1735731007416_629

(Please scan the QR to DRAFT RED HERRING PROSPECTUS
view the Draft Red Herring Dated: December 28, 2024

Prospectus) Please read section 32 of the Companies Act, 2013
(This Draft Red Herring Prospectus will be updated upon filing with the RoC)
100% Book Built Offer
AJAY POLY LIMITED
CORPORATE IDENTITY NUMBER: U74899DL1980PLC010508

REGISTERED AND CORPORATE CONTACT PERSON EMAIL AND WEBSITE
OFFICE TELEPHONE
70, Okhla Industrial Estate Phase-III, Arun Kumar Upadhyay, Email: www.applindia.co.in
South Delhi, New Delhi – 110 020, Delhi, Company Secretary and compliance@applindia.co.in
India Compliance Officer Tel: +91-11 – 4160 7093
OUR PROMOTERS: BINA JAIN, RAJEEV JAIN AND NITIN JAIN

DETAILS OF THE OFFER OF EQUITY SHARES OF FACE VALUE ₹ 1 EACH
TYPE FRESH ISSUE SIZE OF THE TOTAL ELIGIBILITY AND RESERVATION
SIZE* OFFER FOR OFFER SIZE*
SALE
Fresh Up to [●] Equity Up to 9,300,000 Up to [●] Equity The Offer is being made in terms of Regulation 6(1)
Issue and Shares of face Equity Shares of Shares of face of the Securities and Exchange Board of India (Issue
Offer for value ₹ 1 each face value ₹ 1 value of ₹1 each of Capital and Disclosure Requirements) Regulations,
Sale aggregating up to ₹ each aggregating up 2018 (“SEBI ICDR Regulations”). For further
2,380.00 million aggregating up to ₹ [●] million details, see “Other Regulatory and Statutory
to ₹ [●] million Disclosures – Eligibility for the Offer” on page 405.
For details in relation to share reservation among
Qualified Institutional Buyers (“QIBs”), Non-
Institutional Investors (“NIBs”) and Retail Individual
Investors (“RIIs”), see “Offer Structure” on page 422.
DETAILS OF THE PROMOTER SELLING SHAREHOLDER, OFFER FOR SALE AND WEIGHTED AVERAGE
COST OF ACQUISITION
NAME OF THE TYPE NUMBER OF EQUITY SHARES WEIGHTED AVERAGE
SELLING OFFERED/ AMOUNT (IN ₹ MILLION) COST OF ACQUISITION#
SHAREHOLDER *(IN ₹ PER EQUITY
SHARE)
Bina Jain Promoter Selling Up to 3,700,000 Equity Shares of face value ₹ 1 0.38
Shareholder each aggregating up to ₹ [●] million
Rajeev Jain Promoter Selling Up to 2,800,000 Equity Shares of face value ₹ 1 0.34
Nitin Jain Promoter Selling Up to 2,800,000 Equity Shares of face value ₹ 1 0.36
#As certified by Statutory Auditor by way of their certificate dated December 28, 2024.
* As adjusted for Split of Equity Shares and Bonus Issue
RISKS 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 of our
Company. The face value of each Equity Share is ₹ 1. The Floor Price, the Cap Price and the Offer Price, as determined by our
Company in consultation with the Book Running Lead Managers, in accordance with the SEBI ICDR Regulations, and on the
basis of the assessment of market demand for the Equity Shares by way of the Book Building Process, as stated in “Basis for
Offer Price” on page 123, should not be taken 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 of our Company, or
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 this 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 this 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 Draft Red Herring Prospectus. Specific attention of the investors is invited to “Risk Factors” on
page 29.
OUR COMPANY’S AND PROMOTER SELLING SHAREHOLDERS’ ABSOLUTE RESPONSIBILITY
Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Draft 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 Draft 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 Draft 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, each of the Promoter Selling Shareholders severally and not
jointly, accepts responsibility for and confirms, that the statements specifically made or confirmed by such Promoter Selling
Shareholder in this Draft Red Herring Prospectus, to the extent that the statements and information specifically pertain to such
Promoter Selling Shareholder and the Equity Shares offered by such Promoter Selling Shareholder under the Offer for Sale are
true and correct in all material respects and assumes responsibility that such statements are not misleading in any material respect.
The Promoter Selling Shareholders assume no responsibility for any other statements, including, inter alia, any of the statements
made by or relating to our Company in this Draft Red Herring Prospectus.
LISTING
The Equity Shares, offered through the Red Herring Prospectus are proposed to be listed on the Stock Exchanges being BSE
Limited and National Stock Exchange of India Limited. For the purposes of the Offer, the Designated Stock Exchange is [●]. A
copy of the Red Herring Prospectus and the Prospectus shall be filed with the RoC (as defined hereinafter) in accordance with
Section 26(4) of the Companies Act, 2013. For details of the material contracts and documents available for inspection from the
date of the Red Herring Prospectus up to the Bid/Offer Closing Date, see “Material Contracts and Documents for Inspection” on
page 476.
BOOK RUNNING LEAD MANAGERS
NAME AND LOGO OF THE BRLMs CONTACT PERSON EMAIL AND TELEPHONE
Ritu Sharma Telephone: +91 22 7193 4380
Email: ajaypoly.ipo@motilaloswal.com
Motilal Oswal Investment Advisors
Limited
Sylvia Mendonca Telephone: +91 22 4006 9807
Email: ajaypoly.ipo@sbicaps.com
SBI Capital Markets Limited
REGISTRAR TO THE OFFER

NAME OF THE REGISTRAR CONTACT PERSON EMAIL AND TELEPHONE
KFin Technologies Limited M. Murali Krishna Telephone: +91 40 6716 2222/18003094001
E-mail: ajayploy.ipo@kfintech.com
BID/OFFER PERIOD
ANCHOR [●](1) BID/OFFER [●] BID/OFFER CLOSES ON** [●](2)(3)
INVESTOR OPENS ON
BIDDING DATE
* Our Company, in consultation with the BRLMs, may consider a Pre-IPO Placement of specified securities, as may be permitted under the applicable law,
aggregating up to ₹ 476.00 million at its discretion, prior to filing of the Red Herring Prospectus with the RoC (“Pre- IPO Placement”). The Pre-IPO Placement,
if undertaken, will be at a price to be decided by our Company, in consultation with the BRLMs. If the Pre-IPO Placement is completed, the amount raised pursuant
to the Pre-IPO Placement will be reduced from the Fresh Issue, subject to compliance with Rule 19(2)(b) of the Securities Contracts (Reg ulation) Rules, 1957, as
amended. The Pre-IPO Placement, if undertaken, shall not exceed 20% of the size of the Fresh Issue. Prior to the completion of the Offer, our Company shall
appropriately intimate the subscribers to the Pre-IPO Placement, prior to allotment pursuant to the Pre-IPO Placement, that there is no guarantee that our Company
may proceed with the Offer or the Offer may be successful and will result into listing of the Equity Shares on the Stock Exchanges. Further, relevant disclosures in
relation to such intimation to the subscribers to the Pre-IPO Placement (if undertaken) shall be appropriately made in the relevant sections of the Red Herring
Prospectus and the Prospectus.
(1) Our Company may, in consultation with the Book Running Lead Managers, consider participation by Anchor Investors in accor dance with the SEBI ICDR
Regulations. The Anchor Investor Bidding Date shall be one Working Day prior to the Bid/Offer Opening Date.
(2)Our Company may, in consultation with the Book Running Lead Managers, 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.
(3)UPI mandate end time and date shall be at 5:00 p.m. on the Bid/Offer Closing Date .
(Please scan the QR to DRAFT RED HERRING PROSPECTUS
view the Draft Red Herring Dated: December 28, 2024
Prospectus) Please read section 32 of the Companies Act, 2013
(This Draft Red Herring Prospectus will be updated upon filing with the RoC)
100% Book Built Offer
AJAY POLY LIMITED
Our Company was originally incorporated as ‘Ajay Poly Private Limited’, a private limited company under the Companies Act, 1956, pursuant to a certificate of
incorporation dated June 3, 1980, issued by the RoC. Subsequently, our Company was converted from a private limited company t o a public limited company,
pursuant to a resolution passed by the Board of Directors of our Company on November 6, 2024 and a special resolution passed by the Shareholders of our Company
on November 6, 2024 and the name of our Company was changed from ‘Ajay Poly Private Limited’ to ‘Ajay Poly Limited’ and a fresh certificate of incorporation
dated November 26, 2024 was issued by the RoC. For further details, see “History and Certain Corporate Matters” on page 240.
Corporate Identity Number: U74899DL1980PLC010508

