code on Wages, 2019, which regulates and amalgamates wage and bonus payments and subsumes four existing
laws namely – the Payment of Wages Act, 1936, the Minimum Wages Act, 1948, the Payment of Bonus Act, 1965
and the Equal Remuneration Act, 1976. It regulates, inter alia, the minimum wages payable to employees, the manner
of payment and calculation of wages and the payment of bonus to employees. The Central Government has notified
certain provisions of the Code on Wages, mainly in relation to the constitution of the central advisory board.

(b) Industrial Relations Code, 2020, which consolidates and amends laws relating to trade unions, the conditions of
employment in industrial establishments and undertakings, and the investigation and settlement of industrial
disputes. It subsumes and simplifies the Trade Unions Act, 1926, the Industrial Employment (Standing Orders) Act,
1946 and the Industrial Disputes Act, 1947.

(c) Code on Social Security, 2020, which amends and consolidates laws relating to social security, and subsumes
various social security related legislations, inter alia including the Employee’s State Insurance Act, 1948, the
Employees’ Provident Funds and Miscellaneous Provisions Act, 1952, the Maternity Benefit Act, 1961, Building
and Other Construction Workers’ Welfare Cess Act, 1996 and the Payment of Gratuity Act, 1972. It governs the
constitution and functioning of social security organizations such as the Employee’s Provident Fund Organization
and the Employee’s State Insurance Corporation, regulates the payment of gratuity, the provision of maternity
benefits and compensation in the event of accidents that employees may suffer, among others.

(d) The Occupational Safety, Health and Working Conditions Code, 2020, consolidates and amends the laws
regulating the occupational safety and health and working conditions of the persons employed in an establishment.
It replaces 13 old central labour laws including the Factories Act, 1948, Contract Labour (Regulation and Abolition)
Act, 1970, the Building and Other Construction Workers (Regulation of Employment and Conditions of Service)
Act, 1996 and the Inter-State Migrant Workmen (Regulation of Employment and Conditions of Service) Act, 1979.

IV. Environmental legislations

• The Environment Protection Act, 1986 (“EP Act”) read with The Environment (Protection) Rules, 1986 (“EP
Rules” and Environmental Impact Assessment Notification, 2006 (“EIA Notification”)
The EP Act has been enacted for the protection and improvement of the environment. EP Act empowers the
government to take all measures to protect and improve the quality of environment, such as by laying down standards
for emission and discharge of environmental pollutants, providing for restrictions regarding areas where industries
may operate and laying down safeguards for handling hazardous substances, amongst others. It is in the form of
umbrella legislation designed to provide a framework for Central Government to coordinate the activities of various
central and state authorities established under previous laws. It is also in the form of an enabling law, which delegates
wide powers to the executive to enable bureaucrats to frame necessary rules and regulations. Further, the EP Rules
specify, inter alia, the standards for emission or discharge of environmental pollutants, restrictions on the location of
industries and restrictions on the handling of hazardous substances in different areas. For contravention of any of the
provisions of the EP Act or the rules framed thereunder, the punishment includes either imprisonment or fine or both.
Additionally, under the EIA Notification and its subsequent amendments, projects are required to mandatorily obtain
environmental clearance from the concerned authorities depending on the potential impact on human health and
resources.

• Air (Prevention and Control of Pollution) Act, 1981 and Air (Prevention and Control of Pollution) Rules, 1982
(“Air Rules”)

Air (Prevention and Control of Pollution) Act 1981 was enacted with an objective to protect the environment from
smoke and other toxic effluents released in the atmosphere by industries. With a view to curb air pollution, the act
has declared several areas as air pollution control area and also prohibits the use of certain types of fuels and
appliances. Prior written consent is required of the board constituted under the act, if a person intends to commence
an industrial plant in a pollution control area. The Air Act stipulates that no person shall, without prior written consent
of the relevant state pollution control board, establish or operate any industrial plant which emits air pollutants in an
air pollution control area, as notified by the state pollution control board. Further, such an industrial plant shall not
be permitted to emit air pollutants in excess of the standards laid down by the state pollution control board. The Air
Rules provides for the procedure for transaction of business of the central pollution control board (“Central Board”)
and its various committees. The Air Rules further mandate the Central Board to submit an annual report with a full

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 account of its activities in the previous year to the Central Government.

• Water (Prevention and Control of Pollution) Act, 1974 (the “Water Act”) and Water (Prevention and Control of
Pollution) Board, 1975 (“Water Rules”)
The Water (Prevention and Control of Pollution) Act 1974 was enacted with an objective to protect the rivers and
streams from being polluted by domestic and industrial effluents. The Water Act prohibits the discharge of toxic and
poisonous matter in the river and streams without treating the pollutants as per the standard laid down by the Pollution
control boards constituted under the said act. A person intending to commence any new industry, operation or process
likely to discharge pollutants must obtain prior consent of the board constituted under the Water Act. The Water
Rules provide for inter alia the terms and conditions of service of members of the Central PCB and its various
committees and the functions of the central water laboratory. As per the Rules, the Central PCB has the power to
take samples of water, for the purpose of analysis, from any sewage or trade effluent into any stream or well in any
Union Territory. Further, the Water Rules mandate the Central PCB to submit an annual report with a full account
of its activities in the previous financial year to the Central Government.

• Hazardous and Other Wastes (Management and Transboundary Movement) Rules, 2016 (the “Hazardous Waste
Rules”)
The Hazardous Waste Rules regulate the management, treatment, storage and disposal of hazardous waste by
imposing an obligation on every occupier and operator of a facility generating hazardous waste to dispose of such
waste without harming the environment. The term “hazardous waste” has been defined in the Hazardous Waste Rules
and any person who has, control over the affairs of the factory or the premises or any person in possession of the
hazardous waste has been defined as an “occupier”. Every occupier and operator of a facility generating hazardous
waste must obtain authorization from the relevant state pollution control board. Further, the occupier, importer or
exporter and operator is liable for all damages caused to the environment resulting from the improper handling and
disposal of hazardous and other waste and the occupier or operator of the disposal facility shall be liable to pay any
financial penalty that may be levied for any violation of the provisions of the Hazardous Waste Rules by the
respective state pollution control board with the prior approval of the central pollution control board.

• Noise Pollution (Regulation and Control) Rules, 2000 (“Noise Pollution Rules”)
The Noise Pollution Rules were enacted to regulate and control noise producing and generating sources with the
objective of maintaining ambient air quality standards in respect of noise. Pursuant to the Noise Pollution Rules,
different areas / zones shall be classified into industrial, commercial, residential or silence areas/zones, with each
area having a permitted ambient air quality standard in respect of noise. The Noise Pollution Rules provide for
penalties in case the noise levels in any area / zone exceed the permitted standards.

V. Intellectual Property Laws

• Trade Marks Act, 1999 (“Trade Marks Act”) and the Trade Marks Rules, 2017 (“Trademarks Rules”)

The Trade Marks Act provides for the application and registration of trademarks in India for granting exclusive rights
to marks such as a brand, label and heading and obtaining relief in case of infringement for commercial purposes as
a trade description. The Trade Marks Act prohibits any registration of deceptively similar trademarks or chemical
compounds among others. It also provides for penalties for infringement, falsifying and falsely applying for
trademarks and using them to cause confusion among the public.

• The Patents Act, 1970

A patent is an intellectual property right relating to inventions and is the grant of exclusive right, for limited period,
provided by the Government to the patentee, in exchange of full disclosure of his invention, for excluding others
from making, using, selling, importing the patented product or process producing that product. The term invention
means a new product or process involving an inventive step capable of industrialapplication. In addition to the broad
requirement that an invention must satisfy the requirements of novelty, utility and non-obviousness in order for it to
avail patent protection, the Patents Act further provides that patent protection may not be granted to certain specified
types of inventions and materials even if they satisfy the above criteria.

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• Foreign Investment Legislations

Foreign investment in India is governed by the provisions of Foreign Exchange Management Act, 1999 (“FEMA”)
along with the rules, regulations and notifications made by RBI thereunder, and the Consolidated FDI Policy issued
by the DPIIT from time to time. The DPIIT on October 29, 2020, has issued the consolidated Foreign Direct
Investment Policy of 2020 (“FDI Policy”), which lays down certain guidelines and conditions for foreign direct
investment in various sectors. As per the FDI Policy, 100% foreign direct investment under the automatic route is
permitted in the manufacturing sector.

• Foreign Trade (Development and Regulation) Act, 1992 (“Foreign Trade Act”) and EXIM Policy

The Foreign Trade Act, read with the applicable provisions of the Indian Foreign Trade Policy 2023, authorizes the
government to formulate as well as announce the export and import policy and to keep amending the same on a
timely basis. The Central Government has also been given a wide power to prohibit, restrict and regulate the exports
and imports in general as well as specified cases of foreign trade. The Foreign Trade Act requires every importer as
well as exporter to obtain the Importer Exporter Code Number (“IEC”) from the Director-General or the authorised
officer. The Director General is authorised to suspend or cancel IEC in case of (i) contravention by any person any
of the provisions of the Foreign Trade Act or any rules or orders made thereunder or the foreign trade policy or any
other law for the time being in force relating to Central excise or customs or foreign exchange or person has
committed any other economic offence under any other law for the time being in force as may be specified by the
Central Government or (ii) making an export or import in a manner prejudicial to the trade relations of India
with any foreign country or to the interests of other persons engaged in imports or exports or has brought disrepute
to the credit or the goods of, or services or technology provided from, the country; or (iii) importing or exporting
specified goods or services or technology, in contravention of any provision of the Foreign Trade Act or any rules
or orders made thereunder or the foreign trade policy. Where any IEC number granted to a person has been suspended
or cancelled, the person shall not be entitled to import or export any goods or services or technology except under
a special licence, granted by the Director General to that person in a manner and subject to conditions as
may be prescribed. The EXIM Policy is a set of guidelines and instructions established by the DGFT in matters
related to the export and import of goods in India. This policy is regulated under the said act. Director General of
Foreign Trade (“DGFT”) is the main governing body in matters related to the EXIM Policy.

• Foreign Exchange Management Act, 1999

Foreign investment in India is primarily governed by the provisions of the Foreign Exchange Management Act,
1999(“FEMA”) and the rules and regulations promulgated there under. The act aims at amending the law relating
to foreign exchange with facilitation of external trade and payments for promoting orderly developments and
maintenance of foreign exchange market in India. It applies to all branches, offices and agencies outside India owned
or controlled by adperson resident in India and also to any contravention there under committed outside India by
any person to whom this act applies. Every exporter of goods is requiredto a) furnish to the Reserve Bank or to such
other authority a declaration in such form and in such manner as may be specified, containing true and correct
material particulars, including the amount representing the full export value or, if the full export value of the goods
is not ascertainable at the time of export, the value which the exporter, having regard to the prevailing market
conditions, expects to receive on the sale of the goods in a market outside India; b) furnish to the Reserve Bank such
other information as may be required by the Reserve Bank for the purpose of ensuring the realization of the export
proceeds by such exporter. The Reserve Bank may, for the purpose of ensuring that the full export value of the goods
or such reduced value of the goods as the Reserve Bank determines, having regard to the prevailing market
conditions, is received without any delay, direct any exporter to comply with such requirements as it deems fit. Every
exporter of services shall furnish to the Reserve Bank or to such other authorities a declaration in such form and in
such manner as may be specified, containing the true and correct material particulars in relation to payment for such
services.

Other regulations such as Foreign Exchange Management (Export of Goods and Services) Regulations, 2015 and
Foreign Exchange Management (Manner of Receipt and Payment) Regulations, 2000 as amended from time to time
are also applicable.

• Other applicable laws

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In addition to the above, our Company is also required to comply with the Companies Act and rules framed
thereunder, relevant central and state tax laws, foreign exchange and investment laws, applicable building and fire-
safety related laws, contract act and foreign trade laws, and other applicable laws and regulation imposed by the
Central Government and State Governments and other authorities for over day to day business, operations and
administration.

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 HISTORY AND CERTAIN CORPORATE MATTERS

Brief history of our Company

Our Company was originally incorporated as ‘Shree Tirupati Balajee Agro Trading Company Private Limited’, at
Pithampur, Dhar, Madhya Pradesh as a private limited company under the provisions of Companies Act, 1956,
pursuant to certificate of incorporation dated October 23, 2001 issued by the Registrar of Companies, Madhya
Pradesh and Chattisgarh. Upon the conversion of our Company into a public limited company, pursuant to the
approval accorded by our Shareholders at their extra-ordinary general meeting held on November 20, 2023, the name
of our Company was changed to “Shree Tirupati Balajee Agro Trading Company Limited” and a fresh certificate of
incorporation consequent upon change of name upon conversion to public limited company was issued to our
Company by the RoC on November 21, 2023.

a. Change in the Registered Office of our Company:

There have been no changes in the registered office of our Company since incorporation.

b. Main objects of our Company:

The main objects of our Company as contained in our Memorandum of Association are:

“1. To carry on the business of manufactures, producers, processors, makers, inventors, convertors, importers,
exporters, traders, buyers, sellers, retailers, wholesalers, suppliers, indenters, packers, movers, preservers, stockiest,
agents , sub-agents, merchants, Distributors, consignors, Jobbers, brokers, concessionaries in all kind of plastic
woven stocks, Polyethylene lined gunny bags , lineliums, Plastic bags, thermoplastics, polypropylene and PVC
Products, Plastic Polyethylene, Bags, Goods, FIBC (Flexible Intermediate Bulk Containers) and Technical textiles
and any plastic article made from them and made out of compounds, intermediates, derivatives and by-products of
plastics.

2. To carry on the business of developing land, planting, growing, cultivating, producing and raising plantations of
various forest species of proven utility and maintaining, conserving, protecting, preserving and managing in all
respects crops and trees raised or come up to naturally or other agriculture, plantation and horticultural process,
distribute or deal in all kinds of forest crops.”

The main object clause and objects incidental or ancillary to the main objects contained in the Memorandum of
Association enable our Company to undertake its existing business.

c. Amendments to our Memorandum of Association

Set out below are the amendments that have been made to our Memorandum of Association, in the last ten years
of the Company:

Date of change or Nature of amendment

shareholders resolution
November 3, 2020 Clause V of Memorandum of Association was amended pursuant to the order
dated November 3, 2020 of the hon’ble National Company Law Tribunal,
Indore Bench at Ahmedabad, of the scheme of merger of Shree Tirupati Balajee
Agro Trading Company Private Limited (transferee company) with 8 (eight)
transferor Companies and consequently increasing the Authorised Share
Capital of Transferee Company increased to Rs. 6,67,25,000 (Rupees Six Crore
Sixty-Seven Lakh Twenty-Five Thousand) Compromising of 66,72,500 (Sixty-
Six Lakh Seventy-Two Thousand Five Hundred) Equity Share of Rupees 10/-
(Ten) Each.

September 4, 2021 Clause III A (1) of Memorandum of Association was amended to add in its
object to carry on business of “FIBC (Flexible Intermediate Bulk Containers)
and Technical textiles”. The clause III A (1) is read as follows:

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 To carry on the business of manufactures, producers, processors, makers,
inventors, convertors, importers, exporters, traders, buyers, sellers, retailers,
wholesalers, suppliers, indenters, packers, movers, preservers, stockiest, agents
, sub-agents, merchants, Distributors, consignors, Jobbers, brokers,
concessionaries in all kind of plastic woven stocks, Polyethylene lined gunny
bags, lineliums, Plastic bags, thermoplastics, polypropylence and PVC
Products, Plastic Polyethylene, Bags, Goods, FIBC (Flexible Intermediate Bulk
Containers) and Technical textiles and any plastic article made from them and
made out of compounds, intermediates, derivatives and by-products of plastics.

August 7, 2023 Clause V of the Memorandum of Association was amended by increasing the
authorized share capital of the Company from Rs. 6,67,25,000 (Rupees Six
Crore Sixty-Seven Lakh Twenty-Five Thousand) compromising of 66,72,500
(Sixty-Six Lakh Seventy-Two Thousand Five Hundred) Equity Share of
Rupees 10/- (Ten) each to Rs. 80,00,00,000/- (Rupees Eighty Crore) divided
into 8,00,00,000 (Eight Crore) Equity shares of Rs. 10/- (Rupees Ten).
November 20, 2023 Clause I of the Memorandum of Association was amended by changing name
of company from Shree Tirupati Balajee Agro Trading Company Private
Limited to Shree Tirupati Balajee Agro Trading Company Limited.
March 06, 2024 Clause V of the Memorandum of Association was amended by increasing the
authorized share capital of the Company from Rs. 80,00,00,000/- (Rupees
Eighty Crore) compromising of 8,00,00,000 (Eight Crore) Equity Shares of
Rupees 10/- (Ten) each to Rs. 84,00,00,000/- (Rupees Eighty Four Crore)
divided into 8,40,00,000 (Eight Crore Fourty Lakh) Equity shares of Rs. 10/-
(Rupees Ten).

Major events and milestones

The table below sets forth some of the major events in the history of our Company:

Calendar Year Details

2001 Incorporation of Shree Tirupati Balajee Agro Trading Company Private Limited.
2001 Commencement of production of specialized PP woven bags
2006 Commencement of manufacturing of FIBC and Export Business
2017 Installed Production Capacity for Plant situated at Plot No.192, Sector-01, Pithampur,
Dist. Dhar MP has been increased from 1,440 MT (PA) in 2002 to 20,000 MT (PA) in
2017.
2017 Listing of our subsidiary Shree Tirupati Balajee FIBC Limited on National Stock
Exchange of India Limited in Emerge Platform.
Granted 1 (one) patent and 2 (two) are pending for grant owing to our Research and
2019 Development (R&D).
2020 Merger with 8 (eight) Companies pursuant to order dated November 3, 2020 of the
Hon’ble National Company Law Tribunal, Indore Bench at Ahmedabad.
2021 Installed Production Capacity for Plant situated at Plot No.640, Sector-03, Pithampur,
Dist. Dhar MP has been increased from 4,000 MT (PA) in 2010 to 8,000 MT (PA) in
2021.
2021 For captive consumption got Solar capacity as big as 2MW.
2023 Conversion from Private Limited Company to Public Limited Company

d. Significant financial or strategic partnerships

Our Company does not have any significant financial and strategic partners as on the date of this Red Herring
Prospectus.

e. Time/cost overrun

Our Company has not implemented any projects and has therefore not experienced any instances of time/ cost overrun
inthe setting up of any projects.

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f. Capacity/ facility creation, location of plant

For details regarding capacity/facility creation and location of plants of our Company and its Subsidiary, see “Our
Business” beginning on page 179.

g. Launch of key products or services, entry in new geographies or exit from existing markets

Our Company is a manufacturer and supplier of PP products in the Indian domestic market and one of the exporters
of PP woven sacks (laminated and unlaminated), various categories of FIBC bags namely technical bags, container
liners, food grade bags, platen bags and builder bags. For further details of launch of these key products or services
by our Company, entry in new geographies or exit from existing markets to the extent applicable, see “Our Business”
on page 179.

h. Defaults or rescheduling/restructuring of borrowings with financial institutions/banks

There are no defaults or rescheduling/restructuring of borrowings with financial institutions or banks in relation to
our Company.

i. Details regarding material acquisition or divestments of business/ undertakings, mergers, amalgamation, any
revaluation of assets, etc. in the last ten years

Due to Merger and Amalgamation of Companies namely Agrolin Tarpoline Private Limited, Anant Textiles Private
Limited, Crazy Dealcom Private Limited, Haste Vintrade Private Limited, Nageshwar Vinimay Private Limited,
Anant Trexim Private Limited, Suhana Tradelinks Private Limited, Vinita Software Private Limited (Transferor
companies) and Shree Tirupati Balajee Agro Trading Company Pvt. Ltd. (Transferee Company), pursuant to order
dated November 3, 2020 of the hon’ble National Company Law Tribunal, Indore Bench at Ahmedabad, Honourable
Packaging Private Limited (HPPL) and Jagannath Plastics Private Limited (JPPL) become subsidiaries of the
company and cross shareholding between:-

i) HPPL and the Company, 2,15,000 equity shares of Rs. 10/- each stand cancelled as per the scheme.
ii) JPPL and the Company, 4,55,106 equity shares of Rs. 10/- each stand cancelled as per the scheme.

Consequent to such reduction (due to cross shareholding), 6,70,106 equity shares aggregating to 67,01,060/- held by
HPPL and JPPL in the transferee company was stand cancelled as on the effective date.

Our Company has issued 10,39,916 equity shares of Rs. 10/- each, fully paid-up, of the company to the ultimate
individual shareholders of the Transferor Companies whose names registered in the register of members on the record
date, in the ratio of 1 (one) fully paid-up equity shares of Rs. 10/- each to the ultimate individual shareholder of the
Transferor Companies for every 1 (one) fully paid-up equity shares of Rs. 10 held by any of the Transferor
Companies in the Transferee Company. On the other hand, the equity shares of the Transferee Company held by the
Transferor Companies stands cancelled. The ultimate individual shareholders of the transferor Companies continue
to remain the ultimate beneficial owners of Trasferee Company in the same ratio (inter-se) as they held shares prior
to the merger and that the interest of other shareholders in Transferee Company remains unaffected.

List of allottees:

Sr. No Name of Allottee Number of equity shares

1. Binod Kumar Agarwal 7,79,937
2. Sakul Grover 2,59,979

j. Shareholders’ agreement and other agreements

Our Company has not entered into any shareholders’ agreements and other agreements, other than the agreements
entered into by it in ordinary course of its business as on the date of this Red Herring Prospectus. There are no inter-
se agreements/ arrangements between the shareholders of our Company. Further, there are no inter se agreements/
arrangements and clauses/ covenants which are material and which need to be disclosed and that there are no other
clauses/ covenants which are adverse/ pre-judicial to the interest of the minority/ public shareholders. Further, there
are no agreements, deed of assignments, acquisition agreements, shareholders agreements, inter-se agreements, and
agreements of like nature.

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 k. Agreements by Key Managerial Personnel, Senior Management, Director, Promoter or any other employee
of the Company

There are no agreements entered into by a Key Managerial Personnel or Senior Management Personnel or Directoror
Promoter or any other employee of our Company, either by themselves or on behalf of any other person, with any
shareholder or any other third party with regard to compensation or profit sharing in connection with dealings in the
securities of our Company.

l. Details of guarantees given to third parties by our Promoter participating in the Offer for Sale

As on the date of this Red Herring Prospectus, Binod Kumar Agarwal, our Selling Shareholder, has issued guarantees
to third parties as set forth in “Financial Indebtedness” beginning from page no. 358.

(a) Details regarding our Subsidiaries

Unless stated otherwise, the details in relation to our Subsidiaries, provided below, are as on the date of this Red
Herring Prospectus:

1. Shree Tirupati Balajee FIBC Limited (“STBFL”)

Corporate Information

STBFL was incorporated as a private limited company under the Companies Act, 1956 pursuant to a certificate of
incorporation dated October 21, 2009 issued by the Registrar of Companies, Gwalior. Later, the company changed
its name to Shree Tirupati Balajee FIBC Limited pursuant to its conversion into a public limited company and a fresh
certificate of incorporation dated June 09, 2017 was issued. Further, the company listed its securities on the stock
exchange. Its corporate identification number is L25202MP2009PLC022526. Its registered office is situated at Plot
No. A.P.-14 (Apparel Park), SEZ Phase-II, Industrial Area, Pithampur-454 774, Madhya Pradesh, India.

Nature of Business

STBFL is authorized to carry on the business of producers, manufacture, by sell, export, import, process, convert,
laminate reprocess or otherwise deal in FIBCs (Flexible Intermediate Bulk Containers)/ Jumbo Bags, all kind of
plastic woven sacks, polyethylene line gunny bags, yarn, laminating materials, resins, wax, any plastic items.

Capital Structure

The capital structure of STBFL as on the date of this Red Herring Prospectus is as follows:

Particulars No. of equity shares of face

value of ₹10 each
Authorised equity share capital of ₹ 11,00,00,000 1,10,00,000
Issued, subscribed and paid-up equity share capital of ₹ 1,01,30,040
10,13,00,400

Shareholding pattern

The shareholding pattern of STBFL as on the date of this Red Herring Prospectus is as follows:

Percentage of total
No. of equity shares of
S. No. Name of the Shareholder equity share capital
face value ₹ 10 each
(%)
1 Binod Kumar Agarwal 2,41,504 2.38
Shree Tirupati Balajee Agro
2 52,81,536 52.14
Trading Company Limited
3 Jagannath Plastics Private Limited 9,45,000 9.33

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 Percentage of total
No. of equity shares of
S. No. Name of the Shareholder equity share capital
face value ₹ 10 each
(%)
4 Public 36,62,000 36.15
Total 1,01,30,040 100

2. Honourable Packaging Private Limited (“HPPL”)

Corporate Information

HPPL was incorporated as a private limited company under the Companies Act, 1956 pursuant to a certificate of
incorporation dated February 11, 2010 issued by the Registrar of Companies, Gwalior. Its corporate identification
number is U25202MP2010PTC023075. Its registered office is situated at Plot No. 640-A, Sector -3, Industrial Area,
Dhar, Pithampur – 454775, Madhya Pradesh, India.

Nature of Business

HPPL is authorized to carry on the business of manufactures, importers, exporters, dealers, processors, stockists,
agents, contractors, distributors, buyers or sellers of packages, containers, bottles, cans, drums, tins, jars, bags, boxes,
roll, cartons, cones, core, wrappers, tap, films, hollow, wares, pouches, sheets and other packaging material made of
paper, card board, corrugated sheets, cloth, leather, jute plywood, metals, plastic, PVC, HDPE, LLDP, FIBC
(Flexible Intermediate Bulk Containers), Technical textiles or other synthetics, fibers, granules or natural products.
Further, it also carries on the business of manufactures, importers, exporters in dealers in all kinds and board, paper,
corrugated board, paper & craft paper. It also runs and promotes skill development and vocational training programs
and also do all such act to attain the main object.

Capital Structure

The capital structure of HPPL as on the date of this Red Herring Prospectus is as follows:

Particulars No. of equity shares of face

value of ₹10 each
Authorised equity share capital of ₹30,00,000 3,00,000
Issued, subscribed and paid-up equity share capital of ₹ 19,80,000 1,98,000

Shareholding pattern

The shareholding pattern of HPPL as on the date of this Red Herring Prospectus is as follows:

No. of equity shares of Percentage of

S. face value ₹ 10 each total equity
Name of the Shareholder share capital
No.
(%)
Shree Tirupati Balajee Agro Trading
1 1,93,500 97.73
Company Limited
2 Jagannath Plastics Private Limited 4,500 2.27
Total 1,98,000 100.00

3. Jagannath Plastics Private Limited (“JPPL”)

Corporate Information

JPPL was incorporated as a private limited company under the Companies Act, 1956 pursuant to a certificate of
incorporation dated March 26, 2004 issued by the Registrar of Companies, Gwalior. Its corporate identification
number is U25199MP2004PTC016499. Its registered office is situated at Plot No. 640-B, Sector -3, Dhar, Pithampur
– 454 775, Madhya Pradesh, India.

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Nature of Business

JPPL is authorized to carry on in India or elsewhere the business to manufacture, produce, process, design, develop,
mould, remould, blow, extrude, draw, fabricate, supply, import, export, buy, sell, turn to account and to act as agent,
broker, consultants, collaborator, consignor, job worker, export house or otherwise to deal in all shapes, sizes,
varieties, colours, modalities, specifications, descriptions & applications of substitutes, households, kitchenware,
sanity ware, toys, ropes, gift articles, building materials, cutleries, tailoring materials, writing materials,
monofilaments, pipes, furniture, baggage, hardware, sheets, films, laminations, etc. used in industries, trade,
commerce, utilities, hospitals, transports, aviation, defense, entertainments, hotels, houses, stores, agriculture,
packaging, electrical & electronics and other allied fields whether made of plastics, plastic scrap, HPE, PVC, LDPE,
LLDPE, FIBC (Flexible Intermediate Bulk Containers), polymers, co-polymers, monomers, elastomers, resins,
polyesters, Technical textiles and other allied materials with or without combinations of other ferrous or non-ferrous
materials and to do all incidental acts and things necessary for the attainment of above objects. Also, to run and
promote skill development and vocational training program and also do all such acts to attain the main object.

Capital Structure

The capital structure of JPPL as on the date of this Red Herring Prospectus is as follows:

Particulars No. of equity shares of face value of ₹10 each

Authorised equity share capital of ₹2,50,00,000 25,00,000
Issued, subscribed and paid-up equity share capital of ₹ 6,65,685
66,56,850

Shareholding pattern

The shareholding pattern of JPPL as on the date of this Red Herring Prospectus is as follows:

Percentage of total
No. of equity shares of
S. No. Name of the Shareholder equity share capital
face value ₹ 10 each
(%)
Shree Tirupati Balajee Agro Trading
1 6,64,685 99.85%
Company Limited
2 Binod Kumar Agarwal 1,000 0.15%
Total 6,65,685 100%

Other details regarding our Subsidiaries

Accumulated profits or losses of our Subsidiaries

As on the date of this Red Herring Prospectus, there are no accumulated profits or losses of any of our Subsidiaries
that are not accounted for, by our Company. Details of all accumulated profit and loss are stated in the Restated
Consolidated Financial Statements.

Common Pursuits

All of our Subsidiaries may engage in business activities similar to that of our Company in future. Our Subsidiaries
have been incorporated/acquired to undertake various projects in line with our business strategies. Our Company
will adopt the necessary procedures and practices as permitted by law to address any conflict situation as and when
they arise. For details of related business transactions between our Company and our Subsidiaries, see “Related Party
Transactions” on page 341.

Business interest between our Company and our Subsidiaries

Except in the ordinary course of business and as stated in “Our Business” and “Related Party Transactions” on pages
179 and 341, respectively, none of our Subsidiaries have any business interest in our Company.

229
Other confirmations

Except Shree Tirupati Balajee FIBC Limited, none of our Subsidiaries have listed their securities of on any stock
exchange in India or abroad. Further, neither have any of the securities of Subsidiaries been refused listing by any
stock exchange, nor have our Subsidiaries failed to meet the listing requirements of any stock exchange in India or
abroad.

Our Holding Company

As of the date of this Red Herring Prospectus, our Company does not have any holding company.

Joint Venture

As of the date of this Red Herring Prospectus, our Company does not have any joint ventures.

230
 OUR MANAGEMENT

The Articles of Association require that our Board shall comprise of not less than three Directors and not more than
fifteen Directors, provided that our Shareholders may appoint more than fifteen Directors after passing a special
resolution in a general meeting.

As on the date of filing this Red Herring Prospectus, our Board comprises six (6) Directors, of whom one (1) is the
Managing Director, one (1) Executive Director, one (1) Non-Executive Director and three (3) are Independent
Directors including one (1) independent woman director. The Chairman of the Board is subject to unanimous
approval at the respective Board Meetings. Our Company is in compliance with the corporate governance laws
prescribed under the SEBI Listing Regulations and the Companies Act, 2013 in relation to the composition of our
Board and the constitution of committees thereof.

(a) Board of Directors

The following table sets forth the details of our Board as on the date of filing of this Red Herring Prospectus with
SEBI:

Name, Designation, Address, Age (in

Sr. Occupation, Nationality, Term and years) Other Directorships
No. DIN
1. Name: Binod Kumar Agarwal 60 Public Limited Company

Date of birth: February 04, 1964 1. Shree Tirupati Balajee FIBC Limited

Designation: Chairman and Managing Private Limited Company

Director 1. Honourable Packaging Private Limited
2. Jagannath Plastics Private Limited
Address: 203, Samyak Apartment, 16/3, 3. STB International Private Limited
Old Palasia, Indore-452010 Madhya 4. BKK Polyproducts Private Limited
Pradesh 5. STB Industrial Development Cluster
Association
Occupation: Business 6. Mass Industrial Development Cluster
Association.
Nationality: Indian
Foreign Companies
DIN:00322536
Nil
Current Term: For a period of 5 years
with effect from December 14, 2023 to
December 13, 2028

Period of directorship: Since October

29, 2001

2. Name: Ranjan Kumar Mohapatra 55 Public Limited Company

Date of Birth: June 05, 1969 1. Shree Tirupati Balajee FIBC Limited

Designation: Non-Executive Director Private Limited Company

Address: 533, Suniket Apartment,
1. Honourable Packaging Private Limited
Shrinagar Extension Khajrana Main
2. Jagannath Plastics Private Limited
Road, Indore 452016, Madhya Pradesh
3. STB Industrial Development Cluster
Association
Occupation: Service
4. Mass Industrial Development Cluster
Association
Nationality: Indian
5. Skillverse Development Cluster

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 DIN: 02267845 Association

Current Term: Liable to retire by Foreign Companies

rotation
Nil
Period of directorship: Since September
03, 2021

3. Name: Anubha Mishra 39 Public Limited Company

Date of Birth: June 28, 1985 Nil

Designation: Executive Director Private Limited Company

Address: D 601, Green Valley Appt,
Kanadiya Road, Indore Kanadia Road, Nil
Indore-452016, Madhya Pradesh, India.

Occupation: Service Foreign Companies

Nationality: Indian Nil

DIN: 10394874

Current Term: Liable to retire by

rotation

Period of directorship: Since November

18, 2023

4. Name: Palash Jain 29 Public Limited Company

Date of Birth: August 12, 1994 Nil

Designation: Independent Director Private Limited Company

Address: Ward No 10, Mandi Road,
Khaniadhana, Shivpuri, Madhya Pradesh, Nil
473990

Occupation: Professional Foreign Companies

Nationality: Indian Nil

DIN: 08058555

Current Term: For a period of 5 years

with effect from November 22, 2023 to
November 21, 2028

Period of directorship: Since

November 22, 2023

5. Name: Amit Bajaj 35 Public Limited Company

Date of Birth: March 12, 1989 1. Corporate Merchant Bankers

Limited
Designation: Independent Director

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 2. Nimstech Industries Limited
Address: A-318 Singapore West, Near 3. Bombay Talkies Limited
Fagun Restaurant, Kailod Hala, Indore – 4. Spright Agro Limited
452010, Madhya Pradesh, India. 5. Indra Industries Limited
6. Kaizen Agro Infrabuild Limited
Occupation: Professional

Nationality: Indian Private Limited Company

DIN: 10122918 Nil

Current Term: For a period of 5 years Foreign Companies

with effect from November 22, 2023 to
November 21, 2028 Nil

Period of directorship: November 22,

2023

6. Name: Ruchi Joshi Meratia 38 Public Limited Company

Date of Birth: July 27, 1986 1. Ruchi Infrastructure Limited.

Designation: Independent Director Private Limited Company

Address: 474, Scheme No. 114, Part-II,
Vijay Nagar Indore – 452010, Madhya 1. Ruchi Renewable Energy Private
Pradesh, India Limited.
2. Peninsular Tankers Private Limited.
Occupation: Professional
Foreign Companies
Nationality: Indian
Nil
DIN: 07406575

Current Term: For a period of 5 years

with effect from November 22, 2023 to
November 21, 2028

Period of directorship: November 22,

2023

(b) Brief profile of our Directors:

i. Binod Kumar Agarwal
Binod Kumar Agarwal, aged 60 years, is the founder of our Company and successfully guiding our operations for
the past 23 years. He is the Chairman and Managing Director of our Company. He holds a bachelor’s degree in
science (Engineering) in the branch of chemical from Regional Engineering College, Rourkela. He has an experience
of more than 36 years in packaging business. Apart from being the founding Promoter and Executive Director of our
Company he is also a member of the Board of some of our Subsidiary and Group Companies. He is the guiding force
behind all the corporate decisions and is responsible for the entire business operations of the Company along with
the team of experienced and qualified professionals from various disciplines.

ii. Ranjan Kumar Mohapatra

Ranjan Kumar Mohapatra, aged 55 years, has been appointed as the Non-Executive and Non-Independent Director
of our Company w.e.f. September 03, 2021. He holds a bachelor’s degree from Utkal University. He has also

233
 completed his Post Graduate Diploma in Plastics Testing & Conversion Technology from Central Institute of Plastics
Engineering & Technology. He is responsible for the entire operations of the manufacturing plant of the Company
since incorporation. He is an engineer with over 22 years of experience in product development and design, known
for his innovative approaches. Apart from being the Non-Executive Director of our Company he is also a member
of the Board of some of our Subsidiary and Group Companies. Mr. Ranjan Kumar Mohapatra has been associated
with Shree Tirupati Balajee Agro Trading Company Limited as an employee from April 2002. In June 2017, Mr.
Ranjan Kumar Mohapatra was appointed as an Executive Director in Shree Tirupati Balajee FIBC Limited.
Therefore, he ceases to continue as a General Manager of Shree Tirupati Balajee Agro Trading Company Limited
but considering the knowledge and varied experience of Mr. Ranjan Kumar Mohapatra in managing the operations
of manufacturing plant and as a group Team leader, he remains associated and continue to manage the operations of
manufacturing plant of Shree Tirupati Balajee Agro Trading Company Limited. Later, the Board of Directors of
Shree Tirupati Balajee Agro Trading Company Limited also decided to appoint him as a Non- Executive Director
w.e.f. September 03, 2021. He is also capable of solving design challenges, establishing product specifications and
leading a team. He looks to reducing the impact of plastics on the environment and creating sustainable solutions to
the Company. He has conducted inspections for compliance with quality and safety standards, improving process
stability and overall product quality.

iii. Anubha Mishra

Anubha Mishra, aged 39 years, has been appointed as the Executive Director of our Company w.e.f November 18,
2023. However, she has been associated with our company for more than a decade. She holds a Master of Business
Administration (Foreign Trade) from Devi Ahilya Vishwavidyalaya (DAVV), Indore. She is responsible for
identifying opportunities to reach new market segments and expand market share and has an experience of 12 years.
Mrs. Anubha Mishra has been associated with Shree Tirupati Balajee Agro Trading Company Limited as an
employee since April 2014. Later, considering Mrs. Anubha Mishra's experience in international marketing, the
Board of Directors decided to appoint her as an Executive Director of Shree Tirupati Balajee Agro Trading Company
Limited with effect from November 18, 2023. This academic qualification aligns well with her role as Executive
Director, particularly in a globalized business environment where understanding foreign markets and trade
regulations is crucial. She possesses the requisite skills and knowledge to manage the affairs of the Company with
the ability to set and prioritize goals. Her skill is essential for driving strategic initiatives, aligning resources, and
ensuring that the company's efforts are directed towards achieving its overarching objectives. Her strategic vision
and goal-oriented approach will play a pivotal role in guiding the Company in its expansion efforts and sustaining
competitive edge in the marketplace.

iv. Palash Jain

Palash Jain, aged 29 years is appointed as an Independent director. He has done his graduation in B. Com and is a
Practicing Company Secretary with 5 years of experience. He has played a crucial role in managing compliances of
corporate affairs, SEBI, legal affairs, FEMA, RBI, & LLP matters. He has been actively involved in company
formation, restructuring processes, Trademark, Intellectual property Rights, GST, Income Tax, Insurance Law and
providing valuable insights on legal and regulatory requirements as provided in various Acts. Further, he has handled
and resolved securities, financial management, and taxation planning issues and has contributed to the development
and implementation of corporate governance policies and procedures, fostering transparency, accountability, and
ethical practices within organizations. His appointment heralds a new era of governance excellence for the company,
characterized by his profound expertise, strategic foresight, and unwavering commitment to ethical business
practices.

v. Amit Bajaj
Amit Bajaj, aged 35 years is appointed as an Independent director. He has done his graduation in B. Com from
University of Kota, and is a Company Secretary with 5 years of experience. He provides advice in the financial
sector. He has expertise in corporate governance, compliance management, and company law and is financially
literate. He has been actively involved in company formation and restructuring processes, providing valuable insights
on legal and regulatory requirements. Further, he has assisted in developing financial management processes and
methodologies to control the financial, administrative and accounting areas of the company and has conducted
financial analysis to provide insights and recommendations to senior management. He has contributed to the
development and implementation of corporate governance policies and procedures, fostering transparency,
accountability, and ethical practices within organizations. His appointment represents a strategic move by the

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 company to leverage his multifaceted expertise and experience in steering the organization towards its strategic
objectives. His contributions are poised to enhance governance standards, fortify compliance mechanisms, and drive
sustainable value creation for all stakeholders.

vi. Ruchi Joshi Meratia

Ruchi Joshi Meratia, aged 38 years is appointed as an Independent director. She is a Company secretary at Indore
with more than a decade of work experience of providing professional services in the field of corporate and secretarial
management. She was previously working at Ruchi Group of Industries, Jics Logistics Limited and Enter 10
Television Pvt. Limited as a Whole Time Company Secretary and Company Secretary and Legal Head respectively.
She has served as a Chairperson for the Institute of Company Secretaries of India, Indore Chapter and has been a
regular speaker of various events at ICSI. She is also registered as an Independent Director in the Data Bank
maintained by the Indian Institute of Corporate Affairs, Ministry of Corporate Affairs. Her appointment represents
a strategic move by the company to leverage her extensive experience, leadership acumen, and commitment to
professional excellence. Her contributions are poised to enhance governance standards, fortify compliance
mechanisms, and drive sustainable value creation for all stakeholders.

(c) Details regarding directorships of our Directors in listed companies

None of our Directors is or was a director of any company listed on any stock exchange, whose shares have been or
were suspended from being traded during the five years preceding the date of this Red Herring Prospectus, during
the term of his/her directorship in such company.
None of our Directors is or was a director of any listed company, which has been or was delisted from any stock
exchange, during the term of his/her directorship in such company.

(d) Confirmations

No consideration, either in cash or shares or in any other form have been paid or agreed to be paid to any of our
Directors or to the firms, trusts or companies in which they have an interest in, by any person, either to induce any
of our Directors to become or to help any of them qualify as a director, or otherwise for services rendered by them
or by the firm, trust or company in which they are interested, in connection with the promotion or formation of our
Company.

Our Independent Directors are not related in any manner directly/indirectly or to any relatives of the
promoter/Promoter group/director/KMP of the Company/subsidiary/joint venture/associates.

None of our Directors have been declared a fugitive economic offender in accordance with the Fugitive Economic
Offenders Act, 2018.
Neither our Company nor its Promoter, its Directors or members of the Promoter Group have been declared as
“Wilful Defaulter or Fraudulent Borrowers” by the lending banks or financial institutions or consortium, in terms
of RBI master circular dated July 01, 2016.

(e) Arrangement or understanding with major shareholders, customers, suppliers or others

None of our Directors or member of senior management have been nominated, appointed or selected pursuant to any
arrangement or understandingwith our major shareholders, customers, suppliers or others.

(f) Service contracts with Directors

Our Company has not entered into any service contracts with any Director, which provide for benefits upon
termination of employment.

(g) Terms of appointment of Executive Directors

1. Binod Kumar Agarwal, Managing Director

Binod Kumar Agarwal is the Managing Director and Promoter of our Company. Our shareholders in their meeting

235
 held on December 19, 2023 approved the re-appointment of Binod Kumar Agarwal as the Managing Director of our
Company, for a period of 5 years with effect from December 14, 2023 till December 13, 2028. The following table
sets forth the terms of appointment:

Sr. Category Remuneration (in ₹ lakhs)

No.
Annual Remuneration (inclusive of all perquisites, bonus
1. 120
and allowances)

i. The Managing Director shall be entitled to participate in, gratuity fund or such other schemes for the employees,
which the company may establish from time to time.
ii. Reimbursement of expenses incurred by him on account of business of the Company in accordance with the
Company policy.
iii. Reimbursement of any other expenses properly incurred by him in accordance with the rules and policies of the
Company.

In Fiscal 2024, Binod Kumar Agarwal received aggregate remuneration of ₹ 120 lakhs inclusive of all perquisites.

2. Anubha Mishra, Director

Our Board of Directors in its meeting held on November 18, 2023 and our Shareholders in their extraordinary general
meeting held on November 20, 2023 approved the appointment of Anubha Mishra as an Executive Director of our
Company, liable to retire by rotation. The following table sets forth the terms of appointment:

Sr. No. Category Remuneration (in ₹

lakhs)
1. Annual Remuneration as a director (inclusive of all perquisites, 10.6
bonus and allowances)

i. The Director shall be entitled to participate in, gratuity fund or such other schemes for the employees, which the
company may establish from time to time.
ii. Reimbursement of expenses incurred by him on account of business of the Company in accordance with the
Company policy.
iii. Reimbursement of any other expenses properly incurred by him in accordance with the rules and policies of the
Company.

Terms of appointment of Non-Executive Directors (Non-Independent)

Our Non-Executive Director, namely Ranjan Kumar Mohapatra, does not draw any remuneration and sitting fees
from our Company.

Terms of appointment of Non-Executive and Independent Directors

Our Non-Executive and Independent Directors namely Palash Jain, Amit Bajaj and Ruchi Joshi Meratia are entitled
to receive sitting fees of ₹0.04 lakh per meeting for attending meetings of the Board, and for attending per meeting
of committees of the Board, within the limits prescribed under the Companies Act, 2013.

Payments or benefits to Directors

Our Company has entered into contract appointing or fixing the remuneration of all the Directors stated above on
terms and conditions as stated above in the two years preceding the date of this Red Herring Prospectus.

In Fiscal 2024, our Company has not paid any compensation or granted any benefit on an individual basis to any of
our Directors (including contingent or deferred compensation) other than the remuneration paid to them for such
period.

Remuneration paid by our Subsidiaries

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Except Ranjan Kumar Mohapatra, none of our Directors have received or were entitled to receive any remuneration,
sitting fees or commission from any of our Subsidiaries in Fiscal 2024.

Loans to Directors

Except as set forth in “Related Party Transaction” beginning on page 341 no loans have been availed by our
Directors from our Company.

Contingent and deferred compensation payable to the Directors

As on the date of this Red Herring Prospectus, there is no contingent or deferred compensation payable to the
Directors, which does not form part of their remuneration. Our Company and its Subsidiaries have not paid any
contingent or deferred compensation accrued for Fiscal 2024.

Bonus or profit-sharing plan for our Directors

Our Company does not have any performance-linked bonus or a profit-sharing plan in which our Directors have
participated.

Shareholding of Directors in our Company

Our Articles of Association do not require our Directors to hold qualification shares.

Except as disclosed below, as on the date of this Red Herring Prospectus, none of our Directors, hold any Equity
Shares in our Company:

% of Pre-Offer Equity Share

Sr. No.
Name of the Director No. of Equity Shares Capital
1. Binod Kumar Agarwal 5,90,57,490 88.382
2. Ranjan Kumar Mohapatra
510 0.001

For further details, see the section titled “Capital Structure” on page 92.

Borrowing Powers
In accordance with our Articles of Association and subject to the provisions of the Companies Act, 2013, and
pursuant to a resolution of the Shareholders of our Company passed in their annual general meeting held on December
31, 2020, our Board is authorized to borrow such sums of money from time to time, with or without security, on such
terms and conditions as it may consider fit notwithstanding that the amount to be borrowed together with the amount
already borrowed by our Company (apart from temporary loans obtained from our Company’s bankers in the
ordinary course of business) exceeds the aggregate of the paid up capital and free reserves of our Company provided
that the total amount borrowed by the Board and outstanding at any point of time shall not exceed ₹ 60000 lakhs.

Interest of Directors

All Directors may be deemed to be interested to the extent of fees, if any, payable to them for attending meetings of
the Board or a committee thereof, as well as reimbursement of expenses payable to them, if any and the remuneration
payable to such Directors as decided by the Board from time to time. Our Executive Directors are interested to the
extent of remuneration, payable to them for services rendered as an officer or employee of our Company. Our Non-
Executive and Independent Directors are interested to the extent of the sitting fees.

Our Directors, may also be regarded as interested in Equity Shares held by them, if any, or that may be subscribed by
and allotted to their relatives, or the entities with which they are associated as promoter, directors, partners,
proprietors or trustees or to the companies, firms and trust, in which they are interested as directors, promoter,
members, partners and trustees, pursuant to the Offer and to the extent of any dividend payable to them and other
distributions in respect of the Equity Shares.

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 There is no material existing or anticipated transaction whereby our Directors will receive any proceeds from the Fresh
Issue.
Interest of Directors in the promotion and formation of our Company

As on the date of this Red Herring Prospectus, except for Binod Kumar Agarwal, who is also the Promoter of the
Company, none of our other Directors are interested in the promotion of our Company. For further details, see“Our
Promoter and Promoter Group” on page 249.

Interest in property

Except as disclosed below, none of our Directors have any interest in any property acquired or proposed to be acquired
by or of our Company.

1. Our Company had acquired property for commercial use only Flat No. 418,419, 420 and 421, “RAFAEL TOWER”
fourth floor Municipal House No.8/2 Old Palasia, Ward No.43, Indore-452 001, Madhya Pradesh having super built-
up area 1688 sq. ft. from joint owner Binod Kumar Agarwal and Sunita Agrawal, wife of Promoter, through sale
deed registered on August 4, 2021, for an amount of Rs.43,75,000/- (Rupees Forty three lakhs seventy five thousand
only).

2. Our Company had acquired property for commercial use only Flat No. 321, “RAFAEL TOWER” third floor
Municipal House No.8/2 Old Palasia, Ward No.43, Indore-452 001, Madhya Pradesh having super built-up area of
450 sq. ft. from Sunita Agrawal, wife of Promoter, through sale deed registered on August 4, 2021, for an amount of
Rs. 13,56,000/- (Rupees Thirteen lakhs fifty-six thousand only).

3. Our Company had acquired property for residential use only Flat No. 203, “Samyak Tower” second floor constructed
on Plot No.16/3 situated in Ward No.43, Indore-452 001, Madhya Pradesh having super built-up area of 1400 sq. ft
from Sunita Agrawal, wife of Promoter, through sale deed registered on August 4, 2021, for an amount of Rs.
38,52,000/- (Rupees Thirty-eight lakhs fifty-two thousand only).

Except as disclosed below, our Promoter does not have any direct or indirect interest in the properties that our
Company has taken on rent:

Our Company has entered into a rent agreement dated with Anant Agrawal, son of the Promoter, pursuant to which
Anant Agrawal has rented out property E-34, HIG, Ravi Shankar Nagar, Near LIG square, First and Second Floor,
Indore 452 010, Madhya Pradesh to the Company for office purpose for a period of 11 months beginning from March
1, 2024, for a monthly rent amounting to Rs.2,66,600/- (Rupees Two-lakhs sixty six thousand and six hundred only)
exclusive of GST.

Additionally, Mr. Anant Agarwal leases properties E-34, HIG, Ravi Shankar Nagar, Near LIG square, Third Floor,
Indore 452 010, Madhya Pradesh and E-34, HIG, Ravi Shankar Nagar, Near LIG square, Ground Floor, Indore 452
010, Madhya Pradesh to other entities, namely Jagannath Plastics Private Limited (Subsidiary) and Honourable
Packaging Private Limited (Subsidiary) respectively, each at Rs. 1,41,600 per month (exclusive of GST) for the
financial year 2024-2025.

None of our Directors have any interest in any transaction by our Company for acquisition of land, construction of
buildings or supply of machinery.
Business interest

Except as stated in “Related Party Transactions” beginning on page 341 and as disclosed in this section, our
Directors do not have any other interest in our business.

Changes to the Board in the last three years

The changes in the Board in the last three years immediately preceding the date of this Red Herring Prospectus are
as follows:

238
 Name Date of change/Date of Appointment Reason for change
Binod Kumar Agarwal December 14, 2023 Re-appointment
Rishika Singhai November 22,2023 Appointment
Nimisha Agrawal November 22,2023 Appointment
Amit Bajaj November 22,2023 Appointment
Palash Jain November 22,2023 Appointment
Ruchi Joshi Meratia November 22,2023 Appointment
Anubha Mishra November 18,2023 Appointment
Sakul Grover September 2, 2023 Resignation
Ranjan Kumar Mohapatra September 3, 2021 Appointment

Corporate Governance

The provisions of the Companies Act, 2013 and the SEBI Listing Regulations, with respect to corporate governance,
will be applicable to our Company immediately upon the listing of the Equity Shares on the Stock Exchanges. Our
Company is in compliance with the corporate governance laws prescribed under the Companies Act, 2013 and the
SEBI Listing Regulations, in relation to the composition of our Board and constitution of the committees thereof.

As on the date of filing this Red Herring Prospectus, our Board comprises of six (6) Directors, of whom three (3)
directors are Independent Directors.

Committees of our Board of Directors

In terms of the SEBI Listing Regulations and the provisions of the Companies Act, 2013, our Company has
constituted the following committees:

(i) Audit Committee;

(ii) Nomination and Remuneration Committee;
(iii) Stakeholder’s Relationship Committee; and
(iv) Corporate Social Responsibility Committee.

Audit Committee
The Audit Committee was constituted by a meeting of the Board held on November 22, 2023. The current constitution
of the Audit Committee is as follows:

Name of the Director Status Nature of Directorship

Amit Bajaj Independent Director Chairman
Palash Jain Independent Director Member
Ruchi Joshi Meratia Independent Director Member

The Company Secretary of our Company serves as the secretary of the Audit Committee. The scope and functions
of the Audit Committee are in accordance with Section 177 of the Companies Act and Regulation 18 of the SEBI
Listing Regulations. The terms of reference of the Audit Committee are as follows:

The Audit Committee shall be responsible for, among other things, from time to time, the following:

A. Powers of Audit Committee

The Audit Committee shall have powers, including the following:

1. to investigate any activity within its terms of reference;
2. to seek information from any employee of the Company;
3. to obtain outside legal or other professional advice;
4. management discussion and analysis of financial condition and results of operations;
5. to secure attendance of outsiders with relevant expertise, if it considers necessary; and
6. such other powers as may be prescribed under the Companies Act and SEBI Listing Regulations.

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 B. Role of Audit Committee

The role of the Audit Committee shall include the following:

1. overseeing the Company’s financial reporting process, examination of the financial statement and the auditors’
report thereon and the disclosure of financial information relating to the Company to ensure that the financial
statements are correct, sufficient and credible;
2. recommendation to the board for appointment, re-appointment, replacement, remuneration and terms of appointment
of auditors of the Company including the internal auditor, cost auditor and statutory auditor of the Company and the
fixation of the audit fee;
3. approval of payment to statutory auditors for any other services rendered by the statutory auditors;
4. formulation of a policy on related party transactions, which shall include materiality of related party transactions
and the definition of material modifications of related party transactions;
5. reviewing, at least on a quarterly basis, the details of related party transactions entered into by the Company pursuant
to each of the omnibus approvals given;
6. examining and reviewing, with the management, the annual financial statements and auditor's report thereon before
submission to the Board for approval, with particular reference to:
a. Matters required to be included in the director’s responsibility statement to be included in the Board’s report
in terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013;
b. Changes, if any, in accounting policies and practices and reasons for the same;
c. Major accounting entries involving estimates based on the exercise of judgment by the management;
d. Significant adjustments made in the financial statements arising out of audit findings;
e. Compliance with listing and other legal requirements relating to financial statements;
f. Disclosure of any related party transactions; and
g. Modified opinion(s) in the draft audit report.
7. reviewing, with the management, the quarterly, half-yearly and annual financial statements before submission to the
Board for approval;
8. examination of the financial statement and auditor’s report thereon;
9. monitoring the end use of funds raised through public offers and related matters;
10. reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue,
rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the Offer
document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilisation of
proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this
matter;
11. reviewing and monitoring the auditor’s independence and performance, and effectiveness of audit process;
12. approval or any subsequent modification of transactions of the Company with related parties and omnibus approval
for related party transactions proposed to be entered into by the Company, subject to the conditions as may be
prescribed;
Explanation: The term "related party transactions" shall have the same meaning as provided in Clause 2(zc) of the
SEBI Listing Regulations and/or the applicable Accounting Standards and/or the Companies Act, 2013.
13. laying down the criteria for granting omnibus approval in line with the Company’s policy on related party
transactions and such approval shall be applicable in respect of transactions which are repetitive in nature;
14. scrutiny of inter-corporate loans and investments;
15. valuation of undertakings or assets of the Company, wherever it is necessary;
16. evaluation of internal financial controls and risk management systems;
17. reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control
systems;
18. reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department,
staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal
audit;
19. discussion with internal auditors of any significant findings and follow up there on;
20. reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected
fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board;
21. discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-
audit discussion to ascertain any area of concern;
22. recommending to the board of directors the appointment and removal of the external auditor, fixation of audit fees
and approval for payment for any other services;
23. looking into the reasons for substantial defaults in the payment to depositors, debenture holders, shareholders (in
case of non-payment of declared dividends) and creditors;

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24. reviewing the functioning of the whistle blower mechanism;
25. establishing and overseeing the vigil mechanism providing for adequate safeguards against victimization of
employees and directors who avail of the vigil mechanism and also provide for direct access to the Chairperson of
the Audit Committee for directors and employees to report their genuine concerns or grievances;
26. approval of appointment of chief financial officer (i.e., the whole-time finance Director or any other person heading
the finance function or discharging that function) after assessing the qualifications, experience and background, etc.
of the candidate;
27. reviewing the utilization of loans and/or advances from / investment by the Company in the subsidiary exceeding ₹
100 crores or 10% of the asset size of the subsidiary, whichever is lower including existing loans / advances /
investments;
28. to consider the rationale, cost benefits and impact of schemes involving merger, demerger, amalgamation etc. of the
Company and provide comments to the Company’s shareholders;
29. to review compliance with the provisions of the Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations, 2015, at least once in a financial year and shall verify that the systems for internal control
under the said regulations are adequate and are operating effectively; and
30. carrying out any other functions as is mentioned in the terms of reference of the audit committee or which is required
to be carried out by the Audit Committee as contained in the Companies Act, 2013, SEBI Listing Regulations,
uniform listing agreements and/or any other applicable laws, as amended from time to time or by any regulatory
authority and performing such other functions as may be necessary or appropriate for the performance of its duties.

The Audit Committee shall mandatorily review the following information:

1. Management discussion and analysis of financial condition and results of operations;

2. Statement of significant related party transactions (as defined by the audit committee), submitted by
management;
3. Management letters / letters of internal control weaknesses issued by the statutory auditors;
4. Internal audit reports relating to internal control weaknesses;
5. Appointment, removal, and terms of remuneration of the chief internal auditor;
6. Statement of deviations:
a. quarterly statement of deviation(s) including report of monitoring agency, if applicable,submitted to stock
exchange(s) in terms of Regulation 32(1) of SEBI Listing Regulations; and
b. annual statement of funds utilized for purposes other than those stated in the offer
document/prospectus/notice in terms of Regulation 32(7) of SEBI Listing Regulations.
7. The financial statements, in particular, the investments made by any unlisted subsidiary; and
8. Such information as may be prescribed under the Companies Act and SEBI Listing Regulations.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee was constituted by a meeting of the Board held on November 22,
2023.The current constitution of the Nomination and Remuneration Committee is as follows:

Name of the Director Designation in the Company Designation in the Committee

Amit Bajaj Independent Director Chairman
Palash Jain Independent Director Member
Ruchi Joshi Meratia Independent Director Member

The scope and functions of the Nomination and Remuneration Committee are in accordance with Section 178 of the
Companies Act and Regulation 19 of the SEBI Listing Regulations. The terms of reference of the Nomination and
Remuneration Committee are as follows:

The Nomination and Remuneration Committee shall be responsible for, among other things, the following:

1. Formulating the criteria for determining qualifications, positive attributes and independence of a director and
recommend to the board of directors of the Company a policy relating to the remuneration of the directors, key
managerial personnel and other employees (“Remuneration Policy”);
2. The Nomination and Remuneration Committee, while formulating the above policy, should ensure that:

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(i) the level and composition of remuneration be reasonable and sufficient to attract, retain and motivate directors of the
quality required to run our Company successfully;
(ii) relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and
(iii) remuneration to directors, key managerial personnel and senior management involves a balance between fixed and
incentive pay reflecting short- and long-term performance objectives appropriate to the working of the Company and
its goals.
3. formulating criteria for evaluation of performance of independent directors and the Board;
4. devising a policy on Board diversity;
5. identifying persons who are qualified to become directors and who may be appointed in senior management in
accordance with the criteria laid down, and recommend to the Board their appointment and removal and shall specify
the manner for effective evaluation of performance of the Board, its committees and individual directors to be carried
out either by the Board, by the Nomination and Remuneration Committee or by an independent external agency and
review its implementation and compliance;
6. reviewing and recommending to the Board, all remuneration, in whatever form, payable to senior management
personnel and other staff (as deemed necessary);
7. for every appointment of an independent director, the Nomination and Remuneration Committee shall evaluate the
balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description
of the role and capabilities required of an independent director. The person recommended to the Board for
appointment as an independent director shall have the capabilities identified in such description. For the purpose of
identifying suitable candidates, the committee may:
(i) use the services of an external agencies, if required;
(ii) consider candidates from a wide range of backgrounds, having due regard to diversity; and
(iii) consider the time commitments of the candidates,
8. extending or continuing the term of appointment of the independent director, on the basis of the report of performance
evaluation of independent directors;
9. evaluation and recommendation of termination of appointment of directors in accordance with the Board's
governance principles for cause or for other appropriate reasons;
10. making recommendations to the Board in relation to the appointment, promotion and removal of the senior
management personnel;
11. recommending to the board, all remuneration, in whatever form, payable to senior management, including revisions
thereto;
12. Analysing, monitoring and reviewing various human resource and compensation matters, including the
compensation strategy;
13. Determining the Company’s policy on specific remuneration packages for executive directors including pension
rights and any compensation payment, and determining remuneration packages of such directors;
14. Reviewing and approving compensation strategy from time to time in the context of the then current Indian market
in accordance with applicable laws;
15. administering, monitoring and formulating detailed terms and conditions of the Employees Stock Option Scheme of
the Company;
16. framing suitable policies and systems to ensure that there is no violation, as amended from time to time, of any
securities laws or any other applicable laws in India or overseas, including:
(i) the SEBI Insider Trading Regulations; and
(ii) the Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices relating to the
Securities Market) Regulations, 2003, as amended.
17. carrying out any other function as is mandated by the Board from time to time and / or enforced/mandated by any
statutory notification, amendment or modification, as may be applicable;
18. performing such other functions as may be necessary or appropriate for the performance of its duties;
19. periodically reviewing and re-examining the terms of reference and making recommendations to our Board for any
proposed changes;
20. developing a succession plan for our Board and senior management and regularly reviewing the plan;
21. Perform such functions as are required to be performed by the Compensation Committee under the SEBI (Share
Based Employee Benefits and Sweat Equity) Regulations, 2021; and
22. perform such other activities as may be delegated by the Board or specified/ provided under the Companies Act,
2013 to the extent notified and effective, as amended or by the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, as amended or by any other applicable law or
regulatory authority.

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 Stakeholders’ Relationship Committee

The Stakeholders’ Relationship Committee was constituted by a meeting of the Board held on November 22, 2023.
Thecurrent constitution of the Stakeholders’ Relationship Committee is as follows:

Name of the Director Designation in Company Designation in Committee

Amit Bajaj Independent Director Chairman
Palash Jain Independent Director Member
Ruchi Joshi Meratia Independent Director Member

The scope and functions of the Stakeholders’ Relationship Committee are in accordance with Section 178 of the
Companies Act and Regulation 20 of the SEBI Listing Regulations. The terms of reference of the Stakeholders’
Relationship Committee are as follows:

1. considering and specifically looking into various aspects of interests of shareholders, debenture holders and other
security holders;
2. resolving the grievances of the security holders of the listed entity including complaints related to allotment of shares,
transfer of shares or debentures, including non-receipt of share or debenture certificates and review of cases for
refusal of transfer / transmission of shares and debentures, depository receipt, dematerialisation and re-
materialisation of shares, non-receipt of annual report, balance sheet or profit and loss account, non-receipt of
declared dividends, issue of new/duplicate certificates, general meetings etc. and assisting with quarterly reporting
of such complaints and formulating procedures in line with statutory guidelines to ensure speedy disposal of various
requests received from shareholders;
3. review of measures taken for effective exercise of voting rights by shareholders;
4. investigating complaints relating to allotment of shares, approval of transfer or transmission of shares, debentures or
any other securities;
5. giving effect to all transfer/transmission of shares and debentures, dematerialisation of shares and re-materialisation
of shares, split and issue of duplicate/consolidated share certificates, compliance with all the requirements related to
shares, debentures and other securities from time to time;
6. review of adherence to the service standards adopted by the Company in respect of various services being rendered
by the registrar and share transfer agent of the Company and to recommend measures for overall improvement in the
quality of investor services;
7. approve allotment of shares, debentures or any other securities as per the authority conferred / to be conferred to the
committee by the Board of Directors from time to time;
8. review and note the status of investor complaints;
9. review and note the status of unclaimed dividends;
10. monitor and expedite the status and process of dematerialization and rematerialisation of shares, debentures and other
securities of the Company;
11. review of the various measures and initiatives taken by the Company for reducing the quantum of unclaimed
dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of
the company; and
12. Carrying out such other functions as may be specified by the Board from time to time or specified/provided under
the Companies Act or SEBI Listing Regulations, or by any other regulatory authority.

Corporate Social Responsibility Committee

The Corporate Social Responsibility Committee was re-constituted by a meeting of the Board held on November 22,
2023.The current constitution of the Corporate Social Responsibility Committee is as follows:

Name of the Director Designation in Company Designation in Committee

Mr. Binod Kumar Agarwal Managing Director Chairman
Mrs. Anubha Mishra Executive Director Member
Mr. Amit Bajaj Independent Director Member

The terms of reference of the Corporate Social Responsibility Committee are as follows:

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1. To formulate and recommend to the Board, a Corporate Social Responsibility Policy stipulating, amongst others, the
guiding principles for selection, implementation and monitoring the activities as well as formulation of the annual
action plan which shall indicate the activities to be undertaken by the Company as specified in Schedule VII of the
Companies Act and the rules made thereunder and make any revisions therein as and when decided by the Board;
2. identify corporate social responsibility policy partners and corporate social responsibility policy programmes;
3. review and recommend the amount of expenditure to be incurred on the activities referred to in clause (i), amount to
be incurred for such expenditure shall be as per the applicable law and the distribution of the same to various
corporate social responsibility programs undertaken by the Company;
4. delegate responsibilities to the corporate social responsibility team and supervise proper execution of all delegated
responsibilities;
5. review and monitor the CSR policy and its implementation and issuing necessary directions as required for proper
implementation and timely completion of corporate social responsibility programmes;
6. assistance to the Board to ensure that our Company spends towards the corporate social responsibility activities in
every Fiscal, such percentage of average net profit/ amount as may be prescribed in the Companies Act, 2013 and/
or rules made thereunder;
7. providing explanation to the Board if the Company fails to spend the prescribed amount within the financial year;
8. providing updates to the Board at regular intervals of six months on the corporate social responsibility activities;
9. take note of the compliances made by implementing agency (if any) appointed for the corporate social responsibility
of the Company;
10. Formulate and and recommend to the Board, an annual action plan in pursuance of its corporate social responsibility
policy, which shall include the following:
a. the list of corporate social responsibility projects or programmes that are approved to be undertaken in areas
or subjects specified in Schedule VII of the Companies Act;
b. the manner of execution of such projects or programmes as specified in the rules notified under the Companies
Act;
c. the modalities of utilisation of funds and implementation schedules for the projects or programmes;
d. monitoring and reporting mechanism for the projects or programmes; and
e. details of need and impact assessment, if any, for the projects undertaken by the Company.
11. any other matter as the Corporate Social Responsibility Committee may deem appropriate after approval of the Board
or as may be directed by the Board, from time to time; and
12. perform such other duties and functions as the Board may require the corporate social responsibility committee to
undertake to promote the corporate social responsibility activities of the Company and exercise such other powers
as may be conferred upon the CSR Committee in terms of the provisions of Section 135 of the Companies Act and
the Companies (Corporate Social Responsibility Policy) Rules, 2014 or other applicable law.

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 Management Organization Structure

SANJAY RAJPOOT
(PRODUCTION
MANAGER)

SIBA SAHANI TRILOK

(PRODUCTION HEAD) RAGHUWANSHI
(QUALITY HEAD)

CA NIMISHA
ASHISH TOLUMBIA
AGRAWAL (FINANCE
(EXCISE HEAD)
HEAD)

CS RISHIKA SINGHAI
(COMPLIANCE HEAD)

BOARD OF SENIOR
DIRECTORS MANAGEMENT SHAILENDRA
BANODIYA
(MARKETING HEAD)

VINOD VERMA
(LOGISTIC HEAD)

BHAGWAN JHA SRIKANTA BARIK

(PURCHASE HEAD) (STORE HEAD)

MANJOJ JAISWAL ROSHAN

(HUMAN RESOURCE) CHOUDHARY (ERP)

Key Managerial Personnel

In addition to the Managing Director of our Company, whose details are provided in“Board of Director” on page
231, the details of the Key Managerial Personnel of our Company as on the date of this Red Herring Prospectus are
as follows:

Nimisha Agrawal is the Chief Financial Officer of our Company with effect from November 22, 2023. She joined
our Company on July 05, 2023, as a Chartered Accountant. She holds bachelor’s degree in B. Com Taxation from
DAVV University. She is a Chartered Accountant and is a member of the ICAI. Prior to joining our Company, she
was associated as Article Assistant with Vishnu Gupta & Associates. She has received a remuneration as a CFO of ₹
0.5 lakh per month in the current fiscal as a CFO.

Rishika Singhai is the Company Secretary and Compliance Officer of our Company with effect from November 22,
2023. She holds a Bachelor Degree in Commerce (Hons) from Barkatullah University. She is a Company Secretary
and is a member of Institute of Company Secretaries of India. Prior to joining our Company, she was associated as
Compliance Executive with Indo Thai Securities Limited and Swastika Investmart Limited. Since her appointment
she has received remuneration as a Company Secretary of ₹ 0.38 lakh per month in the current fiscal.

All the Key Managerial Personnel are permanent employees of our Company.

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Senior Management Personnel

In addition to the Chief Financial Officer and the Company Secretary and Compliance Officer of our Company,
whose details are provided in “Key Managerial Personnel” on page 245, the details of our Senior Management
Personnel as on the date of this Red Herring Prospectus are as follows:

Bhagwan Jha is the Purchase head of our Company with effect from September 01, 2009 and looks after Purchase
Department of the Company. He joined our Company on September 01, 2009. He holds a B.Sc. degree in Chemistry
from Mumbai University in Maharastra. He has received a remuneration of ₹ 6.42 lakhs in Fiscal 2024.

Vinod Verma is the Logistics head of our Company with effect from June 01, 2015 and looks after Logistics
Department. He joined our Company on June 01, 2015. He holds a BSc degree from DAVV in Indore in Madhya
Pradesh. He has received a remuneration of ₹ 7.56 lakhs in Fiscal 2024.

Manoj Jaiswal is the Human Resources (HR) head of our Company with effect from December 1, 2022. He joined
our Company on December 1, 2022. He holds a Bachelor of Arts degree from B.V.B in Bhopal, Madhya Pradesh, a
master’s in arts from B.V.B in Bhopal, Madhya Pradesh and a L.L.B Degree from B.V.B in Bhopal. Prior to joining
our Company, he was associated with Plethico Pharmaceuticals Ltd as their Senior Executive HR, with Sun Pharma as
their Executive HR, with P.S.A Pharma as their Senior Executive HR and with IFF Overseas Limited as their Manager
HR. He has received a remuneration of ₹ 4.56 lakhs in Fiscal 2024.

Shailendra Banodiya is the Marketing head of our Company with effect from December 01, 2023 and looks after
the Marketing Department. He joined our Company on December 01, 2023. He holds a B.Com (Hons) degree from
Devi Ahilya University in Indore, Madhya Pradesh and a master’s in MBA (International Business) from Devi
Ahilya University in Indore, Madhya Pradesh. Prior to joining our Company, he was associated with Flexituff
International as their Senior Export Executive and with KP International as their Export Executive. He has received
remuneration of ₹ 5.61 lakhs for Fiscal 2024.

Siba Sahani is the Production head with effect from December 1, 2023 and looks after the production department.
He joined our Company as an Executive officer in the year 2001. He holds a Post Graduation Diploma in Plastic
Testing and Conversion Technology from the Central Institute of Plastics Engineering and Technology. He has
received a remuneration of ₹ 3.82 lakhs in Fiscal 2024.

Roshan Choudhary is the Enterprise Resource Planning (ERP) of our Company with effect from February 11, 2021
and looks after Enterprise Resource Planning. He joined our Company on February 11, 2021. He holds a B.Com
degree from IDYLLIC in Indore, Madhya Pradesh. Prior to joining our Company, he was associated with SAFE Icer
Motor as their Assistant. He has received a remuneration of ₹ 1.49 lakhs in Fiscal 2024.

Ashish Tolumbia is the Excise head of our Company with effect from January 01, 2006 and looks after Excise
Department. He joined our Company on January 01, 2006. He holds a Bachelor of Arts degree from DAVV in Indore,
Madhya Pradesh. Prior to joining our Company, he was associated with Ramesh Nair & Co. as their Excise
Executive/Auditor. He has received a remuneration of ₹ 5.49 lakhs in Fiscal 2024.

Sanjay Rajpoot is the Production Head of our Company with effect from May 20, 2022 and looks after the
Production. He joined our Company on May 20, 2022. He holds a Bachelor of Arts degree from Bundelkhand
University in Jhansi. Prior to joining our Company, he worked with Commercial Syn Bags Ltd as Quality Control
Incharge, with Pithampur Poly Product Limited as Production Planning Assistant, and returned to Commercial Syn
Bags Ltd as Production Manager. He has received a remuneration of ₹ 4.64 lakhs in Fiscal 2024.

Trilok Raghuwanshi is the Quality Head of our Company with effect from April 01, 2021 and looks after the
Quality of the product. He joined our Company on April 01, 2021. He holds a B.SC degree in PCM from DAVV in
Indore, Madhya Pradesh. Prior to joining our Company, he was associated with Flexituff International Limited as
their Assistant Manager, with Lakhani Shoes Private Limited as their Production Supervisor in Indore, Madhya
Pradesh and with H & R Jhonson as their Production Supervisor. He has received a remuneration of ₹ 3.52 lakhs in
Fiscal 2024.

Srikanta Barik is the Store Head of our Company with effect from July 01, 2013, and looks after the store. He
joined our Company on July 01, 2013. He holds a Bachelor of Arts from Balasore and a master’s in PGDCA from

246
M.C.E in Bhadrak, Odisha. Prior to joining our Company, he was associated with M/s. Agarwal Rubber Limited as
their Purchase Executive. He has received a remuneration of ₹ 3.90 lakhs in Fiscal 2024.

All the Senior Management Personnel are permanent employees of our Company.

Arrangement or understanding with major shareholders, customers, suppliers or others

None of our Key Managerial Personnel and Senior Management Personnel have been selected pursuant to any
arrangement or understanding with any major shareholders, customers or suppliers of our Company, or others.

Shareholding of the Key Managerial Personnel and Senior Management Personnel

Except as disclosed below, as on the date of this Red Herring Prospectus, none of our Key Managerial Personnel and
Senior Management Personnel hold any Equity Shares in our Company:

Sr. No. Name of the Director No. of Equity Shares % of Pre-Offer Equity Share Capital
1. Binod Kumar Agarwal 5,90,57,490 88.38%

Retirement and termination benefits

Our Key Managerial Personnel and Senior Management Personnel have not entered into any service contracts with
our Company which include termination or retirement benefits. Except statutory benefits upon termination of their
employment in our Company or superannuation, none of the Key Managerial Personnel and Senior Management
Personnel is entitled to any benefit upon termination of employment or superannuation.

Contingent and deferred compensation payable to Key Managerial Personnel and Senior Management
Personnel
As on the date of this Red Herring Prospectus, there is no contingent or deferred compensation which accrued to our
Key Managerial Personnel and Senior Management Personnel for Fiscal 2024, which does not form part of their
remuneration for such period.

Bonus or profit-sharing plan of the Key Managerial Personnel and Senior Management Personnel
Our Company has no profit-sharing plan in which the Key Managerial Personnel and Senior Management Personnel
participate.

Interest of our Key Managerial Personnel and Senior Management Personnel

The Key Managerial Personnel and Senior Management Personnel of our Company do not have any interest in our
Company other than to the extent of the remuneration or benefits to which they are entitled to as per their terms of
appointment and reimbursement of expenses incurred by them during the ordinary course of their service.

The Key Managerial Personnel and Senior Management Personnel may also be deemed to be interested in the Equity
Shares, if any, held by them, and dividend payable to them and other distributions in respect of Equity Shares held
by them, if any.

Further, our Key Managerial Personnel and Senior Management Personnel may be deemed to be interested to the
extent as disclosed in “Interest of Directors” on page 237.

Family relationships between the Directors, Key Managerial Personnel and Senior Management
None of our Directors, Key Managerial Personnel or Senior Management Personnel are related to any of our
Directors, or other Key Managerial Personnel or Senior Management Personnel as on the date of this Red Herring
Prospectus:

247
Changes in the Key Managerial Personnel and Senior Management Personnel in last three years other than
by way of retirement in the normal course

Except the details mentioned under “Changes to the Board in the last three years” on page 238, the details of the
changes in the Key Managerial Personnel and Senior Management Personnel of our Company in the last three years
are as follows:

Changes in Key Managerial Personnel:

Name Designation Date of change Reason of change

Re-appointed as Managing Director
Binod Kumar Agarwal Managing Director December 14, 2023
of the Company
Rishika Singhai Company Secretary November 22, 2023 Appointed as Company Secretary
Nimisha Agrawal C.F.O November 22, 2023 Appointed as Chief Financial Office

Changes in Senior Management Personnel:

Name Designation Date of change Reason of change

Amit Pandey Fire & Safety Manager July 12, 2024 Resigned due to personal reason
Arvindra Raghuvanshi Taxation Head February 24, 2024 Resigned due to pre-occupation
December 01, Appointed as Human Resource
Manoj Jaiswal HR Head
2022 Head
Sanjay Rajpoot Production In-Charge May 20, 2022 Appointed as Production In-Charge
Appointed as Fire & Safety
Amit Pandey Fire & Safety Manager March 7, 2022
Manager

The rate of attrition of our Key Managerial Personnel and Senior Management Personnel is not high in comparison to
the industry in which we operate.

Employee stock option plan

As on the date of filing of this Red Herring Prospectus, our Company does not have an employee stock option
scheme.

Payment or benefits to the Key Managerial Personnel and Senior Management Personnel

Except Binod Kumar Agarwal, none of the Key Managerial Personnel and Senior Management Personnel has been
allotted or paid or given any payment or benefit which is non salary related within the two preceding years from the
date of filing of this Red Herring Prospectus. He was allotted 5,72,84,850 (Five crores seventy two lakhs eighty four
thousand eight hundred and fifty) bonus shares of our Company pursuant to a board resolution dated August 18,
2023.

Details of guarantees given to third parties by our Promoter participating in the Offer for Sale

As on the date of this Red Herring Prospectus, Binod Kumar Agarwal, our Selling Shareholder, has issued guarantees
to third parties as set forth in “Financial Indebtedness” beginning from page no. 358.

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 OUR PROMOTER AND PROMOTER GROUP
Our Promoter

The Promoter of our Company is Binod Kumar Agarwal. As on date of this Red Herring Prospectus, the Promoter
holds 5,90,57,490 Equity Shares in our Company, representing 88.38% of the pre-Offer issued, subscribed and paid-
up Equity Share capital of our Company.

For details of the build-up of the Promoter’ shareholding in our Company, see “Capital Structure – History of build-
up of Promoter’ shareholding and lock-in of Promoter’ shareholding including Promoter’ contribution – Buildup
of Promoter’ shareholding in our Company” on page 100.

A. Details of our individual Promoter are as follows:

Binod Kumar Agarwal

Binod Kumar Agarwal, aged 60 years, is the Managing Director of our

Company. For complete profile of Binod Kumar Agarwal, i.e., his date of
birth, residential address, educational qualifications, professional experience,
positions/ posts held in the past and other directorships, please refer to the
chapter titled “Our Management” beginning on page 231 of this Red Herring
Prospectus. His permanent account number is ACQPA6399C. Our Company
confirms that the permanent account number, Aadhar card number, driving
license number, bank account number(s) and the passport number of our
Promoter shall be submitted to the Stock Exchanges, at the time of filing of
this Red Herring Prospectus.

Change in control of our Company

There has been no change in control of our Company in the last five years immediately preceding the date of this
Red Herring Prospectus.

Interest of Promoter

Interest of our Promoter in the promotion of our Company

Our Promoter is interested in our Company to the extent that he is the Promoter of our Company and to the extent of
his respective shareholding in our Company, directly or indirectly along with that of his relatives, his directorship in
our Company, to the extent of certain loans granted by him to our Company and the dividends payable, if any, and
any other distributions in respect of his respective shareholding in our Company or the shareholding of his relatives
in our Company, from time to time. For further details of our Promoter’ shareholding, see “Capital Structure” on page
92.

Binod Kumar Agarwal, who is also a Managing Director of our Company, may be deemed to be interested to the
extent of remuneration, benefits, reimbursement of expenses, and commission payable, if any. For further details,see
“Our Management – Payment or benefit to Directors of our Company – Remuneration of our Directors from our
Company” on page 233.

Our Promoter is also interested to the extent of other remuneration, commission, and reimbursement of expenses,
payable to his relatives by our Company, if any. For further details, see “Related Party Transactions” on page 341.

Interest of our Promoter in the property of our Company

Except as disclosed below, our Promoter has no interest whether direct or indirect, in any property acquired by our
Company within the preceding three years from the date of this Red Herring Prospectus or proposed to be acquired
byit as on the date of this Red Herring Prospectus, or in any transaction by our Company for acquisition of land,
construction of building or supply of machinery, or other such transaction.

1. Our Company had acquired property for commercial use only Flat No. 418, 419, 420 and 421, “RAFAEL
TOWER” fourth floor Municipal House No.8/2 Old Palasia, Ward No.43, Indore-452 001, Madhya Pradesh

249
 having super built-up area 1688 sq.ft from joint owner Binod Kumar Agarwal and Sunita Agrawal, wife of
Promoter, through sale deed registered on August 4, 2021, for an amount of Rs. 43,75,000/- (Rupees Forty
three lakhs seventy five thousand only).

2. Our Company had acquired property for commercial use only Flat No. 321, “RAFAEL TOWER” third floor
Municipal House No.8/2 Old Palasia, Ward No.43, Indore-452 001, Madhya Pradesh having super built-up
area of 450 sq. ft. from Sunita Agrawal, wife of Promoter, through sale deed registered on August 4, 2021,
for an amount of Rs. 13,56,000/- (Rupees Thirteen lakhs fifty-six thousand only).

3. Our Company had acquired property for residential use only Flat No. 203, “Samyak Tower” second floor
constructed on Plot No.16/3 situated in Ward No.43, Indore-452 001, Madhya Pradesh having super built-up
area of 1400 sq.ft from Sunita Agrawal, wife of Promoter, through sale deed registered on August 4, 2021,
for an amount of Rs. 38,52,000/- (Rupees Thirty-eight lakhs fifty-two thousand only)

Except as disclosed below, our Promoter does not have any direct or indirect interest in the properties that our
Company has taken on rent:

Our Company has entered into a rent agreement dated with Anant Agrawal, son of the Promoter, pursuant to which
Anant Agrawal has rented out property E-34, HIG, Ravi Shankar Nagar, Near LIG square, Indore-452 010, Madhya
Pradesh to our Company for office purpose for a period of 11 months beginning from March 1, 2024, for a monthly
rent amounting to Rs. 2,66,600/- (Rupees Two-lakhs sixty six thousand and six hundred only) exclusive of GST.
Additionally, Mr. Anant Agarwal leases properties to other entities, namely Jagannath Plastics Private Limited
(Subsidiary) and Honourable Packaging Private Limited (Subsidiary), each at Rs. 1,41,600 per month (exclusive of
GST) for the financial year 2024-2025.

Interest of our Promoter in our Company arising out of being a member of a firm or company

No sum has been paid or agreed to be paid to our Promoter or to any firm or company in which any of our Promoter is
interested as a member, in cash or shares or otherwise by any person either to induce our individual Promoter to
become, or qualify him as a director, or otherwise for services rendered by our Promoter or by such firm or company
in connection with the promotion or formation of our Company.

Payment or benefits to our Promoter or our Promoter Group

No amount or benefit has been paid or given to our Promoter or any of the members of the Promoter Group during
the two years preceding the filing of this Red Herring Prospectus nor is there any intention to pay or give any amount
or benefit to our Promoter or any of the members of the Promoter Group other than in the ordinary course of business.

The remuneration to the Promoter is being paid in accordance with his respective terms of appointment.

Companies or firms with which our Promoter has disassociated in the last three years

Our Promoter has disassociated himself from Ever Bags Packaging Private Limited in the last three years preceding
the date of this Red Herring Prospectus from the capacity of a director due to pre-occupation. He disassociated
himself as a director of Ever Bags Packaging Private Limited on November 3, 2023.

Experience of our Promoter in the business of our Company

For details in relation to experience of our Promoter in the business of our Company, see “Our Management” on
page 231.

Material Guarantees
Our Promoter has not given any material guarantees to any third parties with respect to the Equity Shares as on the
date of this Red Herring Prospectus.

250
 Confirmations
Our Promoter and members of our Promoter Group have not been declared wilful defaulters or fraudulent borrowers
by any bank or financial institution or consortium thereof, in accordance with the guidelines on wilful defaulters or
fraudulent borrowers issued by Reserve Bank of India.

Our Promoter and members of our Promoter Group have not been prohibited from accessing or operating in capital
markets under any order or direction passed by SEBI or any other regulatory or governmental authority.

Our Promoter are not and have never been promoter, director or person in control of any other company which is
prohibited from accessing or operating in capital markets under any order or direction passed by SEBI or any other
regulatory or governmental authority.

Our Promoter and members of our Promoter Group have not been declared Fugitive Economic Offenders.

B. Promoter Group

In addition to our Promoter, individual and entities that form part of the Promoter Group of our Company in terms of
Regulation 2(1) (pp) of the SEBI ICDR Regulations are set out below:
a. Natural persons who are part of our Promoter Group
The following table sets forth details of the natural persons who are part of our Promoter Group (due to their
relationship with our Promoter:

Name of the Promoter Name of member of Promoter Group Relationship with our Promoter
Sunita Agrawal Spouse
Vinita Agarwal Daughter
Anant Agarwal Son
Chanchal Agarwal Daughter
Kailash ChandraAgarwalla Brother
Bijay Kumar Khairati Agarwala Brother
Shraban Kumar Agarwala Brother
Binod Kumar Agarwal Shyam Sunder Agarwal Brother
Sarada Agarwala Sister
Saroj Bedia Sister
Ramabatar Bhut Spouse’s father
Radha Devi Bhut Souse’s mother
Rajesh Kumar Bhut Spouse’s brother
Brijesh Kumar Bhut Spouse’s brother
Babita Agrawal Spouse’s sister
Sarita Agrawal Spouse’s sister

b. Entities forming part of our Promoter Group

1. Crimptech Private Limited
2. Ever Bags Packaging Private Limited
3. Stable Textile Private Limited
4. Foamnet Plastics Private Limited
5. AON Textiles Private Limited
6. Shree Tirupati Balajee FIBC Limited
7. Honourable Packaging Private Limited
8. Jagannath Plastics Private Limited
9. BKK Polyproducts Private Limited
10. NBA Tech Solutions Private Limited
11. Skillverse Development Cluster Association

c. Hindu Undivided Families forming part of the Promoter Group-Nil

251
 OUR GROUP COMPANIES

In terms of the SEBI ICDR Regulations, the term “group companies”, includes (i) such companies (other than
promoter and subsidiaries) with which there were related party transactions as disclosed in the Restated Consolidated
Financial Information for the last three fiscals in respect of which, Restated Consolidated Financial Information are
included in this Red Herring Prospectus) and (ii) any other companies considered material by the board of directors
of our Company.

In relation to (i) above, our Board has noted that in accordance with the SEBI ICDR Regulations, Group Companies
of our Company shall include the companies (other than our Promoter) with which there were related party
transactions, as per Ind AS 24 and as disclosed in the Restated Consolidated Financial Information for the last three
fiscals (“Relevant Period”).

For the purposes of (ii) above, pursuant to the resolution passed by our Board at its meeting held on November 22,
2023, the Board has approved that the following shall be considered material/ in accordance with the Materiality
Policy, for the purposes of disclosure in the Offer Documents, such companies shall be considered material by the
Board and disclosed as Group Companies in the Offer Documents, i.e., (a) is a member of the promoter group of the
Company (as defined in the Regulation 2 (1) (pp) of the SEBI ICDR Regulations) (other than the Promoter); and (b)
with which there were transactions in the most recent financial year (in respect of which restated consolidated financial
statements are included in the Offer Document), which individually or in the aggregate, exceed 10% of the total
restated revenue from operations of our Company for the Period.

Accordingly, based on the parameters outlined above, as on the date of this Red Herring Prospectus, our Company
identified the following as Group Companies, the details of which are set forth below:

Sr. No. Group Company Registered Office

1. AON Textiles Private Limited Plot No. 640-D, Sector-III, Dhar, Pithampur-454 775,
Madhya Pradesh, India
2. Foamnet Plastics Private Limited E/34, HIG Ravishankar Nagar, Indore-452 001, Madhya
Pradesh, India
3. Ever Bags Packaging Private Limited Plot No. 642 Sector-03, Bagdoon Industrial area,
Pithampur, Dhar, Pithampur -454 775, Madhya Pradesh,
India
4. Stable Textile Private Limited 378 A E, Scheme No. 74 C, Sent Arnold Ke Pass,
Indore-452 010, Madhya Pradesh, India

In accordance with the SEBI ICDR Regulations, information with respect to: (i) reserves (excluding revaluation
reserve); (ii) sales; (iii) profit after tax; (iv) earnings per share; (v) diluted earnings per share; and (vi) net asset value,
of the top four Group Companies (determined on the basis of their market capitalization or annual turnover, as
applicable), based on their respective audited financial statements for the preceding three years is hosted on the
website of our Company, as indicated below:

Sr. No. Group Company Website

1. AON Textiles Private Limited www.tirupatibalajee.net
2. Foamnet Plastics Private Limited www.tirupatibalajee.net
3. Ever Bags Packaging Private Limited www.tirupatibalajee.net
4. Stable Textile Private Limited www.tirupatibalajee.net

Our Company has provided links to such websites solely to comply with the requirements specified under the SEBI
ICDR Regulations. The information provided on the Company Website given above should not be relied upon or
used as a basis for any investment decision.

Nature and extent of interests of our Group Companies

As on the date of this Red Herring Prospectus, our Group Companies do not have any interest in the promotion or
formation of our Company.

As on the date of this Red Herring Prospectus, our Group Companies do not have any interest in any property

252
acquired by our Company in the three years preceding the date of filing this Red Herring Prospectus or proposed to
be acquired by our Company as on the date of this Red Herring Prospectus.

Our Group Companies do not have an interest in any transaction by our Company pertaining to acquisition of land,
construction of building or supply of machinery, etc.

Business interest of Group Companies

Except as disclosed in “Related Party Transactions” on page 341, and in the ordinary course of business, our Group
Companies do not have or currently propose to have any business interest in our Company.

Related business transactions within our Group Companies and significance on the financial performance of
our Company

Except as set forth in “Related Party Transactions” on page 341, and business transactions which our Company and
certain Group Companies have entered into as part of normal/ ordinary course of business including purchase and
sale of goods and service, there are no other related business transactions have been entered into between our Group
Companies and our Company.

Common pursuits

As on the date of this Red Herring Prospectus, all our Group Companies, maybe engaged in future in a similar line
of business as ours, and to this limited extent, there may be common pursuits between our Company and such
respective Group Company. While there may be instances of competition with such Group Companies to a limited
extent, we shall adopt necessary procedures and practices as permitted by law to address any situations that may lead
to conflict, as and when they may arise. For further details, see “Risk Factors – There exists a potential conflict of
interest between our Company and our Group Company/subsidiary which may adversely affect our business.” on
page 56.

Litigation

Except as disclosed below, there is no outstanding litigation involving our Group Companies:

Nature Name of Group Company Number of cases Amount involved (in ₹)

Indirect Tax AON Textiles Private Limited - Nil

However, the above litigation does not have a material impact on our Company as on date of this Red Herring
Prospectus.

Other confirmations

The equity shares of our Group Companies are not listed on any stock exchange. Our Group Companies have not
made any public / rights / composite issue (as defined under the SEBI ICDR Regulations) in the three years preceding
the date of this Red Herring Prospectus.

As on date of this Red Herring Prospectus, there are no debt securities issued by any of our Group Companies which
are listed on any stock exchange in India or abroad.

None of our Group Companies have been refused listing by any stock exchange in India or abroad or has failed to
meet the listing requirements of any stock exchanges in India or abroad.

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 DIVIDEND POLICY

The declaration and payment of dividends on our Equity Shares, if any, will be recommended by the Board of Directors
and approved by our Shareholders, at their discretion, subject to the provisions of our Articles of Association and the
applicable laws including the Companies Act, 2013 together with the applicable rules notified thereunder, as amended.

The declaration and payment of dividend, if any, will depend on a number of factors, including but not limited to the
earnings, capital requirements, contractual obligations, financial commitments and financial requirements including
business expansion and/or diversification, acquisition of new businesses, liquidity position, applicable legal
restrictions, cost of raising funds from alternate sources, cash flows, , the prevailing taxation policy or any amendments
expected thereof, with respect to distribution of dividend, capital expenditure requirements considering opportunities
for expansion and acquisition, cost and availability of alternative sources of financing, prevailing macroeconomic and
business conditions, and overall financial position of our Company and other factors considered relevant by our Board.
We may retain all our future earnings, if any, for use in the operations and expansion of our business. Our Company
may not distribute dividend when there is absence or inadequacy of profits. Our Company may also, from time to
time, pay interim dividends. For further details, see “Risk Factor - Our ability to pay dividends in the future will
depend upon our future earnings, financial condition, cash flows, working capital requirements, capital
expenditure and restrictive covenants in our financing arrangements.” on page 36

In addition, our ability to pay dividends may be impacted by a number of factors, including restrictive covenants
under the loan or financing arrangements our Company is currently availing of or may enter into to finance our fund
requirements for our business activities.

As on the date of this Red Herring Prospectus, our Company does not have a formal dividend policy. We have neither
declared nor paid any dividends on the Equity Shares in any of the three Financial Years preceding the date of this
Red Herring Prospectus and the period from April 1, 2024 until the date of this Red Herring Prospectus. There is no
guarantee that any dividends will be declared or paid by our Company in the future. We cannot assure you that we
will be able to pay dividends in the future.

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 SECTION V – FINANCIAL INFORMATION

RESTATED CONSOLIDATED FINANCIAL STATEMENTS

Sr. No. Particulars

1 Independent Auditors Examination Report on Restated Consolidated Financial Statements
2 Restated Consolidated Financial Statements

[THE REMAINDER OF THIS PAGE HAS INTENTIONALLY BEEN LEFT BLANK]

255
INDEPENDENT AUDITOR’S EXAMINATION REPORT ON RESTATED IND AS CONSOLIDATED
FINANCIAL INFORMATION OF SHREE TIRUPATI BALAJEE AGRO TRADING COMPANY LIMITED
(FORMERLY KNOWN AS SHREE TIRUPATI BALAJEE AGRO TRADING COMPANY PRIVATE
LIMITED)

The Board of Directors,

Shree Tirupati Balajee Agro Trading Company Limited
(Formerly known as Shree Tirupati Balajee Agro Trading Company Private Limited)
CIN: U25204MP2001PLC014855
Plot No. 192, Sector-1,
Pithampur, Dhar
Madhya Pradesh 454775, India

Dear Sirs,

1. We have examined the attached Restated Consolidated Financial Information, expressed in Indian Rupees in
lakhs, of Shree Tirupati Balajee Agro Trading Company Limited (Formerly known as Shree Tirupati Balajee
Agro Trading Company Private Limited) (the “Company” or the “Issuer”) and its subsidiaries (the Company
and its subsidiaries together referred to as the “Group"), comprising:
a) the “Restated Consolidated Statement of Assets and Liabilities” as at March 31, 2024, March 31, 2023 and
March 31, 2022 (enclosed as Annexure I);
b) the Restated Consolidated Statements of Profit and Loss (including other comprehensive income) for the
years ended March 31, 2024, March 31, 2023 and March 31, 2022 (enclosed in annexure II);
c) the Restated Consolidated Statement of Changes in Equity for the years ended March 31, 2024, March 31,
2023 and March 31, 2022 (enclosed in annexure III);
d) the Restated Consolidated Cash Flow Statement for the years ended March 31, 2024, March 31, 2023 and
March 31, 2022 (enclosed in annexure IV);
e) the “Basis of Preparation, Significant Accounting Policies” for the years ended March 31, 2024, March 31,
2023 and March 31, 2022 (enclosed in annexure V)
f) the “Notes to Restated Consolidated Financial Information” for the years ended March 31, 2024, March
31, 2023 and March 31, 2022 (enclosed as Annexure VI); and
g) the “Statement of Adjustments to Audited Consolidated Financial Statements” as at and for the years ended
March 31, 2024, March 31, 2023 and March 31, 2022 (enclosed as Annexure VII)

(hereinafter together referred to as the “Restated Consolidated Financial Information”), prepared by the Management
of the Company in connection with the proposed Initial Public Offering of Equity Shares of the Company (the “IPO”
or “Issue”) in accordance with the requirements of:

i) Section 26 of the Companies Act, 2013 (the “Act”) as amended from time to time;

ii) Paragraph (A) of Clause 11 (I) of Part A of Schedule VI of the Securities and Exchange Board of India
(Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended to date (the “SEBI ICDR
Regulations”) issued by the Securities and Exchange Board of India (the “SEBI”); and

iii) The Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute of
Chartered Accountants of India (“ICAI”), as amended from time to time (the “Guidance Note”).

The said Restated Consolidated Financial Information has been approved by the Board of Directors of the Company at
their meeting held on July 19, 2024 for the purpose of inclusion in the Red Herring Prospectus (“RHP”).

Management’s Responsibility for the Restated Consolidated Financial Information

2. The preparation of the Restated Consolidated Financial Information, for the purpose of inclusion in the RHP to
be filed with Securities and Exchange Board of India (“SEBI”), BSE Limited (“BSE”) and National Stock
Exchange of India Limited (“NSE”) in connection with the proposed Initial Public Offering of the equity shares
of the Company, is the responsibility of the Management of the Company. The Restated Consolidated Financial
Information have been prepared by the Management of the Company in accordance with the basis of preparation

256
 stated in Note 2.1.1 to the Restated Consolidated Financial Information in Annexure V. The Management’s
responsibility includes designing, implementing and maintaining internal controls relevant to the preparation
and presentation of the Restated Consolidated Financial Information. The Management is also responsible for
identifying and ensuring that the Group, its jointly controlled operations, joint ventures and associates, comply
with the Act, SEBI ICDR Regulations and the Guidance Note.

Auditor’s Responsibilities

3. We have examined such Restated Consolidated Financial Information taking into consideration:
a) The terms of reference and terms of our engagement agreed upon with you in accordance with our
engagement letter dated July 1, 2024, in connection with the proposed IPO of equity shares of the Company;
b) The Guidance Note also requires that we comply with the ethical requirements of the Code of Ethics issued
by the ICAI;
c) Concepts of test checks and materiality to obtain reasonable assurance based on verification of evidence
supporting the Restated Consolidated Financial Information; and
d) The requirements of Section 26 of the Act and the ICDR Regulations.

Our work was performed solely to assist you in meeting your responsibilities in relation to your compliance with the
Act, the ICDR Regulations and the Guidance Note in connection with the IPO.

4. These Restated Consolidated Financial Information expressed in Indian Rupees in lakhs, has been prepared by
the Company’s Management from:
a) the audited consolidated financial statements of the Group and subsidiaries as at and for the years ended
on March 31, 2024 prepared in accordance with Indian Accounting Standards (referred to as “Ind AS”),
March 31, 2023 and March 31, 2022 prepared in accordance with Accounting Standard (referred to as
“AS”) as prescribed under Section 133 of the Act, read with Companies (Accounting Standards) Rules
2015, as amended, and other accounting principles generally accepted in India, which have been approved
by the Board of Directors at their meeting held on July 11, 2024, August 18, 2023 and September 7, 2022
respectively;
b) the Special purpose audited consolidated converged financial statements (based on the previously issued
audited financial statements prepared in accordance with the Companies (Accounting Standards) Rules,
2006, as adjusted for the differences in the accounting principles adopted by the Company on transition to
the Indian Accounting Standards – Ind AS) of the Group and subsidiaries as at and for the years ended on
March 31, 2023 and March 31, 2022 prepared in accordance with Indian Accounting Standard (referred to
as “Ind AS”) as prescribed under Section 133 of the Act read with Companies (Indian Accounting
Standards) Rules 2015, as amended, and other accounting principles generally accepted in India, which
have been approved by the Board of Directors at their meeting held on November 22, 2023.

5. For the purpose of our examination, we have relied on:

a) Auditor’s reports issued by other auditors on consolidated financial statements of the Group as at and for
the years ended on March 31, 2022 dated September 7, 2022 and Standalone Financial Statement of 2
subsidiaries namely Jagannath Plastics Private Limited & Honourable Packaging Private Limited as at and
for the years ended on March 31, 2022 prepared in accordance with Accounting Standard (referred to as
“AS”) as prescribed under Section 133 of the Act, read with Companies (Accounting Standards) Rules
2015, as amended, and other accounting principles generally accepted in India;
b) Auditor’s report issued by us on consolidated financial statement of 1 subsidiary namely Shree Tirupati
Balajee FIBC Limited as at and for the years ended March 31, 2024 prepared in accordance with Indian
Accounting Standard (referred to as “Ind AS”), March 31, 2023 and March 31, 2022 prepared in accordance
with Accounting Standard (referred to as “AS”) as prescribed under Section 133 of the Act, read with
Companies (Accounting Standards) Rules 2015, as amended, and other accounting principles generally
accepted in India, dated May 30, 2024, May 30, 2023 and May 25, 2022 respectively;
c) Auditor’s report issued by us on consolidated financial statements of the Group as at and for the years
ended on March 31, 2024 prepared in accordance with Indian Accounting Standard (referred to as “Ind
AS”) as prescribed under Section 133 of the Act, read with Companies (Accounting Standards) Rules 2015,
as amended, and other accounting principles generally accepted in India dated July 11, 2024;

257
 d) Special purpose audit report issued by us on the Special Purpose Ind AS Consolidated Financial Statements
of the Group as at and for the years ended on March 31, 2023 and March 31, 2022 dated November 22,
2023, as referred in Para 4 (b) above;

6. We have not audited any financial statements of the Group as of any date or for any period subsequent to March
31, 2024. Accordingly, we do not express any opinion on the financial position, results or cash flows of the
Group as of any date or for any period subsequent to March 31, 2024.

Opinion

7. Based on our examination and according to the information and explanations given to us, we report that the
Restated Consolidated Financial Information:
a) have been prepared in accordance with the Act, the SEBI ICDR Regulations and the Guidance Note;
b) have been prepared after incorporating adjustments in respect of changes in the accounting policies,
material errors, and regrouping/reclassifications, retrospectively (as disclosed in Annexure VII to Restated
Consolidated Financial Information) to reflect the same accounting treatment as per the accounting policies
as at and for the period ended March 31, 2024; and
c) there are no qualifications in the auditors’ reports which require any adjustments.

8. The Restated Consolidated Financial Information does not reflect the effects of events that occurred subsequent
to the respective dates of the reports on the special purpose interim consolidated Ind AS financial statements and
audited consolidated financial statements mentioned in paragraph 4 above.

9. This report should not in any way be construed as a re-issuance or re-dating of any of the previous audit report
issued by us or other auditors on the consolidated financial statements of the Group, or any components included
in those financial statements as may be applicable for the reporting periods.

10. We have no responsibility to update our report for events and circumstances occurring after the date of the report.

Restriction on Use
11. This report is addressed to and is provided to enable the Board of Directors of the Company to include this report
in the Red Herring Prospectus, prepared in connection with the proposed Initial Public Offering of Equity Shares
of the Company, to be filed by the Company with the Securities and Exchange Board of India, BSE Limited and
National Stock Exchange of India Limited in connection with the proposed Initial Public Offering of the equity
shares of the Company. Our report should not be used, referred to, or distributed for any other purpose except
with our prior consent in writing. Accordingly, we do not accept or assume any liability or any duty of care for
any other purpose or to any other person to whom this report is shown or into whose hands it may come without
our prior consent in writing.

For M.S. Dahiya & Co.

Chartered Accountants
Firm Registration No.: 013855C

CA. Harsh Firoda

Partner
Date: July 19, 2024 M.No.: 409391
Place: Pithampur UDIN: 24409391BKFUSI7 146

258
ANNEXURE I
Restated Consolidated Statement of Assets & Liabilities
All amounts are ₹ in Lakhs unless otherwise stated
Particulars Note As at March 31, As at March 31, As at March 31,
2024 2023 2022
Assets
Non-current assets
(a) Property, plant and equipment 3 7,154.35 5,129.79 5,631.56
(b) Capital Work in Progress 3 1,586.81 2,199.36 1,413.29
(c) Right of Use Assets 3 94.75 100.47 106.19
(d) Intangible Assets 3 65.14 74.43 82.82
(e) Intangible Assets under development 3 - - -
(f) Financial assets
(i) Investments 4 107.68 91.93 56.56
(ii) Loans & Advances 5 - 256.14 256.14
(iii)Other financial assets 6 1,058.70 1,601.38 2,225.27
Total non-current assets 10,067.43 9,453.50 9,771.82
Current assets
(a) Inventories 7 25,209.85 20,146.26 19,414.95
(b) Financial assets
(i) Trade receivables 8 9,285.47 5,106.91 4,817.77
(ii) Cash and cash equivalents 9 30.67 508.62 873.25
(iii) Bank balances other than (ii) above 10 751.03 429.85 217.57
(iv) Loans & Advances 5 3,088.36 407.14 1,115.59
(c) Other current assets 11 3,261.26 3,193.34 2,978.03
Total current assets 41,626.64 29,792.11 29,417.15
Total assets 51,694.07 39,245.61 39,188.98
Equity and liabilities
Equity
(a) Equity share capital 12 6,682.09 115.80 114.57
(b) Other equity 13 10,624.42 10,905.39 9,108.39
Total attributable to owners of the parent company 17,306.50 11,021.19 9,222.97

Total attributable to Non- Controlling Interest 14 3,761.32 3,074.76 2,619.32

Total Equity 21,067.82 14,095.94 11,842.29
Liabilities
Non-current liabilities
(a) Financial liabilities
(i) Borrowings 15 3,833.14 5,170.38 6,068.34
(ii) Lease Liability 16 129.43 134.02 138.35
(iii) Other financial liabilities - - -
(b) Provisions 17 288.39 309.50 401.70
(c) Deferred Tax Liabilities (Net) 18 228.17 232.77 154.48
Total non-current liabilities 4,479.12 5,846.66 6,762.87
Current liabilities
(a) Financial liabilities
(i) Borrowings 15 20,535.58 17,210.35 17,937.18
(ii) Trade payables 19
- Total outstanding dues to small and micro enterprises 226.94 45.53 230.99
- Total outstanding dues of creditors other than
small and micro enterprises 3,204.13 856.85 1,424.84
(iii) Other financial liabilities 20 5.74 1.47 4.76
(b) Other current liabilities 21 1,076.21 344.54 451.79
(c) Provisions 17 156.27 300.93 244.09
(d) Current Tax Liabilities (Net) 22 942.25 543.33 290.16
Total current liabilities 26,147.12 19,303.00 20,583.82
Total equity and liabilities 51,694.07 39,245.61 39,188.98
The above statement should be read with the Notes to the Restated Consolidated Financial Information- Significant Accounting Policies appearing
in Annexure V, Notes to the Restated Consolidated Financial information appearing in Annexure VI; and Restatement Adjustments to Restated
Consolidated Financial information appearing in Annexure VII.
As per our report of even date
For and on behalf of Board of Directors of Shree Tirupati Balajee Agro
Trading Company Limited
For M.S. Dahiya & Co.
Chartered Accountants Binod Kumar Agarwal Ranjan Kumar Mohapatra
Firm Reg. No.: 013855C Managing Director Director
DIN: 00322536 DIN: 02267845
Harsh Firoda
Partner Nimisha Agrawal Rishika Singhai
M No. 409391 Chief Financial Officer Company Secretary
Place: Pithampur Place: Pithampur M. No. A72706
Date : 19.07.2024 Date : 19.07.2024

259
ANNEXURE II
Restated Consolidated Statement of Profit and Loss
All amounts are ₹ in Lakhs unless otherwise stated
Particulars For the year ended For the year ended For the year ended
Note March 31, 2024 March 31, 2023 March 31, 2022

I Revenue from operations 23 53,966.08 47,543.33 44,418.05

II Other income 24 1,316.03 270.32 960.72
III Total income (I + II) 55,282.11 47,813.65 45,378.77

IV Expenses
(a) Cost of Materials Consumed 25 41,422.37 31,794.17 28,622.82
(b) Purchase of Stock in Trade 26 - 104.45 1,561.68
(c) Changes in inventories of finished goods and work 27 (3,932.50) (1,051.21) (224.65)
in progress
(d) Employee benefit expense 28 3,250.79 3,361.98 3,148.11
(e) Finance costs 29 2,071.52 1,782.86 1,602.46
(f) Depreciation and amortisation expense 30 691.27 580.72 715.24
(g) Other expenses 31 7,034.40 8,529.84 8,219.46
Total expenses (IV) 50,537.86 45,102.80 43,645.12
V Profit before tax (III -IV) 4,744.25 2,710.85 1,733.65
VI Tax expense
(1) Current tax 32 1,100.60 565.74 341.11
(2) Deferred tax expense/ (credit) (4.58) 78.29 28.82
(3) MAT Credit Entitlement 40.97 (4.98) (2.18)
Total tax expense (VI) 1,136.98 639.05 367.76

VII Profit for the year (V -VI) 3,607.27 2,071.80 1,365.90

(i) Owners of the company 2,928.66 1,630.90 1,020.31
(ii) Non controlling interest 678.61 440.90 345.59

VIII Other comprehensive income

(A)Items that will not be reclassified to profit or loss
(a)(Loss)/Gain on remeasurement of the defined 139.26 216.04 62.02
benefit plan
(b)Income tax on above (35.05) (54.37) (15.61)

Total other comprehensive (loss)/income for the year 104.21 161.67 46.41
(i) Owners of the company 96.26 147.13 43.62
(ii) Non controlling interest 7.96 14.54 2.79
IX Total comprehensive (loss)/income for the year 3,711.48 2,233.47 1,412.31
(VII+VIII)
(i) Owners of the company 3,024.92 1,778.03 1,063.93
(ii) Non controlling interest 686.56 455.44 348.38

X Earnings per equity share (Face value of ₹10/- per 33

share)
(1) Basic (₹) 5.74 3.51 2.31
(2) Diluted (₹) 5.74 3.51 2.31
The above statement should be read with the Notes to the Restated Consolidated Financial Information- Significant Accounting Policies appearing
in Annexure V, Notes to the Restated Consolidated Financial information appearing in Annexure VI; and Restatement Adjustments to Restated
Consolidated Financial information appearing in Annexure VII.

As per our report of even date For and on behalf of Board of Directors of Shree Tirupati Balajee Agro
Trading Company Limited
For M.S. Dahiya & Co.
Chartered Accountants
Firm Reg. No.: 013855C
Binod Kumar Agarwal Ranjan Kumar Mohapatra
Managing Director Director
Harsh Firoda DIN: 00322536 DIN: 02267845
Partner
M. No. 409391
Nimisha Agrawal Rishika Singhai
Chief Financial Officer Company Secretary
Place: Pithampur Place: Pithampur M. No. A72706
Date : 19.07.2024 Date : 19.07.2024

260
 ANNEXURE III
All amounts are ₹in Lakhs unless otherwise stated
Statement of Changes in Equity

(a) Equity share capital

For the year ended March 31, 2024

Balance as at April 1, Changes in equity share Restated Changes in equity Balance as at
2023 capital due to prior period balance at share capital during the March 31, 2024
errors April 1, 2023 year
115.80 - 115.80 6,566.29 6,682.09

For the year ended March 31, 2023

Balance as at April 1, Changes in equity share Restated Changes in equity Balance as at
2022 capital due to prior period balance at share capital during the March 31, 2023
errors April 1, 2022 year
114.57 - 114.57 1.23 115.80

For the year ended March 31, 2022

Balance as at April 1, Changes in equity share Restated Changes in equity Balance as at
2021 capital due to prior period balance at share capital during the March 31, 2022
errors April 1, 2021 year
114.57 - 114.57 - 114.57

(b) Other equity

Reserves and Surplus

Particulars Securities Retained Remeasur SEZ Capital Total
premium earnings ement of Reinvest Reserve
defined ment
benefit Reserve
plan
Balance as at April 1, 2023 3,058.47 5,242.96 189.98 426.39 1,987.59 10,905.39
Changes During the year - - - - - -
Restated balance as at April 1, 2023 3,058.47 5,242.96 189.98 426.39 1,987.59 10,905.39
Profit for the year - 2928.66 - - - 2928.66
Transfer to SEZ Reinvestment Reserve - (277.11) - 277.11 - -
Remeasurement of defined benefit obligation, net of - - 96.26 - - 96.26
income tax
Total comprehensive (loss)/Gain for the year - 2,651.55 96.26 277.11 - 3024.92
Issue of Bonus Shares (3,058.47) (2,731.53) - - - (5,790.00)
Securities premium on shares issued (net of share issue 2,484.11 - - - - 2,484.11
costs)
Balance as at March 31, 2024 2,484.11 5162.98 286.24 703.50 1,987.59 10624.42

Reserves and Surplus

Particulars Securities Retained Remeasure SEZ Capital Total
premium earnings ment of Reinvest Reserve
defined ment
benefit plan Reserve
Balance as at April 1, 2022 3,039.51 3,856.11 42.84 182.33 1,987.59 9,108.39
Changes During the year - - - - - -
Restated balance as at April 1, 2022 3,039.51 3,856.11 42.84 182.33 1,987.59 9,108.39
Profit for the year - 1,630.90 - - - 1,630.90
Transfer to SEZ Reinvestment Reserve - (244.06) - 244.06 - -
Remeasurement of defined benefit obligation, net of - - 147.13 - - 147.13
income tax
Total comprehensive (loss)/Gain for the year - 1,386.84 147.13 244.06 - 1,778.03

261
Securities premium on shares issued (net of share 18.96 - - - - 18.96
issue costs)
Balance as at March 31, 2023 3,058.47 5,242.96 189.98 426.39 1,987.59 10,905.39

Reserves and Surplus

Particulars Securities Retained Remeasure SEZ Capital Total
premium earnings ment of Reinvestm Reserve
defined ent
benefit plan Reserve
Balance as at April 1, 2021 3,039.51 3,018.14 (0.78) - 1,988.41 8,045.29
Changes During the year - - - - (0.82) (0.82)
Restated balance as at April 1, 2021 3,039.51 3,018.14 (0.78) - 1,987.59 8,044.47
Profit for the year - 1,020.31 - - - 1,020.31
Transfer to SEZ Reinvestment Reserve - (182.33) - 182.33 - -
Remeasurement of defined benefit obligation, net of - - 43.62 - - 43.62
income tax
Total comprehensive (loss)/Gain for the year - 837.97 43.62 182.33 - 1,063.93
Securities premium on shares issued (net of share - - - - - -
issue costs)
Balance as at March 31, 2022 3,039.51 3,856.11 42.84 182.33 1,987.59 9,108.39

The above statement should be read with the Notes to the Restated Consolidated Financial Information- Significant
Accounting Policies appearing in Annexure V, Notes to the Restated Consolidated Financial information appearing
in Annexure VI; and Restatement Adjustments to Restated Consolidated Financial information appearing in
Annexure VII.

As per our report of even date For and on behalf of Board of Directors of Shree Tirupati Balajee
Agro Trading Company Limited
For M.S. Dahiya & Co.
Chartered Accountants Binod Kumar Agarwal Ranjan Kumar Mohapatra
Firm Reg. No.: 013855C Managing Director Director
DIN: 00322536 DIN: 02267845
Harsh Firoda
Nimisha Agrawal Rishika Singhai
Partner
Chief Financial Officer Company Secretary
M No. 409391 M. No. A72706

Place: Pithampur Place: Pithampur

Date : 19.07.2024 Date : 19.07.2024

262
 ANNEXURE IV
Restated Consolidated Statement of Cash flow
All amounts are ₹ in Lakhs unless otherwise stated

Particulars For year ended For year ended For year ended
March 31, 2024 March 31, 2023 March 31, 2022
Cash flows from operating activities
Profit before tax 4,744.25 2,710.85 1,733.65
Adjustments for:
Finance costs 2,071.52 1,782.86 1,602.46
Interest income (353.71) (212.28) (75.43)
Other Income (576.60) (47.69) (880.58)
Loss/(Gain) on disposal of property, plant and equipment (net) (385.00) (8.60) (3.30)
Fair value (gain) on investments (net) (0.47) (1.75) (1.41)
Loss / (gain) on sale of current investments (net) (0.26) - -
Depreciation and amortisation expenses 691.27 580.72 715.24
Operating profit before working capital changes 6,191.02 4,804.11 3,090.62
Adjustments for:
(Increase)/decrease in operating assets
Trade receivables (4,178.56) (289.14) (131.51)
Inventories (5,063.60) (731.31) (1,521.35)
Other financial assets (Non-Current and Current) 542.68 623.89 (1,072.26)
Loans & Advances (2,425.08) 708.45 (879.26)
Other assets (Non-Current and Current) (67.91) (215.32) 649.84
Increase/(decrease) in operating liabilities
Trade payables 2,528.69 (753.44) (2,500.25)
Provisions (Non-Current and Current) (165.77) (35.36) 187.90
Lease Liabilities (4.59) (4.33) (4.09)
Other financial liabilities (Non-Current and Current) 4.27 (3.29) 0.77
Current Tax Liabilities 398.93 253.16 233.00
Other current liabilities 731.67 (107.26) 69.79
Changes in Working Capital (7,699.29) (553.95) (4,967.40)
Cash generated from operations (1,508.28) 4,250.16 (1,876.78)
Income taxes paid (Net of Refund) (1,141.56) (560.76) (338.94)
Net cash generated by operating activities (2,649.84) 3,689.41 (2,215.72)
Cash flows from investing activities
(Investment in) / Proceeds from Bank Deposits (321.19) (212.27) 218.34
(Investment in) / Proceeds from current investments (15.03) (33.63) (18.88)
(Investment) / withdrawal from investments - - (36.60)
(Investment) / Proceeds from PPE & Other Intangible Assets (1,703.27) (842.31) (1,793.88)
Interest Income 353.71 212.28 75.43
Other Income 576.60 47.69 880.58
Net cash used in investing activities (1,109.18) (828.24) (675.01)
Cash flows from financing activities
Proceeds from long term borrowings - - 2,313.94
Issue of equity shares 3,260.40 20.19 -
Repayment of long term borrowings (1,337.24) (897.96) -
Proceeds from short term borrowings (net) 3,325.23 (726.83) 2,579.15
Interest paid (2,071.52) (1,782.86) (1,602.46)
Net cash (used in) / generated by financing activities 3,176.87 (3,387.47) 3,290.64
Add / Less : (Loss)/Gain on remeasurement of the defined benefit plan 104.21 161.67 46.41
Net increase/ (decrease) in cash and cash equivalents (477.94) (364.63) 446.32
Cash and cash equivalents at the beginning of the year 508.62 873.25 426.93
Cash and cash equivalents at the end of the year 30.67 508.62 873.25
Reconciliation of cash and cash equivalents with the Balance Sheet:

Cash and cash equivalents at end of the year 30.67 508.62 873.25

263
Note:
The above cash flow statement has been prepared under the "Indirect Method" as set out in the Indian Accounting Standard (Ind
AS - 7) "Statement of Cash Flow".
The above statement should be read with the Notes to the Restated Consolidated Financial Information- Significant Accounting
Policies appearing in Annexure V, Notes to the Restated Consolidated Financial information appearing in Annexure VI; and
Restatement Adjustments to Restated Consolidated Financial information appearing in Annexure VII.

As per our report of even date For and on behalf of Board of Directors of Shree Tirupati
Balajee Agro Trading Company Limited
For M.S. Dahiya & Co.
Chartered Accountants Binod Kumar Agarwal Ranjan Kumar Mohapatra
Firm Reg. No.: 013855C Managing Director Director
DIN: 00322536 DIN: 02267845
Harsh Firoda
Nimisha Agrawal Rishika Singhai
Partner
Chief Financial Officer Company Secretary
M No. 409391 M. No. A72706

Place: Pithampur Place: Pithampur

Date : 19.07.2024 Date : 19.07.2024

264
Shree Tirupati Balajee Agro Trading Company Limited
(Formerly known as Shree Tirupati Balajee Agro Trading Company Private Limited)
CIN: U25204MP2001PLC014855

ANNEXURE V
Significant Accounting Policies forming part of the Restated Consolidated Financial Information

1. Corporate information

Shree Tirupati Balajee Agro Trading Company Limited is a public company domiciled in India and
incorporated on 23rd October, 2001 under the provisions of the Companies Act, 1956 having its registered
office situated at Plot No-192, Sector-1, Pithampur, Dhar, Madhya Pradesh, India, 454775. The company
is primarily engaged in carrying on the business of manufactures, producers, processors, makers,
inventors, convertors, importers, exporters, traders, buyers, sellers, retailers, whole sellers, suppliers,
packers, movers, preservers, distributors, consignors and all the incidental and ancillary objects to the
attainment of the main business. Company works in all kinds of plastic woven stocks, polyethylene, lined
gummy bags, lineliums, plastic bags, thermoplastics, polypropylence and PVC products, plastics
polyethylene, bags, goods, FIBC and technical textiles and plastic article made from them and made out
of compounds, intermediates, derivatives and by-products of plastics.

This note provides a list of the significant accounting policies adopted in the preparation of the restated
consolidated financial information. These policies have been consistently applied to all the periods
presented, unless otherwise stated. These restated consolidated financial information are for the Company
consisting of Shree Tirupati Balajee Agro Trading Company Limited and its subsidiaries & associates
(collectively referred to as “Group”). These Restated Consolidated financial information were approved
for issue in accordance with a resolution of the directors on July 19, 2024.

2. Significant Accounting Policies

2.1.1 Basis of preparation

Compliance with Ind AS

The restated consolidated financial information of the Company comprises of the Restated Consolidated
Statement of Assets and Liabilities as at March 31, 2024, March 31, 2023 and March 31, 2022, the Restated
Consolidated Statement of Profit and Loss (including Other Comprehensive Income), the Restated
Consolidated Statement of Changes in Equity, the Restated Consolidated Statement of Cash flows for the
year ended March 31,2024, year ended March 31, 2023 and year ended March 31, 2022 and Notes to the
Restated Consolidated Financial Information and Statement of Adjustments to Audited Consolidated
Financial Statements (collectively, the ‘Restated Consolidated Financial Information’).

These Restated Consolidated Financial Information have been prepared by the Management of the Group
for the purpose of inclusion in the Red Herring Prospectus (‘RHP’) to be filed by the Group with the
Securities and Exchange Board of India (“SEBI”), National Stock Exchange of India Limited and BSE
Limited in connection with proposed Initial Public Offering (“IPO”) of its equity shares.

The Restated Consolidated Financial Information, which have been approved by the Board of Directors
of the Group, have been prepared in accordance with the requirements of:

(i) Section 26 of the Companies Act, 2013 ("the Act") as amended from time to time;

(ii) Paragraph A of Clause 11 (I) of Part A of Schedule VI of the Securities and Exchange Board of
India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended to date (the
“SEBI ICDR Regulations”) issued by the Securities and Exchange Board of India (the “SEBI”);
and

(iii) Guidance Note on Reports in Group Prospectuses (Revised 2019) issued by the Institute of
Chartered Accountants of India (“ICAI”) as amended from time to time (the “Guidance Note”).

The Restated Consolidated Financial Information have been prepared by the Management from the audited
consolidated financial statements as at and for the year ended March 31, 2024, March 31, 2023 and March
31, 2022 which is prepared in accordance with Indian Accounting Standards (Ind AS) notified under
Section 133 of the Act [Companies (Indian Accounting Standards) Rules, 2015] and other relevant
provisions of the Act,
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Shree Tirupati Balajee Agro Trading Company Limited
(Formerly known as Shree Tirupati Balajee Agro Trading Company Private Limited)
CIN: U25204MP2001PLC014855

These Restated Consolidated Financial Information do not reflect the effects of events that occurred
subsequent to the respective dates of auditor’s reports on the audited consolidated financial statements
mentioned above.

The Restated Consolidated Financial Information:

(a) have been prepared after incorporating adjustments for the changes in accounting policies, material
errors, if any, and regrouping/reclassifications retrospectively in the period/years ended March 31,
2024, March 31, 2023 and March 31, 2022 to reflect the same accounting treatment as per the
accounting policies and grouping/classifications followed as at and for the year ended March 31,
2024.

(b) do not require any adjustment for qualification as there are no qualifications in the underlying audit
reports.

These Restated financial Information have been prepared on a going concern basis following the accrual
basis of accounting in accordance with the Generally accepted Accounting Principles (GAAP) in India
(Indian Accounting standards referred to as “IndAS”) as specified under the section 133 of the Companies
Act, 2013 read with Rule 3 of Companies (Indian Accounting Standard) Rules, 2015 and relevant
amendments rules issued there after and presentation requirements of Division II of Schedule III to the
Companies Act, 2013, (Ind AS compliant Schedule III). These Consolidated financial statements are
presented in INR and all values are rounded to the nearest Lakhs, except when otherwise indicated.

The financial statements have been prepared on a historical cost convention, except for the following assets
and liabilities:

i. Certain financial assets and liabilities that is measured at fair value;

ii. Defined benefit plans-plan assets measured at fair value.
iii. Investments in equity instruments, other than investments in subsidiary & associates, measured at
fair value through profit & loss account (FVTPL)

2.1.2 Principles of Consolidation

Subsidiaries
Subsidiaries are all entities over which the Group has control. The Group controls an entity when the Group
is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to
affect those returns through its power to direct the relevant activities of the entity. Subsidiaries are fully
consolidated from the date on which control is transferred to the Group. They are deconsolidated from the
date that control ceases.

The acquisition method of accounting is used to account for business combinations by the Group.

The Group combines the financial statements of the parent and its subsidiaries line by line adding together
like items of assets, liabilities, equity, income and expenses. InterGroup transactions, balances and
unrealised gains on transactions between group companies are eliminated. Unrealised losses are also
eliminated unless the transaction provides evidence of an impairment of the transferred asset. Accounting
policies of subsidiaries have been changed where necessary to ensure consistency with the policies
adopted by the Group.

Non-controlling interests in the results and equity of subsidiaries are shown separately in the restated
consolidated statement of profit and loss, restated consolidated statement of changes in equity and restated
consolidated statement of assets and liabilities respectively.

Associates
Associates are all entities over which the Group has significant influence but not control or joint control.
This is generally the case where the Group holds between 20% and 50% of the voting rights. Investments
in associates are accounted for using the equity method of accounting, after initially being recognised at
cost.

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Shree Tirupati Balajee Agro Trading Company Limited
(Formerly known as Shree Tirupati Balajee Agro Trading Company Private Limited)
CIN: U25204MP2001PLC014855

Equity Method

Under the equity method of accounting, the investments are initially recognised at cost and adjusted
thereafter to recognise the Company’s share of the post-acquisition profits or losses of the investee in
profit and loss, and the Company’s share of other comprehensive income of the investee in other
comprehensive income. Dividends received or receivable from associates and joint ventures are
recognised as a reduction in the carrying amount of the investment.

When the Company’s share of losses in an equity-accounted investment equals or exceeds its interest in
the entity, including any other unsecured long-term receivables, the Company does not recognise further
losses, unless it has incurred obligations or made payments on behalf of the other entity.

Unrealised gains on transactions between the Group and its associates and joint ventures are eliminated to
the extent of the Company’s interest in these entities.

Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the
asset transferred. Accounting policies of equity accounted investees have been changed where necessary
to ensure consistency with the policies adopted by the Company.

2.2 Current versus non-current classification

The Group presents assets and liabilities in the balance sheet based on current/ non-current classification.
An asset is treated as current when it is:

- Expected to be realised or intended to be sold or consumed in normal operating cycle

- Held primarily for the purpose of trading
- Expected to be realised within twelve months after the reporting period, or
Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve
months after the reporting period All other assets are classified as non-current.

A liability is current when:

- It is expected to be settled in normal operating cycle
- It is held primarily for the purpose of trading
- It is due to be settled within twelve months after the reporting period, or
There is no unconditional right to defer the settlement of the liability for at least twelve months after the
reporting period. All other liabilities are classified as non-current.

The operating cycle is the time between the acquisition of assets and their realisation in cash and cash
equivalents. The Group has identified twelve months as its operating cycle.

2.3 Property, Plant & Equipment’s

Property, plant and equipment are stated at their cost of acquisition. The cost comprises purchase price,
borrowing cost if capitalization criteria are met and directly attributable cost of bringing the asset to its
working condition for the intended use. Any trade discount and rebates are deducted in arriving at the
purchase price. Subsequent costs are included in the asset’s carrying amount or recognized as a separate
asset, as appropriate, only when it is probable that future economic benefits associated with the item will
flow to the Group.

All other repair and maintenance costs are recognized in statement of profit or loss as incurred.

Subsequent costs are included in asset’s carrying amount or recognized as separate assets, as appropriate,
only when it is probable that future economic benefit associated with the item will flow to the Group and
the cost of item can be measured reliably.

An item of property, plant and equipment and any significant part initially recognized is derecognized
upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss
arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and
the carrying amount of the asset) is included in the income statement when the asset is derecognized.
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Shree Tirupati Balajee Agro Trading Company Limited
(Formerly known as Shree Tirupati Balajee Agro Trading Company Private Limited)
CIN: U25204MP2001PLC014855

Capital work- in- progress includes cost of property, plant and equipment under installation/under
development as at the balance sheet date.

The residual values, useful lives and methods of depreciation of property, plant and equipment are
reviewed at each financial year end and adjusted prospectively, if appropriate.

2.4 Intangible assets

Intangible assets acquired separately are measured on initial recognition at cost. Cost of intangible assets
acquired in business combination is their fair value at the date of acquisition. Following initial
recognition, intangible assets are carried at cost less accumulated amortization and accumulated
impairment losses, if any.

Internally generated intangibles, excluding capitalized development cost, are not capitalized and the
related expenditure is reflected in statement of Profit and Loss in the period in which the expenditure is
incurred. Cost comprises the purchase price and any attributable cost of bringing the asset to its working
condition for its intended use.

Intangible assets with indefinite useful lives are not amortized, but are tested for impairment annually,
either individually or at the cash-generating unit level. The assessment of indefinite life is reviewed
annually to determine whether the indefinite life continues to be supportable. If not, the change in useful
life from indefinite to finite is made on a prospective basis. The Group has assessed indefinite life for
such brand considering the expected usage, expected investment on brand, business forecast and
challenges to establish a premium electronic segment. These are carried at historical cost and tested for
impairment annually.

An intangible asset is derecognized upon disposal or when no future economic benefits are expected from
its use or disposal. Gains or losses arising from disposal of the intangible assets are measured as the
difference between the net disposal proceeds and the carrying amount of the asset and are recognized in
the statement of profit and loss when the assets are disposed off.

Depreciation and Amortisation

Depreciation on property, plant and equipment is calculated on pro-rata basis on straight-line method
using the useful lives prescribed in Schedule II to the Companies Act 2013.

The useful lives of intangible assets are assessed as either finite or indefinite. Intangible assets with finite
lives are amortized over their useful lives and assessed for impairment whenever there is an indication that
the intangible asset may be impaired. The amortization period and the amortization method for an
intangible asset with a finite useful life is reviewed at least at the end of each reporting period. Changes
in the expected useful life or the expected pattern of consumption of future economic benefits embodied
in the asset is accounted for by changing the amortization period or method, as appropriate, and are treated
as changes in accounting estimates. The amortization expense on intangible assets with finite lives is
recognized in the statement of profit and loss.

2.5 Impairment of non-financial assets

The Group assesses, at each reporting date, whether there is an indication that an asset may be impaired.
If any indication exists, or when annual impairment testing for an asset is required, the Group estimates
the asset’s recoverable amount. An asset’s recoverable amount is the higher of an asset’s or cash-
generating unit’s (CGU) fair value less costs of disposal and its value in use. The recoverable amount is
determined for an individual asset, unless the asset does not generate cash inflows that are largely
independent of those from other assets or groups of assets. When the carrying amount of an asset or CGU
exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable
amount.

In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-
tax discount rate that reflects current market assessments of the time value of money and the risks specific
to the asset. In determining fair value less costs of disposal, recent market transactions are taken into
268
Shree Tirupati Balajee Agro Trading Company Limited
(Formerly known as Shree Tirupati Balajee Agro Trading Company Private Limited)
CIN: U25204MP2001PLC014855

account. If no such transactions can be identified, an appropriate valuation model is used. These
calculations are corroborated by valuation multiples, quoted share prices for publicly traded companies
or other available fair value indicators.

2.6 Financial instruments

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability
or equity instrument of another entity.

Financial assets and financial liabilities are initially measured at fair value wherever required. Transaction
costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities
(other than financial assets and financial liabilities at fair value through profit or loss) are added to or
deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial
recognition.

2.6.1 Financial assets

All regular way purchases or sales of financial assets are recognised and derecognised on a trade date
basis. Regular way purchases or sales are purchases or sales of financial assets that require delivery of
assets within the time frame established by regulation or convention in the marketplace.

All recognised financial assets are subsequently measured in their entirety at either amortised cost or fair
value, depending on the classification of the financial assets.

2.6.2 Financial assets at fair value through profit or loss (FVTPL)

Initial recognition to present subsequent changes in fair value in other comprehensive income for
investments in equity instruments, which are not held for trading. Debt instruments that do not meet the
amortised cost criteria or FVTOCI criteria (see above) are measured at FVTPL. In addition, debt
instruments that meet the amortised cost criteria or the FVTOCI criteria but are designated as at FVTPL
are measured at FVTPL.

A financial asset that meets the amortised cost criteria or debt instruments that meet the FVTOCI criteria
may be designated as at FVTPL upon initial recognition if such designation eliminates or significantly
reduces a measurement or recognition inconsistency that would arise from measuring assets or liabilities
or recognising the gains and losses on them on different bases,

Financial assets at FVTPL are measured at fair value at the end of each reporting period, with any gains or
losses arising on remeasurements recognised in profit or loss. The net gain or loss recognised in profit or
loss incorporates any dividend or interest earned on the financial asset and is included in the 'Other income'
line item. Dividend on financial assets at FVTPL is recognised when the Group's right to receive the
dividends is established, it is probable that the economic benefits associated with the dividend will flow
to the entity, the dividend does not represent a recovery of part of cost of the investment and the amount
of dividend can be measured reliably.

2.6.3 Investments in equity instruments at FVTOCI

On initial recognition, the Group can make an irrevocable election (on an instrument-by-instrument basis)
to present the subsequent changes in fair value in other comprehensive income pertaining to investments
in equity instruments. This election is not permitted if the equity investment is held for trading. These
elected investments are initially measured at fair value plus transaction costs.

Subsequently, they are measured at fair value with gains and losses arising from changes in fair value
recognised in other comprehensive income and accumulated in the 'Reserve for equity instruments
through other comprehensive income'. The cumulative gain or loss is not reclassified to profit or loss on
disposal of the investments.

A financial asset is held for trading if:

• it has been acquired principally for the purpose of selling it in the near term; or
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Shree Tirupati Balajee Agro Trading Company Limited
(Formerly known as Shree Tirupati Balajee Agro Trading Company Private Limited)
CIN: U25204MP2001PLC014855

• on initial recognition it is part of a portfolio of identified financial instruments that the Group manages
together and has a recent actual pattern of short-term profit-taking; or
• it is a derivative that is not designated and effective as a hedging instrument or a financial guarantee.

Dividends on these investments in equity instruments are recognised in profit or loss when the Group's
right to receive the dividends is established, it is probable that the economic benefits associated with the
dividend win flow to the entity, the dividend does not represent a recovery of part of cost of the investment
and the amount of dividend can be measured reliably. Dividends recognised in profit or loss is included
in the 'Other income' line item.

The Group has not elected for the FVTOCI irrevocable option for this investment.

2.6.4 Impairment of financial assets

The Group assesses on a forward-looking basis the expected credit losses associated with its assets. The
impairment methodology applied depends on whether there has been a significant increase in credit risk.
For trade receivables or any contractual right to receive cash or another financial asset that result from
transactions that are within the scope of Ind AS 18, the Group always measures the loss allowance at an
amount equal to lifetime expected credit losses.

2.6.5 Derecognition of financial assets

The Group derecognises a financial asset when the contractual rights to the cash flows from the asset
expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of
the asset to another party. If the Group neither transfers nor retains substantially all the risks and rewards
of ownership and continues to control the transferred asset, the Group recognises its retained interest in
the asset and an associated liability for amounts it may have to pay. If the Group retains substantially all
the risks and rewards of ownership of a transferred financial asset, the Group continues to recognise the
financial asset and recognises a collateralised borrowing for the proceeds received.

On derecognition of a financial asset in its entirety, the difference between the asset's carrying amount
and the sum of the consideration received and receivable and the cumulative gain or loss that had been
recognised in other comprehensive income and accumulated in equity is recognised in profit or loss if
such gain or loss would have otherwise been recognised in profit or loss on disposal of that financial asset.

On derecognition of a financial asset other than in its entirety (e.g. when the Group retains an option to
repurchase part of a transferred asset), the Group allocates the previous carrying amount of the financial
asset between the part it continues to recognise under continuing involvement, and the part it no longer
recognises on the basis of the relative fair values of those parts on the date of the transfer. The difference
between the carrying amount allocated to the part that is no longer recognised and the sum of the
consideration received for the part no longer recognised and any cumulative gain or loss allocated to it
that had been recognised in other comprehensive income is recognised in profit or loss if such gain or loss
would have otherwise been recognised in profit or loss on disposal of that financial asset. A cumulative
gain or loss that had been recognised in other comprehensive income is allocated between the part that
continues to be recognised and the part that is no longer recognised on the basis of the relative fair values
of those parts.

2.7 Financial liabilities and equity instruments

2.7.1 Classification as debt or equity

Debt and equity instruments issued by the Group are classified as either financial liabilities or as equity
in accordance with the substance of the contractual arrangements and the definitions of a financial liability
and an equity instrument.

2.7.2 Equity instruments

Equity instruments issued by the Group are recognised at the proceeds received, net of direct issue costs.

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Repurchase of the Group's own equity instruments is recognised and deducted directly in equity. No gain
or loss is recognised in profit or loss on the purchase, sale, issue or cancellation of the Group's own equity
instruments.

2.7.3 Financial liabilities

All financial liabilities are subsequently measured at amortised cost using the effective interest method or
at FVTPL.

2.7.4 Financial liabilities at FVTPL

Financial liabilities are classified as at FVTPL when the financial liability is either held for trading or it is
designated as at FVTPL. A financial liability is classified as held for trading if:
• It has been incurred principally for the purpose of repurchasing it in the near term; or

• on initial recognition it is part of a portfolio of identified financial instruments that the Group manages

together and has a recent actual pattern of short-term profit-taking; or

• it is a derivative that is not designated and effective as a hedging instrument.

A financial liability other than a financial liability held for trading may be designated as at FVTPL upon
initial recognition if:
• such designation eliminates or significantly reduces a measurement or recognition inconsistency that would

otherwise arise;
• the financial liability forms part of a Group of financial assets or financial liabilities or both, which is

managed and its performance is evaluated on a fair value basis, i accordance with the Group’s
documented risk management or investment strategy, and information about the grouping is provided
internally on that basis; or
• it forms part of a contract containing one or more embedded derivatives, and Ind AS 109 permits the

entire combined contract to be designated as at FVTPL in accordance with Ind AS 109.

Financial liabilities at FVTPL are stated at fair value, with any gains or losses arising on remeasurement
recognised in Statement of Profit and Loss. The net gain or loss recognised in Statement of Profit and
Loss incorporates any interest paid on the financial liability and is included in the ‘other gains and losses'
line item in the Statement of Profit and Loss. The Group derecognises financial liabilities when, and only
when, the Group's obligations are discharged, cancelled or they expire. The difference between the
carrying amount of the financial liability derecognised and the consideration paid and payable is
recognised in Statement of Profit and Loss.

2.7.5 Other financial liabilities

Other financial liabilities (including borrowings) are subsequently measured at amortised cost.

2.7.6 Derecognition of financial liabilities

The Group derecognises financial liabilities when, and only when, the Group's obligations are discharged,
cancelled or have expired. An exchange between with a lender of debt instruments with substantially
different terms is accounted for as an extinguishment of the original financial liability and the recognition
of a new financial liability, Similarly, a substantial modification of the terms of an existing financial
liability (whether or not attributable to the financial difficulty of the debtor) is accounted for as an
extinguishment of the original financial liability and the recognition of a new financial liability. The
difference between the carrying amount of the financial liability derecognised and the consideration paid
and payable is recognised in profit or loss.

2.8 Investment in Subsidiaries

The investment in subsidiaries are carried at cost as per IND AS 27. The Group regardless of the nature of
its involvement with an entity (the investee), determines whether it is a parent by assessing whether it
controls the investee. The Group controls an investee when it is exposed, or has rights, to variable returns
from its involvement with the investee and has the ability to affect those returns through its power over
the investee.
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Thus, the Group controls an investee if and only if it has all the following:
• power over the investee;
• exposure, or rights, to variable returns from its involvement with the investee and
• the ability to use its power over the investee to affect the amount of the returns.

Investments are accounted in accordance with Ind AS 105 when they are classified as held for sale. On
disposal of investment, the difference between its carrying amount and net disposal proceeds is charged
or credited to the statement of profit and loss.

2.9 Inventories

Inventories comprise of Raw Materials, Work in Progress, Stores and spares, Packing Materials and
Finished Goods.

Cost of Raw Materials, Work in Progress, Stores & Spares, Packing Material is determined at FIFO Basis.

Finished Goods and stock in trade is valued at lower of cost or net realisable value.

2.10 Revenue recognition

Revenue from contacts with customer is recognized when control of the goods or services are transferred
to the customer at an amount that reflects the consideration to which the Group expects to be entitled in
exchange for those goods or services. Revenue is measured based on the transaction price which is the
consideration, adjusted for discount and other credits, if any, as specified in the contract with customer.
The Group presents revenue from contracts with customer net of indirect taxes in its statement of profit
and loss. The Group assesses its revenue arrangements against specific criteria to determine if it is acting
as principal or agent. The Group has concluded that it is acting as a principal in all of its revenue
arrangement.

Sales revenue is recognized when property in the goods with all significant risk and rewards as well as
the effective control of goods usually associated with ownership are transferred to the buyer and are
recorded net of trade discounts, rebates, Value Added Tax, Goods and Service Tax and gross of Excise
Duty.
Subsidy, Claims and refunds due from Government authorities and parties, through receivable /
refundable are not recognized in the accounts, if the amount thereof is not ascertainable. These are
accounted for as and when ascertained or admitted by the concerned authorities / parties in favor of the
Company.

Revenue from sale of services

Income from services are recognized as and when the services are rendered. The Company collects service
tax/GST on behalf of the government and, therefore, it is not an economic benefit flowing to the Company.
Hence, it is excluded from revenue.

Interest Income

Interest Income is recognized on a time proportion basis taking into account the amount outstanding and
applicable interest rate.

2.11 Income Tax

The income tax expense or credit for the period is the tax payable on the current period’s taxable income
based on the applicable income tax rate adjusted by changes in deferred tax assets and liabilities
attributable to temporary differences and to unused tax losses.

The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted
at the end of the reporting period in the countries where the Group and its subsidiaries and associates
operate and generate taxable income. Management periodically evaluates positions taken in tax returns
with respect to situations in which applicable tax regulation is subject to interpretation. It establishes
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provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.

Deferred income tax is provided in full, using the liability method on temporary differences arising
between the tax bases of assets and liabilities and their carrying amount in the financial statement.
Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially
enacted by the end of the reporting period and are excepted to apply when the related deferred income tax
assets is realized or the deferred income tax liability is settled.

Deferred tax assets are recognised for all deductible temporary differences and unused tax losses only if
it is probable that future taxable amounts will be available to utilise those temporary differences and
losses. Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current
tax assets and liabilities and when the deferred tax balances relate to the same taxation authority. Current
tax assets and tax liabilities are off set where the Group has a legally enforceable right to offset and intends
either to settle on a net basis, or to realize the asset and settle the liability simultaneously.

Current and deferred tax is recognised in the Statement of profit and loss, except to the extent that it relates
to items recognised in other comprehensive income or directly in equity. In this case, the tax is also
recognised in other comprehensive income or directly in equity, respectively.

Minimum alternate tax (MAT) paid in a year is charged to statement of profit and loss as current tax. The
Group recognizes MAT credit available as an asset only to the extent that there is convincing evidence
that the Group will pay normal income tax during the specified period i.e. the period for which MAT credit
is allowed to be carried forward. In the year in which the Group recognizes MAT credit as an asset in
accordance with the Guidance note on Accounting for Credit available in respect of Minimum Alternate
Tax under the Income Tax Act, 1961, the said asset is created by way of credit to the statement of profit
and loss and shown as “MAT Credit Entitlement” under the deferred tax assets. The Group reviews the
“MAT Credit Entitlement” asset at each reporting date and writes down the asset to the extent the Group
does not have convincing evidence that it will pay normal tax during the specified period.

2.12 Employee Benefits

2.12.1 Short-term obligations

Liabilities for wages and salaries, including non-monetary benefits that are expected to be settled wholly
within twelve months after the end of the period in which the employees render the related service are
recognized in respect of employee service upto the end of the reporting period and are measured at the
amount expected to be paid when the liabilities are settled. The liabilities are presented as current
employee benefit obligations in the balance sheet.

2.12.2 Post-employment

Defined contribution plan

The Group makes specified monthly contribution towards employee provident fund to Employees’
Provident Fund. The Group’s contributions to the fund are recognised in the Statement of Profit and Loss
in the financial year to which the employee renders the service.

Defined benefit plan

The Group’s gratuity scheme is a defined benefit plan. The present value of obligation under such defined
benefit plan is determined based on actuarial valuation carried at the year-end using the Projected Unit
Credit Method, which recognises each period of service as giving rise to additional unit of employee
benefit entitlement and measures each unit separately to build up the final obligation. The obligation is
measured at the present value of the estimated future cash flows. The discount rate used for determining
the present value of the obligation under defined benefit plans, is based on the market yields on
Government securities as at the balance sheet date.

The Group recognizes the following changes in the net defined benefit obligation under Employee benefit
expense in statement of profit or loss:
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· Service costs comprising current service costs, past-service costs, gains and losses on curtailments and
non-routine settlements
· Net interest expense or income

Remeasurements, comprising of actuarial gains and losses, the effect of the asset ceiling, excluding
amounts included in net interest on the net defined benefit liability and the return on plan assets
(excluding amounts included in net interest on the net defined benefit liability), are recognized
immediately in the Balance Sheet with a corresponding debit or credit to retained earnings through other
comprehensive income in the period in which they occur. Remeasurements are not reclassified to profit
or loss in subsequent periods.

2.13 Segment reporting

The accounting policies adopted for segment reporting are in conformity with the accounting policies
adopted for the Company. The Company’s operating businesses are organized and managed separately
according to the nature of products and services provided, with each segment representing a strategic
business unit that offers different products and serves different markets. The analysis of geographical
segments is based on the areas in which major operating divisions of the Company operate.

Further, inter-segment revenue has been accounted for based on the transaction price agreed to between
segments which is primarily market based. Unallocated items include general corporate income and
expense items, which are not allocated to any business segment.

However, the company has no separate business and geographical segments to be reported.

2.14 Earnings Per Share

Basic earnings per share are calculated by dividing the net profit or loss for the period attributable to
equity shareholders by the weighted average number of equity shares outstanding during the period. The
weighted average number of equity shares outstanding during the period is adjusted for events such as
bonus issue, bonus element in a rights issue, share split, and reverse share split (consolidation of shares)
if any that have changed the number of equity shares outstanding, without a corresponding change in
resources.

For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable
to equity shareholders and the weighted average number of shares outstanding during the period are
adjusted for the effect of all potentially dilutive equity shares.

2.15 Borrowing costs

Borrowing cost includes interest, amortization of ancillary costs incurred in connection with the
arrangement of borrowings and exchange differences arising from foreign currency borrowings to the
extent they are regarded as an adjustment to the interest cost.

General and specific borrowing costs directly attributable to the acquisition, construction or production
of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for
their intended use or sale, are added to the cost of those assets, until such time as the assets are
substantially ready for their intended use or sale. All other borrowing costs are recognized in Statement
of Profit and Loss in the period in which they are incurred.

2.16 Cash and cash equivalents

Cash and cash equivalent in the balance sheet comprise cash at banks and on hand and short-term
deposits with an original maturity of three months or less, that are readily convertible to a known amount
of cash and subject to an insignificant risk of changes in value.

For the purpose of presentation in the statement of cash flows, cash and cash equivalents includes cash
on hand, deposit held at call with financial institutions, other short–term, highly liquid investments with
original maturities of three months or less that are readily convertible to known amounts of cash and
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which are subject to an insignificant risk of changes in value, and bank overdrafts. Bank overdrafts are
shown within borrowings in current liabilities in the balance sheet.

2.17 Foreign currency translation Functional and presentation currency

The Group’s Financial Statements are presented in Indian rupee (₹) which is also the Group’s
functional currency. Foreign currency transaction are recorded on initial recognition in the functional
currency, using the exchange rate prevailing at the date of transaction.

Measurement of foreign currency item at the balance sheet date

• Foreign currency monetary assets and liabilities denominated in foreign currency are translated at the
exchange rates prevailing on the reporting date.
• Non-monetary items that are measured in terms of historical cost in a foreign currency are translated
using the exchange rates at the dates of the initial transactions.

Exchange differences

Exchange differences arising on settlement or translation of monetary items are recognised as income or
expense in the Statement of Profit & Loss.

2.18 Provisions, Contingent Liabilities

2.19.1 Provisions

A provision is recognized when the Group has a present obligation (legal or constructive) as a result
of past event, it is probable that an outflow of resources embodying economic benefits will be required
to settle the obligation and a reliable estimate can be made of the amount of the obligation. These
estimates are reviewed at each reporting date and adjusted to reflect the current best estimates. If the
effect of the time value of money is material, provisions are discounted using a current pre-tax rate that
reflects, when appropriate, the risks specific to the liability. When discounting is used, the increase in
the provision due to the passage of time is recognized as a finance cost.

When the Group expects some or all of a provision to be reimbursed, reimbursement is recognised as
a separate asset, but only when the reimbursement is virtually certain. The expense relating to a
provision is presented in the statement of profit and loss net of any reimbursement.

If the effect of the time value of money is material, provisions are discounted using a current pre-tax
rate that reflects, when appropriate, the risks specific to the liability. When discounting is used, the
increase in the provision due to the passage of time is recognised as a finance cost in respective
expense.

2.19.2 Contingent Liabilities

A contingent liability is a possible obligation that arises from past events whose existence will be
confirmed by the occurrence or non-occurrence of one or more uncertain future events beyond the
control of the Group or a present obligation that is not recognized because it is not probable that an
outflow of resources will be required to settle the obligation. A contingent liability also arises in
extremely rare cases, where there is a liability that cannot be recognized because it cannot be measured
reliably. The Group does not recognize a contingent liability but discloses its existence in the financial
statements unless the probability of outflow of resources is remote.

2.20 Fair value measurement

The Group measures financial instruments, such as investments (other than equity investments in
subsidiaries and joint ventures) and derivatives at fair value at each Balance Sheet date.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an ordinary
transaction between market participants at the measurement date. The fair value measurement is based
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on the presumption that the transaction to sell the asset or transfer the liability takes place either:
• In the principal market for asset or liability, or
• In the absence of a principal market, in the most advantageous market for the asset or liability.

The principal or the most advantageous market must be accessible by the Group. The fair value of an
asset or liability is measured using the assumptions that market participants would use when pricing
the asset or liability, assuming that market participants act in their economic best interest. A fair value
measurement of a non- financial asset takes into account a market participant’s ability to generate
economic benefits by using the asset in its highest and best use or by selling it to another market
participant that would use the asset in its highest and best use.

The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient
data are available to measure fair value, maximizing the use of relevant observable inputs and
minimizing the use of unobservable inputs.

All assets and liabilities for which fair value is measured or disclosed in the financial statements are
categorized within the fair value hierarchy, described as follows, based on the lowest level input that is
significant to the fair value measurement as a whole:

• Level 1- Quoted (unadjusted) market prices in active markets for identical assets or liabilities
• Level 2- Valuation techniques for which the lowest level input that is significant to the fair value
measurement is directly or indirectly observable
• Level 3- Valuation techniques for which the lowest level input that is significant to the fair value
measurement is unobservable

For assets and liabilities that are recognized in the financial statements on a recurring basis, the Group
determines whether transfers have occurred between levels in the hierarchy by re-assessing
categorization (based on the lowest level input that is significant to fair value measurement as a whole)
at the end of each reporting period. For the purpose of fair value disclosures, the Group has determined
classes of assets and liabilities on the basis of the nature, characteristics and risks of the asset or liability
and the level of the fair value hierarchy as explained above.

2.21 Critical accounting estimates and assumptions

The preparation of these Consolidated financial statements requires the management to make
judgments, use estimates and assumptions that affect the reported amounts of revenues, expenses,
assets and liabilities, and the account grouping disclosures, and the disclosure of contingent liabilities.
Uncertainty about these judgements, assumptions and estimates could result in outcomes that require
a material adjustment to the carrying amount of the asset or liability affected in future periods.

i. Taxes

Uncertainties exist with respect to the interpretation of tax regulations, changes in tax laws, and the
amount and timing of future taxable income. Given the wide range of business relationships differences
arising between the actual results and the assumptions made, or future changes to such assumptions,
could necessitate future adjustments to tax income and expense already recorded. The Group
establishes provisions, based on reasonable estimates. The amount of such provisions is based on
various factors, such as experience of previous tax assessments and differing interpretations of tax
regulations by the taxable entity and the responsible tax authority.

ii. Employee benefit plans

The cost of defined benefit plans (i.e. Gratuity benefit) is determined using actuarial valuations. An
actuarial valuation involves making various assumptions which may differ from actual developments
in the future. These include the determination of the discount rate, future salary increases, mortality
rates and future pension increases. Due to the complexity of the valuation, the underlying assumptions
and its long-term nature, a defined benefit obligation is highly sensitive to changes in these
assumptions. All assumptions are reviewed at each reporting date. In determining the appropriate
discount rate, management considers the interest rates of long term government bonds with
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extrapolated maturity corresponding to the expected duration of the defined benefit obligation. The
mortality rate is based on publicly available mortality tables for India. Future salary increases and
pension increases are based on expected future inflation rates for India.

iii. Contingencies

Contingent liabilities may arise from the ordinary course of business in relation to claims against the
Group, including legal, contractor and other claims. By their nature, contingencies will be resolved
only when one or more uncertain future events occur or fail to occur. The assessment of the existence,
and potential quantum, of contingencies inherently involves the exercise of significant judgement and
the use of estimates regarding the outcome of future events.

iv. Property Plant and Equipment

Property, Plant and Equipment represent significant portion of the asset base of the Group. The charge
in respect of periodic depreciation is derived after determining an estimate of assets expected useful
life and expected value at the end of its useful life. The useful life and residual value of Group’s assets
are determined by Management at the time asset is acquired and reviewed periodically including at
the end of each year. The useful life is based on historical experience with similar assets, in anticipation
of future events, which may have impact on their life such as change in technology.

v. Impairment of non-financial assets

The Group assesses at each reporting date whether there is an indication that an asset including
intangible assets having indefinite useful life and goodwill may be impaired. If any indication exists,
or when annual impairment testing for an asset is required, the Group estimates the asset’s recoverable
amount. An asset’s recoverable amount is the higher of an asset’s CGU’S fair value less cost of
disposal and its value in use. Where the carrying amount of an asset or CGU exceeds its recoverable
amount, the asset is considered impaired and is written down to its recoverable amount. In assessing
value in use, the estimated future cash flows are estimated based on past trend and discounted to their
present value using a pre-tax discount rate that reflects current market assessments of the time value
of money and the risks specific to the asset. In determining fair value less costs of disposal, recent
market transactions are taken into account. If no such transactions can be identified, an appropriate
valuation model is used. These calculations are corroborated by valuation multiples, or other fair value
indicators.

vi. Provision for expected credit losses (ECL) of trade receivables and contract assets

The Group follows ‘simplified approach’ for recognition of impairment loss allowance on trade
receivables. Under this approach the Group does not track changes in credit risk but recognizes
impairment loss allowance based on lifetime ECLs at each reporting date. For this purpose the Group
uses a provision matrix to determine the impairment loss allowance on the portfolio of trade
receivables. The said matrix is based on historically observed default rates over the expected life of
the trade receivables duly adjusted for forward looking estimates.

Measurement of Expected Credit Loss

a. Management utilizes judgment and available information to estimate ECL.

b. Factors considered may include past payment behavior, changes in economic conditions, customer
credit ratings, industry trends, and other relevant data.
c. Regular reviews and adjustments are made based on changes in circumstances or information
affecting credit risk.

Determination of Expected Credit Loss (ECL)

a. ECL is estimated based on management's analysis, incorporating historical credit loss

experience, current economic conditions, and relevant qualitative and quantitative factors.
b. For receivables outstanding:
1-2 years: 50% ECL provision
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2-3 years: 50% ECL provision

More than 3 years: 100% ECL provision

vii. Impairment for Investments in Subsidiary & Associates

Determining whether the investments in subsidiaries are impaired requires an estimate in the value in
use of investments. In considering the value in use, the Directors have anticipated the future operating
margins, resources and availability of infrastructure, discount rates and other factors of the underlying
businesses/operations of the investee companies. Any subsequent changes to the cash flows due to
changes in the above-mentioned factors could impact the carrying value of investments.

2.22 Recent Indian Accounting Standards (Ind AS)

Ministry of Corporate Affairs (“MCA”) notifies new standard or amendments to the existing standards
under Companies (Indian Accounting Standards) Rules as issued from time to time. On March 23,
2022, MCA amended the Companies (Indian Accounting Standards) Amendment Rules, 2022,
applicable from April 1, 2022, as below:

(i) Ind AS 103 – Reference to Conceptual Framework

The amendments specify that to qualify for recognition as part of applying the acquisition method, the
identifiable assets acquired, and liabilities assumed must meet the definitions of assets and liabilities
in the Conceptual Framework for Financial Reporting under Indian Accounting Standards (Conceptual
Framework) issued by the Institute of Chartered Accountants of India at the acquisition date. These
changes do not significantly change the requirements of Ind AS 103. The Group does not expect the
amendment to have any significant impact in its Financial Statements.

(ii) Ind AS 16 – Proceeds before intended use

The amendments mainly prohibit an entity from deducting from the cost of property, plant and
equipment amounts received from selling items produced while the Group is preparing the asset for
its intended use. Instead, an entity will recognise such sales proceeds and related cost in profit or loss.
The Group does not expect the amendments to have any impact in its recognition of its property, plant,
and equipment in its Financial Statements.

(iii) Ind AS 37 – Onerous Contracts - Costs of Fulfilling a Contract

The amendments specify that that the ‘cost of fulfilling’ a contract comprises the ‘costs that relate
directly to the contract’. Costs that relate directly to a contract can either be incremental costs of
fulfilling that contract (examples would be direct labour materials) or an allocation of other costs that
relate directly to fulfilling contracts. The amendment is essentially a clarification, and the Group does
not expect the amendment to have any significant impact in its Financial Statements.

(iv) Ind AS 109 – Annual Improvements to Ind AS (2021)

The amendment clarifies which fees an entity includes when it applies the ‘10 percent’ test of Ind AS
109 in assessing whether to derecognise a financial liability. The Group does not expect the
amendment to have any significant impact in its Financial Statements.

(v) Ind AS 116 – Annual Improvements to Ind AS (2021)

The amendments remove the illustration of the reimbursement of leasehold improvements by the lessor
in order to resolve any potential confusion regarding the treatment of lease incentives that might arise
because of how lease incentives were described in that illustration. The Group does not expect the
amendment to have any significant impact in its Financial Statements.

2.23 First-time adoption – mandatory exceptions, optional exemptions

The Group has prepared the opening balance sheet as per Ind AS as of April 1, 2022 (the transition
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date) by,
· recognising all assets and liabilities whose recognition is required by Ind AS,
· not recognising items of assets or liabilities which are not permitted by Ind AS,
· by reclassifying items from previous GAAP to Ind AS as required under Ind AS, and
· applying Ind AS in measurement of recognised assets and liabilities.

However, this principle is subject to the certain exception and certain optional exemptions availed by
the Group as detailed below. Since, the financial statements are the first financial statements, the first
time adoption – mandatory exceptions and optional exemptions have been explained in detail.

Derecognition of financial assets and financial liabilities:

The Group has applied the derecognition requirements of financial assets and financial liabilities
prospectively for transactions occurring on or after April 1, 2022 (the transition date).

(i) Designation of previously recognised financial instruments

The Group has designated financial liabilities and financial assets at fair value through profit or loss on
the basis of the facts and circumstances that exist at the date of transition to Ind AS.

(ii) Impairment of financial assets

The Group has applied the impairment requirements of Ind AS 109 retrospectively; however, as
permitted by Ind AS 101, it has used reasonable and supportable information that is available without
undue cost or effort to determine the credit risk at the date that financial instruments were initially
recognised in order to compare it with the credit risk at the transition date. Further, the Group has not
undertaken an exhaustive search for information when determining, at the date of transition to Ind ASs,
whether there have been significant increases in credit risk since initial recognition, as permitted by Ind
AS 101.

(iii) Deemed cost for investments in subsidiaries

The Group has elected to continue with the carrying value of all of its investments in subsidiaries
recognised as of April 1, 2022 (transition date) measured as per the previous GAAP as its deemed cost
as at the date of transition.

(iv) Deemed cost for property, plant and equipment, and intangible assets

The Group has elected to continue with the carrying value of all of its property, plant and equipment,
and intangible assets recognised as of April 1, 2022 (transition date) measured as per the previous
GAAP and use that carrying value as its deemed cost as of the transition date.

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 Shree Tirupati Balajee Agro Trading Company Limited
(Formerly known as Shree Tirupati Balajee Agro Trading Company Private Limited)
CIN: U25204MP2001PLC014855

ANNEXURE VI
Notes to the Restated Consolidated Financial Information
All amounts are ₹ in Lakhs unless otherwise stated

3 Property, plant and equipment

A. TANGIBLE ASSETS
Land Buildings Plant & Solar Electrical Computer Office Furniture Electrical Motor Car Motor Total
Particulars Machinery Power Installation Equipment & Fixtures Machine Cycle
Plant
I. Cost/Deemed Cost
Balance as at April 1 , 2021 282.64 2,923.81 4,186.84 1,421.95 158.08 115.37 121.39 178.36 1.63 136.84 6.74 9,533.65
Additions - 460.54 546.43 316.82 125.95 8.36 6.95 1.33 0.29 11.64 - 1,478.30
Disposals - 60.69 71.60 168.89 - - - - - - - (301.19)
Balance as at March 31, 2022 282.64 3,323.66 4,661.67 1,569.87 284.03 123.72 128.34 179.69 1.92 148.48 6.74 10,710.76
Additions - 0.58 41.79 6.97 3.21 3.09 1.56 4.69 0.20 20.98 - 83.07
Disposals 0.46 6.67 90.48 - - - - - - - - (97.61)
Balance as at March 31, 2023 282.18 3,317.57 4,612.98 1,576.84 287.24 126.82 129.90 184.38 2.12 169.46 6.74 10,696.23
Additions 279.84 1,656.71 619.60 0.58 159.42 3.31 5.50 2.76 0.30 - - 2,728.02
Capital subsidies received - 6.07 7.16 - - - - - - - - 13.23
Disposals - - 209.94 - 4.11 - - 0.66 - - - 214.71
Balance as at March 31, 2024 562.02 4,968.21 5,015.48 1,577.41 442.55 130.12 135.41 186.48 2.42 169.46 6.74 13,196.30
II. Accumulated depreciation
Balance as at April 1, 2021 - 694.23 3,228.79 84.53 103.90 98.80 72.26 63.63 1.29 73.53 5.79 4,426.74
Depreciation expense for the year - 105.04 361.33 149.36 26.31 11.11 16.50 16.05 0.08 14.37 0.17 700.31
Eliminated on disposal of assets - - - (47.85) - - - - - - - (47.85)
Balance as at March 31, 2022 - 799.27 3,590.12 186.04 130.21 109.91 88.75 79.68 1.37 87.90 5.95 5,079.20
Depreciation expense for the year - 104.85 233.07 150.02 19.22 6.66 19.04 15.73 0.09 16.86 0.17 565.71
Eliminated on disposal of assets - 2.24 76.23 - - - - - - - - 78.47
Balance as at March 31, 2023 - 901.87 3,746.96 336.06 149.43 116.58 107.79 95.41 1.47 104.76 6.12 5,566.44
Depreciation expense for the year - 157.08 290.42 150.08 33.26 4.67 11.35 15.60 0.11 13.51 0.17 676.26
Eliminated on disposal of assets - - 199.16 - 1.17 - - 0.41 - - - 200.74
Balance as at March 31, 2024 - 1,058.95 3,838.22 486.13 181.52 121.25 119.14 110.60 1.58 118.27 6.29 6,041.95
III. Net block balance (I-II)
As on March 31, 2024 562.02 3,909.27 1,177.26 1,091.28 261.03 8.87 16.27 75.87 0.84 51.19 0.45 7,154.35
As on March 31, 2023 282.18 2,415.70 866.02 1,240.78 137.81 10.24 22.11 88.96 0.65 64.70 0.62 5,129.79
As on March 31, 2022 282.64 2,524.39 1,071.56 1,383.83 153.82 13.81 39.59 100.01 0.55 60.58 0.79 5,631.56

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Shree Tirupati Balajee Agro Trading Company Limited
(Formerly known as Shree Tirupati Balajee Agro Trading Company Private Limited)
CIN: U25204MP2001PLC014855

B. INTANGIBLE ASSETS

Particulars Computer Total

Software
I. Cost/Deemed cost
Balance as at April 1, 2021 90.12 90.12
Additions 1.90 1.90
Disposals - -
Balance as at March 31, 2022 92.02 92.02
Additions 0.90 0.90
Disposals - -
Balance as at March 31, 2023 92.92 92.92
Additions - -
Disposals - -
Balance as at March 31, 2024 92.92 92.92

II. Accumulated amortisation

Balance as at April 1, 2021 - -

Amortisation expense for the year 9.20 9.20
Eliminated on disposal of assets - -
Balance as at March 31, 2022 9.20 9.20
Amortisation expense for the year 9.29 9.29
Eliminated on disposal of assets - -
Balance as at March 31, 2023 18.49 18.49
Amortisation expense for the year 9.29 9.29
Eliminated on disposal of assets - -
Balance as at March 31, 2024 27.78 27.78

III. Net block balance (I-II)

As on March 31, 2024 65.14 65.14
As on March 31, 2023 74.43 74.43
As on March 31, 2022 82.82 82.82

i) The Company has not revalued its intangible assets as on each reporting year and
therefore Schedule III disclosure requirements with respect to fair value details is not
applicable.

C. CAPITAL WORK IN PROGRESS

Particulars Total
I. Cost/Deemed Cost
Balance as at April 1, 2021 842.97
Additions 2,710.91
Disposals 2,140.60
Balance as at March 31, 2022 1,413.29
Additions 786.08
Disposals -
Balance as at March 31, 2023 2,199.36
Additions 1,432.08
Disposals 2,044.63
Balance as at March 31, 2024 1,586.81

281
 Shree Tirupati Balajee Agro Trading Company Limited
(Formerly known as Shree Tirupati Balajee Agro Trading Company Private Limited)
CIN: U25204MP2001PLC014855

Ageing Schedule

Amount in CWIP (F.Y. March-24) Amount in CWIP (F.Y. 2022-23) Amount in CWIP (F.Y. 2021-22)
CWIP Less 1-2 years 2-3 More Total Less 1-2 years 2-3 More Total Less 1-2 2-3 More Total
than 1 years than 3 than 1 years than 3 than 1 years years than 3
year years year years year years

Projects in 1,143.64 114.02 329.15 - 1,586.81 786.08 1,413.29 - - 2,199.36 1,413.29 - - - 1,413.29
Progress

Projects - - - - - - - - - - - - - - -
temporarily
suspended

D. RIGHT OF USE ASSET

As on 1st April 2021 111.92
Additions/Deletions -
Depreciation 5.72
As on 31st March 2022 106.19
Additions/Deletions -
Depreciation 5.72
As on 31st March 2023 100.47
Additions/Deletions -
Depreciation 5.72
As on 31st March 2024 94.75

(a) There are no impairment losses recognised during the year ended March 31, 2024, March 31, 2023, March 31,
2022 and March 31, 2021

(b) Assets pledged as security - Assets of Land, Plant & machinery, Electrical Installation are pledged as security as
per given in Note No. 15.

(c) The Company has not revalued its property, plant and equipment as on each reporting period and therefore
Schedule III disclosure requirements with respect to fair value details is not applicable.

(d) The Company does not hold any immovable property, other than properties where the Company is the lessee
and the lease agreements are duly executed in favour of the lessee, whose title deeds are not held in the name of
the Company.

282
Shree Tirupati Balajee Agro Trading Company Limited
(Formerly known as Shree Tirupati Balajee Agro Trading Company Private Limited)
CIN: U25204MP2001PLC014855

4 Investments

Particular As at March 31, As at March 31, As at March 31,

2024 2023 2022
No. of Amount No. of Amount No. of Amount
Units Units Units
Non-current
Trade Investment
SVC Long Term Subordinated Bonds(LTSB) - 3.00 - - - -
Investment in Shares of SVC Bank 100.00 0.03 100.00 0.03 100.00 0.03
Investment in Union Corporate Bond - - 1,72,819.011 19.01 1,72,819.011 18.43
SUD Life (Insurance Policy) - 41.06 - 22.59 - 6.23
India First Life Insurance Company Ltd. - 54.65 - 41.83 - 24.56

Investment in Gold
Gold Coins - 8.95 - 8.49 - 7.31
Total 107.68 91.93 56.56

Total aggregate unquoted investments

Aggregate amount of market value of - 8.95 - 27.49 - 25.75
quoted investments
Aggregate amount of cost of quoted - 3.57 - 21.56 - 21.56
investments
Aggregate amount of cost of unquoted - 98.73 - 64.44 - 30.81
investments
Aggregate amount of impairment value - - - - - -
of investments

a) Investment in Union Corporate Bond is Lein marked against LC Limit with Union Bank of India

b) Investment in subsidiaries

(i) Investment in equity shares (At cost, trade, fully paid)

Name of the Body Nominal As at March 31, As at March 31, As at March 31,
Corporate Value 2024 2023 2022
per Share No. of Amount No. of Amount No. of Amount
Units Units Units
Honourable Packaging 10 1,93,500 286.21 1,93,500 286.21 1,93,500 286.21
Pvt. Ltd.
Jagannath Plastics Pvt. 10 6,64,685 841.96 6,64,685 841.96 6,64,685 841.96
Ltd.
Shree Tirupati Balajee 10 52,81,536 493.56 52,81,536 493.56 52,81,536 493.56
FIBC Ltd.