Registered and Corporate Office: 70, Okhla Industrial Estate Phase-III, South Delhi, New Delhi – 110 020, Delhi, India
Contact Person: Arun Kumar Upadhyay, Company Secretary and Compliance Officer; Tel: +91 – 11 – 4160 7093
E-mail: compliance@applindia.co.in, Website: www.applindia.co.in
OUR PROMOTERS: BINA JAIN, RAJEEV JAIN AND NITIN JAIN
INITIAL PUBLIC OFFERING OF UP TO [●] EQUITY SHARES OF FACE VALUE OF ₹ 1 EACH (“EQUITY SHARES”) OF OUR COMPANY
FOR CASH AT A PRICE OF ₹ [●] PER EQUITY SHARE (INCLUDING A PREMIUM OF ₹ [●] PER EQUITY SHARE) (“OFFER PRICE”)
AGGREGATING UP TO ₹ [●] MILLION (THE “OFFER”) COMPRISING A FRESH ISSUE OF UP TO [●] EQUITY SHARES OF FACE VALUE
₹ 1 EACH AGGREGATING UP TO ₹ 2,380.00 MILLION BY OUR COMPANY (THE “FRESH ISSUE”) AND AN OFFER FOR SALE OF UP TO
9,300,000 EQUITY SHARES OF FACE VALUE ₹ 1 EACH (THE “OFFERED SHARES”) AGGREGATING UP TO ₹ [●] MILLION COMPRISING
AN OFFER FOR SALE OF UP TO 3,700,000 EQUITY SHARES OF FACE VALUE ₹ 1 EACH BY BINA JAIN AGGREGATING UP TO ₹ [●]
MILLION, UP TO 2,800,000 EQUITY SHARES BY RAJEEV JAIN AGGREGATING UP TO ₹ [●] MILLION, UP TO 2,800,000 EQUITY SHARES
BY NITIN JAIN AGGREGATING UP TO ₹ [●] MILLION, , AND SUCH EQUITY SHARES OFFERED BY THE PROMOTER SELLING
SHAREHOLDERS, THE “OFFERED SHARES”) (SUCH OFFER FOR SALE BY THE PROMOTER SELLING SHAREHOLDERS, 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.
OUR COMPANY, IN CONSULTATION WITH THE BRLMS, MAY CONSIDER A PRE-IPO PLACEMENT OF SPECIFIED SECURITIES, AS
MAY BE PERMITTED UNDER THE APPLICABLE LAW, AGGREGATING UP TO ₹ 476.00 MILLION AT ITS DISCRETION, PRIOR TO
FILING OF THE RED HERRING PROSPECTUS WITH THE ROC (“PRE- IPO PLACEMENT”). THE PRE-IPO PLACEMENT, IF
UNDERTAKEN, WILL BE AT A PRICE TO BE DECIDED BY OUR COMPANY, IN CONSULTATION WITH THE BRLMS. IF THE PRE-IPO
PLACEMENT IS COMPLETED, THE AMOUNT RAISED PURSUANT TO THE PRE-IPO PLACEMENT WILL BE REDUCED FROM THE
FRESH ISSUE, SUBJECT TO COMPLIANCE WITH RULE 19(2)(B) OF THE SECURITIES CONTRACTS (REGULATION) RULES, 1957, AS
AMENDED. THE PRE-IPO PLACEMENT, IF UNDERTAKEN, SHALL NOT EXCEED 20% OF THE SIZE OF THE FRESH ISSUE. PRIOR TO
THE COMPLETION OF THE OFFER, OUR COMPANY SHALL APPROPRIATELY INTIMATE THE SUBSCRIBERS TO THE PRE-IPO
PLACEMENT, PRIOR TO ALLOTMENT PURSUANT TO THE PRE-IPO PLACEMENT, THAT THERE IS NO GUARANTEE THAT OUR
COMPANY MAY PROCEED WITH THE OFFER OR THE OFFER MAY BE SUCCESSFUL AND WILL RESULT INTO LISTING OF THE
EQUITY SHARES ON THE STOCK EXCHANGES. FURTHER, RELEVANT DISCLOSURES IN RELATION TO SUCH INTIMATION TO THE
SUBSCRIBERS TO THE PRE-IPO PLACEMENT (IF UNDERTAKEN) SHALL BE APPROPRIATELY MADE IN THE RELEVANT SECTIONS
OF THE RED HERRING PROSPECTUS AND THE PROSPECTUS.
THE FACE VALUE OF THE EQUITY SHARES IS ₹1 EACH AND THE OFFER PRICE IS [●] TIMES THE FACE VALUE OF THE EQUITY
SHARES. THE PRICE BAND(INCLUDING EMPLOYEE DISCOUNT, IF ANY)AND THE PRICE BAND AND THE MINIMUM BID LOT SIZE
WILL BE DECIDED BY OUR COMPANY IN CONSULTATION WITH THE BRLMS AND WILL BE ADVERTISED IN [●] EDITIONS OF [●] (A
WIDELY CIRCULATED ENGLISH NATIONAL DAILY NEWSPAPER), AND [●] EDITIONS OF [●] (A WIDELY CIRCULATED HINDI
NATIONAL DAILY NEWSPAPER, HINDI ALSO BEING THE REGIONAL LANGUAGE OF NEW DELHI, WHERE OUR REGISTERED OFFICE
IS SITUATED), AT LEAST TWO WORKING DAYS PRIOR TO THE BID/OFFER OPENING DATE AND SHALL BE MADE AVAILABLE TO
THE NATIONAL STOCK EXCHANGE OF INDIA LIMITED (“NSE”) AND BSE LIMITED (“BSE”) (NSE AND BSE ARE COLLECTIVELY
REFERRED TO AS “STOCK EXCHANGES”) FOR UPLOADING ON THEIR RESPECTIVE WEBSITES IN ACCORDANCE WITH THE
SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018, AS
AMENDED (“SEBI ICDR REGULATIONS”).
In case of any revision to 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 circumstances, our Company may, in
consultation with the BRLMs, for reasons to be recorded in writing, extend the Bid / Offer Period for a minimum of three Working Days, subject to the Bi d/
Offer Period not exceeding 10 Working Days. Any revision in the Price Band and the revised Bid/Offer Period, if applicable, shall 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 BRLMs and at the terminals of the
Syndicate Member(s) and by intimation to the Designated Intermediaries and the Sponsor Bank, as applicable.
This is an Offer in terms of Rule 19(2)(b) of the SCRR, read with Regulation 31 of the SEBI ICDR Regulations. The Offer is be ing made through the Book
Building Process in terms of Regulation 6 (1) of the SEBI ICDR Regulations, wherein not more than 50% of the Offer shall be a vailable for allocation on a
proportionate basis to Qualified Institutional Buyers (“QIBs and such portion, the “QIB Portion”), provided that our Company, in consultation with the BRLMs,
may allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary basis (“ Anchor Investor Portion”), out 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 price at which allocation is made to Anchor Investors
(“Anchor Investor Allocation Price”), in accordance with the SEBI ICDR Regulations. In the event of under-subscription, or non-allocation in the Anchor
Investor Portion, the balance Equity Shares shall be added to the Net QIB Portion. Further, 5% of the Net QIB Portion shall b e 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,
including Mutual Funds, subject to valid Bids being received from them at or above the Offer Price. However, if the aggregate demand from Mutual Funds is
less than 5% of the Net QIB Portion, the balance Equity Shares available for allocation in the Mutual Fund Portion will be added to the remaining Net QIB
Portion for proportionate allocation to QIBs. Further, not less than 15% of the Offer shall be available for all ocation to Non-Institutional Bidders (“Non-
Institutional Portion”) (of which one third of the Non-Institutional Portion shall be reserved for Bidders with an application size between ₹ 200,000 up to ₹
1,000,000 and two-thirds of the Non-Institutional Portion shall be reserved for Bidders with an application size exceeding ₹ 1,000,000) and under-subscription
in either of these two sub-categories of Non-Institutional Portion may be allocated to Bidders in the other subcategory of Non-Institutional Portion, subject to
valid Bids being received at or above the Offer Price 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 from them at or above the Offer Price. All potential Bidders (except Anchor Investors) are
mandatorily required to participate in the Offer through the Application Supported by Blocked Amount (“ASBA”) process by providing details of their respective
ASBA accounts and UPI ID in case of UPI Bidders using the UPI Mechanism, as applicable, pursuant to which their corresponding Bid Amount will be blocked
by the Self Certified Syndicate Banks (“SCSBs”) or by the Sponsor Bank under the UPI Mechanism, as the case may be, to the extent of the respective Bid
Amounts. Anchor Investors are not permitted to participate in the Offer through the ASBA Process. For further details, see “Offer Procedure” on page 425.
RISKS 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 of our Company. The face value of the
Equity Shares is ₹ 1 each. The Floor Price, the Offer Price or the Price Band as determined by our Company in consultation with the BRLMs, in accordance with
the SEBI ICDR Regulations and on the basis of the assessment of market demand for the Equity Shares by way of the Book Building Process, as stated under
“Basis for Offer Price” on page 123, should not be taken 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 or sustained trading in the Equity Shares of our Company, or regarding the price at which the Equity Shares will be traded after
listing.
GENERAL RISKS
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 Draft Red Herring Prospectus. Specific attention of the investors is invited to “Risk Factors” on page 29.
OUR COMPANY’S AND PROMOTER SELLING SHAREHOLDER’S ABSOLUTE RESPONSIBILITY
Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Draft 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 Draft 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 Draft 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, each of the Promoter Selling Shareholders severally and not jointly, accept responsibility for, and
confirm, that the statements specifically made or confirmed by such Promoter Selling Shareholders in this Draft Red Herring Prospectus to the extent that the
statements and information specifically pertain such Promoter Selling Shareholder and the Equity Shares offered by such Promoter Selling Shareholder under
the Offer for Sale, are true and correct in all material respects and assumes responsibility that such statements are not misleading in any material respect. The
Promoter Selling Shareholders assume no responsibility for any other statements, including, inter alia, any of the statements made by or relating to our Company
in this Draft Red Herring Prospectus.
LISTING
The Equity Shares, once 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 letters dated [●] and [●], respectively. For the purposes of the Offer, the Designated
Stock Exchange shall be [●]. 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 further details of the material contracts and documents available for inspection from the date of the Red Herring Prospectus
until the Bid/ Offer Closing Date, see “Material Contracts and Documents for Inspection” on page 476.
BOOK RUNNING LEAD MANAGERS REGISTRAR TO THE OFFER
Motilal Oswal Investment Advisors Limited SBI Capital Markets Limited KFin Technologies Limited
Motilal Oswal Tower, 1501, 15th Floor, Parinee Crescenzo G Block, Selenium, Tower-B, Plot No. 31 and 32
Rahimtullah Sayani Road, Opposite Parel ST Bandra Kurla Complex Bandra (East), Financial District anakramguda
Depot, Prabhadevi, Mumbai 400 025 Mumbai 400051, Maharashtra, India Serilingampally
Maharashtra India Telephone: +91 22 4006 9807 Hyderabad 500 032 Telangana, India
Telephone: +91 22 7193 4380 Email: ajaypoly.ipo@sbicaps.com Telephone: +91 40 6716 2222/18003094001
Email: ajaypoly.ipo@motilaloswal.com Website: www.sbicaps.com E-mail: apl.ipo@kfintech.com
Website: www.motilaloswalgroup.com Investor Grievance ID: Investor grievance e-mail:
Investor Grievance ID: investor.relations@sbicaps.com einward.ris@kfintech.com
moiaplredressal@motilaloswal.com Contact Person: Sylvia Mendonca Contact Person: M. Murali Krishna
Contact Person: Ritu Sharma SEBI Registration Number: Website: www.kfintech.com
SEBI Registration Number: INM000011005 INM000003531 SEBI Registration No.: INR000000221
BID/OFFER PERIOD
BID/OFFER OPENS ON [●](1)
BID/OFFER CLOSES ON [●](2)(3)
(1) Our Company 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.
(2) Our Company 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 Regulation.
(3) UPI mandate end time and date shall be at 5:00 p.m. on the Bid/Offer Closing Date.
TABLE OF CONTENTS
SECTION I – GENERAL...................................................................................................................................................................................... 1
DEFINITIONS AND ABBREVIATIONS ............................................................................................................................................................ 1
CERTAIN CONVENTIONS, PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA AND CURRENCY OF
PRESENTATION.............................................................................................................................................................................................................................14
FORWARD LOOKING STATEMENTS ........................................................................................................................................................... 17
SUMMARY OF THE OFFER DOCUMENT .................................................................................................................................................... 19
SECTION II – RISK FACTORS ....................................................................................................................................................................... 29
SECTION III – INTRODUCTION ................................................................................................................................................................... 69
THE OFFER ........................................................................................................................................................................................................... 69
SUMMARY FINANCIAL INFORMATION..................................................................................................................................................... 71
GENERAL INFORMATION............................................................................................................................................................................... 77
CAPITAL STRUCTURE ...................................................................................................................................................................................... 85
OBJECTS OF THE OFFER................................................................................................................................................................................ 102
BASIS FOR OFFER PRICE................................................................................................................................................................................ 123
STATEMENT OF SPECIAL TAX BENEFITS ............................................................................................................................................... 133
SECTION IV – ABOUT THE COMPANY................................................................................................................................................... 140
INDUSTRY OVERVIEW .................................................................................................................................................................................. 140
OUR BUSINESS.................................................................................................................................................................................................. 205
KEY REGULATIONS AND POLICIES........................................................................................................................................................... 235
HISTORY AND CERTAIN CORPORATE MATTERS ................................................................................................................................ 240
OUR MANAGEMENT....................................................................................................................................................................................... 244
OUR PROMOTERS AND PROMOTER GROUP .......................................................................................................................................... 263
OUR GROUP COMPANIES.............................................................................................................................................................................. 267
DIVIDEND POLICY........................................................................................................................................................................................... 270
SECTION V – FINANCIAL INFORMATION ............................................................................................................................................ 271
RESTATED FINANCIAL INFORMATION ................................................................................................................................................... 271
OTHER FINANCIAL INFORMATION........................................................................................................................................................... 355
RELATED PARTY TRANSACTIONS............................................................................................................................................................ 357
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS............. 358
CAPITALISATION STATEMENT................................................................................................................................................................... 392
FINANCIAL INDEBTEDNESS ........................................................................................................................................................................ 393
SECTION VI – LEGAL AND OTHER INFORMATION ........................................................................................................................ 395
OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS.................................................................................................... 395
GOVERNMENT AND OTHER APPROVALS .............................................................................................................................................. 399
OTHER REGULATORY AND STATUTORY DISCLOSURES ................................................................................................................. 404
SECTION VII – OFFER RELATED INFORMATION ............................................................................................................................ 416
TERMS OF THE OFFER.................................................................................................................................................................................... 416
OFFER STRUCTURE......................................................................................................................................................................................... 422
OFFER PROCEDURE ........................................................................................................................................................................................ 425
RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES .............................................................................................. 444
SECTION VIII – DESCRIPTION OF EQUITY SHARES AND TERMS OF THE ARTICLES OF ASSOCIATION.............. 446
SECTION IX – OTHER INFORMATION ................................................................................................................................................... 476
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION....................................................................................................... 476
DECLARATION ................................................................................................................................................................................................. 479
SECTION I – GENERAL
DEFINITIONS AND ABBREVIATIONS
This Draft 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 assigned below. References to statutes, rules, regulations,
guidelines and policies will, unless the context otherwise requires, be deemed to include all amendments, modifications and
replacements notified thereto, as of the date of this Draft Red Herring Prospectus, and any reference to a statutory provision
shall include any subordinate legislation made from time to time under that provision. 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.
The words and expressions used in this Draft Red Herring Prospectus but not defined herein, shall have, to the extent applicable,
the meanings ascribed to such terms under the Companies Act, the SEBI ICDR Regulations, the SCRA, the Depositories Act or
the rules and regulations made thereunder.
The terms not defined herein but used in “Objects of the Offer”, “History and Certain Corporate Matters”, “Financial
Indebtedness”, “Basis for Offer Price”, “Statement of Special Tax Benefits”, “Industry Overview”, “Key Regulations and
Policies”, “Restated Financial Information”, “Outstanding Litigation and Other Material Developments” “Offer Procedure”
and “Description of Equity Shares and Terms of Articles of Association”, on pages , 102, 240, 393, 123, 133, 235, 271, 395, 425
and 446 respectively, will have the meaning ascribed to such terms in those respective sections.
A.Z General Terms
Term Description
our Company / the Ajay Poly Limited, a public limited company incorporated under the Companies Act, 1956 and
Company / the Issuer validly existing under Companies Act, 2013 and having its registered and corporate office at 70,
Okhla Industrial Estate Phase-III, South Delhi, New Delhi – 110 020, Delhi, India
we / us / our Unless the context otherwise indicates or implies, refers to our Company as on the date of this Draft
Red Herring Prospectus.
B.Z Company Related Terms
Term Description
Articles of Association Articles of association of our Company, as amended from time to time
/ Articles / AoA
Audit Committee Audit Committee of our Board. For more details see “Our Management – Corporate Governance”
on page 251
Auditors / Statutory Statutory auditors of our Company, currently being Singhi & Co., Chartered Accountants
Auditors
Board / Board of Board of directors of our Company, as constituted from time to time or any duly constituted
Directors committee thereof. For details see “Our Management – Board of Directors” on page 244
Bonus Issue Bonus issue of Equity Shares of our Company on December 18, 2024 in the ratio of 10 Equity
Shares of face value of ₹1 for every one Equity Share of face value of ₹1 held by our Shareholders
as on December 17, 2024. For further details, please see “Capital Structure –Equity Share capital
history of our Company” on page 86
Chairman and The chairman and managing director of our Company, namely Rajeev Jain. For details, see “Our
Managing Director Management” on page 244.
Chief Executive Chief executive officer of our Company, namely Avanish Singh Visen. For details, see “Our
Officer / CEO Management – Key Managerial Personnel” on page 260
Chief Financial Chief financial officer of our Company, namely Deepak Garg. For details, see “Our Management –
Officer / CFO Key Managerial Personnel” on page 260
Chennai Unit Our manufacturing unit situated at Plot at No. L-9/2, SIPCOT Industrial Park, Chennai
Company Secretary Company Secretary and compliance officer of our Company, namely Arun Kumar Upadhyay. For
and Compliance details, see “Our Management – Key Managerial Personnel” on page 260
Officer
Corporate Social The corporate social responsibility committee of our Board. For details see “Our Management –
Responsibility Corporate Governance” on page 251
Committee / CSR
Committee
Director(s) The director(s) on the Board of Directors, as appointed from time to time
Equity Shares The equity shares of our Company of face value of ₹ 1 each
ESOP 2024 Ajay Poly Limited – Employee Stock Option Plan 2024
1
Term Description
Executive Director(s) Executive director(s) on our Board. For further details of the Executive Director, see “Our
Management” on page 244
Exemption Application dated November 12, 2024 and December 28, 2024 filed with SEBI under Regulation
Applications 300(1)(c) of the SEBI ICDR Regulations, requesting for relaxation of the strict enforcement of the
provisions of the SEBI ICDR Regulations with respect to identifying and disclosing, (a) S.C Jain,
brother of the spouse of one of our Promoters, Bina Jain, and (b) A.K. Jain, brother of the spouse
of one of our Promoters, Bina Jain, and (c) Neeti Jatia, daughter of one of our Promoters, Bina Jain,
and sister of our Promoters, Rajeev Jain and Nitin Jain, (d) Shivani Gupta, sister in law of one of
our Promoters, Nitin Jain and (e) Deepali Didwania, sister in law of one of our Promoters, Nitin
Jain and body corporates/entities and HUFs in which the aforementioned individual holds 20% or
more of the equity share capital, as members of Promoter Group, and from disclosing information
and confirmations regarding, and from, such natural person(s) and entities, as required under the
SEBI ICDR Regulations
F&S or Frost & Frost & Sullivan (India) Private Limited
Sullivan
F&S Report Industry report prepared by F&S titled “Industry Report on select components businesses for the
consumer durables industry” dated December 27, 2024, which is exclusively prepared for the
purpose of understanding the industry in connection with the Offer and issued by F&S and is
commissioned and paid for by our Company. F&S was appointed on September 5, 2024, pursuant
to an engagement letter entered with our Company. F&S Report is available on the website of our
Company at www.applindia.co.in in accordance with applicable law
Group Companies The group companies of our Company in accordance with the SEBI ICDR Regulations and the
Materiality Policy of our Company. For details see “Our Group Companies” on page 267
Independent Chartered Independent Chartered Engineer of our Company being Vinod Kumar Goel
Engineer
Independent The non-executive, Independent Director(s) on our Board appointed as per the Companies Act,
Director(s) 2013 and the Listing Regulations. For details of our Independent Directors, see “Our Management-
Board of Directors” on page 244
IPO Committee The IPO committee of our Board. For details see “Our Management – Corporate Governance” on
page 251
Karegaon Unit Our manufacturing unit situated at 188, 189/1,189/2, Tehsil Shirur, Karegaon, Pune, Maharashtra,
India
Key Managerial Key managerial personnel of our Company. For details see “Our Management – Key Managerial
Personnel / KMP Personnel” on page 260
Materiality Policy The Materiality Policy adopted by our Board pursuant to a resolution of our Board dated December
26, 2024 for identification of the material: (a) outstanding material litigation proceedings; (b) Group
Companies; and (c) material creditors, pursuant to the requirements of the SEBI ICDR Regulations
and for the purposes of disclosure in this Draft Red Herring Prospectus, the Red Herring Prospectus
and the Prospectus.
Memorandum of The memorandum of association of our Company, as amended from time to time
Association /
Memorandum/ MoA
Mohali Unit Our manufacturing unit situated at Plot No. E-180, Industrial Area, Phase-VII, Mohali, Punjab,
India
Noida Unit-I Our manufacturing unit situated at E-119 and E-120, Industrial Area, Site 'B', Surajpur, Gautam
Budh Nagar, Greater Noida, Uttar Pradesh, India
Noida Unit-II Our manufacturing unit situated at E-121, Industrial Area, Site 'B', Surajpur, Gautam Budh Nagar,
Greater Noida, Uttar Pradesh, India
Noida Unit-III Our manufacturing unit situated at E-122, Industrial Area, Site 'B', Surajpur, Gautam Budh Nagar,
Noida Unit-IV Our manufacturing unit situated at E-123, Industrial Area, Site 'B', Surajpur, Gautam Budh Nagar,
Noida Unit-V Our manufacturing unit situated at Plot No – 3B, Block - Udyog Vihar, Sector Ecotech - II, Gautam
Buddha Nagar, Greater Noida, Uttar Pradesh, India
Nomination and The nomination and remuneration committee of our Company. For details see “Our Management –
Remuneration Corporate Governance” on page 251
Committee / NRC
Committee
Non – Executive A Director, not being an Executive Director. For further details of the Non- Executive Director, see
Director(s) “Our Management” on page 244.
Promoter(s) The promoters of our Company namely, Bina Jain, Rajeev Jain, and Nitin Jain. For details see in
“Our Promoters and Promoter Group” on page 263
2
Term Description
Promoter Group Such persons and entities constituting the promoter group of our Company, pursuant to Regulation
2(1)(pp) of the SEBI ICDR Regulations and as disclosed in “Our Promoters and Promoter Group”
on page 263
Registered Office / 70, Okhla Industrial Estate, Phase-III, South Delhi, New Delhi – 110 020, Delhi, India
Registered and
Corporate Office
Registrar of Registrar of Companies, Delhi and Haryana at Delhi. For further information, see “General
Companies / RoC Information” on page 77.
Restated Financial The Restated Financial Information of our Company, comprising of restated statement of assets and
Information liabilities as at June 30, 2024 and June 30, 2023, and March 31, 2024, March 31, 2023, and March
31, 2022, the restated statement of profit and loss (including other comprehensive income), the
restated statement of cash flows and restated statement of changes in equity for the three month
periods ended June 30, 2024 and June 30, 2023 and for the financial years ended March 31, 2024,
March 31, 2023, and March 31, 2022 and the Significant Accounting Policies and explanatory notes
to the Restated Financial Information of the Company and included in “Restated Financial
Information” on page 271.
Sanand Unit Our manufacturing unit situated at Plot No 02 Survey No 25, Vasodara, Sanand, Ahmedabad,
Gujarat, India
Shirwal Unit Our manufacturing unit situated at Gat No. 381 & 382, Industrial Zone, Revenue Village Wing
Taluka, Khandala, Satara, Maharashtra, India
Selling Shareholder(s) Collectively, Bina Jain, Rajeev Jain and Nitin Jain.
/Promoter Selling
Shareholders
Shareholders The holders of the Equity Shares of our Company from time to time
Senior Management The senior management of our Company in terms of Regulation 2(1)(bbbb) of the SEBI ICDR
Regulations and as described in “Our Management – Key Managerial Personnel and Senior
Management” on page 260
Stakeholders The stakeholders’ relationship committee of our Company. For details see described in “Our
Relationship Management – Corporate Governance” on page 251
Committee
C.Z Offer Related Terms
Term Description
Abridged Prospectus A memorandum containing such salient features of a prospectus as may be specified by SEBI in this
regard
Acknowledgement The slip or document issued by the relevant Designated Intermediary(ies) to a Bidder as proof of
Slip registration of the Bid cum Application Form
Allot / Allotment Unless the context otherwise requires, allotment of Equity Shares offered pursuant to the Fresh Issue
/Allotted and transfer of the Offered Shares by the Promoter Selling Shareholders pursuant to the Offer for Sale
to successful Bidders
Allotment Advice Note or advice or intimation of Allotment sent to the Bidders who have been or are to be Allotted the
Equity Shares after the Basis of Allotment has been approved by the Designated Stock Exchange
Allottee A successful Bidder to whom the Equity Shares are Allotted
Anchor Investor(s) A Qualified Institutional Buyer, applying under the Anchor Investor Portion in accordance with the
requirements specified in the SEBI ICDR Regulations and the Red Herring Prospectus
Anchor Investor Price at which Equity Shares will be allocated to Anchor Investors in terms of the Red Herring
Allocation Price Prospectus and the Prospectus, which will be decided by our Company, in consultation with the
BRLMs during the Anchor Investor Bidding Date
Anchor Investor Application form used by an Anchor Investor to make a Bid in the Anchor Investor Portion, and which
Application Form will be considered as an application for Allotment in terms of the Red Herring Prospectus and the
Prospectus
Anchor Investor The day, being one Working Day prior to the Bid/Offer Opening Date, on which Bids by Anchor
Bid/Offer Period or Investors shall be submitted, prior to and after which the BRLMs will not accept any Bids from Anchor
Anchor Investor Investors, and allocation to Anchor Investors shall be completed
Bidding Date
Anchor Investor Final price at which the Equity Shares will be issued and Allotted to Anchor Investors in terms of the
Offer Price 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 With respect to Anchor Investor(s), it shall be the Anchor Investor Bidding Date, and in the event the
Pay-In Date Anchor Investor Allocation Price is lower than the Offer Price, not later than two Working Days after
the Bid/Offer Closing Date
3
Term Description
Anchor Investor Up to 60% of the QIB Portion which may be allocated by our Company in consultation with the
Portion BRLMs, to Anchor Investors on a discretionary basis, in accordance with the SEBI ICDR
Regulations.
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 accordance with the SEBI ICDR Regulations
Application An application, whether physical or electronic, used by ASBA Bidders to make a Bid and authorize
Supported by an SCSB to block the Bid Amount in the ASBA Account and will include applications made by RIIs
Blocked Amount / using the UPI Mechanism where the Bid Amount will be blocked upon acceptance of UPI Mandate
ASBA Request by RIIs using the UPI Mechanism
ASBA Account A bank account maintained by ASBA Bidders with an SCSB and specified in the ASBA Form
submitted by such ASBA Bidder in which funds will be blocked by such SCSB to the extent of the
specified in the ASBA Form submitted by such ASBA Bidder and includes a bank account maintained
by a Retail Individual Investor linked to a UPI ID, which will be blocked by the SCSB upon
acceptance of the UPI Mandate Request in relation to a Bid by a Retail Individual Investor Bidding
through the UPI Mechanism
ASBA Bidders All Bidders except Anchor Investors
ASBA Form An application form, whether physical or electronic, used by ASBA Bidders to submit Bids which
will be considered as the application for Allotment in terms of the Red Herring Prospectus and the
Prospectus
Banker(s) to the Collectively, the Escrow Collection Bank(s), Refund Bank(s), Sponsor Bank and Public Offer
Offer Account Bank(s), as the case may be
Basis of Allotment Basis on which Equity Shares will be Allotted to successful Bidders under the Offer, as described in
“Offer Procedure” on page 425.
Bid An indication to make an offer during the Bid/Offer Period by an ASBA Bidder pursuant to
submission of the ASBA Form, or during the Anchor Investor Bidding Date by an Anchor Investor,
pursuant to submission of the Anchor Investor Application Form, to subscribe to or purchase the
Equity Shares at a price within the Price Band, including all revisions and modifications thereto as
permitted under the SEBI ICDR Regulations.
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, as
applicable
Bidding Centres Centres at which the Designated Intermediaries shall accept the ASBA Forms, i.e., Designated
Branches for SCSBs, Specified Locations for the Syndicate, Broker Centres for Registered Brokers,
Designated RTA Locations for RTAs and Designated CDP Locations for CDPs
Bid cum Application Anchor Investor Application Form or the ASBA Form, as the context requires
Form
Bid Lot [●] Equity Shares and in multiples of [●] Equity Shares thereafter
Bid/Offer Closing Except in relation to any Bids received from the Anchor Investors, the date after which the Designated
Date Intermediaries will not accept any Bids, which shall be notified in [●] editions of [●] (a widely
circulated English national daily newspaper), and [●] editions of [●] (a widely circulated Hindi
national daily newspaper, Hindi also being the regional language of New Delhi, where our Registered
Office is situated), and in case of any revision, the extended Bid/Offer Closing Date shall also be
widely disseminated by notification to the Stock Exchanges by issuing a press release and also by
indicating the change on the website of the BRLMs and at the terminals of the Members of the
Syndicate and by intimation to the Designated Intermediaries and Sponsor Bank(s), 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.
Bid/ Offer Opening Except in relation to any Bids received from the Anchor Investors, the date on which the Designated
Date Intermediaries shall start accepting Bids, which shall be notified in [●] editions of [●] (a widely
circulated English national daily newspaper), and [●] editions of [●] (a widely circulated Hindi
Office is situated), and in case of any revision, the extended Bid/ Offer Period also be widely
disseminated by notification to the Stock Exchanges by issuing a press release and also by indicating
the change on the website of the BRLMs and at the terminals of the Members of the Syndicate and by
4
Term Description
intimation to the Designated Intermediaries and Sponsor Bank(s), as required under the SEBI ICDR
Regulations.
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 (excluding Anchor Investors) can
submit their Bids, including any revisions thereof in accordance with the SEBI ICDR Regulations and
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.
Bidder / 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 ASBA Bidder and
an Anchor Investor.
Book Building The book building process as described in Part A, Schedule XIII of the SEBI ICDR Regulations, in
Process terms of which the Offer is being made.
Book Running Lead The book running lead managers to the Offer, namely Motilal Oswal Investment Advisors Limited
Managers” or and SBI Capital Markets Limited.
“BRLMs”
Broker Centre Broker centres notified by the Stock Exchanges where ASBA Bidders can submit the ASBA Forms,
provided that RIBs may only submit ASBA Forms at such broker centres if they are Bidding using
the UPI Mechanism, to a Registered Broker and details of which are available on the websites of the
respective Stock Exchanges. The details of such Broker Centres, along with the names and the contact
details of the Registered Brokers are available on the respective websites of the Stock Exchanges
(www.bseindia.com and www.nseindia.com) and updated from time to time.
Bidding Centres Centres at which the Designated Intermediaries shall accept the Bid cum Application 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.
CAN or The notice or advice or intimation of allocation of the Equity Shares sent to Anchor Investors who
Confirmation of have been allocated Equity Shares on / after the Anchor Investor Bidding Date.
Allocation Note
Cap Price The higher end of the Price Band, i.e. ₹ [●] per Equity Share, above which the Offer Price and the
Anchor Investor Offer Price will not be finalised and above which no Bids will be accepted. The Cap
Price shall be at least 105% of the Floor Price and less than or equal to 120% of the Floor Price.
Cash Escrow and The agreement to be entered into between our Company, the Promoter Selling Shareholders, the
Sponsor Bank Registrar to the Offer, the BRLMs, the Syndicate Member, the Banker(s) to the Offer, inter alia, for
Agreement the appointment of the Sponsor Bank in accordance with the UPI Circular, for the collection of the
Bid Amounts from Anchor Investors, transfer of funds to the Public Offer Account and where
applicable, refunds of the amounts collected from Bidders, on the terms and conditions thereof.
Client ID Client identification number maintained with one of the Depositories in relation to the Bidder’s
beneficiary account.
Collecting A depository participant as defined under the Depositories Act, 1996 registered with SEBI and who
Depository is eligible to procure Bids at the Designated CDP Locations in terms of circular no.
Participant or CDP CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015, issued by SEBI, as per the list available
on the websites of BSE and NSE, as updated from time to time.
Cut-off Price The Offer Price, as finalised by our Company, in consultation with the BRLMs which shall be any
price within the Price Band. Only Retail Individual Bidders are entitled to Bid at the Cut-off Price.
QIBs (including Anchor Investors) and Non-Institutional Bidders are not entitled to Bid at the Cut-off
Price.
Cut-Off Time For all pending UPI Mandate Requests, the Sponsor Bank(s) shall initiate requests for blocking of
funds in the ASBA Accounts of relevant Bidders with a confirmation cutoff time of 5:00 pm on after
the Bid/Issue Closing Date.
Demographic Details of the Bidders including the Bidder’s address, name of the Bidder’s father/ husband, investor
Details status, occupation, PAN, DP ID, Client ID and bank account details and UPI ID, where applicable.
Designated CDP Such locations of the CDPs where Bidders can submit the ASBA Forms, a list of which, along with
Locations names and contact details of the Collecting Depository Participants eligible to accept ASBA Forms
are available on the websites of the respective Stock Exchanges (www.bseindia.com and
www.nseindia.com) as updated from time to time.
Designated Date The date on which funds are transferred from the Escrow Account to the Public Offer Account or the
Refund Account, as appropriate, or the funds blocked by the SCSBs are transferred from the ASBA
Accounts to the Public Offer Account, as the case may be, in terms of the Red Herring Prospectus and
the Prospectus, after the finalisation of the Basis of Allotment in consultation with the Designated
Stock Exchange, following which the Board of Directors or IPO Committee may Allot Equity Shares
to successful Bidders in the Offer.
5
Term Description
Designated In relation to ASBA Forms submitted by RIBs with an application size of up to ₹200,000 and Non-
Intermediaries Institutional Bidders Bidding with an application size of up to ₹500,000 (not using the UPI
mechanism) by authorising 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, SCSBs and
RTAs.
In relation to ASBA Forms submitted by QIBs and Non-Institutional Bidders, Designated

Intermediaries shall mean Syndicate, Sub-Syndicate/ agents, SCSBs, Registered Brokers, the CDPs
and RTAs.
Designated RTA Such locations of the RTAs where Bidders can submit the ASBA Forms to RTAs, a list of which,
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) and updated
from time to time.
Designated SCSB Such branches of the SCSBs which shall collect ASBA Forms, a list of which is available on the
Branches website of the SEBI at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=35 and
updated from time to time, and at such other websites as may be prescribed by SEBI from time to
time.
Designated Stock [●]
Exchange
Draft Red Herring This draft red herring prospectus dated December 28, 2024, issued in accordance with the SEBI ICDR
Prospectus or DRHP Regulations, which does not contain complete particulars of the Offer, including the price at which
the Equity Shares will be Allotted and the size of the Offer, and includes any addenda or corrigenda
thereto.
Eligible FPIs FPIs that are eligible to participate in the Offer in terms of applicable law and 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 NRIs NRI(s) eligible to invest under the relevant provisions of the FEMA Rules, on a non-repatriation basis,
from jurisdictions outside India where it is not unlawful to make an offer or invitation under the Offer
and in relation to whom the Bid cum Application Form and the Red Herring Prospectus will constitute
an invitation to purchase the Equity Shares
Escrow Account(s) Accounts opened with the Escrow Collection Bank(s) and in whose favour Anchor Investors will
transfer money through direct credit/ NEFT/ RTGS/NACH in respect of Bid Amounts when
submitting a Bid
Escrow Collection The banks which are clearing members and registered with SEBI as Bankers to an issue under the BTI
Bank(s) Regulations, and with whom the Escrow Account(s) will be opened, in this case being [●]
First 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
Fraudulent Borrower Fraudulent borrower as defined under Regulation 2(1)(lll) of the SEBI ICDR Regulations
Fugitive Economic A fugitive economic offender as defined under the Fugitive Economic Offenders Act, 2018
Offender
Floor Price The lower end of the Price Band, i.e. ₹ [●] subject to any revision(s) thereto, at or above which the
Offer Price and the Anchor Investor Offer Price will be finalised and below which no Bids, will be
accepted
Fresh Issue The fresh issue component of the Offer comprising of an issuance of up to [●] Equity Shares of face
value of ₹ 1 each at ₹ [●] per Equity Share (including a premium of ₹ [●] per Equity Share) aggregating
up to ₹ 2,380.00 million by our Company.
Our Company, in consultation with the BRLMs, may consider a Pre-IPO Placement of specified
securities, as may be permitted under the applicable law, aggregating up to ₹ 476.00 million at its
discretion, prior to filing of the Red Herring Prospectus with the RoC. The Pre-IPO Placement, if
undertaken, will be at a price to be decided by our Company, in consultation with the BRLMs. If the
Pre-IPO Placement is completed, the amount raised pursuant to the Pre-IPO Placement will be reduced
from the Fresh Issue, subject to compliance with Rule 19(2)(b) of the Securities Contracts
(Regulation) Rules, 1957, as amended. The Pre-IPO Placement, if undertaken, shall not exceed 20%
of the size of the Fresh Issue. Prior to the completion of the Offer, our Company shall appropriately
intimate the subscribers to the Pre-IPO Placement, prior to allotment pursuant to the Pre-IPO
6
Term Description
Placement, that there is no guarantee that our Company may proceed with the Offer or the Offer may
be successful and will result into listing of the Equity Shares on the Stock Exchanges. Further, relevant
disclosures in relation to such intimation to the subscribers to the Pre-IPO Placement (if undertaken)
shall be appropriately made in the relevant sections of the Red Herring Prospectus and the Prospectus.
General Information The General Information Document for investing in public offers, prepared and issued in accordance
Document or GID with the SEBI circular no. SEBI/HO/CFD/DIL1/CIR/P/2020/37 dated March 17, 2020, and the UPI
Circulars, as amended from time to time. The General Information Document shall be available on
the websites of the Stock Exchanges and the BRLMs
Gross Proceeds The gross proceeds from the Fresh Issue that will be available to our Company
Mutual Fund Mutual funds registered with SEBI under the Securities and Exchange Board of India (Mutual Funds)
Regulations, 1996
Mutual Fund Portion Up to 5% of the Net QIB Portion, or [●] 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
Net Proceeds Proceeds of the Offer, i.e., gross proceeds of the Fresh Issue less the Offer Expenses. For further
details about use of the Net Proceeds and the Offer related expenses, see “Objects of the Offer” on
page 102
Net QIB Portion QIB Portion, less the number of Equity Shares Allotted to the Anchor Investors
Non-Institutional All Bidders, that are not QIBs or Retail Individual Bidders and who have Bid for Equity Shares for an
Investors or NII(s) amount of more than ₹ 200,000 (but not including NRIs other than Eligible NRIs)
or Non-Institutional
Bidders or NIB(s)
Non-Institutional The portion of the Offer being not less than 15% of the Offer comprising of [●] Equity Shares which
Portion shall be available for allocation to NIIs in accordance with the SEBI ICDR Regulations, to Non-
Institutional Bidders, subject to valid Bids being received at or above the Offer Price.
The allocation to the NIIs shall be as follows:
a) One-third of the Non-Institutional Portion shall be reserved for applicants with an application
size of more than ₹ 200,000 and up to ₹1,000,000; and
b) Two-thirds of the Non-Institutional Portion shall be reserved for applicants with an

application size of more than ₹1,000,000
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 subject to valid
Bids being received at or above the Offer Price.
Non-Resident or NR A person resident outside India, as defined under FEMA
Offer The initial public offer of up to [●] Equity Shares for cash at a price of ₹ [●] per Equity Share
(including a share premium of [●] per Equity Share) aggregating up to ₹ [●] million consisting of a
Fresh issue of up to [●] Equity Shares of face value ₹ 1 each aggregating up to ₹ 2,380.00 million by
our Company and an Offer for Sale of up to 9,300,000 Equity Shares of face value ₹ 1 each aggregating
up to ₹ [●] million, by the Promoter Selling Shareholders.
Offer Agreement The agreement dated December 28, 2024 amongst our Company, the Promoter Selling Shareholders
and the BRLMs, pursuant to the SEBI ICDR Regulations, based on which certain arrangements are
agreed to in relation to the Offer
Offer for Sale The offer for sale of up to 9,300,000 Equity Shares of face value ₹ 1 each aggregating up to ₹ [●]
million by the Promoter Selling Shareholders in the Offer
Offer Price ₹ [●] per Equity Share of face value ₹ 1 each, being the final price within the Price Band, at which the
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, in accordance with
the Book Building Process on the Pricing Date and in terms of the Red Herring Prospectus.
Offered Shares Up to 9,300,000 Equity Shares of face value ₹ 1 each being offered by Promoter Selling Shareholders
as part of the Offer for Sale.
Pre-IPO Placement Our Company, in consultation with the BRLMs, may consider a Pre-IPO Placement of specified
securities, as may be permitted under the applicable law, aggregating up to ₹ 476.00 million at its
discretion, prior to filing of the Red Herring Prospectus with the RoC. The Pre-IPO Placement, if
undertaken, will be at a price to be decided by our Company, in consultation with the BRLMs. If the
Pre-IPO Placement is completed, the amount raised pursuant to the Pre-IPO Placement will be reduced
from the Fresh Issue, subject to compliance with Rule 19(2)(b) of the Securities Contracts
7
Term Description
(Regulation) Rules, 1957, as amended. The Pre-IPO Placement, if undertaken, shall not exceed 20%
of the size of the Fresh Issue. Prior to the completion of the Offer, our Company shall appropriately
intimate the subscribers to the Pre-IPO Placement, prior to allotment pursuant to the Pre-IPO
Placement, that there is no guarantee that our Company may proceed with the Offer or the Offer may
be successful and will result into listing of the Equity Shares on the Stock Exchanges. Further, relevant
disclosures in relation to such intimation to the subscribers to the Pre-IPO Placement (if undertaken)
shall be appropriately made in the relevant sections of the Red Herring Prospectus and the Prospectus.
Price Band Price band of a minimum price of ₹ [●] per Equity Share (Floor Price) and the maximum price of ₹
[●] per Equity Share (Cap Price) and includes any revisions thereof.
The Price Band and the minimum Bid Lot for the Offer will be decided by our Company, in
consultation with the Book Running Lead Managers, and will be advertised in [●] editions of [●] (a
widely circulated English national daily newspaper), and [●] editions of [●] (a widely circulated Hindi
Office is situated), each with a 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 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 finalise the Offer Price
Prospectus The prospectus to be filed with the RoC, in accordance with the Companies Act, 2013 and the SEBI
ICDR Regulations containing, amongst other things, the Offer Price that is determined at the end of
the Book Building Process, the size of the Offer and certain other information, including any addenda
or corrigenda thereto
Public Offer The banks which are clearing members and registered with SEBI under the BTI Regulations, with
Account Bank(s) whom the Public Offer Account(s) will be opened for collection of Bid Amounts from Escrow
Account(s) and ASBA Accounts on the Designated Date, in this case being [●].
Public Offer Bank account to be opened in accordance with the provisions of the Companies Act, 2013, with the
Account(s) Public Offer Account Bank(s) to receive money from the Escrow Accounts and from the ASBA
Accounts on the Designated Date.
QIB Portion The portion of the Offer (including the Anchor Investor Portion) being not more than 50% of the
Offer, consisting of [●] Equity Shares which shall be allocated to QIBs, including the Anchor
Investors (which allocation shall be on a discretionary basis, as determined by our Company, in
consultation with the BRLMs up to a limit of 60% of the QIB Portion) subject to valid Bids being
received at or above the Offer Price or Anchor Investor Offer Price.
Qualified A qualified institutional buyer, as defined under Regulation 2(1)(ss) of the SEBI ICDR
Institutional Buyers” Regulations. However, non-residents which are FVCIs, and multilateral and bilateral development
or “QIBs” financial institutions are not permitted to participate in the Offer.
Red Herring The red herring prospectus, including any corrigenda or addenda thereto, to be issued in accordance
Prospectus or RHP with Section 32 of the Companies Act, 2013 and the provisions of SEBI ICDR Regulations, which
will not have complete particulars of the price at which the Equity Shares will 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 and will become the
Prospectus upon filing with the RoC after the Pricing Date.
Refund Account(s) The ‘no-lien’ and ‘non-interest bearing’ account to be opened with the Refund Bank, from which
refunds, if any, of the whole or part, of the Bid Amount to the Anchor Investors shall be made
Refund Bank(s) The Banker(s) to the Offer with whom the Refund Account(s) will be opened, in this case being [●].
Registered Broker Stock brokers registered with the stock exchanges having nationwide terminals other than the
members of the Syndicate, and eligible to procure Bids in terms of the circular No. CIR/CFD/14/2012
dated October 4, 2012, issued by SEBI
Registrar Agreement The agreement dated December 28, 2024 entered amongst our Company, the Promoter Selling
Shareholders and the Registrar to the Offer in relation to the responsibilities and obligations of the
Registrar to the Offer pertaining to the Offer
Registrar and Share Registrar and share transfer agents registered with SEBI and eligible to procure Bids at the Designated
Transfer Agents or RTA Locations as per the lists available on the website of BSE and NSE, and the UPI Circulars
RTAs
Registrar, or The Registrar to the Offer namely KFin Technologies Limited.
Registrar to the
Offer
Resident Indian A person resident in India, as defined under FEMA
Retail Individual Individual Bidders (including HUFs applying through their Karta and Eligible NRIs and does not
Bidders or RIB(s) or include NRIs other than Eligible NRIs) who have Bid for the Equity Shares for an amount not more
Retail Individual than ₹200,000 in any of the Bidding options in the Offer
Investors or RII(s)
8
Term Description
Retail Portion The portion of the Offer being not less than 35% of the Offer consisting of [●] Equity Shares of face
value ₹ 1 each which 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
Revision Form Form used by the Bidders to modify the quantity of the Equity Shares or the Bid Amount
in any of their ASBA Form(s) or any previous Revision Form(s), as applicable
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 Bidding in
the Retail Portion can revise their Bids during the Bid/Offer Period and withdraw their Bids until
Bid/Offer Closing Date
SCORES Securities and Exchange Board of India Complaints Redress System, a centralized web based
complaints redressal system launched by SEBI vide circular no. CIR/OIAE/1/2014 dated December
18, 2014
Self-Certified The banks registered with SEBI, offering services: (a) in relation to ASBA (other than using the UPI
Syndicate Bank(s) Mechanism), a list of which is available on the website of SEBI at
or SCSB(s) https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=34 and
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=35, as
applicable or such other website as may be prescribed by SEBI from time to time; and (b) in relation
to ASBA (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 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
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.
Specified Locations The Bidding centres where the Syndicate shall accept Bid cum Application Forms from relevant
Bidders, a list of which is available on the website of SEBI (www.sebi.gov.in) and updated from time
to time.
Share Escrow Agent Escrow agent to be appointed pursuant to the Share Escrow Agreement, namely [●].
Share Escrow The agreement to be entered into amongst our Company, the Promoter Selling Shareholders, and the
Agreement Share Escrow Agent for deposit of the Equity Shares offered by the Promoter Selling Shareholders in
escrow and credit of such Equity Shares to the demat account of the Allottees.
Sponsor Bank(s) The Banker(s) to the Offer registered with SEBI which is appointed by the Company to act as a conduit
between the Stock Exchanges and the National Payments Corporation of India in order to push the
UPI Mandate Requests and / or payment instructions of the RIBs using the UPI Mechanism and carry
out any other responsibilities in terms of the UPI Circulars, in this case being [●].
Stock Exchanges Collectively, BSE Limited and National Stock Exchange of India Limited
Syndicate Agreement to be entered into among our Company, the Promoter Selling Shareholders, the BRLMs,
Agreement and the Syndicate Members in relation to collection of Bid cum Application Forms by Syndicate
Syndicate Members Intermediaries (other than BRLMs) registered with SEBI who are permitted to accept bids,
applications and place orders with respect to the Offer and carry out activities as an underwriter
namely, [●]
Syndicate or Together, the BRLMs and the Syndicate Members
members of the
Syndicate
Systemically Systemically important non-banking financial company as defined under Regulation 2(1)(iii) of the
Important Non- SEBI ICDR Regulations
Banking Financial
Company or NBFC-
SI
Underwriters [●]
Underwriting The agreement to be entered into amongst the Underwriters, the Promoter Selling Shareholders and
Agreement our Company on or after the Pricing Date, but prior to filing of the Prospectus
UPI Unified Payments Interface, which is an instant payment mechanism developed by NPCI
UPI Bidders Collectively, individual investors applying as RIBs in the Retail Portion, and individuals applying as
Non-Institutional Investors with a Bid Amount of up to ₹ 500,000 in the Non-Institutional Portion
and Bidding under the UPI Mechanism through ASBA Form(s) submitted with Syndicate Members,
Registered Brokers, Collecting Depository Participants and Registrar and Share Transfer Agents.
9
Term Description
Pursuant to SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/P/2022/45 dated April 5, 2022, (to the
extent not rescinded by the SEBI ICDR Master Circular in relation to the SEBI ICDR Regulations),
All individual investors applying in public issues where the application amount is up to ₹ 500,000
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 issue and share transfer agent (whose name is mentioned on the
website of the stock exchange as eligible for such activity).
UPI Circulars SEBI circular number SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 1, 2018, SEBI circular
number SEBI/HO/CFD/DIL2/CIR/P/2019/50 dated April 3, 2019, SEBI circular number
SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 2019, SEBI circular number
SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019, SEBI circular number
SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 8, 2019, SEBI circular number
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 March16,2021, SEBI circular number
SEBI/HO/CFD/DIL1/CIR/P/2021/47 dated March 31, 2021, SEBI circular number
SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021, SEBI circular number
SEBI/HO/CFD/DIL2/CIR/P/2022/45 dated April 5, 2022, SEBI circular number
SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022, SEBI circular number
SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022, SEBI master circular with circular number
SEBI/HO/MIRSD/POD-1/P/CIR/2023/70 dated May 17, 2023 (to the extent that such circulars
pertain to the UPI Mechanism), SEBI master circular with circular number SEBI/HO/CFD/PoD-
2/P/CIR/2023/00094 dated June 21, 2023, SEBI circular number
SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023, SEBI circular number
SEBI/HO/CFD/PoD-1/P/CIR/2024/0154 dated November 11, 2024 and any subsequent circulars or
notifications issued by SEBI in this regard, along with the circulars issued by the Stock Exchanges in
this regard, including the circular issued by the NSE having reference number 25/2022 dated August
3, 2022, and the circular issued by BSE having reference number 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 UPI for single-window mobile payment system developed by the NPCI
UPI Mandate A request (intimating the UPI Bidder by way of a notification on the UPI application, by way of a
Request SMS directing the UPI Bidder to such UPI application) to the UPI Bidder initiated by the Sponsor
Bank to authorise 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 a UPI Bidder to make a Bid in the Offer in accordance
with the UPI Circulars
UPI PIN Password to authenticate UPI transaction
Wilful Defaulter or Wilful defaulter or a fraudulent borrower as defined under Regulation 2(1)(III) of the SEBI ICDR
Fraudulent Borrower 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, Working Day shall mean all
days except all Saturdays, Sundays and public holidays on which commercial banks in Mumbai are
open for business and (c) the time period between the Bid/Offer Closing Date and the listing of the
Equity Shares on the Stock Exchanges, “Working Day” shall mean all trading days of Stock
Exchanges, excluding Sundays and bank holidays in India, as per the circulars issued by SEBI,
including the SEBI UPI Circulars
D.Z Technical/ Industry Related Terms
Term Description
ABS Anti-lock Braking System
AC Air Conditioner
AI Artificial Intelligence
AIM Atal Innovation Mission
APAC Asia–pacific
B2B Business to business
B2C Business to consumer
BEE Bureau of Energy Efficiency
CM Contract manufacturing
CPI Consumer Price Index
10
Term Description
EMC Electronics Manufacturing Cluster
EMS Electronics Manufacturing Services
EU REACH European Union's Regulation on Registration, Evaluation, Authorisation and Restriction of Chemicals
FDI Foreign Direct Investment
GDP Gross domestic product
MEA Middle East and Africa
MNC Multi-national corporations
MSME Ministry of micro, small & medium enterprises
ODM Original design manufacturer
OEM Original equipment manufacturer
PLI Production Linked Incentive
PMAY Pradhan Mantri Awas Yojana
R&D Research and Development
SMT Surface Mount Technology
SVHC Substances of Very High Concern
E.Z Conventional and General Terms or Abbreviations
Term Description
A/c Account
AGM Annual general meeting
AIF An alternative investment fund as defined in and registered with SEBI under the SEBI AIF
Regulations
BSE BSE Limited
CAGR Compounded Annual Growth Rate
Calendar Year / year Unless the context otherwise requires, shall refer to the twelve-month period ending December 31
CDSL Central Depository Services (India) Limited
CIN Corporate Identity Number
Companies Act, 1956 Companies Act, 1956, and the rules, regulations, notifications, modifications and clarifications
made thereunder, as the context requires
Companies Act, 2013 Companies Act, 2013 and the rules, regulations, notifications, modifications and clarifications
/ Companies Act thereunder
Contract Labour Act The Contract Labour (Regulation and Abolition) Act, 1970.
CSR Corporate social responsibility
Demat Dematerialised
Depositories Act Depositories Act, 1996 read with the rules and regulations thereunder
Depository / NSDL and CDSL
Depositories
DIN Director Identification Number
DP ID Depository Participant’s Identification Number
DP / Depository A depository participant as defined under the Depositories Act
Participant
DPIIT The Department for Promotion of Industry and Internal Trade, Ministry of Commerce and Industry,
Government of India
EBITDA Earnings before interest, tax, depreciation and amortisation
EGM Extraordinary general meeting
EPS Earnings per share
FAQs Frequently asked questions
FCNR Foreign currency non-resident account
FDI Foreign direct investment
FDI Circular or The Consolidated Foreign Direct Investment Policy bearing DPIIT file number 5(2)/2020-FDI
Consolidated FDI Policy dated October 15, 2020, issued by the Department of Promotion of Industry and Internal
Policy Trade, Ministry of Commerce and Industry, Government of India, and any modifications thereto or
substitutions thereof, issued from time to time
FEMA Foreign Exchange Management Act, 1999, including the rules and regulations thereunder
FEMA Regulations Foreign Exchange Management (Transfer of Issue of Security by a Person Resident outside India)
Regulations, 2017
FEMA Rules Foreign Exchange Management (Non-debt Instruments) Rules, 2019
Financial Year / Fiscal Period of twelve months ending on March 31 on that particular year, unless stated otherwise
/ FY / F.Y.
FI Financial institutions
FPI(s) A foreign portfolio investor who has been registered pursuant to the SEBI FPI Regulations
11
Term Description
FVCI Foreign Venture Capital Investors (as defined under the Securities and Exchange Board of India
(Foreign Venture Capital Investors) Regulations, 2000) registered with SEBI
FVCI Regulations Securities and Exchange Board of India (Foreign Venture Capital Investor) Regulations, 2000
GDP Gross domestic product
Central Government / Government of India
GoI
GST Goods and service tax
HUF Hindu undivided family
IT Act The Information Technology Act, 2000
I.T. Act The Income Tax Act, 1961
ICAI The Institute of Chartered Accountants of India
IFRS International Financial Reporting Standards of the International Accounting Standards Board
Ind AS Accounting Standards notified under Section 133 of the Companies Act, 2013 read with the
Companies (Indian Accounting Standards) Rules, 2015, as amended and other relevant provisions
of the Companies Act, 2013
Ind AS Rules Companies (Indian Accounting Standards) Rules, 2015
Indian GAAP Generally Accepted Accounting Principles in India, being, accounting principles generally
accepted in India including the accounting standards specified under Section 133 of the Companies
Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014, as amended
IPO Initial public offering
IRDAI Insurance Regulatory and Development Authority of India
IT Information technology
MCA Ministry of Corporate Affairs, Government of India
MCLR Marginal cost of fund-based lending rate
Mn / mn Million
MCA Ministry of Corporate Affairs, Government of India
N.A / NA Not applicable
NACH National Automated Clearing House
National Investment National Investment Fund set up by resolution F. No. 2/3/2005-DD-II dated November 23, 2005,
Fund of the GoI, published in the Gazette of India
NAV Net asset value
NBFC Non-Banking Financial Companies
NBFC - SI Systemically important non-banking financial company as defined under Regulation 2(1)(iii) of the
SEBI ICDR Regulations.
NCLT National Company Law Tribunal
NEFT National electronic fund transfer
Negotiable The Negotiable Instruments Act, 1881
Instruments Act
Non-Resident A person resident outside India, as defined under FEMA
NPCI National payments corporation of India
NRE Account Non-resident external account established in accordance with the Foreign Exchange Management
(Deposit) Regulations, 2016
NRI/ Non-Resident A person resident outside India who is a citizen of India as defined under the Foreign Exchange
Indian Management (Deposit) Regulations, 2016 or is an ‘Overseas Citizen of India’ cardholder within
the meaning of section 7(A) of the Citizenship Act, 1955
NRO Account Non-resident ordinary account established in accordance with the Foreign Exchange Management
(Deposit) Regulations, 2016
NSDL National Securities Deposit Limited
NSE National Stock Exchange of India Limited
OCB/ Overseas A company, partnership, society or other corporate body owned directly or indirectly to the extent
Corporate Body of at least 60% by NRIs including overseas trusts in which not less than 60% of the beneficial
interest is irrevocably held by NRIs directly or indirectly and which was in existence on October 3,
2003, and immediately before such date had taken benefits under the general permission granted to
OCBs under the FEMA. OCBs are not allowed to invest in the Offer
p.a. Per annum
P/E Ratio Price/earnings ratio
PAN Permanent account number allotted under the I.T. Act
PAT Profit After Tax
R&D Research and development
RBI Reserve Bank of India
Regulation S Regulation S under the U.S. Securities Act
RONW Return on net worth
Rs. / Rupees/ ₹ / INR Indian Rupees
12
Term Description
RTGS Real time gross settlement
SCORES SEBI Complaints Redress System
SCRA Securities Contracts (Regulation) Act, 1956
SCRR Securities Contracts (Regulation) Rules, 1957
SBI CAPS SBI Capital Markets Limited
SEBI Securities and Exchange Board of India constituted under the SEBI Act
SEBI Act Securities and Exchange Board of India Act, 1992
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 Securities and Exchange Board of India (Foreign Venture Capital Investors) Regulations, 2000
Regulations
“SEBI ICDR Master SEBI master circular bearing reference number SEBI/HO/CFD/PoD-1/P/CIR/2024/0154 dated
Circular” November 11, 2024
SEBI ICDR Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations Regulations, 2018
SEBI Insider Trading Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015
Regulations
SEBI Listing Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
SEBI Merchant Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992
Bankers Regulations
SEBI Mutual Funds Securities and Exchange Board of India (Mutual Funds) Regulations, 1996
Regulations
SEBI Takeover Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)
SEBI RTA Master The SEBI master circular no. SEBI/HO/MIRSD/POD-1/P/CIR/2024/37 dated May
Circular 7, 2024, to the extent it pertains to UPI
SEBI SBEB Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity)
SEBI VCF Securities and Exchange Board of India (Venture Capital Fund) Regulations, 1996 as repealed
Regulations pursuant to SEBI AIF Regulations
Specified Securities Equity shares and/or convertible securities
State Government Government of a state of India
Stock Exchanges Collectively, the BSE and NSE
STT Securities transaction tax
TAN Tax deduction account number
TDS Tax deducted at source
U.S. Securities Act United States Securities Act of 1933, as amended
US GAAP Generally Accepted Accounting Principles in the United States of America
USA/ U.S/ US The United States of America
USD/ US$/ $ United States Dollars
VCFs Venture capital funds as defined in, and registered with SEBI under, the SEBI VCF Regulations
13
CERTAIN CONVENTIONS, PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA AND
CURRENCY OF PRESENTATION
F.Z Certain Conventions
All references to “India” in this Draft 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 in this Draft Red Herring Prospectus to the “US”, “U.S.” “USA” or “United States” are to the United States of
America and its territories and possessions.
Unless indicated otherwise, all references to a year in this Draft 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.
Unless stated otherwise, all references to page numbers in this Draft Red Herring Prospectus are to the page numbers of this
Draft Red Herring Prospectus.
G.Z Time
All references to time in this Draft Red Herring Prospectus are to Indian Standard Time (“IST”).
H.Z Financial Data
Unless stated or the context requires otherwise, the financial information and financial ratios in this Draft Red Herring Prospectus
are derived from our Restated Financial Information. The Restated Financial Information, comprising the restated statement of
assets and liabilities as at and June 30, 2024 and June 30, 2023 and as at and for the Fiscals 2024, 2023 and 2022, the restated
statement of profit and loss (including other comprehensive income), the restated statement of changes in equity, the restated
statement of cash flow for the three months ended June 30, 2024 and June 30, 2023 and for the Fiscals 2024, 2023 and 2022, the
summary statement of material accounting policies, and other explanatory information prepared 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 from time to time.
For further information of our Company’s financial information, please see “Restated Financial Information” on page 271.
There are significant differences between Indian GAAP, 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 Draft Red Herring Prospectus and it 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 Draft 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, 2013, 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 Draft Red Herring Prospectus should, accordingly, be limited. For details, see “Risk Factors – Significant
differences exist between Ind-AS and other accounting principles, such as U.S. GAAP and IFRS, which may be material to
the financial statements prepared and presented in accordance with Ind-AS contained in this Draft Red Herring Prospectus.”
on page 62.
Our Company’s Financial Year commences on April 1 of the immediately preceding calendar year and ends on March 31 of that
particular calendar year. Accordingly, all references to a particular Fiscal or Financial Year 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.
Unless stated otherwise, or the context requires otherwise, all references to a “year” in this Draft Red Herring Prospectus are to
a calendar year.
In this Draft Red Herring Prospectus, any discrepancies in any table between the total and the sums of the amounts listed are due
to rounding off. All figures in decimals have been rounded off to the second decimal place and all percentage figures have been
rounded off to two decimal places. However, where any figures that may have been sourced from third-party industry sources
are rounded off to other than two decimal points in their respective sources, such figures appear in this Draft Red Herring
Prospectus as rounded-off to such number of decimal points as provided in such respective sources.
Unless the context otherwise indicates, any percentage amounts, as set forth in “Risk Factors”, “Our Business” and
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” on pages 29, 205 and 358,
respectively, and elsewhere in this Draft Red Herring Prospectus have been calculated on the basis of amounts derived from the
Restated Financial Information.
I.Z Non-GAAP Financial Measures