5 Loans & Advances

Particulars As at March 31, As at March As at March

2024 31, 2023 31, 2022
Non-current - unsecured, considered good
Advance for Plot - 256.14 256.14
Total - 256.14 256.14
Current
Advances to related Parties 871.63 77.35 1,021.86
Other Loans - 277.73 11.00
Other Advances 2,216.73 52.06 82.73
Total 3,088.36 407.14 1,115.59

283
Shree Tirupati Balajee Agro Trading Company Limited
(Formerly known as Shree Tirupati Balajee Agro Trading Company Private Limited)
CIN: U25204MP2001PLC014855

6 Other financial assets

Particulars As at March 31, As at March As at March
2024 31, 2023 31, 2022
Non-Current - unsecured, considered good
(a) Security Deposits 659.08 711.09 688.29
(b) Deposits with bank
- Margin money deposits with banks (held as lien by bank) 216.62 623.22 650.13
(c) Subsidy Receivable 183.00 267.06 886.85
Total 1058.70 1,601.38 2,225.27

7 Inventories
Particulars As at March 31, As at March As at March
2024 31, 2023 31, 2022
Raw Materials 4,001.00 2,924.43 3,459.77
Work in Progress 18,597.88 13,244.93 12,398.24
Finished Goods 2,216.75 3,637.20 3,226.62
Stores and Spares 394.23 339.70 330.32
Total 25,209.85 20,146.26 19,414.95

8 Trade receivables
Particulars As at March 31, As at March As at March
2024 31, 2023 31, 2022
Trade receivables
(a) Unsecured, considered good 9615.07 5,405.05 5,096.38
Less: Allowance for Expected Credit Loss (329.60) (298.15) (278.61)
Total 9285.47 5,106.91 4,817.77

a) Ageing of Trade receivables

F.Y. 2023-24

Outstanding for following periods from due date of payment

Particulars Less than 6 months-1 1-2 years 2-3 years More than 3 Allowances for Total
6 months year years expected credit
loss
UNDISPUTED
RECEIVABLES
Considered good 9,245.59 4.04 60.06 11.62 293.76 (329.60) 9,285.47
DISPUTED
RECEIVABLES
Considered good - - - - - - -
Considered doubtful - - - - - - -

F.Y. 2022-23
Outstanding for following periods from due date of payment
Particulars Less than 6 months-1 1-2 years 2-3 years More than 3 Allowances Total
6 months year years for
expected
credit loss
UNDISPUTED
RECEIVABLES
Considered good 5,069.40 8.23 12.52 46.03 268.87 (298.15) 5,106.91
DISPUTED
RECEIVABLES
Considered good - - - - - - -
Considered doubtful - - - - - - -

284
 Shree Tirupati Balajee Agro Trading Company Limited
(Formerly known as Shree Tirupati Balajee Agro Trading Company Private Limited)
CIN: U25204MP2001PLC014855

F.Y. 2021-22
Outstanding for following periods from due date of payment
Particulars Less than 6 1-2 2-3 years More than 3 Allowances for Total
6 months months- years years expected credit
1 year loss
UNDISPUTED
RECEIVABLES
Considered good 4,783.02 9.80 46.03 3.88 253.66 (278.61) 4,817.77
DISPUTED
RECEIVABLES
Considered good - - - - - - -
Considered doubtful - - - - - - -

9 Cash and cash equivalents

Particulars As at March As at March As at March
31, 2024 31, 2023 31, 2022
(a) Cash on hand 10.08 14.10 5.50
(b) Fixed Deposits with Scheduled Banks 18.30 399.75 659.03
(c) Current account with scheduled Banks 2.29 94.77 208.72
Total 30.67 508.62 873.25

10 Bank balances other than cash and cash equivalents

Particulars As at March As at March As at March
31,2024 31, 2023 31, 2022
(a) Term deposits with banks (with original maturity of more than three 751.03 429.85 217.57
months but less than twelve months)
Total 751.03 429.85 217.57

11 Other assets
Particulars As at March As at March As at March
31,2024 31, 2023 31, 2022
Current
(a) Security deposits given against purchase of land - - -
(b) Balance with Government Authorities 1,388.88 1,074.49 1,366.21
(c) Advance to Suppliers 1,649.83 1,860.77 1,336.53
(d) Prepaid Expenses 70.03 64.93 60.77
(e) MAT Credit Entitlement 152.51 193.15 188.17
(f) Other Receivables - - 26.34
Total 3261.26 3,193.34 2,978.03

12 Equity share capital

Particulars As at March 31, 2024 As at March 31, As at March 31,
2023 2022
No. of Shares Amount No. of Amount No. of Amount
Shares Shares
Authorised capital
8,40,00,000 (66,72,500) Equity Shares of 84,000,000 8,400.00 6,672,500 667.25 6,672,500 667.25
Rs.10/- each
84,000,000 8,400.00 6,672,500 667.25 6,672,500 667.25
Issued, subscribed and fully paid up
6,68,20,852 (11,58,000) Equity Shares of 66,820,852 6,682.09 1,158,000 115.80 1,145,747 114.57
Rs.10/- each
66,820,852 6,682.09 1,158,000 115.80 1,145,747 114.57

a) The Company has only one class of equity shares having face value as ₹ 10/- each. Every holder of equity shares is
entitled to one vote per share. In the event of liquidation of the Company, the holders of equity shares will be entitled
to receive any of the remaining assets of the Company, after distribution of all preferential amounts. Any dividend
proposed by the Board of Directors is subject to the approval of shareholders in the ensuing Annual General Meeting.
285
Shree Tirupati Balajee Agro Trading Company Limited
(Formerly known as Shree Tirupati Balajee Agro Trading Company Private Limited)
CIN: U25204MP2001PLC014855

b) Reconciliation of the number of equity shares outstanding at the beginning and at the end of the reporting year

Particulars As at March 31, As at March As at March

2024 31, 2023 31, 2022
No. of Shares Amount No. of Amount No. of Amount
Shares Shares
At the beginning of the relevant year 11,58,000 115.80 11,45,747 114.57 11,45,747 114.57
Add: Issued during the year 6,56,62,852 6,566.29 12,253 1.23 - -
At the end of the year 6,68,20,852 6,682.09 11,58,000 115.80 11,45,747 114.57

c) Details of shares held by each shareholder holding more than 5% shares:

As at March 31, 2024 As at March 31, 2023 As at March 31, 2022

Name of shareholder
Number of % holding Number % holding Number % holding
shares held in that of shares in that of shares in that
class of held class of held class of
shares shares shares
Binod Kumar Agarwal 5,90,57,490 88.38% 11,45,697 98.94% 8,59,310 75.00%
Sakul Grover - - - - 2,86,437 25.00%

d) Details of Change in % holding of the Promoters

As at March 31, 2024 As at March 31, 2023 As at March 31, 2022

Promoter Number % of % Change Number of % of % Change Number % of % Change
Name of shares total during the shares held total during the of shares total during the
held shares year shares year held shares year
Binod Kumar 5,90,57,4 88.38 - 11,45,697 98.94% 23.94% 8,59,310. 75.00% 0.00%
Agarwal 90 % 10.56% 00
Sakul Grover - - - - - -25.00% 2,86,437. 25.00% 0.00%
00

e) Aggregate number of bonus share issued and share issued for consideration other than cash during the
period of 5 years immediately preceding the reporting date:

Aggregate March 31, March March March March

Particulars number of 2024 31, 31, 31, 31,
shares 2023 2022 2021 2020
issued in 5
years
Equity shares allotted as fully paid 3,05,84,731 3,05,84,731 - - - -
bonus shares by capitalisation of
Securities Premium Account
Equity shares allotted as fully paid 2,73,15,269 2,73,15,269 - - - -
bonus shares by capitalization of
accumulated profits

13 Other Equity
Particulars As at March 31, As at March As at March
2024 31, 2023 31, 2022
Securities premium 2,484.11 3,058.47 3,039.51
Retained earnings 5,162.98 5,242.96 3,856.11
Capital Reserve 1,987.59 1,987.59 1,987.59
Remeasurement of defined benefit plan 286.24 189.98 42.84
SEZ Reinvestment Reserve 703.50 426.39 182.33
Total 10,624.42 10,905.39 9,108.39

286
Shree Tirupati Balajee Agro Trading Company Limited
(Formerly known as Shree Tirupati Balajee Agro Trading Company Private Limited)
CIN: U25204MP2001PLC014855

a) Securities premium

Particulars As at March 31, As at March As at March

2024 31, 2023 31, 2022
Balance at beginning of the year 3,058.47 3,039.51 3,039.51
Securities premium arising on issue of equity shares 2,484.11 18.96 -
Share issue costs 3,058.47 - -
Balance at end of the year 2,484.11 3,058.47 3,039.51
Amount received in excess of face value of the equity shares is recognised in Securities Premium. It will be used
as per the provisions of Companies Act, 2013, to issue bonus shares, to provide for premium on redemption of
shares, write-off equity related expenses like underwriting costs, etc.

b) Retained earnings

Particulars As at March 31, As at March As at March

2024 31, 2023 31, 2022
Balance at beginning of the year 5,242.96 3,856.11 3,018.14
Profit/(Loss) for the year 2,928.66 1,630.90 1,020.31
Less : Transfer to SEZ Reinvestment reserve (277.11) (244.06) (182.33)
Issue of Shares (2,731.53) - -
Balance at end of the year 5,162.98 5,242.96 3,856.11
Retained earnings are the profits that the Company has earned till date less any transfers to General Reserve,
dividends or other distributions to shareholders. Retained earnings is a free reserve available to the Company.

c) Capital Reserve

Particulars As at March 31, As at March As at March

2024 31, 2023 31, 2022
Balance at beginning of the year 1,987.59 1,987.59 1,988.41
Changes during the year - - (0.82)
Balance at end of the year 1,987.59 1,987.59 1,987.59

d) Remeasurement of defined benefit plan

Particulars As at March 31, As at March As at March

2024 31, 2023 31, 2022
Balance at beginning of the year 189.98 42.84 (0.78)
Remeasurement of defined benefit obligation 128.63 196.62 48.64
Income tax on above (32.37) (49.48) (5.02)
Balance at end of the year 286.24 189.98 42.84
Includes re-measurement (loss)/gain on defined benefit plans, net of taxes that will not be reclassified to statement
of profit and loss.

e) SEZ Re-investment reserve

Particulars As at March 31, As at March As at March

2024 31, 2023 31, 2022
Balance at beginning of the year 426.39 182.33 -
Additions during the year 277.11 244.06 182.33
Balance at end of the year 703.50 426.39 182.33

287
Shree Tirupati Balajee Agro Trading Company Limited
(Formerly known as Shree Tirupati Balajee Agro Trading Company Private Limited)
CIN: U25204MP2001PLC014855

14 Non-Controlling Interest
Particulars As at March 31, As at March As at March
2024 31, 2023 31, 2022
Non Controlling Interest 3,761.32 3,074.76 2,619.32
Balance at end of the year 3,761.32 3,074.76 2,619.32

15 Borrowings
Particulars As at March 31, As at March As at March
2024 31, 2023 31, 2022
Non-Current
Secured - at amortised cost
Loan from Banks & NBFCs 3,458.14 4,818.38 5,609.34
Unsecured - at amortised cost
From Directors - - 7.00
From Banks - - -
From Others 375.00 352.00 452.00
3,833.14 5,170.38 6,068.34
Current
Secured from banks:
On cash credit, packing credit and working capital demand 18,645.91 15,385.11 16,204.11
loan accounts from banks & NBFCs
Current maturities of long term borrowings 1,889.68 1,825.24 1,733.07
20,535.58 17,210.35 17,937.18
Total 24,368.72 22,380.73 24,005.52

288
Shree Tirupati Balajee Agro Trading Company Limited
(Formerly known as Shree Tirupati Balajee Agro Trading Company Private Limited)
CIN: U25204MP2001PLC014855

1) Shree Tirupati Balajee Agro Trading Company Limited

a) Summary of borrowing arrangements-

The terms of repayment of term loans and other loans are stated below:

Particulars Terms of repayment Amount Amount Amount

outstanding outstanding outstanding -
- - 31.03.2022
31.03.2024 31.03.2023
Nature of Security for Non-current borrowings:

(a)Term Loan IX (Bank of India)

Primary Security: Exclusive charge by way of Hypothecation of 60 monthly installments - - 5.62
Plant & Machinery. commencing w.e.f July 2017.
Collateral Security: First 12 installments of Rs. 0.92
1. Secured by first pari passu charge on entire fixed assets, both Lakhs, 13th to 24th installment of
present and future, including hypothecation of plant & machinery and Rs. 1.42 Lakhs, 25th to 36
EQM of land and building (Land admeasuring aournd 11623 sq. mtr. installments of Rs. 1.92 Lakhs,
and building admeasuring around 132160 sq. ft.) located at Plot no 37th to 48 installments of Rs. 2.33
192, sector I, Pithampur of company. Lakhs, 49th to 59th installment of
2. First pari passu charge by way of EQM residential house owned Rs. 2.83 Lakhs and 60th
by company at 203, 2nd Floor, Samyak Tower, 16/3 Old Palasia, installment of Rs. 2.79 Lakhs.
Indore. (Around 1400 Sq. Ft) Rate of Interest - RBLR+3.00%
3. First pari passu charge by way of EQM of office owned by with monthly rests.
company at 321, 3rd floor, Rafael Tower, 8/2 Old Palasia, Indore
(around 450 sq. ft.)
4. First pari passu charge by way of EQM of office owned by
company at 418, 419, 420 & 421, 4th floor, Rafael Tower, 8/2 Old
Palasia, Indore.
5. First pari passu charge by way of pledge of TDR of Rs 0.15 Crore
in the name of Mr. Binod Kumar Agarwal (Director).
6. Exclusive for BOI (100%) - Exclusive charge by way of EQM of
land at Khasra No. 26/6 (Part), Village Lasudiya Mori, Dewas Naka,
Teshil and District Indore (M.P.) and godown owned by the
Company.
7. Personal Guarantee of Directors of the Company namely Mr. Binod
Kumar Agarwal and Mr. Sakul Grover.
289
Shree Tirupati Balajee Agro Trading Company Limited
(Formerly known as Shree Tirupati Balajee Agro Trading Company Private Limited)
CIN: U25204MP2001PLC014855

(b) Axis Bank Limited (ECLGS 2 Extension)

Security
Extension of Hypothecation by way of second charge on primary Repayable in 47 monthly principal 103.13 110.00 110.55
securities available for existing securities. instalments of Rs. 229166 each
Collateral: Extension of second charge on existing security. and one instalment of Rs. 229198
NCGTC Cover starting after 24 months’
moratorium. Rate of Interest -
Repo Rate + 2.75% p.a.

(c) Bank of India Term Loan (FBWC-Demand Loan CESS)

Primary Security: Extension of Charge on existing securities - Repayable in 18 monthly - - 79.00
Hypothecation of entire current assets of the Company on pari passu structured installments after
basis, hypothecation of plant & machinery, EQM of entire fixed/ moratorium period of 6 months,
movable assets of the Company on pari passu basis, extension of first 6 installments of Rs. 10
guarantees available in the account. Lakhs, Next 11 installments of
Rs. 29 Lakh & Last installments
Collateral Security: of Rs. 21 Lakhs. Rate of Interest :
1. Secured by first pari passu charge on entire fixed assets, both 1 Year RBLR
present and future, including hypothecation of plant & machinery and
EQM of land and building (Land admeasuring aournd 11623 sq. mtr.
and building admeasuring around 132160 sq. ft.) located at Plot no
192, sector I, Pithampur of company.
2. First pari passu charge by way of EQM residential house owned
by company at 203, 2nd Floor, Samyak Tower, 16/3 Old Palasia,
Indore. (Around 1400 Sq. Ft)
3. First pari passu charge by way of EQM of office owned by
company at 321, 3rd floor, Rafael Tower, 8/2 Old Palasia, Indore
(around 450 sq. ft.)
4. First pari passu charge by way of EQM of office owned by
company at 418, 419, 420 & 421, 4th floor, Rafael Tower, 8/2 Old
Palasia, Indore.
5. First pari passu charge by way of pledge of TDR of Rs 0.15 Crore
in the name of Mr. Binod Kumar Agarwal (Director).
6. Exclusive for BOI (100%) - Exclusive charge by way of EQM of
land at Khasra No. 26/6 (Part), Village Lasudiya Mori, Dewas Naka,
Teshil and District Indore (M.P.) and godown owned by the
Company.

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Shree Tirupati Balajee Agro Trading Company Limited
(Formerly known as Shree Tirupati Balajee Agro Trading Company Private Limited)
CIN: U25204MP2001PLC014855

7. Personal Guarantee of Directors of the Company namely Mr. Binod

Kumar Agarwal and Mr. Sakul Grover.
(d) Bank of India Term Loan (GECL 2.0 Extension)
Primary Security: Extension of second charge of hypothecation on Repayable in 48 EMI of Rs. 373.98 485.50 520.00
entire current assets of the company including stock, book debts etc 12,65,814/- (all installments are
both present & future charge on existing securities - Hypothecation including interest) after
of entire current assets of the Company, Hypothecation of Plant & moratorium period of 12 months.
Machinery, EQM of Land & Building entire fixed/ immovable assets Rate of Interest : 1% over RBLR
of the Company. with monthly rests
Collateral Security: Extension of second charge on existing
collateral security including mortgage created in favor of the bank.
NCGTC Cover

(e)Bank of India Term Loan (GECL 2.0)

Security: Extension of second charge of hypothecation on entire Repayable in 48 monthly 409.33 597.67 770.53
current assets of the firm including stock, book debt etc both present installments of Rs. 19,66,203 each
& future charge on existing securities - Hypothecation of entire (all installments are including
current assets of the Company, Hypothecation of P & M, EQM of interest) after initial moratorium
Land & Building entire fixed/ immovable assets of the Company. period of 12 months. Rate of
Collateral- Extension of second charge on existing collateral security Interest - 1% over RBLR Per
including mortgage created in favor of the bank. annum.
NCGTC Cover

(f) Axis Bank (ECLGS)

Security: Extension of second charge of hypothecation on the entire Repayable in 48 equal monthly 99.17 158.67 224.64
current assets of the firm including stock, book debt etc. both present principal instalments of 47
& future. instalments of Rs. 495833 each
Collateral: Extension of Second charge on existing collateral and one instalment of Rs. 495847
security. starting after 12-month
NCGTC Cover moratorium. Rate of Interest -
Repo Rate + 2.75% p.a.
(g) SVC Bank (Solar Loan) Repayable in 77 Monthly 491.78 638.29 760.71
Security: EM of Land at village Sidhipur, Ujjain & Hypothecation of installments of Rs. 10.71 Lakhs
Electrical Installations for Solar Power plant installed at Ujjain. each and last installment of Rs.
Personal Guarantee of Mr. Binod Kumar Agarwal and Mr. Sakul 0.33 lakh starting after 6 months
Grover. moratorium. Rate of Interest
9.75% p.a.
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Shree Tirupati Balajee Agro Trading Company Limited
(Formerly known as Shree Tirupati Balajee Agro Trading Company Private Limited)
CIN: U25204MP2001PLC014855

(h) UBI (UGECL 2.0 Extension) Repayable in 48 EMI of Rs. 107.50 120.00 120.00
Security: Extension of second charge on existing securities charged 2,92,110 starting after 24 months
with the bank moratorium from date of first
disbursal. Rate of Interest -1 Year
NCGTC Cover MCLR+ 0.60%

(i) UBI Term Loan (UGECL 2.0) Repayable in 48 EMI of Rs. 127.04 181.19 231.39
Security: Extension of second charge on existing securities charged 5,72,485.54 starting after 12
with the bank months moratorium from date of
first disbursal. Rate of Interest -
NCGTC Cover EBLR + 1% or 9.25% which is
lower.

(j) HDFC Bank Ltd. (GECL-WCTL) Repayalbe in 48 EMI of Rs. 71.85 98.52 119.50
Security: Extension of second ranking charge over existing primary 2,88,938 starting after 12 months
and collateral securities including mortgages created in favour of the moratorium from date of first
Bank. disbursal. Rate of Interest -9.25%
the spread (2.32) will be modified
NCGTC Cover basis the TBILL rate applicable on
loan booking date.

(k) SVC Bank (WCTL under ECLGS)

Security: Second charge on existing primary and collateral securities Repayable in 47 EMI of Rs. 5.40 253.60 261.01 259.00
of the firm. Lakhs & last EMI of Rs. 5.20
Lakhs starting after 24 months
NCGTC Cover moratorium. Rate of Interest -
(PLR-11.45%) presently 9.25%
p.a.

(l) Tata Capital (Guaranteed Emergency Credit Line 2)

Security: Second charge on Fixed Deposit taken for existing loan/ Repayable in 60 Months - 42.44 57.49
facility amount with a Bank as acceptable to TCFSL, duly lien (including 12 months
marked on principle and interest in favour of TCFSL submitted for moratorium), 47 Instalments of
WCDL facility. Rs. 1.25 Lakhs & last instalment
of Rs. 1.24 Lakhs, Rate of Interest
NCGTC Cover - 12.00% p.a.
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Shree Tirupati Balajee Agro Trading Company Limited
(Formerly known as Shree Tirupati Balajee Agro Trading Company Private Limited)
CIN: U25204MP2001PLC014855

(M) Term Loan II KOTAK MAHINDRA BANK 6 Monthly Installments of Rs. 2.63
Lakhs, Next 68 installments of Rs. 63.07 88.31 112.27
2.68 Lakhs & Last installments of
Rs. 2.63 Lakhs (all installments
are including interest), Rate of
Interest - 6 Months K-
MCLR+0.45%
(N) Term Loan IV KOTAK MAHINDRA BANK 5 Monthly Installments of Rs. 3.81
Lakhs, Next 59 installments of Rs. 59.20 99.29 137.06
3.96 Lakhs & Last installments of
Rs. 3.11 Lakhs (all installments
are including interest), Rate of
Interest - 6 Months K-
MCLR+0.45%

(o) Kotak Mahindra Bank (Machinery Loan) 35 Monthly Installments of Rs.

1.34 Lakhs & Last Installments of - 3.47 18.69
Rs. 1.33 Lakhs (all installments
are including interest), Rate of
Interest -Repo Rate + spread @
2.90 %
(p) Kotak Mahindra Bank New Term Loan 59 Monthly Installments of Rs. 171.14 225.32
Security for Kotak Mahindra Bank Loans: Equitable mortgage of 6.19 Lakhs each & Last 278.18
industrial property situated at Plot No.640, Sector - III, Industrial Installment of Rs. 5.88 Lakhs (all
Area, Pithampur, Dist. Dhar (M.P.) and Personal Guarantee of installments are including
Directors of the Company namely Mrs. Sunita Agarwal and Mr. interest), Rate of Interest - Repo
Binod Kumar Agarwal. Lien Marked of FDR of Rs. 45.56 Lakhs for Rate + spread @ 3.50 %
the Kotak Mahindra Bank (Machinery Loan) only.
(q) KOTAK MAHINDRA BANK (GECL) Repayable in 48 equal monthly
Security: Extension of first and exclusive charge on Fixed Assets installments after moratorium 130.21 194.10 253.43
(Plant & Machineries) situated at Plot No.640, sector - III, pithampur, period of 12 months, 47
Dist. Dhar (M.P.). Extension of equitable mortgage of industrial instalments of Rs. 6.35 lakhs each
property situated at Plot No.640, Sector - III, Industrial Area, and last instalment of Rs. 6.30
Pithampur, Dist. Dhar (M.P.). lakhs. Rate of Interest 7.45 % P.A.
NCGTC Cover

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Shree Tirupati Balajee Agro Trading Company Limited
(Formerly known as Shree Tirupati Balajee Agro Trading Company Private Limited)
CIN: U25204MP2001PLC014855

(r) SIDBI Machinery Term Loan (ARISE) Repayable in 54 monthly 89.30 122.22 145.87
Security: 1. Secured by hypothecation of all equipment, Plants, installments after moratorium
machineries and other assets of the borrower which have been period of 6 months, 53 monthly
acquired under the ARISE scheme. installment of Rs. 2.70 Lakhs &
2. Whole of the borrower's unencumbered movable assets. Last installment of Rs. 2.77 Lakh ,
3. All the assets which have been charged by the borrower in favour Rate of Interest Repo Rate +
of SIDBI vide deed of hypothecation dated 11.06.2021, 27.07.2021, 2.15%
03.03.2021, for securing the earlier term loan of Rs. 92.50 lakhs, Rs.
222 lakhs & Rs. 52.14 Lakhs
4. Personal Guarantee of Mr. Binod Kumar Agarwal and Mr. Sakul
Grover.

(s) SIDBI Machinery Term Loan (PRATHAM) Repayable in 54 monthly

Security : installments after moratorium 115.02 169.68 222.22
Primary Security: Secured by hypothecation in favour of SIDBI of period of 6 months, 53 monthly
all the movables including plant, equipment, machinery, machinery installment of Rs. 4,44,500 & Last
spares, tools, accessories, furniture, fixtures, computers etc. acquired installment of Rs. 4,41,500, Rate
under the Pratham Scheme. of Interest - 7.88% p.a.
Collateral Security:
1. Pledge of FDR with face value of Rs. 72 lakhs with lien marked in
favour of SIDBI.
2. Extension of first charge by way of hypothecation in favour of
SIDBI of all the movables of the borrower including plant,
equipment, machinery, spares, tools, accessories, furniture, fixtures,
computer etc acquired under previous financial assistance of SIDBI.
3. Extension of Pledge of FDR with face value of Rs. 23.60 lakhs with
lien marked in favour of SIDBI.
4. Extension of Pledge of FDR with face value of Rs. 25 lakhs with
lien marked in favour of SIDBI.
5. Personal Guarantee of Mr. Binod Kumar Agarwal and Mr. Sakul
Grover.

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Shree Tirupati Balajee Agro Trading Company Limited
(Formerly known as Shree Tirupati Balajee Agro Trading Company Private Limited)
CIN: U25204MP2001PLC014855

(t) SIDBI Machinery Term Loan (SPEED)

Security : Repayable in 54 monthly
1. Secured by first charge on all equipment, Plants, machineries and installments after moratorium
other assets of the borrower which have been acquired under the period of 6 months, 53 monthly
SPEED Scheme. installments of Rs. 1,85,000 &
2. Pledge of FDR with face value of Rs. 25 lakhs with lien marked in Last installment of Rs. 96,000,
favour of SIDBI. Rate of Interest 8.23% p.a.
3. Personal Guarantee of Mr. Binod Kumar Agarwal and Mr. Sakul
Grover.
Collateral Security :
1. Pledge of FDR with face value of Rs. 72 lakhs with lien marked in 37.88 60.46 92.60
favour of SIDBI.
2. Extension of first charge by way of hypothecation in favour of
SIDBI of all the movables of the borrower including plant,
equipment, machinery, spares, tools, accessories, furniture, fixtures,
computer etc. acquired under previous financial assistance of SIDBI.
3. Extension of Pledge of FDR with face value of Rs. 23.60 lakhs with
lien marked in favour of SIDBI.
4. Extension of Pledge of FDR with face value of Rs. 25 lakhs with
lien marked in favour of SIDBI.

(u) SIDBI Roof Top Solar Loan:-

Security: Secured by hypothecation of Rooftop Solar Plant & other Repayable in 54 monthly 25.15 38.24 51.13
equipment related to Rooftop Solar Plant and Personal Guarantee of installments after moratorium
Mr. Binod Kumar Agarwal and Mrs. Sunita Agarwal. period of 6 months, 53 monthly
installment of Rs. 1.09 Lakhs &
Last installment of Rs. 0.99 Lakh ,
Rate of Interest 8.43% P.A.
(v) SIDBI MACHINERY T/L (4E-FIN) D00064R3
Security : Repayable in 36 monthly 39.72 - -
Primary Security: installments from date of first
Secured by first charge by way of hypothecation on all equipment, disbursement, 35 monthly
plants, Machineries and other assets of the borrower which have been installments of Rs. 1,54,000 each
or proposed to be acquired under the SIDBI Loan of Rs. 55 Lakh. & Last installments of Rs.
1,10,000, Rate of Interest - 2.10%
Collateral Security: p.a. above repo rate.
1. Pledge of FD Having Face Value of Rs. 13.50 Lakh.

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(Formerly known as Shree Tirupati Balajee Agro Trading Company Private Limited)
CIN: U25204MP2001PLC014855

2. Extension of First Charge on pledged FD Having Value of Rs.

157.10 Lakh.
3. Extension of First Charge by way of hypothecation to all the assets
financed in previous loans SIDIB.
4. Personal Guarantee of Mr. Binod Kumar Agarwal.
(w) SIDBI MACHINERY T/L (4E-FIN) D00067M3
Security: Repayable in 57 monthly 386.16 - -
Primary Security: installments from date of first
Secured by first charge by way of hypothecation on all equipment, disbursement, 56 monthly
plants, Machineries and other assets of the borrower which have been installments of Rs. 7,13,101 each
or proposed to be acquired under the SIDBI Loan of Rs. 408 Lakhs. & Last installments of Rs.
7,57,995. Rate of Interest - 2.10%
Collateral Security: p.a. above repo rate.
1. Extension of First Charge on pledged FD Having Value of Rs.
170.60 Lakh.
2. Pledge of FD Having Value of Rs. 82.00 Lakhs.
3. Extension of First Charge by way of hypothecation to all the assets
financed in previous loans SIDIB.
4. Personal Guarantee of Mr. Binod Kumar Agarwal.

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Shree Tirupati Balajee Agro Trading Company Limited
(Formerly known as Shree Tirupati Balajee Agro Trading Company Private Limited)
CIN: U25204MP2001PLC014855

b) Loan from JBB Marketing Pvt Ltd, amounting to Rs. 352 lakhs (PY March 2023 Rs. 352 lakhs PY March
2022 Rs.452 lakhs, PY April 01, 2021 Rs. Nil) are unsecured and carries interest at rate of 10% p.a. The loan is
payable after a term of 5 years.

The Company has availed working capital term loans in excess of five crore rupees, in aggregate, from banks or
financial institutions on the basis of security of current assets for the specific projects. Quarterly returns / statements
and other information filed with such Banks/ financial institutions are in agreement with the books of accounts except
for the following –

Particulars Quarter Amount Amount Reason for Difference

Ended Disclosed as Disclosed as
per Stock per Books of
Statement ( in Accounts ( In
Lakhs) Lakhs)
Inventory of Raw Materials, Mar-23 12,049.49 12,468.19 The value of inventory is
Inventory, WIP and Finished Goods taken on provisional
Inventory of Raw Materials, Sept-23 15,484.11 16,075.62 Basis at the time of
Inventory, WIP and Finished Goods submission of statement
Inventory of Raw Materials, Dec-23 15,196.42 14,997.80 to bank whereas it is
Inventory, WIP and Finished Goods valued as per company's
Inventory of Raw Materials, Mar-24 14,379.10 14,737.89 accounting policy for
Inventory, WIP and Finished Goods financial statement.

Working capital limit are secured by hypothecation of entire current assets of the company (both present and future)
including stock of raw materials, stock-in process, finished goods, stores and spares, book debts and other collateral
and guarantee given to Bank of India (Consortium) on pari passu basis. Further above loan is secured by Personal
Guarantee of Directors of the company namely Mr. Binod Kumar Agarwal and Mr. Sakul Grover and Collateral
Security as mentioned under Point No. a.

Tata Capital Financial Service Ltd. Demand Loan secured by collateral security in the form of FDR of 25% Loan under
lien and personal guarantee of the Directors of the Company namely Mr. Binod Kumar Agarwal and Mr. Sakul Grover.

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Shree Tirupati Balajee Agro Trading Company Limited
(Formerly known as Shree Tirupati Balajee Agro Trading Company Private Limited)
CIN: U25204MP2001PLC014855

2) Shree Tirupati Balajee FIBC Limited

a) Summary of borrowing arrangements
The terms of repayment of term loans and other loans are stated below:

Particulars Terms of repayment Amount Amount Amount

outstanding - outstanding outstanding -
31.03.2024 - 31.03.2022
31.03.2023
Nature of Security for Non-current borrowings:
(a)Axis Bank Term Loan (Indian Currency Loan / Foreign For Axis Bank Term Loan (FCTL to INR): 9 (0.00) 49.50 115.50
Currency Term Loan / FCTL To INR) Quarterly Instalments of Rs 16.50 Lacs each
Security commenced from December 2021. Rate of Interest
a. Exclusive charge over the entire Plant & Machineries & other is "Repo Rate + 4.40%.
movable Fixed Assets of the Company situated at Plot No. A.P. -14
(Apparel Park), SEZ Phase-II, Industrial area, Pithampur, MP-454774 For Axis Bank Term Loan: One instalment of Rs. 16.50 20.84 20.84
financed by Axis Bank. First pari passu charge by way of EM of 4,34,318.55 on 31.01.2024 and one instalment of
factory Land & Building (leasehold) from MPIDC (earlier known as Rs.16.50 Lacs on 30.04.2024. Rate of Interest is
MPAKVN) situated at Plot No. A.P. -14 (Apparel Park), SEZ Phase- "Repo Rate + 4.40%
II, Industrial area, Pithampur, MP-454774 and Pari passu charge by
way of pledge on Bank TDR with Bank of India.

b. Secured by personal guarantee of Directors of the Company, Mr

Binod Kumar Agrawal and Mr. Sakul Grover and Corporate
guarantee given by M/s Shree Tirupati Balajee Agro Trading
Company Limited.
(b) AXIS BANK (ECLGS -1 Extension):-
(i) Extension of hypothecation by way of second charge on primary Principal to be repaid in 35 equal monthly principal 183.33 200.00 100.00
securities available for existing securities. instalments of Rs. 5,55,555/- and 1 instalment of
(ii) Collateral: Extension of second charge on existing security. Rs. 5,55,575/- post moratorium period of 24 months
(iii) Guaranteed by NCGTC. from the date of first disbursement. Interest is to
served as and when debited to the account. Rate of
Interest is Repo+4.00%.
(c)Axis Bank (ECLGS 1st) :-
a. Extension of second charge on pari passu basis on entire stocks Principal to be repaid in 35 equal installments of Rs. 20.56 82.22 143.89
comprising Raw Material, Stock in progress, Finished Goods & 513888 & 1 installments of Rs. 513920. (4 Year

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Shree Tirupati Balajee Agro Trading Company Limited
(Formerly known as Shree Tirupati Balajee Agro Trading Company Private Limited)
CIN: U25204MP2001PLC014855

Debtor (present & Future) of the Company. Extension of Second Loan including 12 months moratorium). Rate of
Charge on exclusive basis on entire Plant & Machineries & other Interest is Repo Rate + 4.00 %
movable Fixed Assets of the Company financed by the axis bank.
Second charge on pari-passu basis on factory Land & Building
(leasehold) from MPIDC (earlier known as MPAKVN) situated at
Plot No. A.P. -14 (Apparel Park), SEZ Phase-II, Industrial area,
Pithampur, MP-454774 (Charge by way of EM). Second charge on
pari-passu basis on Bank TDR of Rs. 40 Lakhs (charge by way of
Pledge)
(d) Axis Bank Term Loan (New) :-
Security: Principal to be served in 23 equal Quarterly 904.58 1,092.10 750.10
(i) Primary: Exclusive pari-passu first charge over the entire plant & Installments of Rs. 45,83,334 & last installment of
machineries and other movable fixed assets of the company financed Rs. 45,83,318 commencing from June 23. Rate of
by Axis Bank. Interest is Repo Rate + 4.25%

(ii) Collateral: a. Extension of first Pari-passu charge by way of EM

of factory land & building (leasehold) from MPIDC (earlier known as
MPAKVN), Indore & factory building erected on it situated at Plot
no. 14, Apperal Park, SEZ, Phase-2, Indore, Dist.-Dhar admeasuring
area 22995 Sq. Mt. With Bank of India.
b. First pari-passu charge by way of pledge on bank TDR of Rs. 40
Lakhs with Bank of India.

(iii) Secured by personal guarantee of Directors of the Company, Mr.

Binod Kumar Agrawal and Mr. Sakul Grover and Corporate
guarantee given by M/s Shree Tirupati Balajee Agro Trading
Company Limited.
(e)BOI Car Loan:
a. Secured by way of Hypothecation of TOYOTA Car. 60 Equal Monthly Instalments of Rs. 39,066 Rate of 3.37 7.48 11.03
Interest @ 10.20 % PA.
(f) BANK OF INDIA (CESS) :-
a. Primary: Hypothecation of Stocks & Book debt (EPC/FBP) (First Payable in 24 installment including 6 months - - 36.00
Pari-passu charge in proportion of WC exposure) , Collateral : moratorium. First two installments of Rs. 0.032 Cr.,
Hypothecation of P & M and extension of exiting next two installments of Rs. 0.038 Cr., next two
EQM (First Pari- passu charge in proportion of Total Exposure), EM installments of Rs. 0.04 Cr., next 7 installments of
of factory land & building situated at Plot no. 14, Apperal Park, SEZ, Rs. 0.10 Cr., next two installments of Rs. 0.11 Cr.,
Phase-2, Indore (First Pari- passu charge in proportion of Total and last three installments of Rs. 0.12 Cr., Rate of
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Shree Tirupati Balajee Agro Trading Company Limited
(Formerly known as Shree Tirupati Balajee Agro Trading Company Private Limited)
CIN: U25204MP2001PLC014855

Exposure) and pledge of TDR (First Pari- passu charge in proportion Interest 1 year RBLR.
of Total Exposure).
b. Secured by personal guarantee of Mr. Binod Kumar Agrawal and
Mr. Sakul Grover and Corporate guarantee given by M/s Shree
Tirupati Balajee Agro Trading Company Limited.
(g) BANK OF INDIA (GECL 1.0)
a. Hypothecation of Stocks & Book debt (EPC/FBP) (Second Pari- 36 EMIs of Rs. 933186.54/- commencing after 12 50.04 152.74 246.77
passu charge in proportion of WC exposure), Hypothecation of Plant months of moratorium. Rate of Interest 0.65%
& Machinery and extension of exiting EQM on factory land & above 1 year RBLR.
building situated at Plot no. 14, Apperal Park, SEZ, Phase-2, Indore
(Second Pari- passu charge in proportion of Total Exposure) and
pledge of TDR (Second Pari- passu charge in proportion of Total
Exposure).
b. Guaranteed by NCGTC.
(h) BANK OF INDIA (GECL-1.0 Extension)
Security: Extension of Primary & Collateral Securities and NCGTC 36 EMIs of Rs. 933187/- commencing after 12 179.13 269.86 300.00
Guarantee coverage for proposed WC Term Loan. months of moratorium. Rate of Interest 0.65% above
1 year RBLR.
(i) Bank of India Term Loan (New)
Security Principal to be repaid in 24 equal Quarterly 421.26 340.05 -
i) Principal: (I) First pari-passu charge by way of equitable mortgage Installments, first 4 instalments of Rs. 12.25 lakhs
of existing Lease hold land measuring 29225 Sq meter and existing each, next 16 instalments of Rs. 21.50 lakhs each,
building having built up area situated at Plot No. 14, Apparel Park, next 3 instalments of Rs. 22.66 lakhs each and last
SEZ Phase-2, Pithampur, Dist. Dhar (M.P.) (First pari passu charge instalment of Rs. 24.00 lakhs. Rate of Interest is
in proportion of overall exposure) RBLR + CRP of 1.59%
(II) First pari-passu charge by way of equitable mortgage of proposed
building to be constructed at Plot No. 14, Apparel ark, SEZ Phase-2,
Pithampur, Dist. Dhar (M.P.) (First pari passu charge in proportion of
overall exposure)
(III) First pari passu charge by way of hypothecation of proposed
plant & machinery to be installed at Plot No. 14, Apparel Park, SEZ
Phase-2, Pithampur, Dist Dhar (M.P.) (First pari passu charge in
proportion of TL Exposure)
(ii) Collateral: (I) Exclusive Charge of BOI: Hypothecation of Plant
& Machinery of Rs.1.15 Crores .
(II) Hypothecation of Plant & Machinery (First Pari Passu charge of
remaining P&M i.e. excluding exclusive charge of BOI of Rs.0.82
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Shree Tirupati Balajee Agro Trading Company Limited
(Formerly known as Shree Tirupati Balajee Agro Trading Company Private Limited)
CIN: U25204MP2001PLC014855

crore and Axis Bank of 0.71 crore i.e. Rs. 0.84 crores less
depreciation@15%).
(III) First pari-passu charge by way of pledge on bank TDR of Rs.
0.40 Cr.
(IV) Secured by personal guarantee of Directors of the Company, Mr.
Binod Kumar Agrawal and Mr. Sakul Grover and Corporate
guarantee given by M/s Shree Tirupati Balajee Agro Trading
Company Limited

a) Loan from Mrs. Sunita Agarwal, amounting to Rs. 23 lakhs (PY March 2023 Rs. Nil lakhs PY March 2022 Rs. Nil) are interest free unsecured loan. The loan
is repayable on demand after 5 years.

b) Working Capital Loans (BOI & Axis Bank):

I. Primary:
First pari passu charge by way of hypothecation on entire stock comprising Raw Material, Stock in Process, Finished Goods and Debtors (present & future)
of the company with Bank of India.
II. Collateral:
For Axis Bank and Bank of India:
(i) First parri passu charge in proportion of total exposure by way of EM of factory land & Building(leasehold) from MPIDC (earlier known as MPAKVN),
Indore & Factory building erected on it situated at plot no.14, Apparel park, SEZ phase-2, Indore, pithampur, Dist- Dhar admeasuring area 22995 Sq. Mt.
(ii) First pari passu charge in proportion of total exposure by way of pledge on Bank TDR.
(iii) First pari passu charge by way of hypothecation of plant & machineries (other than financed by Axis Bank).

For Axis Bank Only:

Extension of charge over the entire plant & machineries & other movable fixed assets of the Company financed by Axis Bank.

III. Guarantors:
Personal guarantee of Mr. Binod Kumar Agrawal & Mr. Sakul Grover (personal guarantee of Mr. Sakul Grover is removed by Bank of India w.e.f.
06.05.2024, Bank of Baroda w.e.f. 03.05.2024 and Axis Bank w.e.f. 06.03.2024) and Corporate Guarantee of M/s Shree Tirupati Balajee Agro Trading
Company Limited.
The Company has availed working capital term loans in excess of five crore rupees, in aggregate, from banks or financial institutions on the basis of security
of current assets for the specific projects. Quarterly returns / statements and other information filed with such Banks/ financial institutions are in agreement
with the books of accounts except for the following –

301
Shree Tirupati Balajee Agro Trading Company Limited
(Formerly known as Shree Tirupati Balajee Agro Trading Company Private Limited)
CIN: U25204MP2001PLC014855

Particulars Quarter Amount Disclosed as per Amount Disclosed as Reason for Difference
Ended Stock Statement ( in Lakhs) per Books of Accounts (
In Lakhs)
Inventory of Raw Materials, Inventory, WIP and Mar-23 3,608.00 3,616.29 The value of inventory is taken on
Finished Goods provisional Basis at the time of
Inventory of Raw Materials, Inventory, WIP and Sept-23 3,955.75 4,594.24 submission of statement to bank
Finished Goods whereas it is valued as per company's
Inventory of Raw Materials, Inventory, WIP and Dec-23 4,785.26 4,639.35 accounting policy for financial
Finished Goods statement.
Inventory of Raw Materials, Inventory, WIP and Mar-24 5,266.20 4,984.28
Finished Goods

3) Honourable Packaging Private Limited

a) Summary of borrowing arrangements
The terms of repayment of term loans and other loans are stated below:

Particulars Terms of repayment Amount outstanding Amount outstanding Amount outstanding

31.03.2024 31.03.2023 31.03.2022
Nature of Security for Non-current borrowings: Repayable in 36 equated monthly
(a) Yes Bank Ltd. ECLGS 10% instalments after initial moratorium of
Security: (i) Second charge on all existing security 24 months. Rate of Interest -2.75% over 53.88 55.42 55.00
charged with the bank. & above External Benchmark Lending
(ii) 100% guarantee by NCGTC Cover Rate
(b)Yes Bank Ltd. GECL-WCTL 20%:
Security Repayable in 34 equated monthly
(i) Second Charge by way of Equiable/registered instalments. Rate of Interest - 2.75%
mortgage on property situated at 640-A, Sector-III, over & above External Benchmark 10.28 49.10 84.47
Pithampur, Dhar, Madhya Pradesh. Lending Rate
(ii) 100% guarantee by NCGTC Cover.
(c)Solar Loan from SIDBI
Payable in 53 Monthly Instalments of
Security
Rs. 109000 & Last instalments of Rs.
Secured by hypothecation of Rooftop Solar PV
99000, starting from 10.08.2021 after 24.05 37.15 50.29
Plants & Other Solar Equipment & personal
Moratorium period of 6 Months. Rate of
guarantee of Mr. Binod Kumar Agarwal and Mrs.
Interest - 8.35% p.a.
Sunita Agarwal.

302
Shree Tirupati Balajee Agro Trading Company Limited
(Formerly known as Shree Tirupati Balajee Agro Trading Company Private Limited)
CIN: U25204MP2001PLC014855

b) CC & EPC Limit from Yes Bank Security:

(i) Secured by exclusive charge by way of Hypothecation on current assets (stocks and book debts) and movable fixed assets of the both present and future.
(ii) Equitable/registered Mortgage on property situated at 640-A, Sector-III, Pithampur, Dist. Dhar (MP) - 454775
(iii) Unconditional and Irrevocable Personal guarantee of Mr. Binod Kumar Agarwal and Mr. Sakul Grover
(iv) Unconditional and Irrevocable Corporate guarantee of M/s Shree Tirupati Balajee Agro Trading Company Limited

The Company has availed working capital term loans in excess of five crore rupees, in aggregate, from banks or financial institutions on the basis of security of current
assets for the specific projects. Quarterly returns / statements and other information filed with such Banks/ financial institutions are in agreement with the books of accounts
except for the following –

Particulars Quarter Ended Amount Disclosed Amount Disclosed as Reason for Difference
as per Stock per Books of Accounts
Statement ( in ( In Lakhs)
Lakhs)
Inventory of Raw Materials, Inventory, WIP and Finished Mar-23 949.43 987.66 The value of inventory is taken on
Goods provisional Basis at the time of
Inventory of Raw Materials, Inventory, WIP and Finished Sept-23 879.24 808.42 submission of statement to bank
Goods whereas it is valued as per company's
Inventory of Raw Materials, Inventory, WIP and Finished Dec-23 967.10 1,051.98 accounting policy for financial
Goods statement.
Inventory of Raw Materials, Inventory, WIP and Finished Mar-24 1,176.66 1,250.62
Goods

303
Shree Tirupati Balajee Agro Trading Company Limited
(Formerly known as Shree Tirupati Balajee Agro Trading Company Private Limited)
CIN: U25204MP2001PLC014855

4) Jagannath Plastics Private Limited

a) Summary of borrowing arrangements
The terms of repayment of term loans and other loans are stated below:
Particulars Terms of repayment Amount Amount Amount
outstanding - outstanding - outstanding -
31.03.2024 31.03.2023 31.03.2022
Nature of Security for Non-current borrowings:
(a) Bank of Baroda (Term Loan-III) Repayable in 28 Quarterly Instalments with - - -
Security first 4 Quarterly instalments Rs 15.00 Lacs
each, Next 8 instalments of Rs 20.00 Lacs
each, Next 15 instalments of Rs. 28 Lacs
each and last instalment of Rs 27.50 lacs,
commencing from October 2014. Rate of
Interest 2.00 % above BRLLR + SP
(0.25%).
(b)Bank of Baroda (Term Loan-II)
Security Repayable in 24 Quarterly Instalments with - 73.10 137.10
Primary Securities First 5 Quarterly instalments Rs 8.00 Lacs
Secured by exclusive 1st charge by way of extension of each, next 4 instalment of Rs 10.00 Lacs
equitable mortage of Factory Land and Building each, next 8 instalments of Rs. 12.00 Lacs
admeasuring 5574 sq mtr standing in the name of the each, next 5 instalments of Rs. 16.00 Lacs
company situated at plot 640-B, Sector III, Pithampur each and last 2 instalments of Rs 19 lacs,
district Dhar. Exclusive 1st charge by way of commencing from October 2017. Rate of
hypothecation of entire Machineries, electrical Interest 2.25 % above BRLLR + SP
installations, furniture and fixtures, office equipment (0.25%).
and other movable assets belongs to the company
situated at plot 640-B, Sector III, Pithampur district
Dhar (present and future)

Collateral Securities
Equitable mortgage of residential property in the name
of Mr. Binod Kumar Agarwal situated at B-116, Space
Park, Phase 1 admeasuring 1420 sq. ft.. Lien on FDR of
Rs. 161.20 lakhs plus interest thereon Lien on FDR of
Rs. 188.00 lakhs plus interest thereon Intese extension
of primary security of term loan facility for Cash credit
and EPC facility and extension of primary security of

304
Shree Tirupati Balajee Agro Trading Company Limited
(Formerly known as Shree Tirupati Balajee Agro Trading Company Private Limited)
CIN: U25204MP2001PLC014855

Cash credit and EPC facility for Term Loan Facility

Corporate Guarantee of M/s Shree Tirupati Balajee
Agro Trading Company Limited and Personal
Guarantee of Directors of the Company namely Mr.
Binod Kumar Agarwal and Mr. Sakul Grover.
(c)Bank Of Baroda (BCECLS) Security
Secured by Extension of Hypothecation over stocks Repayable in 18 monthly instalments with - - 19.46
/book debts and all the current assets of the Company. first 17 monthly instalments of Rs. 9,72,222
Secured by Extension of EM over all the immovable Lakhs and last instalment of Rs. 9,72,226
properties mortgaged for credit limits of the Company. with moratorium period of 6 months. Rate
Corporate Guarantee of M/s Shree Tirupati Balajee of Interest BRLLR as on date of
Agro Trading Company Limited and Personal disbursement.
Guarantee of Directors of the Company namely Mr.
Binod Kumar Agarwal and Mr. Sakul Grover.
(d)Bank of Baroda (AWCTL)
Security Repayable in 35 monthly instalments of Rs. 57.36 194.64 331.92
Secured by Existing primary/collateral securities would 11.44 Lakhs each with last instalment of Rs.
be extended to cover the BGECLS facility. 11.60 Lakhs with moratorium period of 12
Secured by NCGTC Cover. months. Rate of Interest BRLLR + 1% p.a.
& Subject to maximum of 9.25%
(e)Bank of Baroda (BGCELS Extension) Security
Secured by Extension of existing primary/collateral Repayable in 36 equal monthly instalments 186.68 210.00 210.00
securities of the Company. Secured by NCGTC Cover. after initial moratorium of 24 months. Rate
of Interest BRLLR + 1% p.a. & Subject to
maximum of 9.25%
(f)SIDBI (Solar Plant Loan) Security
Secured by Hypothecation of Solar Plant financed by 53 Monthly installments Rs 3.76 Lacs and 1 82.58 128.22 173.57
them. Lien on FDR of Rs. 51.00 lakhs and personal installment of Rs. 3.92 Lacs commencing
guarantee of Mr. Binod Kumar Agarwal and Mrs. Sunita from August 2021. Rate of interest 8.43%.
Agarwal.
(g) Bank of Baroda Car Loan Security
Secured by Hypothecation of a Car Purchased against - 1.89 6.21
the respective loan.

b) Loan from Director, Mr. Binod Kumar Agarwal, amounting to Rs. Nil (PY March 2023 Nil PY March 2022 Rs. 7 lakhs, PY April 01, 2021 Rs.7 lakhs)
is unsecured and interest free. The loan is repayable on demand.

305
Shree Tirupati Balajee Agro Trading Company Limited
(Formerly known as Shree Tirupati Balajee Agro Trading Company Private Limited)
CIN: U25204MP2001PLC014855

c) Bank of Baroda:-
(a) Exclusive first Charge by way of Hypothecation of entire Raw materials, Stock in process, stores and spares, packing material s, finished goods and
Book debts of the company (both present and future).

The Company has availed working capital term loans in excess of five crore rupees, in aggregate, from banks or financial institutions on the basis of
security of current assets for the specific projects. Quarterly returns / statements and other information filed with such Banks/ financial institutions are in
agreement with the books of accounts except for the following –

Particulars Quarter Ended Amount Disclosed as per Amount Disclosed as per Reason for Difference
Stock Statement ( in Books of Accounts ( In
Lakhs) Lakhs)
Inventory of Raw Materials, Inventory, WIP Mar-23 2,467.72 2,634.77 The value of inventory is taken on
and Finished Goods provisional Basis at the time of
Inventory of Raw Materials, Inventory, WIP Sept-23 2,893.75 2,602.96 submission of statement to bank
and Finished Goods whereas it is valued as per company's
Inventory of Raw Materials, Inventory, WIP Dec-23 3,283.22 3,470.79 accounting policy for financial
and Finished Goods statement.
Inventory of Raw Materials, Inventory, WIP Mar-24 3,980.38 4,237.06
and Finished Goods

306
Shree Tirupati Balajee Agro Trading Company Limited
(Formerly known as Shree Tirupati Balajee Agro Trading Company Private Limited)
CIN: U25204MP2001PLC014855

16 Lease Liabilities
Particulars As at March As at March 31, As at March 31,
31,2024 2023 2022
Non-current 129.43 134.02 138.35
Closing Balance 129.43 134.02 138.35

17 Provisions
Particulars As at March As at March 31, As at March 31,
31,2024 2023 2022
Non-current
Provision for employee benefits
- Gratuity 288.39 309.50 401.70
Total 288.39 309.50 401.70
Current
Provision for employee benefits
- Gratuity 30.72 43.18 44.77
Other Provisions 125.55 257.76 199.33
Total 156.27 300.93 244.09

18 Deferred tax (asset) / liability

a) Deferred tax (asset)/liability in relation to the period ended March 31, 2024

Opening Balance Recognised in Profit or Recognised in Recognised directly Closing balance as on

as on April 1, loss (expense)/ credit Other in Equity March 31, 2024
2023 comprehensive
income
232.77 (4.58) - - 228.19
232.77 (4.58) - - 228.19

a) Deferred tax (asset)/liability in relation to the period ended March 31, 2023

Opening Balance Recognised in Profit or Recognised in Recognised Closing balance as on

as on April 1, loss (expense)/ credit Other directly in Equity March 31, 2023
2022 comprehensive
income
154.48 78.29 - - 232.77
154.48 78.29 - - 232.77

a) Deferred tax (asset)/liability in relation to the period ended March 31, 2022

Opening Balance Recognised in Profit or Recognised in Recognised Closing balance as on

as on April 1, loss (expense)/ credit Other directly in Equity March 31, 2022
2021 comprehensive
income
125.66 28.82 - - 154.48
125.66 28.82 - - 154.48

19 Trade payables
Particulars As at March As at March As at March 31,
31,2024 31, 2023 2022
(a) Total outstanding dues of small and micro 226.94 45.53 230.99
enterprises
(b) Total outstanding dues of creditors other than 3,204.13 856.85 1,424.84
small and micro enterprises
Total 3,431.07 902.38 1,655.83

307
Shree Tirupati Balajee Agro Trading Company Limited
(Formerly known as Shree Tirupati Balajee Agro Trading Company Private Limited)
CIN: U25204MP2001PLC014855

Disclosures as required under the Micro, Small and Medium Enterprises Development Act, 2006 (MSMED
Act):
The amounts due to Micro and Small Enterprises as defined in the ‘The Micro, Small and Medium Enterprises
Development Act, 2006’ has been determined to the extent such parties have been identified on the basis of information
available with the Company. This has been relied upon by the auditors.

Particulars As at March As at As at
31,2024 March 31, March 31,
2023 2022
(a) Principal amount due to suppliers registered under the MSMED 226.94 45.53 230.99
Act and remaining unpaid as at period end
(b) Interest due to suppliers registered under the MSMED Act and - - -
remaining unpaid as at period end
(c) Principal amounts paid to suppliers registered under the - - -
MSMED Act, beyond the appointed day during the period
(d) Interest paid, other than under Section 16 of MSMED Act, to - - -
suppliers registered under the MSMED Act, beyond the appointed
day during the period
- - -
(e) Interest paid, under Section 16 of MSMED Act, to suppliers
registered under the MSMED Act, beyond the appointed day
during the period - - -
(f) Interest due and payable towards suppliers registered under
MSMED Act, for payments already made - - -
(g) Further interest remaining due and payable for earlier periods

Ageing of Trade Payables

March, 2024

Particulars Outstanding for following periods from due date of payment

Less than 1 year 1-2 2-3 More than 3 Total
years years years
UNDISPUTED DUES
MSME 212.76 - - 14.18 226.94
Others 3,189.59 3.58 3.42 7.55 3,204.13
DISPUTED DUES
MSME - - - - -
Others - - - - -

F.Y. 2022-23

Particulars Outstanding for following periods from due date of payment

Less than 1 year 1-2 2-3 More than 3 Total
years years years
UNDISPUTED DUES
MSME 45.53 - - - 45.53
Others 829.61 7.64 11.82 7.78 856.85
DISPUTED DUES
MSME - - - - -
Others - - - - -

308
Shree Tirupati Balajee Agro Trading Company Limited
(Formerly known as Shree Tirupati Balajee Agro Trading Company Private Limited)
CIN: U25204MP2001PLC014855

F.Y. 2021-22
Particulars Outstanding for following periods from due date of payment
Less than 1 year 1-2 2-3 More than 3 Total
years years years
UNDISPUTED DUES
MSME 230.99 - - - 230.99
Others 1,358.88 30.91 35.05 - 1,424.84
DISPUTED DUES
MSME - - - - -
Others - - - - -

20 Other financial liabilities

Particulars As at March 31, 2024 As at March 31, As at March 31,
2023 2022
Current
Other payables 5.74 1.47 4.76
Total 5.74 1.47 4.76

21 Other current liabilities

Particulars As at March 31, 2024 As at March 31, As at March 31,
2023 2022
Statutory Dues 53.47 64.35 64.68
Advance from Customers 749.90 22.82 91.67
Employee Benefits Payable 272.83 257.36 295.44
Total 1,076.21 344.54 451.79

22 Current Tax Liabilities (Net)

Particulars As at March 31, 2024 As at March 31, As at March 31,
2023 2022
Provisions for Income Tax (Net off 942.25 543.33 290.16
Advance Tax, TDS and TCS)
Closing Balance 942.25 543.33 290.16

23 Revenue from operation

Particulars For year ended For year ended For year ended
March 31, 2024 March 31, 2023 March 31, 2022
Sale of Products (Domestic) 25,875.33 15,864.85 6,379.38
Sale of Services - - -
Sale of Products (Export) 26,465.87 30,487.89 37,506.67
Less: Sales Returns - - -
Less: Freight Outward - 17.73 4.91
Net Revenue 52,341.20 46,335.01 43,881.14
Other operating revenues 1,624.88 1,208.32 536.91
Total 53,966.08 47,543.33 44,418.05

a) The Company has provided for impairment losses, if any, based on expected credit loss policy on trade receivable
recognised in statement of profit and loss.

b) Contract balances: Refer details of trade receivables in note 8 & advance from customers in note 21.

c) Reconciliation of revenue recognised in the statement of profit and loss with the contracted price:

Particulars For year ended For year ended For year ended
March 31, 2024 March 31, 2023 March 31, 2022
Revenue from contracts with customers 52,341.20 46,335.01 43,881.14
Add: Credits / Returns - 17.73 4.91
Contracted price with the customers 52,341.20 46,352.74 43,886.05

309
Shree Tirupati Balajee Agro Trading Company Limited
(Formerly known as Shree Tirupati Balajee Agro Trading Company Private Limited)
CIN: U25204MP2001PLC014855

24 Other income
Particulars For year ended For year ended For year ended
March 31, 2024 March 31, 2023 March 31, 2022
Interest Income on financial assets measures
at amortised cost
- From bank deposits 49.55 81.63 68.48
- From Income Tax - 1.21 -
- From Others 293.42 122.11 -
- From Security Deposits 10.74 7.33 6.95
353.71 212.28 75.43
Other gains and losses
- Net gain arising on financial investments 0.47 1.75 1.41
measure at FVTPL
Gain on sale of current investments 0.26 - -
0.72 1.75 1.41
Other non-operating income

- Subsidies received from Govt. 182.26 33.60 86.92

- Rate Difference - 0.58 3.52
- Net gain on Foreign Exchange Fluctuation 385.60 7.62 761.73
- Share of Profit/(Loss) from Sale of Fixed Asset 385.00 8.60 3.30
- Miscellaneous Income 0.97 0.35 0.25
- Sundry Balance Written Back - - 21.94
- Rent income 7.76 5.54 6.22
961.59 56.29 883.88
Total 1,316.03 270.32 960.72

25 Cost of Material Consumed

Particulars For year ended March For year ended For year ended
31, 2024 March 31, 2023 March 31, 2022
Opening Stock 2,924.42 3,253.70 1,986.12
Add :- Purchases 42,498.95 31,464.89 29,890.40
Total 45,423.37 34,718.59 31,876.52
Less: Closing Stock 4,001.00 2,924.42 3,253.70
Raw Material Consumed 41,422.37 31,794.17 28,622.82

26 Purchase of Stock In Trade

Particulars For year ended March For year ended For year ended
31, 2024 March 31, 2023 March 31, 2022
Purchase of Stock in Trade - 104.45 1,561.68
Total - 104.45 1,561.68

27 Changes in inventories of finished goods and work in progress

Particulars For year ended March For year ended For year ended
31, 2024 March 31, 2023 March 31, 2022
Inventories at the beginning of the year
Finished Goods 3,637.21 3,226.62 2,245.80
Semi Finished Goods 13,244.93 12,398.24 13,360.47
Stock in Trade - 206.06 -
Inventories at the end of the year
Finished Goods 2,216.75 3,637.21 3,226.62
Semi Finished Goods 18,597.88 13,244.93 12,398.24
Stock in Trade - - 206.06
Net (increase)/decrease (3,932.50) (1,051.21) (224.65)

310
Shree Tirupati Balajee Agro Trading Company Limited
(Formerly known as Shree Tirupati Balajee Agro Trading Company Private Limited)
CIN: U25204MP2001PLC014855

28 Employee benefits expense

Particulars For year ended March For year ended For year ended
31, 2024 March 31, 2023 March 31, 2022
Salaries, wages and bonus 2,855.65 2,963.76 2,748.67
Director's Remuneration & Bonus 150.83 124.51 124.51
Contribution to provident and other funds 61.79 69.84 69.18
ESIC Contribution 60.76 64.86 74.56
Gratuity 109.79 123.74 121.96
Staff welfare expenses 11.98 15.27 9.24
Total 3,250.79 3,361.98 3,148.11

29 Finance cost
Particulars For year ended March For year ended For year ended
31, 2024 March 31, 2023 March 31, 2022
Interest Expenses 1,882.92 1,593.36 1,331.37
Transaction cost related to long term borrowings 6.06 6.26 2.81
Bank Charges and Stamp Duty Charges on long 182.53 183.25 268.28
term borrowings
Total 2,071.52 1,782.86 1,602.46

30 Depreciation and amortisation expenses

Particulars For year ended March For year ended For year ended
31, 2024 March 31, 2023 March 31, 2022
Depreciation of property, plant and equipment 681.98 571.43 706.04
Amortisation of intangible assets 9.29 9.29 9.20
Total 691.27 580.72 715.24

31 Other expenses
Particulars For year ended March For year ended For year ended
31, 2024 March 31, 2023 March 31, 2022
Manufacturing Expenses :
Consumption of stores, spare parts & Others 928.83 1,087.08 901.94
(indigenous)
Repair & Maintenance Charges 56.48 54.28 56.96
Processing Charges 2,381.29 2,795.91 2,421.62
Energy Costs 1,185.71 1,245.70 1,271.75
Miscellaneous Expenses 73.35 89.75 85.84
Administrative Expenses :
Annual Lease rent 0.92 2.52 2.70
Repair & Maintenance Charges 31.40 29.70 24.13
Payments to Auditors 36.24 7.51 7.51
Legal & Professional Expenses 246.06 55.00 48.58
Listing Fees 1.49 1.31 0.99
Membership Fees & Subscription 29.16 10.62 6.50
Courier and Postage Charges 55.43 64.52 37.08
Travelling Expenses 49.90 35.95 12.05
CSR Expense 35.65 25.59 39.23
Rent, Rates and Taxes 96.20 88.41 99.87
Telephones 17.49 19.48 18.68
Conveyance Expenses 129.06 3.53 1.80
Provision for Doubtful Debts 31.45 19.54 25.30
Insurance 91.41 93.83 82.51
Office & General Expenses 101.09 95.30 106.57
Printing & Stationery 33.53 36.40 28.99
Interest on Income Tax - 7.97 1.48
Selling & Distribution Expense :
Clearing, Handling, Forwarding Charges and 278.13 316.34 322.22
others
Freight ( Outward) 949.66 2,133.75 2,510.62
311
 Shree Tirupati Balajee Agro Trading Company Limited
(Formerly known as Shree Tirupati Balajee Agro Trading Company Private Limited)
CIN: U25204MP2001PLC014855

ECGC Insurance Premium 29.40 31.00 28.27

Sales Commission 54.18 81.92 33.98
Other Charges 110.92 96.94 42.29
Total 7,034.40 8,529.84 8,219.46

a)
Auditors remuneration and out-of-pocket For year ended For year ended For year ended
expenses (net of GST): March 31, 2024 March 31, 2023 March 31, 2022
(i) For audit (including audit of Restated and
Special Purpose Financial Statement) 29.85 5.11 5.11
(ii) For taxation matters 5.00 2.40 2.40
(iii) For certification 1.39 - -
Total 36.24 7.51 7.51

b) Expenses on corporate social responsibility

As per Section 135 of the Companies Act, 2013, a company meeting the applicability threshold, needs to spend at
least 2% of its average net profit for the immediately preceding three financial years on corporate social
responsibility (CSR) activities. A CSR committee has been formed by the company as per the Act. The funds
were primarily utilized through the year on these activities which are specified in Schedule VII of the Companies
Act, 2013.

No. Particulars For year ended March For year ended For year ended
31, 2024 March 31, 2023 March 31, 2022
1 Gross amount required to be spent by 34.90 25.80 24.13
the Company during the period/ year
(under Section 135 of the Companies
Act, 2013)

2 Amount of expenditure incurred

(i) Construction/acquisition of any asset - - -
(ii) On purposes other than (i) above 35.50 25.59 39.23

3 Amount not spend during the year

on:
(i) Construction/acquisition of any asset - - -
(ii) On purposes other than (i) above - - -

4 Excess/(Shortfall) at the end of the year 0.67 0.07 0.28

5 Total of previous years shortfall - - (14.81)

6 Reason for shortfall NA NA NA
7 Excess Amount spent for the previous 0.07 0.28 -
financial year

8 Remaining Amount to be spent during 34.83 25.52 38.95

for the F.Y.

9 Details of Related party transactions NA NA NA

10 Liability incurred by entering into NA NA NA
contractual obligations
Promoting health Promoting health Promoting health
11 Nature of CSR activities: care including care including care including
preventive health preventive health preventive health
care & promoting care & promoting care & promoting
education education education
312
Shree Tirupati Balajee Agro Trading Company Limited
(Formerly known as Shree Tirupati Balajee Agro Trading Company Private Limited)
CIN: U25204MP2001PLC014855

32 Current Tax and Deferred Tax

a) Income Tax Expense recognised in statement of profit and loss

Particulars For year ended For year ended For year ended
March 31, 2024 March 31, 2023 March 31, 2022
Current Tax:
Current income tax charge 1,100.60 565.74 341.11
1,100.60 565.74 341.11
Deferred Tax expense/ (credit)
In respect of current period (4.58) 78.29 28.82
(4.58) 78.29 28.82
Total tax expense/(credit) recognised in 1,096.01 644.03 369.93
statement of profit and loss

b) Income Tax recognised in other Comprehensive Income

Particulars For year ended For year ended For year ended
March 31, 2024 March 31, 2023 March 31, 2022
Remeasurement of Defined Benefit Obligations 35.05 54.37 15.61
Total 35.05 54.37 15.61

c) MAT Credit Entitlement

Particulars For year ended For year ended For year ended
March 31, 2024 March 31, 2023 March 31, 2022
MAT Credit Entitlement 40.97 (4.98) (2.18)
Total 40.97 (4.98) (2.18)

d) The Company does not have any unrecorded income and assets related to previous years which are
required to be recorded during the year.

33 Earning per share

Particulars For year ended For year ended For year ended
March 31, 2024 March 31, 2023 March 31, 2022
(a) Profit/Loss for the year 3,607.27 2,071.80 1,365.90
(b) Weighted average number of Ordinary shares 6,28,52,076 5,90,58,000 5,90,45,747
outstanding for the purpose of basic earnings per share
(numbers)
(c) Effect of potential ordinary shares (numbers) - - -
(d) Weighted average number of ordinary shares in 6,28,52,076 5,90,58,000 5,90,45,747
computing diluted earnings per share [(b) + (c)] (numbers)
(e) Earnings per share on Profit for the year (Face Value ₹
10/- per share)
– Basic [(a)/(b)] (₹) 5.74 3.51 2.31
– Diluted [(a)/(d)] (₹) 5.74 3.51 2.31

34 Contingent liabilities and commitments (to the extent not provided for)

1) Shree Tirupati Balajee Agro Trading Company Limited

Particulars As at March 31, As at March As at March 31,
2024 31, 2023 2022
Contingent liabilities :
(i) Corporate Guarantee Given to Bank of India and Axis Bank 6,818.97 4,509.95 4,022.50
on Behalf of Shree Tirupati Balajee FIBC Limited
(ii) Corporate Guarantee Given to Bank of Baroda on Behalf of 1,989.23 2,124.91 2,094.71
Jagannath Plastics Private Limited
(iii) Corporate Guarantee Given to Yes Bank / Bank of Baroda 543.83 524.14 545.60
on Behalf of Honourable Packaging Private Limited
(iv) Income Tax Demand of Anant Trexim Pvt. Ltd. (A.Y. 2014- 10.83 10.83 10.83
15)
313
 Shree Tirupati Balajee Agro Trading Company Limited
(Formerly known as Shree Tirupati Balajee Agro Trading Company Private Limited)
CIN: U25204MP2001PLC014855

(v) CST (2015-16) - 31.50 31.50

(vi) Income Tax Demand after assessment (A.Y. 2017-18) 13.32 13.32 13.32
(vii) Income Tax Demand after assessment (A.Y. 2014-15) 6.18 6.18 6.18
(viii) VAT & Penalty (Andhra Pradesh) (2014-15) 19.28 19.28 -
(ix) Commercial Tax (2015-16) - 0.28 -
(x) Disputed Claim of Suppliers 65.23 65.23 -
(xi) Bank Guarantees 5.88 - -

2) Shree Tirupati Balajee FIBC Limited

Particulars As at March 31, 2024 As at March As at March 31,
31,2023 2022
Contingent liabilities:
Entry Tax (F.Y. 2016-17) - 0.21 0.21
Sales Tax (F.Y. 2015-16) - 3.09 5.57
Entry Tax (F.Y. 2015-16) - 0.42 0.42
Bank Guarantees 7.57 - -

3) Honourable Packaging Private Limited

Particulars As at March 31, As at March 31, As at March 31,
2024 2023 2022
Contingent liabilities :
Demand from MPAKVN - - -
Income Tax Demand after assessment (A.Y. 2017-18) 2.31 2.31 -
Income Tax Demand after assessment (A.Y. 2018-19) 1.17 1.17 1.17
Corporate Guarantee Given to Yes Bank Ltd. On Behalf of Ever Bags - 911.73 769.56
Packaging Private Limited

4) Jagannath Plastics Private Limited

Particulars As at March 31, 2024 As at March 31, 2023 As at March 31, 2022
Contingent liabilities :
Income Tax (A.Y. 2018-19) 4.93 4.93 -
Income Tax (A.Y. 2014-15) 61.49 61.49 61.49
Sales Tax (A.Y. 2016-17) - 2.93 2.93
Bank Guarantees 3.68 - -

a) The figures for the given financial years includes the amount of contingent liabilities for the respective year, where
show cause notice or claims have been received after the close of respective reporting period and till the date of approval
of this financial statements by the Board of Directors.

b) The Company is subject to legal proceedings and claims, which have arisen in the ordinary course of business, the
impact of which presently is not quantifiable. These cases are pending with various courts / authorities. After considering
the circumstances and advice from the legal advisors, management believes that these cases will not adversely affect its
financial statements. The above Contingent Liabilities exclude undeterminable outcome of these pending litigations.

c) Future cash flow in respect of the above, if any, is determinable only on receipt of judgements/decisions pending with
the relevant authorities. Interest, penalty or compensation liability arising on outcome of the disputes has not been
considered, since not determinable at present.

d) The Company did not have any long-term contracts including derivative contracts for which any provision was required
for foreseeable losses.

35 Segment information

a) Business Segment:
The Company is mainly engaged in the business of manufacturing of HDPE/PP Woven Sacks
Fabric. All other activities of the Company revolve around the main business and as such there is
no separate reportable business segment.

b) Geographical Segment:
Since all the operations of the Company are conducted within India as such there is no separate
reportable geographical segment.

314
Shree Tirupati Balajee Agro Trading Company Limited
(Formerly known as Shree Tirupati Balajee Agro Trading Company Private Limited)
CIN: U25204MP2001PLC014855

36 Employee benefit plans

1) Shree Tirupati Balajee Agro Trading Company Limited

1 Defined contribution plans:

The Company participates in Provident fund as defined contribution plans on behalf of relevant
personnel. Any expense recognised in relation to provident fund represents the value of contributions
payable during the period by The Company at rates specified by the rules of provident fund. The only
amounts included in the balance sheet are those relating to the prior months contributions that were
not paid until after the end of the reporting period.

(a) Provident fund and pension

In accordance with the Employee’s Provident Fund and Miscellaneous Provisions Act, 1952, eligible
employees of the Company are entitled to receive benefits in respect of provident fund, a defined
contribution plan, in which both employees and the Company make monthly contributions at a
specified percentage of the covered employees’ salary. The contributions, as specified under the law,
are made to the provident fund administered and managed by Government of India (GOI). The
Company has no further obligations under the fund managed by the GOI beyond its monthly
contributions which are charged to the statement of Profit and Loss in the period they are incurred. The
benefits are paid to employees on their retirement or resignation from the Company.

Contribution to defined contribution plans, recognised in the statement of profit and loss for the year
under employee benefits expense, are as under:

Particulars For the year For the year For the year
ended March 31, ended ended March 31,
2024 March 31, 2023 2022
i) Employer's contribution to provident fund and pension 20.38 26.24 26.74
ii) Employer's contribution to state insurance corporation 24.41 25.28 25.81
Total 44.79 51.52 52.55

(b) Defined benefit plans:

Gratuity (Unfunded)
The Company has an obligation towards gratuity, a unfunded defined benefit retirement plan covering
all employees. The plan provides for lump sum payment to vested employees at retirement or at death
while in employment or on termination of the employment of an amount equivalent to 15 days salary,
as applicable, payable for each completed year of service. Vesting occurs upon completion of five
years of service. The Company accounts for the liability for gratuity benefits payable in the future
based on an actuarial valuation.

The most recent actuarial valuation of the present value of the defined benefit obligation was carried
out for the year ended March, 31 2024 by an independent actuary. The present value of the defined
benefit obligation, and the related current service cost and past service cost, were measured using the
projected unit credit method.

(A) Through its defined benefit plans, the Company is exposed to a number of risks, the most
significant of which are detailed below:
(1) Investment Risk
The present value of the defined benefit plan liability is calculated using a discount rate determined
by reference to the market yields on government bonds denominated in Indian Rupees. If the
actual return on plan asset is below this rate, it will create a plan deficit.

(2) Interest Risk:

A decrease in the bond interest rate will increase the plan liability. However, this will be partially
offset by an increase in the return on the plan’s debt investments.

(3) Longevity Risk:

The present value of the defined benefit plan liability is calculated by reference to the best estimate
of the mortality of plan participants both during and after their employment. An increase in the
life expectancy of the plan participants will increase the plan's liability.
315
Shree Tirupati Balajee Agro Trading Company Limited
(Formerly known as Shree Tirupati Balajee Agro Trading Company Private Limited)
CIN: U25204MP2001PLC014855

(4) Salary Risk

The present value of the defined benefit plan liability is calculated by reference to the future
salaries of plan participants. As such, an increase in the salary of the plan participants will increase
the plan’s liability.

(B) Principal actuarial assumptions used:

The principal assumptions used for the purposes of the actuarial valuations were as follows.

Gratuity (Unfunded)
Particulars As at March 31, 2024 As at March 31, 2023 As at March 31, 2022
1. Discount rate - Company 7.10% 7.40% 6.80%
2. Salary escalation - Company 5.50% 5.50% 5.50%
3. Rate of employee turnover - 5% at younger ages and 5% at younger ages 5% at younger ages and
Company reducing to 1% at older and reducing to 1% at reducing to 1% at older
ages according to older ages according ages according to
graduated scale to graduated scale graduated scale
4. Retirement Age 58 58 58
5. Mortality rate Indian Assured Lives Mortality (2012-14) Ult.

(C) Expenses recognised in profit and loss

Particulars Gratuity (Unfunded)
For the year For the year For the year
ended March 31, ended March 31, ended March 31,
2024 2023 2022
Service cost:
Current service cost 35.02 40.65 42.48
Net Interest cost 13.44 18.53 15.68
Components of defined benefit cost recognised in profit 48.46 59.18 58.16
or loss
The current service cost and the net interest expenses for the year are included in the 'Employee benefits
expenses' line item in the Statement of profit and loss.

(D) Net interest cost recognised in profit or loss:

Particulars Gratuity (Unfunded)
For the year For the year For the year
ended March 31, ended March 31, ended March 31,
2024 2023 2022
Interest cost 13.44 18.53 15.68
Interest income - - -
Net interest cost recognised in profit or loss 13.44 18.53 15.68

(E) Expenses recognized in the Other Comprehensive Income (OCI)

Particulars For the year For the year For the year
ended March 31, ended March 31, ended March 31,
2024 2023 2022
Actuarial (gains)/losses on obligation for the year
- Due to changes in demographic assumptions - - -
- Due to changes in financial assumptions 4.81 - -
- Due to experience adjustment (76.73) (120.28) (38.36)
Return on plan assets, excluding interest income - - -
Net (income)/expense for the period recognized in OCI (71.92) (120.28) (38.36)

(F) Amount recognised in the consolidated balance sheet

Particulars As at March 31, As at March 31, As at March 31,
2024 2023 2022
Present value of defined benefit obligation as at the end of 165.79 189.25 250.36
the year 165.79 189.25 250.36

316
Shree Tirupati Balajee Agro Trading Company Limited
(Formerly known as Shree Tirupati Balajee Agro Trading Company Private Limited)
CIN: U25204MP2001PLC014855

(G) Net asset/(liability) recognised in the consolidated balance sheet

Recognised under: As at March 31, As at March 31, As at March 31,
2024 2023 2022
Long term provision 143.36 156.05 218.67
Short term provision 22.43 33.20 31.69
Total 165.79 189.25 250.36

(H) Movements in the present value of defined benefit obligation are as follows:
Particulars For the year For the year ended For the year
ended March 31, March 31, 2023 ended March 31,
2024 2022
Opening defined benefit obligation 189.25 250.36 230.56
Transfer in/(out) obligation - - -
Current service cost 35.02 40.65 42.48
Interest cost 13.44 18.53 15.68
Actuarial losses / (Gain) (71.92) (120.28) (38.36)
Benefits paid from the fund - - -
Closing defined benefit obligation 165.79 189.25 250.36

(I) Maturity profile of defined benefit obligation:

Projected benefits payable in future years from the For the year For the year ended For the year
date of reporting ended March 31, March 31, 2023 ended March 31,
2024 2022
Year 1 cashflow 22.43 33.20 31.69
Year 2 cashflow 8.21 8.01 15.84
Year 3 cashflow 7.11 10.80 10.14
Year 4 cashflow 25.89 10.19 16.01
Year 5 cashflow 8.92 22.76 12.10
Year 6 to year 10 cashflow 60.99 68.94 152.84
Total expected payments 133.55 153.90 238.63

(J) Sensitivity analysis

The Sensitivity analysis below has been determined based on reasonably possible change of the respective
assumptions occurring at the end of the reporting period, while holding all other assumptions constant. These
sensitivities show the hypothetical impact of a change in each of the lied assumptions in isolation. While
each of these sensitivities holds all other assumptions constant, in practice such assumptions rarely change
in isolation and the asset value changes may offset the impact to some extent. For presenting the sensitivities,
the present value of the Defined Benefit Obligation has been calculated using the projected unit credit method
at the end of the reporting period, which is the same as that applied in calculating the Defined Benefit
Obligation presented above. There was no change in the methods and assumptions used in the preparation
of the Sensitivity Analysis from previous year.

Projected benefits payable in future years from the For the year ended For the year For the year
date of reporting March 31, 2024 ended March 31, ended March 31,
2023 2022
Projected benefit obligation on current assumptions
Rate of discounting
Impact of +1% change 150.64 172.15 225.34
Impact of -1% change 183.67 209.56 280.28

Rate of salary increase

Impact of +1% change 183.78 209.74 280.37
Impact of -1% change 150.29 171.72 224.84

Withdrawal Rate (W.R.)

Impact of +1% change 168.03 192.49 253.59
Impact of -1% change 163.24 185.56 246.65

317
Shree Tirupati Balajee Agro Trading Company Limited
(Formerly known as Shree Tirupati Balajee Agro Trading Company Private Limited)
CIN: U25204MP2001PLC014855

36. Employee benefit plans

2) Shree Tirupati Balajee FIBC Limited

1) Defined contribution plans:

The Company participates in Provident fund as defined contribution plans on behalf of relevant personnel.
Any expense recognised in relation to provident fund represents the value of contributions payable during
the period by The Company at rates specified by the rules of provident fund. The only amounts included in
the balance sheet are those relating to the prior months contributions that were not paid until after the end of
the reporting period.

(a) Provident fund and pension

In accordance with the Employee’s Provident Fund and Miscellaneous Provisions Act, 1952, eligible
employees of the Company are entitled to receive benefits in respect of provident fund, a defined contribution
plan, in which both employees and the Company make monthly contributions at a specified percentage of
the covered employees’ salary. The contributions, as specified under the law, are made to the provident fund
administered and managed by Government of India (GOI). The Company has no further obligations under
the fund managed by the GOI beyond its monthly contributions which are charged to the statement of Profit
and Loss in the period they are incurred. The benefits are paid to employees on their retirement or resignation
from the Company.

Contribution to defined contribution plans, recognised in the statement of profit and loss for the year under
employee benefits expense, are as under:

Particulars For the For the For the

year ended year ended year ended
March 31, March 31, March 31,
2024 2023 2022
i) Employer's contribution to provident fund and pension 33.85 34.96 31.04
ii) Employer's contribution to state insurance corporation 23.12 25.20 22.41
Total 56.98 60.15 53.45

(b) Defined benefit plans:

Gratuity (Unfunded)
The Company has an obligation towards gratuity, a unfunded defined benefit retirement plan covering all
employees. The plan provides for lump sum payment to vested employees at retirement or at death while in
employment or on termination of the employment of an amount equivalent to 15 days salary, as applicable,
payable for each completed year of service. Vesting occurs upon completion of five years of service. The
Company accounts for the liability for gratuity benefits payable in the future based on an actuarial valuation.

The most recent actuarial valuation of the present value of the defined benefit obligation was carried out for
the year ended March 31, 2024 by an independent actuary. The present value of the defined benefit
obligation, and the related current service cost and past service cost, were measured using the projected unit
credit method.

(A) Through its defined benefit plans, the Company is exposed to a number of risks, the most significant
of which are detailed below:

(1) Investment Risk

The present value of the defined benefit plan liability is calculated using a discount rate determined by
reference to the market yields on government bonds denominated in Indian Rupees. If the actual return
on plan asset is below this rate, it will create a plan deficit.

(2) Interest Risk:

A decrease in the bond interest rate will increase the plan liability. However, this will be partially offset
by an increase in the return on the plan’s debt investments.

318
Shree Tirupati Balajee Agro Trading Company Limited
(Formerly known as Shree Tirupati Balajee Agro Trading Company Private Limited)
CIN: U25204MP2001PLC014855

(3) Longevity Risk:

The present value of the defined benefit plan liability is calculated by reference to the best estimate of
the mortality of plan participants both during and after their employment. An increase in the life
expectancy of the plan participants will increase the plan's liability.

(4) Salary Risk

The present value of the defined benefit plan liability is calculated by reference to the future salaries of
plan participants. As such, an increase in the salary of the plan participants will increase the plan’s
liability.

(B) Principal actuarial assumptions used:

The principal assumptions used for the purposes of the actuarial valuations were as follows.

Particulars Gratuity (Unfunded)

As at March 31, As at March 31, As at March
2024 2023 31, 2022
1. Discount rate - Company 7.10% 7.40% 6.80%
2. Salary escalation - Company 5.00% 5.00% 5.00%
3. Rate of employee turnover - Company 3% at younger ages 5% at younger 5% at younger
and reducing to 1% at ages and reducing ages and
older ages according to 1% at older reducing to 1%
to graduated scale ages according to at older ages
graduated scale according to
graduated scale
4. Retirement Age 58 58 58
5. Mortality rate Indian Assured Lives Mortality (2012-14) Ult.

(C) Expenses recognised in profit and loss

Particulars Gratuity (Unfunded)

For the year For the yearFor the year
ended March 31, ended ended March
2024 March 31, 2023 31, 2022
Service cost:
Current service cost 25.43 26.41 30.15
Net Interest cost 7.58 8.23 5.64
Components of defined benefit cost recognised in profit 33.01 34.65 35.80
or loss
The current service cost and the net interest expenses for the year are included in the 'Employee benefits
expenses' line item in the Statement of profit and loss.

(D) Net interest cost recognised in profit or loss:

Particulars Gratuity (Unfunded)

For the year For the yearFor the year
ended March 31, ended ended March
2024 March 31, 2023 31, 2022
Interest cost 7.58 8.23 5.64
Interest income - - -
Net interest cost recognised in profit or loss 7.58 8.23 5.64

(E) Expenses recognized in the Other Comprehensive Income (OCI)

Particulars For the year For the year For the year
ended March 31, ended ended March 31,
2024 March 31, 2023 2022
Actuarial (gains)/losses on obligation for the year
- Due to changes in demographic assumptions - - -
- Due to changes in financial assumptions 4.70 (9.32) -
319
Shree Tirupati Balajee Agro Trading Company Limited
(Formerly known as Shree Tirupati Balajee Agro Trading Company Private Limited)
CIN: U25204MP2001PLC014855

- Due to experience adjustment (26.07) (29.83) (7.51)

Return on plan assets, excluding interest income - - -
Net (income)/expense for the period recognized in OCI (21.37) (39.15) (7.51)

(F) Amount recognised in the consolidated balance sheet

Particulars As at March 31, As at March As at March 31,
2024 31, 2023 2022
Present value of defined benefit obligation as at the end of 118.40 106.76 111.26
the year 118.40 106.76 111.26

(G) Net asset/(liability) recognised in the consolidated balance sheet

Recognised under: As at March 31, As at March 31, 2023 As at March 31,
2024 2022
Long term provision 112.48 100.50 104.28
Short term provision 5.92 6.26 6.98
Total 118.40 106.76 111.26

(H) Movements in the present value of defined benefit obligation are as follows:
Particulars For the year For the year For the year
ended March ended ended March
31, 2024 March 31, 2023 31, 2022
Opening defined benefit obligation 106.76 111.26 82.98
Transfer in/(out) obligation - - -
Current service cost 25.43 26.41 30.15
Interest cost 7.58 8.23 5.64
Actuarial losses / (Gain) (21.37) (39.15) (7.51)
Benefits paid from the fund - - -
Closing defined benefit obligation 118.40 106.76 111.26

(I) Maturity profile of defined benefit obligation:

Projected benefits payable in future years from the date of For the year For the year For the year
reporting ended March ended ended March
31, 2024 March 31, 2023 31, 2022
Year 1 cashflow 5.92 6.26 6.98
Year 2 cashflow 3.67 3.66 3.74
Year 3 cashflow 10.93 3.81 3.45
Year 4 cashflow 4.55 10.01 3.45
Year 5 cashflow 4.51 4.22 9.35
Year 6 to year 10 cashflow 33.28 4.22 22.91
Total expected payments 62.87 32.18 49.88

(J) Sensitivity analysis

The Sensitivity analysis below has been determined based on reasonably possible change of the respective
assumptions occurring at the end of the reporting period, while holding all other assumptions constant. These
sensitivities show the hypothetical impact of a change in each of the lied assumptions in isolation. While
each of these sensitivities holds all other assumptions constant, in practice such assumptions rarely change
in isolation and the asset value changes may offset the impact to some extent. For presenting the sensitivities,
the present value of the Defined Benefit Obligation has been calculated using the projected unit credit method
at the end of the reporting period, which is the same as that applied in calculating the Defined Benefit
Obligation presented above. There was no change in the methods and assumptions used in the preparation of
the Sensitivity Analysis from previous year.

320
Shree Tirupati Balajee Agro Trading Company Limited
(Formerly known as Shree Tirupati Balajee Agro Trading Company Private Limited)
CIN: U25204MP2001PLC014855

Projected benefits payable in future years from the date of For the year For the year For the year
reporting ended March ended ended March
31, 2024 March 31, 2023 31, 2022
Projected benefit obligation on current assumptions
Rate of discounting
Impact of +1% change 103.75 93.51 96.59
Impact of -1% change 136.26 122.97 129.42

Rate of salary increase

Impact of +1% change 136.46 123.20 129.57
Impact of -1% change 103.35 93.12 96.24

Withdrawal Rate (W.R.)

Impact of +1% change 122.07 110.76 113.13
Impact of -1% change 114.17 102.13 109.23

321
Shree Tirupati Balajee Agro Trading Company Limited
(Formerly known as Shree Tirupati Balajee Agro Trading Company Private Limited)
CIN: U25204MP2001PLC014855

36 Employee benefit plans

3) Honourable Packaging Private Limited

1) Defined contribution plans:

The Company participates in Provident fund as defined contribution plans on behalf of relevant personnel.
Any expense recognised in relation to provident fund represents the value of contributions payable during
the period by The Company at rates specified by the rules of provident fund. The only amounts included in
the balance sheet are those relating to the prior months contributions that were not paid until after the end
of the reporting period.

(a) Provident fund and pension

In accordance with the Employee’s Provident Fund and Miscellaneous Provisions Act, 1952, eligible
employees of the Company are entitled to receive benefits in respect of provident fund, a defined
contribution plan, in which both employees and the Company make monthly contributions at a specified
percentage of the covered employees’ salary. The contributions, as specified under the law, are made to the
provident fund administered and managed by Government of India (GOI). The Company has no further
obligations under the fund managed by the GOI beyond its monthly contributions which are charged to the
statement of Profit and Loss in the period they are incurred. The benefits are paid to employees on their
retirement or resignation from the Company.

Contribution to defined contribution plans, recognised in the statement of profit and loss for the year under
employee benefits expense, are as under:

Particulars For the year For the year For the year
ended ended ended
March 31, March 31, March 31,
2024 2023 2022
i) Employer's contribution to provident fund and pension 3.69 3.99 5.20
ii) Employer's contribution to state insurance corporation 5.66 5.98 5.78
Total 9.35 9.98 10.98

(b) Defined benefit plans:

Gratuity (Unfunded)
The Company has an obligation towards gratuity, a unfunded defined benefit retirement plan covering all
employees. The plan provides for lump sum payment to vested employees at retirement or at death while
in employment or on termination of the employment of an amount equivalent to 15 days salary, as
applicable, payable for each completed year of service. Vesting occurs upon completion of five years of
service. The Company accounts for the liability for gratuity benefits payable in the future based on an
actuarial valuation.

The most recent actuarial valuation of the present value of the defined benefit obligation was carried out
for the year ended March 31, 2024 by an independent actuary. The present value of the defined benefit
obligation, and the related current service cost and past service cost, were measured using the projected unit
credit method.

(A) Through its defined benefit plans, the Company is exposed to a number of risks, the most significant
of which are detailed below:
(1) Investment Risk
The present value of the defined benefit plan liability is calculated using a discount rate determined by
reference to the market yields on government bonds denominated in Indian Rupees. If the actual return
on plan asset is below this rate, it will create a plan deficit.

(2) Interest Risk:

A decrease in the bond interest rate will increase the plan liability. However, this will be partially offset
by an increase in the return on the plan’s debt investments.

322
Shree Tirupati Balajee Agro Trading Company Limited
(Formerly known as Shree Tirupati Balajee Agro Trading Company Private Limited)
CIN: U25204MP2001PLC014855

(3) Longevity Risk:

The present value of the defined benefit plan liability is calculated by reference to the best estimate of
the mortality of plan participants both during and after their employment. An increase in the life
expectancy of the plan participants will increase the plan's liability.

(4) Salary Risk

The present value of the defined benefit plan liability is calculated by reference to the future salaries of
plan participants. As such, an increase in the salary of the plan participants will increase the plan’s
liability.

(B) Principal actuarial assumptions used:

The principal assumptions used for the purposes of the actuarial valuations were as follows.

Particulars Gratuity (Unfunded)

As at March 31, 2024 As at March 31, 2023 As at March 31, 2022
1. Discount rate - Company 7.10% 7.40% 6.80%
2. Salary escalation - Company 5.50% 5.50% 5.50%
3. Rate of employee turnover - 5% at younger ages and 5% at younger ages and 5% at younger ages and
Company reducing to 1% at older reducing to 1% at older reducing to 1% at older
ages according to ages according to ages according to
graduated scale graduated scale graduated scale
4. Retirement Age 58 58 58
5. Mortality rate Indian Assured Lives Mortality (2012-14) Ult.

(C) Expenses recognised in profit and loss

Particulars Gratuity (Unfunded)

For the year ended For the year For the year
March 31, 2024 ended ended March 31,
March 31, 2023 2022
Service cost:
Current service cost 8.46 8.75 9.64
Net Interest cost 1.42 2.74 2.05
Components of defined benefit cost recognised in profit 9.88 11.49 11.69
or loss
The current service cost and the net interest expenses for the year are included in the 'Employee benefits
expenses' line item in the Statement of profit and loss.

(D) Net interest cost recognised in profit or loss:

Particulars Gratuity (Unfunded)
For the year ended For the year For the year
March 31, 2024 ended ended March 31,
March 31, 2023 2022
Interest cost 1.42 2.74 2.05
Interest income - - -
Net interest cost recognised in profit or loss 1.42 2.74 2.05

(E) Expenses recognized in the Other Comprehensive Income (OCI)

Particulars For the year ended For the year For the year
March 31, 2024 ended ended March 31,
March 31, 2023 2022
Actuarial (gains)/losses on obligation for the year
- Due to changes in demographic assumptions - - -
- Due to changes in financial assumptions 0.51 (1.73) -
- Due to experience adjustment (16.38) (26.77) (4.86)
Return on plan assets, excluding interest income - - -
Net (income)/expense for the period recognized in OCI (15.87) (28.50) (4.86)

(F) Amount recognised in the consolidated balance sheet

323
Shree Tirupati Balajee Agro Trading Company Limited
(Formerly known as Shree Tirupati Balajee Agro Trading Company Private Limited)
CIN: U25204MP2001PLC014855

Particulars As at March 31, As at March 31, As at March 31,

2024 2023 2022
Present value of defined benefit obligation as at the end of the year 14.04 20.03 37.03
14.04 20.03 37.03

(G) Net asset/(liability) recognised in the consolidated balance sheet

Recognised under: As at March 31, 2024 As at March 31, 2023 As at March 31, 2022
Long term provision 0.87 1.38 2.51
Short term provision 13.18 18.65 34.52
Total 14.04 20.03 37.03

(H) Movements in the present value of defined benefit obligation are as follows:
Particulars For the year ended For the year For the year
March 31, 2024 ended ended March 31,
March 31, 2023 2022
Opening defined benefit obligation 20.03 37.03 30.19
Transfer in/(out) obligation - - -
Current service cost 8.46 8.75 9.64
Current Service cost - - -
Interest cost 1.42 2.74 2.05
Actuarial losses / (Gain) (15.87) (28.50) (4.86)
Benefits paid from the fund - - -
Closing defined benefit obligation 14.04 20.03 37.03

(I) Maturity profile of defined benefit obligation:

Projected benefits payable in future years from the date For the year ended For the year For the year
of reporting March 31, 2024 ended ended March 31,
March 31, 2023 2022
Year 1 cashflow 8.66 1.38 2.51
Year 2 cashflow 0.68 0.86 1.53
Year 3 cashflow 0.65 0.83 1.40
Year 4 cashflow 0.52 0.80 1.35
Year 5 cashflow 0.79 0.78 1.97
Year 6 to year 10 cashflow 5.86 7.41 11.67
Total expected payments 17.16 12.06 20.43

(J) Sensitivity analysis

The Sensitivity analysis below has been determined based on reasonably possible change of the respective
assumptions occurring at the end of the reporting period, while holding all other assumptions constant. These
sensitivities show the hypothetical impact of a change in each of the lied assumptions in isolation. While each of these
sensitivities holds all other assumptions constant, in practice such assumptions rarely change in isolation and the asset
value changes may offset the impact to some extent. For presenting the sensitivities, the present value of the Defined
Benefit Obligation has been calculated using the projected unit credit method at the end of the reporting period, which
is the same as that applied in calculating the Defined Benefit Obligation presented above. There was no change in the
methods and assumptions used in the preparation of the Sensitivity Analysis from previous year.

Projected benefits payable in future years from the For the year ended For the year For the year
date of reporting March 31, 2024 ended ended March 31,
March 31, 2023 2022
Projected benefit obligation on current assumptions
Rate of discounting
Impact of +1% change 12.44 17.57 39.80
Impact of -1% change 15.99 23.04 53.76
Rate of salary increase
Impact of +1% change 16.00 23.07 53.66
Impact of -1% change 12.41 17.51 39.76
Withdrawal Rate (W.R.)
Impact of +1% change 14.33 20.60 45.91
Impact of -1% change 13.71 19.36 46.20
324
Shree Tirupati Balajee Agro Trading Company Limited
(Formerly known as Shree Tirupati Balajee Agro Trading Company Private Limited)
CIN: U25204MP2001PLC014855

36 Employee benefit plans

4) Jagannath Plastics Private Limited

1) Defined contribution plans:

The Company participates in Provident fund as defined contribution plans on behalf of relevant personnel.
Any expense recognised in relation to provident fund represents the value of contributions payable during
the period by The Company at rates specified by the rules of provident fund. The only amounts included in
the balance sheet are those relating to the prior months contributions that were not paid until after the end
of the reporting period.

(a) Provident fund and pension

In accordance with the Employee’s Provident Fund and Miscellaneous Provisions Act, 1952, eligible
employees of the Company are entitled to receive benefits in respect of provident fund, a defined
contribution plan, in which both employees and the Company make monthly contributions at a specified
percentage of the covered employees’ salary. The contributions, as specified under the law, are made to
the provident fund administered and managed by Government of India (GOI). The Company has no further
obligations under the fund managed by the GOI beyond its monthly contributions which are charged to the
statement of Profit and Loss in the period they are incurred. The benefits are paid to employees on their
retirement or resignation from the Company.

Contribution to defined contribution plans, recognised in the statement of profit and loss for the year under
employee benefits expense, are as under:

Particulars For the year ended For the year For the year
March 31, 2024 ended ended March 31,
March 31, 2023 2022
i) Employer's contribution to provident fund and 3.87 4.65 6.19
pension
ii) Employer's contribution to state insurance 7.57 8.41 7.67
corporation
Total 11.44 13.05 16.51

(b) Defined benefit plans:

Gratuity (Unfunded)
The Company has an obligation towards gratuity, a unfunded defined benefit retirement plan covering all
employees. The plan provides for lump sum payment to vested employees at retirement or at death while
in employment or on termination of the employment of an amount equivalent to 15 days salary, as
applicable, payable for each completed year of service. Vesting occurs upon completion of five years of
service. The Company accounts for the liability for gratuity benefits payable in the future based on an
actuarial valuation.

The most recent actuarial valuation of the present value of the defined benefit obligation was carried out
for the year ended March 31, 2024 by an independent actuary. The present value of the defined benefit
obligation, and the related current service cost and past service cost, were measured using the projected unit
credit method.

(A) Through its defined benefit plans, the Company is exposed to a number of risks, the most significant of
which are detailed below:
(1) Investment Risk
The present value of the defined benefit plan liability is calculated using a discount rate determined by
reference to the market yields on government bonds denominated in Indian Rupees. If the actual return on
plan asset is below this rate, it will create a plan deficit.

(2) Interest Risk:

A decrease in the bond interest rate will increase the plan liability. However, this will be partially offset by
an increase in the return on the plan’s debt investments.

325
Shree Tirupati Balajee Agro Trading Company Limited
(Formerly known as Shree Tirupati Balajee Agro Trading Company Private Limited)
CIN: U25204MP2001PLC014855

(3) Longevity Risk:

The present value of the defined benefit plan liability is calculated by reference to the best estimate of the
mortality of plan participants both during and after their employment. An increase in the life expectancy of
the plan participants will increase the plan's liability.

(4) Salary Risk

The present value of the defined benefit plan liability is calculated by reference to the future salaries of plan
participants. As such, an increase in the salary of the plan participants will increase the plan’s liability.

(B) Principal actuarial assumptions used:

The principal assumptions used for the purposes of the actuarial valuations were as follows.

Particulars Gratuity (Unfunded)

As at March 31, 2024 As at March 31, 2023 As at March 31, 2022
1. Discount rate - Company 7.10% 7.40% 6.80%
2. Salary escalation - Company 5.50% 5.50% 5.50%
3. Rate of employee turnover - Company 5% at younger ages and 5% at younger ages 5% at younger ages and
reducing to 1% at older and reducing to 1% at reducing to 1% at older
ages according to older ages according ages according to
graduated scale to graduated scale graduated scale
4. Retirement Age 58 58 58
5. Mortality rate Indian Assured Lives Mortality (2012-14) Ult.

(C) Expenses recognised in profit and loss

Particulars Gratuity (Unfunded)
For the year For the year For the year
ended March 31, ended ended March 31,
2024 March 31, 2023 2022
Service cost:
Current service cost 11.75 13.40 13.54
Net Interest cost 2.60 3.54 2.90
Components of defined benefit cost recognised in profit or 14.35 16.94 16.44
loss
The current service cost and the net interest expenses for the year are included in the 'Employee benefits
expenses' line item in the Statement of profit and loss.

(D) Net interest cost recognised in profit or loss:

Particulars Gratuity (Unfunded)
For the year For the year For the year
ended March 31, ended ended March 31,
2024 March 31, 2023 2022
Interest cost 2.60 3.54 2.90
Interest income - - -
Net interest cost recognised in profit or loss 2.60 3.54 2.90

(E) Expenses recognized in the Other Comprehensive Income (OCI)

Particulars For the year ended For the year ended For the year ended
March 31, 2024 March 31, 2023 March 31, 2022
Actuarial (gains)/losses on obligation for the year
- Due to changes in demographic assumptions - - -
- Due to changes in financial assumptions 0.75 - -
- Due to experience adjustment (30.86) (28.12) (11.28)
Return on plan assets, excluding interest income - - -
Net (income)/expense for the period recognized in (30.11) (28.12) (11.28)
OCI

326
Shree Tirupati Balajee Agro Trading Company Limited
(Formerly known as Shree Tirupati Balajee Agro Trading Company Private Limited)
CIN: U25204MP2001PLC014855

(F) Amount recognised in the consolidated balance sheet

Particulars As at March 31, As at March 31, As at March 31,
2024 2023 2022
Present value of defined benefit obligation as at the end 19.23 36.64 47.82
of the year
19.23 36.64 47.82

(G) Net asset/(liability) recognised in the consolidated balance sheet

Recognised under: As at March 31, As at March 31, As at March 31,
2024 2023 2022
Long term provision 19.37 34.30 44.22
Short term provision 1.51 2.33 3.59
Total 20.88 36.64 47.82

(H) Movements in the present value of defined benefit obligation are as follows:
Particulars For the year ended For the year ended For the year ended
March 31, 2024 March 31, 2023 March 31, 2022
Opening defined benefit obligation 36.64 47.82 42.66
Transfer in/(out) obligation - - -
Current service cost 11.75 13.40 13.54
Interest cost 2.60 3.54 2.90
Actuarial losses / (Gain) (30.11) (28.12) (11.28)
Benefits paid from the fund - - -
Closing defined benefit obligation 20.88 36.64 47.82

(I) Maturity profile of defined benefit obligation:

Projected benefits payable in future years from the For the year ended For the year ended For the year ended
date of reporting March 31, 2024 March 31, 2023 March 31, 2022
Year 1 cashflow 1.51 2.33 3.59
Year 2 cashflow 1.18 1.59 1.87
Year 3 cashflow 1.57 1.70 1.81
Year 4 cashflow 1.16 1.57 1.78
Year 5 cashflow 0.70 1.43 2.54
Year 6 to year 10 cashflow 4.16 5.84 9.01
Total expected payments 10.27 14.39 20.61

(J) Sensitivity analysis

The Sensitivity analysis below has been determined based on reasonably possible change of the respective
assumptions occurring at the end of the reporting period, while holding all other assumptions constant. These
sensitivities show the hypothetical impact of a change in each of the lied assumptions in isolation. While each of these
sensitivities holds all other assumptions constant, in practice such assumptions rarely change in isolation and the asset
value changes may offset the impact to some extent. For presenting the sensitivities, the present value of the Defined
Benefit Obligation has been calculated using the projected unit credit method at the end of the reporting period, which
is the same as that applied in calculating the Defined Benefit Obligation presented above. There was no change in the
methods and assumptions used in the preparation of the Sensitivity Analysis from previous year.

Projected benefits payable in future years from the For the year ended For the year ended For the year ended
date of reporting March 31, 2024 March 31, 2023 March 31, 2022
Projected benefit obligation on current assumptions
Rate of discounting
Impact of +1% change 18.52 32.00 41.77
Impact of -1% change 23.74 42.32 55.23
Rate of salary increase
Impact of +1% change 23.76 42.37 55.26
Impact of -1% change 18.47 31.88 41.65
Withdrawal Rate (W.R.)
Impact of +1% change 21.31 37.72 48.74
Impact of -1% change 20.38 35.38 46.74

327
Shree Tirupati Balajee Agro Trading Company Limited
(Formerly known as Shree Tirupati Balajee Agro Trading Company Private Limited)
CIN: U25204MP2001PLC014855

37 Related party disclosures

a) Details of related parties

Description of relationship Name of the related party

Key management personnel
- Director Mr. Binod Kumar Agarwal
- Director Mr. Ranjan Kumar Mohapatra
- Director Mr. Sakul Grover (Director upto 02/09/2023)
- Director Mrs. Anubha Mishra
- Independent Director Mr. Palash Jain
- Independent Director Mr. Amit Bajaj
- Independent Director Mrs. Ruchi Joshi Meratia
- CFO (of Shree Tirupati Balajee Agro Trading Company Limited) Ms. Nimisha Agrawal
- CS (of Shree Tirupati Balajee Agro Trading Company Limited) Ms. Rishika Ringhai
- Director (of Subsidiary Company Shree Tirupati Balajee FIBC Mr. Yash Khemchandani
Limited)
- Director (of Subsidiary Company Shree Tirupati Balajee FIBC Mrs. Priyanka Sengar
Limited)
- Director (of Subsidiary Company Shree Tirupati Balajee FIBC Mr. Hatim Badshah
Limited) Mr. Amit Agarwal
- Additional Director (of Subsidiary Company Shree Tirupati Balajee
FIBC Ltd.)
- CFO (of Subsidiary Company Shree Tirupati Balajee FIBC Limited) Mr. Hamza Hussain
- CS (of Subsidiary Company Shree Tirupati Balajee FIBC Limited) Mr. Vipul Goyal
Relatives of key management personnel (where transactions have
taken place)
Wife of Director Mrs. Sunita Agarwal
Daughter of Director Mrs. Vinita Agarwal
Daughter of Director Mrs. Chanchal Agarwal
Mother of Director (director upto 02/09/2023) Mrs. Ranjana Grover
Son of Director Mr. Anant Agarwal
Enterprises over which key management personnel is able to exerciseAon Textiles Private Limited
significant influence (where transactions have taken place) Ever Bags Packaging Private
Limited Foamnet Plastics Private
Limited
Stable Textile Private Limited
Jumbo Junction
Crimptech Private
Limited
Subsidiary Companies Shree Tirupati Balajee FIBC Limited
Jagannath Plastics Private Limited
Honourable Packaging Private Limited

b) Transactions during the year with related parties

S. No. Particulars For year ended For year ended For year ended
March 31, 2024 March 31, 2023 March 31, 2022
A Key management personnel
I Binod Kumar Agarwal
Managerial Remuneration 120.00 120.00 120.00
II Anubha Mishra
Remuneration 5.30 - -
III Amit Bajaj
Remuneration 0.08 - -
IV Ruchi Joshi Meratia
Remuneration 0.08 - -
V Palash Jain
328
Shree Tirupati Balajee Agro Trading Company Limited
(Formerly known as Shree Tirupati Balajee Agro Trading Company Private Limited)
CIN: U25204MP2001PLC014855

Remuneration 0.08 - -
VI Nimisha Agrawal
Remuneration 4.47 - -
VII Rishika Singhai
Remuneration 2.05 - -
VIII Hamza Hussain
Remuneration 7.36 6.68 6.31
IX Vipul Goyal
Remuneration 4.56 6.92 5.70
X Ranjan Kumar Mohapatra
Remuneration 9.00 4.51 4.51
XI Amit Agrawal
Remuneration 0.83 - -
XII Sakul Grover
Remuneration 15.46 32.50 27.50
B Relatives of Key Management Personnel
I Sunita Agarwal
Remuneration 24.00 48.00 48.00
II Vinita Agarwal
Remuneration 16.20 27.00 32.40
III Chanchal Agarwal
Remuneration 9.00 18.00 18.00
IV Anant Agarwal (Jumbo Junction)
Remuneration 9.00 18.00 18.00
Sale - 15.32 -
Capital Goods Purchased 9.64 29.08 2.79
Expenditure 0.26 - -
Rent Paid 65.98 65.98 65.98
V Ranjana Grover
Remuneration 9.00 18.00 -
C Enterprises over which key management
personnel is able to exercise significant
influence*
I Aon Textiles Private Limited
Sale 1,170.26 757.35 437.62
Purchase 1,840.02 1,941.06 1,335.16
Job Work Received 22.53 39.68 9.59
Job Work Paid 41.64 51.26 186.76
Capital Goods Sold - 10.50 -
II Ever Bags Packaging Private Limited
Sale 5,256.11 6,386.56 111.25
Purchase 6,734.59 6,527.38 0.63
Job Work Paid 9.42 279.69 215.89
Job Work Received 90.41 31.39 -
Capital Goods Purchased - 29.62 -
Capital Goods Sold 16.66 - -
III Foamnet Plastics Private Limited
Sale 94.57 122.74 -
Purchase 47.72 - -
Job Work Paid - 21.12 -
Capital Goods Sold - 7.00 -
Rent Received - 0.80 -
IV Stable Textile Private Limited
Sale 1,017.10 34.55 180.28
Purchase 1,069.24 364.09 538.65
Capital Goods Purchased 7.05 32.31 -

329
Shree Tirupati Balajee Agro Trading Company Limited
(Formerly known as Shree Tirupati Balajee Agro Trading Company Private Limited)
CIN: U25204MP2001PLC014855

Job Work Received 1.41 - 12.28

Capital Goods Sold 3.09 - -
Rent Received - - -
D Subsidiary Firms
I Honourable Packaging Private Limited
Sale 396.21 2,136.04 2,923.95
Purchase 940.28 2,516.02 396.73
Job Work Received 54.32 215.48 37.41
Job Work Paid 18.95 55.73 283.05
II Jagannath Plastics Private Limited
Sale 748.11 4,479.11 5,553.78
Purchase 1,342.79 1,823.62 1,715.67
Job Work Recd. 407.71 471.23 209.12
Job Work Paid 615.01 668.84 719.23
Capital Goods Sold - - 120.00
III Shree Tirupati balajee FIBC Limited
Sale 6,916.71 9,014.60 12,643.73
Purchase 100.52 12.79 8.85
Job Work Recd. 91.74 160.97 95.22
Capital Goods Sold 351.00 - -
Security Deposit - - 173.25
Capital Goods Purchase 55.26 - -

The transactions with related parties are made in the normal course of business and on terms equivalent to those that
prevail in arm’s length transactions. All the related party transactions are reviewed and approved by board of directors.

c) Amounts outstanding with related parties (Positive Figures represent Debit Balances and Negative
Figures represent credit Balances)

S. No. Particulars For year ended For year ended For year ended
March 31, 2024 March 31, March 31, 2022
2023
AKey management personnel
IBinod Kumar Agarwal
Managerial Remuneration (3.00) (5.85) (33.38)
Unsecured Loan (5.00) - -
II Hamza Hussain
Remunerations (0.61) (0.61) (0.31)
III Vipul Goyal
Remunerations (0.38) (0.38) (0.68)
IV Ranjan Kumar Mohapatra
Remunerations (0.65) (0.32) (0.32)
V Anubha Mishra
Remunerations (0.64) - -
VI Nimisha Agrawal
Remunerations (0.50) - -
VII Rishika Singhai
Remunerations (0.37) - -
VIII Sakul Grover
Remunerations - (0.32) (0.90)
B Relatives of Key Management Personnel
I Sunita Agarwal
Unsecured Loans 23.00 - -
Remuneration - (0.15) (0.68)
II Vinita Agarwal
Remuneration - (1.67) (5.00)
III Chanchal Agarwal
330
Shree Tirupati Balajee Agro Trading Company Limited
(Formerly known as Shree Tirupati Balajee Agro Trading Company Private Limited)
CIN: U25204MP2001PLC014855

Remuneration - (1.12) (8.74)

IV Anant Agarwal
Transaction (12.86) (10.73) (15.04)
Security Deposit 63.50 63.50 63.50
V Ranjana Grover
Remuneration - (1.23) (0.96)
C Enterprises over which key management
personnel is able to exercise significant
influence
I Aon Textiles Private Limited
Transaction 180.78 12.59 (152.24)
Long Term Deposit - - 83.07
II Ever Bags Packaging Private Limited 1,378.25 1,845.66 967.06
III Foamnet Plastics Private Limited 0.70 89.98 -
IV Stable Textile Private Limited 420.91 (3.93) (40.01)
V Crimptech Private Limited 22.52 22.52 22.52
D Subsidiary Firms
I Honourable Packaging Private Limited 797.59 738.58 665.94
II Jagannath Plastics Private Limited (108.69) 588.54 526.87
III Shree Tirupati Balajee FIBC Limited
Transaction (284.38) (466.61) (10.91)
Security Deposit (498.75) (498.75) (498.75)

38 Financial instruments and risk management

a) Capital risk management

The Company’s objective, when managing capital is to ensure the going concern operation and to maintain
an efficient capital structure to reduce the cost of capital, support the corporate strategy and meet
shareholder’s expectations. The policy of the Company is to borrow funds through banks or raise through
equity which is supported by committed borrowing facilities to meet anticipated funding requirements. The
Company manages its capital structure and makes adjustments in the light of changes in economic
conditions and the requirement of financial markets. The capital structure is governed by policies approved
by the Board of Directors, and is monitored by various metrics. The following table summarises the capital
of the Company:

Particulars As at March 31, As at March As at March 31,

2024 31, 2023 2022
Short term debts (including current maturities of long term 20,535.58 17,210.35 17,937.18
debt)
Long term debts 3,833.14 5,170.38 6,068.34

Total Debts 24,368.72 22,380.73 24,005.52

Less: Cash and cash equivalents (30.67) (508.62) (873.25)
Net debt 24,338.05 21,872.11 23,132.27
Total Equity 17,306.50 11,021.19 9,222.97
Net debt to equity ratio 1.41 1.98 2.51

In order to achieve this overall objective, the Company’s capital management, amongst other things, aims
to ensure that it meets financial covenants attached to the interest-bearing loans and borrowings.

The Company has not defaulted on any loans payable, and there has been no breach of any loan covenants.

No changes were made in the objectives, policies or processes for managing capital during the year ended
March 31, 2024 March 31, 2023 and March 31, 2022.

331
Shree Tirupati Balajee Agro Trading Company Limited
(Formerly known as Shree Tirupati Balajee Agro Trading Company Private Limited)
CIN: U25204MP2001PLC014855

b) Categories of financial instruments

The following table provides categorisation of all financial instruments
Particulars As at March 31, As at March As at March 31,
2024 31, 2023 2022
Financial assets
(a) Loans & Advances(including inter corporate deposit) 3,088.36 663.28 1,371.73
(b) Security deposits 659.08 711.09 688.29
(c) Deposits with bank (Fixed Deposits) 216.62 623.22 650.13
(d) Cash and cash equivalent 30.67 508.62 873.25
(e) Bank balance other than (d) above 751.03 429.85 217.57
(f) Trade receivables 9,285.47 5,106.91 4,817.77
(g) Other financial assets 842.08 978.15 1,575.14
Total financial assets 14,873.31 9,021.12 10,193.88

Financial liabilities
Measured at amortised cost
(a) Borrowings 24,368.72 22,380.73 24,005.52
(b) Trade payables 3,431.07 902.38 1,655.83
(c) Lease Liability 129.43 134.02 138.35
(d) Other financial liabilities 5.74 1.47 4.76
Total financial liabilities 27,934.96 23,418.60 25,804.47

c) Financial risk management objectives

The Company’s principal financial liabilities comprise loans and borrowings and trade and other payables.
The main purpose of these financial liabilities is to finance the Company’s operations. The Company’s
principal financial assets include loans, trade and other receivables, and cash and cash equivalents that derive
directly from its operations.

The Company is exposed to market risk, credit risk and liquidity risk. The Company periodically reviews the
risk management policy so that the management manages the risk through properly defined mechanism. The
focus is to foresee the unpredictability and minimise potential adverse effects on the Company’s financial
performance. The Company’s overall risk management procedures to minimise the potential adverse effects
of financial market on the Company’s performance are as follows:

i. Market risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because
of changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and
other price risk, such as equity price risk and commodity risk.

(a) Interest rate risk:

The Company is exposed to cash flow interest rate risk from long-term borrowings at variable rate.
Currently the Company has external borrowings and borrowings which are fixed and floating rate
borrowings. The Company achieves the optimum interest rate profile by refinancing when the interest
rates go down. However this does not protect Company entirely from the risk of paying rates in excess
of current market rates nor eliminates fully cash flow risk associated with variability in interest
payments, it considers that it achieves an appropriate balance of exposure to these risks.

(b) Foreign currency risk:

Foreign Currency Risk is the risk that the fair value or future cash flows of an exposure will fluctuate
because of changes in foreign currency rates. Exposures can arise on account of the various assets and
liabilities which are denominated in currencies other than Indian Rupee.

332
Shree Tirupati Balajee Agro Trading Company Limited
(Formerly known as Shree Tirupati Balajee Agro Trading Company Private Limited)
CIN: U25204MP2001PLC014855

Particulars of unhedged foreign currency exposures as at the reporting date:

Particulars As at March 31, As at March 31, As at March 31,

2024 2023 2022
(a). Financial liabilities:
In USD 54,733.20 14,783.97 18,552.44
In Euro 1,00,000.00 1,284.00 -
Equivalent in ₹ lakhs 135.74 13.30 14.11
(b). Financial assets:
In USD 50,040.39 20,48,072.98 40,93,252.71
In GPB 4,78,884.63 2,09,131.72 -
In EURO 3,43,709.11 9,17,360.14 15,50,092.81
Equivalent in ₹ lakhs 855.32 2,729.39 4,271.55

ii. Credit risk management

Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or
customer contract, leading to a financial loss. The Company is exposed to credit risk from its operating
activities (primarily trade receivables) and from its financing activities, including deposits with banks
and financial institutions, foreign exchange transactions and other financial instruments.

The Company’s exposure to credit risk is influenced mainly by the individual characteristics of each
customer. The demographics of the Company’s customer base, including the default risk of the industry
and country, in which customers operate, has less influence on the credit risk.

The Company evaluates the concentration of risk with respect to trade receivables as low, as none of its
customers constitutes significant portions of trade receivables as at the year end.

Credit risk from balances with banks and financial institutions is managed by Company's treasury in
accordance with the Company’s policy. The company limits its exposure to credit risk by only placing
balances with local banks of good repute. Given the profile of its bankers, management does not expect
any counterparty to fail in meeting its obligations.

iii. Liquidity risk management

Liquidity risk is the risk that the Company will encounter difficulty in raising funds to meet
commitments associated with financial instruments that are settled by delivering cash or another
financial asset. Liquidity risk may result from an inability to sell a financial asset quickly at close to its
fair value. The Company has an established liquidity risk management framework for managing its short
term, medium term and long term funding and liquidity management requirements. The Company’s
exposure to liquidity risk arises primarily from mismatches of the maturities of financial assets and
liabilities. The Company manages the liquidity risk by maintaining adequate funds in cash and cash
equivalents. Surplus funds not immediately required are invested in certain financial assets which
provide flexibility to liquidate at short notice and are included in cash equivalents.

Liquidity risk table

The table below summarises the maturity profile of the Company’s financial liabilities based on
contractual undiscounted payments.

Particulars Upto 1 year 1-5 years Total

March 31, 2024
Borrowings 20,535.58 3,833.14 24,368.72
Trade payables 3402.35 28.72 3,431.07
Other financial liabilities 5.74 129.43 135.16
Total 23,943.67 3,991.29 27,934.96
March 31, 2023
Borrowings 17,210.35 5,170.38 22,380.73
Trade payables 875.14 27.24 902.38
Other financial liabilities 1.47 134.02 135.49
333
Shree Tirupati Balajee Agro Trading Company Limited
(Formerly known as Shree Tirupati Balajee Agro Trading Company Private Limited)
CIN: U25204MP2001PLC014855

Total 18,086.96 5,331.64 23,418.60

March 31, 2022
Borrowings 17,937.18 6,068.34 24,005.52
Trade Payables 1,589.87 65.96 1,655.83
Other Financial Liabilities 4.76 138.35 143.12
Total 19,531.81 6,272.65 25,804.47

39 Fair value measurements

This note provides information about how the Company determines fair values of various financial assets and
financial liabilities.

a) Fair value of the Company's financial assets and financial liabilities that are measured at fair value on
a recurring basis
The Company has not measure any financial assets and financial liabilities that are measured at fair value on
a recurring basis except for following-
a) Gold Coins
b) Union Bond

b) Fair value of financial assets and financial liabilities that are not measured at fair value (but fair value
disclosures are required)
The directors of the Company consider that the carrying amounts of financial assets and financial liabilities
recognised in these financial statements approximate their fair values.

40 Disclosure as per Section 186 of the Companies Act, 2013

The details of loans, guarantees and investments under Section 186 of the Companies Act, 2013 read with the
Companies (Meetings of Board and its Powers) Rules, 2014 are as follows:

(i) Details of Investments made by the Company are given in Note No. 4 in the financial statement.
(ii) Details of Loans & Advances Given by the Company are given in Note No. 5 in the financial statement.

41 Other Notes
41.1 The Company does not own benami properties. Further, there are no proceedings which have been
initiated or are pending against the Company for holding any benami property under the Benami
Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder.
41.2 The Company has not traded or invested in Crypto currency or Virtual Currency during each reporting
period. During each reporting period, the Company has not traded or invested in Crypto currency or
Virtual Currency.
41.3 There were no Scheme of Arrangements entered by the Company during each reporting period, which
required approval from the Competent Authority in terms of sections 230 to 237 of the Companies Act,
2013.

41.4 Relationship with struck-off companies

The Company did not have any transactions with Companies struck off.

41.5 The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies),
including foreign entities (Intermediaries) with the understanding that the Intermediary shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by
or on behalf of the Company (Ultimate Beneficiaries) or
(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

41.6 The Company has not made any delay in Registration of Charges under the Companies Act, 2013.

41.7 Code of Social Security, 2020

The Code on Social Security, 2020 (‘Code’) relating to employee benefits during employment and
post-employment benefits received Presidential assent in September 2020. The Code has been
published in the Gazette of India. However, the date on which the Code will come into effect has not
been notified. the Company will assess the impact of the Code when it comes into effect and will record
any related impact in the period when the Code becomes effective.

334
Shree Tirupati Balajee Agro Trading Company Limited
(Formerly known as Shree Tirupati Balajee Agro Trading Company Private Limited)
CIN: U25204MP2001PLC014855

42 Statement of Information Regarding Group Companies

42.1 Interest in subsidiaries
The financial statements of group include group information, wherever required, pertaining to holding
company Shree Tirupati Balajee Agro Trading Company Limited

Name of Subsidiary Method used Place of Proportion of Ownership, Interest & Voting
to fair value Incorporation Power
investments As at March As at March As at March
31, 2024 31, 2023 31, 2022
Honourable Packaging At cost India 97.73% 97.73% 97.73%
Pvt. Ltd.
Jagannath Plastics Pvt. At cost India 99.85% 99.85% 99.85%
Ltd.
Shree Tirupati Balajee At cost India 52.14% 52.14% 52.14%
FIBC Ltd.

42.2 Information Regarding subsidiaries

Name of the Period Net Assets Share in Profit/(loss)

Share in Share in Total
entity After Tax
Comprehensive Comprehensive
Income Income
% of Amount % of Amount % of Amount % of Amount
Consolidated Consolidated Consolidated Consolidated
Parent
Shree Tirupati 31/03/2024 71.45% 12,365.70 47.80% 1,724.14 51.64% 53.82 47.90% 1,777.96
Balajee Agro 31/03/2023 66.48% 7,327.34 42.61% 882.86 55.67% 90.01 43.56% 972.87
Trading 31/03/2022 68.68% 6,334.28 37.19% 508.04 61.86% 28.71 38.01% 536.75
Company
Limited
Subsidiary
Shree Tirupati 31/03/2024 44.80% 7,753.78 39.10% 1,410.38 15.34% 15.99 38.43% 1,426.37
Balajee FIBC 31/03/2023 57.41% 6,327.40 44.22% 916.06 18.12% 29.30 42.33% 945.35
Limited 31/03/2022 58.35% 5,382.05 52.78% 720.86 12.11% 5.62 51.44% 726.48

Honourable 31/03/2024 4.04% 699.65 3.78% 136.31 11.39% 11.87 3.99% 148.19
Packaging 31/03/2023 5.00% 551.46 4.71% 97.54 13.19% 21.32 5.32% 118.87
Private Limited 31/03/2022 4.69% 432.60 1.32% 18.09 7.83% 3.63 1.54% 21.73

Jagannath 31/03/2024 11.29% 1,953.70 9.33% 336.43 21.62% 22.53 9.67% 358.96
Plastics Private 31/03/2023 14.47% 1,594.74 8.46% 175.34 13.01% 21.04 8.79% 196.38
Limited 31/03/2022 15.16% 1,398.36 8.70% 118.89 18.19% 8.44 9.02% 127.34

Inter Company 31/03/2024 -31.59% (5,466.33) 0.00% - 0.00% 0.00% 0.00% -

31/03/2023 -43.37% (4,779.76) 0.00% - 0.00% 0.00% 0.00% -
31/03/2022 -46.89% (4,324.33) 0.00% - 0.00% 0.00% 0.00% -

31/03/2024 100.00% 17,306.50 100.00% 3,607.27 100.00% 104.21 100.00% 3,711.48

31/03/2023 100.00% 11,021.19 100.00% 2,071.80 100.00% 161.67 100.00% 2,233.47
31/03/2022 100.00% 9,222.97 100.00% 1,365.90 100.00% 46.41 100.00% 1,412.31

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Shree Tirupati Balajee Agro Trading Company Limited
(Formerly known as Shree Tirupati Balajee Agro Trading Company Private Limited)
CIN: U25204MP2001PLC014855

43 Ratio Analysis and its elements

Where any one or both the components of ratios are extracted from statement of profit and loss, the ratios
are provided for the years whose balance sheet and profit and loss account both form part of these financials.
However, where both the components of ratio are extracted from the Balance sheet, the ratios are provided
for all the periods.

a) Current Ratio = Current assets divided by Current liabilities

Particulars As at March 31, As at March 31, As at March 31,
2024 2023 2022
Current assets 41,626.64 29,792.11 29,417.15
Current liabilities 26,147.12 19,303.00 20,583.82
Ratio (In times) 1.59 1.54 1.43
% Change from previous year 3.25% 7.69% 5.15%

b) Return on Equity Ratio = Net profit after tax divided by average equity
Particulars As at March 31, As at March 31, As at March 31,
2024 2023 2022
Net profit after tax 3,607.27 2,071.80 1,365.90
Total equity* 14,163.84 10,122.08 8,691.41
Ratio (In times) 0.25 0.20 0.16
% Change from previous year 24.43% 30.24% 4.77%
*Average equity represents the average of opening and closing total equity.
Reason for change more than 25%:
Due to increase in Profit during F.Y. 22-23.

c) Inventory Turnover Ratio = Cost of materials consumed plus changes in inventory divided
by average inventory
Particulars As at March 31, As at March 31, As at March 31,
2024 2023 2022
Cost of materials consumed plus changes in 37,489.87 30,742.96 28,398.17
inventory
Average Inventory 22,678.06 19,780.60 18,654.27
Ratio (In times) 1.65 1.55 1.52
% Change from previous year 6.37% 2.09% 22.63%

d) Trade Receivables turnover ratio = Total Sales divided by average trade receivables
Particulars As at March 31, As at March 31, As at March 31,
2024 2023 2022
Sales 53,966.08 47,543.33 44,418.05
Average Trade Receivables # 7,196.19 4,962.34 4,752.02
Ratio (In times) 7.50 9.58 9.35
% Change from previous year -21.73% 2.50% 46.64%
#Average Trade receivables represents the average of opening and closing trade receivables.
Reason for change more than 25%:
Due to increase in Sales as well as increased in overall operations of the Company.

e) Trade payables turnover ratio = Total purchases divided by average trade payables
Particulars As at March 31, As at March 31, As at March 31,
2024 2023 2022
Purchases 42,498.95 31,464.89 29,890.40
Average Trade Payables 2,166.73 1,279.11 2,905.96
Ratio (In times) 19.61 24.60 10.29
% Change from previous year -25.41% 58.19% 61.95%
Reason for change more than 25%:
Due to decrease in trade payables over the period for FY 2021-22 and FY 2022-23.
Due to increase in purchase amount for FY 2023-24

336
Shree Tirupati Balajee Agro Trading Company Limited
(Formerly known as Shree Tirupati Balajee Agro Trading Company Private Limited)
CIN: U25204MP2001PLC014855

f) Net Capital Turnover Ratio = Sales divided by Net Working capital

Particulars As at March 31, As at March 31, As at March 31,
2024 2023 2022
Sales (A) 53,966.08 47,543.33 44,418.05
Current Assets (B) 41,626.64 29,792.11 29,417.15
Current Liabilities (C) 26,147.12 19,303.00 20,583.82
Net Working Capital (D = B - C) 15,479.52 10,489.11 8,833.33
Ratio (In times) (E = A / D) 3.49 4.53 5.03
% Change from previous year -23.08% -9.86% 5.85%

g) Net profit ratio = Net profit before tax divided by Sales

Particulars As at March 31, As at March 31, As at March 31,
2024 2023 2022
Net profit before tax 4,744.25 2,710.85 1,733.65
Sales 53,966.08 47,543.33 44,418.05
Ratio (In %) 8.79% 5.70% 3.90%
% Change from previous year 54.18% 46.09% -9.75%
Reason for change more than 25%:
Due to increase in Profit

h) Return on Capital employed (pre -tax) = Earnings before interest and taxes (EBIT) divided by
average Capital Employed
Particulars As at March 31, As at March 31, As at March 31,
2024 2023 2022
Profit before tax (A) 4,744.25 2,710.85 1,733.65
Add : Interest (B) 1,882.92 1,593.36 1,331.37
EBIT (C) = (A) + (B) 6,627.17 4,304.21 3,065.02
Total Assets (C) 45,469.84 39,217.29 37,046.60
Current Liabilities (D) 22,725.06 19,943.41 20,327.34
Capital Employed (E)=(C)-(D) 22,744.78 19,273.88 16,719.26
Ratio (In %) 29.14% 22.33% 18.33%
% Change from previous year 30.47% 21.82% -1.20%

i) Debt Equity ratio = Total debts divided by Total Equity

Particulars As at March 31, As at March 31, As at March 31,
2024 2023 2022
Total Debts 24,368.72 22,380.73 24,005.52
Shareholder's funds 17,306.50 11,021.19 9,222.97
Ratio (In %) 1.41% 2.03% 2.60%
% Change from previous year -30.66% -21.98% 11.12%
Reason for change more than 25%:
Due to increase in shareholder's fund as share capital and profit for the year increased.

j) Debt service coverage ratio= Earnings available for debt services divided by total interest and
principal repayments.
Particulars As at March 31, As at March 31, As at March 31,
2024 2023 2022
Profit after tax (A) 3,607.27 2,071.80 1,365.90
Add: Non cash operating expenses and
finance cost
-Depreciation and amortisation (B) 691.27 580.72 715.24
-Finance cost (C) 2,071.52 1,782.86 1,602.46
Total Non-cash operating expenses and 2,762.79 2,363.58 2,317.69
finance cost (Pre-tax) (D= B+C)
Total Non-cash operating expenses and finance 2,067.45 1,768.72 1,734.38
cost (Post-tax) (E = D (1-Tax rate))
Earnings available for debt services (F = A+E) 5,674.72 3,840.52 3,100.27
337
Shree Tirupati Balajee Agro Trading Company Limited
(Formerly known as Shree Tirupati Balajee Agro Trading Company Private Limited)
CIN: U25204MP2001PLC014855

Debt service
Interest (G) 1,882.92 1,593.36 1,331.37
Lease payments (H) - - -
Principal repayments (I) 1,892.64 1,487.24 1,552.63
Total Interest and principal repayments (J = 3,775.56 3,080.59 2,884.00
G + H + I)
Ratio (In times) (J = F/ I) 1.50 1.25 1.07
% Change from previous year 20.56% 15.97% -11.78%

44 Other Events:- Conversion into Public Limited Company

The Company has been converted from Private Limited Company to Public Limited Company vide resolution
passed in the Extra Ordinary General Meeting of the Company held on November 20, 2023.

45 Previous period figures have been recasted/ restated to confirm to the current period.

For and on behalf of Board of Directors of Shree Tirupati Balajee

Agro Trading Company Limited
For M.S. Dahiya & Co.
Chartered Accountants
Firm Reg. No.: 013855C
Binod Kumar Agarwal Ranjan Kumar Mohapatra
Managing Director Director
Harsh Firoda DIN: 00322536 DIN: 02267845
Partner
M. No. 409391
Nimisha Agrawal Rishika Singhai
Chief Financial Officer Company Secretary
Place: Pithampur Place: Pithampur M. No. A72706
Date: 19.07.2024 Date: 19.07.2024

ANNEXURE VII
Restatement adjustment to Audited Ind As Consolidated Financial Statements
All amounts are ₹ in Lakhs unless otherwise stated

Part A
The summary of results of restatement adjustments made in the audited consolidated financial
statements for the respective year and its impact on the profit of the Group is as follows

Particulars For the year ended

31st March 2024 31st March 2023 31st March 2022
(A) Total Comprehensive Income for the year as 3,711.48 2,219.52 1,446.85
per audited financial statements
(B) Adjustment for:-
Revenue from Operations - - 145.60
Other Income - - 0.80
Finance Cost - 40.27 (11.94)
Cost of Material Consumed - (93.25) (189.76)
Employee Benefit Expenses - 60.82 (2.00)
Other Expenses - 2.70 5.17
Current Taxes - 11.84 17.29
Deferred Tax Expense - - -
MAT Credit - (8.43) 0.31
Earlier Period Taxes - - -
Total adjustments - 13.95 (34.54)
Restated Total Comprehensive Income for the 3,711.48 2,233.47 1,412.31
year

338
Shree Tirupati Balajee Agro Trading Company Limited
(Formerly known as Shree Tirupati Balajee Agro Trading Company Private Limited)
CIN: U25204MP2001PLC014855

Part B
The summary of results of restatement adjustments made in the audited consolidated financial
statements for the respective year and its impact on Total Equity of the Group is as follows:

For the year ended

Particulars 31st March 2024 31st March 2023 31st March 2022
(A) Total Equity as per audited financial 21,089.22 14,117.36 11,877.63
statements
(B) Adjustment for:-
Employee Benefit Expenses - - -
Finance Cost - - -
Cost of Material Consumed - - -
Employee Benefit Expenses - - -
Other Expenses - - -
Current Taxes - - -
Deferred Tax Expense - - -
MAT Credit - - -
Earlier Period Taxes - - -
Change in Profit/(Loss) for current year - 13.95 (34.54)
Change in Profit/(Loss) for previous year (21.42) (35.34) (0.80)
Total adjustments (21.42) (21.42) (35.34)
Restated Total Equity 21,067.82 14,095.94 11,842.29

Notes to the adjustments

1. The Restated Ind AS Consolidated Financial Information do not require any adjustment for auditor
qualification as there was no qualification in the underlying audit reports of the respective years that
required any corrective adjustments

2. In audited Consolidated financial statements for financial year 2023-24, 2022-23, 2021-22 various
expenses such as bonus, discount, processing charges, bank charges pertaining to earlier years were
accounted in the subsequent year. For the purpose of the Restated Consolidated Financial
Information, such expenses have been appropriately adjusted in the respective financial year to which
they relate.

3. In audited Consolidated financial statements for financial year 2023-24, 2022-23, 2021-22 tax
pertaining to earlier years were accounted based on self assessment by Group. For the purpose of the
Restated Consolidated Financial Information, such taxes, interest and errors have been appropriately
adjusted in the respective financial year to which they relate.

4. For the purpose of this Restated Consolidated Financial Information, certain errors of previous years
are corrected retrospectively in the years to which they pertain. Such as provision for gratuity, prior
period expenses etc.

5. Deferred tax impact of the restatement adjustments as explained above is given based on the
applicable tax rates.

6. Material Regrouping

Appropriate adjustments have been made in the Restated Ind AS Consolidated Summary Statement
of Assets and Liabilities, Profit and Loss and Cash Flows, wherever required, by a reclassification of
the corresponding items of income, expenses, assets, liabilities and cash flows in order to bring them
in line with the groupings/ disclosures as per the Audited Consolidated Financial Statements of the
Group.

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 OTHER FINANCIAL INFORMATION

The accounting ratios required under Clause 11 of Part A of Schedule VI of the SEBI ICDR Regulations are given below:
(₹ in lakhs, unless otherwise stated)
As at and for the As at and for the As at and for the
Particulars financial year ended financial year ended financial year ended
March 31, 2024 March 31, 2023 March 31, 2022
Restated profit for the year (A) 3,607.27 2,071.80 1,365.90
Weighted average number of
equity shares outstanding as at 6,28,52,076 5,90,58,000 5,90,45,747
year end for basic EPS (B)
Weighted average number of
equity shares outstanding as at 6,28,52,076 5,90,58,000 5,90,45,747
year end for diluted EPS (C)
Basic Earnings per share (in ₹)
5.74 3.51 2.31
(D = A/B)
Diluted Earnings per share (in
5.74 3.51 2.31
₹) (E = A/C)
(1)
Net Worth (F) 17,306.50 11,021.19 9,222.97
Return on Net Worth (G =
20.84 18.80 14.81
A/F*100) (%) (2)
Net Asset Value per equity
27.54 18.66 15.62
share (in ₹) (H= F/B)(3)
EBITDA(4) (I) 7,507.04 5,074.43 4,051.35
Notes:
1. Net Worth is calculated as the sum of equity share capital and other equity attributable to owners of the Company.
2. Return on Net Worth (RONW) calculated as restated profit for the year divided by Net worth.
3. Net Asset Value (in ₹) = Equity attributable to owners of the Company divided by weighted average numbers of equity shares
outstanding during the year / period.
4. EBITDA has been calculated as Restated profit before tax + interest expense + depreciation and amortization.

For details of Non – GAAP measures, please see “Management’s Discussion and Analysis of Financial Condition and Results of
Operations” beginning on page 342.

In accordance with the SEBI ICDR Regulations the audited financial statements of our Company for the financial years ended
March 31, 2024, March 31, 2023 and March 31, 2022 (collectively, the “Audited Consolidated Financial Statements”) are available
on our website at www.tirupatibalajee.net. Our Company is providing a link to this website solely to comply with the requirements
specified in the SEBI ICDR Regulations. The Audited Financial Statements do not constitute, (i) a part of this Red Herring
Prospectus and or (ii) a prospectus, a statement in lieu of a prospectus, an offering circular, an offering memorandum, an
advertisement, an offer or a solicitation of any offer or an offer document or recommendation or solicitation to purchase or sell any
securities under the Companies Act, the SEBI ICDR Regulations, or any other applicable law in India or elsewhere. The Audited
Financial Statements should not be considered as part of information that any investor should consider for subscription to or
purchase of any securities of our Company and should not be relied upon or used as a basis for any investment decision. None of
our Company or any of its advisors, nor BRLMs nor any of their respective employees, directors, affiliates, agents or
representatives accept any liability whatsoever for any loss, direct or indirect, arising from any information presented or contained
in the Audited Financial Statements, or the opinions expressed therein.

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 RELATED PARTY TRANSACTIONS

For details of the related party transactions, as per the requirements under applicable Accounting Standards, i.e., Ind AS 24 –
Related Party Disclosures read with the SEBI ICDR Regulations, as at and for the Financial Years ended March 31, 2024, March
31, 2023 and March 31, 2022, see “Restated Consolidated Financial Statements–Note 37 – Related Party Disclosures” on page
255.

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 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

You should read the following discussion in conjunction with our Restated Consolidated Financial Statements for Fiscals 2024,
2023 and 2022 including the related notes, schedules and annexures. Our Restated Consolidated Financial Information for the
Fiscal 2024, 2023 and 2022 has been prepared under Indian Accounting Standards (“Ind AS”), the Companies Act and the SEBI
Regulations.

Some of the information in the following discussion, including information with respect to our plans and strategies, contain
forward-looking statements that involve risks and uncertainties. You should read the section “Forward-Looking Statements” on
page 21 for a discussion of the risks and uncertainties related to those statements. Our actual results may differ materially from
those expressed in or implied by these forward-looking statements. Also read “Risk Factors” and “Our Business” on pages 36
and 147 respectively, for a discussion of certain factors that may affect our business, financial condition or results of operations.

Unless otherwise indicated or the context otherwise requires, the financial information included herein is based on our Restated
Consolidated Financial Statements and included in this Red Herring Prospectus. For further information, please see “Restated
Consolidated Financial Statements” on page 255. Our financial year ends on March 31, therefore, all references to a particular
Fiscal are to the 12-month period ended March 31 of that year. We have, in this Red Herring Prospectus, included various
operational performance indicators, some of which may not be derived from our Restated Consolidated Financial Statements and
may not have been subjected to an audit or review by our Statutory Auditors. The manner in which such operational performance
indicators are calculated and presented, and the assumptions and estimates used in such calculation, may vary from that used by
other in same business as of our Company in India and other jurisdictions. Investors are accordingly cautioned against placing
undue reliance on such information in making an investment decision and should consult their own advisors and evaluate such
information in the context of the Restated Consolidated Financial Statements and other information relating to our business and
operations included in this Red Herring Prospectus.

OVERVIEW

We are engaged in the business of manufacturing and selling of Flexible Intermediate Bulk Containers (FIBCs) i.e. large flexible
bags and other industrial packaging products such as woven sacks, woven fabric and narrow fabric, tapes in the Indian domestic
market and overseas. We offer customised products and cater to the bulk packaging solutions of our clients from diverse industries
like chemicals, agrochemicals, food mining, waste disposal industry, agriculture industry, lubricants and edible oil by supplying
them our FIBC products for transportation purposes and their packaging requirement. We provide a labor-saving alternative for
packaging and transportation, making loading and unloading of vessels, containers, or trucks more efficient.

FIBCs produced by our Company are designed to handle loads ranging from 500 kg to 2,500 kg. We trust that maintaining a variety
of products in our business provides us with an opportunity to cater to diverse needs of different customer segment. Our products
depend on the customer’s expectations and choice or demand of the customer as we manufacture products as per the customer’s
specifications and needs. Our products undergo quality check at various levels of production to ensure that any quality defects or
product errors are rectified on real time basis. Further, they undergo stringent quality tests to meet industry standards before they
are delivered to our clients. Moreover, various strength tests like tensile testing, UV testing for weather ability, surface Resistibility
test in Type C, Rig testing for performance of FIBC Bags and Drop testing are also performed. These tests ensure that our products
meet the industry standards required by our clients for safety, durability, and environment.

We have established our services over more than 20 (twenty) years and operate out of five (5) manufacturing units. We operate
and manage our business through our subsidiaries viz. Honourable Packaging Private Limited (HPPL), Shree Tirupati Balajee
FIBC Limited (STBFL) and Jagannath Plastics Private Limited (JPPL) as well. Our Company is is run by a professional
management team and led by our Promoter, and Managing Director, Mr. Binod Kumar Agarwal, a qualified Chemical Engineer
who with his experience of over three and half decades, has guided our Company to its current market position in the packaging
industry. For further details on our Directors, Key Management Personnel and Senior Management, see “Our Management” on
page 231.

We commenced our production of specialized PP woven bags/Fabric/Belt/Tape with installed production capacity of 1440 MT
(PA) from Unit I in year 2002 and enhanced our capacity to 20,000 MT (PA) in 2012. In 2006, our Company diversified into the
production and export of FIBC. Further, our Company commenced business through Unit II in year 2010 with 10,000 Sq. meters
area and commence production in the year 2014 with 4000 MT (PA) to 8,000 MT (PA) in 2022 for unit II. We also commenced
our operations in unit III in year 2010 with 6,000 MT (PA) Production Capacity in Special Economic Zone in Phase 2, Pithampur,
Indore, Madhya Pradesh. Business at unit IV and unit V commenced in year 2011 with production capacity of 720 MT (PA) and

342
1632 MT (PA) respectively. For details of our manufacturing capacity and capacity utilisation of our manufacturing facilities in
the last three Fiscals, see “Capacity and Capacity Utilization” on page 200.

One of our facilities is equipped with HEPA filters, controlled air conditioning, metal detector, automatic bag cleaning machines
and others for manufacturing bags suitable for human and animal food packaging. Our manufacturing facilities also boast an in-
house testing laboratory, ensuring that our products meet international quality standards. Our manufacturing units have obtained
ISO 9001:2015, ISO 14001:2015, ISO 45001:2018, ISO 22000:2018 and believes in qualitative manufacturing. We have fand have
employed people exclusively for providing customer solution for their needs and customization requirement. With a strong
Research and Development team, our Company holds one granted patent and has two pending patents, demonstrating our
commitment to innovation (Source: Care Edge Report).

Our key performance indicators for the last three Fiscals are as follows:
(₹ in lakhs, except for percentage)
Particulars Fiscal 2024 Fiscal 2023 Fiscal 2022
Revenue from operations(1) 53,966.08 47,543.33 44,418.05
Total Income(2) 55,282.11 47,813.65 45,378.77
EBITDA(3) 7,507.04 5,074.73 4,051.35
EBITDA margin (%)(4) 13.58% 10.61% 8.93%
PAT(5) 3,607.27 2071.80 1,365.90
PAT Margin (%)(6) 6.53% 4.33% 3.01%
Net Debt(7) 23,587.02 21,442.26 22,914.70
Total Equity(8) 17,306.50 11,021.19 9,222.97
ROE (%)(9) 20.84% 18.80% 14.81%
ROCE (%)(10) 16.29% 13.39% 10.02%
EPS (Basic & Diluted)(11) 5.74 3.51 2.31

(1) EBITDA = Profit before tax + depreciation & amortization expense + finance cost.
(2) EBITDA Margin = EBITDA/ Total income.
(3) PAT = Profit before tax – current tax – deferred tax.
(4) PAT Margin = PAT/ Total income.
(5) Net debt = Non-current borrowing + current borrowing - Cash and cash equivalent, Bank balance, and Investment in Mutual Funds.
(6) Total Equity = Equity share capital + Other equity.
(7) ROE = Net profit after tax /Total equity.
(8) ROCE = Profit before tax and finance cost / Capital employed*
*Capital employed = Total Equity +Non-current borrowing + Current Borrowing + Deferred Tax Liabilities – Intangible Assets.
(9) EPS = Net Profit after tax, as restated, attributable to equity shareholders divided by weighted average number of equity shares
outstanding during the year/ period.

Operational KPIs for our Company

As of and for the Fiscal

Metrics
2024 2023 2022
No. of customers served (B2B 346 353 351
segment)(1)
Cost of goods sold as % of 83.30% 84.25% 86.79%
revenue from operations (2)
Total metric ton sales done 46,398.10 42,236.56 35,933.10
Sales realization per kg of 116.31 112.56 123.61
good sold
(1) No. of customers is the aggregate customers served by the Company.
(2) Cost of goods sold as % of revenue from operations

Revenue from operations is the revenue generated by us and is comprised of the sale of products and other operating income, as
set out in the Restated Consolidated Financial Statements. For further details, see “Restated Consolidated Financial Statements -
Note 23: Revenue from operations” on page no 255.

343
Total income comprised of revenue from operations and other income, as set out in the Restated Consolidated Financial Statements.
For further details, see “Restated Consolidated Financial Statements - Note 23: Revenue from operations and Note 24: Other
income”on page no 276 and 277 respectively.

Our revenues from operations across product verticals for Fiscals 2024, 2023 and 2022 are as follows:
(₹ in lakhs, except for percentages)
Products Fiscal 2024 Fiscal 2023 Fiscal 2022
% of % of
% of Revenue
Revenue Revenue
Amount Amount Amount from
from from
Operations
Operations Operations
Flexible Intermediate
27,774.20 51.47 32,279.08 67.89 34,779.65 78.30
Bulk Containers (FIBCs)
Woven Sacks 2,432.90 4.51 3,053.20 6.42 2,237.52 5.04
Woven Fabrics & Narrow Fabric 11,504.23 21.32 909.33 1.91 404.17 0.91
Tape 2,274.27 4.21 3,758.91 7.91 73.69 0.17
Others* 9,980.48 18.49 7,542.81 15.87 6,923.02 15.58
Total 53,966.08 100.00 47,543.33 100.00 44,418.05 100.00
*Other products include in" Liner, Container Liner, Thread, Multifilament Yarn, Filler cord, Treated Polymers depending end
use, & etc.

SIGNIFICANT FACTORS AFFECTING OUR RESULTS OF OPERATIONS AND FINANCIAL CONDITION

Our financial performance and results of operations are influenced by a variety of factors as discussed below as well as in the
section titled “Risk Factors” and “Business Overview-Our Strengths” on beginning on page 36 and 179 of this Red Herring
Prospectus.

Raw material availability and price fluctuations:

Our cost of raw materials consumed constitutes the major component of our cost structure. The raw materials are procured from
within India with 95% of raw material from one of the major petrochemical industries on a contract basis.

Particulars For Fiscal

2024 2023 2022
cost of raw % of revenue cost of raw % of revenue cost of raw % of revenue from
materials from from materials from materials operations
(Amount in sale (Amount in operations (Amount in (in %)
lacs) (in %) lacs) (in %) lacs)

FIBC and Woven bags

including BOPP laminated 41,422.37 76.76 31,794.17 66.87 28,622.82 64.44
bags

We currently source most of our key raw materials from domestic vendors and from our Subsidiary. We usually do not enter into
long-term supply contracts with any of our raw material suppliers and typically source raw materials under contracts of shorter
periods. As we continue to grow our product portfolio and increase our production capacities, we would need to procure additional
volumes of raw materials. Due to the industry we operate in we face minimal risk in term as the raw material is available in
abundance and can be procured as required, we are thus in no way exposed to fluctuations in availability but since there is a
concentration of suppliers if due to any unforeseen reason if the suppliers decides to increase the prices of our raw material, and
we may not be able to effectively pass on any increase in cost of raw materials to our customers, which may adversely affect our
margins, sales, results of operations and cash flows. Any inability on our part to procure sufficient quantities of raw materials and
on commercially acceptable terms, could lead to a lower sales volumes and profit margins. The period between procurement of
raw materials and conversion into finished products is short and therefore the chances of any substantial change in the price of raw
material and the price of the final product are less. Further, we sell our finished products in the market at the prevailing rate which
includes any fluctuations/volatility in prices of raw materials and stores consumed. We do not have any policy to hedge the
fluctuations / volatility in prices of raw materials and stores consumed.

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Any material shortage or interruption in the domestic and international supply or decrease in the quality of raw materials due to
natural causes or other factors could result in increased production costs that our Company which we may not be able to pass on
to customers, which in turn would have a material adverse effect on our Company’s business.

Government approvals, licenses, regulations and policies:

We require certain approvals, licenses, registrations and permissions for our operations. For further details, please refer to section
titled "Government and Other Approvals" beginning on page 379 of this Red Herring Prospectus. While we believe we will be
able to obtain, maintain and renew such approvals or permits as required, there can be no assurance that we can do so in the
timeframes anticipated by us, or at all. If we fail to obtain, maintain or renew any of these approvals or permits in a timely manner
or at all, our operations and expansion plans may be interrupted, which could adversely affect our growth strategy, business and
results of operations. If we fail to comply or a regulator alleges that we have not complied with these conditions, our business and
results of operations could be adversely affected.

Capacity utilization and operating efficiencies:

Our capacity utilization is affected by the product requirements of, and procurement practice followed by, our customers. Under-
utilization of our manufacturing capacities over extended periods, or significant under-utilization of manufacturing units in the
short term, could materially and adversely impact our business, growth prospects and future financial performance. Consistent
with past practice, we will look to add capacities in a phased manner to ensure that we utilize our capacity at optimal levels. We
continuously focus on improving our operational efficiencies and reducing operating costs in order to improve our results of
operations. We also focus on continuously upgrading the quality and functionality of our products and manufacturing processes
addressing specific customer requirements and market segments and to improve operational efficiencies

Competition:

We compete with large organised companies as well as smaller regionally based competitors. Some of our competitors may have
greater resources than those available to us. While product quality, brand value, timely delivery, customer network, etc. are key
factors in customer decisions among competitors, however, price and quality are the deciding factor in most cases.

For further details, please refer to section titled "Our Business" on page 179 of this Red Herring Prospectus.

SIGNIFICANT ACCOUNTING POLICIES

For Significant accounting policies please refer Significant Accounting Policies in Annexure V under “Auditors’ Report and
Financial Information of our Company” on page 255.

RESULTS OF OPERATIONS

Description of the major components of revenue and expense items:

Revenue - Revenue from Operations

Revenue from operations across from product verticals comprises (i) FIBC Bags (ii) Woven sacks (iii) Woven Fabrics and narrow
Fabric Tape and (iv) Others.

Other Income

Other income comprised interest income, rent received, sale of investments, foreign exchange fluctuation gain (net), profit on asset
sale, subsidy amongst others.

Expenses

Expenses comprised of cost of materials consumed, changes in inventories of stock in trade, employee benefits expense, finance
costs, depreciation and amortization expenses and other expenses. Our major amount of expenditure is cost of materials consumed,
Energy Cost and consumption of stores, Spare parts expenses.

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Cost of material consumed

Cost of material Consumed include value of inventory of raw material, packing material, trading material and accessories at the
beginning of the period along with value purchased during the period less value at the end of period.

Changes in inventories of stock in trade

Changes in inventories of stock in trade comprises of expenses attributable to an increase or decrease in inventory levels and
finished goods.

Employee benefits expense

Employee benefits expense comprised of salary, wages and bonus, compensated absences, contribution to provident funds and
other funds, gratuity and employee welfare expenses.

Finance cost

Finance cost comprised interest on working capital facilities, term loans, interest on unsecured loans and bank charges and other
processing charges.

Depreciation and amortization expenses

Depreciation and amortization expenses comprised depreciation on property, plant and equipment and amortization of intangible
assets, depreciation on investment property among others

Other expenses

Other expenses primarily comprise of, Energy costs, consumption of stores and spares, professional charges, rent, Repairs and
Maintenance, freight (Outward) expenses, legal & professional expenses and miscellaneous expenses among other.

Tax expense

Our tax expense or credit for the period represents the tax payable on the current period’s taxable income based on the applicable
income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to temporary differences.

RESULTS OF OPERATIONS

Comparison of Financial Years ended March 31, 2024, 2023 and 2022

The following table sets forth selected financial data from the Restated Consolidated Financial Statements, the components of
which are also expressed as a percentage of total income for the periods indicated:
(₹ in lakhs except for percentages)

Fiscal 2024 Fiscal 2023 Fiscal 2022

Particulars % of Total
% of Total % of Total
Amount Amount Amount
income income
income

Revenue From Operations 53,966.08 97.62 47,543.33 99.43 44,418.05 97.88

Other Income 1,316.03 2.38 270.32 0.57 960.72 2.12
Total Income 55,282.11 100.00 47,813.65 100.00 45,378.77 100.00
Operating Expenses
Cost of Materials Consumed 41,422.37 74.93 31,794.17 66.50 28,622.82 63.08
Purchase of Stock In Trade - - 104.45 0.22 1,561.68 3.44
Changes in Inventories of
(3,932.50) - (1,051.21) 0 (224.65) 0
Finished Goods,
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 Fiscal 2024 Fiscal 2023 Fiscal 2022

Particulars % of Total
% of Total % of Total
Amount Amount Amount
income income
income

Work in Progress
Employee Benefits Expenses 3,250.79 5.88 3,361.98 7.03 3,148.11 6.94
Other Expenses 7,034.40 12.72 8,529.84 17.84 8,219.46 18.11
Total Operating Expenses 47,775.06 86.42 42,739.23 89.39 41,327.42 91.07
EBIDTA* 7,507.04 13.91 5074.42 10.67 4051.35 9.12
Less:Depreciation and
691.27 1.25 580.72 1.21 715.24 1.58
Amortisation Expenses
Less: Finance Cost 2,071.52 3.75 1,782.86 3.73 1,602.46 3.53
Profit Before Tax 4,744.25 8.58 2,710.84 5.67 1,733.65 3.82
Less: Income Tax Expenses 1,136.98 2.06 639.05 1.34 367.76 0.81
Profit After Tax 3,607.27 6.53 2,071.80 4.33 1,365.90 3.01

*EBIDTA percentage is expressed as a percentage of Revenue from operations

FISCAL 2024 COMPARED TO FISCAL 2023

Revenue

Our total income was ₹55,282.11 lakhs for the year ended March 31, 2024, which comprises of revenue from operations of
₹53,966.08 lakhs and other income of ₹1,316.03 lakhs. Total income increased by 15.62% to ₹ 55,282.11 lakhs for Fiscal 2024 from
₹ 47,813.65 lakhs for Fiscal 2023, primarily due to an increase in revenue from operations.

Revenue from Operations

Our revenue from operations was ₹53,966.08 lakhs for the year ended March 31, 2024, which comprised of revenue from sale of
manufacturing products (Domestic and Export).

Revenue from operations increased by 13.51% to ₹ 53,966.08 lakhs for Fiscal 2024 from ₹ 47,543.33 lakhs for Fiscal 2023, primarily
due to increase in revenues from Domestic sale of Products by 63.10% due to sale of manufactured products and services.

Other Income

Our other income was ₹1,316.03 lakhs for the year ended March 31, 2024, which primarily due to interest income of ₹353.71 lakhs
and other non-operating income of ₹961.59 lakhs amongst others.

Other income increased by 386.84% to ₹1,316.03 lakhs for Fiscal 2024 from ₹270.32 lakhs for Fiscal 2023 primarily on account of
(i) increase in interest income by ₹141.43 (ii) increase in amount of government subsidies by ₹148.67 lakhs. (iii) increase in gain on
foreign exchange fluctuation by ₹377.98 lakhs.

Expenses

a. Cost of materials consumed

Cost of materials consumed was ₹41,422.37 lakhs for the year ended March 31, 2024. Cost of materials consumed was 74.93
% of our total income. Cost of materials consumed increased by 30.28% to ₹41,422.37 for Fiscal 2024 from ₹ 31,794.17
lakhs for Fiscal 2023. The cost of raw material was increased during the Fiscal 2024 in comparison to Fiscal 2023 and hence
the cost of Raw materials consumed increased.

b. Purchase of Stock in Trade

Purchase of Stock in Trade decreased to ₹ NIL in fiscal 2024 from ₹ 104.45 in year ended March 31, 2023.

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c. Changes in Inventories of Finished Goods and Work in Progress

Changes in inventory of finished goods increased by ₹2,881.29 lakhs from ₹ (1,051.21) Lakhs in the fiscal year ended March
31, 2023 to ₹ (3,932.50) Lakhs in the fiscal year ended March 31, 2024. Changes in inventory of finished goods, work-in-
progress were decreased mainly due to increase in finished goods.

d. Employee Benefits Expense

Employee benefits expenses were ₹3,250.79 lakhs for the year ended March 31, 2024, which primarily included salaries,
wages and bonus of ₹2,855.65 lakhs. It also included contribution to provident, gratuity and other funds. Employee benefits
expenses were 5.88 % of our total income.

Employee benefits expense decreased by 3.31% to ₹3,250.79 lakhs for Fiscal 2024 from ₹3,361.98 lakhs for Fiscal 2023.
Decrease in employee benefits expense was primarily due to decrease in salaries, wages and bonus from ₹2,963.76 in Fiscal
2023 to ₹2,855.65 lakhs in Fiscal 2024.

e. Other Expenses

Other expenses was ₹7,034.40 lakhs for the year ended March 31, 2024, which primarily included Processing charges
expenses of ₹2,381.29 lakhs, Energy cost expenses of ₹1,185.71, Administrative Expenses of ₹986.47, selling and distribution
expenses of ₹1,422.28.

Other expenses decreased by 17.53% to ₹7,034.40 lakhs for Fiscal 2024 from ₹8,529.84 lakhs for Fiscal 2023, primarily
attributable to i) decrease in Manufacturing expenses to ₹4,625.64 lakhs in Fiscal 2024 from ₹5,272.73 lakhs in Fiscal 2023
ii) decrease in selling & distribution expenses to ₹1,422.28 lakhs in Fiscal 2024 due to decrease in freight expense. However,
administrative expenses increased to ₹986.47 lakhs in fiscal 2024.

f. Finance Cost

Our finance expenses were ₹2,071.52 lakhs for the year ended March 31, 2024, which primarily included Interest of ₹1,882.92
Lakhs, transaction cost and other charges of ₹188.60 lakhs. Finance Expenses increased by 16.91% to ₹ 2,071.52 lakhs for
Fiscal 2024 from ₹ 1,782.86 lakhs for Fiscal 2023, primarily due to increase in interest expenses to long term borrowings.

The bank charges and stamp duty charges decreased to ₹182.53 lakhs in Fiscal 2024 from ₹183.25 lakhs in Fiscal 2023.

g. Depreciation and Amortisation Expenses

Our depreciation and amortization expenses was ₹691.27 lakhs for the year ended March 31, 2024, which was 1.25% of our
total income. Depreciation and amortization expense increased by 19.04% to ₹ 691.27 lakhs for Fiscal 2024 from ₹580.72
lakhs for Fiscal 2023, increase in depreciation and amortisation expenses was due to increase in written down value by
39.47%.

h. Income tax expense

Our total tax expense was ₹1,136.98 lakhs for the year ended March 31, 2024. This was 2.06% of our total income. Total
income tax expense increased to ₹1,136.98 lakhs for Fiscal 2024 from ₹639.05 lakhs for Fiscal 2023, primarily as a result of
an increase in profits and thereby tax for the current year.

i. Profit before tax

As a result of the foregoing, our profit before tax for the year ended March 31, 2024 was ₹4,744.25 lakhs. As a result of the
foregoing, we recorded an increase of 75.01% in our profit before tax, which amounted to ₹ 4,744.25 lakhs for Fiscal 2024,
as compared to an increase of ₹ 2,710.85 lakhs in the Fiscal 2023.

j. Profit after tax

As a result of the foregoing, we recorded an increase of 74.11% in our profit before tax, which amounted to ₹3,607.27 lakhs
for Fiscal 2024, as compared to ₹2,071.80 lakhs in the Fiscal 2023.
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FISCAL 2023 COMPARED TO FISCAL 2022

Revenue

Total income increased by 5.37% to ₹ 47,813.65 lakhs for Fiscal 2023 from ₹ 45,378.77 lakhs for Fiscal 2022, primarily due to an
increase in revenue from operations.
Revenue from Operations

Revenue from operations increased by 7.04% to ₹47,543.33 lakhs for Fiscal 2023 from ₹44,418.05 lakhs for Fiscal 2022 primarily
due to increase in revenues from Domestic sale of Products by 148.69% due to sale of manufactured products and services.

Other Income

Other income reduced by 71.86% to ₹ 270.32 lakhs for Fiscal 2023 from ₹960.72 lakhs for Fiscal 2022 primarily on account of (ii)
Reduce in amount of government subsidies by ₹53.32 lakhs. (iv) Decrease in foreign exchange fluctuation by ₹754.11 lakhs.

Expenses

a. Cost of materials consumed

Cost of materials consumed increased by 11.08% to ₹ 31,794.17 lakhs for Fiscal 2023 from ₹ 28,622.82 lakhs for Fiscal 2022.
The cost of raw material was increased during the Fiscal 2023 in comparison to Fiscal 2022 and hence the cost of Raw
materials consumed increased.

b. Purchase of Stock in Trade

Purchase of Stock in Trade decreased to ₹ 104.45 in fiscal 2023 from ₹ 1,561.68 in year ended March 31, 2022.

c. Changes in Inventories of Finished Goods and Work in Progress

Changes in inventory of finished goods increased by ₹ 826.56 from ₹ (224.65) Lakh in the fiscal year ended March 31, 2022
to ₹ (1051.21) Lakhs in the fiscal year ended March 31, 2023. Changes in inventory of finished goods, work-in-progress were
decreased mainly due to increase in finished goods.

d. Employee Benefits Expense

Employee benefits expense increased by 6.79% to ₹ 3,361.98 lakhs for Fiscal 2023 from ₹ 3,148.11 lakhs for Fiscal 2022.
Increase in employee benefits expense was primarily due to increase in salaries, wages and bonus from ₹ 2,748.67 in Fiscal
2022 to ₹ 2,963.76 lakhs in Fiscal 2023.

e. Other Expenses

Other expenses increased by 3.77% to ₹ 8,529.84 lakhs for Fiscal 2023 from ₹ 8,219.46 lakhs for Fiscal 2022, primarily
attributable to i) increase in Manufacturing expenses to ₹ 5,272.53 lakhs in Fiscal 2023 from ₹ 4,738.12 lakhs in Fiscal 2022
ii) increase in administrative expenses to ₹ 596.17 lakhs in Fiscal 2023 due to increase in addition of capacities. However,
selling and distribution expenses decreased to ₹2,659.94 lakhs in fiscal 2023.

f. Finance Cost

Finance Expenses increased by 11.26% to ₹ 1,782.86 lakhs for Fiscal 2023 from ₹ 1,602.46 lakhs for Fiscal 2022, primarily
due to increase in interest expenses & transaction cost to long term borrowings.

The bank charges and stamp duty charges decreased to ₹ 183.25 lakhs in Fiscal 2023 from ₹ 268.28 lakhs in Fiscal 2022.

g. Depreciation and Amortisation Expenses

Depreciation and amortization expense decreased by 18.81% to ₹ 580.72 lakhs for Fiscal 2023 from ₹715.24 lakhs for Fiscal
2022, decreased in depreciation and amortisation expenses was due to Written down value by 18.80%
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 h. Income tax expense

Total income tax expense increased to ₹ 639.05 lakhs for Fiscal 2023 from ₹ 367.76 lakhs for Fiscal 2022, primarily as a
result of an increase in profits and thereby tax for the current year.

i. Profit before tax

As a result of the foregoing, we recorded an increase of 56.37% in our profit before tax, which amounted to ₹ 2,710.85 lakhs
for Fiscal 2023, as compared to an increase of ₹ 1,733.65 lakhs in the Fiscal 2022.

j. Profit after tax

As a result of the foregoing, our profit for the year increased by 51.68% to ₹2,071.80 lakhs for the financial year 2023 from
₹1,365.90 lakhs for the financial year 2022.

Liquidity and Capital Resources

As on March 31, 2024, our cash and cash equivalents were ₹ 30.67 lakhs. Our principal source of funding has been and is expected
to continue to be, cash generated from our operations, supplemented by funding from bank borrowings and optimization of operating
working capital.

Cash Flows

The following table sets forth certain information concerning our cash flows for the periods indicated:
(₹ in lakhs)
Particulars Fiscal 2024 Fiscal 2023 Fiscal 2022
Net cash flow from operating activities (2,649.84) 3,689.41 (2,215.72)
Net cash flow from investing activities (1,109.18) (828.24) (675.01)
Net cash flow from financing activities 3,176.87 (3,387.47) 3,290.64
Net increase in cash and cash equivalents (477.94) (364.63) 446.32
Add: Balance at the beginning of the year 508.62 873.25 426.93
Cash and cash equivalents at the end of the
30.67 508.62 873.25
year

Net Cash Flow from Operating Activities

Fiscal 2024

Net cash generated from operating activities was ₹(2,649.84) Lakhs for the Financial Year 2024. While our profit before tax was
₹4,744.25 Lakhs for the Financial Year 2024, we had operating profit before working capital changes of ₹ 6,191.02 Lakhs, primarily
as a result of finance costs of ₹2,071.52 Lakh and depreciation and amortization expenses of ₹691.27 Lakh. Our movement in
working capital for the Financial Year 2024 primarily consisted of an increase in inventories of ₹ 5,063.60 Lakhs, increase in Loans
and Advances of ₹2,425.08 Lakhs and increase in trade payables of ₹2,528.69 Lakhs.

Fiscal 2023

Net cash generated from operating activities was ₹3,689.41 Lakhs for the Financial Year 2023. While our profit before tax was
₹2,710.85 Lakhs for the Financial Year 2023, we had operating profit before working capital changes of ₹4,804.11 Lakhs, primarily
as a result of finance costs of ₹1,782.86 Lakhs and depreciation and amortization expenses of ₹580.72 Lakh. Our movement in
working capital for the Financial Year 2023 primarily consisted of an increase in inventories of ₹731.31 Lakh, increase in trade
receivables of ₹289.14 Lakhs and decrease in trade payables of ₹753.44 Lakhs.

Fiscal 2022

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Net cash generated from operating activities was ₹(2,215.72) Lakh for the Financial Year 2022. While our profit before tax was
₹1,733.65 Lakh for the Financial Year 2022, we had operating profit before working capital changes of ₹3,090.62 Lakh, primarily
as a result of finance costs of ₹1,602.46 Lakhs and depreciation and amortization expenses of ₹715.24 Lakhs. Our movement in
working capital for the Financial Year 2022 primarily consisted of an increase in inventories of ₹1,521.35 Lakh, increase in trade
receivables of ₹131.51 Lakhs and decrease in trade payables of ₹2,500.25 Lakhs.

Net Cash Flow from Investing Activities

Fiscal 2024

Net cash used in investing activities was ₹(1,109.18) lakhs for the Financial Year 2024, primarily consisting of investment in
property, plant and equipment of ₹1,703.27 lakhs partly offset by other income of ₹576.60 lakhs.

Fiscal 2023

Net cash used in investing activities was ₹(828.24) lakhs for the Fiscal 2023, primarily consisting of investment in property, plant
and equipment of ₹842.31 lakhs partly offset by interest income of ₹212.28 lakhs.

Fiscal 2022

Our net cash used in investing activities for Fiscal 2022 was ₹ (675.01) lakhs, which was primarily due to investment in property,
plant and equipment of ₹1,793.88 lakhs and the same was offset by bank account proceeds of ₹ 218.34 lakhs and other income of ₹
880.58 lakhs.

Net Cash Flow from Financing Activities

Fiscal 2024

Net cash generated from financing activities was ₹3,176.87 lakhs for the Financial Year 2024, primarily consisting of issue of equity
shares of ₹3,260.40 lakhs, proceeds from short term borrowings of ₹3,325.23 lakhs and also paid interest of ₹2,071.52 lakhs.

Fiscal 2023

Net cash used by financing activities was ₹(3,387.47) lakhs for the fiscal 2023, primarily due to proceeds from short-term borrowings
by ₹726.83 lakhs and repayment of long-term borrowings of ₹ 897.96 lakhs.

Fiscal 2022

Our net cash generated from financing activities for Fiscal 2022 was ₹ 3,290.64 lakhs, which was due to proceeds from long term
borrowings by ₹2,313.94 lakhs and proceeds from short term borrowings. This was offset by interest paid of ₹ 1,602.46 lakhs.

Financial Indebtedness

Please see “Financial Indebtedness” for a description of broad terms of our indebtedness on page 358 of this Red Herring Prospectus.
In the event our lenders declare an event of default, such current and any future defaults could lead to acceleration of our obligations,
termination of one or more of our financing agreements or force us to sell our assets, which may adversely affect our business, results
of operations and financial condition.

Off-balance Sheet Commitments and Arrangements

We do not have any off-balance sheet arrangements, derivative instruments, swap transactions or relationships with affiliates or other
unconsolidated entities or financial partnerships that would have been established for the purpose of facilitating off-balance sheet
arrangements other than contingent liabilities as of March 31, 2024 as set out below:

(₹ in lakhs)
Sr. No. Particulars As at March 31, 2024
351
 Contingent liabilities
a) Bank Guarantees 9,352.03
b) Corporate Guarantee 17.13
c) Income Tax Demands 100.23
d) VAT & Penalty 19.28
e) Goods & Service Tax -
f) Disputed Claim of Suppliers 65.23
Total 9,553.90

Reservations, Qualifications and Adverse Remarks Included in Financial Statements

There have been no reservations or qualifications or adverse remarks of our Statutory Auditors in the last three fiscal years.

Related Party Transactions

For summary of the related party transactions entered into by our Company for Fiscals 2024, 2023 and 2022 and 2021, please see
“Related Party Transactions” under section titled “Restated Consolidated Financial Statement” beginning on page 255

Financial instruments and risk management

(A) Capital risk management

Our Company’s objective, when managing capital is to ensure the going concern operation and to maintain an efficient capital
structure to reduce the cost of capital, support the corporate strategy and meet shareholder’s expectations. The policy of the Company
is to borrow funds through banks or raise through equity which is supported by committed borrowing facilities to meet anticipated
funding requirements.

Our Company manages its capital structure and makes adjustments in the light of changes in economic conditions and the
requirement of financial markets. The capital structure is governed by policies approved by the Board of Directors and is monitored
by various metrics. The following table summarises the capital of the Company:
(₹ in lakhs)
Particulars As at March 31, 2024 As at March 31, 2023 As at March 31, 2022
Short term debts*(including current
20,535.58 17,210.35 17,937.18
maturities of long term debt)
Long term debts 3,833.14 5,170.38 6,068.34
Total Debts 24,368.72 22,380.73 24,005.52
Less: Cash and cash equivalents (30.67) (508.62) (873.25)
Less: Bank balances other than above (751.03) (429.85) (217.57)
Net debt 23,587.02 21,442.26 22,914.70
Total Equity 17,306.50 11,021.19 9,222.97
Net debt to equity ratio 1.36 1.95 2.48

In order to achieve this overall objective, the Company’s capital management, amongst other things, aims to ensure that it meets
financial covenants attached to the interest-bearing loans and borrowings.

Our Company has not defaulted on any loans payable, and there has been no breach of any loan covenants. No changes were made
in the objectives, policies or processes for managing capital during the year ended March 31, 2024, March 31, 2023, March 31, 2022.

(B) Categories of financial instruments

(₹ in lakhs)
Particulars As at March 31, 2024 As at March 31, 2023 As at March 31, 2022
Financial assets
Measured at amortised cost
(a) Loans (including inter corporate
3,088.36 663.28 1,371.73
deposit)

352
 (b) Security deposits 659.08 711.09 688.29
(c) Deposits with bank (Fixed Deposits) 216.62 623.22 650.13
(d) Cash and cash equivalent 30.67 508.62 873.25
(e) Bank balance other than (d) above 751.03 429.85 217.57
(f) Trade receivables 9,285.47 5,106.91 4,817.77
(g) Investments 107.68 91.93 56.56
(h) Other financial assets 183.00 267.06 886.85
Total financial assets 14,321.91 8,401.96 9,562.14
Financial liabilities
Measured at amortised cost
(a) Borrowings 24,368.72 22,380.73 24,005.52
(b) Trade payables 3,431.07 902.38 1,655.83
(c) Lease Liabilities 129.43 134.02 138.35
(d) Other financial liabilities 5.74 1.47 4.76
Total financial liabilities 27,934.96 23,418.60 25,804.47

(C) Financial risk management objectives

The Company’s principal financial liabilities comprise loans and borrowings and trade and other payables. The main purpose of
these financial liabilities is to finance the Company’s operations. The Company’s principal financial assets include loans, trade and
other receivables, and cash and cash equivalents that derive directly from its operations.

The Company is exposed to market risk, credit risk and liquidity risk. The Company periodically reviews the risk management policy
so that the management manages the risk through properly defined mechanism. The focus is to foresee the unpredictability and
minimise potential adverse effects on the Company’s financial performance. The Company’s overall risk management procedures
to minimise the potential adverse effects of financial market on the Company’s performance are as follows:

Market risk:

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market
prices. Market risk comprises three types of risk: interest rate risk, currency risk and other price risk, such as equity price risk and
commodity risk.

Interest rate risk:

The Company is exposed to cash flow interest rate risk from long-term borrowings at variable rate. Currently the Company has
external borrowings and borrowings which are fixed and floating rate borrowings. The Company achieves the optimum interest rate
profile by refinancing when the interest rates go down. However, this does not protect Company entirely from the risk of paying
rates in excess of current market rates nor eliminates fully cash flow risk associated with variability in interest payments, it considers
that it achieves an appropriate balance of exposure to these risks.

Foreign currency risk:

Foreign Currency Risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign
currency rates. Exposures can arise on account of the various assets and liabilities which are denominated in currencies other than
Indian Rupee.

Particulars of un-hedged foreign currency exposures as at the reporting date:

(₹ in lakhs)
Particulars As at March 31, 2024 As at March 31, 2023 As at March 31, 2022
(a) Financial liabilities:
In USD 54,733.20 14,783.97 18,552.44
In EURO 1,00,000.00 1,284.00 -
Equivalent in ₹ lakhs 135.74 13.30 14.11

353
 (b) Financial assets:
In USD 50,040.39 20,48,072.98 40,93,252.71
In GPB 4,78,884.63 2,09,131.72 -
In EURO 3,43,709.11 9,17,360.14 15,50,092.81
Equivalent in ₹ lakhs 855.32 2,729.39 4,271.55

Credit risk management:

Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to a
financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing
activities, including deposits with banks and financial institutions, foreign exchange transactions and other financial instruments.

The Company’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. The demographics
of the Company’s customer base, including the default risk of the industry and country, in which customers operate, has less influence
on the credit risk.

The Company evaluates the concentration of risk with respect to trade receivables as low, as none of its customers constitutes
significant portions of trade receivables as at the year end.

Credit risk from balances with banks and financial institutions is managed by Company's treasury in accordance with the Company’s
policy. The company limits its exposure to credit risk by only placing balances with local banks of good repute. Given the profile of
its bankers, management does not expect any counterparty to fail in meeting its obligations.

Liquidity risk management:

Liquidity risk is the risk that the Company will encounter difficulty in raising funds to meet commitments associated with financial
instruments that are settled by delivering cash or another financial asset. Liquidity risk may result from an inability to sell a financial
asset quickly at close to its fair value.

The Company has an established liquidity risk management framework for managing its short term, medium term and long term
funding and liquidity management requirements. The Company’s exposure to liquidity risk arises primarily from mismatches of the
maturities of financial assets and liabilities. The Company manages the liquidity risk by maintaining adequate funds in cash and cash
equivalents.

Surplus funds not immediately required are invested in certain financial assets which provide flexibility to liquidate at short notice
and are included in cash equivalents.

Liquidity risk table

The table below summarises the maturity profile of the Company’s financial liabilities based on contractual undiscounted payments.
(₹ in lakhs)
Particulars Upto 1 year 1-5 years Total
March 31, 2024
Borrowings 20,535.58 3,833.14 24,368.72
Trade payables 3,402.35 28.72 3,431.07
Other financial liabilities 5.74 129.43 135.16
Total 23,943.67 3,991.29 27,934.96
March 31, 2023
Borrowings 17,210.35 5,170.38 22,380.73
Trade payables 875.14 27.24 902.38
Other financial liabilities 1.47 134.02 135.49
Total 18,086.96 5,331.64 23,418.60
March 31, 2022
Borrowings 17,937.18 6,068.34 24,005.52
Trade Payables 1,589.87 65.96 1,655.83
Other Financial Liabilities 4.76 138.35 143.12

354
 Total 19,531.81 6,272.65 25,804.47

An analysis of reasons for the changes in significant items of income and expenditure is given hereunder:

Unusual or Infrequent Events or Transactions

Except as described in this Red Herring Prospectus and as mentioned below, there have been no other events or transactions that, to
our knowledge, may be described as “unusual” or “infrequent”.

Known Trends or Uncertainties

Our business has been affected and we expect that it will continue to be affected by the trends identified above in “Significant Factors
Affecting Our Results of Operations and Financial Condition” and the uncertainties described in the section “Risk Factors”
beginning on page 36. To our knowledge, except as disclosed in this Red Herring Prospectus, there are no known factors which we
expect to have a material adverse effect on our income.

Status of any publicly announced New Products or Business Segment

Except as disclosed elsewhere in the Red Herring Prospectus, we have not announced and do not expect to announce in the near
future any new products or business segments.

Future changes in relationship between cost and revenue

Other than as described in “Risk Factors” beginning on page 36 and this section, there are no known factors that might affect the
future relationship between cost and revenue.
Total turnover of each major industry segment in which the issuer company operates.

For details of the industry please refer to Chapter titled “Industry Overview” beginning on page no. 147.

Extent to which material increases in net sales or revenue are due to increased sales volume, introduction of new products or services
or increased sales prices.

Increases in revenues are by and large linked to increases in volume of business.

Competitive Conditions

For details, please refer to the discussions of our competition in the sections “Risk Factors” and “Our Business” beginning on pages
36 and 179, respectively.

Seasonality of Business

Our business is not seasonal in nature.

New Products or Business Lines

Our Company has not announced any new product or product vertical.

Supplier or Customer Concentration

We do not have any material dependence on a single or few suppliers. We have a wide customer base and do not currently have any
material dependence on any particular customer.