14
This Draft Red Herring Prospectus contains certain non-GAAP financial measures and certain other statistical information
relating to our operations and financial performance like EBITDA, PAT Margin, Return on Equity, Net Asset Value per Equity
Share, Net worth, Return on Net worth and certain other statistical information relating to our operations and financial
performance(together, “Non-GAAP Measures”) that are not required by, or presented in accordance with, Ind AS, Indian
GAAP, or IFRS. Further, these non-GAAP measures are not a measurement of our financial performance or liquidity under Ind
AS, Indian GAAP, IFRS or U.S. GAAP and should not be considered in isolation or construed as an alternative to cash flows,
profit/ (loss) for the years/ period or any other measure 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,
Indian GAAP, IFRS or U.S. GAAP. We compute and disclose such non-Indian GAAP financial measures and such other
statistical information relating to our operations and financial performance as we consider such information to be useful measures
of our business and financial performance. These non-Indian GAAP financial 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. For the risks
relating to our Non-GAAP Measures, see “Risk Factors – We have in this Draft Red Herring Prospectus included certain Non-
GAAP Measures that may vary from any standard methodology that is applicable across the consumer appliance component
industry and may not be comparable with financial information of similar nomenclature computed and presented by other
companies.” on page 60.
J.Z 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; and
 “U.S. Dollar(s)” or “USD” or “US Dollar” are to United States Dollars, the official currency of the United States of America.
All the figures in this Draft Red Herring Prospectus have been presented in million or in whole numbers where the numbers have
been too small to present in million unless stated otherwise. One million represents 10 lakhs or 1,000,000, one billion represents
1,000 million and one trillion represents 1,000 billion. Certain figures contained in this Draft 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. All figures in decimals have been rounded off to two decimal points. 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 Draft Red
Herring Prospectus in such denominations or rounded-off to such number of decimal points as provided in such respective
sources.
K.Z Exchange Rates
This Draft Red Herring Prospectus contains conversion of certain other currency amounts into Indian Rupees that have been
presented solely to comply with the SEBI ICDR Regulations. These conversions should not be construed as a representation that
these currency amounts could have been, or can be converted into Indian Rupees, at any particular rate or at all.
The following table sets forth, for the periods indicated, information with respect to the exchange rate between the Rupee and
the other currencies used in this Draft Red Herring Prospectus:
(In ₹)
Exchange rate
Currency
June 30, 2024 March 31, 2024* March 31, 2023 March 31, 2022
USD 83.45 83.37 82.22 75.81
EUR 89.25 90.22 89.61 84.67
Source: www.fbil.org.in
Note: Exchange rate is rounded off to two decimal point.
*The previous working day, not being a public holiday, has been considered.
L.Z Industry and Market Data
Unless stated otherwise, information pertaining to the industry in which our Company operates in, contained in this Draft Red
Herring Prospectus is derived industry publications, in particular, the report titled “Industry Report on select components
businesses for the consumer durables industry ” dated December 27, 2024 prepared and issued by Frost & Sullivan appointed
by us on September 5, 2024 and exclusively commissioned and paid for by us in connection with the Offer. Frost & Sullivan is
an independent agency which has no relationship with our Company, our Promoters, any of our Directors or Key Managerial
15
Personnel, Senior Management, the BRLMs or the Promoter Selling Shareholders. For risks in relation to commissioned reports,
see “Risk Factors – Certain sections of this Draft Red Herring Prospectus contain information from the F&S Report which
we commissioned and purchased and any reliance on such information for making an investment decision in the Offer is
subject to inherent risks.” on page 43.
Frost & Sullivan vide their consent letter dated December 27, 2024 has accorded their no objection and consent to use the F&S
Report, in full or in part, in relation to the Offer.
The F&S Report is available on the website of our Company at www.applindia.co.in. Unless otherwise indicated, industry and
market data used throughout this Draft Red Herring Prospectus has been obtained or derived from the F&S Report has been
commissioned by our Company for an agreed fee, and which is subject to the following disclaimer:
“Industry Report on select components businesses for the consumer durables industry” has been prepared for the proposed
initial public offering of equity shares by Ajay Poly Limited (the “Company”). Frost & Sullivan has taken due care and caution
in preparing this report (“F&S Report”) based on the information obtained by Frost & Sullivan from sources which it considers
reliable (“Data”). This F&S Report is not a recommendation to invest / disinvest in any entity covered in the Report and no part
of this Report should be construed as an expert advice or investment advice or any form of investment banking within the meaning
of any law or regulation. Without limiting the generality of the foregoing, nothing in the Report is to be construed as Frost &
Sullivan providing or intending to provide any services in jurisdictions where Frost & Sullivan does not have the necessary
permission and/or registration to carry out its business activities in this regard. Ajay Poly Limited will be responsible for
ensuring compliances and consequences of non-compliances for use of the F&S Report or part thereof outside India. No part of
this Frost & Sullivan Report may be published/reproduced in any form without Frost & Sullivan’s prior written approval.”
Industry publications generally state that the information contained in such publications has been obtained from publicly
available documents from various sources. The data used in these sources may have been re-classified by us for the purposes of
presentation. Data from these sources may also not be comparable. Accordingly, no investment decision should be made solely
on the basis of such information. Further, industry sources and publications are also prepared based on information as of a
specific date and may no longer be current or reflect current trends.
The extent to which industry and market data set forth in this Draft 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 – Certain sections of this Draft Red Herring Prospectus contain information from the F&S Report
which we commissioned and purchased and any reliance on such information for making an investment decision in the Offer
is subject to inherent risks.” on page 43.
In accordance with the SEBI ICDR Regulations, the section “Basis for Offer Price” on page 123, includes information relating
to our peer company and industry averages. Such information has been derived from publicly available sources. Such industry
sources and publications are also prepared based on information as at specific dates and may no longer be current or reflect
current trends. Industry sources and publications may also base this information on estimates and assumptions that may prove to
be incorrect.
16
FORWARD LOOKING STATEMENTS
This Draft Red Herring Prospectus contains certain “forward-looking statements”. All statements regarding our expected
financial condition and results of operations, business, plans and prospects are forward looking statements, which may include
statements with respect to our business strategy, our revenue and profitability, our goals and other such matters discussed in this
Draft Red Herring Prospectus regarding matters that are not historical facts. These forward-looking statements generally can be
identified by words or phrases such as “aim”, “anticipate”, “believe”, “goal”, “expect”, “estimate”, “intend”, “likely to”,
“objective”, “plan”, “projected”, “should” “will”, “will continue”, “seek to”, “will pursue” or other words or phrases of similar
import. Similarly, statements that describe our expected financial conditions, results of operations, strategies, objectives,
prospects, plans or goals are also forward-looking statements. However, these are not the exclusive means of identifying forward-
looking statements. All forward-looking statements whether made by us or any third parties in this Draft Red Herring Prospectus
are based on our current plans, estimates, presumptions and expectations and 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.
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, changes in the competitive
landscape, the performance of the financial markets in India and globally, incidence of any natural calamities and/or acts of
violence, changes in laws, regulations and taxes and changes in competition in our industry.
Important factors that could cause actual results to differ materially from our expectations include, but are not limited to, the
following:
1. We derive a significant portion of our revenue from operations from our top ten customers, with our single largest
customer contributing 34.47%, of our revenue from operations in the Fiscal 2024.
2. We derive a substantial portion of our revenue from our soft profile extrusion and glass component products.
3. Our business and profitability is substantially dependent on the availability and cost of our raw materials and we are
dependent on third party suppliers for meeting our raw material requirements which are on purchase order basis.
4. Our business is dependent and will continue to depend on our manufacturing facilities, and we are subject to certain
risks in our manufacturing process.
5. A significant portion (more than 92.73%, 93.83%, 92.88%, 93.00% and 90.10%) of our revenue from operations in
each of the three months period ended June 30, 2024 and June 30, 2023, and in Fiscal 2024, 2023 and 2022 respectively
is attributable to our OEM customers operating in the consumer durable sector.
6. We face competition from national and local players and our inability to compete effectively may have a material
adverse impact on our business, results of operations and financial condition.
7. Five of our ten manufacturing facilities are concentrated in Greater Noida in the National Capital Region of India.
8. Our plans to expand our capacity in toughened glass, rigid profile extrusion magnetic strip extrusion are subject to the
risk of unanticipated delays in implementation and cost overruns.
9. Our success largely depends upon the knowledge and experience of our Promoters, Directors, Key Managerial
Personnel, and Senior Management Personnel as well as our ability to attract and retain personnel with technical
expertise.
10. We are dependent on the continuity of production of our OEM customers, and any disruption to one or more of our
major OEM Customers for a significant period of time could materially and adversely affect our business, results of
operations and financial condition.
For further discussion of factors that could cause the actual results to differ from our estimates and expectations, see “Risk
Factors”, “Our Business” and “Management’s Discussion and Analysis of Financial Position and Results of Operations”
on pages 29, 205 and 358 respectively.
Forward-looking statements reflect our views as of the date of this Draft 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
currently available information. Although we believe 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
17
assumptions could be incorrect. Neither our Company, our Promoters, our Directors, the Promoter Selling Shareholders, the
Syndicate, the Book Running Lead Managers, nor any of 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. 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.
In accordance with regulatory requirements of SEBI and as prescribed under applicable law, 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
listing and trading approvals by the Stock Exchanges. In accordance with the requirements of SEBI and as prescribed under the
applicable law, each of the Promoter Selling Shareholders will, severally and not jointly, ensure (through our Company and the
BRLMs) that investors are informed of material developments in relation to the statements and undertakings specifically
undertaken or confirmed by it in the Red Herring Prospectus until the receipt of final listing and trading approvals for the Equity
Shares pursuant to the Offer. Only statements and undertakings which are specifically confirmed or undertaken by each of the
Promoter Selling Shareholders to the extent of information pertaining to it and/or its respective portion of the Offered Shares, as
the case may be, in this Draft Red Herring Prospectus shall be deemed to be statements and undertakings made by such Promoter
Selling Shareholder
18
SUMMARY OF THE OFFER DOCUMENT
The following is a general summary of the terms of the Offer included in this Draft Red Herring Prospectus and is not exhaustive,
nor does it purport to contain a summary of all the disclosures in this Draft Red Herring Prospectus when filed, 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 Draft Red Herring Prospectus, including the sections titled “Risk Factors”,
“The Offer”, “Capital Structure”, “Objects of the Offer”, “Industry Overview”, “Our Business”, “Our Promoters and
Promoter Group”, “Restated Financial Information”, “Outstanding Litigation and Other Material Developments” and
“Offer Procedure” on pages 29, 69, 85, 105, 140, 205, 263, 271, 395 and 425 respectively of this Draft Red Herring Prospectus.
M.Z Summary of primary business of our Company
We are one of India's leading manufacturers of refrigeration sealing solutions, profile extrusion and glass products for the
appliance industry on the basis of revenue in Fiscal 2024. We specialize in a range of toughened (tempered) glass products and
glass solutions, polymer extrusion products, magnet powders and magnetic products. Our product offerings also include
refrigerator door gaskets, thermoplastic extruded profiles, magnetic strips, polymer sheets extrusion, refrigerator glass shelves,
refrigerator glass doors, microwave glass doors, washing machine glass lids and various toughened glass components for
appliances. We cater to sectors such as consumer durables, commercial refrigeration and automotive sectors. Our customers are
primarily appliance manufacturers (multi-national and Indian) with whom we collaborate on design and development. We
manufacture our products at our ten manufacturing facilities across India which are strategically positioned near key northern,
western and southern appliance manufacturing hubs of key OEM players. (Source: F&S Report, December 27, 2024).
N.Z Summary of the Industry in which our Company operates
The Indian consumer durables market, valued at ₹1,325 billion in FY2024, is expected to grow at a CAGR of 14.5% to ₹2,607
billion by FY2029, driven by rising disposable incomes, shorter replacement cycles, and demand for energy-efficient appliances.
India’s EMS market is also expanding rapidly, supported by government initiatives like the PLI scheme, while the global EMS
market is projected to grow from $789 billion in CY2023 to $1,304 billion by CY2028 at a CAGR of 10.6%. The total addressable
market for toughened glass in appliances is set to grow significantly from ₹8,994 million in FY2024 to ₹23,442 million by
FY2029, fueled by its usage in refrigerators, microwaves, and washing machines. With its growing manufacturing capabilities
and strong domestic demand, India is emerging as a critical player in the global consumer durables and electronics industry.
O.Z Our Promoters
Our Promoters are Bina Jain, Rajeev Jain, and Nitin Jain. For further details, see “Our Promoters and Promoter Group” on page
263.
P.Z Offer Size
Offer of Equity
[●] Equity Shares of ₹ 1 each, aggregating up to ₹ [●] million
Shares
of which:
Fresh Issue13 Up to [●] Equity Shares of ₹ 1 each, aggregating up to ₹ 2,380.00 million(3)
Up to 9,300,000 Equity Shares of ₹ 1 each, aggregating up to ₹ [●] million by the Promoter
Offer for Sale2
Selling Shareholders
Notes:
1. The Offer has been authorized by a resolution of our Board dated December 7, 2024 and the Fresh Issue has been authorized by a special
resolution of our Shareholders dated December 10, 2024.
2. Our Board has taken on record the consent of each of the Selling Shareholders to severally and not jointly participate in the Offer for
Sale pursuant to its resolutions dated December 26, 2024. Each of the Promoter Selling Shareholders has severally and not jointly
confirmed its respective eligibility to participate in the Offer for Sale in accordance with Regulation 8 of the SEBI ICDR Regulations. For
further details, see “The Offer” and “Other Regulatory and Statutory Disclosures” beginning on pages 69 and 404 respectively.
3. Our Company, in consultation with the BRLMs, may consider a Pre-IPO Placement of specified securities, as may be permitted under the
applicable law, aggregating up to ₹ 476.00 million at its discretion, prior to filing of the Red Herring Prospectus with the RoC. The Pre-
IPO Placement, if undertaken, will be at a price to be decided by our Company, in consultation with the BRLMs. If the Pre-IPO Placement
is completed, the amount raised pursuant to the Pre-IPO Placement will be reduced from the Fresh Issue, subject to compliance with Rule
19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as amended. The Pre-IPO Placement, if undertaken, shall not exceed 20%
of the size of the Fresh Issue. Prior to the completion of the Offer, our Company shall appropriately intimate the subscribers to the Pre-
IPO Placement, prior to allotment pursuant to the Pre-IPO Placement, that there is no guarantee that our Company may proceed with
the Offer or the Offer may be successful and will result into listing of the Equity Shares on the Stock Exchanges. Further, relevant
disclosures in relation to such intimation to the subscribers to the Pre-IPO Placement (if undertaken) shall be appropriately made in the
relevant sections of the Red Herring Prospectus and the Prospectus.
The above table summarises the details of the Offer. For further details of the offer, see “The Offer” and “Offer Structure” on
pages 69 and 422, respectively.
19
The Offer shall constitute [●] % of the post Offer paid up Equity Share capital of our Company, respectively.
Q.Z Objects of the Offer
The Net Proceeds are proposed to be used by our Company in accordance with the details set forth below:
Particulars Estimated amount