Our top (5) customers contributed 32.23%, 32.66% and 27.54% respectively, of total revenue from operations for the Fiscals 2024,
2023 and 2022 respectively.

Our top five (5) suppliers contributed 79.09%, 84.37% and 90.88% respectively, of the total purchases for Fiscals 2024, 2023 and
2022 respectively.

Significant Developments Occurring after March 31, 2024

355
Except as set out in this Red Herring Prospectus, to our knowledge, no circumstances have arisen since the date of the last financial
statements as disclosed in this Red Herring Prospectus which materially or adversely affect or are likely to affect, our operations,
trading or profitability, or the value of our assets or our ability to pay our liabilities within the next 12 months.

356
 CAPITALISATION STATEMENT

The following table sets forth our capitalisation as at March 31, 2024, on the basis of our Restated Consolidated Financial Statements,
and as adjusted for the proposed Offer. This table should be read in conjunction with “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” and “Restated Consolidated Financial Statements” beginning on pages 342 and
255, respectively.

(in ₹ lakhs, except ratios)

Pre-Offer as at March 31, As adjusted for the proposed
Particulars
2024 Offer#
Total Borrowings
Current borrowings (including current maturities of 20,535.58 [●]
long term borrowings)
Non-current borrowings 3,833.14 [●]
Total borrowings (A) 24,368.72 [●]

Total Equity
Equity share capital 6,682.09 [●]
Other equity 10,624.42 [●]
Total equity (B) 17,306.50 [●]

Ratio: Non-current borrowings /Total equity 0.22 [●]

Ratio: Total borrowings/Total equity 1.41 [●]
# These amounts (as adjusted for the Offer) are not determinable at this stage pending the completion of the book building process
and hence have not been furnished.

Notes:
1. The above statement has been prepared on the basis of the Restated Consolidated Financial Statement for the period ended on
March 31, 2024.
2. The corresponding post-Offer capitalization data for each of the amount in the above table is not determinable at this stage
pending the completion of book building process and hence the same have not been furnished.

357
 FINANCIAL INDEBTEDNESS

Our Company and Subsidiaries avails loans and facilities in the ordinary course of its business for meeting our working capital,
capital expenditure and other business requirements. For details of the borrowing powers of our Board, see “Our Management –
Borrowing Powers” on page 237. Our Company has obtained the necessary consents required under the relevant financing
documentation for undertaking activities in relation to the Issue, including dilution of the current shareholding of the Promoter and
members of the promoter group, expansion of business of the Company, effecting changes in the Company’s management including
key managerial personnel, ownership capital structure, shareholding pattern, constitutional documents and Board’s composition.

The aggregate outstanding borrowings (including fund based and non-fund based borrowings) of our Company, on a consolidated
basis, as on May 31, 2024, are as follows:
(in Rs. lakhs)

Sanctioned Amount as of May Amount Outstanding as of

Category of Borrowings
31, 2024 May 31, 2024

Secured Borrowings
(i) Term Loans 9,337.09 5,250.79
(ii)Working Capital Term Loans/Cash Credit 19,300.00^ 18,887.81
(iii)Vehicle Loan 17.65 2.64
(iv) Bank Guarantee against 100% TDR 17.13 17.13
Total Secured Borrowings (A) 28,671.87 24,158.37
Unsecured Borrowings
Total Unsecured Borrowings (B) 375.00 375.00
Grand Total (A +B) 29,046.87 24,533.37
Includes:
1. Fund-based and non-fund-based limits sanctioned by Banks: ₹ 18,500 Lakhs.
2. Tata Capital Demand Loan: ₹ 300 Lakhs
3. Adhoc limit EPC from BOI: ₹ 500 Lakhs

i. Name of the Lenders;

1. Bank of India
2. Axis Bank Limited
3. SVC Co-Operative Bank Limited
4. Union Bank of India
5. HDFC Bank Limited
6. SIDBI
7. Tata Capital Financial Services Limited
8. Kotak Mahindra Bank Limited
9. Bank of Baroda
10. Yes Bank Limited

ii. The following restrictive covenants entered into with the lenders by the Company shall be disclosed the section titled “Financial
Indebtedness” on page 358 of the Red Herring Prospectus.
a. prepayment of the outstanding principal amounts of the facilities availed by our Company;
b. any amalgamation, demerger, merger, acquisition, corporate or debt restructuring;
c. undertake any project, implementation of any scheme of expansion/ diversification or capital expenditure or
acquisition of fixed assets (except normal replacements indicated in in fund flow statement submitted to and
approved by lender) if such investment result into breach of financial covenants or diversion of working
capital to financing of long term assets;
d. invest by way of share capital or lend/ advance funds or place deposits with any other entity;
e. entering any secured/ unsecured borrowing arrangement with any other bank or financial institution or company
or accept deposits which increases our borrowing above limits stipulated by our lenders;
f. undertake any guarantee obligation on behalf of any other company;
g. create any charge, lien or encumbrance over undertaking or any part thereof in favour of any bank, financial
institution, firm or person;
358
 h. enter into any contractual obligation which will be detrimental to interest of lender;
i. repayment of monies brought in by Promoters, Directors, relatives/ friends of Promoters by way of deposits/ loans/
advances;
j. any change in the constitution or remuneration of management, control, ownership, shareholding pattern,
capital structure and/or management of our Company;
k. sell, assign, mortgage, or otherwise dispose off any of the fixed assets charged to the lender;
l. declaration or payment of dividend;
m. pledge of the shares held by Promoters or members of Promoter Group;
n. grant loan to Promoters or Directors;
o. change in accounting methods or policies;
p. pay any commission to our Promoters, Directors, managers, or other persons for furnishing guarantees,
counter guarantees or indemnities or for undertaking any other liability in connection with any financial
assistance obtained for or by our Company or in connection with any other obligation undertaken for or by our
Company;
q. any amendments in the constitutional documents of the Company.
r. issue of personal guarantee by our Promoters;
s. terminate or repudiate the financing documents;
t. winding up, liquidation or dissolution of business of the Company or take any steps for the same;
u. setting up any new subsidiary or permit any company to become our subsidiary;
v. carry on any general trading activity other than products of our Company

iii. There has been no instances of default towards repayment of borrowings by the Company in the past.

iv. The borrowings availed by our Company includes both secured and unsecured loans. We have already mentioned the details
of secured and unsecured loan availed by the Company as on February 29, 2024 has been mentioned in the section titled
“Financial Indebtedness” on page 358 of the Red Herring Prospectus.

v. Our Company has obtained NOC from all its existing lenders for the proposed Offer.

vi. Our Company has obtained consent from all its existing lenders for the proposed Offer namely,
1. Bank of India
2. Axis Bank Limited
3. SVC Co-Operative Bank Limited
4. Union Bank of India
5. HDFC Bank Limited
6. SIDBI
7. Tata Capital Financial Services Limited
8. Kotak Mahindra Bank Limited
9. Bank of Baroda
10. Yes Bank Limited

[The remainder of this page has been intentionally left blank]

359
The aggregate outstanding borrowings (including fund based and non-fund based borrowings) of our Company, on a consolidated basis, as on May 31, 2024 as certified by
our Statutory Auditors vide certificate dated, July 23, 2024 are as follows:

Sr. Name of Lender's/D Name of Description Loan Date of Purpose Security Mortgage Details of Amount Amount Amou Rate of Tenur Prepay Whether
No. Borrowe ebenture Lender's of Facility/ A/c Sanction of Loan personal/C Sanction Repaid/P nt Interest e from ment any
r Holder's Nature of Numb Letter (s) orporate ed (Rs. repaid Outsta (31-May- first Penalty Delay,
Name Borrowing er Guarantee In Lakh) till 31- nding 2024) date of (if any) Defaults
, if any May- as of disbur and
24(Rs. In 31- semen reschedul
Lakhs) May- t ing/
24(Rs. Restructu
In ring of
Lakhs) borrowin
g

1 Shree Bank of Bank of Cash Credit 88073 14.05.2024 Working Primary Security : Personal (1400) NA (37.34) 10.35% 1 Yr Nil Nil
Tirupati India India 01000 Capital Working capital Guarantee
Balajee (Consortiu 04083 limit are secured by : Mr. Binod
Agro m) Bank of hypothecation of Kumar
2 Trading India, Axis Export 88078 14.05.2024 Working entire current assets Agarwal 5000.00 4929.4 6.35% (3% 1 Yr Nil Nil
Company Bank Packing 26100 Capital of the company Mr. Sakul 2 Interest
Limited Limited, Credit (EPC) 00004 (both present and Grover Subvention
HDFC future) including (Note:- is availed
Bank, stock of raw Personal by
Union Bank materials, stock-in Guarantee Company)
of India, process, finished of Mr.
SVC Co- goods, stores and Sakul
3 Operative Letter of 14.05.2024 Working spares, book debts grover has (1000.00 0.00 0.00 1 Yr Nil Nil
Bank Credit Capital and other collateral been )
Limited and guarantee given allowed to
4 Bank 14.05.2024 Working to Bank of India withdraw (200.00) 0.00 0.00 1 Yr Nil Nil
Guarantee Capital (Consortium) on by SVC
pari passu basis. Co-
5 Axis Bank Cash Credit 91403 01.03.2024 Working Non Fund Based operative (200.00) NA (18.19) 9.50% 1 Yr Nil Nil
Limit is secured by Bank
Limited 00050 Capital
32188 20% FD Margin . Limited
Collateral and Bank of
Security: India)
6 Export 91408 01.03.2024 Working 1. Secured by first 1200.00 1193.8 6.50% (3% 1 Yr Nil Nil
Packing 00050 Capital pari passu charge on 9 Interest
Credit (EPC) 40168 entire fixed assets, Subvention
both present and is availed
future, including by
hypothecation of Company)
plant & machinery
7 SVC Co- Cash Credit 11221 07.03.2024 Working and EQM of land 1700.00 NA (10.43) 10.75% 1 Yr 3.00% Nil
360
 Operative 99400 Capital and building (Land
Bank 00004 admeasuring aournd
Limited 11623 sq. mtr. and
8 Export 10028 07.03.2024 Working building (1700.00) 1663.1 6.75% (3% 1 Yr 3.00% Nil
Packing 30100 Capital admeasuring around 3 Interest
Credit (EPC) 00064 132160 sq. ft.) Subvention
located at Plot no is availed
192, sector I, by
Pithampur of Company)
company.
2. First pari passu
9 Letter of 07.03.2024 Working charge by way of (500) 0.00 0.00 3.00% Nil
Credit Capital EQM residential
house owned by
10 Bank 07.03.2024 Working company at 203, (200) 0.00 0.00 3.00% Nil
Guarantee Capital 2nd Floor, Samyak
Tower, 16/3 Old
11 Union Cash Credit 27.03.2023 Working Palasia, Indore. (25.00) NA 0.00 12.55% 1 Yr Nil Nil
Bank of Capital (Around 1400 Sq.
Ft)
India
3. First pari passu
12 Export 69170 27.03.2023 Working charge by way of 1900.00 NA 1895.16 6.70% (3% 1 Yr Nil Nil
Packing 72200 Capital EQM of office Interest
Credit (EPC) 00005 owned by company Subvention
at 321, 3rd floor, is availed
Rafael Tower, 8/2 by
Old Palasia, Indore Company)
(around 450 sq. ft.)
13 Letter of 27.03.2023 Working 4. First pari passu (700.00) 0.00 0.00 1 Yr Nil Nil
Credit Capital charge by way of
EQM of office
owned by company
14 HDFC Export Recurr 10.01.2024 Working 600.00 NA 596.20 7.46% (3% 1 Yr Nil Nil
at 418, 419, 420 &
Bank Packing ing Capital Interest
421, 4th floor,
Limited Credit (EPC) Multip Subvention
Rafael Tower, 8/2
le is availed
Old Palasia, Indore.
Accou by
5. First pari passu
nt on Company)
charge by way of
Every
pledge of TDR of
EPC
Rs 0.15 Crore in the
Disbur
name of Mr. Binod
sement
Kumar Agarwal
(Director).
6. Exclusive for
BOI (100%) -
Exclusive charge by
way of EQM of land
at Khasra No. 26/6

361
 (Part), Village
Lasudiya Mori,
Dewas Naka, Teshil
and District Indore
(M.P.) and godown
owned by the
Company.

15 Bank of Bank of GECL Term 88077 04.02.2021 Working Principal Security: 100% 800.00 423.80 376.20 9.25% 60 Nil Nil
India India Loan 04100 Capital Extension of second Credit Month
(Consortiu 00042 Term charge of Guarantee s
m) Bank of Loan hypothecation on of NCGTC
India,Axis entire current assets
16 Bank GECL EXT. 88077 29.11.2021 Working of the company 520.00 165.64 354.36 9.25% 60 Nil Nil
Limited, Term Loan 04100 Capital including stock, Month
HDFC 00047 Term book debts etc both s
Bank, Loan present & future
Union Bank charge on existing
of India, securities -
17 SVC Co- Axis Bank GECL EXT. 92206 20.01.2022 Working Hyphothecation of 110.00 11.46 98.54 9.25% 6 Yrs Nil Nil
Operative Limited Term Loan 00499 Capital entire current assets
Bank 78615 Term of the Company,
Limited Loan Hyphotication of
Plant & Machinery,
18 GECL Term 92006 15.12.2020 Working EQM of Land & 238.00 148.75 89.25 9.25% 5 Yrs Nil Nil
Loan 00534 Capital Buidling entire
13830 Term fixed/ immovable
Loan assets of the
Company.
Collateral
19 SVC Co- GECL EXT. 11221 28.01.2022 Working 259.00 16.20 242.80 9.25% 72 Nil Nil
Security- Extension
Operative Term Loan 89000 Capital Months
Bank 00090 Term of second charge on
existing collateral
Limited Loan
security including
mortgage created in
20 Union GECL Term 53120 11.01.2021 Working favor of the bank. 240.00 122.49 117.51 9.25% 60 Nil Nil
Bank of Loan 69900 Capital Months
India 00092 Term
Loan

21 GECL EXT. 53120 15.11.2021 Working 120.00 17.50 102.50 9.25% 72 Nil Nil
Term Loan 69900 Capital Months
00168 Term
Loan

22 HDFC GECL Term 85073 08.01.2021 Working 119.50 52.34 67.16 9.25% 60 Nil Nil
Bank Loan 230 Capital Months

362
 Term
Loan

23 SIDBI Machinery D0003 04.01.2022 For Primary Security: Personal 145.87 61.49 84.38 8.65% 60 3.00% Nil
Term Loan SKL Purchase (First Charge By Guarantee Months
of Plant & way of : Mr. Binod
Machiner hypothecation on all Kumar
y equipments, plants, Agarwal
Machineries and Mr. Sakul
Other assets of the Grover
Borrower which
have been or
proposed to be
acquired under the
Scheme)
Collateral
Security: (Pledge
of FD Having Face
Value of Rs.36.50
Lakh)

24 Machinery D0006 22.05.2023 For Primary Security: Personal 55.00 18.21 36.79 8.60% 36 3.00% Nil
Term Loan 4R3 Purchase (First Charge By Guarantee Months
of Plant & way of : Mr. Binod
Machiner hypothecation on all Kumar
y equipments, plants, Agarwal
Machineries and
Other assets of the
Borrower which
have been or
proposed to be
acquired under the
SIDBI Loan of
Rs.55 Lakh)
Collateral
Security: (Pledge
of FD Having Face
Value of Rs.13.50
Lakh)

25 Machinery D0006 25.07.2023 For Primary Security: Personal 408.00 34.03 373.97 8.60% 60 3.00% Nil
Term Loan 7M3 Purchase (First Charge By Guarantee Months
of Plant way of : Mr. Binod
& hypothecation on all Kumar
Machiner equipments, plants, Agarwal
y Machineries and
Other assets of the

363
 Borrower which
have been or
proposed to be
acquired under the
SIDBI Loan of
Rs.408 Lakh)
Collateral
Security: (Pledge
of FD Having Face
Value of Rs.82.00
Lakh)

26 Machinery D0003 11.06.2021 For Primary Security: Personal 100.00 65.51 34.49 8.23% 60 3.00% Nil
Term Loan 9HI Purchase (First Charge By Guarantee Months
of Plant way of : Mr. Binod
& hypothecation on all Kumar
Machiner equipments, plants, Agarwal
y Machineries and Mr. Sakul
Other assets of the Grover
Borrower which
have been or
proposed to be
acquired under the
Speed Scheme)
Collateral
Security: (Pledge
of FD Having Face
Value of Rs.25.00
Lakh)

27 Machinery D0003 26.07.2021 For Primary Security: Personal 240.00 132.64 107.36 7.88% 60 3.00% Nil
Term Loan AKA Purchase (First Charge By Guarantee Months
of Plant way of : Mr. Binod
& hypothecation on all Kumar
Machiner equipments, plants, Agarwal
y Machineries and Mr. Sakul
Other assets of the Grover
Borrower which
have been or
proposed to be
acquired under the
project Scheme)
Collateral
Security: (Pledge
of FD Having Face
Value of Rs.72.00
Lakh)

364
28 Solar Term D0003 02.03.2021 For Solar Primary Security: Personal 58.76 35.81 22.95 8.43% 60 3.00% Nil
Loan 79J (First Charge By Guarantee Months
way of : Mr. Binod
hypothecation on all Kumar
equipments, plants, Agarwal
Machineries and Mr. Sakul
Other assets of the Grover
Borrower which
have been or
proposed to be
acquired under the
Scheme)
Collateral
Security: (Pledge
of FD Having Face
Value of Rs.23.60
Lakh)

29 Tata Working WCD0 09.01.2024 Working Collateral Personal 300.00 7.06 292.94 11.25% 1 Yrs 4.00% Nil
Capital Capital 594 Capital Security: Fixed Guarantee
Financial Demand Demand Deposit (FD) of : Mr. Binod
Services Loan Loan 25% of loan amount Kumar
Limited with a bank as Agarwal
acceptable to
TCFSL, duly lien
marked on Principal
and Interest in favor
of TCFSL. With
nature of Deposit:
Reinvestment of
interest and
maturity instruction
of auto renew
principal and
interest.

30 Term Loan 21892 09.05.2024 Term Unsecured Personal 200.00 0.00 200.00 11.25% 30 First 3 Nil
451 Loan Guarantee Months Months
(Unsecur : Mr. Binod 4.00% on
ed) Kumar the
Agarwal amount
prepaid.
For
balance
27
months

365
 NIL

31 Kotak Machinery 0751T 28.01.2020 For Security for Kotak Personal 155.00 96.36 58.64 9.00% 70 Nil Nil
Mahindra Term Loan L0100 (Renewed Purchase Mahindra Bank: Guarantee: Months
Bank 00068 on of Plant Equitable mortgage Binod
Limited 2 17.04.2024 & of industrial Kumar
) Machiner property situated at Agarwal
y Plot No.640, Sector
- III, Industrial
32 Corporate 0751T 28.01.2020 For Area, Pithampur, 185.00 132.84 52.16 9.10% 60 Nil Nil
Term Loan L0100 (Renewed Corporat Dist. Dhar (M.P.) Months
00069 on e Purpose
2 17.04.2024
)

33 Machinery 0751T 18.07.2021 For 325.00 163.42 161.58 10.00% 60 Nil Nil
Term Loan L0100 (Renewed Purchase Months
00073 on of Plant
3 17.04.2024 &
) Machiner
y

34 Corporate 0751T 17.04.2024 For 350.00 0.00 0.00 9.25% 36 Nil Nil
Term Loan L0100 Corporat Months
00093 e Purpose
7

35 Kotak GECL Term 0751C 19.01.2021 Working Security : Extension 100% 263.00 143.92 119.08 7.45% 60 Nil Nil
Mahindra Loan L0100 (Renewed Capital of first and Credit Months
Bank 00007 on Term exclusive charge on Guarantee
8 17.04.2024 Loan Fixed Assets (Plant of NCGTC
) & Machineries)
situated at Plot
No.640, sector - III,
pithampur, Dist.
Dhar (M.P.).
Extension of
equitable mortgage
of industrial
property situated at
Plot No.640, Sector
- III, Industrial
Area, Pithampur,
Dist. Dhar (M.P.).

36 SVC CO- Solar Term 11221 04.12.2020 For Solar Security : EM of Personal 825.00 353.43 471.57 9.75% 84 3.00% Nil

366
 Operative Loan 89000 (Renewed Land at village Guarntee of Months
Bank 00063 on Sidhipur, Ujjain & Mr. Binod
Limited 07.03.2024 Hypothication of Kumar
) Electrical Agarwal
Installations for
Solar Power plant
installed at Ujjain.

37 Bank of Bank 8807IP 24.03.2022 Performa Pledge of FD 100% 5.88 NA 5.88 Up to Nil Nil
India Guarantee EBG2 nce Having Face Value Margin 30th
20005 Guarante of Rs.6.00Lakh Against Septe
e TDR mber
2025

38 Shree Bank of Bank of Cash Credit 88013 04.08.2023 Working Principal: Personal (2550.00 NA (105.1 10.94% 1 Yr 2.00% Nil
Tirupati India India 01100 Capital 1. Hypothecation of Guarantee ) 4)
Balajee (Consortiu 00089 entire current assets : Mr. Binod
FIBC m) Bank of of the Company Kumar
39 Limited India, Axis Export 88018 04.08.2023 Working (First pari-passu Agarwal 2550.00 2500.0 6.35% (3% 1 Yr 2.00% Nil
Bank Packing 26100 Capital charge in proportion Corporate 0 Interest
Limited and Credit (EPC) 00013 of WC exposure). Guarantee Subvention
Bank of 2. EQM on entire : Shree is availed
Baroda Lease Hold Land & Tirupati by
Building situated at Balajee Company)
Plot No-14, Apparel Agro
Park, SEZ Phase-2, Trading
40 Export 88018 19.04.2024 Working Indore, Pithampur, Company 500.00 NA 500.00 7.35% (3% 71 2.00% Nil
Packing 26100 Capital Distt- Dhar, M. P., Private Interest Days
Credit (EPC) 00013 Admeasuring 22995 Limited Subvention
m2 (First pari-passu is availed
charge in proportion by
of Term Loan Company)
exposure except
41 Axis Bank Cash Credit 92003 26.09.2023 Working GECL Exposure of (350.00) NA (6.39) 9.35% 1 Yr Nil Nil
Limited 00522 Capital Bank of India and
76536 Axis Bank).
3. Hypothecation of
P&M (except
42 Export 91708 26.09.2023 Working 1750.00 0.00 6.35% (3% 1 Yr Nil Nil
Packing 00472 Capital exclusively Interest
Credit (EPC) 36308 financed by Bank of Subvention
India) situated at
is availed
Plot No-14, Apparel by
Park, SEZ Phase-2, Company)
Indore, Pithampur,
Distt- Dhar, M. P.
43 Export 92308 26.09.2023 Working (First pari-passu NA 1749.4 6.35% (3% Nil
Packing 00596 Capital charge in proportion 2 Interest
Credit (EPC) 69878 Subvention
367
 of Term Loan is availed
exposure except by
GECL Exposure of Company)
Bank of India and
44 Bank of Cash Credit 12010 19.09.2023 Working Axis Bank). (1200.00 NA 116.41 11.40% 1 Yr 0.25% Nil
Baroda 50000 Capital 4. Exclusive Charge )
0125 of Bank of India by
way of
Hypothecation of
45 Export 12010 19.09.2023 Working Plant Machinery 1200.00 1088.0 7.15% (3% 1 Yr 0.25% Nil
Packing 70000 Capital financed by Bank of 2 Interest
Credit (EPC) 0009 India. Subvention
Collateral: is availed
1. Pledge of TDR of by
Rs 0.40 cr (First Company)
Pari-passu charge
46 Bank of Term Loan 88017 17.05.2022 For with Consortium 485.00 53.10 431.90 10.94% 7 Yrs 2.00% Nil
India 02100 Building lenders in
00015 and P & proportion of total
M exposure).
2. EQM on entire
47 Axis Bank Term Loan 92106 19.04.2022 For Lease Hold Land & 1100.00 191.23 908.77 10.75% 7 Yrs Nil Nil
Building situated at
Limited 00568 Building
38813 and P & Plot No-14, Apparel
M Park, SEZ Phase-2,
Indore, Pithampur,
Distt- Dhar, M. P.,
Admeasuring 22995
m2 (Second pari-
passu charge in
proportion of
Working Capital
exposure of all
banks and GECL
exposure of Bank of
India, Bank of
Baroda and Axis
Bank).
3. Hypothecation of
P&M (except
exclusively
financed by Bank of
India) situated at
Plot No-14, Apparel
Park, SEZ Phase-2,
Indore, Pithampur,
Distt- Dhar, M. P.
(Second pari-passu

368
 charge in proportion
of Working Capital
exposure of all
banks and GECL
exposure of Bank of
India and Axis
Bank).
4. Hypothecation of
entire current assets
of the Company
(Second pari-passu
charge in proportion
of Term loan,
including GECL of
Bank of India and
Axis Bank).

48 Bank of Bank of GECL Term 88017 21.08.2020 Working Hypothecation of 100% 300.00 267.92 32.08 9.25% 48 Nil Nil
India India Loan 04100 Capital Stocks & Book debt Credit Month
(Consortiu 00049 Term (EPC/FBP) (Second Guarantee s
m) Bank of Loan Pari-passu charge in of NCGTC
India and proportion of WC
49 Axis Bank GECL EXT. 88017 07.12.2021 Working exposure), 300.00 136.83 163.17 9.25% 48 Nil Nil
Limited Term Loan 04100 Capital Hypothecation of Month
00058 Term Plant & Machinery s
Loan and extension of
exiting EQM on
factory land &
50 Axis Bank GECL Term 92006 20.08.2020 Working building situated at 185.00 174.72 10.28 9.25% 4 Yrs Nil Nil
Limited Loan 00497 Capital Plot no. 14, Apperal
88256 Term Park, SEZ, Phase-2,
Loan Indore (Second
Pari- passu charge
51 GECL EXT. 92106 12.01.2022 Working in proportion of 200.00 27.78 172.22 9.25% 5 Yrs Nil Nil
Term Loan 00573 Capital Total Exposure) and
84630 Term pledge of TDR
Loan (Second Pari- passu
charge in proportion
of Total Exposure).

52 Bank of Car Loan 88016 06.02.2020 For Car Secured by way of 17.65 15.01 2.64 10.20% 60 Nil Nil
India 05100 Loan Hypothecation of Months
00168 TOYOTA Car.

53 Bank 8801IP 24.03.2022 Performa Pledge of FD 100% 7.57 NA 7.57 Up to Nil Nil
Guarantee EBG2 nce Having Face Value Margin 30th
20002 Guarante of Rs.8.00Lakh Against Septem

369
 e TDR ber
2025

54 Jagannath Bank of Cash Credit 12010 01.06.2023 Working (a) Exclusive first Personal 1450.00 NA 1141.69 10.75% 1 Yr 2.00% Nil
Plastics Baroda 50000 Capital Charge by way of Guarantee
Private 0068 Hypothecation of : Mr. Binod
Limited entire Raw Kumar
55 Export 12010 01.06.2023 Working materials, Stock in Agarwal (1450.00) 254.07 7.25% (3% 1 Yr 2.00% Nil
Packing 70000 Capital process, stores and Corporate Interest
Credit (EPC) 0005 spares, packing Guarantee Subvention
materials, finished : Shree is availed
goods and Book Tirupati by
debts of the Balajee Company)
company (both Agro
present and future). Trading
56 Export 12010 01.06.2023 Working Primary Security: Company 600.00 NA 600.00 7.25% (3% 1 Yr 2.00% Nil
Packing 70000 Capital Secured by Private Interest
Credit (EPC) 008 exclusive 1st charge Limited Subvention
by way of extension is availed
of equitable by
mortage of Factory Company)
Land and Building
57 Letter of 01.06.2023 Working admeasuring 5574 (100.00) NA 0.00 1 Yr 2.00% Nil
Credit Capital sq mtr standing in
the name of the
company situated at
plot 640-B , Sector
III, Pithampur
district Dhar.
Exclusive 1st
charge by way of
hypothecation of
entire Machineries,
electrical
installations,
furniture and
fixtures, office
equipments and
other movable
assets belongs to the
company situated at
plot 640-B , Sector
III, Pithampur
district Dhar
(present and future)
.
Collateral
Security:
370
 Equitable mortgate
of residential
property in the name
of Mr. Binod Kumar
Agarwal situated at
B-116, Space Park,
Phase 1
admeasuring 1420
sq. ft..
Lien on FDR of Rs.
161.20 lakhs plus
interest thereon.
Lien on FDR of Rs.
188.00 lakhs plus
interest thereon.
Intese extension of
primary security of
term loan facility for
Cash credit and EPC
facility and
extension of
primary security of
Cash credit and EPC
facility for Term
Loan Facility.

58 Bank of GECL Term 12010 19.09.2020 Working Secured by 100% 412.00 377.52 34.48 9.25% 48 Nil Nil
Baroda Loan 60000 Capital Extension of Credit Months
2464 Term Hypothecation over Guarantee
Loan stocks /book debts of NCGTC
and all the current
59 GECL EXT. 12010 03.12.2021 Working assets of the 210.00 34.98 175.02 9.25% 5 Yrs Nil Nil
Term Loan 60000 Capital Company.
2845 Term Secured by
Loan Extension of EM
over all the
immovable
properties
mortgaged for credit
limits of the
Company.

60 SIDBI Solar Term D0003 04.03.2021 For Solar Primary Security: Personal 203.20 127.73 75.47 8.43% 60 3.00% Nil
Loan 791 (First Charge By Guarantee Months
way of : Mr. Binod
hypothecation on all Kumar
equipments, plants, Agarwal
Machineries and Mr. Sakul
371
 Other assets of the Grover
Borrower which
have been or
proposed to be
acquired under the
Scheme)
Collateral
Security: (Pledge
of FD Having Face
Value of Rs.51.00
Lakh)

61 Bank of Bank 1201I 29.08.2023 Performa Pledge of FD 100% 3.675 NA 3.675 Up to Nil
Baroda Guarantee GP002 nce Having Face Value Margin 30th
53382 Guarante of Rs.3.675 Lakh) Against Septe
3 e TDR mber
2025

62 Honourab Yes Bank Cash Credit 07628 29.07.2023 Working (i) Secured by Personal 550.00 NA 544.95 9.75% 1 Yr 4.00% Nil
le Limited 46000 Capital exclusive charge by Guarantee
Packagin 00753 way of : Mr. Binod
g Private Hypothecation on Kumar
63 Limited Export Recurr 29.07.2023 Working current assets Agarwal (550.00) 0.00 5.80% (3% 1 Yr 4.00% Nil
Packing ing Capital (stocks and book Mr. Sakul Interest
Credit (EPC) Multip debts) and movable Grover Subvention
le fixed assets of the Corporate is availed
Accou both present and Guarantee by
nt on future. : Shree Company)
Every Tirupati
EPC (ii) Balajee
Disbur Equitable/registered Agro
sement Mortgage on Trading
property situated at Company
640-A, Sector-III, Private
Pithampur, Dist. Limited
Dhar (MP) - 454775

64 Yes Bank GECL Term 040LA 04.06.2020, Working Security: 100% 110.00 106.55 3.45 9.25% 5 Yrs Nil Nil
Limited Loan 43212 (Originally Capital (i) Second Charge Credit
38000 sanctioned Term by way of Guarantee
3 by Bank Of Loan Equiable/registered of NCGTC
baroda then mortgage on
Yes Bank property situated at
takeover 640-A, Sector-III,
the same Pithampur, Dhar,
sanction Madhya Pradesh.
letter dtd.

372
 05.08.2021

65 GECL EXT. 040LA 28.01.2022 Working 56.00 5.19 50.81 9.25% 60 Nil Nil
Term Loan 02204 Capital Months
80001 Term
Loan

66 SIDBI Solar Term D0003 02.03.2021 For Solar Primary Security: Personal 58.76 36.91 21.85 8.35% 60 3.00% Nil
Loan 780 (First Charge By Guarantee Months
way of : Mr. Binod
hypothecation on all Kumar
equipments, plants, Agarwal
Machineries and Mr. Sakul
Other assets of the Grover
Borrower which
have been or
proposed to be
acquired under the
Scheme)
Collateral
Security: (Pledge
of FD Having Face
Value of Rs.14.70
Lakh)

Total Working 19300.00 18887.81

capital limit

Total Term Loan 9337.09 5250.79

Limit

There has been no instance of default in making payments of any outstanding loan in the last 3 Financial Years. Further the details of outstanding amount of borrowings is
mentioned in the section titled “Financial Information” on page 255 of the Red Herring Prospectus.

373
 SECTION VI – LEGAL AND OTHER INFORMATION

OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS

Except as stated in this section, there are no outstanding (i) criminal proceedings; (ii) actions taken by regulatory or statutory
authorities; (iii) tax proceedings - claims related to direct and indirect taxes liabilities (disclosed in a consolidated manner
giving the total number of claims and the total amount involved); and (iv) material civil litigation which are determined to be
material as per a policy adopted by our Board (“Materiality Policy”) in accordance with the SEBI ICDR Regulations, in each
case involving our Company, Promoter or our Directors or Subsidiaries (collectively, the “Relevant Parties”).

There are no disciplinary actions, including penalties imposed by the SEBI or stock exchanges against our Promoter in the
last five Financial Years including any outstanding action.

For the Financial Year 2024, our total income for the year as per the Restated Consolidated Financial Statements is ₹
55,282.11 lakhs. Accordingly, the following types of litigation involving the Relevant Parties have been considered material,
and accordingly disclosed, as applicable:

i. pending civil cases involving the Relevant Parties where the claim/ dispute amount, to the extent quantifiable,
exceeds 2% of turnover as per the Restated Consolidated Financial Information for Fiscal 2024, or 2% of net worth
based on the Restated Consolidated Financial Information as at March 31, 2024, or 5% of the average of absolute
value of profit or loss after tax, as per the Restated Consolidated Financial Information of our Company for the last
three Fiscals, whichever is lower, or
ii. where monetary liability is not quantifiable or does not exceed the threshold mentioned in point (i) above, the
outcome of any such pending proceedings may have a material bearing on the business, operations, or
iii. where the monetary liability in the pending civil litigations is not quantifiable or doesn’t meet the monetary threshold
as provided in (i) above, but where an adverse outcome would materially and adversely affect the business,
operations or financial position or reputation of the Company,

Further, it is clarified that for the purposes of the above, pre-litigation notices received by the Relevant Parties from third
parties (excluding those notices issued by statutory/regulatory/tax authorities or notices threatening criminal action) shall,
unless otherwise decided by our Board, not be considered as material until such time that the Relevant Parties, as applicable,
is impleaded as defendant in litigation proceedings before any judicial/arbitral forum.

Except as stated in this section, there are no outstanding material dues to creditors of our Company. In accordance with the
Materiality Policy, outstanding dues to any creditor of our Company having monetary value exceeding ₹ 171.55 lakhs, which
is 5% of the total trade payables as on the date of the latest Restated Consolidated Financial Statements included in this Red
Herring Prospectus, shall be considered as ‘material’. Accordingly, as on March 31, 2024, any outstanding dues exceeding ₹
171.55 lakhs have been considered as material outstanding dues for the purpose of disclosure in this section. Further, for
outstanding dues to any party which is a micro, small or medium enterprise (“MSME”), the disclosure will be based on
information available with the Company regarding status of the creditor as defined under Section 2 of the Micro, Small and
Medium Enterprises Development Act, 2006, as amended.

All terms defined in a particular litigation disclosure pertain to that litigation only. Unless stated to the contrary,the information
provided below is as of the date of this Red Herring Prospectus.

I. LITIGATIONS INVOLVING OUR COMPANY

A. Outstanding criminal litigations involving our Company

• Criminal litigation against our Company

Nil

• Criminal litigations initiated by our Company

374
 Except as disclosed below, there are no criminal litigations initiated by our Company as on the date of this Red
Herring Prospectus.

1. Our Company has initiated a suit against AA Packaging with the Judicial Magistrate First Class, Indore,
Madhya Pradesh under Section 138 of the Negotiable Instruments Act for cheque dishonour in relation to the
goods supplied to them during the financial year 2015-16 for default in amount of Rs. 28,50,000/-. Our
Company had accepted cheque from AA Packaging, but the cheque could not be cleared due to insufficient
funds in AA Packaging’s account.

2. Our Company has initiated a suit against Lotus Polytwist Pvt. Ltd with the Judicial Magistrate First Class,
Indore, Madhya Pradesh under Section 138 of the Negotiable Instruments Act for cheque dishonour in
relation to the goods supplied to them during the financial year 2013-14 for default in amount of
Rs.17,80,904/-. Our Company had accepted cheque from Lotus Polytwist Pvt. Ltd., but the cheque could not
be cleared due to insufficient funds in Lotus Polytwist Pvt. Ltd.’s account.

3. Our Company has lodged an FIR under section 154 of CRPC in the police station of Pithampur, Dist. Dhar,
Madhya Pradesh on dated March 24, 2022 vide FIR no.0172 for supplying ordinary stitching yarn instead of
UV treated sewing thread which damaged the finished product. Our Company and Pacer Engineering Co.
were involved in a business deal where we purchased UV treated sewing thread for manufacturing FIBC bags
from Pacer Engineering Company. The thread, which is essential for maintaining the quality of the bags, is
treated with Ultraviolet (UV) rays. Pacer agreed to the purchase order, but failed to supply the UV-treated
yarn, instead providing ordinary stitching yarn. This caused damage to the finished product.

B. Outstanding actions by Statutory Authorities or Regulatory Authorities against our Company

Nil

C. Other outstanding litigation involving our Company

• Material Civil litigations against our Company

Nil

• Material Civil litigations initiated by our Company

Nil

D. Outstanding tax proceedings involving our Company

Except as mentioned below as on the date of this Red Herring Prospectus, there are no outstanding tax proceedings
involving our Company:

Nature Number of cases Amount involved (in ₹)

Direct Tax 3 30,32,476
Indirect Tax 2 19,28,486

II. LITIGATIONS INVOLVING OUR PROMOTER

A. Outstanding criminal litigations involving our Promoter

• Criminal litigations against our Promoter

Except as disclosed below, there are no outstanding criminal litigations against our Promoter as on the date of this
Red Herring Prospectus.

1. A criminal case bearing no. 334/2006 was initiated by Madhya Pradesh Pollution Control Board (“MPPCB”)
before the Judicial Magistrate of First Class, Balaghat, against Narmada Plastic Private Limited Board
(“NPPL”), O.P Agarwal, the managing director of NPPL, Binod Kumar Agarwal, who was the Ex-Executive
375
 Director of NPPL, for violation of Section 25 and section 26 of Water (Prevention & Control of Pollution)
Act, 1974 and Section 21 and Section 22 of Air (Prevention & Control of Pollution) Act, 1981. NPPL was
granted consent for a 75 metric tonnes production capacity but extended it to 240 metric tonnes without
obtaining consent. The company continued to manufacture plastic bags without consent, violating these
provisions. A complaint was filed under Section 49 of the Water and Air Acts, and the Judicial Magistrate of
First Class, Balaghat acquitted all the accused. The complainant appealed, and an arrest warrant was issued
for Binod Agarwal by Chief Judicial Magistrate. However, subsequently the Chief Judicial Magistrate of
Balaghat, issued an order dated July 19, 2017 to the station in charge of police station of Mirzapur to set aside
the arrest warrant issued against Binod Kumar Agarwal. The original record is in the Honourable High Court,
Madhya Pradesh and the matter is accordingly pending before the Chief Judicial Magistrate, Balaghat and
the next hearing in the matter is on 12th November, 2024. Further, the outcome of the matter will not have
any material impact on the Company’s business.

• Criminal litigations initiated by our Promoter

Nil

B. Other outstanding litigations involving our Promoter

• Material Civil litigations against our Promoter

Nil

• Material Civil litigations initiated by our Promoter

Nil

C. Disciplinary Actions including penalty imposed by SEBI or stock exchanges against the promoter inthe last five
financial years including outstanding action

Nil

D. Outstanding actions by Statutory or Regulatory authorities against our Promoter

Except as disclosed below, there is no outstanding action by Statutory or Regulatory authorities against our Promoter
as on the date of the Red Herring Prospectus:

1. Employees Provident Fund Organization (“EPFO”) filed a suit for recovery against Madhya Pradesh
Financial Corporation(“MPFC”), R.N Sharma doing business in the name of M/s Dheeraj Polypack, and
Binod Kumar Agarwal under Order 7 (Seven) Rule 1 of the Civil Procedure Code. The EPFO issued a
certificate for recovery of Rs. 10,03,436/- and interest under Section 8 of the Act, but R.N Sharma did not
comply with its legal liabilities. Meanwhile, MPFC for recovery of its loans by auction process, sold the
property of R.N Sharma to Binod Kumar Agarwal vide Sale Deed. EPFO is entitled to Rs. 37,60,601/-,
including principal, compensation, and interest. Summons were issued to Binod Kumar Agarwal to appear
in court for fixation of the issues. The matter is currently pending before Court IV Civil Judge Class-I, District
Court, Indore, Madhya Pradesh and the next hearing is on 13-09-2024. The outcome will not have any
material impact on the Company’s business.

E. Outstanding tax proceedings against our Promoter

Nil

III. LITIGATIONS INVOLVING OUR DIRECTORS

A. Criminal litigations involving our Directors

• Criminal litigations against our Directors

A criminal case bearing no. RCT 1666/2020 CNR NO.MP11010056732020 was initiated by Factory Inspector before
376
 the Hon’ble Judicial Magistrate of First Class, Dhar against Binod Kumar Agarwal & Ranjan Kumar Mahapatra the
directors of the company. The offence under Act 7A, 2(C), 92 Factories Act 1948 & 73(E) MP Factories rules 1962.
It is alleged that accused have not availed security equipments in the factory premises, in this regard the first-time
warrant was received on April 25, 2024. The next hearing date is on October 15, 2024. However, the outcome of the
above case will not have any material impact on our Company’s business.

• Criminal litigations initiated by our Directors

Nil

B. Other outstanding litigations involving our Directors

• Material Civil litigations against our Directors

Nil

• Material Civil litigations initiated by our Directors

Nil

C. Outstanding actions by Statutory or Regulatory Authorities against any of our Directors

Except as mentioned above in outstanding action by Statutory or Regulatory authorities against our Promoter as on the
date of the Red Herring Prospectus, there is no other outstanding actions by Statutory or Regulatory Authorities against
any of our Directors.

• Outstanding tax proceedings involving our Directors

Nil

IV. LITIGATIONS INVOLVING OUR SUBSIDIARIES

A. Outstanding criminal litigations involving our Subsidiaries

• Criminal litigation against our Subsidiaries

Nil

• Criminal litigations initiated by our Subsidiaries

Nil

B. Outstanding actions by Statutory Authorities or Regulatory Authorities against our Subsidiaries

Nil

C. Other outstanding litigation involving our Subsidiaries

• Material Civil litigations against our Subsidiaries

Nil

• Material Civil litigations initiated by our Subsidiaries

Nil

D. Outstanding tax proceedings involving our Subsidiaries

Except as mentioned below as on the date of this Red Herring Prospectus, there are no outstanding tax proceedings
involving our Subsidiaries:

Nature Number of cases Amount involved (in ₹)

Direct Tax 4 69,89,562

377
E. Outstanding dues to creditors

Our Board, in its meeting held on 22nd November 2023 has considered and adopted the Materiality Policy. In terms of
theMateriality Policy, creditors of our Company to whom an amount exceeding 5% of our total trade payables as on the
date of the latest Restated Consolidated Financial Statements was outstanding, were considered ‘material’ creditors.

As per the latest Restated Consolidated Financial Statements, our total trade payables as on March 31, 2024, was ₹ 3,431.07
lakhs and accordingly, creditors to whom outstanding dues exceed ₹ 171.55lakhs have been considered as material
creditors for the purposes of disclosure in this Red Herring Prospectus.

Based on this criteria, details of outstanding dues owed as on March 31, 2024, by our Company are set out below:

Types of Creditors Number of Creditors Amount involved* (in ₹ lakhs)

Micro, small and medium enterprises 64 226.94
Material Creditors 8 2,603.76
Other Creditors 166 600.38
Total 238 3,431.07
*All the Figures of creditors have been rounded off to the nearest lakhs (with two places of decimal)

The details pertaining to net outstanding dues towards our material creditors as on March 31, 2024 (along with the
names and amounts involved for each such material creditor) are available on the website of the Company at
http://www.tirupatibalajee.net/. It is clarified that such details available on our website do not form a part of the Red
Herring Prospectus.

For further details, please refer to Chapter titled “Restated Consolidated Financial Statements” under head ‘Ageing of
Trade Payables’ on page no. 255 of this Red Herring Prospectus.

F. Material Developments

Except as stated in “Management’s Discussion and Analysis of Financial Condition and Results of Operation –
Significant Developments Occurring after March 31, 2024” on page 356, no circumstances have arisen since March
31, 2024, the date of the last Restated Consolidated Financial Statements disclosed in this Red Herring Prospectus,
any circumstances which materially and adversely affect or are likely to affect the value of our consolidated assets or
our ability to pay our material liabilities within the next 12 months.

378
 GOVERNMENT AND OTHER APPROVALS
Our Company has received the necessary material consents, licenses, permissions, registrations and approvals from the
various governmental agencies and other statutory and/ or regulatory authorities required for carrying out their present
business activities. Set out below is a list of consents, licences, permissions, registrations and approvals from various
government and regulatory authorities obtained by our Company which are material and necessary for undertaking our
business activities and operations. Additionally, unless otherwise stated, these material consents, licenses, permissions,
registrations and approvals are valid as on the date of this Red Herring Prospectus. Certain approvals are in the name of private
company and certain approvals may have lapsed in their normal course and our Company has either made applications to the
appropriate authorities for name change and / or renewal of such licenses and/or approvals or is in the process of making
such applications. For details in connection with the regulatory and legal framework within which we operate, see “Key
Regulations and Policies” on page 215.

A. Approvals in relation to incorporation of our Company:

For details in relation to the incorporation of our Company, see “History and Certain Corporate Matters”, beginning
on page 224.

B. Material Approvals in relation to our Company:

1. Material Approvals in relation to business operations

a. License dated November 02, 2021 bearing license no. 114/11784/DHR/2m(i)/NH issued by Chief Inspector
of Factories, Madhya Pradesh granted under Rule 5 of M.P Factories Rules, 1962 a license to work a factory
for Plot No.192, Sector 1, Pithampur, Dhar, Madhya Pradesh is received in the name of private company
and is valid till December 31, 2025;

b. License dated January 31, 2022 bearing license no. 132/15031/DHR/2m(i) issued by Chief Inspector of
Factories, Madhya Pradesh granted under Rule 5 of M.P Factories Rules, 1962 a license to work a factory
for Plot No. 640, Sector 3, Pithampur, Dhar, Madhya Pradesh is received in the name of private company
and is valid till December 31, 2025;

c. Trade license granted by Karyalay Nagar Palik Nigam, Indore, Madhya Pradesh for the financial year ending
March 31, 2024 bearing registration number 8000520675 is received in the name of private company;

d. Udyam Registration Certificate bearing registration number UDYAM-MP-17-0001158 issued by Ministry

of Micro, Small and Medium Enterprises is received in the name of public company;

e. Consent order bearing consent no. AWP-54606 issued under the Water (Prevention & Control of Pollution)
Act, 1974 and the Air (Prevention & Control of Pollution) Act, 1981 granted by M.P Pollution Control Board
for Plot No.640, Sector 3, Pithampur, Dhar, Madhya Pradesh is received in the name of private company;

f. Auto renewal order bearing consent no. AWHP-57886 issued under the Water (Prevention & Control of
Pollution) Act, 1974 and the Air (Prevention & Control of Pollution) Act, 1981 granted by M.P Pollution
Control Board for Plot No. 192, Sector 1, Pithampur, Dhar, Madhya Pradesh is received in the name of
private company;

g. ISO 9001:2015 certifying the quality management system issued for Plot No. 192, Sector 1, Pithampur,
Dhar-454775, Madhya Pradesh for manufacturing and exporting of FIBC woven sacks and fabrics of PP
(Polypropylene) and HDPE is received in the name of public company;

h. ISO 22000: 2018 certifying the food safety management system standard issued for Plot No. 192, Sector 1,
Pithampur, Dhar-454001, Madhya Pradesh for manufacturing and exporting of FIBC PP/ HDPE, woven
sacks and fabrics is received in the name of private company;

i. Bureau of Indian Standard Certificates bearing license number 8200118905 certifying the food grains
products Textile-High Density Polyethylene (HDPE)/Polypropylene (PP) Woven Sack for packing 50 kg/25
kg food is received in the name of private company.

379
 j. Three-star export house certificate issued by Directorate General of Foreign Trade dated June 27, 2023 which
is valid for 5 years is received in the name of private company

2. Trade related approvals

a. Our Company has obtained an importer exporter code bearing number 1103000489 from the Office of the
Joint Directorate General of Foreign Trade, Indore.

3. Tax related registrations of our Company

a. The permanent account number of our Company is AAGCS3449G.

b. The tax deduction account number of our Company is BPLS05580B.

c. The Goods and Services Tax Identification Number for our Company is 23AAGCS3449G1ZF wherein the
principal place of business is E 34, Ravishankar Nagar HIG, behind Gurudwara, AB Road, Indore – 452001,
Madhya Pradesh and having 3 additional places of business within the state.

d. The Goods and Services Tax Identification Number for our Company Unit I and Unit II is
23AAGCS3449G2ZE wherein the principal place of business is E 34, Ravishankar Nagar HIG, behind
Gurudwara, AB Road, Indore - 452001, Madhya Pradesh and having 1 additional place of business within
the state and is received in name of public company.

e. Our Company has obtained professional tax registrations for certain jurisdictions where their business
operations are located, and relevant goods and services tax identification numbers under the applicable
provisions of the goods and services tax legislations in the states and union territories where our business
operations are located, and such registrations are required.

4. Intellectual Property related approvals

a. As on the date of this Red Herring Prospectus, we have applied for 2 trademark registration under various
classes with the Registrar of Trademarks in India under the Trade Marks Act, 1999 for our name Shree

Tirupati Balajee Agro Trading Company Limited” and for logo and the same is pending for
registration before the Registrar of Trademarks.

b. As on the date of this Red Herring Prospectus, we have 1 patent registration with the Controller of Patents in
India under the Patents Act, 1970 for which we have obtained registration certificates from relevant registries
under the applicable laws for the Company Further, our Promoter has made an application for registration
with the Controller of Patents for registration of 2 patents bearing application numbers 202221040748 &
202221040735 and the same is pending for registration before the Controller of Patents.

5. Labour Related Approvals

a. Our Company has obtained Employees State Insurance Corporation (“ESIC”) registration under the ESIC
Act, 1948 bearing number 18000136510000699 Plot No.192, Sector 1, Pithampur, Dhar, Madhya Pradesh
in the name of private company;

b. Our Company has obtained Employees State Insurance Corporation (“ESIC”) registration under the ESIC
Act, 1948 bearing number 18000200850000205 for Plot No. 640, Sector 3, Pithampur, Dhar, Madhya
Pradesh in the name of private company;

c. Our Company has obtained Employees Provident Fund Organisation (“EPFO”) registration bearing number
MPIND0012879000 for Plot No.192, Sector 1, Pithampur, Dhar, Madhya Pradesh in the name of private
company;

d. Our Company has obtained Employees Provident Fund Organisation (“EPFO”) registration bearing number
MPIND0028631000 for Plot No. 640, Sector 3, Pithampur, Dhar, Madhya Pradesh in the name of a private
company.
380
C. Material approvals applied for but not received as on the date of Red Herring Prospectus:

1. Our Company has applied for professional tax registrations in the name of public company for certain
jurisdictions where their business operations are located bearing and relevant goods and services tax
identification numbers under the applicable laws;

2. Our Company has applied for following material licenses/approvals in the name of public company as on
the date of filing of Red Herring Prospectus:

Sr. No. Particulars Date of Application/Intimation for Name Change

1. Provident Fund January 01, 2024
2. Employee State Insurance Corporation January 04, 2024
3. Labour License December 11, 2023
4. Madhya Pradesh Electric Board (MPPKVVCL) December 21, 2023
5. Water Bill (AKVN) February 02, 2024

D. Material approvals expired and renewal to be applied for as on the date of Red Herring Prospectus:

1. Material approvals for which applications are yet to be made upon conversion of the Company into a public
limited company

Our Company was converted into a public limited company pursuant to the shareholders’ resolution dated
November 20, 2023 and consequently, the name of our Company was changed to our present name i.e.,
‘Shree Tirupati Balajee Agro Trading Company Limited’ pursuant to a certificate of incorporation
consequent upon conversion to a public limited company dated November 21, 2023 issued by the RoC,
Gwalior. Our Company is in the process of completing the filing of the necessary applications with relevant
statutory and regulatory authorities for reflecting the change of name of the Company in each of the licenses,
as applicable, pursuant to conversion from a private limited company to a public limited company. The
Company will be taking the necessary steps to obtain the following approvals/licenses/permits in terms of
the Applicable Laws:

a. Labour Welfare Board

b. Nagar Palika Pithampur

c. Factory License

d. Labour License

e. Trade License (Nagar Nigam)

f. Three-Star Export House

g. Bureau of Indian Standards (BIS)

h. Any other approvals/licenses/permits as maybe required to be obtained by the Company under the
Applicable Laws.

2. Material approvals required but not applied for as on the date of Red Herring Prospectus

Nil

E. Material approvals in relation to material subsidiaries (as may be applicable to each material subsidiary):

Our Company has three Material Subsidiaries namely Shree Tirupati Balajee FIBC Limited, Honourable
Packaging Private Limited and Jagannath Plastics Private Limited.

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F. Tax related approvals

a. Permanent account number issued by the Income Tax Department under the Income Tax Act, 1961;

b. Tax deduction and collection account number issued by the Income Tax Department under the Income Tax
Act, 1961;

c. Goods and services tax registration issued by the Government of India under the Goods and Service Tax
Act, 2017;

d. Certificate of professional tax registration (for employers and for persons) issued under the Madhya Pradesh
Professional Tax Act, 1995.

G. Labour/employment related approvals

a. Registration certificate under the Employees’ Provident Funds and Miscellaneous Provisions Act, 1952,
issued by the Employees’ Provident Fund Organisation; and

b. Registration certificate under the Employees' State Insurance Act, 1948, issued by the Sub-Regional Office,
Employees’ State Insurance Corporation.

H. Environmental related approvals

a. Consent Order issued by the M.P. Pollution Control Board under the Water pollution control Act 1974 and/or
Air Pollution Control Act, 1981;

b. Certificate of ISO (Environmental Management System) issued for Manufacturer & Exporter of Flexible
Intermediate Bulk Containers (FIBC) Pp/Hdpe Woven Sacks & Fabrics.

I. Material Approvals in relation to the business and operations of our Material Subsidiary

i. Udyam registration certificate for registration as a as a micro, small or medium enterprise issued by Ministry
of Micro, Small& Medium Enterprises;

ii. Factory license issued by Additional Chief Inspector of Factories Madhya Pradesh, under the Factories
Act,1948;

iii. Importer exporter code issued by the Office of Joint Director General of Foreign Trade, Department of
Commerce, Ministry of Commerce & Industry under the Foreign Trade (Development and Regulation) Act,
1992;

iv. Certificate of Registration issued by Intertek, conducting an audit for the Scope of Activities to manufacture
FIBC bags used in food and non-food packaging;

v. License to Work a Factory issued by Assistant Development Commissioner for Development Commissioner
& Chief Inspector of Factories to M/s. Shree Tirupati Balajee FIBC Ltd. under Madhya Pradesh Factories
Rules 1962;

vi. Certificate of ISO (Quality Management System) issued for Manufacturer & Exporter of Flexiblle
Intermediate Bulk Containers (FIBC) Pp/Hdpe Woven Sacks & Fabrics;

vii. Certificate of ISO (Food Safety Management System) issued for Manufacturer & Exporter of Flexiblle
Intermediate Bulk Containers (FIBC) Pp/Hdpe Woven Sacks & Fabrics;

viii. Certificate of ISO (Occupational Health & Safety Management System) issued for Manufacturer & Exporter
of Flexible Intermediate Bulk Containers (FIBC) Pp/Hdpe Woven Sacks & Fabrics;

382
J. Material approvals for which fresh applications/renewal applications have been made

There are no material approvals for which fresh applications/renewal applications have been made by our
Material Subsidiaries.

K. Material approvals for which fresh applications/renewal applications are yet to be made

There are no material approvals for which fresh applications/renewal applications are yet to be made by our
Material Subsidiaries.

383
 OTHER REGULATORY AND STATUTORY DISCLOSURES

Authority for this Offer

Our Board has authorised the Offer, pursuant to a resolution dated February 08, 2024. Our Shareholders have approved the
Fresh Issue pursuant to a resolution dated March 06, 2024 in terms of Section 62(1) (c) of the Companies Act, 2013. Further,
our Board has taken on record the participation of the Selling Shareholder in the Offer for Sale pursuant to a resolution dated
February 08, 2024. Further, this Red Herring Prospectus has been approved by our Board pursuant to its resolution dated
August 31, 2024.

The Selling Shareholder has confirmed and authorized the transfer of Offered Shares pursuant to the Offer for Sale, as set out
below:

Sr. No. Name of the Selling Date of Consent Letter Aggregate amount of Maximum number of
Shareholder Offer for Sale (up to) in equity shares offered for
lakhs sale
1 Binod Kumar Agarwal February 08, 2024 [●] 56,90,000

The Selling Shareholder confirms that it is in compliance with Regulation 8 of the SEBI ICDR Regulations, and it has held its
respective portion of the Offered Shares for a period of at least one year prior to the date of filing of the Red Herring Prospectus.

Our Company has obtained in-principle approvals from the BSE and NSE for the listing of the Equity Shares pursuant to letters
dated June 18, 2024 and June 18, 2024, respectively.

a. Prohibition by SEBI or other authorities

Our Company, the Selling Shareholder, Promoter, members of the Promoter Group, Directors and person in control of the
promoter or Company are not prohibited from accessing the capital markets or debarred from buying, selling, or dealing
in securities under any order or direction passed by SEBI or any securities market regulator in any other jurisdiction or
any other authority/court.

Our Company, Selling Shareholder, Promoter or Directors have neither been declared as Willful Defaulters nor as
Fraudulent Borrowers by any bank or financial institution or consortium thereof in accordance with the guidelines on
willful defaulters or a fraudulent borrower issued by the RBI.

None of the companies with which our Promoter and Directors are associated with as promoter, directors or persons in
control have been debarred from accessing capital markets under any order or direction passed by SEBI or any other
authorities.

Our Promoter and our Directors have not been declared as Fugitive Economic Offenders under section 12 of Fugitive
Economic Offenders Act, 2018.

b. Compliance with the Companies (Significant Beneficial Owners) Rules, 2018

Our Company, Director, Promoter and members of the Promoter Group and the Selling Shareholder are in compliance
with the Companies (Significant Beneficial Owners) Rules, 2018, as amended, to the extent applicable to our Company and
the Equity Shares, as on the date of this Red Herring Prospectus.

c. Directors associated with securities market

None of our Directors are associated with the securities market related business, in any manner and there are no
outstanding actions initiated by SEBI in the last five years preceding the date of this Red Herring Prospectus against our
Directors.

384
 d. Eligibility for the Offer

Our Company is eligible for the Offer in accordance with Regulation 6(1) of the SEBI ICDR Regulations which states
the following:

a. Our Company has net tangible assets of at least ₹300 lakhs, calculated on a restated and consolidated basis, in each
of the preceding three full years (of 12 months each), of which not more than 50% are held in monetary assets.

b. Our Company has an average operating profit of at least ₹1,500 lakhs, calculated on a restated and consolidated
basis, during the preceding three years (of 12 months each), with operating profit in each of these preceding three
years;

c. Our Company has a net worth of at least ₹100 lakhs in each of the preceding three full years (of 12 months each),
calculated on a restated and consolidated basis; and

d. Our Company has not changed its name in the last one year.

Our Company’s operating profit, net worth and net tangible assets, monetary assets, monetary assets as a percentage of the net
tangible assets are derived from the Restated Consolidated Financial Information included in this Red Herring Prospectus as
at, and for the last three Fiscals are set forth below:
(₹ in lakhs except for percentages)
Particulars Fiscal 2024 Fiscal 2023 Fiscal 2022
Restated net tangible assets(1) 20,907.94 13,921.05 11,653.27
Restated monetary assets(2) 781.70 938.47 1,090.82
Monetary assets, as a percentage of net tangible
3.74% 6.74% 9.36%
assets (in %)
Restated pre-tax operating profit(3) 5,499.74 4,223.39 2,375.38
Net worth(4) 17,306.50 11,021.19 9,222.97
Notes:
(1) ‘Restated net tangible assets’ means sum of all net assets (arrived at by deducting non-current liabilities and current liabilities
from total assets) of the Company excluding intangible assets, and right to use assets, each on restated consolidated basis
and as defined in respective Indian Accounting Standard
(2) Restated monetary assets mean the sum of Cash on hand, balance with banks in current account, fixed deposit at banks with
maturity of less than 12 months on restated consolidated basis
(3) Restated operating profit has been calculated as restated net profit before tax excluding other income and finance cost on a
restated consolidated basis.
(4) Restated net worth has been defined as the aggregate of share capital and all reserves created out of the profits, securities
premium account and debit or credit balance of profit and loss account, after deducting the aggregate value of the
accumulated losses, deferred expenditure and miscellaneous expenditure not written off, on restated consolidated basis but
does not include reserves created out of revaluation of assets, write back of depreciation and amalgamation.

Our Company’s net tangible assets, monetary assets, monetary assets as a percentage of the net tangible assets, operating profits
and net worth, derived from the Restated Consolidated Financial Information included in this Red Herring Prospectus as at,
and for the Financial Years ended March 31, 2022, March 31, 2023, and March 31, 2024 are set forth below:

Further, in accordance with Regulation 49(1) of the SEBI ICDR Regulations, our Company shall ensure that the number of
Allottees under the Offer shall be not less than 1,000, failing which, the entire application money will be refunded forthwith, in
accordance with the SEBI ICDR Regulations and applicable law.

The status of compliance of our Company with the conditions as specified under Regulations 5 and 7(1) of the SEBI ICDR
Regulations are as follows:

1. Our Company, our Promoter, members of the Promoter Group, the Selling Shareholder and our Directors are not
debarred from accessing the capital markets by SEBI.

2. The companies with which our Promoter or our Directors are associated as a promoter or director are not debarred
from accessing the capital markets by SEBI;

3. Neither our Company, nor our Promoter, or Directors is a Wilful Defaulter or Fraudulent Borrower (as defined in

385
 the SEBI ICDR Regulations);

4. None of our Promoter and Directors have been declared as a fugitive economic offender under Section 12 of the
Fugitive Economic Offenders Act, 2018;

5. There are no convertible securities that are required to be converted on or before the filing this Red Herring
Prospectus;

6. Our Company has obtained NSE and BSE in-principle approval for listing of its securities and has chosen NSE as
the designated stock exchange;

7. Our Company has entered into tripartite agreements dated November 29, 2023 with NSDL and Registrar to the
Company and November 28, 2023 with CDSL and Registrar to the Company, for dematerialization of the Equity
Shares;

8. The Equity Shares of our Company held by the Promoter are in the dematerialized form;

9. Further, in accordance with Regulation 49(1) of the SEBI ICDR Regulations, our Company shall ensure that the
number of Allottees under the Offer shall be not less than 1,000, failing which, the entire application money will
be refunded to the Anchor Investors, or the application moneys are unblocked in the ASBA Accounts forthwith;
and

10. All the Equity Shares are fully paid-up and there are no partly paid-up Equity Shares as on the date of filing of this
Red Herring Prospectus.

11. There is no requirement for us to make firm arrangements of finance under Regulation 7(1)(e) of the SEBI ICDR
Regulations through verifiable means towards 75% of the stated means of finance.

Our Company shall not make an Allotment if the number or prospective allottees is less than 1,000 in accordance with
Regulation 49(1) of the SEBI ICDR Regulations.

Further, our Company confirms that it is in compliance with the conditions specified in Regulation 7(1) of the SEBI ICDR
Regulations, to the extent applicable, and will ensure compliance with the conditions specified in Regulation 7(2) of the SEBI
ICDR Regulations, to the extent applicable

The Selling Shareholder has confirmed that it has held its portion of offered shares for a period of at least one year prior to the
date of filing of this Red Herring Prospectus and that it isin compliance with Regulation 8 of the SEBI ICDR Regulations and
are eligible for being offered in the Offer for sale.

e. DISCLAIMER CLAUSE OF SEBI

IT IS TO BE DISTINCTLY UNDERSTOOD THAT SUBMISSION OF THIS RED HERRING PROSPECTUS

TO SEBI SHOULD NOT IN ANY WAY BE DEEMED OR CONSTRUED TO MEAN THAT THE SAME HAS
BEEN CLEARED OR APPROVED BY SEBI. SEBI DOES NOT TAKE ANY RESPONSIBILITY EITHER FOR
THE FINANCIAL SOUNDNESS OF ANY SCHEME OR THE PROJECT FOR WHICH THE OFFER IS
PROPOSED TO BE MADE OR FOR THE CORRECTNESS OF THE STATEMENTS MADE OR OPINIONS
EXPRESSED IN THIS RED HERRING PROSPECTUS. THE BOOK RUNNING LEAD MANAGERS, BEING
PNB INESTMENT SERVICES LIMITED AND UNISTONE CAPITAL PRIVATE LIMITED HAVE
CERTIFIED THAT THE DISCLOSURES MADE IN THIS RED HERRING PROSPECTUS ARE GENERALLY
ADEQUATE AND ARE IN CONFORMITY WITH THE SECURITIES AND EXCHANGE BOARD OF INDIA
(ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018, ASAMENDED. THIS
REQUIREMENT IS TO FACILITATE INVESTORS TO TAKE AN INFORMED DECISION FOR MAKING
AN INVESTMENT IN THE PROPOSED OFFER.

386
 IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE THE COMPANY IS PRIMARILY
RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT
INFORMATION IN THIS RED HERRING PROSPECTUS, THE SELLING SHAREHOLDER WILL BE
RESPONSIBLE ONLY FOR THE STATEMENTS CONFIRMED OR ONLY FOR HIS PORTION OF
OFFERED SHARES, THE BOOK RUNNING LEAD MANAGERS ARE EXPECTED TO EXERCISE DUE
DILIGENCE TO ENSURE THAT THE COMPANY AND SELIING SHAREHOLDER DISCHARGE THEIR
RESPONSIBILITIES ADEQUATELY IN THIS BEHALF AND TOWARDS THIS PURPOSE, THE BOOK
RUNNING LEAD MANAGERS HAVE FURNISHED TO SEBI, A DUE DILIGENCE CERTIFICATE DATED
MARCH 20, 2024, IN THE FORMAT PRESCRIBED UNDER SCHEDULE V(A) OF THE SECURITIES AND
EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS)
REGULATIONS, 2018, AS AMENDED.

THE FILING OF THIS RED HERRING PROSPECTUS DOES NOT, HOWEVER, ABSOLVE OUR COMPANY
FROM ANY LIABILITIES UNDER THE COMPANIES ACT, 2013, AS AMENDED OR FROM THE
REQUIREMENT OF OBTAINING SUCH STATUTORY OR OTHER CLEARANCES ASMAY BE REQUIRED
FOR THE PURPOSE OF THE PROPOSED ISSUE. SEBI FURTHER RESERVES THE RIGHT TO TAKE UP,
AT ANY POINT OF TIME, WITH THE BOOK RUNNING LEAD MANAGERS ANY IRREGULARITIES OR
LAPSES IN THIS RED HERRING PROSPECTUS.

All applicable legal requirements pertaining to the Offer will be complied with at the time of filing the Red Herring
Prospectus with the RoC in terms of Section 32 of the Companies Act. All applicable legal requirements pertaining to the
Offer will be complied with at the time of registration of the Prospectus with the RoC in terms of Sections 26, 30, 32,
33(1) and 33(2) of the Companies Act.

f. Disclaimer from our Company, the Selling Shareholder our Directors and the BRLMs’

Our Company, the Selling Shareholder, our Directors, the BRLMs’ accepts no responsibility for statements made
otherwise than those confirmed in this Red Herring Prospectus or in the advertisements or any other material issued by or at
our Company’s instance. Anyone placing reliance on any other source of information, including our Company’s website
www.tirupatibalajee.net or any website of any of the members of our Promoter Group or any affiliate of our Company, if
any, would be doing so at his or her or their own risk.

Unless required by law, the Selling Shareholder, and where applicable and their respective directors, affiliates, associates
and officers accept no responsibility for any statements and undertakings, except such statements and undertakings made
or confirmed by them in this Red Herring Prospectus specifically in relation to itself, and their respective Offered Shares,
are true and correct. The BRLMs’ accept no responsibility, save to the limited extent as provided in the Offer Agreement
and the Underwriting Agreement to be entered into between the Underwriters and our Company.

All information shall be made available by our Company, the Selling Shareholder and the BRLMs’ to the public and
investors at large and no selective or additional information would be available for a section of the investors in any manner
whatsoever, including at road show presentations, in research or sales reports, at Bidding centres or elsewhere. Investors
who Bid in the Offer will be required to confirm and will be deemed to have represented to our Company, the Selling
Shareholder, BRLMs’ and their respective directors, officers, agents, affiliates, and representatives that they are eligible
under all applicable laws, rules, regulations, guidelines and approvals to acquire the Equity Shares and will not issue, sell,
pledge, or transfer the Equity Shares to any person who is not eligible under any applicable laws, rules, regulations,
guidelines and approvals to acquire the Equity Shares. Our Company, the Selling Shareholder, Underwriters and their
respective directors, officers, agents, affiliates, and representatives accept no responsibility or liability for advising any
investor on whether such investor is eligible to acquire the Equity Shares.

The BRLMs’ and their respective associates and affiliates in their capacity as principals or agents may engage in
transactions with, and perform services for, our Company, the Selling Shareholder and their respective group companies,
directors and officers, affiliates or associates or third parties in the ordinary course of business and have engaged, or may
in the future engage, in commercial banking and investment banking transactions with our Company and their respective
group companies, directors and officers, affiliates or associates or third parties, forwhich they have received, and may in
the future receive, compensation. As used herein, the term ‘affiliate’ means any person or entity that controls or is
controlled by or is under common control with another person or entity.

387
g. Disclaimer in respect of Jurisdiction

This Offer is being made in India to persons resident in India (including Indian nationals resident in India who arecompetent
to contract under the Indian Contract Act, 1872, as amended, HUFs, companies, corporate bodies and societies registered
under the applicable laws in India and authorized to invest in equity shares, domestic Mutual Funds registered with SEBI,
Indian financial institutions, commercial banks, regional rural banks, co-operative banks (subject to permission from
RBI), systemically important NBFCs or trusts under applicable trust law and who are authorized under their respective
constitutions to hold and invest in shares, public financial institutions as specified in Section 2(72) of the Companies Act,
2013, multilateral and bilateral development financial institutions, state industrial development corporations, insurance
companies registered with IRDAI, provident funds (subject to applicable law) and pension funds, National Investment
Fund, insurance funds set up and managed by army, navy or air force of Union of India, insurance funds set up and
managed by the Department ofPosts, GoI, NBFC-SIs and permitted Non-Residents including FPIs and Eligible NRIs,
AIFs, FVCIs, and other eligible foreign investors, if any, provided that they are eligible under all applicable laws and
regulations to purchase the Equity Shares. Any dispute arising out of this Offer will be subject to the jurisdiction of
appropriate court(s) at Mumbai, Maharastra, India only.

This Red Herring Prospectus does not constitute an invitation to subscribe to the Equity Shares in the Offer in any
jurisdiction, including India. Invitations to subscribe to the Equity Shares in the Offer will be made only pursuant to the
Red Herring Prospectus if the recipient is in India or the preliminary offering memorandum for the Offer, which comprises
the Red Herring Prospectus and the preliminary international wrap for the Offer, if the recipient is outside India except
the United States of America. Any person into whose possession the Red Herring Prospectus comes is required to inform
himself or herself about, and to observe, any such restrictions.

No action has been, or will be, taken to permit a public offering in any jurisdiction where action would be requiredfor that
purpose, except that this Red Herring Prospectus has been filed with SEBI for its observations. Accordingly, the Equity
Shares represented hereby may not be offered or sold, directly or indirectly, and this Red Herring Prospectus may not be
distributed in any jurisdiction, except in accordance with the legal requirements applicable in such jurisdiction. The
delivery of this Red Herring Prospectus shall not under any circumstances, create any implication that there has been no
change inthe affairs of our Company and the Selling Shareholder from the date hereof or that the information contained
herein is correct as of any time subsequent to this date. Bidders are advised to ensure that any Bid from them doesnot
exceed investment limits or maximum number of Equity Shares that can be held by them under applicable law.

No person outside India is eligible to bid for Equity Shares in the Offer unless that person has received thepreliminary
offering memorandum for the Offer, which contains the selling restrictions for the Offer outside India.

h. Eligibility and Transfer Restrictions

The Equity Shares offered in the Offer have not been and will not be registered under the U.S. Securities Act or any state
securities laws in the United States, and unless so registered, may not be offered or sold within the United States, except
pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act
and in accordance with any applicable U.S. state securities laws.
Accordingly, the Equity Shares are being offered and sold outside the United States in ‘offshore transactions’ in
reliance on Regulation S under the U.S. Securities Act and the applicable laws of the jurisdictions where such
offers and sales are made.
The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other jurisdiction outside
India and may not be offered or sold, and Bids may not be made by persons in any suchjurisdiction, except in compliance
with the applicable laws of such jurisdiction.
Bidders are advised to ensure that any Bid from them does not exceed investment limits or the maximum number
of Equity Shares that can be held by them under applicable law. Further, each Bidder where required must
agree in the Allotment Advice that such Bidder will not sell or transfer any Equity Sharesor any economic interest
therein, including any off-shore derivative instruments, such as participatory notes, issued against the Equity
Shares or any similar security, other than in accordance with applicablelaws.

i. Disclaimer Clause of BSE

As required, a copy of the Draft Red Herring Prospectus has been submitted to BSE. BSE has given vide its letter Ref.:
LO/IPO/CG/IP/64/2024-25 dated June 18, 2024, permission to the Issuer to use the Exchange’s name in this Offer
Document as one of the Stock Exchanges on which this Issuer’s securities are proposed to be listed. The disclaimer clause
388
as intimated by BSE to our Company, post scrutiny of the Draft Red Herring Prospectus, by way of its in-principal
approval dated June 18, 2024 is as under: “BSE Limited (“the Exchange”) has given vide its letter dated June 18, 2024,
permission to this Company to use the Exchange’s name in this offer document as one of the stock exchanges on which
this company’s securities are proposed to be listed. The Exchange has scrutinized this offer document for its limited
internal purpose of deciding on the matter of granting the aforesaid permission to this Company. The Exchange
does not in any manner: -a) warrant, certify or endorse the correctness or completeness of any of the contents of
this offer document; or b) warrant that this Company’s securities will be listed or will continue to be listed on the
Exchange; or c) take any responsibility for the financial or other soundness of this Company, its promoters, its
management or any scheme or project of this Company and it should not for any reason be deemed or construed that
this offer document has been cleared or approved by the Exchange. Every person who desires to apply for or otherwise
acquires any securities of this Company may do so pursuant to independent inquiry, investigation and analysis and shall
not have any claim against the Exchange whatsoever by reason of any loss which may besuffered by such person
consequent to or in connection with such subscription/acquisition whether by reason of anything stated or omitted to be
stated herein or for any other reason whatsoever.”

j. Disclaimer Clause of NSE.

“As required, a copy of this Offer Document has been submitted to National Stock Exchange of India Limited (hereinafter
referred to as NSE). NSE has given vide its letter Ref.: NSE/LIST/3655 dated June 18, 2024, permission to the Issuer to
use the Exchange’s name in this Offer Document as one of the Stock Exchanges on which this Issuer’s securities are
proposed to be listed. The Exchange has scrutinized this draft offer document for its limited internal purpose of deciding
on the matter of granting the aforesaid permission to this Issuer. It is to be distinctly understood that the aforesaid
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 in any manner warrant, certify or endorse the correctness or completeness of any of the
contents of this offer document; nor does it warrant that this Issuer’s securities will be listed or will continue to be listed
on the Exchange; nor does it take any responsibility for the financial or other soundness of this Issuer, its promoters, its
management or any scheme or project of this Issuer. Continuation Sheet Ref.: NSE/LIST/3655 June 18, 2024 Every
person who desires to apply for or otherwise acquire any securities of this Issuer may do so pursuant to independent
inquiry, investigation and analysis and shall not have any claim against the Exchange whatsoever by reason of any loss
which may be suffered by such person consequent to or in connection with such subscription /acquisition whether by
reason of anything stated or omitted to be stated herein or any other reason whatsoever.” The Exchange has scrutinized
this draft offer document for its limited internal purpose of deciding on the matter of granting the aforesaid permission to
this Issuer. It is to be distinctly understood that the aforesaid 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 in any manner warrant,
certify or endorse the correctness or completeness of any of the contents of this offer document; nor does it warrant that
this Issuer’s securities will be listed or will continue to be listed on the Exchange; nor does it take any responsibility
for the financial or other soundness of this Issuer, its promoters, its management or any scheme or project of this
Issuer.Every person who desires to apply for or otherwise acquire any securities of this Issuer may do so pursuant to
independent inquiry, investigation and analysis and shall not have any claim against the Exchange whatsoever by
reason of any loss which may be suffered by such person consequent to or in connection with suchsubscription/acquisition
whether by reason of anything stated or omitted to be stated herein or any other reason whatsoever.”

If the permissions to deal in, and for an official quotation of, the Equity Shares are not granted by any of the Stock
Exchanges mentioned above, our Company will forthwith repay, without interest, all monies received from the applicants
in pursuance of the Red Herring Prospectus, in accordance with applicable law. The Selling Shareholder shall to the extent
of his portion of the Offered Shares, be responsible to pay, or reimburse, as the case may be, in the proportion that the
size of his portion of Offered Shares in the Offer for Sale bears to the total size of the Offer, any interest for such delays
in making refunds only in the event any delay in making such refund is caused solely by, and is directly attributable to an
act or omission of the Selling Shareholder and in such cases where any delay is not attributable to Selling Shareholder,
and the Company shall solely be responsible to pay such interest in the manner agreed under the Offer Agreement.

Our Company shall ensure that all steps for the completion of the necessary formalities for listing and commencement of
trading of the Equity Shares at the Stock Exchanges are taken within such time prescribed by SEBI. The Selling
Shareholder confirms that he shall extend complete co-operation required by our Company and the BRLMs for the
completion of the necessary formalities for listing and commencement of trading of the Equity Shares at the Stock
Exchanges within such other period as may be prescribed. If our Company does not Allot the Equity Shares within such
timeline as prescribed by SEBI, all amounts received in the Public Offer Accounts will be transferred to the Refund
Account and it shall be utilised to repay, without interest, all monies received from Bidders, failing which interest shall
be due to be paid to the Bidders at the rate of 15% per annum for the delayed period, subject to applicable law. For the
389
 avoidance of doubt, subject to applicable law, no Selling Shareholder shall be responsible to pay interest for any such
delay, except to the extent such delay is caused solely by, and is directly attributable to, an act or omission of Selling
Shareholder and in all other cases where the delay is not caused by and is not directly attributable to Selling Shareholder,
the Company shall solely be responsible to pay such interest.

k. Consents

Consents in writing of (a) the Selling Shareholder, our Directors, Company Secretary and Compliance Officer, Chief
Financial Officer, Statutory Auditor, the BRLMs’, legal counsel, bankers/ lenders to our Company, the Registrar to the
Offer, CARE Analytics and Advisory Private Limited and Expert(s) in their respective capacities have been obtained;
and consents in writing of (b) the Syndicate Members, the Banker(s) to the Offer and the Monitoring Agency to act in
their respective capacities, will be obtained and filed along with a copy of the Red Herring Prospectus with the RoC as
required under Sections 26 and 32 of the Companies Act, 2013. Further, consents received prior to filing of this Red
Herring Prospectus have not been withdrawn up to the time of delivery of this Red Herring Prospectus with SEBI.

l. Expert to the Offer

Except as stated herein, our Company has not obtained any expert opinions.
Our Company has received written consent dated December 14, 2023 from M. S. Dahiya & Co., Chartered Accountants,
to include their name as required under section 26 (1) of the Companies Act, 2013 read with SEBI ICDR Regulations, in
this Red Herring Prospectus and as an “expert” as defined under section 2(38) of the Companies Act, 2013 to the extent
and in their capacity as our Statutory Auditor, and in respect of their (i) examination report, dated July 19, 2024 on our
Restated Consolidated Financial Statements; and (ii) their report dated July 23, 2024 on the Statement on Possible Special
Tax Benefits available to the Company and its equity shareholders under the direct and indirect tax laws, in this Red
Herring Prospectus and such consent has not been withdrawn as on the date of this Red Herring Prospectus.

Our Company has received written consent dated December 14, 2023 from M. S. Dahiya & Co., Chartered Accountants,
to include their name as required under Section 26(5) of the Companies Act, 2013 read with SEBI ICDR Regulations in
this Red Herring Prospectus and as an ‘expert’ as defined under Section 2(38) of Companies Act, 2013, in respect of
certificate on funding incremental working capital requirements of the Company and Subsidiaries issued by them in their
capacity as an independent chartered accountant to our Company.

Our Company has received written consent dated February 29, 2024, from Mr. Akhilesh Pandit, Independent Chartered
Engineer, to include their name as required under Section 26 of the Companies Act, 2013 read with SEBI ICDR
Regulations, in this Red Herring Prospectus, and as an “expert” as defined under section 2(38) of the Companies Act,
2013 to the extent and in his capacity as the Independent Chartered Engineer, and such consent has not been withdrawn
as on the date of this Red Herring Prospectus.

Such consents have not been withdrawn as on the date of this RHP. However, the term “expert” and the consent thereof
shall not be construed to mean an “expert” or consent within the meaning as defined under the U.S. Securities Act.

m. Public or rights issues by our Company during the last five years and performance vis-à-vis objects – our Company
Our Company has not made any public or rights issue during the five years immediately preceding the date of this Red
Herring Prospectus.

n. Commission and brokerage paid on previous issues in the last five years
Since this is an initial public offer of Equity Shares, no sum has been paid or has been payable as commission or brokerage
for subscribing to or procuring or agreeing to procure subscription for any of the Equity Shares since our Company’s
incorporation.

o. Capital issue by our Company, listed group companies, subsidiaries and associates during the previous three years
Our Company does not have any listed group companies and listed associates. Our Company has a listed subsidiary;
however, the issue was not carried out in the previous three years
390
p. Performance vis-à-vis objects - Public/ rights issue of our Company
Except as disclosed in the section entitled “Capital Structure” on page 92, our Company has not undertaken any public,
including any rights issues to the public in the five years immediately preceding the date of this Red Herring Prospectus

q. Performance vis-à-vis objects – Last issue of the listed subsidiaries and listed promoter

As on the date of this Red Herring Prospectus, our Company has one listed subsidiary namely Shree Tirupati Balajee
FIBC Limited. However, the issue was carried out in 2017, which is prior to the preceding five years. Our Company does
not have any listed corporate promoter.

r. Price information of past issues handled by the BRLMs’ (during the current financial year and the two financial
years preceding the current financial year)
• PNB INVESTMENT SERVICES LIMITED
1. Price information of past issues handled by PNB Investment Services Limited:
+/-% change in
+/-% change in +/-% change in
closing price,[+/-
closing price,[+/- % closing price,[+/- %
% change in
Offer Opening change in closing change in closing
Sr. No. Issue Name closing
price price benchmark]- 90th benchmark]- 180th
benchmark]- 30th
calendar days from calendar days from
calendar days
listing listing
from listing

1 Pyramid Technoplast Ltd 166 185 -7.14% [1.93%] 17.21% [2.34%] -1.31% [14.84%]

Notes:
a. Data is sourced either from www.nseindia.com or www.bseindia.com, as per the designated stock exchange disclosed by
the respective Issuer Company
b. Wherever 30th/ 90th/ 180th calendar day from listing day is a holiday, the closing data of the previous trading day has
been considered.
c. Similarly, benchmark index considered is “NIFTY 50” where NSE is the designated stock exchange and “S&P BSE SENSEX”
where BSE is the designated stock exchange,as disclosed by the respective Issuer Company

Summary statement of price information of past public issues handled by PNB Investment Services Limited

Nos of IPOs trading Nos of IPOs trading Nos of IPOs trading at

Nos of IPOs trading at
at discount on 30th at premium on 30th discount on 180th
premium on 180th Calendar
Total Calendar day from Calendar day from Calendar day from
Total day from listing date
Financial funds listing date listing date listing date
no. of
year Raised
IPO*
(₹ Cr) Less Less Less
Over Between Over Between Over Between Over Between Less Than
than than than
50% 25-50% 50% 25-50% 50% 25-50% 50% 25-50% 25%
25% 25% 25%

Main Board

FY 2023-24 1 153.05 - - 1 - - - - - 1 - - 1

• UNISTONE CAPITAL PRIVATE LIMITED

Sr. Issue Issue Size Offer Listing date Openin +/-% change in +/-% change in +/- % change in
No. Name (in Lakhs) price g closing price, [+/- closing price, [+/- closing price,
price on % change in % change in [+/- % change in
listing closing closing closing
date benchmark] - 30th benchmark] - 90th benchmark] -
calendar days calendar days 180th calendar
from listing from listing days from listing

Main Board
1 Ratnaveer September 11, 16.63% 19.90% -0.16%
1,650.32 98 123.20
Precision 2023 [-0.93%] [4.87%] [11.68%]

391
 Sr. Issue Issue Size Offer Listing date Openin +/-% change in +/-% change in +/- % change in
No. Name (in Lakhs) price g closing price, [+/- closing price, [+/- closing price,
price on % change in % change in [+/- % change in
listing closing closing closing
date benchmark] - 30th benchmark] - 90th benchmark] -
calendar days calendar days 180th calendar
from listing from listing days from listing

Engineerin
g Limited
2 Valiant
October 03, 44.25% 23.71% 4.21%
Laboratori 1,524.60 140 162.15
2023 [-2.07%] [11.28%] [14.33%]
es Limited
3 BLS E February 06,
5.36% 122.15% 64.86%
Services 3,092.93 135 2024 305.00
[2.57%] [2.49%] [12.71%]
Limited
4 Platinum
February 27, 2.05% 23.30% 150.64%
Industries 2,353.17 171 225.00
2024 [-0.34%] [0.93%] [11.82%]
Limited
5 Saraswati
Saree August 20,
1,600.13 160 194.00 - - -
Depot 2024
Limited
SME Platform
1 Sahana
June 12, 8.22% 97.67% 321.67%
System 327.38 135 163
2023 [4.21%] [6.55%] [12.73%]
Limited
2 Sangani
August 17, -4.55% -1.25% 7.87%
Hospitals 151.68 40 44
2023 [4.27%] [1.60%] [12.28%]
Limited
3 Mono
September 7, 40.18% 69.82% 103.45%
Pharmacar 148.40 28 29
2023 [-0.37%] [4.87%] [13.33%]
e Limited
4 Unihealth
September 4.84% -2.92% -3.70%
Consultan 565.49 132 135
21, 2023 [-1.02%] [8.67%] [10.51%]
cy Limited
5 Manglam
Infra & July 31, 20.54%
276.19 56 106.40 - -
Engineerin 2024 [1.14%]
g Limited
Source: www.nseindia.com
(1) NSE as Designated Stock Exchange.
Notes:
• Issue size derived from Prospectus/final post issue reports, as available.
• The CNX NIFTY is considered as the Benchmark Index as per the Designated Stock Exchange disclosed by the respective Issuer at the
time of the issue, as applicable.
• Price on NSE is considered for all of the above calculations as per the Designated Stock Exchange disclosed by the respective Issuer at
the time of the issue, as applicable.
• In case 30th/90th/180th day is not a trading day, closing price of the previous trading day has been considered.
• Since 30 calendar days, 90 calendar days and 180 calendar days, as applicable, from listing date has not elapsed for few of the above
issues, data for same is not available.
Summary statement of price information of past public issues handled by Unistone Capital Private Limited

Financial Total Total Nos of IPOs trading at Nos of IPOs trading at Nos of IPOs trading at Nos of IPOs trading at
year no. of funds discount on 30th premium on 30th discount on 180th premium on 180th
IPO* Raised Calendar day from Calendar day from Calendar day from Calendar day from
(₹ Cr) listing date listing date listing date listing date
Over Between Less Over Betwee Less Over Between Less Over Between Less
50% 25-50% than 50% n 25- than 50% 25-50% than 50% 25-50% Than
25% 50% 25% 25% 25%
Main Board
FY 2022-
1 154.39 - - - - 1 - - - 1 - - -
23
FY 2023-
4 862.10 - - - 1 1 2 - - 2 - - -
24
FY 2023-
- 160.01 - - - - - - - - - - - -
24
SME Platform
FY 2022-
2 56.52 - - 1 - - 1 - - 2 - - -
23

392
 Financial Total Total Nos of IPOs trading at Nos of IPOs trading at Nos of IPOs trading at Nos of IPOs trading at
year no. of funds discount on 30th premium on 30th discount on 180th premium on 180th
IPO* Raised Calendar day from Calendar day from Calendar day from Calendar day from
(₹ Cr) listing date listing date listing date listing date
Over Between Less Over Betwee Less Over Between Less Over Between Less
50% 25-50% than 50% n 25- than 50% 25-50% than 50% 25-50% Than
25% 50% 25% 25% 25%
FY 2023-
5 169.26 - - 1 - 2 2 - - 1 2 - 2
24
FY 2024-
1 27.69 - - - - - 1 - - - - - -
25

s. Track record of past issues handled by the BRLMs’

For details regarding the track record of the BRLMs’, as specified in circular reference CIR/MIRSD/1/2012 dated January
10, 2012 issued by SEBI, please see the website of the BRLMs [https://www.sebi.gov.in/legal/circulars/jan-
2012/disclosure-of-track-record-of-the-public-issues-managed-by-merchant-bankers_21940.html] i.e. www.pnbisl.com
and www.unistonecapital.com respectively.

t. Stock Market Data of Equity Shares

This being an initial public offer of our Company, the Equity Shares are not listed on any stock exchange and accordingly,
no stock market data is available for the Equity Shares.

u. Mechanism for Redressal of Investor Grievances

The agreement between the Registrar to the Offer, our Company and the Selling Shareholder provides for retention of
records with the Registrar to the Offer for a period not less than eight years after completion of the Offer enable the investors
to approach the Registrar to the Offer for redressal of their grievances. All grievances other than of Anchor Investors in
relation to the Bidding process may be addressed to the Registrar to the Offer with a copy to the relevant Designated
Intermediary to whom the Bid cum Application Form was submitted. The Bidder should give full details such as name of
the sole or First Bidder, Bid cum Application Formnumber, Bidder DP ID, Client ID, UPI ID (for UPI Bidders who make
the payment of Bid Amount through the UPI Mechanism), PAN, date of the submission of Bid cum Application Form,
address of the Bidder, number of the Equity Shares applied for and the name and address of the Designated Intermediary
where the Bid cum Application Form was submitted by the Bidder. Anchor Investors are required to address all grievances
in relation to the Offer to the BRLMs’. Further, the Bidder shall also enclose a copy of the Acknowledgment Slip duly
received from the concerned Designated Intermediary in addition to the information mentioned hereinabove. For Offer
related grievance, investors may contact Book Running Lead Managers, details of which are given in “General
Information” on page 82. The Registrar to the Offer shall obtain the required information from the SCSBs for addressing
any clarifications or grievances of ASBA Bidders. Our Company, the BRLMs and the Registrar to the Offer accept no
responsibility for errors, omissions, commission or any acts of SCSBs including any defaults in complying with their
obligations under applicable SEBI ICDR Regulations. Investors can contact the Compliance Officer or the Registrar to
the Offer in case of any pre-Offer or post-Offer related problems such as non-receipt of letters of Allotment, non-credit of
allotted Equity Shares in the respectivebeneficiary account, non-receipt of refund intimations and non-receipt of funds by
electronic mode. In terms of SEBI circular SEBI/HO/CFD/DIL2/CIR/P/2018/22 dated February 15, 2018, SEBI circular
SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 and the SEBI circular bearing number
SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021, SEBI Circular No:SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated
April 20, 2022 , SEBI circular no SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022, the SEBI Master Circular
for Issue of Capital and Disclosure Requirements and the SEBI master circular no. SEBI/HO/CFD/PoD-
2/P/CIR/2023/00094 dated June 21, 2023 and subject to any applicable law, any ASBA Bidder whose Bid has not been
considered for Allotment, due to failure on the part of any SCSB, shall have the option to seek redressal of the same by
the concerned SCSB within three months of the date of listing of the Equity Shares. SCSBs are required to resolve these
complaints within 15 days, failing which the concerned SCSB would have to pay interest at the rate of 15%per annum for
any delay beyond this period of 15 days. Further, the investors shall be compensated by the SCSBs in accordance with
SEBI circular SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 in the events of delayed unblock for
cancelled/ withdrawn/ deleted applications, blocking of multiple amounts for the same UPI application, blocking of more
amount than the application amount, delayed unblocking of amounts for non- allotted/partially-allotted applications, for
the stipulated period. In an event there is a delay in redressal of the investor grievance in relation to unblocking of amounts,
the Book Running Lead Managers shall compensate the investors at the rate higher of ₹ 100 or 15% per annum of the
393
 application amount for the period of such delay. Further, in terms of SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022, the payment of processing fees to the SCSBs shall be
undertaken pursuant to an application made by the SCSBs to the BRLMs, and such application shall be made only after
(i) unblocking of application amounts for each application received by the SCSB has been fully completed, and (ii)
applicable compensation relating to investor complaints has been paid by the SCSB. Separately, pursuant to the SEBI
circular SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, following compensation mechanism has
become applicable for investor grievances in relation to Bids made through the UPI Mechanism for public issues opening
on or after May 1, 2021, for which the relevant SCSBs shall be liable to compensate the investor:
Scenario Compensation amount Compensation period
Delayed unblock for cancelled ₹100 per day or 15% per annum of the Bid From the date on which the request
/ withdrawn / deleted Amount, whichever is higher for cancellation / withdrawal /
applications deletion is placed on the bidding
platform of the Stock Exchanges till
the date of actual unblock
Blocking of multiple amounts 1. Instantly revoke the blocked funds other than From the date on which multiple
for the same Bid made through the original application amount and amounts were blocked till the date of
the UPI Mechanism 2. ₹100 per day or 15% per annum of the total actual unblock
cumulative blocked amount except the original
Bid Amount, whichever is higher
Blocking more amount than the 1. Instantly revoke the difference amount, i.e., From the date on which the funds to
Bid Amount the blocked amount less the Bid Amount and the excess of the Bid Amount were
2. ₹100 per day or 15% per annum of the blocked till the date of actual
difference amount, whichever is higher unblock
Delayed unblock for non – ₹100 per day or 15% per annum of the Bid From the Working Day subsequent
Allotted / partially Allotted Amount, whichever is higher to the finalization of the Basis of
applications Allotment till the date of actual
unblock

Further, in the event there are any delays in resolving the investor grievance beyond the date of receipt of the complaint
from the investor, for each day delayed, the Book Running Lead Managers shall be liable to compensate the investor ₹100
per day or 15% per annum of the Bid Amount, whichever is higher. The compensation shall be payable for the period
ranging from the day on which the investor grievance is received till the date of actual unblock.

v. Disposal of Investor Grievances by our Company

The Company has obtained authentication on the SCORES and shall comply with the SEBI circular no.
CIR/OIAE/1/2013 dated April 17, 2013, read with SEBI circular bearing numberSEBI/HO/OIAE/IGRD/CIR/P/2021/642
dated October 14, 2021, SEBI circular bearing number SEBI/HO/OIAE/IGRD/P/CIR/2022/0150 dated November 7,
2022, and shall comply with SEBI circular bearing number CIR/OIAE/1/2014 dated December 18, 2014, in relation to
redressal of investor grievances through SCORES.

Our Company estimates that the average time required by our Company or the Registrar to the Offer or the relevant
Designated Intermediary, for the redressal of routine investor grievances shall be 10 Working Days from the dateof receipt
of the complaint. In case of non-routine complaints and complaints where external agencies are involved, our Company
will seek to redress these complaints as expeditiously as possible. Our Company has constituted a Stakeholders’
Relationship Committee which is responsible for redressal of grievances of security holders of our Company. For details,
see “Our Management” on page 231. Our Company has appointed Rishika Singhai as our Company Secretary and
Compliance Officer for the Company,who may be contacted in case of any pre-Offer or post-Offer related grievances. Her
contact details are as follows:
• Company Secretary and Compliance Officer
Rishika Singhai
E-34, HIG, Ravi Shankar Nagar,
Near LIG Square, Indore-452010,
Madhya Pradesh, India.
Telephone: 0731-4217400
Email: info@tirupatibalajee.net

394
 Our Company has not received any investor complaint during the three years preceding the date of this Red Herring
Prospectus. Further, no investor complaint in relation to our Company is pending as on the date of this Red Herring
Prospectus.

Number of investor complaints pending in respect of listed group companies

As on the date of this Red Herring Prospectus, there are no listed group companies.

Disposal of investor grievances by our listed subsidiary

Our listed subsidiary has not received any investor complaint during the three years preceding the date of this Red Herring
Prospectus. Further, no investor complaint in relation to our listed subsidiary is pending as on the date of this Red Herring
Prospectus. Our listed subsidiary estimates that the average time required by our listed subsidiary, for the redressal of routine
investor grievances is 10 Working Days from the dateof receipt of the complaint. In case of non-routine complaints and
complaints where external agencies are involved, our listed subsidiary seeks to redress these complaints as expeditiously
as possible.

w. Exemption from complying with any provisions of securities laws, if any, granted by SEBI
As on the date of this Red Herring Prospectus, our Company has not been granted by SEBI any exemption from complying
with any provisions of securities laws other than as stated below. We had made an exemption application dated June 29,
2024 to SEBI for relaxation in terms of Regulation 300(1)(c) of the SEBI ICDR Regulations from disclosing Mr. Bijay
Kumar Khairati Agarwala and his Connected Entities as a member of the Promoter Group of our Company in the Offer
Documents in accordance with SEBI ICDR Regulations. (“Exemption Application”). Pursuant to SEBI vide Letter
SEBI/HO/CFD/RAC-DIL2/P/OW/2024/22720/1 dated July 10, 2024, SEBI has rejected the Exemption Application on
the grounds that apart from the existence of family dispute there is no other ground for seeking exemption and the same
does not qualify for exemption under Regulation 300 of the SEBI ICDR Regulations. SEBI has further directed to classify
and disclose Mr. Bijay Kumar Khairati Agarwala and entities associated with him as a part of the promoter group and
inform them of such inclusion, disclose the inability to obtain information about entities belonging to the said relative of
the promoter in the offer document, to incorporate an appropriate risk factor disclosing the same.

395
 SECTION VII - OFFER INFORMATION
TERMS OF THE OFFER

The Equity Shares being issued and allotted pursuant to this Offer shall be subject to the provisions of the Companies Act,
2013, SEBI ICDR Regulations, 2018, the SCRR, the SCRA, the Memorandum and Articles of Association of the Company,
the SEBI Listing Regulations, the terms of the Prospectus, Red Herring Prospectus, Abridged Prospectus, Bid cum Application
Form, the Revision Form, CAN/Allotment Advice and other documents/certificates that may be executed in respect of the
Issue. The Equity Shares shall also be subject to laws, as applicable, guidelines, rules, notifications and regulations relating to
the issue of capital and listing and trading of securities issued from time to time by SEBI, the Government of India, the Stock
Exchanges, the RBI, ROC and/or other authorities, as in force on the date of the Offer and to the extent applicable or such other
conditions as may be prescribed by SEBI, the RBI, the Government of India, the Stock Exchanges, the ROC and any other
authorities while granting their approval for the Offer. SEBI has notified the SEBI Listing Regulations on September 2, 2015,
which among other things governs the obligations applicable to a listed company.

Please note that, in terms of SEBI Circular No. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015, all the investors
applying in a public issue shall use only Application Supported by Blocked Amount (ASBA) facility for making payment. In
addition to the aforesaid, SEBI has vide circular no. SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 1, 2018 also
introduced UPI mechanism for RIIs as an alternate proposed mechanism.

A. RANKING OF EQUITY SHARES AND MODE OF PAYMENT OF DIVIDEND

1. The Equity Shares being issued/allotted in the Offer shall be subject to the provisions of the Companies Act, 2013,
SEBI ICDR Regulations, SEBI Listing Regulations, SCRA, SCRR and the Memorandum and Articles of
Association and shall rank pari-passu with the existing Equity Shares of our Company including rights in respect
of right to receive dividend, voting and other corporate benefits, if any, declared by our Company after the date of
Allotment.

2. Our Company will pay dividend, if declared, to the shareholders of our Company, as per the provisions of the
Companies Act 2013, the SEBI LODR Regulations, the Memorandum of Association and the Articles of
Association and any other guidelines or directions which may be issued by the Government in this regard.
Dividends, if any, declared by our Company after the date of Allotment (pursuant to the transfer of Equity Shares
from the Offer for Sale), will be payable to the Bidders who have been Allotted Equity Shares in the Offer, for the
entire year, in accordance with applicable laws. For more information, please refer to “Dividend Policy” and
“Description of Equity Shares and Terms of the Articles of Association” on pages 254 and 429, respectively.

B. FACE VALUE, OFFER PRICE, FLOOR PRICE AND PRICE BAND

1. The face value of the Equity Shares is Rs. 10/- (Rupees Ten only) each and the Offer Price at the lower end of
Price Band is Rs. [●]/- (Rupees [●]only) per Equity Share and at the higher end of the Price Band is Rs. [●]/-
(Rupees [●]only) per Equity Share. The Anchor Investor Offer Price is Rs. [●]/- (Rupees [●] only) per Equity
Shares.

2. The Price Band for the Offer will be decided by our Company in consultation with the BRLMs and advertised
in: (i) all editions of Financial Express an English national daily newspaper; (ii) all editions of Jansatta Hindi
national daily newspaper; and (iii) edition of Peoples Samachar, a regional daily newspaper, each with wide
circulation where registered office of the Company is located, at least 2 (two) Working Days prior to the Bid/Offer
Opening Date and shall be made available to the Stock Exchanges for the purpose of uploading the same on their
websites.

3. The said advertisement shall contain relevant financial ratios calculated at the Floor Price and at the Cap Price of
the Price Band and also a statement drawing attention of the Investors to the section titled “basis of offer price” of
the offer document. The Price Band, along with the relevant financial ratios calculated at the Floor Price and at the
Cap Price, shall be disclosed on the websites of the Stock Exchanges and shall also be prefilled in the Bid cum
Application Forms to be made available on the websites of the Stock Exchanges. At any given point of time, there
shall be only one denomination for the Equity Shares.

396
C. RIGHTS OF THE EQUITY SHAREHOLDERS

1. Subject to applicable laws, rules, regulations and guidelines and the Articles of Association, the equity
shareholders shall have the following rights:

(a) Right to receive dividend, if declared;

(b) Right to attend general meetings and exercise voting rights, unless prohibited by law;
(c) Right to vote on a poll either in person or by proxy in accordance with the provisions of the Companies
Act, 2013;
(d) Right of free transferability, subject to applicable laws;
(e) Right to receive surplus on liquidation, subject to any statutory and preferential claim being satisfied and
(f) Such other rights, as may be available to a shareholder of a listed public limited company under the
Companies Act, 2013 Act, the terms of the SEBI Listing Regulations and Articles of Association of our
Company.

2. For a detailed description of the main provisions of the Articles of Association relating to voting rights, dividend,
forfeiture and lien, transfer, transmission and / or consolidation / splitting, please refer to the Chapter titled “Main
Provisions of The Articles Of Association” be on page no. 429 of this Red Herring Prospectus.

D. MARKET LOT AND TRADING LOT

1. Since trading of the Equity Shares is in dematerialized form, the tradable lot is [●] ([●]) Equity Share. Allotment
in the Offer will be only in electronic form in multiples of [●] ([●]) Equity Share subject to a minimum Allotment
of [●] ([●]) Equity Shares. Allotment in this Offer will be only in electronic form in multiples of [●] Equity Share
subject to a minimum Allotment of [●] Equity Shares for Retail Individual Bidders and Minimum NIB Application
Size for Non-Institutional Bidders.
2. For further details, please refer to Chapter titled “Offer Procedure” on page no. 407 of this Red Herring Prospectus.

E. JOINT HOLDERS
Subject to the provisions of the Articles of Association, where two or more persons are registered as the holders of the
Equity Shares, they will be deemed to hold such Equity Shares as joint holders with benefits of survivorship.

F. JURISDICTION
The courts of Mumbai, Maharastra, India will have exclusive jurisdiction in relation to the Offer.

G. NOMINATION FACILITY TO BIDDERS

1. In accordance with Section 72 of the Companies Act, 2013 the sole Bidder, or the first Bidder along with other
joint Bidders, may nominate any one person in whom, in the event of the death of sole Bidder or in case of joint
Bidders, death of all the Bidders, as the case may be, the Equity Shares Allotted, if any, shall vest. A person, being
a nominee, entitled to the Equity Shares by reason of the death of the original holder(s), shall be entitled to the
same advantages to which he or she would have been entitled to if he or she were the registered holder of the
Equity Share(s) except that he shall not, before being registered as a holder in respect of such Equity Share, be
entitled in respect of these Equity Shares to exercise any right conferred by the membership in relation to meetings
of the Issuer. A nomination shall stand rescinded upon a sale/transfer/alienation of Equity Share(s) by the person
nominating. A nomination may be cancelled or varied by the Shareholder by nominating any other person in place
of the present nominee, by giving a notice of such cancellation or variation. A buyer will be entitled to make a
fresh nomination in the manner prescribed. Fresh nomination can be made only on the prescribed form available
on request at our Registered Office or to the registrar and transfer agents of our Company.

2. Further, the board of directors may at any time give notice requiring any nominee to choose either to be registered
himself or herself or to transfer the Equity Shares, and if the notice is not complied with within a period of 90
(ninety) days, the board of directors may thereafter withhold payment of all dividends, bonuses or other moneys
payablein respect of the Equity Shares, until the requirements of the notice have been complied with.

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 3. Where the nominee is a minor, the holder(s) may make a nomination to appoint, in the prescribed manner, any
person to become entitled to equity share(s) in the event of his or her death during the minority.

4. Any person who becomes a nominee by virtue of the provisions of Section 72 of the Companies Act, 2013 shall
upon the production of such evidence as may be required by the board of directors, elect either:

(a) to register himself or herself as the holder of the Equity Shares; or

(b) to make such transfer of Equity Shares, as the deceased holder could have made.

5. Since the Allotment of Equity Shares in the Offer will be made only in dematerialized mode, there is no need to
make a separate nomination with our Company. Nominations registered with respective Depository Participant of
the Bidder would prevail. If the Bidder wants to change the nomination, they are requested to inform their
respective Depository Participant.

H. PERIOD OF SUBSCRIPTION LIST OF THE OFFER

1. The Offer shall be kept open for at least 3 (three) working days and not more than 10 (ten) working days. In case
of revision of the Price Band, the Bid/Offer Period will be extended for at least 1 (one) working day after revision
of Price Band subject to the Bid/ Offer Period not exceeding 10 (ten) working days. In cases of force majeure,
banking strike or similar unforeseen circumstances, the Issuer may, for reasons to be recorded in writing, extend
the Bid/ Offer Period for a minimum of 3 (three) Working Days, subject to the Bid/ Offer Period not exceeding 10
(ten) Working Days.

2. Any revision in the Price Band will be widely disseminated by notification to the Stock Exchange, by issuing
public notice and also by indicating the changes on the websites of the BRLMs and at the terminals of the Syndicate
Member.

I. STATEMENT REGARDING MINIMUM SUBSCRIPTION

1. The minimum subscription to be received in the Offer shall be at least 90% (ninety percent) of the Offer through
the offer document, except in case of an Offer for Sale of the Equity Shares. Provided that the minimum
subscription to be received shall be subject to the allotment of minimum number of Equity Shares, as prescribed
under Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957. In the event of non-receipt of minimum
subscription or withdrawal of applications, or after technical rejections, or if the listing or trading permission is
not obtained from the Stock Exchanges for the Equity Shares so offered under this RHP, all application monies
received shall be refunded to the applicants forthwith, but not later than 4 (four) days from the closure of the Offer
in accordance with SEBI Circular No. SEBI/HO/CFD/DIL1/CIR/P/2021/47 dated March 31, 2021 and SEBI ICDR
Regulations. If there is a delay beyond 4 (four) days after our Company becomes liable to pay the amount, our
Company and our Directors, who are officers in default, shall pay interest at the rate of 15% (fifteen percent) per
annum.

2. Further, in accordance with Regulation 47(2) of the SEBI (ICDR) Regulations, 2018 our Company shall ensure
that the minimum application size in terms of number of specified securities shall be Rs. [●]/- (Rupees [●] only)
per application, which shall fall within the range of minimum application value of Rs.10,000/- (Rupees Ten
Thousand only) to Rs.15,000/- (Rupee Fifteen Thousand only).

3. The Selling Shareholder shall reimburse, in proportion to the respective portion of his Offered Shares, any
expenses and interest incurred by our Company on behalf of it for any delays in making refunds as required under
the Companies Act and any other applicable law, provided that the Selling Shareholder shall not be responsible or
liable for payment and/ or reimbursement of such expenses towards refund or interest thereon for any delay, unless
such delay has been caused by any act or omission solely and directly attributable to the Selling Shareholder and
in any other case the Company shall take on the responsibility to pay interest. It is clarified that such liability of a
Selling Shareholder shall be limited to the extent of his respective portion of the Offered Shares.

4. In the event of achieving aforesaid minimum subscription, however, there is under subscription in achieving the
total Offer size, the Equity Shares will be Allotted in the following order:
398
 (a) such number of Equity Shares will first be Allotted by our Company such that 90% of the fresh Issue portion
is subscribed;

(b) upon (i), such number of Offered Shares offered by the Selling Shareholder, will be Allotted, in the same
pro rata proportion as the Equity Shares offered by Selling Shareholder in the Offer for Sale; and

(c) once Equity Shares have been Allotted as per (i) and (ii) above, such number of Equity Shares will be
Allotted by our Company towards the balance 10% of the fresh Issue portion.

J. ARRANGEMENT FOR DISPOSAL OF ODD LOTS

Since our Equity Shares will be traded in dematerialized form only and the market lot for our Equity Shares will
be one Equity Share, no arrangements for disposal of odd lots are required.

K. RESTRICTIONS, IF ANY, ON TRANSFER AND TRANSMISSION OF EQUITY SHARES OR THEIR

CONSOLIDATING OR SPLITTING

Except for Promoter’s minimum contribution and the Anchor Investor lock-in in the Offer as detailed in the
Chapter titled “Capital Structure” on page 92 of this Red Herring Prospectus and except as provided in the
Articles of Association, there are no restrictions on transfers of Equity Shares. There are no restrictions on
transmission of shares and on their consolidation / splitting, except as provided in the Articles of Association.

L. NEW FINANCIAL INSTRUMENTS

There are no new financial instruments such as deep discounted bonds, debentures with warrants, secured
premium notes, etc. issued by our Company.

M. ALLOTMENT ONLY IN DEMATERIALIZED FORM

1. Pursuant to Section 29 of the Companies Act, 2013 and SEBI ICDR Regulations, 2018, the Equity Shares shall be
allotted only in dematerialized form. As per the SEBI ICDR Regulations, 2018, the trading of Equity Shares shall
only be in dematerialized form on the Stock Exchanges. In this context, following two agreements have been
signed amongst the concerned parties:

(a) Tripartite agreement dated November 29, 2023 amongst NSDL, our Company and the Registrar to the Company;
and
(b) Tripartite agreement dated November 28, 2023 amongst CDSL, our Company and the Registrar to the Company.

N. COMPLIANCE WITH DISCLOSURE AND ACCOUNTING NORMS

Our Company shall comply with all disclosure and accounting norms as specified by SEBI from time to time.

O. MINIMUM NUMBER OF ALLOTTEES

Further, in accordance with Regulation 49(1) of SEBI (ICDR) Regulations, 2018 the minimum number of allottees
in this Offer shall be 1000 (one thousand) allottees.

P. BID/ OFFER PROGRAMME

Sr. No. Particulars Indicative dates

1 Bid / Offer Opening Date* Thursday, September 05, 2024
2 Bid / Offer Closing Date** Monday, September 09, 2024
3 Finalization of Basis of Allotment with the Designated Stock On or about Tuesday, September 10, 2024
Exchange
4 Initiation of Refunds (if any, for Anchor Investors)/unblocking of On or about Wednesday, September 11, 2024
399
 funds from ASBA Account##
5 Credit of Equity Shares to demat accounts of Allottees On or about Wednesday, September 11, 2024
6 Commencement of trading of the Equity Shares on the Stock On or about Thursday, September 12, 2024
Exchange
*Our Company in consultation with the BRLMs, may consider participation by Anchor Investors. Anchor Investor bidding
date shall be 1 (one) Working Day prior to the Bid/Offer Opening Date in accordance with Paragraph 10(e) of Part A,
Schedule XIII to the SEBI ICDR Regulations, 2018.

**Our Company in consultation with the BRLMs may consider closing the Bid/Offer Period for QIBs one day prior to the
Bid/Offer Closing Date in accordance with the SEBI ICDR Regulations.

#UPI mandate end time and date shall be at 5:00 pm on September 09, 2024.

##In case of (i) any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI
Mechanism) for cancelled/ withdrawn/ deleted ASBA Forms, the Bidder shall be compensated at a uniform rate of Rs.100/-
(Rupees One Hundred only) per day or 15% per annum of the Bid Amount, whichever is higher from the date on which the
request for cancellation/ withdrawal/ deletion is placed in Stock Exchanges bidding platform until the date on which the
amounts are unblocked; (ii) any blocking of multiple amounts for the same UPI application, the Bidder shall be
compensated at a uniform rate Rs.100/- (Rupees One Hundred only) per day or 15% per annum of the total cumulative
blocked amount except the original application amount, whichever is higher from the date on which such multiple amounts
were blocked till the date of actual unblock; (iii) any blocking of amounts more than the Bid Amount, the Bidder shall be
compensated at a uniform rate of Rs.100/- (Rupees One Hundred only) per day or 15% per annum of the difference in
amount, whichever is higher from the date on which such excess amounts were blocked till the date of actual unblock; (iv)
any delay in unblocking of non-allotted/ partially allotted Bids, exceeding four Working Days from the Bid/Offer Closing
Date, the Bidder shall be compensated at a uniform rate of Rs.100/- (Rupees One Hundred only) per day or 15% per annum
of the Bid Amount, whichever is higher for the entire duration of delay exceeding four Working Days from the Bid/Offer
Closing Date by the SCSB responsible for causing such delay in unblocking. The post Offer BRLMs shall be liable for
compensating the Bidder at a uniform rate of Rs.100/- (Rupees One Hundred only) per day or 15% per annum of the Bid
Amount, whichever is higher from the date of receipt of the Investor grievance until the date on which the blocked amounts
are unblocked. The Bidder shall be compensated in the manner specified in the SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, as amended pursuant to SEBI circular no.
SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021, as amended pursuant to SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 and the SEBI Master Circular for Offer of Capital and
Disclosure Requirements which for the avoidance of doubt, shall be deemed to be incorporated in the deemed agreement
of the Company with the SCSBs, to the extent applicable.

The processing fees may be released to the SCSBs only after such banks provide a written confirmation on compliance with
SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 and SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022.

The above timetable is indicative and does not constitute any obligation on our Company, our Selling Shareholder
and the BRLMs.

In terms of SEBI circular no. SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 8, 2019, in relation to the Offer, the
BRLMs will be required to submit reports of compliance with timelines and activities prescribed by SEBI in connection
with the allotment and listing procedure within 6 (six) Working Days from the Bid/Offer Closing Date, identifying non-
adherence to timelines and processes and an analysis of entities responsible for the delay and the reasons associated with
it. Our Company reserves the right to make changes to any operational terms as may be necessary to deal with unforeseen
circumstances or to remove any operational / technical / procedural difficulties including but not limited to amending the
operational terms of the Offer, the Offer procedure and the Offer structure, basis of allocation / allotment, allocation per
investor category and determine the method and manner in which such changes shall be disseminated to the public,
including post the Bid/Offer Opening Date. Such changes may be communicated by notice to the Stock Exchanges.

Whilst our Company shall ensure that all steps for the completion of the necessary formalities for the listing and the
commencement of trading of the Equity Shares on the Stock Exchange are taken within 3 (three) Working Days of
the Bid/Offer Closing Date, the timetable may change due to various factors, such as extension of the Bid/Offer
Period by our Company, revision of the Price Band or any delays in receiving the final listing and trading approval
from the Stock Exchange. The commencement of trading of the Equity Shares will be entirely at the discretion of
the Stock Exchange and in accordance with the applicable laws. The Selling Shareholder confirm that they shall
400
extend such reasonable support and co-operation required by our Company and the BRLMs for completion of the
necessary formalities for listing and commencement of trading of the Equity Shares at the Stock Exchanges within
3 (three) Working Days from the Bid/Offer Closing Date or such other period as may be prescribed by SEBI.

Submission of Bids (other than Anchor Investors)

Bid/ Offer Period (except the Bid/Offer Closing Date)

Submission and Revision in Bids Only between 10 a.m. and 5 p.m. IST, or such extended time as permitted by
the Stock Exchanges
Bid/Offer Closing Date
Submission and Revision in Bids Only between 10 a.m. and 3 p.m. IST, or such extended time as permitted by
the Stock Exchanges

On the Bid/Offer Closing Date:

(a) In case of Bids by QIBs and Non-Institutional Bidders, the Bids and the revisions in Bids shall be accepted only
between 10.00 a.m. and 3.00 p.m. (IST) and uploaded by 4.00 p.m. IST; and

(b) In case of Bids by Retail Individual Bidders, the Bids and the revisions in Bids shall be accepted only between
10.00 a.m. and 3.00 p.m. (IST) and uploaded until 5.00 p.m. IST or such extended time as permitted by the
Stock Exchanges, in case of Bids by RIBs.

On Bid/Offer Closing Date, extension of time may be granted by Stock Exchanges only for uploading Bids received by
Retail Individual Bidders, after taking into account the total number of Bids received and as reported by the BRLMs to the
Stock Exchanges.

It is clarified that Bids not uploaded on the electronic bidding system or in respect of which the full Bid Amount is
not blocked by SCSBs or not blocked under the UPI Mechanism in the relevant ASBA Account, as the case may be,
would be rejected.

Due to limitation of time available for uploading the Bids on the Bid/Offer Closing Date, the Bidders are advised to submit
their Bids 1 (one) day prior to the Bid/Offer Closing Date. All times mentioned in this Red Herring Prospectus are Indian
Standard Times. Bidders are cautioned that in the event a large number of Bids are received on the Bid/Offer Closing Date,
as is typically experienced in public offerings, some Bids may not get uploaded due to lack of sufficient time. Such Bids
that cannot be uploaded will not be considered for allocation under the Offer. Bids will be accepted only during Working
Days.

Pursuant to SEBI circular no. SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 8, 2019, “Working Days” means
all trading days of Stock Exchanges, excluding Sundays and bank holidays. Bids by ASBA Bidders shall be uploaded by
the relevant Designated Intermediary in the electronic system to be provided by the Stock Exchanges. None among our
Company and the Selling Shareholder or any member of the Syndicate is liable for any failure in (i) uploading the Bids due
to faults in any software/ hardware system or otherwise; and (ii) the blocking of Bid Amount in the ASBA Account on
receipt of instructions from the Sponsor Bank on account of any errors, omissions or non-compliance by various parties
involved in, or any other fault, malfunctioning or breakdown in, or otherwise, in the UPI Mechanism.

Our Company in consultation with the BRLMs, reserves the right to revise the Price Band during the Bid/ Offer Period,
provided that the Cap Price shall be less than or equal to 120% (one hundred and twenty percent) of the Floor Price and
shall at all times be at least 105% (one hundred and five percent) of the Floor Price and the Floor Price shall not be less
than the face value of the Equity Shares. The revision in Price Band shall not exceed 20% (twenty percent) on either side
i.e. the floor of the Price Band can move up or down to the extent of 20% (twenty percent) of the floor of the Price Band
and the cap of the revised price band will be fixed in accordance with said limit.

The Offer shall be kept open for at least 3 (three) working days and not more than 10 (ten) working days. In case of
revision of the Price Band, the Bid/Offer Period will be extended for at least 3 (three) working days after revision of
Price Band subject to the Bid/ Offer Period not exceeding 10 (ten) working days. In cases of force majeure, banking
strike or similar circumstances, the Issuer may, for reasons to be recorded in writing, extend the Bid/ Offer Period
for a minimum of 3 (three) Working Days, subject to the Bid/Offer Period not exceeding 10 (ten) Working Days.
Any revision in the Price Band will be widely disseminated by notification to the Stock Exchange, by issuing public
notice and also by indicating the changes on the websites of the BRLMs and at the terminals of the Syndicate
401
 Member.

To avoid duplication, the facility of re-initiation provided to Syndicate Members shall preferably be allowed only once per
bid/batch and as deemed fit by the concerned Stock Exchange, after bid closure time. The Registrar to the Offer shall submit
the details of cancelled/withdrawn/deleted applications to the SCSB’s on daily basis within 60 (sixty) minutes of the Bid
closure time from the Bid/Offer Opening Date till the Bid/Offer Closing Date by obtaining the same from the Stock
Exchanges. The SCSB’s shall unblock such applications by the closing hours of the bank day and submit the confirmation
to the BRLMs and the registrar and share transfer agents on a daily basis, as per the format prescribed in Annexure III to
SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021.

In case of discrepancy in data entered in the electronic book vis-vis data contained in the Bid cum Application Form for a
particular Bidder, the details as per the Bid file received from the Stock Exchanges shall be taken as the final data for the
purpose of Allotment.

Q. WITHDRAWAL OF THE OFFER

1. Our Company, in consultation with the BRLMs, reserves the right not to proceed with the fresh Offer and the
Selling Shareholder, reserves the right not to proceed with the Offer for Sale, in whole or in part thereof, to the
extent of the Offered Shares, after the Bid/Offer Opening Date but before the Allotment. In such an event, our
Company would issue a public notice in the newspapers in which the pre- Offer advertisements were published,
within 2 (two) days of the Bid/Offer Closing Date or such other time as may be prescribed by SEBI, providing
reasons for not proceeding with the Offer and inform the Stock Exchanges promptly on which the Equity Shares
are proposed to be listed. The BRLMs, through the Registrar to the Offer, shall notify the SCSBs and the Sponsor
Bank(s) (in case of UPI Bidders), to unblock the bank accounts of the ASBA Bidders within 1 (one) Working Day
from the date of receipt of such notification and also inform the Bankers to the Offer to process refunds to the
Anchor Investors, as the case may be.

2. If our Company, in consultation with the BRLMs withdraws the Offer at any stage and thereafter determines that
it will proceed with an issue of the Equity Shares, our Company shall file a fresh draft red herring prospectus with
SEBI. Notwithstanding the foregoing, this Offer is also subject to obtaining (i) the final listing and trading approvals
of the Stock Exchanges, which our Company shall apply for after Allotment; and (ii) the filing of the Prospectus
with the RoC. If Allotment is not made within the prescribed time period under applicable law, the entire
subscription amount received will be refunded/unblocked within the time prescribed under applicable law.

402
 OFFER STRUCUTRE

This Offer is being made in terms of Chapter II (Initial Public Offer on Main Board) of SEBI (ICDR) Regulations, 2018 as
amended from time to time. The Company shall issue specified securities to the public and propose to list the same on the
National Stock Exchange of India Limited (“NSE”) and BSE Limited (“BSE”). For further details regarding the salient
features and terms of such an Offer please refer to chapter titled “Terms of the Offer” on page no. 396 of this Red Herring
Prospectus.

Following is the Offer structure:

The Offer of up to 2,04,40,000 Equity Shares for cash at price of ₹ [●] per Equity Share (including a premium of ₹ [●] per
Equity Share) aggregating to ₹ [●] lakhs comprising a Fresh Issue of up to 1,47,50,000 Equity Shares aggregating up to ₹
[●] lakhs by our Company and an Offer for Sale of up to 56,90,000 Equity Shares aggregating up to ₹ [●] lakhs by the
Selling Shareholder.

The Offer and Net Offer will constitute [●] % ([●] percent) and [●] % ([●] percent), respectively of the post-Offer paid-up
Equity Share capital of our Company.

The Offer is being made in terms of Rule 19(2) of the SCRR read with Regulation 45 of the SEBI ICDR Regulations, 2018,
through the Book Building Process.

The Red Herring Prospectus contains the total Issue size which has been expressed in terms of the total amount to be raised
and/or the total number of Equity Shares to be issued and does not contain the price of the Equity Share.

Sr. Particulars QIBs Non- Institutional Retails Individual

No. Investors Investors
1. Number of Equity Up to [●] Equity Shares Not less than [●] Equity Not less than [●] Equity
Shares available for Shares or Net Offer less Shares or Net Offer less
Allotment allocation to QIB Bidders allocation to QIB Bidders
and RII shall be made and NII shall be made
available for allocation available for allocation
2. Percentage of Offer Not more than 50% of the Not less than 15% of the Net Not less than 35% of the Net
Size/Net Offer*/post- Net Offer, 5% of which Offer less allocation to QIB Offer less allocation to QIB
Offer capital shall be allocated to mutual Bidders and RII shall be Bidders and NII shall be
available for funds. The issuer may made available for made available for allocation
allocation** allocate up to 60% percent allocation. Investors of
of QIB Portion to Anchor which one-third of the Non-
Investors Mutual Funds Institutional Portion will be
participating in the Mutual available for allocation to
Fund Portion will also be Non-Institutional Bidders
eligible for allocation in the with a Bid size more than
remaining QIB Portion Rs.2,00,000/- to
(excluding the Anchor Rs.10,00,000/- and two-
Investor Portion). The thirds of the Non-
unsubscribed portion in the Institutional Portion will be
Mutual Fund Portion will available for allocation to
be added to the Net QIB Non-Institutional Bidders
Portion. with a Bid size of more than
Rs. 10,00,000/-
3. Basis of Allotment / For details, please refer to the Paragraph MM of Chapter titled “Offer Procedure” on page
Allocation if respective no. 407 of this Red Herring Prospectus.
category is
oversubscribed
4. Mode of Bidding# Through ASBA process Through ASBA process only Through ASBA process only
only, except for Anchor (including the UPI Mechanism (including the UPI
Investors (excluding the for an application size up to Mechanism)
UPI Mechanism) Rs.5,00,000/- (Rupees Five
Lakh only with respect to
individual investors.)
403
Sr. Particulars QIBs Non- Institutional Retails Individual
No. Investors Investors
5. Minimum Bid Size Such number of Equity Such number of Equity Shares [●] Equity Shares and in
Shares and in multiples that the Bid amount exceeds multiples of [●] Equity
of [●] Equity Shares, so Rs.2,00,00/- (Rupees Two Shares, thereafter
that the Bid amount Lakh only) and in multiples of
exceeds Rs.2,00,00/- [●] Equity Shares, thereafter
(Rupees Two Lakh only)
6. Maximum Bid Size [●] Equity Shares and in [●] Equity Shares in multiples [●] Equity Shares in
multiples of [●] Equity of [●] Equity Shares not multiples of [●] Equity
Shares, not exceeding the exceeding the size of the Net Shares so that the maximum
size of the Net Offer Offer (excluding the QIB Bid Amount by each Retail
excluding the Anchor Category), subject to Individual Investor does not
Category), subject to applicable limits. exceed Rs.2,00,000/-.
applicable limits.
7. Mode of Allotment Compulsorily in Dematerialized mode.
8. Terms of Payment In case of Anchor Investors: Full Bid Amount shall be payable by the Anchor Investors
at the time of submission of their Bids.
In case of other Bidders: The full Bid Amount (net of any Discount, as applicable) shall
be blocked based on the authorization provided in the Bid cum Application Form. In case
of ASBA Bidders, the SCSB shall be authorized to block such funds in the bank accounts
that are specified in the Bid cum Application Form.
9. Bid Lot [●] Equity Shares and in multiple of [●] Equity Shares thereafter.
10. Allotment Lot [●] Equity Shares and in multiple of [●] Equity Share thereafter
11. Trading Lot [●] Equity Shares
12. Who can apply^ Public financial institutions as Resident Indian Resident Indian
specified in Section 2(72) of the individuals, Eligible individuals, Eligible
Companies Act 2013, scheduled NRIs, HUFs (in the NRIs and HUFs (in the
commercial banks, multilateral and name of Karta), name of Karta)
bilateral development, financial companies,
institutions, mutual funds registered with corporate bodies,
SEBI, FPIs (other than individuals, scientific
corporate bodies and family offices), institutions,
VCFs, AIFs, FVCIs, state industrial societies, trusts and
development corporation, insurance FPIs who are
companies registered with IRDAI, individuals,
provident fund (subject to applicable corporate bodies.
law) with minimum corpus of Rs.25
Crores, pension fund with minimum
corpus of Rs.25 Crores in accordance
with applicable law and National
Investment Fund set up by the
Government of India, insurance funds set
up and managed by army, navy or air
force of the Union of India, insurance
funds set up and managed by the
Department of Posts, India and
Systemically Important NBFCs.

404
#“SEBI vide its circular no. SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022, has mandated that ASBA
applications in Public Offers shall be processed only after the application monies are blocked in the bank accounts of
the investors. Accordingly, Stock Exchanges shall, for all categories of investors viz. QIBs, NIIs and RIIs and also for
all modes through which the applications are processed, accept the ASBA applications in their electronic book building
platform only with a mandatory confirmation on the application monies blocked.

*This Offer is being made through Book Building Process in accordance with Regulation 6(1) of the SEBI ICDR
Regulations, 2018. Allocation in the net offer to public category shall be made in pursuance to Regulation 32(1) of SEBI
ICDR Regulations, 2018, which is as follows:
(a) not less than 35% percent to retail individual investors;
(b) not less than 15% percent to non-institutional investors;
(c) not more than 50% percent to qualified institutional buyers, 5% percent of which shall be allocated to mutual funds:

Provided that the unsubscribed portion in either of the categories specified in clauses (a) or (b) may be allocated to
applicants in any other category:

Provided further that in addition to 5% percent allocation available in terms of clause (c), mutual funds shall be eligible
for allocation under the balance available for qualified institutional buyers.

Further, Regulation 32(3) of SEBI ICDR Regulations, 2018 provides that “in an issue made through the book building
process, the issuer may allocate up to 60% percent of the portion available for allocation to qualified institutional
buyers to anchor investors in accordance with the conditions specified in this regard in Schedule XIII. One-third of the
Anchor Investor Portion shall be reserved for domestic Mutual Funds, subject to valid Bids being received from
domestic Mutual Funds at or above the price Anchor Investor Allocation Price.

Further, Regulation 32(3A) of SEBI ICDR Regulations, 2018 provides that in an issue made through book building
process, the allocation in the non-institutional investors’ category shall be as follows: (a) one third of the portion
available to non-institutional investors shall be reserved for applicants with application size of more than two lakh
rupees and up to ten lakh rupees; (b) two third of the portion available to non-institutional investors shall be reserved
for applicants with application size of more than ten lakh rupees: Provided that the unsubscribed portion in either of
the sub-categories specified in clauses (a) or (b), may be allocated to applicants in the other sub-category of non-
institutional investors.

**Regulation 33(2) of the SEBI ICDR Regulations, 2018 provides that: (a) the reservations on a competitive basis shall
be subject to the following conditions: a) the aggregate of reservations for employees shall not exceed 5% of the post-
issue capital of the issuer and the value of allotment to any employee shall not exceed two lakhs rupees: Provided that
in the event of under-subscription in the employee reservation portion, the unsubscribed portion may be allotted on a
proportionate basis, for a value in excess of two lakhs rupees, subject to the total allotment to an employee not exceeding
five lakhs rupees; (b) reservation for shareholders shall not exceed 10% of the issue size; (c) no further application for
subscription in the net offer can be made by persons (except an employee and retail individual shareholder) in favor of
whom reservation on a competitive basis is made; (d) any unsubscribed portion in any reserved category may be added
to any other reserved category and the unsubscribed portion, if any, after such inter-se adjustments among the reserved
categories shall be added to the net offer category; and (e) in case of under-subscription in the net offer category, spill-
over to the extent of under-subscription shall be permitted from the reserved category to the net offer.

^ In the event that a Bid is submitted in joint names, the relevant Bidders should ensure that the depository account is
also held in the same joint names and the names are in the same sequence in which they appear in the Bid cum
Application Form. The Bid cum Application Form should contain only the name of the first Bidder whose name should
also appear as the first holder of the beneficiary account held in joint names. The signature of only such first Bidder
would be required in the Bid cum Application Form and such first Bidder would be deemed to have signed on behalf of
the joint holders. Our Company reserves the right to reject, in its absolute discretion, all or any multiple Bids, except
as otherwise permitted, in any or all categories. Full Bid Amount shall be payable by the Anchor Investors at the time
of submission of the Anchor Investor Application Forms provided that any difference between the Anchor Investor
Allocation Price and the Anchor Investor Offer Price shall be payable by the Anchor Investor Pay-In Date as indicated
in the revised CAN.”

The Bids by FPIs with certain structures as described under the section “Offer Procedure” on page no. 407 and having
same PAN may be collated and identified as a single Bid in the Bidding process. The Equity Shares Allocated and
Allotted to such successful Bidders (with same PAN) may be proportionately distributed.
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Under-subscription, if any, in any category except the QIB Category, would be met with spill-over from the other
categories at the discretion of our Company in consultation with the Book Running Lead Managers and the Designated
Stock Exchange and in accordance with SEBI ICDR Regulations, 2018.

Bidders will be required to confirm and will be deemed to have represented to our Company, the Selling Shareholder,
the Underwriters, their respective directors, officers, agents, affiliates and representatives that they are eligible under
applicable law, rules, regulations, guidelines and approvals to acquire the Equity Shares.

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 OFFER PROCEDURE

All Bidders were required to read the General Information Document for Investing in Public Issues prepared and issued
in accordance with the circular no. SEBI/HO/CFD/DIL1/CIR/P/2020/37 dated March 17, 2020, and the UPI Circulars
(the “General Information Document”) which highlights the key rules, processes and procedures applicable to public
issues in general in accordance with the provisions of the Companies Act, the SCRA, the SCRR and the SEBI ICDR
Regulations which is part of the abridged prospectus accompanying the Bid cum Application Form. The General
Information Document is available on the websites of the Stock Exchanges and the BRLMs. Please refer to the relevant
provisions of the General Information Document which are applicable to the Offer. The investors should note that the
details and process provided in the General Information Document should be read along with this section.

Additionally, all Bidders were required to refer to the General Information Document for information in relation to (i)
category of investors eligible to participate in the Offer; (ii) maximum and minimum Bid size; (iii) price discovery and
allocation; (iv) payment instructions for ASBA Bidders/Applicants; (v) Issuance of CAN and allotment in the Offer; (vi)
General instructions (limited to instructions for completing the Bid Form); (vii) submission of Bid cum Application Form;
(viii) other instructions (limited to joint bids in cases of individual, multiple bids and instances when an application would
be rejected on technical grounds); (ix) applicable provisions of the Companies Act, 2013 relating to punishment for
fictitious applications; (x) mode of unblocking intimation/making refunds, as applicable; (xi) Designated Date; (xii) interest
in case of delay in allotment or refund; and (xiii) disposal of applications and electronic registration of bids.

SEBI vide its circular no. SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 1, 2018, read with its circular no.
SEBI/HO/CFD/DIL2/CIR/P/2019/50 dated April 3, 2019, has introduced an alternate payment mechanism using Unified
Payments Interface (“UPI”) and consequent reduction in timelines for listing in a phased manner. From January 1, 2019,
the UPI Mechanism for RIBs applying through Designated Intermediaries was made effective along with the existing
process and existing timeline of T+6 days. (“UPI Phase I”). The UPI Phase I was effective till June 30, 2019.

With effect from July 1, 2019, SEBI vide its circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 2019, read
with circular bearing number SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019 with respect to Bids by RIBs
through Designated Intermediaries (other than SCSBs), the existing process of physical movement of forms from such
Designated Intermediaries to SCSBs for blocking of funds has been discontinued and only the UPI Mechanism for such
Bids with existing timeline of T+6 days was mandated for a period of three months or launch of five main board public
issues, whichever is later (“UPI Phase II”). Subsequently, however, SEBI vide its circular no.
SEBI/HO/CFD/DIL2/CIR/P/2020/50 dated March 30, 2020, extended the timeline for implementation of UPI Phase II till
further notice. Pursuant to SEBI circular SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023, the final reduced
timeline of T+3 days using the UPI Mechanism for applications by UPI Investors (“UPI Phase III”), and modalities of the
implementation of UPI Phase III was notified by SEBI vide its circular no. SEBI/HO/CFD/TPD1/CIR/P/2023/140dated
August 9, 2023 and made voluntary basis for public issues opening on or after September 1, 2023, and mandatory basis
for public issues opening on or after December 1, 2023. Accordingly, the Offer will be made under UPI Phase III, subject
to any circulars, clarification or notification issued by the SEBI from time to time, including with respect to SEBI circular
SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023. Further, SEBI vide its circular no.
SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, read with SEBI circular no.
SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021, and SEBI master circular no.
SEBI/HO/CFD/PoD2/P/CIR/2023/00094 dated June 21, 2023 has introduced certain additional measures for streamlining
the process of initial public offers and redressing investor grievances. Subsequently, vide the SEBI RTA Master Circular,
consolidated the circulars no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, as amended pursuant to
the SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 to the extent relevant for RTAs, and
rescinded these circulars. Furthermore, pursuant to SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/P/2022/45 dated April
5, 2022, all individual bidders in initial public offerings (on or after May 1, 2022) whose application sizes are up to
₹500,000 shall use the UPI Mechanism. Pursuant to SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30,
2022, applications made using the ASBA facility in initial public offerings (opening on or after September 1, 2022) shall
be processed only after application monies are blocked in the bank accounts of investors (all categories). These circulars,
to the extent in force are deemed to form part of this Red Herring Prospectus.

In case of any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI
Mechanism) exceeding two Working Days from the Bid/Offer Closing Date, the Bidder would be compensated at a uniform
rate of ₹100 per day for the entire duration of delay exceeding two Working Days from the Bid/Offer Closing Date by the
intermediary responsible for causing such delay in unblocking. Additionally, SEBI vide its circular no.
SEBI/HO/CFD/PoD-2/P/CIR/2023/00094 dated June 21, 2023 has reduced the time period for refund of application
monies from 15 days to four days. The BRLMs shall, in their sole discretion, identify and fix the liability on such

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intermediary or entity responsible for such delay in unblocking.

The BRLMs shall be the nodal entity for any issues arising out of public Issuance process. In terms of Regulation 23(5) and
Regulation 52 of SEBI ICDR Regulations, the timelines and processes mentioned in the RTA Master Circular shall continue
to form part of the agreements being signed between the intermediaries involved in the public issuance process and BRLMs
shall continue to coordinate with intermediaries involved in the said process.

Bidders were advised to make their independent investigations and ensure that their Bids are submitted in accordance with
applicable laws and do not exceed the investment limits or maximum number of the Equity Shares that can be held by them
under applicable law or as specified in this Red Herring Prospectus.

Book Building Procedure

The Offer is being made in terms of Rule 19(2)(b) of the SCRR through the Book Building Process in accordance with
Regulation 6(1) of the SEBI ICDR Regulations wherein not more than 50% of the Offer shall be allocated on a proportionate
basis to QIBs, provided that our Company, in consultation with the Selling Shareholders and the BRLMs, allocate up to
60% of the QIB Portion to Anchor Investors on a discretionary basis in accordance with the SEBI ICDR Regulations, of
which one-third shall be reserved for domestic Mutual Funds, subject to valid Bids being received from domestic Mutual
Funds at or above the Anchor Investor Allocation Price. In the event of under-subscription, or non-allotment in the Anchor
Investor Portion, the balance Equity Shares shall be added to the Net QIB Portion. Further, 5% of the Net QIB Portion shall
be available for allocation on a proportionate basis only to Mutual Funds, and spill-over from the remainder of the Net QIB
Portion shall be available for allocation on a proportionate basis to all QIBs (other than Anchor Investors), including Mutual
Funds, subject to valid Bids being received at or above the Offer Price. Further, subject to availability of Equity Shares in
the respective categories, not less than 15% of the Offer shall be available for allocation on a proportionate basis to Non-
Institutional Bidders (out of which (i) one third shall be reserved for Bidders with Bids exceeding ₹2 Lakh and up to ₹10
Lakh, and (ii) two-thirds shall be reserved for Bidders with Bids exceeding ₹ 10 Lakh provided that the unsubscribed portion
in either of such sub-categories may be allocated to applicants in the other sub-category of Non-Institutional Bidders), and
not less than 35% of the Offer shall be available for allocation to Retail Individual Bidders in accordance with the SEBI
ICDR Regulations, subject to valid Bids being received at or above the Offer Price.

Under-subscription, if any, in any category, except in the QIB Portion, would be allowed to be met with spill over from any
other category or combination of categories of Bidders at the discretion of our Company, in consultation with the Selling
Shareholders and the BRLMs and the Designated Stock Exchange subject to receipt of valid Bids received at or above the
Offer Price. Undersubscription, if any, in the QIB Portion, would not be allowed to be met with spill-over from any other
category or a combination of categories. In case of an undersubscription in the Offer, Allotment of valid Bids will be made
in the first instance towards Minimum Subscription, provided that post satisfaction of the Minimum Subscription, subject
to receipt of any remaining valid Bids, the Equity Shares will be Allotted (a) in priority towards the balance Fresh Issue;
and (b) Offered Shares being offered by the Selling Shareholders post complete Allotment of the Equity Shares forming
part of the Fresh Issue, proportionately towards to the Offered Shares being offered by the Selling Shareholders.

The Equity Shares, on Allotment, shall be traded only in the dematerialized segment of the Stock Exchanges.

Investors should note that the Equity Shares will be Allotted to all successful Bidders only in dematerialised form.
The Bid cum Application Forms which do not have the details of the Bidders’ depository account, including DP ID,
Client ID, PAN and UPI ID, for UPI Bidders using the UPI Mechanism, shall be treated as incomplete and will be
rejected. Bidders will not have the option of being Allotted Equity Shares in physical form. However, they may get
the Equity Shares rematerialized subsequent to Allotment of the Equity Shares in the Offer, in compliance with
applicable laws.

Investors must ensure that their PAN is linked with Aadhaar and are in compliance with CBDT notification dated February
13, 2020 and press release dated June 25, 2021, September 17, 2021 and March 30, 2022

Phased implementation of Unified Payments Interface

SEBI has issued the UPI Circulars in relation to streamlining the process of public issue of inter alia, equity shares. Pursuant
to the UPI Circulars, the UPI Mechanism has been introduced in a phased manner as a payment mechanism (in addition to
mechanism of blocking funds in the account maintained with SCSBs under ASBA) for applications by RIBs through
Designated Intermediaries with the objective to reduce the time duration from public issue closure to listing from six
Working Days to up to three Working Days. Considering the time required for making necessary changes to the systems

408
and to ensure complete and smooth transition to the UPI payment mechanism, the UPI Circulars have introduced the UPI
Mechanism in three phases in the following manner:

Phase I: This phase was applicable from January 1, 2019, until March 31, 2019, or floating of five main board public
issues, whichever was later. Subsequently, the timeline for implementation of Phase I was extended till June 30, 2019.
Under this phase, a RIB had the option to submit the ASBA Form with any of the Designated Intermediary and use his/ her
UPI ID for the purpose of blocking of funds. The time duration from public issue closure to listing continued to be six
Working Days.

Phase II: This phase has become applicable from July 1, 2019 and was to initially continue for a period of three months or
floating of five main board public issues, whichever is later. SEBI vide its circular no.
SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 8, 2019, decided to extend the timeline for implementation of UPI
Phase II until March 31, 2020. Subsequently, SEBI vide its circular no. SEBI/HO/CFD/DIL2/CIR/P/2020/50 dated March
30, 2020, extended the timeline for implementation of UPI Phase II till further notice. Under this phase, submission of the
ASBA Form by RIBs through Designated Intermediaries (other than SCSBs) to SCSBs for blocking of funds has been
discontinued and replaced by the UPI Mechanism. However, the time duration from public issue closure to listing continues
to be six Working Days during this phase.

Phase III: This phase has become applicable on a voluntary basis for all issues opening on or after September 1,2023 and
has become applicable on a mandatory basis for all issues opening on or after December 1, 2023, vide SEBI circular bearing
number SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023 (“T+3 Notification”). In this phase, the time duration
from public issue closure to listing has been reduced to three Working Days. The Offer shall be undertaken pursuant to the
processes and procedures as notified in the T+3 Notification as applicable, subject to any circulars, clarification or
notification issued by SEBI from time to time, including any circular, clarification or notification which may be issued by
SEBI.

Pursuant to the SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 issued by SEBI, as
amended by the SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 and the SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated April 20, 2022 (the “UPI Streamlining Circular”), SEBI has set out
specific requirements for redressal of investor grievances for applications that have been made through the UPI Mechanism.
The requirements of the UPI Streaming Circular include, appointment of a nodal officer by the SCSB and submission of
their details to SEBI, the requirement for SCSBs to send SMS alerts for the blocking and unblocking of UPI mandates, the
requirement for the Registrar to submit details of cancelled, withdrawn or deleted applications, and the requirement for the
bank accounts of unsuccessful Bidders to be unblocked no later than one day from the date on which the Basis of Allotment
is finalised. Failure to unblock the accounts within the timeline would result in the SCSBs being penalised under the relevant
securities law. Additionally, if there is any delay in the redressal of investors’ complaints, the relevant SCSB as well as the
post– Offer BRLM will be required to compensate the concerned investor.

The Offer will be made under UPI Phase III. All SCSBs offering the facility of making application in public issues shall
also provide facility to make application using UPI. The Company will be required to appoint one of the SCSBs as a sponsor
bank to act as a conduit between the Stock Exchanges and NPCI in order to facilitate collection of requests and / or payment
instructions of the UPI Bidders using the UPI Mechanism.

The processing fees for applications made by UPI Bidders using the UPI Mechanism may be released to the remitter banks
(SCSBs) only after such SCSBs make an application as prescribed in Annexure I of SEBI Circular No:
SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 and provide a written confirmation on compliance with SEBI
circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 read with SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 and SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2022/75
dated May 30, 2022 and SEBI RTA Master Circular (to the extent that such circulars pertain to the UPI Mechanism). Such
application shall be given only after (i) unblocking of application amounts for each application received by the SCSB has
been fully completed, and (ii) applicable compensation relating to investor complaints has been paid by the SCSB.

SEBI through its circular (SEBI/HO/CFD/DIL2/CIR/P/2022/45) dated April 5, 2022, has prescribed that all individual
investors applying in initial public offerings opening on or after May 1, 2022, where the application amount is up to ₹
500,000, shall use UPI. Individual investors bidding under the Non-Institutional Portion bidding for more than ₹ 200,000
and up to ₹ 500,000, using the UPI Mechanism, shall provide their UPI ID in the Bidcum-Application Form for Bidding
through Syndicate, sub-syndicate members, Registered Brokers, RTAs or CDPs, or online using the facility of linked online
trading, demat and bank account (3 in 1 type accounts), provided by certain brokers.

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For further details, refer to the General Information Document available on the websites of the Stock Exchanges and the
BRLMs.

Bid cum Application Form

Copies of the Bid cum Application Form (other than for Anchor Investors) and the abridged prospectus will be available
with the Designated Intermediaries at the Bidding Centres and our Registered Office. An electronic copy of the Bid cum
Application Form will also be available for download on the websites of NSE (www.nseindia.com) and BSE
(www.bseindia.com) at least one day prior to the Bid/Offer Opening Date.

Copies of the Anchor Investor Application Form will be available with the BRLMs.

All Bidders (other than Anchor Investors) shall mandatorily participate in the Offer only through the ASBA process. UPI
Bidders are mandatorily required to use the UPI Mechanism for submitting their bids to Designated Intermediaries and are
allowed to use ASBA Process by way of ASBA Forms to submit their bids directly to SCSBs. Anchor Investors are not
permitted to participate in the Offer through the ASBA process.

All ASBA Bidders (those not using UPI Mechanism) must provide either (i) bank account details and authorisation to block
funds in their respective ASBA Accounts in the relevant space provided in the ASBA Form; or (ii) the UPI ID (in case of
UPI Bidders), as applicable, in the relevant space provided in the ASBA Form and the ASBA Form that does not contain
such details are liable to be rejected. Applications made by the UPI Bidders using third party bank account or using third
party linked bank account UPI ID are liable for rejection.

ASBA Bidders shall ensure that the Bids are made through ASBA Forms bearing the stamp of the Designated Intermediary,
submitted at the Bidding Centres only (except in case of electronic ASBA Forms) and the ASBA Forms not bearing such
specified stamp are liable to be rejected. Since the offer is made under Phase III ASBA Bidders may submit the ASBA
form in the manner below:

a. RIBs and NIBs (other than the UPI Bidders) may submit their ASBA Forms with SCSBs (physically or online, as
applicable), or online using the facility of linked online trading, demat and bank account (3 in 1 type accounts),
provided by certain brokers.

b. UPI Bidders may submit their ASBA Forms with the Syndicate, sub-syndicate members, Registered Brokers, RTAs
or CDPs, or online using the facility of linked online trading, demat and bank account (3 in 1 type accounts),
provided by certain brokers.

c. QIBs and NIBs (not using the UPI Mechanism) may submit their ASBA Forms with SCSBs, Syndicate, sub-
syndicate members, Registered Brokers, RTAs or CDPs.

ASBA Bidders must ensure that the ASBA Account has sufficient credit balance such that an amount equivalent to the full
Bid Amount can be blocked by the SCSB or the Sponsor Banks, as applicable at the time of submitting the Bid. In order to
ensure timely information to investors, SCSBs are required to send SMS alerts to investors intimating them about Bid
Amounts blocked/ unblocked.

As specified in SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022, all the ASBA applications in
public issues shall be processed only after the application monies are blocked in the investor’s bank accounts. Stock
Exchanges shall accept the ASBA applications in their electronic book building platform only with a mandatory
confirmation on the application monies blocked. The circular is applicable for all categories of investors viz. RIBs, QIBs,
Non-Institutional Bidders, and also for all modes through which the applications are processed.

The prescribed colour of the Bid cum Application Form for the various categories is as follows:
Category Colour of Bid cum Application Form*
Resident Indians, including resident QIBs, Non-Institutional Bidders, [●]
Retail Individual Bidders and Eligible NRIs applying on a
nonrepatriation basis
Eligible NRIs, FVCIs, FPIs and registered bilateral and multilateral [●]
institutions applying on a repatriation basis
Anchor Investors [●]

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 *Excluding electronic Bid cum Application Forms
Notes:
(1) Electronic Bid cum Application forms and the abridged prospectus will also be available for download on the
website of NSE (www.nseindia.com) and BSE (www.bseindia.com)
(2) Bid cum Application Forms for Anchor Investors shall be available at the offices of the BRLMs

In case of ASBA Forms, the relevant Designated Intermediaries shall upload the relevant bid details in the electronic bidding
system of the Stock Exchanges. For UPI Bidders using UPI Mechanism, the Stock Exchanges shall share the Bid details
(including UPI ID) with the Sponsor Banks on a continuous basis to enable the Sponsor Banks to initiate UPI Mandate
Request to RIBs for blocking of funds.

Designated Intermediaries (other than SCSBs) shall submit/ deliver the ASBA Forms (except Bid cum Application Forms
submitted by UPI Bidders Bidding through the UPI Mechanism) to the respective SCSB where the Bidder has a bank
account and shall not submit it to any non-SCSB bank or any Escrow Collection Bank(s). Stock Exchanges shall validate
the electronic bids with the records of the CDP for DP ID/Client ID and PAN, on a real time basis and bring inconsistencies
to the notice of the relevant Designated Intermediaries, for rectification and re-submission within the time specified by
Stock Exchanges. Stock Exchanges shall allow modification of either DP ID/Client ID or PAN ID, bank code and location
code in the Bid details already uploaded.

For ASBA Forms (other than UPI Bidders using UPI Mechanism) Designated Intermediaries (other than SCSBs) shall
submit/ deliver the ASBA Forms to the respective SCSB where the Bidder has an ASBA bank account and shall not submit
it to any non-SCSB bank or any Escrow Collection Bank. Stock Exchanges shall validate the electronic bids with the records
of the CDP for DP ID/Client ID and PAN, on a real time basis and bring inconsistencies to the notice of the relevant
Designated Intermediaries, for rectification and re-submission within the time specified by Stock Exchanges. Stock
Exchanges shall allow modification of either DP ID/Client ID or PAN ID, bank code and location code in the Bid details
already uploaded.

For UPI Bidders using UPI Mechanism, the Stock Exchanges shall share the Bid details (including UPI ID) with the Sponsor
Banks on a continuous basis through API integration to enable the Sponsor Banks to initiate UPI Mandate Request to UPI
Bidders for blocking of funds. The Sponsor Banks shall initiate request for blocking of funds through NPCI to UPI Bidders,
who shall accept the UPI Mandate Request for blocking of funds on their respective mobile applications associated with
UPI ID linked bank account. The NPCI shall maintain an audit trail for every Bid entered in the Stock Exchanges bidding
platform, and the liability to compensate UPI Bidders (Bidding through UPI Mechanism) in case of failed transactions shall
be with the concerned entity (i.e. the Sponsor Bank, NPCI or the issuer bank) at whose end the lifecycle of the transaction
has come to a halt. The NPCI shall share the audit trail of all disputed transactions/ investor complaints to the Sponsor
Banks and the issuer bank. The Sponsor Banks and the Bankers to the Offer shall provide the audit trail to the BRLMs for
analysing the same and fixing liability. For ensuring timely information to investors, SCSBs shall send SMS alerts for
mandate block and unblock including details specified in SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M
dated March 16, 2021, read with SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021, the SEBI
circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated April 20, 2022 and SEBI circular no.
SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022.

For all pending UPI Mandate Requests, the Sponsor Banks shall initiate requests for blocking of funds in the ASBA
Accounts of relevant Bidders with a confirmation cut-off time of 5:00 pm on the Bid/ Offer Closing Date (“Cut-Off
Time”). Accordingly, UPI Bidders Bidding through the UPI Mechanism should accept UPI Mandate Requests for blocking
off funds prior to the Cut-Off Time and all pending UPI Mandate Requests at the Cut-Off Time shall lapse.

The Sponsor Banks will undertake a reconciliation of Bid responses received from Stock Exchanges and sent to NPCI and
will also ensure that all the responses received from NPCI are sent to the Stock Exchanges platform with detailed error
code and description, if any. Further, the Sponsor Banks will undertake reconciliation of all Bid requests and responses
throughout their lifecycle on daily basis and share reports with the BRLMs in the format and within the timelines as
specified under the UPI Circulars. Sponsor Banks and issuer banks shall download UPI settlement files and raw data files
from the NPCI portal after every settlement cycle and do a three way reconciliation with UPI switch data, CBS data and
UPI raw data. NPCI is to coordinate with issuer banks and Sponsor Banks on a continuous basis.

The Sponsor Banks shall host a web portal for intermediaries (closed user group) from the date of Bid/Offer Opening Date
till the date of listing of the Equity Shares with details of statistics of mandate blocks/unblocks, performance of apps and

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UPI handles, down-time/network latency (if any) across intermediaries and any such processes having an impact/bearing
on the Offer Bidding process.

ELECTRONIC REGISTRATION OF BIDS

a. The Designated Intermediary may register the Bids using the on-line facilities of the Stock Exchanges. The
Designated Intermediaries can also set up facilities for off-line electronic registration of Bids, subject to the
condition that they may subsequently upload the off-line data file into the on-line facilities for Book Building on a
regular basis before the closure of the Offer.

b. On the Bid/Offer Closing Date, the Designated Intermediaries may upload the Bids till such time as may be
permitted by the Stock Exchanges and as disclosed in this Red Herring Prospectus.

c. Only Bids that are banked and uploaded on the Stock Exchanges Platform are considered for allocation/Allotment.
The Designated Intermediaries shall modify select fields uploaded in the Stock Exchange Platform during the
Bid/Offer Period till 5.00 pm on the Bid/Offer Closing Date after which the Stock Exchange(s) send the bid
information to the Registrar to the Offer for further processing.

d. QIBs and Non-Institutional Bidders can neither revise their bids downwards nor cancel/withdraw their bids.

The Equity Shares offered in the Offer have not been and will not be registered under the U.S. Securities Act or any
state securities laws in the United States, and unless so registered, may not be offered or sold within the United
States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of
the U.S. Securities Act and in accordance with any applicable U.S. state securities laws. Accordingly, the Equity
Shares are being offered and sold only outside the United States in ‘offshore transactions’ as defined in, and in
reliance on, Regulation S under the U.S. Securities Act and the applicable laws of the jurisdictions where such offers
and sales are made.

The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other jurisdiction
outside India and may not be offered or sold, and Bids may not be made by persons in any such jurisdiction, except
in compliance with the applicable laws of such jurisdiction.

Participation by Promoters and members of our Promoter Group of the Company, the Book Running Lead
Managers and the Syndicate Members

The BRLMs and the Syndicate Members shall not be allowed to purchase Equity Shares in this Offer in any manner, except
towards fulfilling their underwriting obligations. However, the associates and affiliates of the BRLMs and the Syndicate
Members may Bid for Equity Shares in the Offer, either in the QIB Portion or in the Non-Institutional Portion as may be
applicable to such Bidders, where the allocation is on a proportionate basis and such subscription may be on their own
account or on behalf of their clients. All categories of investors, including associates or affiliates of the BRLMs and
Syndicate Members, shall be treated equally for the purpose of allocation to be made on a proportionate basis.

Neither (i) the BRLMs or any associates of the BRLMs (except Mutual Funds sponsored by entities which are associates
of the BRLMs or insurance companies promoted by entities which are associate of BRLMs or AIFs sponsored by the
entities which are associate of the BRLMs or FPIs other than individuals, corporate bodies and family offices which are
associates of the BRLMs or pension funds sponsored by entities which are associates of the BRLMs) nor (ii) any “person
related to the Promoters/ Promoter Group” shall apply in the Offer under the Anchor Investor Portion.

For the purposes of this section, a QIB who has any of the following rights shall be deemed to be a “person related to the
Promoters/ Promoter Group”: (a) rights under a shareholders’ agreement or voting agreement entered into with the
Promoters or Promoter Group; (b) veto rights; or (c) right to appoint any nominee director on our Board.

Further, an Anchor Investor shall be deemed to be an associate of the BRLMs, if: (a) either of them controls, directly or
indirectly through its subsidiary or holding company, not less than 15% of the voting rights in the other; or (b) either of
them, directly or indirectly, by itself or in combination with other persons, exercises control over the other; or (c) there is a
common director, excluding a nominee director, amongst the Anchor Investor and the BRLMs.

The Promoters and members of our Promoter Group will not participate in the Offer, except to the extent of participation
by our Promoters and members of our Promoter Group in the Offer for Sale.

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Bids by Mutual Funds

With respect to Bids by Mutual Funds, a certified copy of their SEBI registration certificate must be lodged along with the
Bid cum Application Form. Failing this, our Company in consultation with the BRLMs reserve the right to reject any Bid
without assigning any reason thereof.

Bids made by asset management companies or custodians of Mutual Funds shall specifically state names of the concerned
schemes for which such Bids are made. In case of a Mutual Fund, a separate Bid can be made in respect of each scheme of
the Mutual Fund registered with SEBI and such Bids in respect of more than one scheme of the Mutual Fund will not be
treated as multiple Bids provided that the Bids clearly indicate the scheme concerned for which the Bid has been made.

No Mutual Fund scheme shall invest more than 10% of its NAV in equity shares or equity related instruments of any single
company provided that the limit of 10% shall not be applicable for investments in case of index funds or sector or industry
specific schemes. No Mutual Fund under all its schemes should own more than 10% of any company’s paid-up share capital
carrying voting rights.

Bids by Eligible Non-Resident Individuals

Eligible NRIs Bidding on a repatriation basis are advised to use the Bid cum Application Form meant for NonResidents
([●] in colour).

Eligible NRIs Bidding on non-repatriation basis are advised to use the Bid cum Application Form for residents ([●] in
colour).

Eligible NRIs may obtain copies of Bid cum Application Form from the offices of the Designated Intermediaries. Only
Bids accompanied by payment in Indian Rupees or freely convertible foreign exchange will be considered for Allotment.
Eligible NRI Bidders bidding on a repatriation basis by using the Non-Resident Forms should authorize their respective
SCSB or confirm or accept the UPI Mandate Request (in case of UPI Bidders Bidding through the UPI Mechanism) to
block their Non- Resident External (“NRE”) accounts (including UPI ID, if activated), or Foreign Currency Non-Resident
(“FCNR”) Accounts, and eligible NRI Bidders bidding on a nonrepatriation basis by using Resident Forms should authorize
their respective SCSB to block their Non-Resident Ordinary (“NRO”) accounts or confirm or accept the UPI mandate
request (in case of UPI Bidders using the UPI Mechanism) for the full Bid Amount, at the time of the submission of the
Bid cum Application Form. NRIs applying in the Offer through the UPI Mechanism are advised to enquire with the relevant
bank, whether their account is UPI linked, prior to submitting a Bid cum Application Form. Eligible NRIs Bidding on non-
repatriation basis are advised to use the Bid cum Application Form for residents ([●] in colour). Eligible NRIs Bidding on
a repatriation basis are advised to use the Bid cum Application Form meant for Non-Residents ([●] in colour). Participation
by Eligible NRIs in the Offer shall be subject to the FEMA Rules. Only Bids accompanied by payment in Indian rupees or
fully converted foreign exchange will be considered for Allotment. By way of Press Note 1 (2021 Series) dated March 19,
2021, issued by the DPIIT, it has been clarified that an investment made by an Indian entity which is owned and controlled
by NRIs on a non-repatriation basis, shall not be considered for calculation of indirect foreign investment. For details of
investment by NRIs, please see section titled “Restrictions on Foreign Ownership of Indian Securities” on page 428.

In accordance with the FEMA Rules, the total holding by any individual NRI, on a repatriation basis, shall not exceed 5%
of the total paid-up equity capital on a fully diluted basis or shall not exceed 5% of the paid-up value of each series of
debentures or preference shares or share warrants issued by an Indian company and the total holdings of all NRIs and OCIs
put together shall not exceed 10% of the total paid-up equity capital on a fully diluted basis or shall not exceed 10% of the
paid-up value of each series of debentures or preference shares or share warrant. Provided that the aggregate ceiling of 10%
may be raised to 24% if a special resolution to that effect is passed by the general body of the Indian company. The limits
of investments by NRIs and OCIs has been increased from 10% to 12% of the paid-up equity share capital of the Company
provided that the shareholding of each NRI or OCI in the Company shall not exceed 5% of the paid-up equity share capital
on a fully dilutes basis or such other limit as may be stipulated by RBI in each case from time to time by passing a special
resolution.

Bids by Hindu Undivided Families

Bids by Hindu Undivided Families or HUFs should be made in the individual name of the Karta. The Bidder/Applicant
should specify that the Bid is being made in the name of the HUF in the Bid cum Application Form/Application Form as
follows: “Name of sole or first Bidder/Applicant: XYZ Hindu Undivided Family applying through XYZ, where XYZ is the
name of the karta”. Bids/Applications by HUFs will be considered at par with Bids/Applications from individuals.

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Bids by Foreign Portfolio Investors

In terms of the SEBI FPI Regulations, the investment in Equity Shares by a single FPI or an investor group (which means
multiple entities registered as FPIs and directly or indirectly having common ownership of more than 50% or common
control) must be below 10% of our post-Offer Equity Share capital. Further, in terms of the FEMA Non-debt Rules, the
total holding by each FPI or an investor group shall be below 10% of the total paid-up Equity Share capital of our Company
and the total holdings of all FPIs put together with effect from April 1, 2020, can be up to the sectoral cap applicable to the
sector in which our Company operates. In terms of the FEMA NonDebt Rules, for calculating the aggregate holding of FPIs
in a company, holding of all registered FPIs shall be included.

In case of Bids made by FPIs, a certified copy of the certificate of registration issued under the SEBI FPI Regulations is
required to be attached to the Bid cum Application Form, failing which our Company reserves the right to reject any Bid
without assigning any reason. FPIs who wish to participate in the Offer are advised to use the Bid cum Application Form
for Non-Residents ([●] in colour).

To ensure compliance with the above requirement, SEBI, pursuant to its circular dated July 13, 2018, has directed that at
the time of finalisation of the Basis of Allotment, the Registrar shall (i) use the PAN issued by the Income Tax Department
of India for checking compliance for a single FPI; and (ii) obtain validation from Depositories for the FPIs who have
invested in the Offer to ensure there is no breach of the investment limit, within the timelines for issue procedure, as
prescribed by SEBI from time to time.

A FPI may purchase or sell equity shares of an Indian company which is listed or to be listed on a recognized stock exchange
in India, and/ or may purchase or sell securities other than equity instruments. FPIs are permitted to participate in the Offer
subject to compliance with conditions and restrictions which may be specified by the Government from time to time. In
terms of the FEMA Non-debt Rules, for calculating the aggregate holding of FPIs in a company, holding of all registered
FPIs shall be included.

Subject to compliance with all applicable Indian laws, rules, regulations, guidelines and approvals in terms of Regulation
21 of the SEBI FPI Regulations, an FPI, may issue, subscribe to or otherwise deal in offshore derivative instruments (as
defined under the SEBI FPI Regulations as any instrument, by whatever name called, which is issued overseas by a FPI
against securities held by it in India, as its underlying) directly or indirectly, only in the event (i) such offshore derivative
instruments are issued only by persons registered as Category I FPIs; (ii) such offshore derivative instruments are issued
only to persons eligible for registration as Category I FPIs; (iii) such offshore derivative instruments are issued after
compliance with ‘know your client’ norms; and (iv) such other conditions as may be specified by SEBI from time to time.
In case the total holding of an FPI increases beyond 10% of the total paid-up Equity Share capital, on a fully diluted basis
or 10% or more of the paid-up value of any series of debentures or preference shares or share warrants issued that may be
issued by our Company, the total investment made by the FPI will be re-classified as FDI subject to the conditions as
specified by SEBI and the RBI in this regard and our Company and the investor will be required to comply with applicable
reporting requirements.

An FPI issuing offshore derivate instruments is also required to ensure that any transfer of derivative instrument is made
by, or on behalf of it subject to, inter alia, the following conditions:

a. each offshore derivative instruments are transferred to persons subject to fulfilment of SEBI FPI Regulations; and

b. prior consent of the FPI is obtained for such transfer, except when the persons to whom the offshore derivative
instruments are to be transferred to are pre-approved by the FPI.

The FPIs who wish to participate in the Offer are advised to use the Bid cum Application Form for non-residents. Further,
Bids received from FPIs bearing the same PAN will be treated as multiple Bids and are liable to be rejected, except for Bids
from FPIs that utilize the multiple investment manager structure in accordance with the Operational Guidelines for Foreign
Portfolio Investors and Designated Depository Participants which were issued in November 2019 to facilitate
implementation of SEBI (Foreign Portfolio Investors) Regulations, 2019 (such structure “MIM Structure”) provided such
Bids have been made with different beneficiary account numbers, Client IDs and DP IDs. Accordingly, it should be noted
that multiple Bids received from FPIs, who do not utilize the MIM Structure, and bear the same PAN, are liable to be
rejected. In order to ensure valid Bids, FPIs making multiple Bids using the same PAN, and with different beneficiary
account numbers, Client IDs and DP IDs, were required to provide a confirmation along with each of their Bid cum
Application Forms that the relevant FPIs making multiple Bids utilize the MIM Structure and indicate the names of their

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respective investment managers in such confirmation. In the absence of such confirmation from the relevant FPIs, such
multiple Bids will be rejected. Further, in the following cases, the bids by FPIs will not be considered as multiple Bids
involving (i) the MIM Structure and indicating the name of their respective investment managers in such confirmation; (ii)
offshore derivative instruments (“ODI”) which have obtained separate FPI registration for ODI and proprietary derivative
investments; (iii) sub funds or separate class of investors with segregated portfolio who obtain separate FPI registration;
(iv) FPI registrations granted at investment strategy level/sub fund level where a collective investment scheme or fund has
multiple investment strategies/sub-funds with identifiable differences and managed by a single investment manager; (v)
multiple branches in different jurisdictions of foreign bank registered as FPIs; (vi) Government and Government related
investors registered as Category I FPIs; and (vii) Entities registered as Collective Investment Scheme having multiple share
classes.

Bids by SEBI registered Venture Capital Funds, Alternative Investment Funds and Foreign Venture Capital
Investors

The SEBI AIF Regulations prescribe, amongst others, the investment restrictions on AIFs. Post the repeal of the Securities
and Exchange Board of India (Venture Capital Funds) Regulations, 1996, venture capital funds which have not re-registered
as AIFs under the SEBI AIF Regulations shall continue to be regulated by the SEBI VCF Regulations until the existing
fund or scheme managed by the fund is wound up and such fund shall not launch any new scheme after the notification of
the SEBI AIF Regulations. The SEBI FVCI Regulations prescribe the investment restrictions on FVCIs.

Accordingly, the holding in any company by any individual VCF or FVCI registered with SEBI should not exceed 25% of
the corpus of the VCF or FVCI. Further, VCFs or FVCIs can invest only up to 33.33% of the investible funds in various
prescribed instruments, including in public offering.

Category I and II AIFs cannot invest more than 25% of the investible funds in one investee company. However, large value
funds for accredited investors of Category I AIFs and Category II AIFs may invest up to 50% of the investible funds in an
investee company. A Category III AIF cannot invest more than 10% of the investible funds in one Investee Company.
However, large value funds for accredited investors of Category III AIFs may invest up to 20% of the investible funds in
an investee company. A VCF registered as a Category I AIF, as defined in the SEBI AIF Regulations, cannot invest more
than one-third of its investible funds by way of subscription to an initial public offering of a venture capital undertaking
whose shares are proposed to be listed. Additionally, the VCFs which have not re-registered as an AIF under the SEBI AIF
Regulations shall continue to be regulated by the SEBI VCF Regulations until the existing fund or scheme managed by the
fund is wound up and such funds shall not launch any new scheme after the notification of the SEBI AIF Regulations.

All non-resident investors should note that refunds (in case of Anchor Investors), dividends and other distributions,
if any, will be payable in Indian Rupees only and net of bank charges and commission.

Our Company or the BRLMs will not be responsible for loss, if any, incurred by the Bidder on account of conversion of
foreign currency.

Bids by limited liability partnerships

In case of Bids made by limited liability partnerships registered under the Limited Liability Partnership Act, 2008, a
certified copy of certificate of registration issued under the Limited Liability Partnership Act, 2008, must be attached to the
Bid cum Application Form. Failing this, our Company in consultation with the BRLMs reserves the right to reject any Bid
without assigning any reason thereof.

Bids by banking companies

In case of Bids made by banking companies registered with RBI, certified copies of: (i) the certificate of registration issued
by RBI, and (ii) the approval of such banking company’s investment committee are required to be attached to the Bid cum
Application Form, failing which our Company in consultation with the BRLMs reserve the right to reject any Bid without
assigning any reason. The investment limit for banking companies in non-financial services companies as per the Banking
Regulation Act, 1949, as amended, (the “Banking Regulation Act”), and the Master Directions – RBI (Financial Services
provided by Banks) Directions, 2016, as amended, is 10% of the paid-up share capital of the investee company, not being
its subsidiary engaged in non-financial services, or 10% of the bank’s own paid-up share capital and reserves, whichever is
lower. Further, the aggregate investment by a banking company in subsidiaries and other entities engaged in financial
services company cannot exceed 20% of the investee company’s paid up share capital and reserves. However, a banking
company would be permitted to invest in excess of 10% but not exceeding 30% of the paid-up share capital of such investee

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company if (i) the investee company is engaged in non-financial activities permitted for banks in terms of Section 6(1) of
the Banking Regulation Act, or (ii) the additional acquisition is through restructuring of debt/corporate debt
restructuring/strategic debt restructuring, or to protect the bank’s interest on investment made to a company. The bank is
required to submit a time-bound action plan for disposal of such shares within a specified period to the RBI. A banking
company would require a prior approval of the RBI to make (i) investment in excess of 30% of the paid-up share capital of
the investee company, (ii) investment in a subsidiary and a financial services company that is not a subsidiary (with certain
exceptions prescribed), and (iii) investment in a non-financial services company in excess of 10% of such investee
company’s paid-up share capital as stated in 5(a)(v)(c)(i) of the RBI (Financial Services provided by Banks) Directions,
2016, as amended.

Bids by Self Certified Syndicate Banks

SCSBs participating in the Offer are required to comply with the terms of the SEBI circulars (Nos. CIR/CFD/DIL/12/2012
and CIR/CFD/DIL/1/2013) dated September 13, 2012 and January 2, 2013. Such SCSBs are required to ensure that for
making applications on their own account using ASBA, they should have a separate account in their own name with any
other SEBI registered SCSBs. Further, such account shall be used solely for the purpose of making application in public
issues and clear demarcated funds should be available in such account for such applications.

Bids by insurance companies

In case of Bids made by insurance companies registered with the IRDAI, a certified copy of certificate of registration issued
by IRDAI must be attached to the Bid cum Application Form. Failing this, our Company in consultation with the BRLMs
reserve the right to reject any Bid without assigning any reason thereof. The exposure norms for insurers, prescribed under
the Insurance Regulatory and Development Authority of India (Investment) Regulations, 2016, as amended, are broadly set
forth below:

a. equity shares of a company: the lower of 10%* of the outstanding equity shares (face value) or 10% of the respective
fund in case of life insurer or 10% of investment assets in case of general insurer or reinsurer or health insurer;

b. the entire group of the investee company: not more than 15% of the respective fund in case of a life insurer or 15%
of investment assets in case of a general insurer or reinsurer or health insurer or 15% of the investment assets in all
companies belonging to the group, whichever is lower; and

c. the industry sector in which the investee company operates: not more than 15% of the fund of a life insurer or a
general insurer or a reinsurer or health insurer or 15% of the investment asset, whichever is lower.

d. The maximum exposure limit, in the case of an investment in equity shares, cannot exceed the lower of an amount
of 10% of the investment assets of a life insurer or general insurer and the amount calculated under (a), (b) and (c)
above, as the case may be.

* The above limit of 10% shall stand substituted as 15% of outstanding equity shares (face value) for insurance companies
with investment assets of ₹25,000,000 Lakh or more and 12% of outstanding equity shares (face value) for insurers with
investment assets of ₹5,000,000 Lakh or more but less than ₹ 25,000,000 Lakh.

Insurance companies participating in this Offer shall comply with all applicable regulations, guidelines and circulars issued
by IRDAI from time to time.

Bids by provident funds/pension funds

In case of Bids made by provident funds/pension funds, subject to applicable laws, with minimum corpus of ₹2,500 Lakh
registered with the Pension Fund Regulatory and Development Authority established under sub- section (1) of section 3 of
Pension Fund Regulatory and Development Authority Act, 2023, a certified copy of a certificate from a chartered
accountant certifying the corpus of the provident fund/pension fund must be attached to the Bid cum Application Form.
Failing this, our Company in consultation with the BRLMs reserves the right to reject any Bid, without assigning any reason
thereof.

Bids under Power of Attorney

In case of Bids made pursuant to a power of attorney or by limited companies, corporate bodies, registered societies, Eligible
FPIs, Mutual Funds, insurance companies, insurance funds set up by the army, navy or air force of the India, insurance

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funds set up by the Department of Posts, India or the National Investment Fund and provident funds with a minimum corpus
of ₹ 2,500 Lakh (subject to applicable law) and pension funds with a minimum corpus of ₹ 2,500 Lakh, a certified copy of
the power of attorney or the relevant resolution or authority, as the case may be, along with a certified copy of the
memorandum of association and articles of association and/or bye laws must be lodged along with the Bid cum Application
Form. Failing this, our Company in consultation with the BRLMs reserve the right to accept or reject any Bid in whole or
in part, in either case, without assigning any reason thereof.

Our Company in consultation with the BRLMs in their absolute discretion, reserve the right to relax the above condition of
simultaneous lodging of the power of attorney along with the Bid cum Application Form subject to the terms and conditions
that our Company in consultation with the BRLMs may deem fit.

Bids by Systemically Important Non-Banking Financial Companies

In case of Bids made by Systemically Important NBFCs registered with RBI, certified copies of: (i) the certificate of
registration issued by RBI, (ii) certified copy of its last audited financial statements on a standalone basis and a net worth
certificate from its statutory auditors, and (iii) such other approval as may be required by the Systemically Important
NBFCs, are required to be attached to the Bid cum Application Form. Failing this, our Company in consultation with the
BRLMs, reserves the right to reject any Bid without assigning any reason thereof. Systemically Important NBFCs
participating in the Offer shall comply with all applicable regulations, guidelines and circulars issued by RBI from time to
time.