(1)
(₹ in million)
Repayment or prepayment in full or part of all or certain outstanding borrowings availed by our 1,190.00
Company
Funding capital expenditure requirements towards purchase of equipment, plant and machinery at 649.68
Noida Unit-IV, Noida Unit-V, Karegaon Unit, Shirwal Unit, Chennai Unit, and our Registered Office
General Corporate Purposes(2)(3) [●]
Net Proceed [●]
Notes:
1. Our Company, in consultation with the BRLMs, may consider a Pre-IPO Placement of specified securities, as may be permitted under the
applicable law, aggregating up to ₹ 476.00 million at its discretion, prior to filing of the Red Herring Prospectus with the RoC. The Pre-
IPO Placement, if undertaken, will be at a price to be decided by our Company, in consultation with the BRLMs. If the Pre-IPO Placement
is completed, the amount raised pursuant to the Pre-IPO Placement will be reduced from the Fresh Issue, subject to compliance with Rule
19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as amended. The Pre-IPO Placement, if undertaken, shall not exceed 20%
of the size of the Fresh Issue. Prior to the completion of the Offer, our Company shall appropriately intimate the subscribers to the Pre-
IPO Placement, prior to allotment pursuant to the Pre-IPO Placement, that there is no guarantee that our Company may proceed with
the Offer or the Offer may be successful and will result into listing of the Equity Shares on the Stock Exchanges. Further, relevant
disclosures in relation to such intimation to the subscribers to the Pre-IPO Placement (if undertaken) shall be appropriately made in the
relevant sections of the Red Herring Prospectus and the Prospectus.
2. The amount to be utilized for general corporate purposes will not exceed 25% of the Gross Proceeds.
3. To be finalised upon determination of the Offer Price and updated in the Prospectus prior to filing with the RoC
For further details, see “Objects of the Offer” on page 102.
R.Z Aggregate Pre-Offer shareholding of our Promoters, the Promoter Group (other than our Promoters) and the Promoter
Selling Shareholders
1. The aggregate pre-Offer shareholding of our Promoters (also the Selling Shareholders), as a percentage of the pre-Offer
paid-up Equity Share capital of our Company is set out below:
Pre-Offer Post-Offer(1)
Number of Equity Percentage of pre- Number of Equity Percentage of post-
Name
Shares of face value Offer Equity Share Shares of face value Offer Equity Share
of ₹1 each capital (%) of ₹1 each capital (%)
Bina Jain^ 38,975,200 38.03 [●] [●]
Rajeev Jain^ 30,747,200 30.00 [●] [●]
Nitin Jain^ 30,747,200 30.00 [●] [●]
Total 100,469,600 98.03 [●] [●]
(1) Subject to completion of the Offer.
Âlso the Promoter Selling Shareholder
2. The aggregate pre-Offer shareholding of the members of the Promoters Group (other than our Promoter), as a percentage of
the pre-Offer paid- up Equity Share capital of our Company is set out below:
Name Pre-Offer Post-Offer(1)

Number of Equity Percentage of pre- Number of Equity Percentage of post-
Shares of face value of Offer Equity Share Shares of face value of Offer Equity Share
₹1 each capital (%) ₹1 each capital (%)
Anuradha Jain 110 Negligible [●] [●]
Kanupriya Jain 110 Negligible [●] [●]
Total 220 Negligible [●] [●]
(1) Subject to completion of the Offer
For further details, see “Capital Structure” on page 85.
S.Z Summary of Restated Financial Information:
20
The details of certain financial information as set out under the SEBI ICDR Regulations as at three months period ended June
30, 2024 and June 30, 2023 and for the Fiscal 2024, Fiscal 2023 and Fiscal 2022, as derived from the Restated Financial
Information are set forth below
(in ₹ million except per share data)
Particulars As at and for the As at and for the As at and for the As at and for the As at and for the
three month three month Fiscal ended Fiscal ended Fiscal ended
period ended period ended March 31, 2024 March 31, 2023 March 31, 2022
June 30, 2024 June 30, 2023
Equity Share 9.32 9.32 9.32 9.32 8.85
capital
Net worth(1) 1,054.99 781.47 932.67 705.16 542.76
Revenue from 1,301.31 873.62 3,644.15 2,404.93 1,416.77
operations
Profit/(loss) after 122.89 76.31 224.12 128.33 33.91
tax
Basic EPS (₹) (2)(4) 1.20* 0.74 2.19 1.32 0.35
Diluted EPS (₹) 1.20* 0.74 2.19 1.32 0.35
(3)(4)
Net asset value per 10.29 7.62 9.10 7.24 5.57

equity share (₹) (5)
Total 1,291.26 942.08 1,191.48 825.03 448.16
borrowings(6)
*Not annualised
Notes:
1) Net worth is the value of total equity excluding any non-controlling interest
2) Basic earnings per share (₹) is calculated by Restated profit for the year attributable to equity shareholders of the Company divided by
weighted average number of equity shares outstanding during the year .
3) Diluted earnings per share (₹) is calculated by Restated profit for the year attributable to equity shareholders of the Company divided by
weighted average number of equity shares outstanding during the year adjusted for the effects of all dilutive potential equity shares, if
any.
4) Basic EPS and Diluted EPS calculations are in accordance with Indian Accounting Standard 33 ‘Earnings per Share’.
5) Net asset value per Equity Share (₹) is computed as Net worth (excluding Non-Controlling Interest) as restated / weighted average number
of equity shares outstanding at the end of the year adjusted for the issue of split and Bonus Shares, in accordance with principles of Ind
AS 33.
6) Total borrowings represent is the sum of long term borrowings and short term borrowings (excluding short & long term lease liabilities).
For further details, see “Restated Financial Information” on page 271.
T.Z Qualifications of the Statutory Auditors which have not been given effect to in the Restated Financial Information
There are no qualifications from the Statutory Auditors in the examination report that have not been given effect to in the Restated
Financial Information.
U.Z Summary of Outstanding Litigation and Material Developments
A summary of outstanding litigation proceedings as disclosed in “Outstanding Litigation and Material Developments” on page
395, in terms of the SEBI ICDR Regulations and the Materiality Policy approved by our Board pursuant to resolution dated
December 26, 2024 as of the date of this Draft Red Herring Prospectus is set forth below:
Disciplinary
actions by
Aggregate
Statutory or the SEBI or Material
Criminal Tax amount
Name of the Entity regulatory Stock civil
proceedings proceedings involved (₹
proceeding Exchanges litigations
in million)*
against our
Promoter
Company
By our Company NIL NIL 1 NIL NIL NIL
Against our Company 1 1 NIL NIL NIL 0.03
Directors (other than
Promoter)
By our Directors NIL NIL NIL NIL NIL NIL
Against our Directors NIL NIL NIL NIL NIL NIL
Promoter
21
Disciplinary
actions by
Aggregate
Statutory or the SEBI or Material
Criminal Tax amount
Name of the Entity regulatory Stock civil
proceedings proceedings involved (₹
proceeding Exchanges litigations
in million)*
against our
Promoter
By our Promoter NIL NIL NIL NIL NIL NIL
Against our Promoter 1 NIL NIL NIL NIL NIL
* To the extent quantifiable
As on the date of this Draft Red Herring Prospectus, there are no outstanding litigation proceedings involving our Group
Companies which may have a material impact on our Company as on the date of this Draft Red Herring Prospectus.
For further details of the outstanding litigation proceedings, see “Outstanding Litigation and Material Developments” beginning
on page 395.
V.Z Risk Factors
Bidders are advised to read the risk factors carefully before taking an investment decision in the Offer. Set forth below are the
top 10 risk factors applicable to our Company:
Sr. No. Description of top 10 risk factors

customer contributing 34.47%, of our revenue from operations in the Fiscal 2024.
2. We derive a substantial portion of our revenue from our soft profile extrusion and glass component products.
3. Our business and profitability is substantially dependent on the availability and cost of our raw materials and we
are dependent on third party suppliers for meeting our raw material requirements which are on purchase order basis.
risks in our manufacturing process.
5. A significant portion (more than 92.73%, 93.83%, 92.88%, 93.00% and 90.10%) of our revenue from operations
in each of the three months period ended June 30, 2024 and June 30, 2023, and in Fiscal 2024, 2023 and 2022
respectively is attributable to our OEM customers operating in the consumer durable sector.
6. We face competition from national and local players and our inability to compete effectively may have a material
adverse impact on our business, results of operations and financial condition.
7. Five of our ten manufacturing facilities are concentrated in Greater Noida in the National Capital Region of India.
8. Our plans to expand our capacity in toughened glass, rigid profile extrusion magnetic strip extrusion are subject to
the risk of unanticipated delays in implementation and cost overruns.
9. Our success largely depends upon the knowledge and experience of our Promoters, Directors, Key Managerial
Personnel, and Senior Management Personnel as well as our ability to attract and retain personnel with technical
expertise.
major OEM Customers for a significant period of time could materially and adversely affect our business, results
of operations and financial condition.
Specific attention of Bidders is invited to the section “Risk Factors” beginning on page 29.
Summary of contingent liabilities
The following is a summary table of our contingent liabilities as per Ind AS 37 as on June 30, 2024 as indicated in our Restated
Financial Information.
(₹ in million)
Particulars As at June 30, 2024
Demands raised relating to Excise duty 30.15
Demands raised relating to GST 0.03
For further details, please see “Restated Financial Information”, “Management’s Discussion and Analysis of Financial Condition
and Results of Operations” and “Outstanding Litigation and Material Developments” beginning on pages 271, 358 and 395,
respectively.
Summary of Related Party Transactions

22
The following is the summary of transactions with related parties for the three months ended June 30, 2024 and June 30, 2023
and for the Fiscals 2024, 2023 and 2022, as per the requirements under Ind AS 24, derived from the Restated Financial
Information.
A. Transactions during the year
(₹ in millions)
For the year For the year For the year
For the year For the year
ended ended ended
Particulars ended ended
March 31, March 31, March 31,
June 30, 2024 June 30, 2023
2024 2023 2022
a. Loan taken by the Company
Bina Jain - 19.00 47.94 - -
Encraft India Private Limited - - - 9.98 57.66
b. Loan repaid by the Company
Mrs. Bina Jain 8.40 19.11 38.05 4.17 5.72
c. Loan Given by the Company
Ajay Industrial Polymers Private Limited 8.20 21.99 58.82 12.37 30.25
Encraft India Private Limited 31.53 18.03 121.79 3.65 -
AIC Plastic Private Limited - - 3.06 1.40 1.28
GLJ Relaty Private Limited - - 0.05 0.00 0.30
d. Loan refunded back by the Company
AIC Plastic Private Limited - - 8.40 - -
e. Interest expenses on loans taken
Mrs. Bina Jain 0.72 0.06 2.20 2.50 2.85
Encraft India Private Limited - 0.58 0.96 3.33 0.87
Ajay Industrial Polymers Private Limited - - - - 0.35
f. Interest income on loans given
Ajay Industrial Polymers Private Limited 1.23 0.61 3.86 0.56 -
Encraft India Private Limited 0.77 - 2.24 - 0.38
AIC Plastic Private Limited - 0.11 0.29 0.38 0.23
GLJ Relaty Private Limited 0.01 0.01 0.02 0.02 0.01
g. Lease / Rent paid by the Company
Ajay Industrial Polymars Pvt. Ltd. 0.19 0.17 0.69 0.66 0.61
h. Lease / Rent received by the Company
i. Sale of equity shares by the Company
Devendra Chabra Jain (HUF) - - - 0.42 -
Finance corporate guarantee obligation
j.
expenses
Encraft India Private Limited 0.42 0.18 1.67 0.72 3.30
k.
income
l. Purchase of Goods
m. Sale of Goods
Ajay Industrial Polymars Pvt. Ltd. 3.07 - 15.23 - -
Consultancy fee paid to relatives of
n.
KMP
- Mrs. Anuradha Jain - - - 1.00 0.60
- Mrs. Kanupriya Jain - - - 1.00 0.60
o. Personal guarantees
Refer note 17 and 22 to Restated financial
information
p. Remuneration to KMP #
Short term employee benefits
- Mrs. Bina Jain 0.76 0.76 3.04 3.04 3.04
- Mr. Rajeev Jain 0.76 0.76 3.04 3.04 3.04
- Mr. Nitin Jain 0.76 0.76 3.04 3.04 3.04
- Mr. Avanish Singh Visen 7.05 - - - -
23
ended ended ended
June 30, 2024 June 30, 2023
2024 2023 2022
- Mr. Rakesh Kumar 2.89 1.41 6.69 5.65 4.85
Defined Contribution Plan
- Mr. Rajeev Jain 0.07 0.07 0.28 0.28 0.28
- Mr. Nitin Jain 0.07 0.07 0.28 0.28 0.28
- Mr. Rakesh Kumar 0.07 0.07 0.26 0.26 0.26
Defined Benefit Plan - - - - -
Other long-term benefits - - - - -
# The amount related to gratuity and leave encashment cannot be ascertained separately as these liabilities are provided on actuarial basis
for the Company as a whole, hence not included in above.
B. Closing Balances :
(₹ in millions)
As at As at As at As at
As at
Particulars June 30, June 30, March 31, March 31,
April 1, 2022
2024 2023 2024 2023
i. Interest Payable
ii. Interest Receivable
Ajay Industrial Polymars Pvt. Ltd. 6.26 5.03 4.42 0.56 -
AIC Plastic Private Limited 1.01 1.01 0.90 0.61 0.23
GLJ Realty Private Limited 0.07 0.06 0.05 0.03 0.01
iii. Loan Payable
Mrs. Bina Jain 27.04 25.44 35.43 25.55 29.71
Encraft India Private Limited - - - - 32.80
iv. Loan Receivable
Ajay Industrial Polymers Limited 78.66 33.62 70.46 11.64 1.25
AIC Plastic Private Limited - 5.35 - 5.35 3.94
Others - corporate guarantee recoverable /
v.
payable
Encraft India Private Limited - payable 0.42 0.18 1.67 0.72 3.30
Encraft India Private Limited - recoverable 0.30 0.66 1.19 2.64 0.50
Ajay Industrial Polymers Limited –
recoverable 0.48 0.53 1.90 2.10 4.17
vi. Corporate and personal guarantees
Refer note 17, 22 and 40.02 (b) to Restated
financial information
vii. Managerial Remuneration
Mrs. Bina Jain 0.25 0.25 0.25 0.25 0.25
Mr. Rajeev Jain 0.27 0.27 0.27 0.27 0.27
Mr. Nitin Jain 0.27 0.27 0.27 0.27 0.27
Mr. Avanish Singh Visen 2.40 - - - -
Mr. Rakesh Kumar 0.99 0.49 0.70 0.49 0.43
Mrs. Anuradha Jain - - - - 0.09
Mr. Kanupriya Jain - - - - 0.09
(a)Transactions during the periods/ years have been disclosed excluding GST, where applicable.
b) All related party transactions entered during the periods/ years were in ordinary course of the business. During the periods/
years, the Company has not recorded any impairment of receivables relating to amounts owed by related parties.
c) Outstanding balances at the period end/year-end are unsecured and interest free except loans given and taken.
d) The above information has been determined to the extent such parties have been identified on the basis of information available
with the Company and relied upon by the auditors.
For details of the related party transactions in accordance with Ind AS 24, see “Restated Financial Information – Annexure VI -
Note 40.8 – Related Party Disclosures”.
Financing arrangements
24
There have been no financing arrangements whereby our Promoters, members of the Promoter Group, our Directors and their
relatives (as defined in Companies Act, 2013) have financed the purchase of any securities of our Company by any other person
other than in the normal course of the business of the financing entity during a period of six month immediately preceding the
date of this Draft Red Herring Prospectus.
Weighted average price at which the Equity Shares were acquired by our Promoters (also the Selling Shareholders) in
the last one year preceding the date of this Draft Red Herring Prospectus
The weighted average price at which our Promoters (also the Selling Shareholders) acquired the Equity Shares in the last one
year preceding the date of this Draft Red Herring Prospectus are as follows:
Name of the Shareholder Number of Equity Shares Face value per Equity Weighted average price
acquired in the preceding Share per Equity Share (₹)*
one year
Promoters
Bina Jain^ 35,432,000 1 Nil**
Rajeev Jain^ 27,952,000 1 Nil**
Nitin Jain^ 27,952,000 1 Nil**
*As certified by the Statutory Auditor, by way of their certificate dated December 28, 2024
^ Also Promoter Selling Shareholder
** The Company has on December 18, 2024 issued Bonus issue in the proportion of ten Equity Shares for every one Equity Share held by the Shareholders as
on the record date i.e. December 17, 2024.
Weighted average cost of acquisition of the Promoters and (also the Selling Shareholders)
The weighted average cost of acquisition per Equity Share by the Promoters (also the Selling Shareholders) as on date of this
Draft Red Herring Prospectus is as follows:
Name of the Shareholder Number of Equity Shares Face value per Equity Weighted average cost of
acquired as on date of Share acquisition per Equity
this Draft Red Herring Share (₹)*
Prospectus
Promoters
Bina Jain^ 38,975,200 1 0.38
Rajeev Jain^ 30,747,200 1 0.34
Nitin Jain^ 30,747,200 1 0.36
Âlso the Promoter Selling Shareholder
Details of price at which specified securities were acquired in the last three years preceding the date of this Draft Red
Herring Prospectus by our Promoters, the Promoter Group, the Promoter Selling Shareholders and the Shareholders
with rights to nominate one or more directors on the Board or other rights
Except as stated below, there have been no specified securities that were acquired in the last three years preceding the date of
this Draft Red Herring Prospectus, by our Promoters, the Promoter Group, the Promoter Selling Shareholders and Shareholders
with special right to nominate one or more directors on the Board of our Company or other rights, as applicable. The details of
the respective price at which these acquisitions were undertaken is stated below:
Nature of Nature of Acquisition

S. Date of acquisition Number of securities Face
Name securities acquisition price per
No. of securities acquired Value
security
Promoters (1)
1. Bina Jain Equity Shares Right Issue March 29, 2023 1,864 6,439 100
2. Nitin Jain Equity Shares Right Issue March 29, 2023 1,398 6,439 100
3. Rajeev Jain Equity Shares Right Issue March 29, 2023 1,398 6,439 100
4. Bina Jain Equity Shares Bonus Issue* December 18, 2024 3,54,32,000 Nil 1
5. Nitin Jain Equity Shares Bonus Issue* December 18, 2024 2,79,52,000 Nil 1
6. Rajeev Jain Equity Shares Bonus Issue* December 18, 2024 2,79,52,000 Nil 1
Promoter Group
1. Anuradha Jain Equity Shares
Transfer From October 28, 2024 1 10 10
Bina Jain
2. Kanupriya Jain Equity Shares Transfer From October 28, 2024 1 10 10
Bina Jain
3. Anuradha Jain Equity Shares Bonus Issue* December 18, 2024 100 Nil 1
4. Kanupriya Jain Equity Shares Bonus Issue* December 18, 2024 100 Nil 1
Shareholders with nominee director rights or other rights
25
Nature of Nature of Acquisition
S. Date of acquisition Number of securities Face
Name securities acquisition price per
No. of securities acquired Value
security
1. Nil NA NA NA NA NA NA
(1) Also the Promoter Selling Shareholder
*The Company has on December 18, 2024 issued Bonus issue in the proportion of 10 Equity Shares for every one Equity Share held by the
Shareholders as on the record date i.e. December 17, 2024. Pursuant to resolutions passed by our Board at their meeting held on May 24,
2024 and the Shareholders at their EGM held on June 1, 2024, our Company has sub-divided 931,72 equity shares of face value of ₹100 each
to 931,720 equity shares of face value of ₹10 each.
Weighted average cost of acquisition of all shares transacted in the three years, 18 months and one year preceding the
date of this Draft Red Herring Prospectus:
Range of acquisition
Weighted average cost of Cap Price is ‘x’ times the
price per Equity Share:
Period acquisition per Equity weighted average cost of
lowest price – highest
Share (in ₹)^# acquisition**
price (in ₹)^
Last one year preceding the 0.00 [●] Nil^* to
date of this Draft Red Herring Nil^*
Prospectus
Last 18 months preceding the 0.00 [●] Nil^* to
date of this Draft Red Herring Nil^*
Prospectus
Last three years preceding the 0.33 [●] Nil^* to
date of this Draft Red Herring 64.39^*
Prospectus
^ As certified by the Statutory Auditor, by way of their certificate dated December 28, 2024
** To be updated in the Prospectus.
# As adjusted for Split of Equity Shares and Bonus Issue
*Bonus issuance by the Company on December 18, 2024 in the proportion of Ten Equity Shares for every One Equity Share held by the
Shareholders as on the record date i.e. December 17, 2024.
For further details of the acquisition of Equity Shares of our Promoters, see “Capital Structure – Details of Shareholding of our
Promoter, members of Promoter Group in our Company” at page 96.
Pre-IPO Placement
Our Company, in consultation with the BRLMs, may consider a Pre-IPO Placement of specified securities, as may be permitted
under the applicable law, aggregating up to ₹ 476.00 million at its discretion, prior to filing of the Red Herring Prospectus with
the RoC. The Pre-IPO Placement, if undertaken, will be at a price to be decided by our Company, in consultation with the
BRLMs. If the Pre-IPO Placement is completed, the amount raised pursuant to the Pre-IPO Placement will be reduced from the
Fresh Issue, subject to compliance with Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as amended. The
Pre-IPO Placement, if undertaken, shall not exceed 20% of the size of the Fresh Issue. Prior to the completion of the Offer, our
Company shall appropriately intimate the subscribers to the Pre-IPO Placement, prior to allotment pursuant to the Pre-IPO
Placement, that there is no guarantee that our Company may proceed with the Offer or the Offer may be successful and will
result into listing of the Equity Shares on the Stock Exchanges. Further, relevant disclosures in relation to such intimation to the
subscribers to the Pre-IPO Placement (if undertaken) shall be appropriately made in the relevant sections of the Red Herring
Issue of Equity Shares for consideration other than cash in the last one year
Our Company has not issued any Equity Shares for consideration other than cash, in the one year preceding the date of this Draft
Red Herring Prospectus except as disclosed in the table given below:
Issue
No. of price
Reason/particulars Face
Date of equity per Nature of
of allotment/ split of Names of allottees Value
Allotment shares equity consideration
equity shares (₹)
allotted share
(₹)
December Bonus issue in the 35,432,000 Equity Shares to 93,172,000 1 N.A N.A
18, 2024 ratio of ten Equity Bina Jain, 27,952,000 Equity
Shares for every One Shares to Rajeev Jain,
Equity Share 27,952,000 Equity Shares to
Nitin Jain, 28,000 Equity
26
Issue
No. of price
Reason/particulars Face
Date of equity per Nature of
of allotment/ split of Names of allottees Value
Allotment shares equity consideration
equity shares (₹)
allotted share
(₹)
Shares to Vikash Kumar
Rajora, 18,600 Equity Shares to
Surendra Singh Negi, 100
Equity Share to Anuradha Jain,
100 Equity Share to Kanupriya
Jain, 1,397,700 Equity Shares
to Avanish Singh Visen, 9,300
Equity Shares to Basuki Nath
Sharma, 9,300 Equity Shares to
Ram Murti, 28,000 Equity
Shares to Venkataragavarajan
Gopalakrishnan, 74,500 Equity
Shares to Abhijit Ravikaran
Mirajkar, 28,000 Equity Shares
to Prahlad Khushwaha, 46,600
Equity Shares to Vineet Rai,
93,200 Equity Shares to Sudhir
Kumar, 46,700 Equity Shares
to Rahul Kumar, 18,600 Equity
Shares to Vipin Kumar Saini
and 37,300 Equity Shares to
Sanjeev Sancheti
Split or Consolidation of Equity Shares in the last one year
Pursuant to a resolution passed by our Board dated May 24, 2024 and a resolution passed by our Shareholders’ dated June 1,
2024, equity shares of face value of ₹100 each of our Company were sub-divided into equity Shares of face value of ₹10 each.
Subsequently, pursuant to a resolution passed by our Board dated November 26, 2024 and a resolution passed by our
Shareholders’ dated November 26, 2024, equity Shares of face value of ₹10 each of our Company were further sub-divided into
Equity Shares of face value of ₹1 each. For further details, see “Capital Structure –Share capital history of our Company” on
page 86.
Except as disclosed above, our Company has not undertaken any other sub-division or consolidation of its equity shares in the
one year preceding the date of this Draft Red Herring Prospectus.
Exemption from complying with any provisions of securities laws
Our Company had filed an application dated November 12, 2024 and December 28, 2024 with SEBI under Regulation 300(1)(c)
of the SEBI ICDR Regulations, requesting for relaxation of the strict enforcement of the provisions of the SEBI ICDR
Regulations with respect to identifying and disclosing, (a) S.C Jain, brother of the spouse of one of our Promoters, Bina Jain,
and (b) A.K. Jain, brother of the spouse of one of our Promoters, Bina Jain, and (c) Neeti Jatia, daughter of one of our Promoters,
Bina Jain, and sister of our Promoters, Rajeev Jain and Nitin Jain, (d) Shivani Gupta, sister in law of one of our Promoters, Nitin
Jain and (e) Deepali Didwania, sister in law of one of our Promoters, Nitin Jain and body corporates/entities and HUFs in which
the aforementioned individual holds 20% or more of the equity share capital, as members of Promoter Group, and from disclosing
information and confirmations regarding, and from, such natural person(s) and entities, as required under the SEBI ICDR
Regulations (“Exemption Applications”). The Exemption Applications are pending as on date of filing of this Draft Red Herring
Prospectus with SEBI. Since our Company has not been able to procure relevant information, from, and in relation to, the Related
Individual and Connected Persons, and to comply with the provisions of the SEBI ICDR Regulations, the disclosures in relation
to the Related Individual in this Draft Red Herring Prospectus have been included to the best of our Company’s knowledge and
to the extent the information was available and accessible in the public domain published on the websites of (i) Watchout
Investors (accessible at https://www.watchoutinvestors.com/); (ii) CIBIL (accessible at https://suit.cibil.com/), (iii) BSE Limited
(list of debarred entities accessible at https://www.bseindia.com/investors/debent.aspx); and (iv) National Stock Exchange of
India Limited (accessible at https://www.nseindia.com/regulations/member-sebi-debarred-entities), on a ‘name search’ basis.
For details, please see ‘Risk Factors-11. Some of the members of our Promoter Group has not consented to the inclusion of,
nor have they provided, information or any confirmations or undertakings pertaining to himself or the entities in which he
holds interest, which are required to be disclosed in relation to Promoter Group under the SEBI ICDR Regulations in this
Draft Red Herring Prospectus. The disclosures relating to the members of the Promoter Group has been included in this
Draft Red Herring Prospectus based on information available in public domain. Accordingly, we cannot assure you that the
disclosures relating to such members of our Promoter Group are accurate, complete, or updated. Further, details in relation
27
to Connected Persons which may qualify as a member of our Promoter Group have not been disclosed in this Draft Red
Herring Prospectus’ on page 36.
28
SECTION II – RISK FACTORS
An investment in Equity Shares involves a high degree of risk. You should carefully consider all the information in this Draft
Red Herring Prospectus, including the risks and uncertainties described below before making an investment in the Equity Shares.
We have described the risks and uncertainties that our management believes are material, but these risks and uncertainties may
not be the only risks relevant to us, the Equity Shares, or the consumer appliance component industry in which we currently
operate. Unless specified or quantified in the relevant risk factor below, we are not in a position to quantify the financial or
other implication of any of the risks mentioned in this section. If any or a combination of the following risks actually occur, or
if any of the risks that are currently not known or deemed to be not relevant or material now actually occur or become material
in the future, our business, cash flows, prospects, financial condition and results of operations could suffer, the trading price of
the Equity Shares could decline, and you may lose all or part of your investment. For more details on our business and
operations, see “Our Business”, “Industry Overview”, “Key Regulations and Policies”, “Restated Financial Information” and
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” on pages 205, 140, 235, 271 and
358, respectively, as well as other financial information included elsewhere in this Draft Red Herring Prospectus. In making an
investment decision, you must rely on your own examination of us and the terms of the Offer, including the merits and risks
involved, and you should consult your tax, financial and legal advisors about the particular consequences of investing in the
Offer. Prospective investors should pay particular attention to the fact that our Company is incorporated under the laws of India
and is subject to a legal and regulatory environment which may differ in certain respects from that of other countries.
This Draft Red Herring Prospectus also contains forward-looking statements that involve risks, assumptions, estimates and
uncertainties. Our actual results could differ materially from those anticipated in these forward- looking statements as a result
of certain factors, including but not limited to the considerations described below. For details, see “Forward-Looking
Statements” on page 17.
Our financial or fiscal year ends on March 31 of each calendar year. Accordingly, references to a “Fiscal” or “fiscal year” are
to the 12-month period ended March 31 of the relevant year. Unless otherwise stated or the context otherwise requires, the
financial information included in this section is based on our Restated Financial Information included in this Draft Red Herring
Prospectus. For further information, see “Restated Financial Information” on page 271.
We have also included various operational and financial performance indicators in this Draft Red Herring Prospectus, some of
which have not been derived from our Restated Financial Information. The manner of calculation and presentation of some of
the operational and financial performance indicators, and the assumptions and estimates used in such calculation, may vary
from that used by other companies in India and other jurisdictions.
Unless otherwise indicated, the industry-related information contained in this section is derived from a report titled “Industry
Report on select components businesses for the consumer durables industry” dated December 27, 2024, prepared by Frost &
Sullivan, which has been prepared exclusively for the purpose of understanding the industry in connection with the Offer and
commissioned and paid for by our Company in connection with the Offer (the “F&S Report”). The data included herein includes
excerpts from the F&S Report and may have been re-ordered by us for the purposes of presentation. Unless otherwise indicated,
all financial, operational, industry and other related information derived from the F&S Report and included herein with respect
to any particular year, refers to such information for the relevant calendar year. copy of the F&S Report is available on the
website of our Company at www.applindia.co.in.
Internal Risks
customer contributing 34.47%, of our revenue from operations in the Fiscal 2024. Loss of any of these customers or a
reduction in purchases by any of them could adversely affect our business, results of operations and financial condition.
Our business is predominantly conducted on a business-to-business with original equipment manufacturers and other
commercial and industrial customers in India. We sell our products to our customers directly through our sales and marketing
team. The table below sets forth our revenue from operations from our top 10 customers and their contribution to our revenue
from operations for the periods indicated:
Fiscal 2024
Particulars
Amount (in ₹ million) % of total revenue from operations
Customer 1* 1,256.11 34.47%
Customer 2* 1,034.20 28.38%
Godrej and Boyce Manufacturing Company Limited 311.75 8.55%
Haier Appliance (India) Private Limited 169.07 4.64%
Customer 5* 124.64 3.42%
Customer 6* 103.26 2.83%
Customer 7* 95.70 2.63%
29
Fiscal 2024
Particulars
Voltbek Home Appliances Private Limited 89.98 2.47%
Frigoglass India Private Limited 87.40 2.40%
IFB Refrigeration Limited 61.67 1.69%
*Names of the customers have not been included in this Draft Red Herring Prospectus due to non-receipt of consent from such customers
to be named in the Offer Documents.
We rely and expect that we will continue to be reliant on our top 10 customers for a substantial portion of our revenue. The
loss of any of our top 10 customers (in particular our largest customer) for any reason including due to loss of, or failure to
renew existing arrangements; limitation to meet any change in quality specification, change in technology; regulatory
changes, disputes with a customer; adverse changes in the financial condition of our customers, such as possible bankruptcy
or liquidation or other financial hardship or a reduction in the demand for our products by any of our top customers could
have a material adverse effect on our business, results of operations and financial condition.
We usually do not enter into long-term supply contracts with any of our customers and typically rely on periodic purchase
orders. Prices are negotiated with customers for each purchase order. We sell our products domestically on a cost, insurance
and freight basis, on a consignee basis and on a door delivery or delivery duty paid basis and in case of export either freight
on board or cost, insurance and freight basis. The purchase orders are typically subject to delivery, quality conditions
including, right of buyer to conduct inspection of the delivered products to ensure conformity with the specifications and
compliance with Indian or international standards. However, such orders may be amended or cancelled prior to finalisation,
and should such an amendment or cancellation take place, we may not be able to shift the volume produced to other
customers. We determine the prices for our products, based on various parameters, including market demand, our production
capacity, transportation costs, raw materials costs, competitors’ prices and credit terms.
There is no assurance that our customers (in particular our top 10 customers) will continue to source products from us at
volumes or rates consistent with, and commensurate to, the amount of business received from them historically, or at all.
Any decrease in the demand for our products from our top 10 customers, or a termination of our arrangements altogether,
would adversely impact our business, results of operations and financial condition.
2. We are dependent on, and derive a substantial portion of our revenue from our toughened glass and polymer extrusion.
Failure to diversify the product portfolio or a reduction in orders for our soft profile extrusion and glass product lines
could have a material adverse effect on our business, results of operations and financial condition.
We are dependent on our revenue from our soft profile extrusion and glass component products. The table below shows our
revenue from operations by product for the periods indicated.
Particulars Three months period ending June 30, 2023 Three months period ending June 30, 2024
% of revenue from % of revenue from
₹ million ₹ million
operations operations
Toughened glass (or tempered
288.50 33.02% 568.06 43.65%
glass)
Polymer Extrusion 445.79 51.03% 551.60 42.39%
Magnetic products 33.49 3.83% 43.52 3.34%
Others 105.84 12.12% 138.13 10.61%
Total 873.62 100.00% 1,301.31 100.00%
Fiscal 2022 Fiscal 2023 Fiscal 2024

% of revenue % of revenue % of revenue
Particulars
₹ million from ₹ million from ₹ million from
operations operations operations
Toughened glass (or
99.67 7.04% 489.54 20.36% 1,379.62 37.86%
tempered glass)
Polymer Extrusion 1,072.20 75.68% 1,496.93 62.24% 1,703.64 46.75%
Magnetic products 65.33 4.61% 113.38 4.71% 145.50 3.99%
Others 179.57 12.67% 305.08 12.69% 415.39 11.40%
Total 1,416.77 100.00% 2,404.93 100.00% 3,644.15 100.00%
While we continue to expand our product lines and develop other products, our soft profile extrusion and glass component
products will continue to comprise a significant percentage of our operating revenue. Consequently, if we are unable to
maintain or expand our sales volumes in these product categories for any reason, maintain our relationship with our key
OEM and other customers in these product lines and/or diversify our customer base, we may experience material fluctuations
or decline in our revenue and reduction in our operating margins, as a result of which our business, results of operations and
financial condition could be materially and adversely affected. In addition, cancellation or delay or reduction in orders for
our soft profile extrusion and glass component products could have a material adverse effect on our business, results of
30
operations and financial condition. Furthermore, failure to diversify our product portfolio in response to changing market
conditions or customer preferences could impact the company’s long-term growth prospects and adversely affect our
business, results of operations and financial condition.
3. Our business and profitability is substantially dependent on the availability and cost of our raw materials and we are
dependent on third party suppliers for meeting our raw material requirements which are on purchase order basis. Any
disruption to the timely and adequate supply of raw materials, or volatility in the prices of raw materials may adversely
impact our business, results of operations and financial condition.
Our major raw materials and components for our manufacturing processes include virgin Polyvinyl chloride (“PVC”) resin,
refined soya bean oil, hydrogen peroxide, chlorinated polyethylene (“CPE”), acrylonitrile butadiene styrene (“ABS”), high-
impact polystyrene (“HIPS”), iron oxide, barium carbonate, strontium carbonate and clear float glass and glass printing
inks. We purchase these materials from local suppliers in India, internationally or in the open market. The price of PVC
resin, clear float glass and refined soya bean oil is highly volatile and linked to global market conditions, global shipping
costs, energy cost and demand/supply conditions. PVC is a petroleum product so its price is linked to the price of crude oil,
which has been volatile, in particular, due to hostilities between Ukraine and Russia and hostilities between Israel and Iran.
Price increases of our raw materials could materially impact our production costs and profitability and consequently have
an adverse effect on our business, results of operations and financial condition.
The table below sets forth our cost of materials and our cost of materials as a percentage of total expenses for periods
indicated.
Three months period ended June 30, 2023 Three months period ended June 30, 2024
Particulars
₹ million % of total expenses ₹ million % of total expenses
Cost of materials
532.69 68.37% 676.39 59.37%
consumed

Particulars % of total % of total % of total
₹ million ₹ million ₹ million
expenses expenses expenses
Cost of materials
786.10 56.83% 1,543.28 67.38% 2,211.88 66.05%
consumed
The table below sets forth our cost of materials from our top 10 suppliers:
Fiscal 2024
Particulars
Kaycee Polymers Private Limited 466.92 12.81%
Suppliers 2* 225.27 6.18%
Suppliers 3* 139.47 3.83%
Suppliers 4* 121.26 3.33%
Supreme Petrochem Limited 117.33 3.22%
Xinyi Energy Smart (Malaysia) SDN BHD 106.80 2.93%
Gokul Agro Resources Limited 97.58 2.68%
Polytreck Chemicals & Additives 80.24 2.20%
Gold Plus Glass Industry Limited 75.73 2.08%
Suppliers 10* 74.89 2.06%
*Names of the suppliers have not been included in this Draft Red Herring Prospectus due to non-receipt of consent from such suppliers
to be named in the Offer Documents.
We have not entered into long term contracts for the supply of our raw materials and typically source raw materials from
third-party suppliers under monthly purchase orders. In the case of PVC resin, prices are subject to change even after making
a purchase order. We generally have multiple sources for all our key raw materials to ensure our requirements are met.
Although we have not had any material disruptions in the supply of raw materials in the three months period ended June 30,
2024 or in Fiscal 2024, Fiscal 2023 or Fiscal 2022, in the absence of long term contracts, we may encounter situations where
we might be unable to manufacture and deliver our products due to, amongst other reasons, our inability to procure raw
materials for our products. As a result, the success of our business is significantly dependent on maintaining good
relationships with our raw material suppliers. Absence of long-term supply contracts subject us to risks such as price
volatility caused by various factors such as commodity market fluctuations, currency fluctuations, climatic and
environmental conditions, production and transportation cost, changes in domestic government policies, and regulatory and
trade sanctions. Additionally, our inability to predict the market conditions may result in us placing supply orders for
31
inadequate quantities of such raw materials. Our customer purchaser orders are usually on a quarterly or six-month basis
based on the average buying price of raw materials with the differences above or below these averages adjusted with the
customer.
Further, our suppliers may not perform their obligations in a timely manner or at all, resulting in possible delays in our
operations. Although we have had no suppliers declare a force majeure event in the three months ended June 30, 2024 and
in Fiscal 2024, Fiscal 2023 and Fiscal 2022, in the event of a supply disruption in the future we may not be able to locate
such alternate supplies of raw material in a timely manner or at all or at commercially acceptable terms.
Our imported materials included clear float glass, CPE and ink for glass printing. In the three months ended June 30, 2024
and June 30, 2023 and in Fiscal 2024, Fiscal 2023 or Fiscal 2022, our imported raw materials as a percentage of total raw
materials purchased represented 1.80%, 3.47%, 7.38%, 7.09% and 7.49% respectively.
The table below sets forth raw materials purchased from suppliers in India and outside India for the periods indicated.
Particulars % of raw materials % of raw materials
purchased purchased
India 558.10 96.53% 821.58 98.20%
Great Britain 0.23 0.04% - 0.00%
China 19.83 3.43% 15.07 1.80%
Malaysia Nil - Nil -
Total 578.16 836.65