The investment limit for Systemically Important NBFCs shall be as prescribed by RBI from time to time.

Bids by Anchor Investors

In accordance with the SEBI ICDR Regulations, in addition to details and conditions mentioned in this section the key
terms for participation by Anchor Investors are provided below:

a. Anchor Investor Application Forms will be made available for the Anchor Investor Portion at the offices of the
BRLMs.

b. The Bid was required to be for a minimum of such number of Equity Shares so that the Bid Amount exceeds ₹
1,000 Lakhs. A Bid could not be submitted for over 60% of the QIB Portion. In case of a Mutual Fund, separate
bids by individual schemes of a Mutual Fund were aggregated to determine the minimum application size of ₹
1,000 Lakhs.

c. One-third of the Anchor Investor Portion will be reserved for allocation to domestic Mutual Funds.

d. Bidding for Anchor Investors opened one Working Day before the Bid/Offer Opening Date and will completed on
the same day.

e. Our Company, in consultation with the BRLMs, finalised allocation to the Anchor Investors on a discretionary
basis, provided that the minimum number of Allottees in the Anchor Investor Portion was not less than:

• maximum of two Anchor Investors, where allocation under the Anchor Investor Portion is up to ₹ 1,000
Lakhs;

• minimum of two and maximum of 15 Anchor Investors, where the allocation under the Anchor Investor
Portion is more than ₹1,000 Lakhs but up to ₹ 25,000 Lakhs, subject to a minimum Allotment of ₹ 500
Lakhs per Anchor Investor; and

• in case of allocation above ₹ 25,000 Lakhs under the Anchor Investor Portion, a minimum of five such
investors and a maximum of 15 Anchor Investors for allocation up to ₹ 25,000 Lakhs, and an additional 10
Anchor Investors for every additional ₹ 25,000 Lakhs, subject to minimum Allotment of ₹ 500 Lakhs per
Anchor Investor.

f. Allocation to Anchor Investors will be completed on the Anchor Investor Bid/Offer Period. The number of Equity
Shares allocated to Anchor Investors and the price at which the allocation will be made, is required to be made
available in the public domain by the BRLMs before the Bid/Offer Opening Date, through intimation to the Stock

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 Exchanges.

g. If the Offer Price is greater than the Anchor Investor Allocation Price, the additional amount being the difference
between the Offer Price and the Anchor Investor Allocation Price will be payable by the Anchor Investors on the
Anchor Investor Pay-in Date specified in the CAN. If the Offer Price is lower than the Anchor Investor Allocation
Price, Allotment to successful Anchor Investors will be at the higher price, i.e., the Anchor Investor Offer Price

h. 50% Equity Shares allotted to Anchor Investors shall be locked–in for a period of 90 days from the date of
Allotment, whereas, the remaining 50% shall be locked-in for a period of 30 days from the date of Allotment.

i. i) Neither the (i) BRLMs or any associate of the BRLMs (other than mutual funds sponsored entities which are
associates of the BRLMs or insurance companies promoted by entities which are associates of the BRLMs or AIFs
sponsored by the entities which are associates of the BRLMs or FPIs other than individuals, corporate bodies and
family offices which are associates of the BRLMs or pension funds sponsored by entities which are associates of
the BRLMs); nor (ii) any person related to the Promoters or Promoter Group can apply under the Anchor Investor
Portion.

j. Bids made by QIBs under both the Anchor Investor Portion and the QIB Portion were not considered multiple Bids.

In accordance with existing regulations issued by the RBI, OCBs cannot participate in this Offer.

The above information is given for the benefit of the Bidders. Our Company, the Selling Shareholders and the
BRLMs are not liable for any amendments or modification or changes in applicable laws or regulations, which may
occur after the date of this Red Herring Prospectus. Bidders are advised to make their independent investigations
and ensure that any single Bid from them does not exceed the applicable investment limits or maximum number of
the Equity Shares that can be held by them under applicable law or regulation or as specified in this Red Herring
Prospectus and the Prospectus.

Information for Bidders

The relevant Designated Intermediary will enter a maximum of three Bids at different price levels opted in the Bid cum
Application Form and such options are not considered as multiple Bids. It is the Bidder’s responsibility to obtain the
acknowledgment slip from the relevant Designated Intermediary. The registration of the Bid by the Designated Intermediary
does not guarantee that the Equity Shares shall be allocated/Allotted. Such Acknowledgement Slip will be non-negotiable
and by itself will not create any obligation of any kind. When a Bidder revises his or her Bid, he /she shall surrender the
earlier Acknowledgement Slip and may request for a revised acknowledgment slip from the relevant Designated
Intermediary as proof of his or her having revised the previous Bid. In relation to electronic registration of Bids, the
permission given by the Stock Exchanges to use their network and software of the electronic bidding system should not in
any way be deemed or construed to mean that the compliance with various statutory and other requirements by our
Company, the Selling Shareholders, and/or the BRLMs are cleared or approved by the Stock Exchanges; nor does it in any
manner warrant, certify or endorse the correctness or completeness of compliance with the statutory and other requirements,
nor does it take any responsibility for the financial or other soundness of our Company, the management or any scheme or
project of our Company; nor does it in any manner warrant, certify or endorse the correctness or completeness of any of
the contents of the Red Herring Prospectus; nor does it warrant that the Equity Shares will be listed or will continue to be
listed on the Stock Exchanges.

General Instructions

Please note that QIBs and Non-Institutional Investors are not permitted to withdraw their Bid(s) or lower the size of their
Bid(s) (in terms of quantity of Equity Shares or the Bid Amount) at any stage. Retail Individual Bidders can revise or
withdraw their Bid(s) until the Bid/ Offer Closing Date. Anchor Investors are not allowed to withdraw or lower the size of
their Bids after the Anchor Investor Bidding Date.

Do’s:
1.

1. Investors must ensure that their PAN is linked with Aadhaar and are in compliance with Central Board of Direct
Taxes notification dated February 13, 2020 and press release dated June 25, 2021.

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2. Check if you are eligible to apply as per the terms of this Red Herring Prospectus and under applicable law, rules,
regulations, guidelines and approvals. All Bidders (other than Anchor Investors) should submit their Bids through
the ASBA process only;

3. Ensure that you have Bid within the Price Band;

4. Read all the instructions carefully and complete the Bid cum Application Form, as the case may be, in the prescribed
form;

• Ensure that you (other than the Anchor Investors) have mentioned the correct details of ASBA Account
(i.e. bank account number or UPI ID, as applicable) in the Bid cum Application Form if you are not an UPI
Bidder Bidding through the UPI Mechanism in the Bid cum Application Form and if you are an RIB using
the UPI Mechanism ensure that you have mentioned the correct UPI ID (with maximum length of 45
characters including the handle) in the Bid cum Application Form;

• Ensure that your Bid cum Application Form bearing the stamp of a Designated Intermediary is submitted
to the Designated Intermediary at the Bidding Centre within the prescribed time. UPI Bidders using UPI
Mechanism, may submit their ASBA Forms with Syndicate Members, Registered Brokers, RTAs or CDPs
and should ensure that the ASBA Form contains the stamp of such Designated Intermediary;

• Ensure that you have funds equal to the Bid Amount in the ASBA Account maintained with the SCSB,
before submitting the ASBA Form to any of the Designated Intermediaries;

• In case of joint Bids, ensure that first Bidder is the ASBA Account holder (or the UPI-linked bank account
holder, as the case may be) and the signature of the first Bidder is included in the Bid cum Application
Form;

• Ensure that the signature of the first Bidder in case of joint Bids, is included in the Bid cum Application
Forms;

• Ensure that you request for and receive a stamped acknowledgement counterfoil of the Bid cum Application
Form for all your Bid options from the concerned Designated Intermediary;

• Ensure that the name(s) given in the Bid cum Application Form is/are exactly the same as the name(s) in
which the beneficiary account is held with the Depository Participant. In case of joint Bids, the Bid cum
Application Form should contain only the name of the first Bidder whose name should also appear as the
first holder of the beneficiary account held in joint names. Ensure that the signature of the First Bidder is
included in the Bid cum Application Forms;

• UPI Bidders bidding in the Offer to ensure that they shall use only their own ASBA Account or only their
own bank account linked UPI ID which is UPI 2.0 certified by NPCI (only for UPI Bidders using the UPI
Mechanism) to make an application in the Offer and not ASBA Account or bank account linked UPI ID of
any third party;

• Ensure that you submit the revised Bids to the same Designated Intermediary, through whom the original
Bid was placed and obtain a revised acknowledgment;

• Retail Individual Bidders not using the UPI Mechanism, should submit their Bid cum Application Form
directly with SCSBs and not with any other Designated Intermediary;

• Ensure that you have correctly signed the authorisation/undertaking box in the Bid cum Application Form
or have otherwise provided an authorisation to the SCSB or Sponsor Bank, as applicable, via the electronic
mode, for blocking funds in the ASBA Account equivalent to the Bid Amount mentioned in the Bid cum
Application Form, as the case may be, at the time of submission of the Bid. In case of UPI Bidders

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 submitting their Bids and participating in the Offer through the UPI Mechanism, ensure that you authorise
the UPI Mandate Request raised by the Sponsor Banks for blocking of funds equivalent to Bid Amount and
subsequent debit of funds in case of Allotment;

• Except for Bids (i) on behalf of the Central or State Governments and the officials appointed by the courts,
who, in terms of the SEBI circular no. MRD/DoP/Cir-20/2008 dated June 30, 2008, may be exempt from
specifying their PAN for transacting in the securities market, (ii) submitted by investors who are exempt
from the requirement of obtaining/specifying their PAN for transacting in the securities market, and (iii)
Bids by persons resident in the state of Sikkim, who, in terms of a SEBI circular dated July 20, 2006, may
be exempted from specifying their PAN for transacting in the securities market, all Bidders should mention
their PAN allotted under the IT Act. The exemption for the Central or the State Government and officials
appointed by the courts and for investors residing in the State of Sikkim is subject to (a) the Demographic
Details received from the respective depositories confirming the exemption granted to the beneficiary
owner by a suitable description in the PAN field and the beneficiary account remaining in “active status”;
and (b) in the case of residents of Sikkim, the address as per the Demographic Details evidencing the same.
All other applications in which PAN is not mentioned will be rejected;

• Ensure that the Demographic Details are updated, true and correct in all respects;

• Ensure that thumb impressions and signatures other than in the languages specified in the Eighth Schedule
to the Constitution of India are attested by a Magistrate or a Notary Public or a Special Executive Magistrate
under official seal;

• Ensure that the category and the investor status is indicated in the Bid cum Application Form;

• Ensure that in case of Bids under power of attorney or by limited companies, corporates, trust, etc., relevant
documents are submitted;

• Ensure that Bids submitted by any person resident outside India is in compliance with applicable foreign
and Indian laws;

• Since the Allotment will be in demat form only, ensure that the Bidder’s depository account is active, the
correct DP ID, Client ID, the PAN, UPI ID, if applicable, are mentioned in their Bid cum Application Form
and that the name of the Bidder, the DP ID, Client ID, the PAN and UPI ID, if applicable, entered into the
online IPO system of the Stock Exchanges by the relevant Designated Intermediary, as applicable, matches
with the name, DP ID, Client ID, PAN and UPI ID, if applicable, available in the Depository database;

• UPI Bidders who wish to revise their Bids using the UPI Mechanism, should submit the revised Bid with
the Designated Intermediaries, pursuant to which RIBs should ensure acceptance of the UPI Mandate
Request received from the Sponsor Banks to authorise blocking of funds equivalent to the revised Bid
Amount in the RIB’s ASBA Account;

• In case of QIBs and NIBs, ensure that while Bidding through a Designated Intermediary, the ASBA Form
is submitted to a Designated Intermediary in a Bidding Centre and that the SCSB where the ASBA Account,
as specified in the ASBA Form, is maintained has named at least one branch at that location for the
Designated Intermediary to deposit ASBA Forms (a list of such branches is available on the website of
SEBI at http://www.sebi.gov.in);

• Anchor Investors should submit the Anchor Investor Application Forms to the BRLMs;

• Ensure that you have accepted the UPI Mandate Request received from the Sponsor Banks by 5:00 p.m. on
the Bid/ Offer Closing Date;

• FPIs making MIM Bids using the same PAN, and different beneficiary account numbers, Client IDs and

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 DP IDs, are required to submit a confirmation that their Bids are under the MIM structure and indicate the
name of their investment managers in such confirmation which shall be submitted along with each of their
Bid cum Application Forms. In the absence of such confirmation from the relevant FPIs, such MIM Bids
shall be rejected;

• RIBs shall ensure that details of the Bid are reviewed and verified by opening the attachment in the UPI
Mandate Request and then proceed to authorize the UPI Mandate Request using his/her UPI PIN. Upon the
authorization of the mandate using his/her UPI PIN, an RIB may be deemed to have verified the attachment
containing the application details of the RIB in the UPI Mandate Request and have agreed to block the
entire Bid Amount and authorized the Sponsor Banks to block the Bid Amount mentioned in the Bid Cum
Application Form;

• Ensure that while Bidding through a Designated Intermediary, the Bid cum Application Form (other than
for Anchor Investors and UPI Bidders Bidding through the UPI Mechanism) is submitted to a Designated
Intermediary in a Bidding Centre and that the SCSB where the ASBA Account, as specified in the ASBA
Form, is maintained has named at least one branch at that location for the Designated Intermediary to
deposit ASBA Forms (a list of such branches is available on the website of SEBI at www.sebi.gov.in).

• Ensure sufficient balance in the relevant ASBA account.

The Bid cum Application Form is liable to be rejected if the above instructions, as applicable, are not
complied with.
Application made using incorrect UPI handle or using a bank account of an SCSB or SCSBs which is not
mentioned in the Annexure ‘A’ to the SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July
26, 2019 is liable to be rejected.

Don’ts:

1. Do not Bid for lower than the minimum Bid size;

2. Do not Bid/revise Bid Amount to less than the Floor Price or higher than the Cap Price;

3. Do not Bid for a Bid Amount exceeding ₹ 200,000 (for Bids by Retail Individual Bidders);

4. Do not pay the Bid Amount in cheques, demand drafts or by cash, money order, postal order or by stock invest;

5. Do not send Bid cum Application Forms by post; instead submit the same to the Designated Intermediary only;

6. Do not Bid at Cut-off Price (for Bids by QIBs and Non-Institutional Bidders);

7. Do not instruct your respective banks to release the funds blocked in the ASBA Account under the ASBA process;

8. Do not submit the Bid for an amount more than funds available in your ASBA account.

9. Do not submit Bids on plain paper or on incomplete or illegible Bid cum Application Forms or on Bid cum
Application Forms in a colour prescribed for another category of a Bidder;

10. In case of ASBA Bidders, do not submit more than one ASBA Forms per ASBA Account;

11. If you are a RIB and are using UPI mechanism, do not submit more than one ASBA Form for each UPI ID;

12. Anchor Investors should not Bid through the ASBA process;

13. Do not submit the ASBA Forms to any Designated Intermediary that is not authorised to collect the relevant ASBA
Forms or to our Company;

14. Do not Bid on a Bid cum Application Form that does not have the stamp of the relevant Designated Intermediary;

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15. Do not submit the General Index Register (GIR) number instead of the PAN;

16. Do not submit incorrect details of the DP ID, Client ID, PAN and UPI ID, if applicable, or provide details for a
beneficiary account which is suspended or for which details cannot be verified by the Registrar to the Offer;

17. Do not submit a Bid in case you are not eligible to acquire Equity Shares under applicable law or your relevant
constitutional documents or otherwise;

18. Do not Bid if you are not competent to contract under the Indian Contract Act, 1872 (other than minors having
valid depository accounts as per Demographic Details provided by the depository);

19. Do not submit a Bid/revise a Bid Amount, with a price less than the Floor Price or higher than the Cap Price;

20. Do not submit your Bid after 5.00 pm on the Bid/Offer Closing Date;

21. If you are a QIB, do not submit your Bid after 3:00 pm on the QIB Bid/Offer Closing Date; (for online applications)
and after 12:00 p.m. on the Bid/ Offer Closing Date (for Physical Applications)

22. Do not Bid on another ASBA Form or the Anchor Investor Application Form, as the case may be, after you have
submitted a Bid to any of the Designated Intermediaries;

23. Do not Bid for Equity Shares in excess of what is specified for each category;

24. Do not fill up the Bid cum Application Form such that the Equity Shares Bid for, exceeds the Offer size and/or
investment limit or maximum number of the Equity Shares that can be held under applicable laws or regulations or
maximum amount permissible under applicable laws or regulations, or under the terms of this Red Herring
Prospectus;

25. Do not withdraw your Bid or lower the size of your Bid (in terms of quantity of the Equity Shares or the Bid
Amount) at any stage, if you are a QIB or a Non-Institutional Bidder. Retail Individual Bidders can revise or
withdraw their Bids on or before the Bid/Offer Closing Date;

26. Do not submit Bids to a Designated Intermediary at a location other than the Bidding Centres;

27. If you are an RIB which is submitting the ASBA Form with any of the Designated Intermediaries and using your
UPI ID for the purpose of blocking of funds, do not use any third-party bank account or third party linked bank
account UPI ID;

28. Do not link the UPI ID with a bank account maintained with a bank that is not UPI 2.0 certified by the NPCI in
case of Bids submitted by UPI Bidders using the UPI Mechanism;

29. Do not submit more than one Bid cum Application Form for each UPI ID in case of UPI Bidders Bidding through
the UPI Mechanism;

30. Do not submit a Bid cum Application Form with a third-party UPI ID or using a third-party bank account (in case
of Bids submitted by UPI Bidders using the UPI Mechanism);

31. In case of ASBA Bidders (other than 3-in-1 Bids), Syndicate Members shall ensure that they do not upload any
bids above ₹ 5 Lakhs;

32. UPI Bidders Bidding through the UPI Mechanism using the incorrect UPI handle or using a bank account of an
SCSB or bank which is not mentioned in the list provided on the SEBI website is liable to be rejected; and

33. Do not Bid if you are an OCB.

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 34. The Bidder does not have sufficient balance in relevant ASBA account

The Bid cum Application Form is liable to be rejected if the above instructions, as applicable, are not complied with.

Grounds for Technical Rejection

In addition to the grounds for rejection of Bids on technical grounds as provided in the GID, Bidders were requested to note
that Bids could be rejected on the following additional technical grounds:

1. Bids submitted without instruction to the SCSBs to block the entire Bid Amount;
2. Bids which do not contain details of the Bid Amount and the bank account details in the ASBA Form;

3. Bids submitted on a plain paper;

4. Bids submitted by UPI Bidders using the UPI Mechanism through an SCSBs and/or using a mobile application or
UPI handle, not listed on the website of SEBI;

5. Bids under the UPI Mechanism submitted by UPI Bidders using third party bank accounts or using a third party
linked bank account UPI ID (subject to availability of information regarding third party account from Sponsor
Bank);

6. ASBA Form submitted to a Designated Intermediary does not bear the stamp of the Designated Intermediary;

7. Bids submitted without the signature of the first Bidder or sole Bidder;

8. The ASBA Form not being signed by the account holders, if the account holder is different from the Bidder;

9. ASBA Form by the RIBs by using third party bank accounts or using third party linked bank account UPI IDs;

10. Bids by persons for whom PAN details have not been verified and whose beneficiary accounts are “suspended for
credit” in terms of SEBI circular CIR/MRD/DP/ 22 /2010 dated July 29, 2010;

11. GIR number furnished instead of PAN;

12. Bids by RIBs with Bid Amount of a value of more than ₹ 200,000 (net of retail discount);

13. Bids by persons who are not eligible to acquire Equity Shares in terms of all applicable laws, rules, regulations,
guidelines and approvals;

14. Bids accompanied by stock invest, money order, postal order or cash; and

15. Bids uploaded by QIBs after 4.00 pm on the QIB Bid/ Offer Closing Date and by Non-Institutional Bidders
uploaded after 4.00 p.m. on the Bid/ Offer Closing Date, and Bids by RIBs uploaded after 5.00 p.m. on the Bid/
Offer Closing Date, unless extended by the Stock Exchanges.

Further, in case of any pre-Offer or post Offer related issues regarding share certificates/demat credit/refund
orders/unblocking etc., investors shall reach out to the Company Secretary and Compliance Officer. For details of our
Company Secretary and Compliance Officer, please see section titled “General Information” on page 82.

In case of any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI
Mechanism) exceeding two Working Days from the Bid/ Offer Closing Date, the Bidder shall be compensated at a uniform
rate of ₹100 per day or 15% per annum of the Bid Amount for the entire duration of delay exceeding two Working Days
from the Bid/ Offer Closing Date by the intermediary responsible for causing such delay in unblocking. The BRLMs shall,
in their sole discretion, identify and fix the liability on such intermediary or entity responsible for such delay in unblocking.

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The BRLMs shall be the nodal entity for any issues arising out of public issuance process. In terms of Regulation 23(5) and
Regulation 52 of SEBI ICDR Regulations, the timelines and processes mentioned in SEBI RTA Master Circular shall
continue to form part of the agreements being signed between the intermediaries involved in the public issuance process
and the BRLMs shall continue to coordinate with intermediaries involved in the said process.

For helpline details of the BRLMs pursuant to the SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021,
please see section titled “General Information – Book Running Lead Managers” on page 82.

Names of entities responsible for finalising the basis of allotment in a fair and proper manner

The authorised employees of the Designated Stock Exchange, along with the BRLMs and the Registrar, shall ensure that
the Basis of Allotment is finalised in a fair and proper manner in accordance with the procedure specified in SEBI ICDR
Regulations.

Method of allotment as may be prescribed by SEBI from time to time

Our Company will not make any allotment in excess of the Equity Shares through this Red Herring Prospectus and the
Prospectus except in case of oversubscription for the purpose of rounding off to make allotment, in consultation with the
Designated Stock Exchange. Further, upon oversubscription, an allotment of not more than 1% per cent of the Offer may
be made for the purpose of making allotment in minimum lots.

The allotment of Equity Shares to applicants other than to the Retail Individual Bidders and Anchor Investors shall be on a
proportionate basis within the respective investor categories and the number of securities allotted shall be rounded off to
the nearest integer, subject to minimum allotment being equal to the minimum application size as determined and disclosed.

The allotment of Equity Shares to each Retail Individual Bidders shall not be less than the minimum bid lot, subject to the
availability of shares in Retail Individual Bidders Portion, and the remaining available shares, if any, shall be allotted on a
proportionate basis. Not less than 15% of the Offer shall be available for allocation to Non-Institutional Bidders. The Equity
Shares available for allocation to Non-Institutional Bidders under the NonInstitutional Portion, shall be subject to the
following: (i) one-third of the portion available to Non-Institutional Bidders shall be reserved for applicants with an
application size of more than ₹ 2 Lakhs and up to ₹ 10 Lakhs, and (ii) two-third of the portion available to Non-Institutional
Bidders shall be reserved for applicants with an application size of more than ₹ 10 Lakhs, provided that the unsubscribed
portion in either of the aforementioned sub-categories may be allocated to applicants in the other sub-category of Non-
Institutional Bidders. The allotment to each Non-Institutional Bidder shall not be less than the Minimum NIB Application
Size, subject to the availability of Equity Shares in the Non-Institutional Portion, and the remaining Equity Shares

Payment into Escrow Account(s) for Anchor Investors

Our Company and Selling Shareholders, in consultation with the BRLMs, in their absolute discretion, will decide the list
of Anchor Investors to whom the CAN will be sent, pursuant to which the details of the Equity Shares allocated to them in
their respective names will be notified to such Anchor Investors. For Anchor Investors, the payment instruments for
payment into the Escrow Account(s) should be drawn in favour of:

a) In case of resident Anchor Investors: “Shree Tirupati Balajee Agro Trading Company Limited-Anchor R Account”
b) In case of Non-Resident Anchor Investors: “Shree Tirupati Balajee Agro Trading Company Limited-Anchor NR
Account”

Anchor Investors should note that the escrow mechanism is not prescribed by SEBI and has been established as an
arrangement between our Company, the Selling Shareholders and the Syndicate, the Escrow Collection Bank and the
Registrar to the Offer to facilitate collections of Bid amounts from Anchor Investors.

Pre-Offer Advertisement

Subject to Section 30 of the Companies Act, 2013, our Company shall, after filing this Red Herring Prospectus with the
RoC, publish a pre- Offer advertisement, in the form prescribed by the SEBI ICDR Regulations, in: (i) all English editions
of Financial Express, an English national daily newspaper; (ii) all Hindi editions of Jansatta, a Hindi daily newspaper; and
(iii) Peoples Samachar (Hindi being the regional language of Madhya Pradesh), where our Registered Office is located,
each with wide circulation.

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In the pre-Offer advertisement, we shall state the Bid/Offer Opening Date and the Bid/ Offer Closing Date. This
advertisement, subject to the provisions of Section 30 of the Companies Act, 2013, shall be in the format prescribed in Part
A of Schedule X of the SEBI ICDR Regulations.

Allotment Advertisement

Our Company, the BRLMs and the Registrar to the Offer shall publish an allotment advertisement before commencement
of trading, disclosing the date of commencement of trading in: (i) all English editions of Financial Express, an English
national daily newspaper; (ii) all Hindi editions of Jansatta, a Hindi daily newspaper; and (iii) Hindi edition of Peoples
Samachar, Hindi daily newspaper, Hindi being the regional language of Madhya Pradesh, where our Registered Office is
located, each with wide circulation.

The above information is given for the benefit of the Bidders/applicants. Bidders/applicants are advised to make
their independent investigations and ensure that the number of Equity Shares Bid for do not exceed the prescribed
limits under applicable laws or regulations.

Signing of the Underwriting Agreement and the Registrar of Companies Filing

a) Our Company, the Selling Shareholders and the Underwriters intend to enter into an Underwriting Agreement on
or immediately after the finalisation of the Offer Price but prior to the filing of Prospectus.

b) After signing the Underwriting Agreement, an updated Red Herring Prospectus will be filed with the RoC in
accordance with applicable law, which then would be termed as the ‘Prospectus’. The Prospectus will contain
details of the Offer Price, the Anchor Investor Offer Price, Offer size, and underwriting arrangements and will be
complete in all material respects.

Impersonation

Attention of the applicants is specifically drawn to the provisions of sub-section (1) of Section 38 of the Companies Act,
which is reproduced below:

“Any person who—

a) makes or abets making of an application in a fictitious name to a company for acquiring, or subscribing for, its
securities; or

b) makes or abets making of multiple applications to a company in different names or in different combinations of his
name or surname for acquiring or subscribing for its securities; or

c) otherwise induces directly or indirectly a company to allot, or register any transfer of, securities to him, or to any
other person in a fictitious name shall be liable for action under Section 447.”

The liability prescribed under Section 447 of the Companies Act, for fraud involving an amount of at least ₹ 10 Lakhs or
1% of the turnover of the company, whichever is lower, includes imprisonment for a term which shall not be less than six
months extending up to 10 years and fine of an amount not less than the amount involved in the fraud, extending up to three
times such amount (provided that where the fraud involves public interest, such term shall not be less than three years.)
Further, where the fraud involves an amount less than ₹ 10 Lakhs or one per cent of the turnover of the company, whichever
is lower, and does not involve public interest, any person guilty of such fraud shall be punishable with imprisonment for a
term which may extend to five years or with fine which may extend to ₹50 Lakhs or with both.

Undertakings by our Company

Our Company undertakes the following:

• adequate arrangements shall be made to collect all Bid cum Application Forms submitted by Bidders and Anchor
Investor Application Form from Anchor Investors;

• the complaints received in respect of the Offer shall be attended to by our Company expeditiously and satisfactorily;

• all steps for completion of the necessary formalities for listing and commencement of trading at all the Stock

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 Exchanges where the Equity Shares are proposed to be listed shall be taken within three Working Days of the
Bid/Offer Closing Date or such other period as may be prescribed by the SEBI;

• if Allotment is not made within the prescribed time period under applicable law, the entire subscription amount
received will be refunded/unblocked within the time prescribed under applicable law. If there is delay beyond the
prescribed time, our Company shall pay interest prescribed under the Companies Act, 2013, the SEBI ICDR
Regulations and applicable law for the delayed period;

• it shall not offer any incentive, whether direct or indirect, in any manner, whether in cash or kind or services or
otherwise to the Bidder for making a Bid in the Offer, and shall not make any payment, direct or indirect, in the
nature of discounts, commission, allowance or otherwise to any person who makes a Bid in the Offer;

• the funds required for making refunds to unsuccessful Bidders as per the mode(s) disclosed shall be made available
to the Registrar to the Offer by our Company;

• where refunds (to the extent applicable) are made through electronic transfer of funds, a suitable communication
shall be sent to the applicant within the time prescribed under applicable law, giving details of the bank where
refunds shall be credited along with amount and expected date of electronic credit of refund;

• no further issue of the Equity Shares shall be made till the Equity Shares offered through this Red Herring
Prospectus are listed or until the Bid monies are unblocked in ASBA Account/refunded on account of non-listing,
under-subscription, etc

• Promoter’s contribution, if any, shall be brought in advance before the Bid/ Offer Opening Date and the balance, if
any, shall be brought in on a pro rata basis before calls are made on the Allottees.

• that if our Company does not proceed with the Offer after the Bid/Offer Closing Date but prior to Allotment, the
reason thereof shall be given as a public notice within two days of the Bid/Offer Closing Date. The public notice
shall be issued in the same newspapers where the pre-Offer advertisements were published. The Stock Exchanges
on which the Equity Shares are proposed to be listed shall also be informed promptly; and

• that if our Company and the Selling Shareholders, in consultation with the BRLMs withdraw the Offer after the
Bid/Offer Closing Date, our Company shall be required to file a fresh draft offer document with SEBI, in the event
our Company and/or any of the Selling Shareholders subsequently decides to proceed with the Offer thereafter

Undertakings by the Selling Shareholder

The Selling Shareholders undertakes in respect of itself as a ‘selling shareholder’ and its portion of the Equity Shares offered
by it in the Offer for Sale that:

• it is the legal and beneficial owner of, and has clear and marketable title to, the Equity Shares which are offered by
it pursuant to the Offer for Sale;

• the Offered Shares have been held by it for a period of at least one year prior to the date of filing of this Red
Herring Prospectus with SEBI

• the Equity Shares offered for sale by the Selling Shareholders in the Offer are eligible for being offered in the Offer
for Sale in terms of Regulation 8 of the SEBI ICDR Regulations;

• it shall not offer any incentive, whether direct or indirect, in any manner, whether in cash or kind or services or
otherwise to the Bidder for making a Bid in the Offer, and shall not make any payment, direct or indirect, in the
nature of discounts, commission, allowance or otherwise to any person who makes a Bid in the Offer;

• the Equity Shares being offered for sale by the Selling Shareholders pursuant to the Offer are free and clear of any
pre-emptive rights, liens, mortgages, charges, pledges or any other encumbrances and shall be in dematerialized

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 form at the time of transfer;

• it shall deposit its Equity Shares offered for sale in the Offer in an escrow demat in accordance with the share
escrow agreement to be executed between the parties to such share escrow agreement;

• that it shall provide such reasonable assistance to our Company and the BRLMs in redressal of such investor
grievances that pertain to the Equity Shares held by it and being offered pursuant to the Offer;

• it shall provide such reasonable support and cooperation to our Company and the BRLMs in relation to the Equity
Shares offered by it in the Offer for Sale for the completion of the necessary formalities for listing and
commencement of trading at the Stock Exchanges; and

• it shall not have recourse to the proceeds of the Offer until final approval for trading of the Equity Shares from the
Stock Exchanges has been received.

The decisions with respect to the Price Band, the minimum Bid lot, revision of Price Band, Offer Price, will be taken by
our Company in consultation with the BRLMs, in accordance with applicable law

Utilisation of Offer Proceeds

Our Board of Directors certifies and declares that:

• all monies received out of the Fresh Issue shall be credited/transferred to a separate bank account (for the purpose
of monitoring by the Monitoring Agency) other than the bank account referred to in sub-section (3) of Section 40
of the Companies Act, 2013;

• details of all monies utilised out of the Offer shall be from the above-mentioned separate bank account only and
the same shall be disclosed, and continue to be disclosed till the time any part of the Fresh Issue proceeds remains
unutilised, under an appropriate head in the balance sheet of our Company indicating the purpose for which such
monies have been utilised; and

• details of all unutilised monies out of the Fresh Issue, if any shall be disclosed under an appropriate separate head
in the balance sheet indicating the form in which such unutilised monies have been invested.

The Selling Shareholders specifically confirm and declare that all monies received out of the Offer shall be transferred to a
separate bank account other than the bank account referred to in sub-section 3 of Section 40 of the Companies Act, 2013.

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 RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES
Foreign investment in Indian securities is regulated through the Industrial Policy, 1991 of the Government of India and
FEMA. While the Industrial Policy, 1991 prescribes the limits and the conditions subject to which foreign investment can
be made in different sectors of the Indian economy, FEMA regulates the precise manner in which such investment may be
made. Under the Industrial Policy, unless specifically restricted, foreign investment is freely permitted in all sectors of the
Indian economy up to any extent and without any prior approvals, but the foreign investor is required to follow certain
prescribed procedures for making such investment. The RBI and the concerned ministries/departments are responsible for
granting approval for foreign investment. The Government has from time to time made policy pronouncements of foreign
direct investment (“FDI”) trough press notes and press releases. The Department for Promotion of Industry and Internal
Trade, Ministry of Commerce and Industry, Government of India (“DPIIT”), issued the Consolidated FDI Policy Circular
of 2020 (“FDI Policy”) which, with effect from October 15, 2020, subsumes and supersedes all press notes, press releases,
clarifications, circulars issued by the DPIIT, which were in force as on October 15, 2020. The FDI Policy will be valid and
remain in force until superseded in totality or in part thereof.

The transfer of shares between an Indian resident and a non-resident does not require the prior approval of the RBI, provided
that (i) the activities of the investee company are under the automatic route under the FDI Policy and transfer does not
attract theprovisions of the SEBI Takeover Regulations; (ii) the non-resident shareholding is within the sectoral limits under
the FDI Policy; and (iii) the pricing is in accordance with the guidelines prescribed by the SEBI/RBI.

As per FDI Policy, FDI in companies engaged in the manufacturing which is the sector in which our Company operates, is
permitted up to 100% of the equity share capital under automatic route.

All investments under the foreign direct investment route by entities of a country which shares land border with India or
where the beneficial owner of an investment into India is situated in or is a citizen of any such country will require prior
approval of the Government of India. Further, in the event of transfer of ownership of any existing or future foreign direct
investment in an entity in India, directly or indirectly, resulting in the beneficial ownership falling within the aforesaid
restriction/purview, such subsequent change in the beneficial ownership will also require approval of the Government of
India. These investment restrictions shall also apply to subscribers of offshore derivative instruments.

For details of the aggregate limit for investments by NRIs and FPIs in our Company, see “Issue Procedure – Bids by Eligible
Non-Resident Indians” and “Issue Procedure – Bids by Foreign Portfolio Investors” on pages 407, respectively. As per the
existing policy of the Government of India, OCBs could not participate in this Issue. For further details, see “Issue
Procedure” beginning on page 407 of this Red Herring Prospectus.

The Equity Shares offered in the Issue have not been and will not be registered under the U.S. Securities Act or any
other applicable law of the United States and, unless so registered, may not be offered or sold within the United
States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of
the U.S. Securities Act and applicable state securities laws. Accordingly, the Equity Shares are being offered and
sold (i) within the United States only to persons reasonably believed to be “qualified institutional buyers” (as defined
in Rule 144A under the U.S. Securities Act and referred to in this Red Herring Prospectus as “U.S. QIBs”, for the
avoidance of doubt, the term U.S. QIBs does not refer to a category of institutional investor defined under applicable
Indian regulations and referred to in this Red Herring Prospectus as “QIBs”) pursuant to Section 4(a) of the U.S.
Securities Act, and (ii) outside the United States in offshore transactions in compliance with Regulation S 383 under
the U.S. Securities Act and the applicable laws of the jurisdiction where those offers and sales occur.

Bidders are advised to ensure that any Bid from them does not exceed investment limits or the maximum number
of Equity Shares that can be held by them under applicable law. Further, each Bidder where required must agree
in the Allotment Advice that such Bidder will not sell or transfer any Equity Shares or any economic interest therein,
including any off-shore derivative instruments, such as participatory notes, issued against the Equity Shares or any
similar security, other than in accordance with applicable laws.

The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other jurisdiction
outside India and may not be offered or sold, and Bids may not be made by persons in any such jurisdiction, except
in compliance with the applicable laws of such jurisdiction.

The above information is given for the benefit of the Bidders. Our Company and the Book Running Lead Manager
are not liable for any amendments or modification or changes in applicable laws or regulations, which may occur
after the date of this Red Herring Prospectus. Bidders are advised to make their independent investigations and
ensure that the number of Equity Shares Bid for do not exceed the applicable limits under laws or regulations.

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 SECTION VIII –DESCRIPTION OF EQUITY SHARES AND TERMS OF THE ARTICLES OF ASSOCIATION

(THE COMPANIES ACT, 2013)

(COMPANY LIMITED BY SHARES)
ARTICLES OF ASSOCIATION
OF
SHREE TIRUPATI BALAJEE AGRO TRADING COMPANY LIMITED

PRELIMINARY
CONSTITUTION OF THE COMPANY

Article 1:
a) The regulations contained in table “F” of schedule I to the Companies Act, 2013 shall apply only in so far as the
same are not provided for or are not inconsistent with these Articles.

b) The regulations for the management of the Company and for the observance of the Shareholders thereof and their
representatives shall be such as are contained in these Articles, subject however to the exercise of the statutory
powers of the Company in respect of repeal, additions, alterations, substitution, modifications and variations thereto
by Special Resolution as prescribed by the Companies Act, 2013.

INTERPRETATION

Article 2: Unless the context otherwise requires, words or expressions contained in these Articles shall bear the same
meaning as in the Act or any statutory modifications thereof in force at the date at which the Articles become binding on
the Company. In these Articles, all capitalized items not defined herein below shall have the meanings assigned to them in
the other parts of these Articles when defined for use.

A. DEFINITIONS

“Act” means the Companies Act, 2013, including any statutory modification or re-enactment or amendment, clarifications
and notification thereof for the time being in force and the term shall be deemed to refer to the applicable section thereof
which is relatable to the relevant Article in which the said term appears in these Articles and any previous Company law,
so far as may be applicable.

“Annual General Meeting” means a general meeting of the members held as such, in accordance with the provisions of
the Act.

“Articles” or “Articles of Association” mean the articles of association or re-enactment thereof for the time being in force
of the Company.

“Beneficial Owner” means a person as defined by section 2(1)(a) of the Depositories Act, 1996.

“The Board” or the “Board of Directors” means the collective body of the Directors of the Company.

“Capital” means the share capital, for the time being, raised or authorised to be raised, for purposes of the Company.

“Company” or “this Company” means “Shree Tirupati Balajee Agro Trading Company Limited”.

“Debenture” includes debenture stock, bonds or any other instrument of the Company evidencing the debts whether
constituting the charge on the assets of the Company or not.

“Depositories Act 1996” means The Depositories Act, 1996 and includes any statutory modification or re-enactment
thereof for the time being in force.

“Depository” means and includes a company as defined under section 2(1)(e) of the Depositories Act, 1996.

“Directors” means a director appointed to the Board of the Company.

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 “Dividend” includes any interim dividend.

“Extra-ordinary General Meeting” means an extraordinary general meeting of the members, duly called and constituted,
and any adjourned holding thereof.

“In writing” or “written” include printing, lithography and other modes of representing or reproducing words in a visible
form.

“Member” means member as defined under section 2(55) of the Companies Act, 2013

“Memorandum of Association” means the memorandum of association of the Company or re-enactment thereof for the
time being in force.

“Office” means the registered office, for the time being, of the Company.

“Paid-up Capital” means paid up capital as defined under section 2(64) of the Act.

“Participant” means individual/institutions as defined under Section 2(1)(g) of the Depositories Act, 1996.

“Promoters” means persons identified in accordance with the definition ascribed to such term in the Companies Act, 2013
and the regulations prescribed by SEBI.

“Register of Members” means the Register of Members to be kept pursuant to the Act, and includes index of beneficial
owners mentioned by a Depository.

“The Registrar” means, Registrar as defined under section 2(75) of the Companies Act, 2013.

“Secretary” means a Company Secretary, within the meaning of clause (c) of sub section (1) of section 2 of Company
Secretaries Act, 1980, who is appointed by the Company to perform the functions of the Company Secretary under this Act

“Seal” means the common seal, for the time being, of the Company.

“SEBI” shall mean the Securities and Exchange Board of India, constituted under the Securities and Exchange Board of
India Act, 1992.

“SEBI Listing Regulations” shall mean Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, as amended from time to time.

“Share” means a Share in the capital of the Company, and includes stock, except where a distinction between Stock and
Shares is express or implied.

“Ordinary Resolution” and “Special Resolution” shall have the same meaning assigned thereto by the Act.

“Year” means a calendar year and “financial year” shall have the same meaning as assigned thereto by or under the
Companies Act, 2013.

B. CONSTRUCTION

In these Articles (unless the context requires otherwise):

i. References to a party shall, where the context permits, include such party’s respective successors, legal heirs and
permitted assigns.

ii. The descriptive headings of Articles are inserted solely for convenience of reference and are not intended as
complete or accurate descriptions of content thereof and shall not be used to interpret the provisions of these Articles
and shall not affect the construction of these Articles.

iii. References to articles and sub-articles are references to Articles and sub-articles of and to these Articles unless
otherwise stated and references to these Articles include references to the articles and sub-articles herein.

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 iv. Words importing the singular include the plural and vice versa, pronouns importing a gender include each of the
masculine, feminine and neuter genders, and where a word or phrase is defined, other parts of speech and
grammatical forms of that word or phrase shall have the corresponding meanings.

v. Wherever the words “include,” “includes,” or “including” is used in these Articles, such words shall be deemed to
be followed by the words “without limitation”.

vi. The terms “hereof”, “herein”, “hereto”, “hereunder” or similar expressions used in these Articles mean and refer to
these Articles and not to any Article of these Articles, unless expressly stated otherwise.

vii. Unless otherwise specified, time periods within or following which any payment is to be made or act is to be done
shall be calculated by excluding the day on which the period commences and including the day on which the period
ends and by extending the period to the next Business Day following if the last day of such period is not a Business
Day; and whenever any payment is to be made or action to be taken under these Articles is required to be made or
taken on a day other than a Business Day, such payment shall be made or action taken on the next Business Day
following.

viii. A reference to a party being liable to another party, or to liability, includes, but is not limited to, any liability in
equity, contract or tort (including negligence).

ix. Reference to statutory provisions shall be construed as meaning and including references also to any amendment
or re-enactment for the time being in force and to all statutory instruments or orders made pursuant to such statutory
provisions.

x. References made to any provision of the Act shall be construed as meaning and including the references to the rules
and regulations made in relation to the same by the MCA. The applicable provisions of the Companies Act, 1956
shall cease to have effect from the date on which the corresponding provisions under the Companies Act, 2013
have been notified.

xi. In the event any of the provisions of the Articles are contrary to the provisions of the Act and the Rules, the
provisions of the Act and Rules will prevail.

GENERAL AUTHORITY

Article 3: Where the Act requires that the Company cannot undertake any act or exercise any rights or powers or privilege
or authority, unless expressly authorised by its Articles, these Articles shall in relation to the Company, be deemed to confer
such right, authority or power or privilege and to carry out such transaction as have been permitted by the Act.

CAPITAL AND INCREASE AND REDUCTION THEREOF

Article 4:

The company may from time to time by ordinary resolution increase the share capital by such sum to be divided into shares
of such amount as may be specified in the resolution. The new Shares shall be issued upon such terms and conditions and
with such rights and privileges annexed thereto as the resolution shall prescribe and in particular such Shares may be issued
with a preferential or qualified right to dividends and in the distribution of assets of the Company and with a right of voting
at General Meeting of the Company in conformity with Section 47 of the Act. Whenever the capital of the Company has
been increased under the provisions of this Article the Directors shall comply with the provisions of Section 64 of the Act.
The Authorized Share Capital of the Company shall be such amount as may be mentioned in Clause5 of Memorandum of
Association of the Company from time to time.

Subject to the provisions of section 61 the company may by ordinary resolution consolidate and divide all or any of its
share capital into shares of larger amount than its existing shares convert all or any of its fully paid-up shares into stock and
reconvert that stock into fully paid-up shares of any denomination sub-divide its existing shares or any of them into shares
of smaller amount than is fixed by the memorandum cancel any shares which at the date of the passing of the resolution
have not been taken or agreed to betaken by any person. Subject to the provisions of the Act and these Articles the Board

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of Directors may issue redeemable preference shares to such persons on such terms and conditions and at such times as
Directors think fit either at premium or at par and with full power to give any person the option to call for or be allotted
shares of the company either at premium or at par such option being exercisable at such times and for such consideration
as the Board thinks fit. The holder of Preference Shares shall have a right to vote only on Resolutions which directly affect
the rights attached to his Preference Shares. The Company may (subject to the provisions of sections 52 55 66 both inclusive
and other applicable provisions if any of the Act) from time to time by Special Resolution reduce(a)the share capital(b) any
capital redemption reserve account or(c)any security premium account In any manner for the time being authorized by law
and in particular capital may be paid off on the footing that it may be called up again or otherwise. This Article is not to
derogate from any power the Company would have if it were omitted. Any debentures debenture stock or other securities
may be issued at a discount premium or otherwise and may be issued on condition that they shall be convertible into shares
of any denomination and with any privileges and conditions as to redemption surrender drawing allotment of shares
attending (but not voting) at the General Meeting appointment of Directors and otherwise. Debentures with the right to
conversion into or allotment of shares shall be issued only with the consent of the Company in the General Meeting by a
Special Resolution. The Company may exercise the powers of issuing sweat equity shares conferred by Section 54 of the
Act of a class of shares already issued subject to such conditions as may be specified in that sections and rules framed
thereunder. The Company may issue shares to Employees including its Directors other than independent directors and such
other persons as the rules may allow under Employee Stock Option Scheme (ESOP) or any other scheme if authorized by
a Special Resolution of the Company in general meeting subject to the provisions of the Act the Rules and applicable
guidelines made there under by whatever name called. Notwithstanding anything contained in these articles but subject to
the provisions of sections68 to 70 and any other applicable provision of the Act or any other law for the time being in force
the company may purchase its own shares or other specified securities. Subject to compliance with applicable provision of
the Act and rules framed thereunder the company shall have power to issue any kind of securities as permitted to be issued
under the Act and rules framed there under. Shares may be registered in the name of any limited company or other corporate
body but not in the name of a firm an insolvent person or a person of unsound mind. The Board shall observe the restrictions
as regards allotment of shares to the public and as regards return on allotments contained in Section 39 of the Act. Power
to issue share warrants-
1. The Company may issue warrants subject to and in accordance with provisions of the Act and accordingly the
Board may in its discretion with respect to any Share which is fully paid upon application in writing signed by the
persons registered as holder of the Share and authenticated by such evidence(if any) as the Board may from time
to time require as to the identity of the persons signing the application and on receiving the certificate (if any) of
the Share and the amount of the stamp duty on the warrant and such fee as the Board may from time to time require
issue a share warrant.

2. The Board may from time to time make byelaws as to terms on which (if it shall think fit)a new share warrant or
coupon may be issued by way of renewal in case of defacement loss or destruction.

3. The bearer of a share warrant may at any time deposit the warrant at the Office of the Company and so long as the
warrant remains so deposited the depositor shall have the same right of signing a requisition for call in a meeting
of the Company and of attending and voting and exercising the other privileges of a Member at any meeting held
after the expiry of two clear days from the time of deposit as if his name were inserted in the Register of Members
as the holder of the Share included in the deposit warrant.

4. Not more than one person shall be recognized as depositor of the Share warrant.

5. The Company shall on two days written notice return the deposited share warrant to the depositor.

The Authorised Share Capital of the Company is such amount, as stated, for the time being, or may be varied, from time to
time, under the provisions of the Act, in the Clause V of the Memorandum of Association of the Company, divided into
such number, classes and descriptions of Shares and into such denominations, as stated therein, and further with such
powers to increase the same or otherwise as stated therein.

Article 5: The Company may issue the following kinds of shares in accordance with these Articles, the Act and other
applicable laws:

a. Equity Share Capital: with voting rights; and/or with differential rights as to dividend, voting or otherwise; and

b. Preference Share Capital.

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Article 6: The Company, in a general meeting, may, from time to time, increase the capital by the creation of new Shares.
Such increase in the capital shall be of such aggregate amount and to be divided into such number of Shares of such
respective amounts, as the resolution, so passed in that respect, shall prescribe. Subject to the provisions of the Act, any
Shares of the original or increased capital shall be issued upon such terms and conditions and with such rights and privileges
annexed thereto as the general meeting, resolving upon the creation thereof, shall direct, and, if no direction be given, as
the Directors shall determine, and, in particular, such Shares may be issued with a preferential, restricted or qualified right
to dividends, and in the distribution of assets of the Company, on winding up, and with or without a right of voting at
general meetings of the Company, in conformity with and only in the manner prescribed by the provisions of the Act.
Whenever capital of the Company has been increased under the provisions of this Article, the Directors shall comply with
the applicable provisions of the Act.

Article 7: Except so far as otherwise provided by the conditions of issue or by these presents, any capital raised by the
creation of new shares shall be considered as part of the existing capital and shall be subject to the provisions contained
herein with reference to the payment of calls and instalments, forfeiture, lien, surrender, transfer and transmission, voting
or otherwise.

Article 8: Subject to the provisions of Section 55 of the Act and the rules made thereunder, the Company shall have the
power to issue preference shares, which are liable to be redeemed and the resolution authorising such issue shall prescribe
the manner, terms and conditions of redemption.

Article 9: On the issue of Redeemable Preference Shares under the provisions of the preceding Article, the following
provisions shall take effect:-

i. No such Shares shall be redeemed except out of the profits of the Company which would otherwise be available
for dividend or out of the proceeds of a fresh issue of Shares made for the purpose of the redemption.

ii. No such Shares shall be redeemed unless they are fully paid. The period of redemption in case of preference shares
shall not exceed the maximum period for redemption provided under Section 55 of the Act;

iii. The premium, if any, payable on redemption, must have been provided for, out of the profits of the Company or
the Share Premium Account of the Company before, the Shares are redeemed; and

iv. Where any such Shares are redeemed otherwise than out of the proceeds of a fresh issue, there shall, out of profits
which would otherwise have been available for dividend, be transferred to a reserve fund to be called “Capital
Redemption Reserve Account”, a sum equal to the nominal amount of the Shares redeemed and the provisions of
the Act, relating to the reduction of the Share Capital of the Company, shall, except as provided in Section 80 of
the Act, apply as if “Capital Redemption Reserve Account” were paid up Share capital of the Company.

Article 10: Subject to the provisions of the Act, the Company may issue bonus shares to its Members out of (i) its free
reserves; (ii) the securities premium account; or (iii) the capital redemption reserve account, in any manner as the Board
may deem fit.

Article 11: The Company may issue any debentures, debenture-stock or other securities at a discount, premium or
otherwise, if permissible under the Act, and may be issued on the condition that they shall be convertible into shares of any
denomination and with any privileges and conditions as to redemption, surrender, drawings, allotment of shares, attending
(but not voting) at general meetings, appointment of Directors and otherwise. Debentures with the rights to conversion into
or allotment of shares shall not be issued except with the sanction of the Company in a general meeting by a special
resolution and subject to the provisions of the Act.

Article 12: Subject to the provisions of the Act, the Company shall have the power to make compromise or make
arrangements with creditors and members, consolidate, demerge, amalgamate or merge with other company or companies
in accordance with the provisions of the Act and any other applicable laws.

Article 13: Subject to Section 66 of the Companies Act, 2013, the Company may by special resolution, reduce its capital
and any Capital Redemption Reserve Account or Other Premium Account, for the time being, in any manner, authorised
by law, and, in particular, without prejudice to the generality of the foregoing powers, the capital may be paid off on the
footing that it may be called up again or otherwise. This Article is not to derogate from any power, the Company would
have, if it were omitted.

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Article 14: Subject to the applicable provisions of the Act, the Company, in general meeting, may, from time to time, sub-
divide, reclassify or consolidate its Shares or any of them, and the resolution whereby any Share is sub-divided, may
determine that, as between the holders of the Shares resulting from such sub-division, one or more of such Shares shall
have some preference or special advantage as regards dividend, capital or otherwise over or as compared with the other or
others. Subject as aforesaid, the Company, in general meeting, may also cancel Shares, which have not been taken or agreed
to be taken by any person, and diminish the amount of its Share capital by the amount of the Shares so cancelled.

Article 15: Whenever the capital, by reason of the issue of Preference Shares or otherwise, is divided into different classes
of shares, all or any of the rights and privileges attached to each class may, subject to the applicable provisions of the Act,
be modified, commuted, affected or abrogated, or dealt with by an agreement between the Company and any person
purporting to contract on behalf of that class, provided such agreement is ratified, in writing, by holders of at least three-
fourths in nominal value of the issued Shares of the class or is confirmed by a special resolution passed at a separate general
meeting of the holders of Shares of that class and all the provisions hereinafter contained as to general meetings, shall,
mutatis mutandis, apply to every such meeting.

SHARES AND CERTIFICATES

Article 16: The Company shall keep or cause to be kept a Register and Index of Members, in accordance with the applicable
Sections of the Act. The Company shall be entitled to keep, in any State or Country outside India, a Branch Register of
Members, in respect of those residents in that State or Country.

Article 17: The Shares, in the capital, shall be numbered progressively according to their several classes and denominations,
and, except in the manner hereinabove mentioned, no Share shall be sub-divided. Every forfeited or surrendered Share may
continue to bear the number by which the same was originally distinguished with, or as may be otherwise, as may be
decided by the Board of Directors or required by any other authority, as may be, for the time being, in force.

Article 18: Further Issue of Shares

(a) Where at any time after the expiry of two years from the formation of the Company or at any time after the expiry of
one year from the allotment of Shares in the Company made for the first time after its formation, whichever is earlier,
it is proposed to increase the subscribed capital of the Company by allotment of further Shares either out of the unissued
or out of the increased Share capital then, such further Shares shall be offered to:

(a) the persons who at on date specified under the applicable law, are holders of the Equity Shares of the Company, in
proportion by sending a letter of offer subject to the conditions set below, as near as circumstances admit, to the
capital paid up on those Shares at that date:

(i) Such offer shall be made by a notice specifying the number of Shares offered and limiting a time not less than
fifteen days and not exceeding thirty days from the date of the offer within which the offer if not accepted, will
be deemed to have been declined;

(ii) The offer aforesaid shall be deemed to include a right exercisable by the person concerned to renounce the Shares
offered to him in favour of any other person and the notice referred to in sub-clause (i) hereof shall contain a
statement of this right provided that the Directors may decline, without assigning any reason to allot any Shares
to any person in whose favour any member may, renounce the Shares offered to him;

(iii) After expiry of the time specified in the aforesaid notice or on receipt of earlier intimation from the person to
whom such notice is given that he declines to accept the Shares offered, the Board of Directors may dispose of
them in such manner as they think most beneficial to the Company; or

(b) employees under a scheme of employees’ stock option, subject to special resolution passed by the Company and
subject to the rules and such other conditions, as may be prescribed under the law

(b) Notwithstanding anything contained in sub-clause (i) thereof, the further Shares aforesaid may be offered to any persons,
if it is authorised by a special resolution, (whether or not those persons include the persons referred to in clause (a) of
sub-clause (i) hereof) in any manner either for cash or for a consideration other than cash, if the price of such shares is
determined by the valuation report of a registered valuer subject to the compliance with the applicable provisions of
Chapter III and any other conditions as may be prescribed in the Act and the rules made thereunder.

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(c) The notice referred to in sub-clause (a) of clause (i) hereof shall be dispatched through registered post or speed post or
through electronic mode to all the existing shareholders at least 3 (three) days before the opening of the issue.

(d) Nothing in sub-clause (c) of (i) hereof shall be deemed:

(a) To extend the time within the offer should be accepted; or

(b) To authorise any person to exercise the right of renunciation for a second time, on the ground that the person in
whose favour the remuneration was first made has declined to take the Shares comprised in the renunciation.

(e) Nothing in this Article shall apply to the increase of the subscribed capital of the Company caused by the exercise of an
option attached to the Debenture issued or loans raised by the Company to convert such Debenture or loans into Shares
in the Company. Provided that the terms of issue of such Debentures or the terms of such loans include a term containing
such an option have been approved before the issue of such debentures or the raising of loan by a special resolution
passed by the Company in general meeting.

(f) The provisions contained in this Article shall be subject to the provisions of the section 42 and section 62 of the Act and
other applicable provisions of the Act and rules framed thereunder.

Article 19: Shares at the disposal of the Board

Subject to the provisions of Section 62 of the Companies Act, 2013 and the rules made thereunder and these Articles of the
Company for the time being, the Shares shall be under the control of the Board who may issue, allot or otherwise dispose
of the same or any of them to such persons, in such proportion and on such terms and conditions and either at a premium
or at par or discount, subject to Sections 53 and 54 of the Act, and at such time as they may from time to time think fit and
with the sanction of the Company in the General Meeting to give any person or persons the option or right to call for any
Shares either at par or premium or discount, subject to Sections 53 and 54 of the Act, during such time and for such
consideration as the Directors think fit, and may issue and allot Shares in the capital of the Company on payment in full or
part of any property sold and transferred or for any services rendered to the Company in the conduct of its business and any
Shares which may so be allotted may be issued as fully paid up Shares and if so issued, shall be deemed to be fully paid
Shares. Provided that option or right to call of Shares shall not be given to any person or persons without the sanction of
the Company in the General Meeting. The Board shall cause to be filed the returns as to allotment as may be prescribed
from time to time.

Article 20: In addition to and without derogating from the powers for that purpose conferred on the Board under the
preceding two Articles, the Company, in general meeting, may determine that any Shares, whether forming part of the
original capital or of any increased capital of the Company, shall be offered to such persons, whether or not the members
of the Company, in such proportion and on such terms and conditions and, subject to compliance with the provisions of
applicable provisions of the Act, either at a premium or at par, as such general meeting shall determine and with full power
to give any person, whether a member or not, the option to call for or be allotted Shares of any class of the Company either,
subject to compliance with the applicable provision of the Act, at a premium or at par, such option being exercisable at such
times and for such consideration as may be directed by such general meeting, or the Company in general meeting may make
any other provision whatsoever for the issue, allotment or disposal of any Shares.

Article 21: Any application signed by or on behalf of an applicant for subscription for Shares in the Company, followed
by an allotment of any Shares therein, shall be an acceptance of Shares within the meaning of these Articles, and every
person, who, thus or otherwise, accepts any Shares and whose name is entered on the Registered shall, for the purpose of
these Articles, be a member.

Article 22: The money, if any, which the Board shall, on the allotment of any shares being made by them, require or direct
to be paid by way of deposit, call or otherwise, in respect of any Shares allotted by them, shall immediately on the insertion
of the name of the allottee in the Register of Members as the name of the holder of such Shares, become a debt due to and
recoverable by the Company from the allottee thereof, and shall be paid by him accordingly, in the manner prescribed by
the Board.

Article 23: Every member or his heirs, executors or administrators, shall pay to the Company the portion of the capital
represented by his Share or Shares which may, for the time being, remain unpaid thereon, in such amounts, at such time or
times, and in such manner as the Board shall, from time to time, in accordance with the Regulations of the Company, require
or fix for the payment thereof.

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Article 24:
a. Every Member shall be entitled, without payment, to one or more certificates in marketable lots, for all the Shares
of each class or denomination registered in his name, or if the Directors so approve (upon paying such fee as the
Directors may from time to time determine) to several certificates, each for one or more of such Shares and the
Company shall complete and have ready for delivery such certificates within the time specified by the law
applicable at the time. Every certificate of shares shall be in the form and manner specified in the Articles and in
respect of a share or shares held jointly by several persons, the Company shall not be bound to issue more than one
certificate and delivery of a certificate of shares to the first named joint holders shall be sufficient delivery to all
such holders.

b. Particulars of every Share certificate issued shall be entered in the Register of Members against the name of the
person, to whom it has been issued, indicating the date of issue.

c. Any two or more joint allotees, in respect of a Share, shall, for the purpose of this Article, be treated as a single
member, and the certificate of any Share, which may be subject of joint ownership, may be delivered to the person
named first in the order or otherwise even to any one of such joint owners, on behalf of all of them. For any further
certificate, the Board shall be entitled but shall not be bound to prescribe a charge not exceeding Rupee 50(fifty)
per such certificate. In this respect, the Company shall comply with the applicable provisions, for the time being,
in force, of the Act.

d. A director may sign a Share certificate by affixing his signature thereon by means of any machine, equipment or
other mechanical means, such as engraving in metal or lithography, but not by means of a rubber stamp provided
that the Directors shall be responsible for the safe custody of such machine, equipment or other material used for
the purpose.

Article 25:

a. The Directors may, if they think fit, subject to the provisions of Section 50 of the Act, agree to receive from any
member willing to advance the same, all or any part of the amount of his Shares beyond the sums actually called
up and upon the monies so paid in advance or upon so much thereof as from time to time exceeds the amount of
the calls then made upon the Shares in respect of which such advances has been made, the Company may pay
interest at such rate, as the member paying such sum in advance and the Directors agree upon provided that money
paid in advance of calls shall on any Share may carry interest but shall not confer a right to participate in profits or
dividend. The Directors may at any time repay the amount so advanced.

b. The member shall not be entitled to any voting rights in respect of the moneys so paid by him until the same would
but for such payment, become presently payable.

c. The Provisions of these Articles shall mutatis mutandis apply to the cFFalls on Debentures of the Company.

d. When a new Share certificate has been issued in pursuance of the preceding clause of this Article, it shall state on
the face of it and against the stub or counterfoil to the effect that it is “Issued in lieu of Share Certificate No. __
sub-divided/replaced/on consolidation of Shares”.

e. If any certificate be worn out, defaced, mutilated, or torn or if there be no further space on the back thereof for
endorsement of transfer, then upon production and surrender thereof to the Company, a new certificate may be
issued in lieu thereof and if any certificate lost or destroyed then upon proof thereof to the satisfaction of the
Company and on execution of such indemnity as the Company deem adequate, being given, and a new certificate
in lieu thereof shall be given to the party entitled to such lost or destroyed certificate. Every certificate under the
Article shall be issued without payment of fees if the Directors so decide, or on payment of such fees in accordance
with law applicable at the time and as the Directors shall prescribe. Provided that no fee shall be charged for issue
of new certificates in replacement of those which are old, defaced or worn out or where there is no further space on
the back thereof for endorsement of transfer.

f. Provided that notwithstanding what is stated above the Directors shall comply with such Rules or Regulation or

436
 requirements of any Stock Exchange or the Rules made under the Act or the rules made under Securities Contracts
(Regulation) Act, 1956 or any other Act, or rules applicable in this behalf.

g. The provision of this Article shall mutatis mutandis apply to debentures of the Company. When a new Share
certificate has been issued in pursuance of the preceding clause of this Article, it shall state on the face of it and
against the stub or counterfoil to the effect that it is “DUPLICATE. Issued in lieu of Share Certificate No. ___”
The word “DUPLICATE” shall be stamped or punched in bold letters across the face of the Share certificate.

h. Where a new Share certificate has been issued in pursuance of clause (i) or clause (iii) of this Article, particulars
of every such Share certificate shall be entered in a Register of Renewed and Duplicate Share Certificates,
indicating against the names of the person or persons to whom the certificate is issued, the number and date of issue
of the Share certificate, in lieu of which the new certificate is issued, and the necessary changes indicated in the
Register of Members by suitable cross reference in the “Remarks” column.

i. All blank forms to be issued for issue of Share certificates shall be printed and the printing shall be done only on
the authority of a resolution of the Board. The blank forms shall be consecutively numbered, whether by machine,
hand or otherwise, and the forms and the blocks, engravings, facsimiles and hues relating to the printing of such
forms shall be kept in the custody of the Secretary, where there is no Secretary, the Managing Director or Whole
time Director, and where there is no such director, the Chairman of the Board, for the time being, or otherwise of
such other person, as the Board may appoint for the purpose, and the Secretary, such director, Chairman or such
other person shall be responsible for rendering an account of these forms to the Board.

j. The Managing Director of the Company, for the time being, or, if the Company has no Managing Director, every
director of the Company shall be severally responsible for the maintenance, preservation and safe custody of all
books and documents relating to the issue of Share certificates except the blank forms of Share certificates referred
to in Clause (vi) of this Article.

k. All books referred to in clause (vii) of this Article shall be preserved in good order permanently, or for such period
as may be prescribed by the Act or the Rules made thereunder.

Article 26: If any Share stands in the names of two or more persons, the person first named, in the Register, shall, as regards
receipt of dividends or bonus or service of notices and all or any matter connected with the Company, except voting at
meetings and the transfer of the Shares, be deemed the sole holder thereof but the joint holders of a Share shall be severally
as well as jointly liable for the payment of all instalments of calls due in respect of such Share and for all incidents otherwise.

Article 27: Except as ordered by a Court of competent jurisdiction or as by law required, the Company shall not be bound
to recognise any equitable, contingent, future or partial interest in any Share, or, except only as is, by these presents,
otherwise expressly provided, any right in respect of a Share other than an absolute right thereto, in accordance with these
Articles, in the person, from time to time, registered as the holder thereof, but the Board shall be, at liberty, at their sole
discretion, to register any Share in the joint names of any two or more persons or the survivor or survivors of them.

Article 28: Subject to the provisions of Sections 68 to 70 of the Act 2013 and the rules thereunder, the Company may
purchase its own Shares or other specified securities out of free reserves, the securities premium account or the proceeds of
issue of any Share or specified securities.

Article 29: Subject to the provisions contained in sections 68 to 70 and all applicable provisions of the Act and subject to
such approvals, permissions, consents and sanctions from the concerned authorities and departments, including the SEBI,
Registrar and the Reserve Bank of India, if any, the Company may, by passing a special resolution at a general meeting,
purchase its own Shares or other specified securities (hereinafter referred to as ‘buy-back’) from its existing Shareholders
on a proportionate basis and/or from the open market and/or from the lots smaller than market lots of the securities (odd
lots), and/or the securities issued to the employees of the Company pursuant to a scheme of stock options or sweat Equity,
from out of its free reserves or out of the securities premium account of the Company or out of the proceeds of any issue
made by the Company specifically for the purpose, on such terms, conditions and in such manner as may be prescribed by
law from time to time; provided that the aggregate of the securities so bought back shall not exceed such number as may
be prescribed under the Act or Rules made from time to time.

COMMISSION AND BROKERAGE

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Article 30: Subject to the provisions of Section 40 of the Act 2013 and the rules thereof, the Company may, at any time,
pay a commission to any person in consideration of his subscribing or agreeing to subscribe, whether absolutely or
conditionally, for any Shares in or Debentures of the Company or procuring or agreeing to procure the subscribers, whether
absolutely or conditional, for any Shares in or Debentures of the Company, but so that the rate or amount of the commission
shall not exceed the rate or amount prescribed in rules made under sub-section (6) of Section 40 of the Act, and such
commission may be satisfied in any such manner, including the allotment of the fully or partly paid up Shares or Debentures,
as the case may be, as the Board thinks fit and proper.

Article 31: Subject to the provisions of the Act, the Company may pay a reasonable sum for brokerage.

CALLS

Article 32: The Board may, from time to time, subject to the terms on which any Shares may have been issued and subject
to the conditions of allotment, by a resolution passed only at a duly constituted meeting of the Board, make such call, as it
thinks fit, upon the members in respect of all moneys unpaid on the Shares held by them respectively and each member
shall pay the amount of every call so made on him to the person or persons and at the times and places appointed by the
Board. A call may be made payable by instalments.

Article 33: Provided that no call shall exceed one-fourth of the nominal value of the share or be payable at less than one
month from the date fixed for the payment of the last preceding call.

Article 34: At least fourteen days’ notice, in writing, of any call, shall be given by the Company specifying the time and
place of payment, and the person or persons to whom such call be paid.

Article 35: A call shall be deemed to have been made at the time when the resolution authorizing such call was passed at
a meeting of the Board.

Article 36: The Board may, from time to time, at its discretion, extend the time fixed for the payment of any call, and may
extend such time as to all or any of the members whom owing to their residence at a distance or other cause, the Board may
deem fairly entitled to such extension, but no member shall be entitled to such extension, save as a matter of grace and
favour.

Article 37: A call may be revoked or postponed at the discretion of Board.

Article 38: All calls shall be made on a uniform basis on all shares falling under the same class.

Article 39: The joint holders of a Share shall be jointly and severally liable to pay all calls in respect thereof.

Article 40: If any members fails to pay any call due from him on the day appointed for payment thereof, or any such
extension thereof as aforesaid, he shall be liable to pay interest on the same from the day appointed for the payment thereof
to the time of actual payment at such rate as shall, from time to time, be fixed by the Board, but nothing in this Article shall
render it obligatory for the Board to demand or recover any interest from any such member, the Board shall be at liberty to
waive payment of any such interest wholly or in part.

Article 41: Any sum, which, by the terms of issue of a Share, becomes payable on allotment or at any fixed date, whether
on account of the nominal value of the Share or by way of premium, shall, for the purposes of these Articles, be deemed to
be a call duly made and payable on the date on which, by the terms of issue, the same becomes payable, and, in the case of
non-payment, all the relevant provisions of these Articles as to payment of interest and expenses, forfeiture or otherwise,
shall apply, as if such sum had become payable by virtue of a call duly made and notified.

Article 42: On the trial or hearing of any action or suit brought by the Company against any member or his representative
for the recovery of any money claimed to be due to the Company in respect of his Shares, it shall be sufficient to prove that
the name of the member, in respect of whose Shares the money is sought to be recovered, appears or is entered on the
Register of Members as the holder, at or subsequent to the date at which the money is sought to be recovered, is alleged to
have become due on the Shares in respect of which money is sought to be recovered, and that the resolution making the
call is duly recorded in the minute book, and that notice, of which call, was duly given to the member or his representatives
and used in pursuance of these Articles, and it shall not be necessary to prove the appointment of the Directors who made
such call, and not that a quorum of Directors was present at the meeting of the Board at which any call was made, and nor

438
that the meeting, at which any call was made, has duly been convened or constituted nor any other matter whatsoever, but
the proof of the matters aforesaid shall be conclusive of the debt.

Article 43: Neither the receipt by the Company of a portion of any money which shall, from time to time, be due from any
member to the Company in respect of his Shares, either by way of principal or interest, nor any indulgence granted by the
Company in respect of the payment of any such money, shall preclude the Company from thereafter proceeding to enforce
a forfeiture of such Shares as hereinafter provided.

Article 44:
a. The Board may, if it thinks fit, agree to and receive from any member willing to advance the same all or any part
of the amounts of his respective Shares beyond the sums actually called up and upon the moneys so paid in advance,
or upon so much thereof, from time to time, and, at any time thereafter, as exceeds the amount of the calls then
made upon and due in respect of the Shares on account of which such advances are made, the Board may pay or
allow interest at such rate, as the member paying the sum in advance and the Board agrees upon, subject to the
provisions of the Act. The Board may agree to repay, at any time, any amount so advanced or may, at any time,
repay the same upon giving to the member 3 (Three) months’ notice, in writing, provided that moneys paid, in
advance of calls, on any Shares may carry interest but shall not confer a right to dividend or to participate in profits.

b. No member paying any such sum in advance shall be entitled to voting rights in respect of the moneys so paid by
him, until the same would, but for such payment, become presently payable. The provisions of this Article shall
mutatis mutandis apply to any calls on debentures of the Company.

LIEN

Article 45:
a. The Company shall have a first and paramount lien upon all the Shares/Debentures (other than fully paid-up
Shares/Debentures) registered in the name of each member (whether solely or jointly with others) and upon the
proceeds of sale thereof for all moneys (whether presently payable or not) called or payable at a fixed time in
respect of such Shares/Debentures and no equitable interest in any Shares shall be created except upon the footing
and condition that this Article will have full effect. And such lien shall extend to all dividends and bonuses from
time to time declared in all respect of such Shares/Debentures. Unless otherwise agreed, the registration of a transfer
of Shares/Debentures shall operate as a waiver of the Company’s lien, if any, on such Shares/Debentures. The
Directors may at any time declare any Shares/Debentures wholly or in part to be exempt from the provisions of this
clause.

b. Every fully paid shares shall be free from all lien and that in the case of partly paid shares the Issuer’s lien shall be
restricted to moneys called or payable at a fixed time in respect of such shares

Article 46: For the purpose of enforcing such lien, the Board may sell the Shares, subject thereto, in such manner, as it
shall think fit, and, for that purpose, may cause to be issued a duplicate certificate in respect of such Shares, and may
authorise one of their members to execute a transfer thereof, on behalf of and in the name of such manner. The Company
may sell, in such manner as the Board thinks fit, any shares on which the Company has a lien, provided that no sale shall
be made (a) unless a sum in respect of which the lien exists is presently payable; or (b) until the expiration of fourteen days
after a notice in writing stating and demanding payment of such part of the amount in respect of which the lien exists as is
presently payable, has been given to the registered holder for the time being of the share or the person entitled thereto by
reason of his death or insolvency.

Article 47: The net proceeds of any such sale shall be received by the Company and applied in or towards payment of such
part of the amount, in respect of which the lien exists, as is presently payable, and the residue, if any, shall, subject to a like
lien for sums not presently payable as existed upon the Shares before the sale, be paid to the persons entitled to the Shares
at the date of the sale.

Article 48:A member shall exercise any voting rights in respect of the shares in regard to which the Company has exercised
the right of Lien.

FORFEITURE OF SHARES

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Article 49: If any member fails to pay any call or instalment of a call on or before the day appointed for the payment of the
same or any such extension thereof as aforesaid, the Board may, at any time thereafter, during such time as the call or
instalment remains unpaid, give notice to him requiring him to pay the same together with any interest that may have
accrued and all expenses that may have been incurred by the Company by reason of such non-payment.

Article 50: The notice shall name a day, not being less than 14 (Fourteen) days from the date of the notice, and a place or
places on and at which such call or instalment and such interest and expenses as aforesaid are to be paid. The notice shall
also state, that, in the event of the non-payment at or before the time and at the place appointed, the Shares, in respect of
which the call was made or instalment is payable, will be liable to be forfeited.

Article 51: If the requirements of any such notice, as aforesaid, shall not be complied with, every or any Share, in respect
of which such notice has been given, may, at any time thereafter, before payment of all calls or instalments, interest and
expenses, as may be due in respect thereof, be forfeited by a resolution of the Board to that effect. Subject to the provisions
of the Act, such forfeiture shall include all dividends declared or any other moneys payable in respect of the forfeited Shares
and not actually paid before the forfeiture.

Article 52: When any Share shall have been so forfeited, notice of the forfeiture shall be given to the member, in whose
name it stood immediately prior to the forfeiture and an entry of the forfeiture with the date thereof, shall, forthwith, be
made in the Register of Members. But no forfeiture shall be, in any manner, invalidated by any omission or neglect to give
such notice or to make any such entry as aforesaid.

Article 53: Any Share, so forfeited, shall be deemed to be the property of the Company, and may be sold, re-allotted or
otherwise disposed of, either to the original holder thereof or to any other person, upon such terms and in such manner as
the Board shall think fit.

Article 54: Any member, whose Shares have been forfeited, shall, notwithstanding the forfeiture, be liable to pay and shall
forthwith pay to the Company, on demand, all calls, instalments, interest and expenses owing upon or in respect of such
Shares at the time of the forfeiture together with interest thereof, until payment, at such rate, as the Board may determine,
and the Board may enforce the payment thereof, if it thinks fit.

Article 55: The forfeiture of a Share shall involve extinction, at the time of the forfeiture, of all interests in and all claims
and demands against the Company, in respect of such Share and all other rights, incidental to the Share, except only such
of those rights as by these presents are expressly saved.

Article 56: A declaration, in writing, that the declarant is a director or Secretary of the Company and that a Share in the
Company has duly been forfeited in accordance with these Articles, on a date stated in the declaration, shall be conclusive
evidence of the facts therein stated as against all persons claiming to be entitled to the Shares.

Article 57: Upon any sale after forfeiture or for enforcing a lien in purported exercise of the powers hereinbefore given,
the Board may appoint some person to execute an instrument of transfer of the Shares sold, and cause the purchaser’s name
to be entered in the Register, in respect of the Shares sold, and the purchaser shall not be bound to see to the regularity of
the proceedings or to the application of the purchase money, and, after his name has been entered in the Register, in respect
of such Shares, the validity of the sale shall not be impeached by any person, and the remedy of any person aggrieved by
the sale shall be in damages only and exclusively against the Company and no one else.

Article 58: Upon any sale, re-allotment or other disposal under the provisions of the preceding Article, the certificate or
certificates originally issued, in respect of the relative Shares, shall, unless the same shall, on demand by the Company,
have been previously surrendered to it by the defaulting member, stand cancelled and become null and void and of no
effect, and the Directors shall be entitled to issue a duplicate certificate or certificates, in respect of the said Shares, to the
person or persons entitled thereto.

TRANSFER AND TRANSMISSION OF SHARES

Article 59: The Company shall keep the “Register of Transfers” and therein shall fairly and distinctly enter particulars of
every transfer or transmission of any Share.

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The instrument of transfer of any share in the company shall be executed by or on behalf of both the transferor and
transferee. The transferor shall be deemed to remain a holder of the share until the name of the transferee is entered in the
register of members in respect thereof. Dematerialization of Securities
a. Definitions For the purpose of this Article Beneficial Owner means a person or persons whose name is recorded as
such with a depository SEBI means the Securities and Exchange Board of India Depository means a company
formed and registered under the Companies Act 2013 and which has been granted a certificate of registration to act
as a depository under the Securities and Exchange Board of India Act1992 and Security means such security as
may be specified by SEBI from time to time.
b. Dematerialization of securities Notwithstanding anything contained in these Articles the Company shall be entitled
to dematerialize or rematerialize its securities and to offer securities in a dematerialized form pursuant to the
Depositories Act 1996 and the rules framed thereunder if any.
c. Options for investors Every person subscribing to securities offered by the Company shall have the option to receive
security certificates or to hold the securities with a depository. Such apers on who is the beneficial owner of the
securities can at any time opt out of a depository if permitted by law in respect of any security in the manner
provided by the Depositories Act and the Company shall in the manner and within the time prescribed issue to the
beneficial owner the required certificates of securities. If a person opts to hold his security with a depository the
Company shall intimate such depository the details of allotment of the security and on receipt of the information
the depository shall enter in its recordthe name of the allottee as the beneficial owner of the security.
d. Securities in depositories to be in fungible form All securities held by a depository shall be dematerialised and be
in fungible form. Nothing contained in Sections 89 and 186 of the Act shall apply to a depository in respect of the
securities held by it on behalf of the beneficial owners.
e. Rights of depositories and beneficial owners (i). Notwithstanding anything to the contrary contained in the Act or
these Articles a depository shall be deemed to be the registered owner for the purposes of effecting transfer of
ownership of security on behalf of the beneficial owner.(ii). Save as otherwise provided in (a) above the depository
as the registered owner of the securities shall not have any voting rights or any other rights in respect of the securities
held by it.(iii). Every person holding securities of the Company and whose name is entered as the beneficial owner
in the records of the depository shall be deemed to be a member of the Company. The beneficial owner of the
securities shall be entitled to all the rights and benefits and be subject to all the liabilities in respect of his securities
which are held by a depository.
f. Service of documents Notwithstanding anything in the Act or these Articles to the contrary where securities are
held in a depository the records of the beneficial ownership may be served by such depository on the Company by
means of electronic mode or by delivery of floppies or discs.
g. Transfer of securities Nothing contained in Section 56 of the Act or these Articles shall apply to transfer of securities
effected by a transferor and transferee both of whom are entered as beneficial owners in the records of a depository,
h. Allotment of securities dealt with in a depository Notwithstanding anything in the Act or these Articleswhere
securities are dealt with in a depository the Company shall intimate the details thereof to the depository immediately
on allotment of such securities.
i. Distinctive numbers of securities held in a depository Nothing contained in the Act or these Articles regarding the
necessity of having distinctive numbers of securities issued by the Company shall apply to securities held in a
depository.
j. Register and Index of Beneficial owners The Register and Index of Beneficial Owners maintained by a depository
under the Depositories Act 1996 shall be deemed to be the Register and Index of Members and Security Holders
for the purposes of these Articles
k. Company to recognise the rights of registered holders as also the beneficial owners in the records of the depository
Save as herein otherwise provided the Company shall be entitled to treat the person whose name appears on the
Register of Members as the holder of any share as also the beneficial owner of the shares in records of the depository
as the absolute owner thereof as regards receipt of dividends or bonus or services of notices and all or any other
matters connected with the Company and accordingly the Company shall not except as ordered by a Court of
competent jurisdiction or as by law required be bound to recognise any benami trust or equity or equitable
contingent or other claim to or interest in such share on the part of any other person whether or not it shall have
express or implied notice thereof.

Article 60: No transfer shall be registered unless a proper instrument of transfer has been delivered to the Company. A
common form of transfer shall be used. Every instrument of transfer shall be in writing and all provisions of the Act, the

441
rules and applicable laws shall be duly complied with. The instrument shall also be duly stamped, under the relevant
provisions of the Law, for the time being, in force, and shall be signed by or on behalf of the transferor and the transferee,
and in the case of a Share held by two or more holders or to be transferred to the joint names of two or more transferees by
all such joint holders or by all such joint transferees, as the case may be, and the transferor or the transferors, as the case
may be, shall be deemed to remain the holder or holders of such Share, until the name or names of the transferee or the
transferees, as the case may be, is or are entered in the Register of Members in respect thereof. Several executors or
administrators of a deceased member, proposing to transfer the Share registered in the name of such deceased member, or
the nominee or nominees earlier appointed by the said deceased holder of Shares, in pursuance of the Article 88, shall also
sign the instrument of transfer in respect of the Share, as if they were the joint holders of the Share.

Article 61: Shares in the Company may be transferred by an instrument, in writing, in the form, as shall, from time to time,
be approved by the Directors provided that, if so required by the provisions of the Act, such instrument of Transfer shall be
in the form prescribed thereunder and shall be duly stamped and delivered to the Company within the prescribed period.
All the provisions of Section 56 of the Act, 2013 shall be duly complied with in respect of all transfers of Shares and
registration thereof.

Article 62: The Board shall have power, on giving 7 (Seven) days’ previous notice, by advertisement in some newspaper
circulating in the district in which the Registered Office of the Company is, for the time being, situated, to close the transfer
books, the Register of Members of Register of Debenture holders, at such time or times and for such periods, not exceeding
thirty days at a time and not exceeding in the aggregate forty-five days in each year, as it may seem expedient.

Article 63: Subject to the provisions of Section 58 and 59 of the Companies Act 2013, these Articles and any other
applicable provisions of the Act or any other law for the time being in force, the Board may, refuse, whether in pursuance
of any power of the Company under these Articles or otherwise, to register the transfer of, or the transmission by operation
of law of the right to, any Shares or interest of a member in, or Debentures of the Company. The Company shall within the
time required under the law applicable at that time send to the transferee and transferor or to the person giving intimation
of such transmission, as the case may be, notice of the refusal to register such transfer, giving reasons for such refusal
provided that registration of transfer shall not be refused on the ground of the transferor being either alone or jointly with
any other person or persons indebted to the Company on any account whatsoever except when the Company has a lien on
the Shares.

Article 64: An application for the registration of a transfer of Shares in the Company may be made either by the transferor
or the transferee. Where such application is made by a transferor and relates to partly paid Shares, the Company shall give
notice of the application to the transferee. The transferee may, within two weeks from the date of the receipt of the notice
and not later, object to the proposed transfer. The notice to the transferee shall be deemed to have been duly given, if
dispatched by prepaid registered post to the transferee at the address given in the instrument of transfer and shall be deemed
to have been delivered at the time when it would have been delivered in the ordinary course of post.

Article 65: In the case of the death of any one or more of the persons named in the Register of Members as the joint holders
of any Share, the survivor or survivors shall be the only persons recognised by the Company as having any title to or interest
in such Share, but nothing herein contained shall be taken to release the estate of a deceased joint holder from any liability
on Shares held by him jointly with any other person.

Article 66: Subject to the provisions of Article 87 hereunder, the executors or administrators or holders of a such Succession
Certificate or the legal representative of a deceased member, not being one of two or more joint holders, shall be the only
persons recognised by the Company as having any title to the Shares registered in the name of such member, and the
Company shall not be bound to recognise such executors or administrators or holders of a Succession Certificate or the
legal representatives, unless such executors or administrators or legal representatives shall have first obtained Probate or
Letters of Administration or Succession Certificate, as the case may be, from a duly constituted Court in the Union of India,
provided that, in cases, the Board may dispense with production of probate or letters of Administration or Succession
Certificate upon such terms as to indemnify or otherwise, as the Board, in its absolute discretion, may think necessary, in
the circumstances thereof, and, in pursuance of the Article 61 herein under, register the name of any person, who claims to
be absolutely entitled to the Shares standing in the name of a deceased member, as a member.

Article 67: No Share shall, in any circumstances, be transferred to any infant, insolvent or person of unsound mind, and
that no Share, partly paid up, be issued, allotted or transferred to any minor, whether alone or along with other transferees
or allottees, as the case may be.

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Article 68: So long as the director having unlimited liability has not discharged all liabilities, whether present or future, in
respect of the period for which he is and continues to be, so long, liable, he shall not be entitled to transfer the Shares held
by him or cease to be a member of the Stock Exchange(s) to the end and intent that he shall continue to hold such minimum
number of Shares as were held by him prior to his becoming a director with unlimited liability.

Article 69: Subject to the provisions of Articles 64, 65 and 87 hereof, any person becoming entitled to Shares in
consequences of the death, lunacy, bankruptcy or insolvency or any member, or the marriage of any female member or by
any lawful means other than by a transfer in accordance with these presents, may, with the consent of the Board, which it
shall not be under any obligation to give, upon producing such evidence that he sustains the character in respect of which
he proposes to act under the Article or of his title, as the Board thinks sufficient, either be registered himself as the holder
of the Share or elect to have some person, nominated by him and approved by the Board, registered as such person, provided,
nevertheless, that if such person shall elect to have his nominee registered, he shall testify the election by executing in
favour of his nominee an instrument of transfer in accordance with the provisions herein to in these Articles as “The
Transmission Article”.

Article 70: Subject to the provisions of the Act, a person entitled to a Share by transmission shall, subject to the right of
the Directors to retain such dividend or money as hereinafter provided, be entitled to receive and may be given a discharge
for, any dividends or other moneys payable in respect of the Share.

Article 71: No fees shall be charged for registration of transfer, transmission, probate, succession certificate and letters of
administration, certificate of death or marriage, power of attorney or similar document.

Article 72: The Company shall incur no liability or responsibility whatever in consequence of its registering or giving
effect to any transfer of Shares made or purporting to be made by any apparent legal owner thereof, as shown or appearing
in the Register of Members, to the prejudice of persons having or claiming any equitable right, title or interest to or in the
said Shares, notwithstanding that the Company may have had notice of such equitable right, title or interest or notice
prohibiting of such transfer, and may have entered such notice, referred thereto, in any book of the Company, and the
Company shall not be bound or required to regard or attend or give effect any notice which may be given to it of any
equitable right, title or interest, or be under any liability whatsoever refusing or neglecting so to do, though it may have
been entered or referred to in some book of the Company, but the Company shall nevertheless be at liberty to regard and
attend to any such notice, and give effect thereto if the Board shall so think fit.

DEMATERIALISATION OF SECURITIES

Article 73: Notwithstanding anything contained in the Articles, the Company shall be entitled to dematerialise its shares,
debentures and other securities and offer such shares, debentures and other securities in a dematerialised form pursuant to
the Depositories Act 1996.

Article 74: Notwithstanding anything contained in the Articles, and subject to the provisions of the law for the time being
in force, the Company shall on a request made by a beneficial owner, re-materialise the shares, which are in dematerialised
form.

Article 75:Every Person subscribing to the shares offered by the Company shall have the option to receive share certificates
or to hold the shares with a Depository. Where Person opts to hold any share with the Depository, the Company shall
intimate such Depository of details of allotment of the shares to enable the Depository to enter in its records the name of
such Person as the beneficial owner of such shares. Such a Person who is the beneficial owner of the shares can at any time
opt out of a Depository, if permitted by the law, in respect of any shares in the manner provided by the Depositories Act
1996 and the Company shall in the manner and within the time prescribed, issue to the beneficial owner the required
certificate of shares. In the case of transfer of shares or other marketable securities where the Company has not issued any
certificates and where such shares or securities are being held in an electronic and fungible form, the provisions of the
Depositories Act 1996 shall apply.