Particulars % of raw % of raw
% of raw materials
₹ million ₹ million materials ₹ million materials
purchased
purchased purchased
India 904.39 92.51% 1,518.75 92.91% 2,151.84 92.62%
Great Britain 0.44 0.05% 0.48 0.03% 0.47 0.02%
China 47.88 4.90% 56.36 3.45% 64.11 2.76%
Malaysia 24.87 2.54% 59.01 3.61% 106.80 4.60%
Total 977.58 1,634.60 2,323.21
Any restriction on purchase of materials, components and equipment from outside India could have an adverse effect on our
ability to deliver products to our customers, and our business, results of operations and financial condition. Further, if there
are any trade restrictions, sanctions or higher tariffs placed by India on purchases made from other countries or similar
restrictions are placed by the exporting country for supply of products to India, such trade restrictions, sanctions or higher
tariffs may significantly impact our sourcing decisions and may lead to increased cost of purchase, and shortages of raw
materials. Trade restrictions, sanctions or higher tariffs, if imposed in future, could have a material adverse effect on our
risks in our manufacturing process. Any slowdown or shutdown in our manufacturing operations that could interfere
with our operations could have an adverse effect on our business, results of operations and financial condition.
We manufacture consumer appliance components and other products at our 10 manufacturing facilities. Our business is
dependent upon our ability to manage our manufacturing facilities, which are subject to various operating risks, including
those beyond our control, such as the malfunction or failure of equipment as well as industrial accidents, severe weather
conditions and natural disasters. These risks are heightened at our facilities which produce key raw materials for our products
like soft profile extrusion plant in Greater Noida that makes gaskets, our barium ferrite powder plant in Greater Noida, our
epoxydized soya oil plant in Greater Noida and our magnetic strip plant, in Greater Noida. In the event of serious disruption,
we would use unaffected facilities to make up for some or all of lost production and could also purchase key raw materials
like epoxydized soya oil, magnet powder and magnetic strips in the market in the event our in house production was
disrupted. During the three months period ended June 30, 2024 and during Fiscal 2024, Fiscal 2023 or Fiscal 2022, we have
not experienced any such serious disruptions; however, if we are not able to manage future disruptions, our business, results
of operations and financial condition could be adversely affected.
Any significant malfunction or failure of our machinery, our equipment, our automation systems, our IT systems or any
other part of our manufacturing processes or systems (together, our “Manufacturing Assets”) may entail significant repair
and maintenance costs and cause delays in our operations. Although we have not had any incidents during the three months
period ended June 30, 2024 and during Fiscal 2024, Fiscal 2023 or Fiscal 2022, we cannot assure you that we will not
experience any malfunction or failure of our Manufacturing Assets in the future. If we are unable to repair Manufacturing
Assets in a timely manner or at all, our operations may need to be suspended until we procure the appropriate Manufacturing
Assets to replace them. In addition, we may be required to carry out planned shutdowns of our facilities for maintenance,
32
statutory inspections, quality inspections by our customers or by certifying agencies like the BIS or may shut down certain
facilities for capacity expansion and equipment upgrades.
Although we have not experienced any significant disruptions at our manufacturing facilities during the three months ended
June 30, 2024 and during Fiscal 2024, Fiscal 2023 or Fiscal 2022, we cannot assure you that there will not be any significant
disruptions in our operations in the future. Our inability to effectively respond to such events and rectify any such disruption
in a timely manner and at an acceptable cost, could lead to the slowdown or shutdown of our operations or the under-
utilization of our manufacturing facilities, which in turn may have an adverse effect on our business, results of operations
and financial condition. Further, our manufacturing facilities have been strategically located near customers and customer
hubs. If our customers shift their operations to other regions, our transportation costs would increase which could adversely
affect our business and results of operations.
5. A significant portion (more than 92.73%, 93.83%, 92.88%, 93.00% and 90.10%) of our revenue from operations in each
of the three months period ended June 30, 2024 and June 30, 2023, and in Fiscal 2024, 2023 and 2022 respectively is
attributable to our OEM customers operating in the consumer durable sector. Any adverse changes in these sectors or
any other sector in which our customers operate could adversely impact our business, results of operations and financial
condition.
Our customers are primarily appliance OEMs (multi-national and Indian) with whom we collaborate on design and
development. We cater to sectors such as consumer durables, commercial refrigeration, automotive, interior design and
furnishings and other industrial sectors.
The table below sets forth our revenue by customer sector for the periods indicated.
For the three month period June 30, For the three month period June 30,
2023 2024
Customer Sector
% of revenue % of revenue
from operations from operations
Consumer durable OEMs 761.05 87.11% 1,142.08 87.76%
Commercial Refrigeration 58.65 6.71% 66.20 5.09%
Automotive 11.99 1.37% 12.38 0.95%
Interior design and furnishings 10.47 1.20% 13.65 1.05%
Others 31.46 3.60% 67.00 5.15%
Total 873.62 100.00% 1,301.31 100.00%

% of % of % of
Customer Sector revenue revenue revenue
from from from
Consumer durable OEMs 1,106.95 78.13% 2,024.42 84.18% 3,151.13 86.47%
Commercial Refrigeration 185.17 13.07% 219.68 9.13% 236.88 6.50%
Automotive 21.95 1.55% 38.78 1.61% 43.30 1.19%
Interior design and furnishings 27.97 1.97% 33.29 1.38% 43.36 1.19%
Others 74.73 5.27% 88.76 3.69% 169.48 4.65%
Total 1,416.77 100.00% 2,404.93 100.00% 3,644.15 100.00%
We are significantly dependent on consumer durable OEMs for our revenues. Factors affecting the consumer durable
industry could have a cascading adverse effect on our business, results of operations and financial condition. Although
certain factors, such as general macroeconomic and consumer trends, have a direct impact on demand for consumer durable
products, others can have indirect consequences that are difficult to predict. There can be no assurance that we will not be
affected by any significant events impacting the consumer durable sector or any other sectors in which our customers operate
in the future which could have an adverse impact on our business and financial performance.
The prices of our consumer durable components and other products generally fluctuate based on a number of factors, such
as, the availability and cost of raw material inputs, fluctuations in domestic and international demand and supply, domestic
production and capacity of both components and the appliances themselves, transportation costs, protective trade measures
and various social and political factors, in India and are sensitive to the cyclical trends of the consumer appliance industry.
When downturns occur, we may experience decreased demand for our consumer appliance components and other products,
which may lead to decrease in prices, which may, in turn, have a material adverse effect on our business, results of operations,
financial condition and prospects. In addition, substantial decreases in product prices during periods of economic weakness
have not always been balanced by commensurate price increases during periods of economic strength. Any sustained price
recovery will most likely require a broad economic recovery, in order to underpin an increase in real demand for consumer
durable products by end users.
33
6. We face competition from national and local players and our inability to compete effectively may have a material adverse
impact on our business, results of operations and financial condition.
Although the consumer appliance component industry provides for significant entry barriers, competition in our business is
based on pricing, relationships with customers particularly with OEMs, product quality, and compliance with government
regulation including environmental regulation. (F&S Report, dated December 27, 2024). We face pricing pressures from
national, regional and local companies that are able to produce components and tempered / toughened glass at competitive
costs and consequently, may supply their products at cheaper prices. We are unable to assure you that we shall be able to
meet the pricing pressures imposed by such competitors which would adversely affect our business, results of operations
and financial condition.
Additionally, some of our competitors may have greater financial, research and technological resources, larger sales and
marketing teams and more established reputations. They may also be in a better position to identify market trends, adapt to
changes in the Indian consumer appliance industries, innovate with new products, offer competitive prices due to economies
of scale and ensure product quality and compliance. Further, our competitors may enter into contract manufacturing
arrangements with our customers for products that they are currently purchasing from us that could result in the loss of such
customer or loss of revenue from such customer. For further details regarding our industry peers, see “Industry Overview –
Competitive Landscape” on beginning on page 140.
7. Five of our ten manufacturing facilities are concentrated in Greater Noida in the National Capital Region of India. Any
significant social, political, economic or seasonal disruption, natural calamities or civil disruptions in the NCR or in
Maharashtra, Gujarat, Punjab and Tamil Nadu where our other manufacturing facilities are located could have an
adverse effect on our business, results of operations and financial condition.
We have five of our ten manufacturing facilities concentrated in Greater Noida in the NCR and we have two in manufacturing
facilities in Maharashtra and one in each of Gujarat, Punjab and Tamil Nadu. Our manufacturing facilities and our operations
are susceptible to local and regional factors, such as economic and weather conditions, natural disasters, political,
demographic and population changes, adverse regulatory developments civil unrest and other unforeseen events and
circumstances. Such disruptions could result in the damage or destruction of one or more of our manufacturing capabilities,
significant delays in shipments of our products and/or otherwise materially adversely affect our business, financial condition
and results of operations. The occurrence of any of these events could require us to incur significant capital expenditure or
change our business structure or strategy, which could have an adverse effect on our business, results of operations, future
cash flows and financial condition. While we have not faced any such disruptions in the past in our operations due to the
concentration of five of our manufacturing facilities in the NCR nor in our locations in Maharashtra, Gujarat, Punjab or
Tamil Nadu, we cannot assure you that there will not be any significant developments in these regions in the future that may
adversely affect our business, results of operations and financial condition. Further, we many in the future expand to other
parts of India where customers or customer clusters are located. Any significant social, political, economic or seasonal
disruption, natural calamities or civil disruptions in areas of future expansion could also adversely affect our business, results
of operations and financial condition in the future.
8. Our plans to expand our capacity in toughened glass, rigid profile extrusion magnetic strip extrusion are subject to the
risk of unanticipated delays in implementation and cost overruns. If we are unable to implement the expansion plans at
the planned cost, it could materially and adversely impact our business, results of operations and financial condition.
As on November 30, 2024, our Company operates five manufacturing facilities located in Greater Noida in the NCR, two
located in Maharashtra (Karegaon and Shirwal) and one located in Sanand (Gujarat); Mohali (Punjab); and Chennai (Tamil
Nadu). In order to support our growth strategy and enhance market position with focus on additional capacity for
manufacturing of toughened glass, magnetic strips and rigid profile extrusion , and operational efficiency, we intend to
increase our manufacturing capacity at our existing facility at Noida Unit-IV, Karegaon Unit and Chennai Unit .Accordingly
we intend to utilize up to ₹ 649.68 million towards purchase of machinery for additional capacity for manufacturing of
toughened glass, magnetic strips and rigid profile extrusion at our existing production facilities in Noida Unit-IV, Noida
Unit-V, Karegaon Unit, Shirwal Unit, Chennai Unit, and our Registered Office in order to increase the automated processes
available at such facilities as well as for the replacement of existing machinery, for facility improvisations For further
information, see “Objects of the Offer” on page 102
Our expansion project to increase our capacity of toughened glass, magnetic strips and rigid profile extrusion is subject to
the potential problems and uncertainties including cost overruns or delays. Problems that could adversely affect backward
integration project include increased costs of equipment or manpower, inadequate performance of the equipment and
machinery installed in our manufacturing facility, delays in completion, defects in design or construction, the possibility of
unanticipated future regulatory restrictions, labour shortages, delays in receiving governmental, statutory and other
regulatory approvals as we apply for them at various stages of the project, incremental pre-operating expenses, unforeseen
taxes and duties, interest and finance charges, environment and ecology costs and other external factors which may not be
within the control of our management.
34
There can be no assurance that our capacity expansion project will be completed as planned or on schedule, and if they are
not completed in a timely manner, or at all, our budgeted costs may be insufficient to meet our proposed capital expenditure
requirements. If our actual capital expenditures significantly exceed our budgets, or even if our budgets were sufficient to
cover these projects, we may not be able to achieve the intended economic benefits of these projects, which in turn may
materially and adversely affect our financial condition, results of operations, cash flows, and prospects. There can be no
assurance that we will be able to complete the aforementioned expansion and additions in accordance with the proposed
schedule of implementation and any delay could have an adverse impact on our business, results of operations and financial
condition.
9. Our success largely depends upon the knowledge and experience of our Promoters, Directors, Key Managerial Personnel,
and Senior Management Personnel as well as our ability to attract and retain personnel with technical expertise. Our
inability to retain our Promoters, Directors, Key Managerial Personnel and Senior Management Personnel or our ability
to attract and retain other personnel with technical expertise could adversely affect our business, results of operations
We depend on the management skills and guidance of our Promoters and Board of Directors for development of business
strategies, monitoring their successful implementation and meeting future challenges. Further, we also significantly depend
on the expertise, experience and continued efforts of our Key Managerial Personnel and Senior Management Personnel. Any
loss of our Promoters, Directors, Key Managerial Personnel and Senior Management Personnel or our ability to attract and
retain them and other skilled personnel could adversely affect our business, results of operations and financial condition.
Our future performance will depend largely on our ability to retain the continued service of our management team. If one or
more of our Key Managerial Personnel or Senior Management Personnel are unable or unwilling to continue in his or her
present position, it could be difficult for us to find a suitable or timely replacement and our business, results of operations
and financial condition could be adversely affected.
In addition, we may require a long period of time to hire and train replacement personnel when personnel with technical
expertise terminate their employment with us. We may also be required to increase our levels of employee compensation
more rapidly than in the past to remain competitive in attracting and retaining personnel with technical expertise that our
business requires. The loss of the services of such persons could have an adverse effect on our business, results of operations
The table below set forth the attrition rate for our employees for the periods indicated:
Three months period Three months period

Particulars Fiscal 2022 Fiscal 2023 Fiscal 2024
ended June 30, 2023 ended June 30, 2024
Attrition Rate (%) 9.69% 12.04% 15.25% 1.42% 3.50%
While these positions have been appropriately filled and we have not faced any impact due to the resignations, we cannot
assure that future resignations will not have any impact on the Company’s business or operations.
There is significant competition for management and other skilled personnel in the consumer appliance component industry
in which we operate, and it may be difficult to attract and retain the personnel we require in the future. There can be no
assurance that our competitors will not offer better compensation packages, incentives and other perquisites to such skilled
personnel. Further, as on the date of this Draft Red Herring Prospectus, we do not have key man insurance policies. If we
are not able to attract and retain talented employees as required for conducting our business, or if we experience high attrition
levels which are largely out of our control, or if we are unable to motivate and retain existing employees, our business,
results of operations and financial condition may be adversely affected. For further information, see “Our Management” on
page 244.
major OEM Customers for a significant period of time could materially and adversely affect our business, results of
Our customers are primarily OEMs (multi-national and Indian) in the consumer durable sector with whom we collaborate
on design and development. The table below sets forth our revenue from consumer durable OEMs for the periods indicated.
Customer Sector % of revenue from % of revenue from
Consumer durable
761.05 87.11% 1,142.08 87.76%
OEMs
35
Customer Sector % of revenue % of revenue ₹ % of revenue
from operations from operations million from operations
Consumer durable
1,106.95 78.13% 2,024.42 84.18% 3,151.13 86.47%
OEMs
As our revenues from these OEMs depend on purchase orders for our components and glass, we are dependent on the
continuity of their production. Purchase orders from our OEM customers could be lost or volume reduced due to any
disruption to our OEM customers production due to operational disruptions caused by significant malfunction or failure of
their machinery, equipment or systems, labour disputes or strikes, environmental or safety issues, regulatory actions, natural
disasters or other changes in their manufacturing circumstances. Loss or reduction of purchase orders from one or more our
major OEM customers for a significant period of time due to such production issues could materially and adversely affect
our business, results of operations and financial condition.
11. Some of the members of our Promoter Group have not consented to the inclusion of, nor have they provided, information
or any confirmations or undertakings pertaining to themselves or the entities in which they hold interest, which are
required to be disclosed in relation to Promoter Group under the SEBI ICDR Regulations in this Draft Red Herring
Prospectus. The disclosures relating to these members of the Promoter Group has been included in this Draft Red Herring
Prospectus based on information available in public domain. Accordingly, we cannot assure you that the disclosures
relating to such members of our Promoter Group are accurate, complete, or updated. Further, details in relation to
Connected Persons which may qualify as a member of our Promoter Group have not been disclosed in this Draft Red
Herring Prospectus. In connection with the Offer, the Company is required to identify persons and entities, in accordance
with the requirements of Regulation 2(1)(pp) of the SEBI ICDR Regulations, as members of the ‘promoter group’ of the
Company.
In terms of the Regulation 2(1)(pp) of the SEBI ICDR Regulations, , a) S.C Jain, brother of the spouse of one of our
Promoters, Bina Jain, and (b) A.K. Jain, brother of the spouse of one of our Promoters, Bina Jain, and (c) Neeti Jatia, daughter
of one of our Promoters, Bina Jain, and sister of our Promoters, Rajeev Jain and Nitin Jain, (d) Shivani Gupta, sister in law
of one of our Promoters, Nitin Jain and (e) Deepali Didwania, sister in law of one of our Promoters, Nitin Jain qualify as
members of the Promoter Group of the Company qualifies as a member of the Promoter Group of the Company.
Accordingly, in terms of Regulations 2(1)(pp) of the SEBI ICDR Regulations, (i) any body corporate in which 20% or more
of the equity share capital is held by any Related Individuals or a firm or a Hindu Undivided Family in which any of the
Related Individuals is a member; (ii) any body corporate in which a body corporate mentioned in (a) above, holds 20% or
more of its equity share capital; and (iii) any Hindu Undivided Family or firm in which the aggregate share of the Promoter
and that of the Related Individuals is equal to or more than 20% of the total capital, also forms part of our Promoter Group
(collectively, the ‘Connected Persons’). The Related Individuals has expressed their unwillingness to be named as a member
of the Promoter Group in this Draft Red Herring Prospectus and any other document in relation to the Offer and to provide
the necessary information and confirmation sought by our Company for disclosures which are required to be included in
relation to Promoter Group under the SEBI ICDR Regulations in this Draft Red Herring Prospectus. For further details, see
“Our Promoters and Promoter Group” on page 263.
Our Company had filed applications dated November 12, 2024 and December 28, 2024 with SEBI under Regulation
300(1)(c) of the SEBI ICDR Regulations, requesting for relaxation of the strict enforcement of the provisions of the SEBI
ICDR Regulations with respect to identifying and disclosing, a) S.C Jain, brother of the spouse of one of our Promoters,
Bina Jain, and (b) A.K. Jain, brother of the spouse of one of our Promoters, Bina Jain, and (c) Neeti Jatia, daughter of one
of our Promoters, Bina Jain, and sister of our Promoters, Rajeev Jain and Nitin Jain, (d) Shivani Gupta, sister in law of one
of our Promoters, Nitin Jain and (e) Deepali Didwania, sister in law of one of our Promoters, Nitin Jain and body
corporates/entities and HUFs in which the aforementioned individuals hold 20% or more of the equity share capital, as
members of Promoter Group, and from disclosing information and confirmations regarding, and from, such natural person(s)
and entities, as required under the SEBI ICDR Regulations (“Exemption Application”). The Exemption Applications are
pending as on date of filing of this Draft Red Herring Prospectus with SEBI.
Since our Company has not been able to procure relevant information, from, and in relation to, the Related Individuals and
Connected Persons, and to comply with the provisions of the SEBI ICDR Regulations, the disclosures in relation to the
Related Individuals in this Draft Red Herring Prospectus have been included to the best of our Company’s knowledge and
Investors (accessible at https://www.watchoutinvestors.com/); (ii) TransUnion CIBIL Limited (CIBIL) (accessible at
https://suit.cibil.com/), (iii) BSE Limited (list of debarred entities accessible at
https://www.bseindia.com/investors/debent.aspx); and (iv) National Stock Exchange of India Limited (accessible at
https://www.nseindia.com/regulations/member-sebi-debarred-entities), on a ‘name search’ basis. Given that the information
related to the Related Individuals included in this Draft Red Herring Prospectus is solely based on the information which
was available and accessible in the public domain, our Company has not ascertained the veracity or completeness of the
information or if such information is updated. Our Company will also not be in a position to ascertain any subsequent
developments in relation to the information of the Related Individual. Further, since the Related Individuals have expressed
36
their unwillingness to be named as a member of the Promoter Group in this Draft Red Herring Prospectus and any other
document in relation to the Offer and to provide the necessary information and confirmation sought, our Company has not
been able to ascertain any entity forming part of the Connected Persons which would qualify as a member of our Promoter
Group. Accordingly, details in relation to the Connected Persons, which may qualify as a member of our Promoter Group
have not been disclosed in this Draft Red Herring Prospectus.
12. Our Company has in the past not complied in complying with reporting requirements under the Overseas Direct
Investment (ODI) framework and we may be subject to regulatory action by RBI
Our Company, in the past, has faced instances of contraventions under the Overseas Direct Investment framework relating
to (i) non receipt of share certificates with respect to the joint venture company incorporated outside India, (ii) non
submission of Annual Reports and (iii) non reporting of one tranche of remittance with respect to acquisition of a company
incorporated outside India. There can be no assurance that the Regional Director, Western Region, Mumbai will not take an
adverse view and impose penalties on Company in this regard. In the event that any adverse actions are taken against us, our
results of operations and profitability could be adversely affected.
13. We are required to comply with certain restrictive covenants under our financing agreements. Any non-compliance may
lead to, amongst others, accelerated repayment schedule, enforcement of security and suspension of further drawdowns,
which may adversely affect our business, results of operations, financial condition and cash flows.
Some of the financing arrangements entered into by us include conditions that require our Company to obtain respective
lenders’ consent prior to carrying out certain activities and entering into certain transactions. As of November 30, 2024, we
had total borrowings (consisting of non-current borrowings and current borrowings) of ₹ 1,290.39 million. Failure to meet
these conditions or obtain these consents could have significant consequences on our business and operations. These
covenants vary depending on the requirements of the financial institution extending such loan and the conditions negotiated
under each financing agreement. Some of the corporate actions that require prior consents from certain lenders include,
amongst others, changes to the (a) capital structure of our Company, (b) Company’s constitution documents including
amending the memorandum of association and articles of association of the Company, (c) management set-up of our
Company, and (d) formulation of any scheme of expansion, modernisation, diversification, amalgamation or reconstruction,
and (e) merger, de-merger, amalgamation, acquisition, buy -back, re-organization and/or disposition of assets of the
Company. Failure to comply with these covenants in the future may restrict or delay our ability to undertake certain corporate
actions or initiatives. Except as disclosed below, we have not defaulted on any covenants in financing agreements in the
past, further, we cannot assure you that this will continue to be the case in the future.
Has such non-