Article 76:If a Person opts to hold his shares with a Depository, the Company shall intimate such Depository the details of
allotment of the shares, and on receipt of the information, the Depository shall enter in its record the name of the allottee
as the beneficial owner of the shares.

Article 77:All shares held by a Depository shall be dematerialised and shall be in a fungible form.
a. Notwithstanding anything to the contrary contained in the Act or the Articles, a Depository shall be deemed to be
the registered owner for the purposes of effecting any transfer of ownership of shares on behalf of the beneficial

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 owner.
b. Save as otherwise provided in (a) above, the Depository as the registered owner of the shares shall not have any
voting rights or any other rights in respect of shares held by it.

Article 78:Every person holding shares of the Company and whose name is entered as the beneficial owner in the records
of the Depository shall be deemed to be the owner of such shares and shall also be deemed to be a shareholder of the
Company. The beneficial owner of the shares shall be entitled to all the liabilities in respect of his shares which are held by
a Depository. The Company shall be further entitled to maintain a register of members with the details of members holding
shares both in material and dematerialised form in any medium as permitted by law including any form of electronic
medium.

Article 79:Notwithstanding anything in the Act or the Articles to the contrary, where shares are held in a Depository, the
records of the beneficial ownership may be served by such Depository on the Company by means of electronic mode or by
delivery of disks, drives or any other mode as prescribed by law from time to time.

Article 80:Nothing contained in the Act or the Articles regarding the necessity to have distinctive numbers for securities
issued by the Company shall apply to securities held with a Depository.

CONVERSION OF SHARES INTO STOCK AND RECONVERSION

Article 81: The Company, by resolution in general meeting, may convert any paid-up Shares into stock, or may, at any
time, reconvert any stock into paid up Shares of any denomination. When any Shares shall have been converted into stock,
the several holders of such stock may thenceforth transfer their respective interests therein, or any part of such interest, in
the same manner and, subject to the same regulations as to which Shares in the Company may be transferred or as near
thereto as circumstances will admit. But the Directors may, from time to time, if they think fit, fix the minimum amount of
stock transferable, and restrict or forbid the transfer of fractions of that minimum, but with full power nevertheless, at their
discretion, to waive such rules in any particular case. The notice of such conversion of Shares into stock or reconversion of
stock into Shares shall be filed with the Registrar of Companies as provided in the Act.

Article 82: The Stock shall confer on the holders thereof respectively the same privileges and advantages, as regards
participation in profits and voting at meetings of the Company and, for other purposes, as would have been conferred by
Shares of equal amount in the capital of the Company of the same class as the Shares from which such stock was converted
but no such privilege or advantage, except the participation in profits of the Company, or in the assets of the Company on
a winding up, shall be conferred by any such aliquot part or, consolidated stock as would not, if existing in Shares, have
conferred such privileges or advantages. No such conversion shall affect or prejudice any preference or other special
privilege attached to the Shares so converted. Save as aforesaid, all the provisions herein contained shall, so far as
circumstances will admit, apply to stock as well as to Shares and the words “Share” and “Shareholder” in these presents
shall include “stock” and “stock-holder”.

Article 83: The Company may issue Share warrants in the manner provided by the said Act and accordingly the Directors
may, in their discretion, with respect to any fully paid up Share or stock, on application, in writing, signed by the person or
all persons registered as holder or holders of the Share or stock, and authenticated by such evidence, if any, as the Directors
may, from time to time, require as to the identity of the person or persons signing the application, and on receiving the
certificate, if any, of the Share or stock and the amount of the stamp duty on the warrant and such fee as the Directors may,
from time to time, prescribe, issue, under the Seal of the Company, a warrant, duly stamped, stating that the bearer of the
warrant is entitled to the Shares or stock therein specified, and may provide by coupons or otherwise for the payment of
future dividends, or other moneys, on the Shares or stock included in the warrant. On the issue of a Share warrant the names
of the persons then entered in the Register of Members as the holder of the Shares or stock specified in the warrant shall be
struck off the Register of Members and the following particulars shall be entered therein.

a. fact of the issue of the warrant.

b. a statement of the Shares or stock included in the warrant distinguishing each Share by its number, and

c. the date of the issue of the warrant.

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Article 84: A Share warrant shall entitle the bearer to the Shares or stock included in it, and, notwithstanding anything
contained in these articles, the Shares or stock shall be transferred by the delivery of the Share-warrant, and the provisions
of the regulations of the Company with respect to transfer and transmission of Shares shall not apply thereto.

Article 85: The bearer of a Share-warrant shall, on surrender of the warrant to the Company for cancellation, and on
payment of such fees, as the Directors may, from time to time, prescribe, be entitled, subject to the discretion of the
Directors, to have his name entered as a member in the Register of Members in respect of the Shares or stock included in
the warrant.

Article 86: The bearer of a Share-warrant shall not be considered to be a member of the Company and accordingly save as
herein otherwise expressly provided, no person shall, as the bearer of Share-warrant, sign a requisition for calling a meeting
of the Company, or attend or vote or exercise any other privileges of a member at a meeting of the Company, or be entitled
to receive any notice from the Company of meetings or otherwise, or qualified in respect of the Shares or stock specified
in the warrant for being a director of the Company, or have or exercise any other rights of a member of the Company.

Article 87: The Directors may, from time to time, make rules as to the terms on which, if they shall think fit, a new Share
warrant or coupon may be issued by way of renewal in case of defacement, loss, or destruction.

NOMINATION BY SECURITY HOLDER

Article 88:
a. Every holder of Securities in the Company may, at any time, nominate, in the prescribed manner, a person to whom
his Securities in the Company, shall vest in the event of his death.

b. Where the Securities in the Company are held by more than one person jointly, the joint-holders may together
nominate, in the prescribed manner, a person to whom all the rights in the Securities in the Company shall vest in
the event of death of all joint holders.

c. Notwithstanding anything contained in these Articles or any other law, for the time being, in force, or in any
disposition, whether testamentary or otherwise, in respect of such Securities in the Company, where a nomination
made in the prescribed manner purports to confer on any person the right to vest the Securities in the Company, the
nominee shall, on the death of the Shareholders of the Company or, as the case may be, on the death of the joint
holders, become entitled to all the rights in the Securities of the Company or, as the case may be, all the joint
holders, in relation to such securities in the Company, to the exclusion of all other persons, unless the nomination
is varied or cancelled in the prescribed manner.

d. In the case of fully paid up Securities in the Company, where the nominee is a minor, it shall be lawful for the
holder of the Securities, to make the nomination to appoint in the prescribed manner any person, being a guardian,
to become entitled to Securities in the Company, in the event of his death, during the minority.

Article 89:
a. Any person who becomes a nominee by virtue of the provisions of the preceding Article, upon the production of
such evidence as may be required by the Board and subject as hereinafter provided, elect, either –

b. to be registered himself as holder of the Share(s); or

c. to make such transfer of the Share(s) as the deceased Shareholder could have made.

d. If the person being a nominee, so becoming entitled, elects to be registered as holder of the Share(s), himself, he
shall deliver or send to the Company a notice in writing signed by him stating that he so elects, and such notice
shall be accompanied with the death certificate of the deceased shareholder.

e. All the limitations, restrictions and provisions of the Act relating to the right to transfer and the registration of
transfers of Securities shall be applicable to any such notice or transfer as aforesaid as if the death of the member
had not occurred and the notice or transfer has been signed by that Shareholder.

f. A person, being a nominee, becoming entitled to a Share by reason of the death of the holder, shall be entitled to

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 the same dividends and other advantages which he would be entitled if he were the registered holder of the Share
except that he shall not, before being registered a member in respect of his Share be entitled in respect of it to
exercise any right conferred by membership in relation to meetings of the Company:

Provided that the Board may, at any time, give notice requiring any such person to elect either to be registered
himself or to transfer the Share(s) and if the notice is not complied with within ninety days, the Board may thereafter
withhold payment of all dividends, bonuses or other moneys payable in respect of the Share(s) or until the
requirements of the notice have been complied with.

MEETING OF MEMBERS

Article 90:
a. The Company shall, in each year, hold a general meeting as its Annual General Meeting. Any meeting, other than
Annual General Meeting, shall be called Extra-ordinary General Meeting.

b. Not more than 15 (Fifteen) months or such other period, as may be prescribed, from time to time, under the Act,
shall lapse between the date of one Annual General Meeting and that of the next. Nothing contained in the foregoing
provisions shall be taken as affecting the right conferred upon the Registrar under the provisions of the Act to
extend time within which any Annual General Meeting may be held.

c. Every Annual General Meeting shall be called for a time during business hours i.e., between 9 a.m. and 6 p.m., on
a day that is not a National Holiday, and shall be held at the Office of the Company or at some other place within
the city, in which the Office of the Company is situated, as the Board may think fit and determine and the notices
calling the Meeting shall specify it as the Annual General Meeting.

d. Every member of the Company shall be entitled to attend, either in person or by proxy, and by way of a postal
ballot whenever and in the manner as may permitted or prescribed under the provisions of the Act, and the Auditors
to the Company, who shall have a right to attend and to be heard, at any general meeting which he attends, on any
part of the business, which concerns him as the Auditors to the Company, further, the Directors, for the time being,
of the Company shall have a right to attend and to be heard, at any general meeting, on any part of the business,
which concerns them as the Directors of the Company or generally the management of the Company.

e. At every Annual General Meeting of the Company, there shall be laid, on the table, the Directors’ Report and
Audited Statements of Account, Auditors’ Report, the proxy Register with forms of proxies, as received by the
Company, and the Register of Directors’ Share holdings, which Register shall remain open and accessible during
the continuance of the meeting, and therefore in terms of the provisions of Section 96 of the Act, the Annual General
Meeting shall be held within six months after the expiry of such financial year. The Board of Directors shall prepare
the Annual List of Members, Summary of the Share Capital, Balance Sheet and Profit and Loss Account and
forward the same to the Registrar in accordance with the applicable provisions of the Act.

Article 91: The Board may, whenever it thinks fit, call an Extra-ordinary General Meeting and it shall do so upon a
requisition, in writing, by any member or members holding, in aggregate not less than one-tenth or such other proportion
or value, as may be prescribed, from time to time, under the Act, of such of the paid-up capital as at that date carries the
right of voting in regard to the matter, in respect of which the requisition has been made.

Article 92: Any valid requisition so made by the members must state the object or objects of the meeting proposed to be
called, and must be signed by the requisitionists and be deposited at the office, provided that such requisition may consist
of several documents, in like form, each of which has been signed by one or more requisitionists.

Article 93: Upon receipt of any such requisition, the Board shall forthwith call an Extra-ordinary General Meeting and if
they do not proceed within 21 (Twenty-one) days or such other lessor period, as may be prescribed, from time to time,
under the Act, from the date of the requisition, being deposited at the office, to cause a meeting to be called on a day not
later than 45 (Forty-five) days or such other lessor period, as may be prescribed, from time to time, under the Act, from the
date of deposit of the requisition, the requisitionists, or such of their number as represent either a majority in value of the
paid up Share capital held by all of them or not less than one-tenth of such of the paid up Share Capital of the Company as
is referred to in Section 100(4) of the Act, whichever is less, may themselves call the meeting, but, in either case, any

446
meeting so called shall be held within 3 (Three) months or such other period, as may be prescribed, from time to time,
under the Act, from the date of the delivery of the requisition as aforesaid.

Article 94: Any meeting called under the foregoing Articles by the requisitionists shall be called in the same manner, as
nearly as possible as that in which such meetings are to be called by the Board.

Article 95: At least 21 (Twenty-one) days’ notice, of every general meeting, Annual or Extra-ordinary, and by whomsoever
called, specifying the day, date, place and hour of meeting, and the general nature of the business to be transacted there at,
shall be given in the manner hereinafter provided, to such persons as are under these Articles entitled to receive notice from
the Company, provided that in the case of an General Meeting, with the consent of members holding not less than 95 per
cent of such part of the paid up Share Capital of the Company as gives a right to vote at the meeting, a meeting may be
convened by a shorter notice. In the case of an Annual General Meeting of the Shareholders of the Company, if any business
other than
i. the consideration of the Accounts, Balance Sheet and Reports of the Board and the Auditors thereon

ii. the declaration of dividend,

iii. appointment of directors in place of those retiring,

iv. the appointment of, and fixing the remuneration of, the Auditors,

is to be transacted, and in the case of any other meeting, in respect of any item of business, a statement setting out all
material facts concerning each such item of business, including, in particular, the nature and extent of the interest, if any,
therein of every director and manager, if any, where any such item of special business relates to, or affects any other
company, the extent of shareholding interest in that other company or every director and manager, if any, of the Company
shall also be set out in the statement if the extent of such Share-holding interest is not less than such percent, as may be
prescribed, from time to time, under the Act, of the paid-up Share Capital of that other Company.
Where any item of business consists of the according of approval of the members to any document at the meeting, the time
and place, where such document can be inspected, shall be specified in the statement aforesaid.

Article 96: The accidental omission to give any such notice as aforesaid to any of the members, or the non-receipt thereof
shall not invalidate any resolution passed at any such meeting.

Article 97: No general meeting, whether Annual or Extra-ordinary, shall be competent to enter upon, discuss or transact
any business which has not been mentioned in the notice or notices upon which it was convened.

Article 98: If at any meeting no director is willing to act as Chairperson or if no director is present within fifteen minutes
after the time appointed for holding the meeting the members present shall choose one of their members to be Chairperson
of the meeting. In the case of an equality of votes the Chairman shall both on a show of hands on a poll (if any) and e-
voting have casting vote in addition

Article 99: A body corporate, being a member, shall be deemed to be personally present, if it is represented in accordance
with and in the manner as may be prescribed by, the applicable provisions of the Act.

Article 100: If, at the expiration of half an hour from the time appointed for holding a meeting of the Company, a quorum
shall not be present, then the meeting, if convened by or upon the requisition of members, shall stand dissolved, but in any
other case, it shall stand adjourned to such time on the following day or such other day and to such place, as the Board may
determine, and, if no such time and place be determined, to the same day in the next week, at the same time and place in
the city or town in which the office of the Company is, for the time being, situate, as the Board may determine, and, if at
such adjourned meeting also, a quorum is not present, at the expiration of half an hour from the time appointed for holding
the meeting, the members present shall be a quorum, and may transact the business for which the meeting was called.

Article 101: The Chairman of the Board of Directors shall be entitled to take the chair at every general meeting, whether
Annual or Extra-ordinary. If there be no such Chairman, or, if, at any meeting, he shall not be present within 15 (Fifteen)
minutes of the time appointed for holding such meeting, then the members present shall elect another director as the
Chairman of that meeting, and, if no director be present, or if all the Directors present decline to take the Chair, then the
members present shall elect one among them to be the Chairman.

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Article 102: No business shall be discussed at any general meeting, except the election of a Chairman, whilst the Chair is
vacant.

Article 103: The Chairman, with the consent of the meeting, may adjourn any meeting, from time to time, and from place
to place, in the city or town, in which the office of the Company is, for the time being, situate, but no business shall be
transacted at any adjourned meeting, other than the business left unfinished, at the meeting, from which the adjournment
took place.

Article 104: At any general meeting, a resolution put to the vote of the meeting shall be decided on a show of hands, unless
a poll is demanded, before or on the declaration of the result of the show of hands, by any member or members present in
person or by proxy and holding Shares in the Company, which confer a power to vote on the resolution not being less than
one-tenth or such other proportion as may statutorily be prescribed, from time to time, under the Act, of the total voting
power, in respect of the resolution or on which an aggregate sum of not less than Rs. 500,000/- or such other sum as may
statutorily be prescribed, from time to time, under the Act, has been paid up, and unless a poll is demanded, a declaration
by the Chairman that a resolution has, on a show of hands, been carried unanimously or by a particular majority, or has
been lost and an entry to that effect in the minutes book of the Company shall be conclusive evidence of the fact, without
proof of the number or proportion of the votes recorded in favour of or against that resolution.

Article 105: In the case of an equality of votes, the Chairman shall, both on a show of hands and at a poll, if any, have a
casting vote in addition to the vote of votes, if any, to which he may be entitled as a member if he is.

Article 106: If a poll is demanded as aforesaid, the same shall, subject to Article 108 hereunder, be taken at Mumbai or, if
not desired, then at such other place as may be decided by the Board, at such time not later than 48 (Forty-eight) hours from
the time when the demand was made and place in the city or town in which the office of the Company is, for the time being,
situate, and, either by open voting or by ballot, as the Chairman shall direct, and either at once or after an interval or
adjournment, or otherwise, and the result of the poll shall be deemed to be resolution of the meeting at which the poll was
demanded. The demand for a poll may be withdrawn at any time by the persons, who made the demand.

Article 107: Where a poll is to be taken, the Chairman of the meeting shall appoint one or, at his discretion, two scrutinisers,
who may or may not be members of the Company to scrutinise the votes given on the poll and to report thereon to him,
subject to that one of the scrutinisers so appointed shall always be a member, not being an officer or employee of the
Company, present at the meeting, provided that such a member is available and willing to be appointed. The Chairman
shall have power, at any time, before the result of the poll is declared, to remove a scrutiniser from office and fill the
vacancy so caused in the office of a scrutiniser arising from such removal or from any other cause.

Article 108: Any poll duly demanded on the election of a Chairman of a meeting or on any question of adjournment of the
meeting shall be taken forthwith at the same meeting.

Article 109: The demand for a poll, except on questions of the election of the Chairman and of an adjournment thereof,
shall not prevent the continuance of a meeting for the transaction of any business other than the question on which the poll
has been demanded.

VOTES OF MEMBERS

Article 110:

a. A member may exercise his vote at a meeting by electronic means in accordance with section 108 and shall vote
only once. Postal Ballot-Notwithstanding anything contained in the provisions of the Companies Act 2013 and the
Rules made there under the Company may and in the case of resolutions relating to such business as may be
prescribed by such authorities from time. Votes of joint members-In the case of joint holders the vote of the senior
who tenders a vote whether in person or by proxy shall be accepted to the exclusion of the votes of the other joint
holders. If more than one of the said persons remain present than the senior shall alone be entitled to speak and to
vote in respect of such shares but the other or others of the joint holders shall be entitled to be present at the meeting.
Several executors or administrators of adeceased Member in whose name share stands shall for the purpose of these
Articles be deemed joints holders thereof. For this purpose seniority shall be determined by the order in which the
names stand in the register of members. Votes may be given by proxy or by representative-Votes may be given
either personally or by attorney or by proxy or in case of a company by a representative duly Authorised as
mentioned in Articles. Representation of a body corporate -A body corporate (whether a company within the

448
 meaning of the Act or not) may if it is member or creditor of the Company (including being a holder of debentures)
authorised such person by resolution of its Board of Directors as it thinks fit in accordance with the provisions of
Section 113 of the Act to act as its representative at any Meeting of the members or creditors of the Company or
debentures holders of the Company. A person authorised by resolution as aforesaid shall be entitled to exercise the
same rights and powers (including the right to vote by proxy) on behalf of the body corporate as if it were an
individual member creditor or holder of debentures of the Company

b. No member shall be entitled to vote either personally or by proxy at any general meeting or meeting of a class of
Shareholders either upon a show of hands or upon a poll in respect of any Shares registered in his name on which
any calls or other sums presently payable by him have not been paid or in regard to which the Company has, or has
exercised, any right of lien.

Article 111: Subject to the provisions of these Articles and without prejudice to any special privileges or restrictions so to
voting, for the time being, attached to any class of Shares, for the time being, forming part of the capital of the Company,
every member, not disqualified by the last preceding Article shall be entitled to be present, speak and vote at such meeting,
and, on a show of hands, every member, present in person, shall have one vote and, upon a poll, the voting right of every
member present in person or by proxy shall be in proportion to his Share of the paid-up Equity Share Capital of the
Company. Provided, however, if any preference Shareholder be present at any meeting of the Company, subject to the
provision of section 47, he shall have a right to vote only on resolutions, placed before the meeting, which directly affect
the rights attached to his Preference Shares.

Article 112: On a poll taken at a meeting of the Company, a member entitled to more than one vote, or his proxy or other
person entitled to vote for him, as the case may be, need not, if he votes, use all his votes or cast in the same way all the
votes, he uses.

Article 113: A member of unsound mind or in respect of whom an order has been made by a court having jurisdiction in
lunacy, may vote, whether on a show of hands or on a poll, by his committee or other legal guardian; and any such committee
or guardian may, on a poll, vote by proxy. If any member be a minor, the vote, in respect of his Share or Shares, be used
by his guardian, or any one of his guardians, if more than one, to be selected, in the case of dispute, by the Chairman of the
meeting.

Article 114: If there be joint registered holders of any Shares, any one of such persons may vote at any meeting or may
appoint another person, whether a member or not, as his proxy, in respect of such Shares, as if he were solely entitled
thereto, but the proxy so appointed shall not have any right to speak at the meeting and, if more than one of such joint
holders be present at any meeting, then one of the said persons so present, whose name stands higher on the Register, shall
alone be entitled to speak and to vote in respect of such Shares, but the other of the joint holders shall be entitled to be
present at the meeting. Several executors or administrators of a deceased member in whose name Shares stand shall, for the
purpose of these Articles, be deemed joint holders thereof.

Article 115: Subject to the provisions of these Articles, votes may be given either personally or by proxy. A body corporate,
being a member, may vote either by a proxy or by a representative, duly authorised, in accordance with the applicable
provisions, if any, of the Act, and such representative shall be entitled to exercise the same rights and powers, including the
right to vote by proxy, on behalf of the body corporate, which he represents, as that body corporate could exercise, if it
were an individual member.

Article 116: Any person entitled, under the Article 61 hereinabove, to transfer any Share, may vote, at any general meeting,
in respect thereof, in the same manner, as if he were the registered holder of such Shares provided that forty-eight hours at
least before the time of holding the meeting or adjourned meeting, as the case may be, at which he proposes to vote, he
shall satisfy the Directors of his right to transfer such Shares and give such indemnity, if any, as the Directors may require
or the Directors shall have provisionally admitted his right to vote at such meeting in respect thereof.

Article 117: Every proxy, whether a member or not, shall be appointed, in writing, under the hand of the appointer or his
attorney, or if such appointer is a body corporate under the common seal of such corporate, or be signed by an officer or
officers or any attorney duly authorised by it or them, and, for a member of unsound mind or in respect of whom an order
has been made by a court having jurisdiction in lunacy, any committee or guardian may appoint such proxy. The proxy so
appointed shall not have a right to speak on any matter at the meeting.

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Article 118: An instrument of Proxy may state the appointment of a proxy either for the purpose of a particular meeting
specified in the instrument and any adjournment thereof or it may appoint for the purpose of every meeting of the Company
or of every meeting to be held before a date specified in the instrument and every adjournment of any such meeting.

Article 119: A member, present by proxy, shall be entitled to vote only on a poll.

Article 120: The instrument appointing a proxy and a Power of Attorney or other authority, if any, under which it is signed
or a notarised certified copy of that power of authority, shall be deposited at the Office not later than 48 (Forty-eight) hours
before the time for holding the meeting at which the person named in the Instrument proposes to vote, and, in default, the
Instrument of Proxy shall not be treated as valid. No instrument appointing a proxy shall be a valid after the expiration of
12 (Twelve) months or such other period as may be prescribed under the Laws, for the time being, in force, or if there shall
be no law, then as may be decided by the Directors, from the date of its execution.

Article 121: Every Instrument of proxy, whether for a specified meeting or otherwise, shall, as nearly as circumstances
thereto will admit, be in any of the forms as may be prescribed from time to time.

Article 122: A vote, given in accordance with the terms of an Instrument of Proxy, shall be valid notwithstanding the
previous death of insanity of the principal, or revocation of the proxy or of any power of Attorney under which such proxy
was signed or the transfer of the Share in respect of which the vote is given, provided that no intimation, in writing, of the
death or insanity, revocation or transfer shall have been received at the Office before the meeting.

Article 123: No objections shall be made to the validity of any vote, except at any meeting or poll at which such vote shall
be tendered, and every vote, whether given personally or by proxy, or not disallowed at such meeting or on a poll, shall be
deemed as valid for all purposes of such meeting or a poll whatsoever.

Article 124: The Chairman, present at the time of taking of a poll, shall be the sole judge of the validity of every vote
tendered at such poll.

Article 125:
i. The Company shall cause minutes of all proceeding of every general meeting to be kept by making, within 30
(Thirty) days of the conclusion of every such meeting concerned, entries thereof in books kept, whether manually
in the registers or by way of loose leaves bound together, as may be decided by the Board of Directors, for that
purpose with their pages consecutively numbered.

ii. Each page of every such book shall be initialled or signed and the last page of the record of proceedings of each
meeting in such book shall be dated and signed by the Chairman of the same meeting within the aforesaid period
of thirty days or in the event of the death or inability of that Chairman within that period, by a director duly
authorised by the Board for that purpose.

iii. In no case the minutes of proceedings of a meeting shall be attached to any such book as aforesaid by pasting or
otherwise.

iv. The minutes of each meeting shall contain a fair and correct summary of the proceedings there at.

v. All appointments made at any meeting aforesaid shall be included in the minutes of the meeting.

vi. Nothing herein contained shall require or to be deemed to require the inclusion, in any such minutes, of any matter,
which, in the opinion of the Chairman of the meeting, (i) is or could reasonably be regarded as, defamatory of any
person, or (ii) is irrelevant or immaterial to the proceedings, or (iii) is detrimental to the interests of the Company.
The Chairman of the meeting shall exercise an absolute discretion in regard to the inclusion or non-inclusion of any
matter in the minutes on the aforesaid grounds.

vii. Any such minutes shall be conclusive evidence of the proceedings recorded therein.

viii. The book containing the minutes of proceedings of general meetings shall be kept at the Office of the Company
and shall be open, during business hours, for such periods not being less in the aggregate than 2 (Two) hours, in
each day, as the Directors determine, to the inspection of any member without charge.

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 ix. The Company shall also provide e-voting facility to the Shareholders of the Company in terms of the provisions of
the Companies (Management and Administration) Rules, 2014, the SEBI Listing Regulations or any other Law, if
applicable to the Company

DIRECTORS

Article 126: Until otherwise determined by a general meeting of the Company and, subject to the applicable provisions of
the Act, the number of Directors) shall not be less than three nor more than fifteen, provided that the Company may appoint
more than fifteen directors after passing a special resolution. The Company shall have at the minimum such number of
independent Directors on the Board of the Company, as may be required in terms of the provisions of applicable law. In
addition, not less than two-thirds of the total number of Directors shall be persons whose period of office is liable to
determination by retirement of Directors by rotation. The Company shall also comply with the provisions of the Companies
(Appointment and Qualification of Directors) Rules, 2014 and the provisions of the SEBI Listing Regulations.

The First directors of the Company are:

1. Sunita Agarwal
2. Pawan Kumar Agarwal

Nominee Directors- 1. Subject to the provisions of the Companies Act 2013 and notwithstanding anything to the contrary
contained in these Articles the Board may appoint any person as a director nominated by any institution in pursuance of the
provisions of any law for the time being in force or of any agreement. 2. The Nominee Directors so appointed shall not be
required to hold any qualification shares in the Company nor shall be liable to retire by rotation. The Board of Directors of
the Company shall have no power to remove from office the Nominee Directors so appointed. The said Nominee Directors
shall be entitled to the same rights and privileges including receiving of notices copies of the minutes sitting fees etc. as
any other Director of the Company is entitled.3. If the Nominee Directors is an officer of any of the financial institution the
sitting fees in relation to such nominee Directors shall accrue to such financial institution and the same accordingly be paid
by the Company to them. The Financial Institution shall be entitled to depute observer to attend the meetings of the Board
or any other Committee constituted by theBoard.4. The Nominee Directors shall notwithstanding anything to the Contrary
contained in these Articles be at liberty to disclose any information obtained by him them to the Financial Institution
appointing him them as such Directors.

Article 127:
i. Whenever, Directors enter into a contract with any Government, whether central, state or local, bank or financial
institution or any person or persons (hereinafter referred to as “the appointer”) for borrowing any money or for
providing any guarantee or security or for technical collaboration or assistance or for underwriting or enter into any
other arrangement whatsoever or in case of Promoters of the Company (hereinafter referred as “Promoters”), the
Directors shall have, subject to the provisions of Section 152 and other applicable provisions, if any, of the Act, the
power to agree that such appointer or Promoters shall have the right to appoint or nominate by a notice, in writing,
addressed to the Company, one or more Directors on the Board (hereinafter referred to as “Special Director”) for
such period and upon such terms and conditions, as may be mentioned in the agreement if any, and that such
Director or Directors may or may not be liable to retire by rotation, nor be required to hold any qualification Shares.
The Directors may also agree that any such Director or Directors may be removed, from time to time, by the
appointer or Promoter, entitled to appoint or nominate them and the appointer or Promoter may appoint another or
others in his or their place and also fill in vacancy, which may occur as a result of any such director or directors
ceasing to hold that office for any reasons whatsoever. The Directors, appointed or nominated under this Article,
shall be entitled to exercise and enjoy all or any of the rights and privileges exercised and enjoyed by the directors
of the Company including payment of remuneration, sitting fees and travelling expenses to such director or
directors, as may be agreed by the Company with the appointer.

ii. The Company shall have such number of Independent Directors on the Board or Committees of the Board of the
Company, as may be required in terms of the provisions of Section 149 of the Act and the Companies (Appointment
and Qualification of Directors) Rules, 2014, SEBI Listing Regulations or any other Law, as may be applicable.
Further, the appointment of such Independent Directors shall be in terms of the aforesaid provisions of Law and
subject to the requirements prescribed under the SEBI Listing Regulations.

iii. The Special Directors, appointed under the preceding Article, shall be entitled to hold Office until required by the

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 Government, person, firm, body corporate promoters or financial institution/s who may have appointed them. A
Special Director shall not be required to hold any qualification Share(s) in the Company. As and when a Special
Director vacates Office, whether upon request as aforesaid or by death, resignation or otherwise, the Government,
person, firm or body corporate promoters or financial institution, who appointed such Special Director, may appoint
another director in his place. Every nomination, appointment or removal of a Special Director or other notification,
under this Article, shall be in writing and shall, in the case of the Government, be under the hand of a Secretary or
some other responsible and authorised official to such Government, and in the case of a company or financial
institution, under the hand of director of such company or institution duly authorised in that behalf by a resolution
of the Board of Directors. Subject as aforesaid, a Special Director shall be entitled to the same rights and privileges
and be subject to the same of obligations as any other director of the Company.

Article 128: If it is provided by the Trust Deed, securing or otherwise, in connection with any issue of Debentures of the
Company, that any person or persons shall have power to nominate a director of the Company, then in the case of any and
every such issue of Debentures, the person or persons having such power may exercise such power, from time to time, and
appoint a director accordingly. Any director so appointed is hereinafter referred to as “the Debenture Director”. A Debenture
Director may be removed from Office, at any time, by the person or persons in whom, for the time being, is vested the
power, under which he was appointed, and another director may be appointed in his place. A Debenture Director shall not
be required to hold any qualification Share(s) in the Company.

Article 129: Subject to the provisions of section 161(2) of the Act, 2013, The Board may appoint an alternate director to
act for a director (hereinafter called “the Original Director”) during his absence for a period of not less than 3 (Three)
months or such other period as may be, from time to time, prescribed under the Act, from India, in which the meetings of
Board are ordinarily held. An alternate director appointed, under this Article, shall not hold Office for a period longer than
that permissible to the Original Director in whose place he has been appointed and shall vacate Office, if and when the
Original Director returns to that State. If the term of Office of the Original Director is determined before he so returns to
that State, any provisions in the Act or in these Articles for the automatic re-appointment of a retiring director, in default
of another appointment, shall apply to the original director and not to the alternate director.

Article 130: Subject to the provisions of section 161(1) of the Act, 2013, the Board shall have power, at any time and from
time to time, to appoint any other qualified person to be an Additional Director, but so that the total number of Directors
shall not, at any time, exceed the maximum fixed under these Articles. Any such Additional Director shall hold Office only
upto the date of the next Annual General Meeting.

Article 131: Subject to the provisions of section 152 and 162 of the Act, 2013, the Board shall have power, at any time and
from time to time, to appoint any other qualified person to be a director to fill a casual vacancy. Any person so appointed
shall hold Office only upto the date, upto which the director in whose place he is appointed would have held Office if it had
not been vacated by him.

Article 132: A director shall not be required to hold any qualification Share(s) in the Company.

Article 133:
i. Subject to the provisions of section 196, 197 and read with schedule V of the Companies Act, 2013and other
provisions of the Act, the Rules, Law including the provisions of the SEBI Listing Regulations, a Managing
Director or Director who is in the Whole-time employment of the Company may be paid remuneration either by
way of a monthly payment or at a specified percentage of the net profits of the Company or partly by one way and
partly by the other, or in any other manner, as may be, from time to time, permitted under the Act or as may be
thought fit and proper by the Board or, if prescribed under the Act, by the Company in general meeting.

ii. Subject generally to the provisions of the Act, and, in the case of the Managing Director, subject to the provisions
of the Articles herein below, as may be applicable, the Board shall have power to pay such remuneration to a
director for his services, Whole-time or otherwise, rendered to the Company or for services of professional or other
nature rendered by him, as may be determined by the Board. If any director, being willing, shall be called upon to
perform extra services or make any special exception in going to or residing at a place other than the place where
the director usually resides, or otherwise in or for the Company’s business or for any of the purpose of the Company,
then, subject to the provisions of the Act, the Board shall have power to pay to such director such remuneration, as
may be determined by the Board.

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iii. Subject to the provisions of the Act, a director, who is neither in the Whole-time employment nor a Managing
Director, may be paid remuneration either;

(a) by way of monthly, quarterly or annual payment with the approval of the Central Government; or
(b) by way of commission, if the Company, by a special resolution, authorises such payment.

iv. The fee payable to a director, excluding a Managing or Whole time Director, if any, for attending a meeting of the
Board or Committee thereof shall be such sum, as the Board may, from time to time, determine, but within and
subject to the limit prescribed by the Central Government pursuant to the provisions, for the time being, under the
Act.

Article 134: The Board may allow and pay to any director such sum, as the Board may consider fair compensation, for
travelling, boarding, lodging and other expenses, in addition to his fee for attending such meeting as above specified and if
any director be called upon to go or reside out of the ordinary place of his residence for the Company’s business, he shall
be entitled to be repaid and reimbursed of any travelling or other expenses incurred in connection with business of the
Company. The Board may also permit the use of the Company’s car or other vehicle, telephone(s) or any such other facility,
by the director, only for the business of the Company.

Article 135: The continuing Directors may act, notwithstanding, any vacancy in their body but if, and so long as their
number is not reduced below the minimum number fixed by Article 111 hereof. the continuing Directors, not being less
than two, may only act, for the purpose of increasing the number of Directors to that prescribed minimum number or of
summoning a general meeting but for no other purpose.

Article 136: The office of director shall be vacated, pursuant to the provisions of section 164 and section 167 of the
Companies Act, 2013. Further, the Director may resign his office by giving notice to the Company pursuant to section 168
of the Companies Act, 2013

Article 137: The Company shall keep a Register, in accordance with Section 189(1) of the Act, and within the time as may
be prescribed, enter therein such of the particulars, as may be relevant having regard to the application thereto of Section184
or Section 188 of the Act, as the case may be. The Register aforesaid shall also specify, in relation to each director of the
Company, names of the bodies corporate and firms of which notice has been given by him, under the preceding two Articles.
The Register shall be kept at the Office of the Company and shall be open to inspection at such Office, and the extracts
may be taken there from and copies thereof may be required by any member of the Company to the same extent, in the
same manner, and on payment of the same fee as in the case of the Register of Members of the Company and the provisions
of Section 189(3) of the Act shall apply accordingly.

Article 138: A director may be or become a director of any other Company promoted by the Company or in which it may
be interested as a vendor, Shareholder or otherwise, and no such director shall be accountable for any benefits received as
director or Shareholder of such Company except in so far as the provisions of the Act may be applicable.

Article 139:
i. At every Annual General Meeting of the Company, one-third of such of the Directors, for the time being, as are
liable to retire by rotation or if their number is not three or a multiple of three, the number nearest to one-third shall
retire from Office. The Independent, Nominee, Special and Debenture Directors, if any, shall not be subject to
retirement under this clause and shall not be taken into account in determining the rotation of retirement or the
number of directors to retire, subject to Section 152 and other applicable provisions, if any, of the Act.

ii. Subject to Section 152 of the Act, the directors, liable to retire by rotation, at every annual general meeting, shall
be those, who have been longest in Office since their last appointment, but as between the persons, who became
Directors on the same day, and those who are liable to retire by rotation, shall, in default of and subject to any
agreement among themselves, be determined by lot.

Article 140: A retiring director shall be eligible for re-election and shall act as a director throughout the meeting at which
he retires.

Article 141: Subject to Section 152 of the Act, the Company, at the general meeting at which a director retires in manner
aforesaid, may fill up the vacated Office by electing a person thereto.

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Article 142:
i. If the place of retiring director is not so filled up and further the meeting has not expressly resolved not to fill the
vacancy, the meeting shall stand adjourned till the same day in the next week, at the same time and place or if that
day is a public holiday, till the next succeeding day, which is not a public holiday, at the same time and place.

ii. If at the adjourned meeting also, the place of the retiring director is not filled up and that meeting also has not
expressly resolved not to fill the vacancy, the retiring director shall be deemed to have been re-appointed at the
adjourned meetings, unless:-

a) at that meeting or at the previous meeting, resolution for the re-appointment of such director has been put to
the meeting and lost;

b) the retiring director has, by a notice, in writing, addressed to the Company or its Board, expressed his
unwillingness to be so re-appointed;

c) he is not qualified, or is disqualified, for appointment.

d) a resolution, whether special or ordinary, is required for the appointment or reappointment by virtue of any
provisions of the Act; or

e) Section 162 of the Act is applicable to the case.

Article 143: Subject to the provisions of Section 149 of the Act, the Company may, by special resolution, from time to
time, increase or reduce the number of directors, and may alter their qualifications and the Company may, subject to the
provisions of Section 169 of the Act, remove any director before the expiration of his period of Office and appoint another
qualified person in his stead. The person so appointed shall hold Office during such time as the director, in whose place he
is appointed, would have held, had he not been removed.

Article 144:
i. No person, not being a retiring director, shall be eligible for appointment to the office of director at any general
meeting unless he or some member, intending to propose him, has, not less than 14 (Fourteen) days or such other
period, as may be prescribed, from time to time, under the Act, before the meeting, left at the Office of the Company,
a notice, in writing, under his hand, signifying his candidature for the Office of director or an intention of such
member to propose him as a candidate for that office, along with a deposit of Rupees One lakh or such other amount
as may be prescribed, from time to time, under the Act, which shall be refunded to such person or, as the case may
be, to such member, if the person succeeds in getting elected as a director or gets more than twenty-five per cent of
total valid votes cast either on show of hands or on poll on such resolution.

ii. Every person, other than a director retiring by rotation or otherwise or a person who has left at the Office of the
Company a notice under Section 160 of the Act signifying his candidature for the Office of a director, proposed as
a candidate for the Office of a director shall sign and file with the Company, the consent, in writing, to act as a
director, if appointed.

iii. A person, other than a director re-appointed after retirement by rotation immediately on the expiry of his term of
Office, or an Additional or Alternate Director, or a person filling a casual vacancy in the Office of a director under
Section 161 of the Act, appointed as a director or reappointed as a director immediately on the expiry of his term
of Office, shall not act as a director of the Company, unless he has, within thirty days of his appointment, signed
and filed with the Registrar his consent, in writing, to act as such director.

Article 145: The Company shall keep at its Office a Register containing the particulars of its directors and key managerial
personnel and their shareholding as mentioned in Section 170 of the Act, and shall otherwise comply with the provisions
of the said Section in all respects.

Article 146: Every director and Key Managerial Personnel within a period of thirty days of his appointment, or
relinquishment of his office, as the case may be, disclose to the company the particulars specified in sub-section (1) of
section 184 relating to his concern or interest in any company or companies or bodies corporate (including shareholding
interest), firms or other association which are required to be included in the register under that section 189 of the Companies
Act, 2013.

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MANAGING DIRECTOR

Article 147:
i. Subject to the provisions of the Act and of these Articles, the Board shall have power to appoint, from time to time,
any of its member as a Managing Director or Managing Directors of the Company for a fixed term, not exceeding
5 (Five) years at a time, and upon such remuneration and terms and conditions as the Board thinks fit, and subject
to the provisions of any contract between him and the Company, remove or dismiss him from office and appoint
another in his place and subject to the provisions of the succeeding Article hereof, the Board may, by resolution,
vest in such Managing Director or Managing Directors such of the powers hereby vested in the Board generally, as
it thinks fit, and such powers may be made exercisable for such period or periods; and upon such conditions and
subject to such restrictions, as it may determine. The remuneration of a Managing Director may be by way of salary
and/or allowances, commission or participation in profits or perquisites of any kind, nature or description, or by
any or all of these modes, or by any other mode(s) not expressly prohibited by the Act or the Rules made thereunder,
or any notification or circular issued under the Act.

Article 148: Subject to the superintendence, directions and control of the Board, the Managing Director or Managing
Directors shall exercise the powers, except to the extent mentioned in the matters, in respect of which resolutions are
required to be passed only at the meeting of the Board, under Section 179 of the Act and the rules made thereunder

PROCEEDINGS OF THE BOARD OF DIRECTORS

Article 149:

The Board of Directors may meet for the conduct of business adjourn and otherwise regulate its meetings as it thinks fit. A
director may and the manager or secretary on the requisition of a director shall at any time summon a meeting of the Board.
Powers of the Board-The business of the Company shall be managed by the Board who may exercise all such powers of
the Company and do all such acts and things as per Section 179 (3) of the Companies Act2013 as may be necessary unless
otherwise restricted by the Act or by any other law or by the Memorandum or by the Articles required to be exercised by
the Company in General Meeting. However no regulation made by the Company in General Meeting shall invalidate any
prior act of the Board which would have been valid if that regulation had not been made.

The Board may subject to the provisions of the Act delegate any of its powers to committees consisting of such member or
members of its body as it thinks fit and it may from time-to-time revoke and discharge any such committee either wholly
or in part and either as to person or purposes but every Committee so formed shall in the exercise of the powers so delegated
conform to any regulations that may from time to time be imposed on it by the Board. All acts done by any such Committee
in conformity with such regulations and in fulfillment of the purposes of their appointment but not otherwise shall have the
like force and effect as if done by the Board. Any committee so formed shall in the exercise of the powers so delegated
conform to any regulations that may be imposed on it by the Board. The Meetings and proceedings of any such Committee
of the Board consisting of two or more members shall be governed by the provisions herein contained for regulating the
meetings and proceedings of the Directors so far as the same are applicable thereto and are not superseded by any regulations
made by the Directors under the last preceding Article.

Unless decided by the Board to the contrary, depending upon the circumstances of the case, a Managing Director shall not,
while he continues to hold that office, be subject to retirement by rotation, in accordance with the Article 124 hereof. If he
ceases to hold the office of director, he shall ipso-facto and forthwith ceases to hold the office of Managing Director.

Article 150: The Directors may meet together as a Board for the despatch of business, from time to time, and shall so meet
at least once in every 3 (Three) months and at least 4 (Four) such meetings shall be held in every year in such a manner that
not more than one hundred and twenty days (120) days shall intervene between two consecutive meetings of the Board.
The Directors may adjourn and otherwise regulate their meetings as they think fit, subject to the provisions of the Act. The
Board of directors may participate in a meeting of the Board either in person or through video conferencing or other audio
visual means, as may be prescribed, which are capable of recording and recognising the participation of the directors and
of recording and storing the proceedings of such meetings along with date and time subject to the rules as may be prescribed.

Article 151: Not less than seven (7) days’ Notice of every meeting of the Board may be given, in writing, in writing to
every director at his address registered with the company and such notice shall be sent by hand delivery or by post or by
electronic means. Subject to the provisions of section 173(3) meeting may be called at shorter notice.

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Article 152: Subject to Section 174 of the Act, the quorum for a meeting of the Board shall be one-third of its total strength,
excluding Directors, if any, whose places may be vacant at the time and any fraction contained in that one-third being
rounded off as one, or two directors, whichever is higher, provided that where, at any time, the number of interested directors
exceeds or is equal to two-thirds of the total strength the number of the remaining directors, that is to say, the number of
directors who are not interested, present at the meeting, being not less than two, shall be the quorum, during such time.

Article 153: If a meeting of the Board could not be held for want of quorum, then the meeting shall automatically stand
adjourned for 30 minutes in the same day and at same place.

Article 154: A director may, at any time, or Secretary shall, as and when directed by the any of the Directors to do so,
convene a meeting of the Board, by giving a notice, in writing, to every other director.

Article 155: The Board may, from time to time, elect one of their members to be the Chairman of the Board and determine
the period for which he is to hold the office. If at any meeting of the Board, the Chairman is not present at a time appointed
for holding the same, the directors present shall choose one of them, being present, to be the Chairman of such meeting.

Article 156: Subject to the restrictive provisions of any agreement or understanding as entered into by the Company with
any other person(s) such as the collaborators, financial institutions, etc., the questions arising at any meeting of the Board
shall be decided by a majority of the votes of the directors present there at and, also subject to the foregoing, in the case of
an equality of votes, the Chairman shall have a second or casting vote.

Article 157: A meeting of the Board, at which a quorum is present, shall be competent to exercise all or any of the
authorities, powers and discretions, which, by or under the Act or the Articles of the Company, are, for the time being,
vested in or exercisable by the Board generally.

Article 158: applicable provisions of the Act, the Rules, Law including the provisions of the SEBI Listing Regulations.
Subject to the restrictions contained in Section 179 of the Act 2013 and the rules made thereunder, the Board may delegate
any of their powers to the committee of the Board, consisting of such number of its body, as it thinks fit, and it may, from
time to time, revoke and discharge any such committee of the Board, either wholly or in part and either as to persons or
purposes, but every committee of the Board, so formed, shall, in the exercise of the powers so delegated, conform to any
regulations that may, from time to time, be imposed on it by the Board. All acts done by any such committee of the Board,
in conformity with such regulations, and in fulfilment of the purposes of their appointment but not otherwise, shall have
the like force and effect as if were done by the Board.

Article 159: The meetings and proceedings of any meeting of such Committee of the Board, consisting of two or more
members, shall be governed by the provisions contained herein for regulating the meetings and proceedings of the meetings
of the directors, so far as the same are applicable thereto and are not superseded by any regulations made by the Directors
under the last preceding Article.

Article 160: No resolution shall be deemed to have been duly passed by the Board or by a Committee thereof by circulation,
unless the resolution has been circulated in draft, together with the necessary papers, if any, to all the directors or to all the
members of the Committee, then in India, not being less in number than the quorum fixed for a meeting of the Board or
Committee, as the case may be, and to all the directors or to all the members of the Committee, at their usual addresses in
India and has been approved, in writing, by such of the directors or members of the Committee as are then in India, or by a
majority of such of them, as are entitled to vote on the resolution.

Article 161: All acts done by any meeting of the Board or by a Committee of the Board, or by any person acting as a
director shall notwithstanding that it shall, afterwards, be discovered that there was some defect in the appointment of such
director or persons acting as aforesaid or that they or any of them were or was, as the case may be, disqualified or had
vacated office or that the appointment of any of them was disqualified or had vacated office or that the appointment of any
of them had been terminated by virtue of any provisions contained in the Act or in these Articles, be as valid as if every
such person had duly been appointed and was qualified to be a director and had not vacated his office or his appointed had
not been terminated, provided that nothing in this Article shall be deemed to give validity to any act or acts done by a
director or directors after his or their appointment(s) has or have been shown to the Company to be invalid or to have
terminated.

Article 162:
i. The Company shall cause minutes of all proceedings of every meeting of the Board and the Committee thereof to
be kept by making, within 30 (Thirty) days of the conclusion of each such meeting, entries thereof in books kept,

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 whether manually in the registers or by way of loose leaves bound together, as may be decided by the Board of
Directors, for that purpose with their pages consecutively numbered.

ii. Each page of every such book shall be initialled or signed and the last page of the record of proceedings of each
meeting in such book shall be dated and signed by the Chairman of the said meeting or the Chairman of the next
succeeding meeting.

iii. In no case, the minutes of proceedings of a meeting shall be attached to any such book as aforesaid by pasting or
otherwise.

iv. The minutes of each meeting shall contain a fair and correct summary of the proceedings thereat.

v. All appointment made at any of the meetings aforesaid shall be included in the minutes of the meeting.

vi. The minutes shall also contain :-

a) the names of the Directors present at the meeting; and

b) in the case of each resolution passed at the meeting, the names of the directors, if any dissenting from or not
concurring in the resolution.

I. Nothing contained in sub-clauses (i) to (vii) shall be deemed to require the inclusion in any such minutes of any
matter which, in the opinion of the Chairman of the meeting –

a) is, or could reasonably be regarded as, defamatory of any person;

b) is irrelevant or immaterial to the proceedings; or

c) is detrimental to the interests of the Company;.

and that the Chairman shall exercise an absolute discretion with regard to the inclusion or non-inclusion of any matter in
the minutes on the ground specified in this sub-clause.

II. Minutes of the meetings kept in accordance with the aforesaid provisions shall be an evidence of the proceedings
recorded therein.

Article 163: Without prejudice to the general powers as well as those under the Act, and so as not in any way to limit or
restrict those powers, and without prejudice to the other powers conferred by these Articles or otherwise, it is hereby
declared that the Directors shall have, inter alia, the following powers, that is to say, power -
i. to pay the costs, charges and expenses, preliminary and incidental to the promotion, formation, establishment and
registration of the Company;

ii. to pay and charge, to the account of the Company, any commission or interest lawfully payable thereon under the
provision of the Act;

iii. subject to the provisions of the Act, to purchase or otherwise acquire for the Company any property, rights or
privileges, which the Company is authorised to acquire, at or for such price or consideration and generally on such
terms and conditions as they may think fit and being in the interests of the Company, and in any such purchase or
other acquisition to accept such title or to obtain such right as the directors may believe or may be advised to be
reasonably satisfactory;

iv. at their discretion and subject to the provisions of the Act, to pay for any property, right or privileges acquired by
or services rendered to the Company, either wholly or partially, in cash or in Shares, Bonds, Debentures, mortgages,
or other securities of the Company, and any such Shares may be issued either as fully paid up, with such amount
credited as paid up thereon, as may be agreed upon, and any such bonds, Debentures, mortgages or other securities

457
 may either be specifically charged upon all or any part of the properties of the Company and its uncalled capital or
not so charged;

v. to secure the fulfilment of any contracts or engagement entered into by the Company or, in the interests or for the
purposes of this Company, by, with or against any other Company, firm or person, by mortgage or charge of all or
any of the properties of the Company and its uncalled capital, for the time being, or in such manner and to such
extent as they may think fit;

vi. to accept from any member, as far as may be permissible by law, a surrender of his Shares or any part thereof,
whether under buy-back or otherwise, on such terms and conditions as shall be agreed mutually, and as may be
permitted, from time to time, under the Act or any other Law or the Regulations, for the time being, in force,

vii. to appoint any person to accept and hold in trust, for the Company, any property belonging to the Company, in
which it is interested, or for any other purposes, and execute and do all such deeds and things as may be required
in relation to any trust, and to provide for the remuneration of such trustee or trustees;

viii. to institute, conduct, defend, compound or abandon any legal proceedings by or against the Company or its Officers,
or otherwise concerning the affairs of the Company, and also to compound and allow time for payment or
satisfaction of any debts, due and of any differences to arbitration and observe and perform any awards made
thereon;

ix. to act on behalf of the Company in all matters relating to bankruptcy and insolvents;

x. to make and give receipts, releases and other discharges for moneys payable to the Company and for the claims and
demands of the Company;

xi. subject to the applicable provisions of the Act, to invest and deal with any moneys of the Company not immediately
required for the purposes thereof upon such security, not being Shares of this Company, or without security and in
such manner, as they may think fit, and from time to time, to vary or realise such investments, save as provided in
Section 49 of the Act, all investments shall be made and held in the Company’s own name;

xii. to execute, in the name and on behalf of the Company, in favour of any director or other person, who may incur or
be about to incur any personal liability whether as principal or surety, for the benefit or purposes of the Company,
such mortgages of the Company’s property, present and future, as they may think fit, and any such mortgage may
contain a power of sale and such other powers, provisions, covenants and agreements as shall be agreed upon;

xiii. to determine from time to time, who shall be entitled to sign, on behalf of the Company, bills, invoices, notes,
receipts, acceptances, endorsements, cheques, dividend warrants, releases, contracts and or any other document or
documents and to give the necessary authority for such purpose, and further to operate the banking or any other
kinds of accounts, maintained in the name of and for the business of the Company;

xiv. to distribute, by way of bonus, incentive or otherwise, amongst the employees of the Company, a Share or Shares
in the profits of the Company, and to give to any staff, officer or others employed by the Company a commission
on the profits of any particular business or transaction, and to charge any such bonus, incentive or commission paid
by the Company as a part of the operational expenditure of the Company;

xv. to provide for the welfare of directors or ex-directors, Shareholders, for the time being, or employees or ex-
employees of the Company and their wives, widows and families or the dependents or connections of such persons,
by building or contributing to the building of houses or dwellings, or grants of moneys, whether as a gift or
otherwise, pension, gratuities, allowances, bonus, loyalty bonuses or other payments, also whether by way of
monetary payments or otherwise, or by creating and from time to time, subscribing or contributing to provident and
other association, institutions, funds or trusts and by providing or subscribing or contributing towards places of
worship, instructions and recreation, hospitals and dispensaries, medical and other attendance and other assistance,
as the Board shall think fit, and to subscribe or contribute or otherwise to assist or to guarantee money to charitable,
benevolent, religious, scientific, national or other institutions or objects, which shall have any moral or other claim

458
 to support or aid by the Company, either by reason of locality or place of operations, or of public and general utility
or otherwise;

xvi. before recommending any dividend, to set aside out of the profits of the Company such sums, as the Board may
think proper, for depreciation or to a Depreciation Fund, or to an Insurance Fund, a Reserve Fund, Capital
Redemption Fund, Dividend Equalisation Fund, Sinking Fund or any Special Fund to meet contingencies or to
repay debentures or debenture-stock, or for special dividends or for equalising dividends or for repairing,
improving, extending and maintaining any of the property of the Company and for such other purposes, including
the purposes referred to in the preceding clause, as the Board may, in their absolute discretion, think conducive to
the interests of the Company and, subject to the provisions of the Act, to invest the several sums so set aside or so
much thereof, as required to be invested, upon such investments, other than shares of the Company, as they may
think fit, and from time to time, to deal with and vary such investments and dispose of and apply and expend all or
any part thereof for the benefit of the Company, in such manner and for such purposes, as the Board, in their
absolute discretion, think conducive to the interests of the Company, notwithstanding, that the matter, to which the
Board apply or upon which they expend the same, or any part thereof, may be matters to or upon which the capital
moneys of the Company might rightly be applied or expended, and to divide the Reserve Fund into such special
funds, as the Board may think fit, with full power to transfer the whole or any portion of a Reserve Fund or divisions
of a Reserve Fund and with full powers to employ the assets constituting all or any of the above funds, including
the Depreciation Fund, in the business of the Company or in the purchase of or repayment of debentures or
debenture stock and without being bound to keep the same separate from the other assets and without being bound
to pay interest on the same with power however to the Board at their discretion to pay or allow to the credit of such
funds interest at such rate as the Board may think proper, subject to the provisions of the applicable laws, for the
time being, in force.

xvii. to appoint and at their discretion, remove or suspend such general managers, secretaries, assistants, supervisors,
clerks, agents and servants or other employees, in or for permanent, temporary or special services, as they may,
from time to time, think fit, and to determine their powers and duties and to fix their salaries, emoluments or
remuneration of such amount, as they may think fit.

xviii. to comply with the requirements of any local laws, Rules or Regulations, which, in their opinion, it shall, in the
interests of the Company, be necessary or expedient to comply with.

xix. at any time, and from time to time, by power of attorney, under the Seal of the Company, to appoint any person or
persons to be the attorney or attorneys of the Company, for such purposes and with such powers, authorities and
discretions, not exceeding those vested in or exercisable by the Board under these presents and excluding the powers
to make calls and excluding also except in their limits authorised by the Board the power to make loans and borrow
moneys, and for such period and subject to such conditions as the Board may, from time to time, think fit, and any
such appointment may, if the Board thinks fit, be made in favour of the members or in favour of any Company, or
the Share-holders, directors, nominees, or managers of any Company or firm or otherwise in favour of any
fluctuating body of persons whether nominated directly or indirectly by the Board and any such Power of Attorney
may contain such powers for the protection of convenience of person dealing with such Attorneys, as the Board
may think fit, and may contain powers enabling any such delegates all or any of the powers, authorities and
discretions, for the time being, vested in them;

xx. Subject to the provisions of the Act, for or in relation to any of the matters, aforesaid or otherwise, for the purposes
of the Company, to enter into all such negotiations and contracts and rescind and vary all such contracts, and execute
and do all such contracts, and execute and do all such acts, deeds and things in the name and on behalf of the
Company, as they may consider expedient;

xxi. from time to time, make, vary and repeal bylaws for the regulation of the business of the Company, its Officers and
Servants.

MANAGEMENT

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Article 164: The Company shall not appoint or employ, at the same time, more than one of the following categories of
managerial personnel, namely
a. Managing Director, and

b. Manager

CHIEFEXECUTIVE OFFICER, MANAGER, COMPANY SECRETARY OR CHIEF FINANCIAL OFFICER

Article 165: Subject to the provisions of the Act,—

1. A chief executive officer, manager, company secretary, chief financial officer may be appointed by the Board for
such term, at such remuneration and upon such conditions as it may think fit; and any chief executive officer,
manager, company secretary, chief financial officer so appointed may be removed by means of a resolution of the
Board;

2. A director may be appointed as chief executive officer, manager, company secretary, chief financial officer.

Article 166: A provision of the Act or these regulations requiring or authorising a thing to be done by or to a director and
chief executive officer, manager, company secretary, chief financial officer shall not be satisfied by its being done by or to
the same person acting both as director and as, or in place of, chief executive officer, manager, company secretary, chief
financial officer.

COPIES OF MEMORANDUM AND ARTICLES TO BE SENT TO MEMBERS

Article 167: Copies of the Memorandum and Articles of Association of the Company and other documents, referred to in
Section 17 of the Act, shall be sent by the Company to every member, at his request, within 7 (Seven) days of the request,
on payment, if required by the Board, of the sum of Re.1/- (Rupee One Only) or such other higher sum, as may be prescribed,
from time to time, under the Act and further decided, from time to time, by the Board, for each such copy.

SEAL

Article 168:
1. The Board shall provide a Common Seal for the purposes of the Company, and shall have power, from time to time,
to destroy the same and substitute a new Seal in lieu thereof, and the Board shall provide for the safe custody of the
Seal, for the time being, and that the Seal shall never be used except by the authority of the Board or a Committee
of the Board previously given. The Common Seal of the Company shall be kept at its office or at such other place,
in India, as the Board thinks fit.

The seal, if any, shall not be affixed to any instrument except by the authority of a resolution of the Board or a committee
of the Board authorised by it in that behalf, and except in the presence of such persons as the Board may authorise for the
purpose and as may be required under applicable law.

DIVIDEND

Article 169: The profits of the Company, subject to any special rights relating thereto created or authorised to be created
by these Articles, and further subject to the provisions of these Articles, shall be divisible among the members in proportion
to the amount of capital paid up or credited as paid up to the Shares held by them, respectively.

Article 170: The Company, in general meeting, may declare that dividends be paid to the members according to their
respective rights, but no dividends shall exceed the amount recommended by the Board, but the Company may, in general
meeting, declare a smaller dividend than was recommended by the Board.

Article 171: Subject to the applicable provisions of the Act, no dividend shall be declared or paid otherwise than out of
profits of the financial year arrived at after providing for depreciation in accordance with the provisions of the Act or out
of the profits of the Company for any previous financial year or years arrived at after providing for depreciation in
accordance with these provisions and remaining undistributed or out of both provided that :-
i. if the Company has not provided for any previous financial year or years it shall, before declaring or paying a

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 dividend for any financial year, provide for such depreciation out of the profits of the financial year or out of the
profits of any other previous financial year or years;

ii. if the Company has incurred any loss in any previous financial year or years the amount of loss or an amount which
is equal to the amount provided for depreciation for that year or those years whichever is less, shall be set off against
the profits of the Company for the year for which the dividend is proposed to be declared or paid as against the
profits of the Company for any financial year or years arrived at in both cases after providing for depreciation in
accordance with the provisions of schedule II of the Act.

Article 172: The Board may, from time to time, pay to the members such interim dividend, as in their judgement, the
position of the Company justifies.

Article 173: Where capital is paid in advance of calls, such capital may carry interest as may be decided, from time to time,
by the Board, but shall not, in respect thereof, confer a right to dividend or to participate in profits.

Article 174: All dividends shall be apportioned and paid proportionately to the amounts paid up on the shares during which
any portion or portions of the period in respect of which the dividend is paid up; but if any Share is issued on the terms
providing that it shall rank for dividend as from a particular date or on such preferred rights, such Share shall rank for
dividend accordingly.

Article 175: The Board may retain the dividends payable upon Shares in respect of which any person is, under the Article
61 hereinabove, entitled to become a member, or which any person under that article is entitled to transfer until such person
shall become a member in respect of such Shares, or shall duly transfer the same and until such transfer of Shares has been
registered by the Company, notwithstanding anything contained in any other provision of the Act or these Articles, the
provisions of Section 206A of the Act or the corresponding section of Act, 2013 as and when notified shall apply.

Article 176: Any one of several persons, who are registered as joint holders of any Share, may give effectual receipts for
all dividends or bonus and payments on account of dividends or bonus or other moneys payable in respect of such Shares.

Article 177: No member shall be entitled to receive payment of any interest or dividend in respect of his Share or Shares,
whilst any money may be due or owing from him to the Company in respect of such Share or Shares or otherwise
howsoever, either alone or jointly with any other person or persons, and the Board may deduct, from the interest or dividend
payable to any member, all sums of money so due from him to the Company.

Article 178: Subject to the applicable provisions, if any, of the Act, a transfer of Shares shall not pass the right to any
dividend declared thereon and made effective from the date prior to the registration of the transfer.

Article 179: Unless otherwise directed, any dividend may be paid up by cheque or warrant or by a pay-slip sent through
the post to the registered address of the member or person entitled, or, in the case of joint holders, to that one of them first
named in the Register in respect of the joint holdings. Every such cheque or warrant shall be made payable to the order of
the person to whom it is sent. The Company shall not be liable or responsible for any cheque or warrant or pay-slip lost in
transmission or for any dividend lost to the member or person entitled thereto due to or by the forged endorsement of any
cheque or warrant or the fraudulent recovery of the dividend by any other means.

Article 180:
i. If the Company has declared a dividend but which has not been paid or claimed within 30 (Thirty) days from the
date of declaration the Company shall transfer the total amount of dividend which remains unpaid or unclaimed
within the said period of 30 (Thirty) days a special account to be opened by the Company in that behalf in any
scheduled Bank called “the Unpaid Dividend Account of Shree Tirupati Balajee Agro Trading Company Limited”.
The Company shall within a period of ninety days of making any transfer of an amount to the Unpaid Dividend
Account, prepare a statement containing the names, their last known addresses and the unpaid dividend to be paid
to each person and place it on the website of the Company and also on any other website approved by the Central
Government, for this purpose. No unclaimed or unpaid dividend shall be forfeited by the Board before the claim
becomes barred by law.

ii. Any money transferred to the unpaid dividend account of the Company which remains unpaid or unclaimed for a
period of 7 (Seven) years, from the date of such transfer shall be transferred by the Company to the Fund known as
the Investor Education and Protection Fund established under sub section (1) of Section 125 of the Act.

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Article 181: Subject to the provisions of the Act, no unpaid dividend shall bear interest as against the Company.

Article 182: Any general meeting declaring a dividend may, on the recommendation of the Directors, make a call on the
members of such amount as the meeting decides, but so that the call on each member shall not exceed the dividend payable
to him and so that the call be made payable at the same time as the dividend and the dividend may, if so arranged between
the Company and the members, be set off against the calls.

CAPITALISATION

Article 183:
i. The Company, in general meeting, may resolve that any moneys, investments or other assets forming part of the
undivided profits of the Company standing to the credit of the Reserve Fund, or any Capital Redemption Reserve
Account or in the hands of the Company and available for dividend, or representing premium received on the issue
of Shares and standing to the credit of the Share Premium Account, be capitalised and distributed amongst such of
the Shareholders as would be entitled to receive the same, if distributed by way of dividend, and in the same
proportion on the footing that they become entitled thereto as capital, and that all or any part of such capitalised
fund be applied, on behalf of such Shareholders, in paying up in full either at par or at such premium, as the
resolution may provide, any unissued Shares or Debentures or Debenture stock of the Company which shall be
distributed accordingly on in or towards payment of the uncalled liability on any issued Shares or Debentures, stock
and that such distribution or payment shall be accepted by such Shareholders in full satisfaction of their interest in
the said capitalised sum, provided that a Share Premium Account and a Capital Redemption Reserve Account may,
for the purposes of this Article, only be applied for the paying of any unissued Shares to be issued to members of
the Company as, fully paid up, bonus Shares.

ii. A general meeting may resolve that any surplus moneys arising from the realisation of any capital assets of the
Company, or any investments representing the same, or any other undistributed profits of the Company, not subject
to charge for income tax, be distributed among the members on the footing that they receive the same as capital.

iii. For the purpose of giving effect to any resolution under the preceding paragraphs of this Article, the Board may
settle any difficulty, which may arise, in regard to the distribution, as it thinks expedient, and, in particular, may
issue fractional certificates and may fix the value for distribution of any specific assets, and may determine that
such cash payments shall be made to any members upon the footing of the value so fixed or that fraction of value
less than Rs.10/- (Rupees Ten Only) may be disregarded in order to adjust the rights of all parties, and may vest
any such cash or specific assets in trustees upon such trusts for the person entitled to the dividend or capitalised
funds, as may seem expedient to the Board. Where requisite, a proper contract shall be delivered to the Registrar
for registration in accordance with Section 75 of the Act and the Board may appoint any person to sign such
contract, on behalf of the persons entitled to the dividend or capitalised fund, and such appointment shall be
effective.

BORROWING POWERS

Article 184:Subject to the provisions of the Act, the Board may from time to time, at their discretion raise or borrow or
secure the payment of any sum or sums of money for and on behalf of the Company. Any such money may be raised or the
payment or repayment thereof may be secured in such manner and upon such terms and conditions in all respect as the
Board may think fit by promissory notes or by opening loan or current accounts or by receiving deposits and advances at
interest with or without security or otherwise and in particular by the issue of bonds, perpetual or redeemable debentures
of the Company charged upon all or any part of the property of the Company (both present and future) including its uncalled
capital for the time being or by mortgaging or charging or pledging any lands, buildings, machinery, plant, goods or other
property and securities of the Company or by other means as the Board deems expedient.

Article 185:The Board of Directors shall not except with the consent of the Company by way of a special resolution, borrow
moneys where the moneys to be borrowed together with the moneys already borrowed by the Company (apart from
temporary loans obtained from the Company’s bankers in the ordinary course of business) exceeds the aggregate of paid
up capital of the Company and its free reserves.

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Article 186:Subject to the Act and the provisions of these Articles, any bonds, debentures, debenture-stock or other
securities issued or to be issued by the Company shall be under the control of the Board, who may issue them upon such
terms and conditions and in such manner and for such consideration as the Board shall consider to be for the benefit of the
Company.

ACCOUNTS

Article 187: The Company shall keep at the Office or at such other place in India, as the Board thinks fit and proper, books
of account, in accordance with the provisions of the Act with respect to :-
i. all sums of money received and expended by the Company and the matters in respect of which the receipt and
expenditure take place;

ii. all sales and purchases of goods by the Company;

iii. the assets and liabilities of the Company;

iv. such particulars, if applicable to this Company, relating to utilisation of material and/or labour or to other items of
cost, as may be prescribed by the Central Government.

v. Where the Board decides to keep all or any of the books of account at any place, other than the Office of the
Company, the Company shall, within 7 (Seven) days, or such other period, as may be fixed, from time to time, by
the Act, of the decision, file with the Registrar, a notice, in writing, giving the full address of that other place.

vi. The Company shall preserve, in good order, the books of account, relating to the period of not less than 8 (Eight)
years or such other period, as may be prescribed, from time to time, under the Act, preceding the current year,
together with the vouchers relevant to any entry in such books.

vii. Where the Company has a branch office, whether in or outside India, the Company shall be deemed to have
complied with this Article, if proper books of account, relating to the transaction effected at the branch office, are
kept at the branch office, and the proper summarised returns, made up to day at intervals of not more than 3 (Three)
months or such other period, as may be prescribed, from time to time, by the Act, are sent by the branch office to
the Company at its Office or other place in India, at which the books of account of the Company are kept as
aforesaid.

viii. The books of account shall give a true and fair view of the state of affairs of the Company or branch office, as the
case may be, and explain the transactions represented by it. The books of account and other books and papers shall
be open to inspection by any director, during business hours, on a working day, after a prior notice, in writing, is
given to the Accounts or Finance department of the Company.

Article 188: The Board shall, from time to time, determine, whether, and to what extent, and at what times and places, and
under what conditions or regulations, the accounts and books of the Company or any of them shall be open to the inspection
of members, not being the directors, and no member, not being a director, shall have any right of inspecting any account or
books or document of the Company, except as conferred by law or authorised by the Board.

Article 189: The Directors shall, from time to time, in accordance with sections 129 and 134 of the Act, cause to be prepared
and to be laid before the Company in Annual General Meeting of the Shareholders of the Company, such Balance Sheets,
Profit and Loss Accounts, if any, and the Reports as are required by those Sections of the Act.

Article 190: A copy of every such Profit & Loss Accounts and Balance Sheets, including the Directors’ Report, the
Auditors’ Report and every other document(s) required by law to be annexed or attached to the Balance Sheet, shall at least
21 (Twenty-one) days, before the meeting, at which the same are to be laid before the members, be sent to the members of
the Company, to every trustee for the holders of any Debentures issued by the Company, whether such member or trustee
is or is not entitled to have notices of general meetings of the Company sent to him, and to all persons other than such
member or trustees being persons so entitled.

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Article 191: The Auditors, whether statutory, branch or internal, shall be appointed and their rights and duties shall be
regulated in accordance with the provisions of the Act and the Rules made thereunder.

DOCUMENTS AND NOTICES

Article 192:
i. A document or notice may be served or given by the Company on any member either personally or by sending it,
by post or by such other means such as fax, e-mail, if permitted under the Act, to him at his registered address or,
if he has no registered address in India, to the address, if any, in India, supplied by him to the Company for serving
documents or notices on him.

ii. Where a document or notice is sent by post, service of the document or notice shall be deemed to be effected by
properly addressing, pre-paying, wherever required, and posting a letter containing the document or notice,
provided that where a member has intimated to the Company, in advance, that documents or notices should be sent
to him under a certificate of posting or by registered post, with or without the acknowledgement due, and has
deposited with the Company a sum sufficient to defray the expenses of doing so, service of the document or notice
shall not be deemed to be effected unless it is sent in the manner and, such service shall be deemed to have been
effected, in the case of a notice of a meeting, at the expiration of forty-eight hours after the letter containing the
document or notice is posted, and in any other case, at the time at which the letter would be delivered in the ordinary
course of post.

Article 193: A document or notice, whether in brief or otherwise, advertised, if thought fit by the Board, in a newspaper
circulating in the neighbourhood of the Office shall be deemed to be duly served or sent on the day, on which the
advertisement appears, on or to every member who has no registered address in India and has not supplied to the Company
an address within India for the serving of documents on or the sending of notices to him.

Article 194: A document or notice may be served or given by the Company on or to the joint holders of a Share by serving
or giving the document or notice on or to the joint holder named first in the Register of Members in respect of the Share.

Article 195: A document or notice may be served or given by the Company on or to the person entitled to a Share, including
the person nominated in the manner prescribed hereinabove, in consequence of the death or insolvency of a member by
sending it through the post as a prepaid letter addressed to them by name or by the title or representatives of the deceased,
or assigned of the insolvent or by any like description, at the address, if any, in India, supplied for the purpose by the persons
claiming to be entitled, or, until such an address has been so supplied, by serving the document or notice, in any manner in
which the same might have been given, if the death or insolvency had not occurred.

Article 196: Documents or notices of every general meeting shall be served or given in some manner hereinafter authorised
on or to (i) every member, (ii) every person entitled to a Share in consequence of the death or insolvency of member, (iii)
the Auditor or Auditors of the Company, and (iv) the directors of the Company.

Article 197: Every person who, by operation of law, transfer or by other means whatsoever, shall become entitled to any
Share, shall be bound by every document or notice in respect of such Share, which, previously to his name and address
being entered on the Register of Members, shall have duly served on or given to the person from whom he derives his title
to such Shares.

Article 198: Any document or notice to be served or given by the Company may be signed by a director or some person
duly authorised by the Board for such purpose and the signature thereto may be written, printed or lithographed.

Article 199: All documents or notices to be served or given by members on or to the Company or any Officer thereof shall
be served or given by sending it to the Company or Officer at the Office by post, under a certificate of posting or by
registered post, or by leaving it at the Office, or by such other means such as fax, e-mail, if permitted under the Act.

WINDING UP

Article 200: The Company may be wound up in accordance with the Act and the Insolvency and Bankruptcy Code, 2016
(to the extent applicable).

INDEMNITY AND RESPONSIBILITY

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Article 201: Subject to the provisions of the Act, every Director, Secretary and the other officers for the time being of the
Company acting in relation to any of the affairs of the Company shall be indemnified out of the assets of the Company from
and against all suits, proceedings, cost, charges, losses, damage and expenses which they or any of them shall or may incur
or sustain by reason of any act done or committed in or about the execution of their duty in their respective office except
such suits, proceedings, cost, charges, losses, damage and expenses, if any that they shall incur or sustain, by or through
their own wilful neglect or default respectively.

Article 202: The Company may take and maintain any insurance as the Board may think fit on behalf of its present and/or
former Directors and key managerial personnel for indemnifying all or any of them against any liability for any acts in
relation to the Company for which they may be liable but have acted honestly or reasonably.

SECRECY

Article 203:
i. Every director, manager, auditor, treasurer, trustee, member of a committee, officer, servant, agent, accountant or
other person employed in the business of the Company shall, if so required by the Directors, before entering upon
his duties, sign a declaration pledging himself to observe strict secrecy respecting all transactions and affairs of the
Company with the customers and the state of the accounts with the individuals and in matters relating thereto, and
shall, by such declaration, pledge himself not to reveal any of the matters which may come to his knowledge in the
discharge of his duties except when required so to do by the Directors or by Law or by the person to whom such
matters relate and except so far as may be necessary in order to comply with any of the provisions contained in
these Articles or the Memorandum of Association of the Company and the provisions of the Act.

ii. Subject to the provisions of the Act, no member shall be entitled to visit or inspect any works of the Company,
without the permission of the Directors, or to require inspection of any books of accounts or documents of the
Company or discovery of or any information respecting any details of the Company’s trading or business or any
matter which is or may be in the nature of a trade secret, mystery of trade, secret or patented process or any other
matter, which may relate to the conduct of the business of the Company and, which in the opinion of the Directors,
it would be inexpedient in the interests of the Company to disclose.

GENERAL POWER

Article 204:
Wherever in the Act, it has been provided that the Company shall have any right, privilege or authority or that the Company
could carry out any transaction only if the Company is so authorized by its articles, then and in that case this Article
authorizes and empowers the Company to have such rights, privileges or authorities and to carry such transactions as have
been permitted by the Act, without there being any specific Article in that behalf herein provided.

At any point of time from the date of adoption of these Articles, if the Articles are or become contrary to the provisions of
the SEBI Listing Regulations, the provisions of the SEBI Listing Regulations shall prevail over the Articles to such extent
and the Company shall discharge all its obligations as prescribed under the SEBI Listing Regulations, from time to time.

OTHERS

Article 205:
Power to borrow. Subject to the provisions of the Act and these Articles the Board may from time to time at its discretion
by are solution passed at a meeting of the Board generally raise or borrow money by way of deposits loans overdrafts cash
credit or by issue of bonds debentures or debenture stock (perpetual or otherwise) or in any other manner or from any person
firm company cooperative society anybody corporate bank institution whether incorporated in India or abroad Government
or any authority or any other body for the purpose of the Company and may secure the payment of any sums of money so
received raised or borrowed provided that the total amount borrowed by the Company (apart from temporary loans obtained
from the Company’s Bankers in the ordinary course of business) shall not without the consent of the Company in General
Meeting exceed the aggregate of the paid-up capital of the Company and its free reserves that is to say reserves not set apart
for any specified purpose.

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 SECTION IX – OTHER INFORMATION

MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION

The copies of the following documents and contracts which have been entered or are to be entered into by our Company
(not being contracts entered into in the ordinary course of business carried on by our Company or contracts entered into
more than two years before the date of this Red Herring Prospectus) which are or may be deemed material will be attached
to the copy of the Red Herring Prospectus/ Prospectus which will be filed with the RoC. Copies of the contracts and also
the documents for inspection referred to hereunder, may be inspected at the Registered Office and Corporate Office between
10 a.m. and 5 p.m. on all Working Days and (ii) will also be available for inspection on the website of our Company at
www.tirupatibalajee.net from date of the Red Herring Prospectus until the Bid/Offer Closing Date.

Any of the contracts or documents mentioned in this Red Herring Prospectus may be amended or modified at any time if so,
required in the interest of our Company or if required by the other parties, without reference to the Shareholders, subject
to compliance of the provisions contained in the Companies Act and other applicable law.

A. Material Contracts for the Offer

1. Offer Agreement dated December 28, 2023 and addendum to the Offer Agreement dated March 07, 2024 among
our Company, the Selling Shareholder and the BRLMs.

2. Underwriting Agreement dated [●] among our Company, the Selling Shareholder and the Underwriters.

3. Registrar Agreement dated December 28, 2023 and addendum to the Ragistrar Agreement dated March 07, 2024
among our Company, the Selling Shareholder, BRLMs and the Registrar to the Offer.

4. Cash Escrow and Sponsor Bank Agreement dated August 06, 2024 among our Company, the Registrar to the Offer,
Syndicate member, the BRLMs and the Escrow Collection Bank(s), Refund Banker, Sponsor Bank and Public
Offer Bank(s).

5. Share Escrow Agreement dated August 06, 2024 among the Selling Shareholder, our Company and the Share
Escrow Agent i.e. Link Intime India Private Limited.

6. Syndicate Agreement dated August 06, 2024 among our Company, the BRLMs, the Registrar and Syndicate
Members.

7. Monitoring Agency Agreement dated August 21, 2024 between our Company and the Monitoring Agency.

B. Material Documents

1. Certified copies of the updated Memorandum of Association and Articles of Association, as amended from time
to time.

2. Certificate of incorporation dated October 23, 2001 issued to our Company, under the name “Shree Tirupati
Balajee Agro Trading Company Private Limited”.

3. Fresh certificate of incorporation dated November 21, 2023, issued by RoC, consequent upon change of name
from ‘Shree Tirupati Balajee Agro Trading Company Private Limited’ to ‘Shree Tirupati Balajee Agro Trading
Company Limited’, pursuant to a special resolution passed by our Shareholders on November 20, 2023.

4. Resolution of the Board of Directors dated August 31, 2024, approving this Red Herring Prospectus.

5. Resolution of the Board of Directors dated February 08, 2024 in relation to the Offer and other related matters.

6. Shareholders resolution dated March 06, 2024 in relation to the Offer and other related matters;

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7. Copies of annual reports of the Company for Fiscal 2024, 2023 and 2022.

8. The examination report of the Statutory Auditors, M.S. Dahiya & Co., Chartered Accountants dated July 19, 2024,
on our Restated IND AS Consolidated Financial Information, included in this Red Herring Prospectus.

9. The Statement of Possible Special Tax Benefits dated July 23, 2024 issued by the Statutory Auditors included in
this Red Herring Prospectus.

10. Consent from the Selling Shareholder, the Directors, the, the Syndicate Members, Legal Counsel to the Offer,
Registrar to the Offer, Statutory Auditors, Escrow Collection Bank(s), Bankers to the Offer, Promoter, Company
Secretary and Compliance Officer, Chief Financial Officer, and CARE Analytics and Advisory Private Limited
as referred to in their specific capacities.

11. Written consent from M.S. Dahiya & Co, Chartered Accountants dated December 14, 2023 to include their
name as required under Section 26(5) of the Companies Act, 2013 read with SEBI ICDR Regulations in this Red
Herring Prospectus and as an ‘expert’ as defined under Section 2(38) of Companies Act, 2013.

12. Written consent and Certificate on capacity utilisation from Mr. Akhilesh Pandit, Chartered Engineer to include
their name as required under Section 26(5) of the Companies Act, 2013 read with SEBI ICDR Regulations in this
Red Herring Prospectus and as an ‘expert’ as defined under Section 2(38) of Companies Act, 2013.

13. Consent from CARE Analytics and Advisory Private Limited in relation to the industry report titled “FIBC
Industry-Global Flexible Intermediate Bulk Packaging Industry”.

14. Due Diligence Certificate dated March 20, 2024 addressed to SEBI from the BRLMs.

15. Certificate from the Statutory Auditors dated July 23, 2024 in relation to the KPIs.

16. Resolution dated July 31, 2024 passed by the Audit Committee approving the KPIs.

17. Tripartite agreement dated November 29, 2023 among our Company, NSDL and Purva Share Registry (India)
Private Limited (“Registrar to the Company”).

18. Tripartite agreement dated November 28, 2023 among our Company, CDSL and Purva Share Registry (India)
Private Limited (“Registrar to the Company”).

19. Exemption Application dated June 29, 2024 to SEBI for relaxation in terms of Regulation 300(1)(c) of the SEBI
ICDR Regulations from disclosing Mr. Bijay Kumar Khairati Agarwala and his Connected Entities as a member
of the Promoter Group of our Company in the Offer Documents in accordance with SEBI ICDR Regulations.

20. SEBI Letter dated July 10, 2024, rejecting the Exemption Application dated June 29, 2024.

21. In principle listing approvals dated June 18, 2024 and June 18, 2024 issued by BSE and NSE, respectively.

22. SEBI Observation letter no. SEBI/HO/CFD/RAC-DIL/P/OW/2024/20774/1 dated July 12, 2024.

23. Any of the contracts or documents mentioned in this Red Herring Prospectus may be amended or modified at any
time if so, required in the interest of our Company or if required by the other parties, without reference to the
shareholders subject to compliance of the provisions contained in the Companies Act and other relevant statutes.

467
 DECLARATION

I hereby certify and declare that all relevant provisions of the Companies Act and the rules, regulations and guidelines
issued by the Government of India, and the rules, regulations or guidelines issued by SEBI established under Section 3 of
the SEBI Act, as the case may be, have been complied with and no statement made in this Red Herring Prospectus is
contrary to the provisions of the Companies Act, the SCRA, the SCRR, and the SEBI Act, each as amended or the rules
made, regulations or guidelines issued thereunder, as the case may be. We further certify that all the statements in this Red
Herring Prospectus are true and correct.

SIGNED BY THE DIRECTOR OF OUR COMPANY

_________________________

Name: Binod Kumar Agarwal

Designation: Managing Director

Place: Indore
Date: August 31, 2024

468
 DECLARATION

I hereby certify and declare that all relevant provisions of the Companies Act and the rules, regulations and guidelines
issued by the Government of India, and the rules, regulations or guidelines issued by SEBI established under Section 3 of
the SEBI Act, as the case may be, have been complied with and no statement made in this Red Herring Prospectus is
contrary to the provisions of the Companies Act, the SCRA, the SCRR, and the SEBI Act, each as amended or the rules
made, regulations or guidelines issued thereunder, as the case may be. We further certify that all the statements in this Red
Herring Prospectus are true and correct.

SIGNED BY THE DIRECTOR OF OUR COMPANY

_________________________

Name: Ranjan Kumar Mohapatra

Designation: Non-Excutive Director

Place: Indore
Date: August 31, 2024

469
 DECLARATION

I hereby certify and declare that all relevant provisions of the Companies Act and the rules, regulations and guidelines
issued by the Government of India, and the rules, regulations or guidelines issued by SEBI established under Section 3 of
the SEBI Act, as the case may be, have been complied with and no statement made in this Red Herring Prospectus is
contrary to the provisions of the Companies Act, the SCRA, the SCRR, and the SEBI Act, each as amended or the rules
made, regulations or guidelines issued thereunder, as the case may be. We further certify that all the statements in this Red
Herring Prospectus are true and correct.

SIGNED BY THE DIRECTOR OF OUR COMPANY

_________________________

Name: Anubha Mishra

Designation: Executive Director

Place: Indore
Date: August 31, 2024

470
 DECLARATION

I hereby certify and declare that all relevant provisions of the Companies Act and the rules, regulations and guidelines
issued by the Government of India, and the rules, regulations or guidelines issued by SEBI established under Section 3 of
the SEBI Act, as the case may be, have been complied with and no statement made in this Red Herring Prospectus is
contrary to the provisions of the Companies Act, the SCRA, the SCRR, and the SEBI Act, each as amended or the rules
made, regulations or guidelines issued thereunder, as the case may be. We further certify that all the statements in this Red
Herring Prospectus are true and correct.

SIGNED BY THE DIRECTOR OF OUR COMPANY

______________________________

Name: Palash Jain

Designation: Independent Director

Place: Indore
Date: August 31, 2024

471
 DECLARATION

I hereby certify and declare that all relevant provisions of the Companies Act and the rules, regulations and guidelines
issued by the Government of India, and the rules, regulations or guidelines issued by SEBI established under Section 3 of
the SEBI Act, as the case may be, have been complied with and no statement made in this Red Herring Prospectus is
contrary to the provisions of the Companies Act, the SCRA, the SCRR, and the SEBI Act, each as amended or the rules
made, regulations or guidelines issued thereunder, as the case may be. We further certify that all the statements in this Red
Herring Prospectus are true and correct.

SIGNED BY THE DIRECTOR OF OUR COMPANY

_____________________________

Name: Amit Bajaj

Designation: Independent Director

Place: Indore
Date: August 31, 2024

472
 DECLARATION

I hereby certify and declare that all relevant provisions of the Companies Act and the rules, regulations and guidelines
issued by the Government of India, and the rules, regulations or guidelines issued by SEBI established under Section 3 of
the SEBI Act, as the case may be, have been complied with and no statement made in this Red Herring Prospectus is
contrary to the provisions of the Companies Act, the SCRA, the SCRR, and the SEBI Act, each as amended or the rules
made, regulations or guidelines issued thereunder, as the case may be. We further certify that all the statements in this Red
Herring Prospectus are true and correct.

SIGNED BY THE DIRECTOR OF OUR COMPANY

_____________________________

Name: Ruchi Joshi Meratia

Designation: Independent Director

Place: Indore
Date: August 31, 2024

473
 DECLARATION

I hereby certify and declare that all relevant provisions of the Companies Act and the rules, regulations and guidelines
issued by the Government of India, and the rules, regulations or guidelines issued by SEBI established under Section 3 of
the SEBI Act, as the case may be, have been complied with and no statement made in this Red Herring Prospectus is contrary
to the provisions of the Companies Act, the SCRA, the SCRR, and the SEBI Act, each as amended or the rules made,
regulations or guidelines issued thereunder, as the case may be. I further certify that all the statements in this Red Herring
Prospectus are true and correct.

SIGNED BY THE CHIEF FINANCIAL OFFICER OF OUR COMPANY

Nimisha Agrawal
Chief Financial Officer

Place: Indore
Date: August 31, 2024

474
 DECLARATION BY SELLING SHAREHOLDER

I, Binod Kumar Agarwal, hereby confirm and declare that all statements, disclosures and undertakings specifically made
or confirmed by me in this Red Herring Prospectus about or in relation to myself, as the Selling Shareholder and the Equity
Shares being offered by me in the Offer for Sale, are true and correct. I assume no responsibility for any other statements,
disclosures and undertakings including any of the statements, disclosures or undertaking made by or confirmed by or relating
to the Company or any other Selling Shareholder or any other person(s) in this Red Herring Prospectus.

_____________________________

Name: Binod Kumar Agarwal

Managing Director and Selling Shareholder

Place: Indore
Date: August 31, 2024

475