Date(s) of Details of
Details of the compliance been
relevant action(s)
credit facility Particulars of non-compliance remedied on the
sanction taken by the
agreement date of this
letter(s) lender
certificate
The Company has violated the conditions of Nil The banker has
bank of issued a Consent
"All future borrowings by the Borrower shall be Letter for the IPO,
HDFC Bank September 27,
with prior written permission of Bank". confirming that there
Limited in FY 22- 2022 and
"Guarantors not to issue any Personal Guarantee has been no breach of
23, 23-24 and 24- October 12,
for any other loans without prior written covenants. As a
25 2023
permission of HDFC Bank except for Car Loans, result, no further
Personal loans, Home loans, Education loans to action is required
be obtained for self and family members".
The Company has violated the conditions of Nil The banker has
bank of issued a Consent
"Entire unsecured loans shall be subordinated Letter for the IPO,
during the tenure of facilities of the Bank". confirming that there
Kotak Mahindra "Unsecured loans and advances availed from has been no breach of
February 3,
Bank Limited in friends/ relatives / partners / Directors shall not covenants. As a
2023, January
FY 21-22, 22-23, be repaid during the currency of the Bank’s result, no further
25, 2024
23-24 and 24-25 exposure" action is required
"Borrower to take specific permission of the
Bank prior to availing any short / long term
facilities from any other Bank / FI against any
security"
Nil The banker has
The Company has violated the condition of bank
issued a Consent
of
Letter for the IPO,
Citi Bank Limited April 3, 2023 "subordination of all existing unsecured loans
confirming that there
in FY 22-23, 23-24 and February from promoters / associates"
has been no breach of
and 24-25 15, 2024 "promoters / promoter-directors not to issue any
covenants. As a
Personal Guarantee without prior written
result, no further
consent of the Bank"
action is required
37
Has such non-
Date(s) of Details of
Details of the compliance been
relevant action(s)
credit facility Particulars of non-compliance remedied on the
sanction taken by the
agreement date of this
letter(s) lender
certificate
Nil The Company is

pursuing the matter
The Company has violated the condition of bank
State Bank of India April 19, 2022, with the banker, and
of "USL should be subordinated to Bank Loan
in FY 21-22, 22- April 28, 2023 the banker has not
and an undertaking to be obtained from
23, 23-24 and 24- and April 12, raised any negative
promoters that the same will not be withdrawn
25 2024 remarks or
without prior approval of the Bank".
observations
regarding the same.
A failure to observe the covenants under our financing arrangements or to obtain necessary consents/ waivers, constitute
defaults under the relevant financing agreements and will entitle the respective lenders to declare a default against us and
enforce remedies under the terms of the financing agreements, that include, among others, acceleration of amounts due under
such facilities, enforcement of any security interest created under the financing agreements and taking possession of the
assets given as security in respect of the financing agreements. If the obligations under any of our financing documents are
accelerated, we may have to dedicate a portion of our cash flow from operations to make payments under such financing
documents, thereby reducing the availability of cash for our working capital requirements and other general corporate
purposes. In addition, during any period in which we are in default, we may be unable to raise, or face difficulties raising,
further financing. A default by us under the terms of any financing agreement may also trigger a cross-default under some
of our other financing agreements, or any other agreements or instruments of our containing cross-default provisions, which
may individually or in aggregate, have an adverse effect on our operations, financial position and credit rating. For further
information on our borrowings, see “Financial Indebtedness” on page 393.
14. Some of our manufacturing facilities are located on industrial land allotted to us by industrial development corporations.
Failure to comply with the conditions of use of such land could result in an adverse impact on our business and financial
condition.
Certain manufacturing facilities of our Company are situated on industrial land allocated by industrial development
corporations, including State Industries Promotion Corporation of Tamil Nadu Limited (“SIPCOT”). We have entered into
lease agreements with SIPCOT, dated March 19, 2008, and March 28, 2012, for land located at Plot Number L-92, SIPCOT
Industrial Park, Chennai, India where we operate our Chennai Unit. These lease agreements impose specific obligations,
including obtaining prior consent from SIPCOT for certain actions, such as changes to the constitutional status or
management of our Company, which may arise as part of our business operations.
We have requested consent and a no-objection certificate (“NOC”) from SIPCOT via a letter dated December 23, 2024, and
as of the date of this Draft Red Herring Prospectus, we are awaiting their response. While we expect to receive the NOC
prior to the filing of the Red Herring Prospectus, we cannot provide any assurance to this effect. Non-compliance with these
conditions could result in penalties or adjustments to the cost of the leased land, as determined by the relevant authorities.
Furthermore, there is no certainty that we will be able to retain or renew these leases on the same or similar terms, or that
we will secure alternate locations for our manufacturing facilities and/or offices on terms favorable to us, or at all. Any such
developments could adversely affect our business operations and financial condition.
15. There have been certain instances of untraceable information for filings done by our Company. Consequently, we may
be subject to regulatory actions and penalties for any such non-compliance and our business, financial condition and
reputation may be adversely affected.
There have been certain instances of untraceable information for filings done by our Company in the past including Form 2
for certain allotments made by our Company on November 19, 1981, April 19, 1986, November 28, 1991 and May 15, 1992.
Information in relation to such share allotments has been disclosed in the section “Capital Structure”, on page 85 of this
We have been unable to trace these documents despite commissioning a detailed search at the Registrar of Companies
through an independent practicing company secretary, Pankaj Nigam & Associates, independent practicing company
secretaries who has issued certificate dated December 19, 2024 in this regard. We have also intimated the Registrar of
Companies by way of our letter dated December 19, 2024 regarding the missing corporate records.
We cannot assure you that the abovementioned corporate records will be available in the future. Although no regulatory
action / litigation is pending against us in relation to such untraceable secretarial and other corporate records and documents,
we cannot assure you that we will not be subject to penalties imposed by regulatory authorities in this respect. We have
included these details in this Draft Red Herring Prospectus by way of other corporate records, such as the relevant board
38
resolutions and the register of members, and corporate filings, of our Company. While our Company maintains appropriate
diligence to prevent such instances, there can be no assurances that we will be able to trace the relevant documents in the
future. While there has been no impact on our financial condition or any statutory or regulatory proceedings initiated in this
regard as of the date of this Draft Red Herring Prospectus, we cannot assure you that the relevant corporate records will
become available in the future or that regulatory proceedings or actions will not be initiated against us in the future, and that
we will not be subject to any penalty imposed by the competent regulatory authority in this respect.
16. If white goods companies that currently outsource component manufacturing in India decide to reduce or cease
outsourcing, our sales could be adversely affected, which in turn could result in an adverse impact on our business and
financial condition.
We manufacture consumer and commercial appliance components and other products for OEMs and other companies in
India. The Indian consumer and commercial appliances market is large, complex, and highly competitive, requires brands
to be involved in all activities along the value chain, most brands focus on marketing and after-sales services. The inclination
of OEM brands to outsource manufacturing of components instead of building their own infrastructure is the driving factor
for the growth of Indian consumer and commercial appliance components market.
We believe that we have benefited from this outsourcing trend in large part due to our flexibility and ability to reduce costs
in manufacturing these products and our ability to stand by our customers to meet their requirements in quantity and in
quality An OEM customer’s or other customer’s decision to outsource is affected by its ability and capacity for internal
manufacturing and the competitive advantages of outsourcing. There can be no assurance that the customers will continue
to outsource or increase the share of outsourcing. In addition, our customers may decide to backward integrate their
businesses, which could reduce their purchases of our products. For more information regarding our industry peers, see
“Industry Overview – Competitive Landscape” beginning on page 140.
If branded OEMs in the consumer and commercial appliance market, reduce or stop outsourcing the manufacturing of their
products or components, and decide to bring these operations in-house or if they switch to other suppliers, it could affect
our future growth and our business, results of operations and financial condition. This shift may result in reduced demand
for our products and services, negatively impacting our sales and operating results.
17. Under-utilization of our installed manufacturing capacities and an inability to effectively utilize our capacities could
have an adverse effect on our business, future prospects and future financial performance. Further, our inability to
accurately forecast demand for our products may have an adverse effect on our business, results of operations and
We manufacture our consumer appliance components and other products at our 10 manufacturing facilities. Our installed
capacity, actual production and utilization of our products is provided in “Our Business – Manufacturing - Capacity,
Production and Capacity Utilization” on page 226. Under-utilization of our existing manufacturing capacities and an
inability to effectively utilize such manufacturing capacities in the future could have an adverse effect on our business,
prospects and future financial performance.
We make significant decisions, including determining the levels of business that we will seek and accept, production
schedules, personnel requirements and other resource requirements, based on our estimates of customer orders for our
products. We adjust our production periodically to meet the anticipated demand of our customers or significantly reduce
production of certain products depending on potential orders. Changes in demand for our products could make it difficult to
schedule production and lead to a mismatch of production and capacity utilization. Any such mismatch leading to over or
under utilization of our manufacturing facilities could adversely affect our business, results of operations and financial
condition.
18. We are dependent on our in-house research and development and product development activities for our future success.
If we do not continuously innovate to improve our offerings in a timely and cost-effective manner, our business, results
of operations and financial condition may be adversely affected.
Our in-house design & developments and product development department focuses on product designing, die and mould
designing and prototype designing. The table below sets forth the strength of our in house design & developments department
as at the dates indicated:
Three months Three months

Particulars Fiscal 2022 Fiscal 2023 Fiscal 2024 period ended period ended
June 30, 2023 June 30, 2024
In-house design and
15 15 15 13 15
development
Our in-house design & developments department has the capabilities to verify and develop OEM designs received from
39
customers and convert such designs into deliverable component products by improving the designs, recommending suitable
raw materials and testing of trial products. Innovation and applied engineering continue to be the key determinant for our
success. The development and commercialisation of our products are complex, time-consuming, costly and involve a high
degree of business risk. We may encounter unexpected delays in the development of new products and these new products
may not perform as we expect.
The success of our products will depend on several factors, including our ability to engineer them to the high standards
requirement by regulators, certifying agencies and our customers, to properly anticipate customer needs; to obtain timely
regulatory approvals; to establish collaborations with suppliers and customers; to develop and manufacture our products in
a timely and cost-effective manner through our product development efforts; and to market and sell our products
successfully. In addition, the development and commercialisation of our products are characterised by significant upfront
costs, including costs associated with product development activities, obtaining regulatory approvals and certifications and
building manufacturing processes. If we do not successfully develop new products in a timely, cost-effective manner that is
attractive to our customers, our business, results of operations and financial condition may be adversely affected.
The components and products that we manufacture are subject to technological change. These changes may affect the
demand for our products. Our future performance will depend on the successful development, introduction and market
acceptance of new, improved and enhanced products and services that address technological changes as well as current and
potential customer requirements and changing market trends. New products based on new or improved technologies may
render existing products obsolete. In addition, a slowdown in demand for our existing products could result in a write-down
in the value of inventory on hand related to existing products and/or a charge for the impairment of long-lived assets related
to such products. If our customers defer or cancel orders for existing products and services in the expectation of changes in
the market, regulatory requirements or a new product release or if there is any delay in development or introduction of our
new products or enhancements of our products, our business, results of operations and financial condition would be adversely
affected.
As part of our strategy and to cater to the changing customer preferences and market trends, we have introduced various new
component product offerings in recent years. However, there is possibility that we may miss a market opportunity because
we failed to invest, or invested too late, or were unable to enter into an arrangement with a technology partner, in a technology
product or enhancement sought by our customers.
Changes in market demand or investment priorities may also cause us to discontinue existing or planned development for
new equipment, which can have an adverse effect on our relationships with customers. If we fail to make the right
investments or fail to make them at the right time or our failure to manage the introduction of new products and services in
line with our strategy and as per the changing customer preferences and market trends could have a material adverse effect
on our business, results of operations and financial condition.
For further information, also see “-If we do not continue to invest in new technologies and equipment, our existing
machines and equipment may become obsolete, leading to inefficiencies and increased production costs relative to our
competitors, which may have an adverse impact on our business, results of operations and financial condition.” on page
57.
19. We are subject to strict quality requirements, regular inspections and audits by our customers, and any failure to comply
with quality standards may lead to cancellation of existing and future orders and could negatively impact our business,
results of operations and financial condition.
We may be exposed to risks of products recalls and returns or where products are returned to be reworked. We develop,
manufacture and market a diverse range of consumer appliance components. Our products go through various quality checks
at various stages including random sampling check and quality check internally. Certain of our key customers have audited
our facilities and manufacturing processes in the past and may undertake similar audits periodically in the future. These
successful audits play a critical role in customer retention, and although we have not experienced any loss of customers due
to audits in the past, any issues that arise during these audits may lead to loss of the particular customer. Further, failure of
our products to meet prescribed quality standards may result in rejection and reworking of our products.
The table below sets forth our total returns and rejections and such returns and rejections as a percentage of revenue from
operations for the periods indicated:
Particulars % of revenue from % of revenue from
Returns and rejections 25.22 2.89% 45.95 3.53%
40
Particulars % of revenue % of revenue % of revenue
from operations from operation from operations
Returns and
14.24 1.01% 54.71 2.27% 190.19 5.22%
rejections
While we have put in place quality control procedures, we cannot assure that our products will always be able to satisfy our
prescribed quality standards. Our quality control procedures may fail to test for all possible conditions of use or identify all
defects in the manufacturing of our products. While we have not faced such challenges in past, any failure on our part to
successfully maintain quality standards for our products may affect our customer relationships, which may adversely affect
20. We may be exposed to potential product liability claims which could adversely affect our results of operation, goodwill
and the marketability of our products.
We may be exposed to potential product liability claims, and the severity and timing of such claims are unpredictable. While
we have not taken insurance to protect us from such claims, we have not been subject to product liability lawsuits in the
past, we face the risk of loss resulting from, and the adverse publicity associated with, product liability lawsuits, whether
such claims are valid. We may also be subject to claims resulting from manufacturing defects, contamination, adulteration,
product tampering or negligence in production, storage or handling which may lead to the deterioration of our products. We
have not been subject to such claims during the three months ended June 30, 2024 and during Fiscal 2024, Fiscal 2023 or
Fiscal 2022, product liability claims, regardless of their merits or the ultimate success of the defence against them, are
expensive. Even unsuccessful product liability claims would likely require us to incur substantial amounts on litigation and
require our management’s time and focus. Accordingly, such product liability claims, may adversely affect our results of
operation, goodwill and the marketability of our products.
21. The success of our business and operations are dependent upon certain quality accreditations which are valid for a
limited time period. An inability to renew such accreditations in a timely manner, or at all, may adversely affect our
business and prospects. In addition, third party certifying agencies like the Bureau of Indian Standards may change their
norms, standards and regulations from time to time, and we may need to make changes to our products or processes to
comply with any such changes
Our manufacturing facilities are ISO 9001:2015 (quality management system), ISO 14001: 2015 (environmental
management system), ISO 45001: 2007 (occupational health and safety) certified. We are also SA 8000 (2014) compliant
for workers’ rights and workplace conditions. These certifications are typically valid for a period of three years from the
date of decision with surveillance audits conducted once a year. In addition our products meet requirements of the Bureau
of Indian Standards (“BIS”), which make us a preferred manufacturing partner in India for our customers. Our products also
adhere to the environmental and safety standards of REACH SVHC (European Union) and are Restriction of Hazardous
Substances Directive (RoHS) compliant in the European Union.
Receipt of certifications and accreditations under the standards of quality is important for the success and wide acceptability
of our products and also required to be maintained under certain purchasing agreements with our customers for specific
products. If we fail to comply with the requirements for applicable quality standards, or if we are otherwise unable to obtain
or renew such quality accreditations in the future, in a timely manner, or at all, our business and prospects may be adversely
affected. In addition, third party certifying agencies like the BIS may change their norms, standards and regulations from
time to time, and we may need to make changes to our products or processes to comply with any such changes, which could
adversely affect our business, results of operations and financial condition.
22. We may be subject to industrial unrest and increased employee costs, which may adversely affect our business and results
of operations.
As of November 30, 2024, our workforce comprises of 580 permanent employees. Our employee benefits expense comprise
payments made to all the personnel on our payroll and engaged in our operations. The table below sets forth our employee
benefits expenses, including as a percentage of revenue from operations, for the periods indicated:
Particulars
Employee benefits
114.01 14.63% 179.21 15.73%
expenses
41
Particulars ₹ % of total ₹ % of total ₹ % of total
million expenses million expenses million expenses
Employee benefits
250.36 18.10% 348.66 15.22% 485.16 14.49%
expenses
Our manufacturing operations are significantly dependent on the cooperation and continued support of our workforce,
particularly our employees and personnel. Strikes or work stoppages by our workforce at our manufacturing facilities could
halt our production activities which could impact our ability to deliver customer orders in a timely manner or at all, which could
adversely affect the results of our operations and reputation. We do not have any registered labour unions at our manufacturing
facilities and there have been no disruptions to our manufacturing operations during the three months ended June 30, 2024 and
during Fiscal 2024, Fiscal 2023 or Fiscal 2022 on account of labour-related disputes including strikes, lockouts, or collective
bargaining arrangements. However, there can be no assurance that we will not experience work disruptions in the future due to
disputes or other problems with our workforce. Any such event, at our current facilities or at any new facilities that we may
commission in the future, may adversely affect our ability to operate our business and serve our customers, and impair our
relationships with certain key customers, which may adversely impact our business, results of operations and financial
condition.
23. We are dependent on contract labour and any disruption to the supply of such labour for our manufacturing facilities or
our inability to control the composition and cost of our contract labour could adversely affect our operations.
Our workforce includes personnel that we engage through independent contractors. The table below sets forth details of our
contract labourers as at the dates indicated:
As at March As at March As at March As at June As at June

31, 2022 31, 2023 31, 2024 30, 2023 30, 2024
Number of contract labourers 442 720 906 757 1,084
Although we do not engage these labourers directly, we may be held responsible for any wage payments to these labourers in
the event of default by our independent contractors. While the amount paid in such an event can be recovered from the
independent contractor, any significant requirement to fund the wage requirements of the engaged labourers or delay in
recovering such amounts from the contractors may have an adverse effect on our cash flows and results of operations. We incur
certain contract labour charges for engaging workforce through independent contractors.
We are also subject to the laws and regulations in India governing employees, including in relation to minimum wage and
maximum working hours, overtime, working conditions, hiring and termination of employees, contract labour and work
permits. These laws and regulations have, however, become increasingly stringent and it is possible that they will become
significantly more stringent in the future. For instance, the GoI has recently introduced (a) the Code on Wages, 2019; (b)
the Code on Social Security, 2020; (c) the Occupational Safety, Health and Working Conditions Code, 2020; and (d) the
Industrial Relations Code, 2020 which consolidate, subsume and replace numerous existing central labour legislations.
While the rules for implementation under these codes have not been notified, we are yet to determine the impact of all or
some such laws on our business and operations which may restrict our ability to grow our business in the future and increase
our expenses. Furthermore, any upward revision of wages that may be required by the state government to be paid to such
contract labourers would increase our costs and may adversely affect the business and results of our operations. For instance,
recently the Labour, Skill Development and Employment Department, Government of Gujarat, has pursuant to a notification
dated March 27, 2023 under the Minimum Wages act, 1948, increased the basic wage of workers by approximately 24% for
skilled, semi-skilled and unskilled labour under the Minimum Wages act, 1948. Any similar upward revisions could have an
adverse impact on our costs and profitability in the future.
If we are unable to obtain the services of skilled and unskilled workmen or at reasonable rates, it may adversely affect our
business and results of operations. In addition, our manufacturing process is dependent on a technology driven production
systems and any inability of the contract labourers to familiarize themselves with such technology could adversely affect
our business and results of operations.
24. We use third party transportation and logistics service providers for delivery of our products to our customers as well as
raw materials to our manufacturing facilities. Any delay in delivery of our products or raw materials or increase in the
charges of these entities could adversely affect our business, results of operations and financial condition. We also may
be exposed to the risk of theft, accidents and/or loss of our products in transit.
Our manufacturing operations are dependent on timely and cost-efficient transportation of raw materials to our facilities and of
the products we manufacture to our customers. We have strategically located our manufacturing facilities near our major
customers. We do not own any vehicles for the transportation of our products and instead use third party transportation and
logistics providers for delivery of our products. We also use third party transportation providers for the delivery of raw materials.
We do not have any contractual arrangements with any such third-party transportation and logistics providers, and they could
42
stop providing transportation at any time. Any disruption in services by such third-party transportation provider could impact
our manufacturing operations and delivery of our products to our customers. Further, transportation strikes could also have an
adverse effect on supplies and deliveries to and from our customers and suppliers. Although during the three months ended
June 30, 2024 and during Fiscal 2024, Fiscal 2023 or Fiscal 2022, we did not face any significant disruptions due to our use
of third party transportation and logistics service providers, any disruptions of logistics in the future could impair our ability to
deliver our products on time, which could materially and adversely affect our business, results of operations and financial
condition.
The following table sets forth our freight and cartage on sales charges and such charges as a percentage of total expenses in the
periods indicated.
Three months ended June 30, Three months ended June 30,
2023 2024
Particulars
₹ % of total ₹ % of total
million expenses million expenses
Freight (inward and outward) and handling
13.52 1.74% 25.69 2.26%
charges

Particulars ₹ % of total ₹ % of total ₹ % of total
million expenses million expenses million expenses
Freight (inward and outward)
23.32 1.69% 42.69 1.86% 57.97 1.73%
and handling charges
In addition, we pay for transportation costs in relation to the delivery of our certain of raw materials and other inputs to our
manufacturing facilities. We are subject to the risk of increases in freight costs. If we cannot fully offset any increases in freight
costs through increases in the prices for our products, we would experience lower margins.
Furthermore, we are exposed to the risk of theft, accidents and/or loss of our products in transit. While we believe we have
adequately insured ourselves against such risk, we cannot assure you that our insurance will be sufficient to cover the losses
arising due to such theft, accidents and/or loss of our products in transit. While there have been no instances of theft, accident
or loss not covered by insurance or transportation strikes during the three months ended June 30, 2024 and during Fiscal 2024,
Fiscal 2023 or Fiscal 2022, we cannot assure you that such incidents will not occur in future. Any such acts could result in
serious liability claims (for which we may not be adequately insured) which could adversely affect our business, results of
25. Certain sections of this Draft Red Herring Prospectus contain information from the F&S Report which we commissioned
and purchased and any reliance on such information for making an investment decision in the Offer is subject to inherent
risks.
Certain sections of this Draft Red Herring Prospectus include information based on, or derived from, the F&S Report
prepared by Frost & Sullivan, which is not related to our Company, Directors, Key Managerial Personnel or Senior
Management Personnel. We commissioned and paid for this report for the purpose of confirming our understanding of the
industry in connection with the Offer. All such information in this Draft Red Herring Prospectus indicates the F&S Report
as its source. Accordingly, any information in this Draft Red Herring Prospectus derived from, or based on, the F&S 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. Industry sources do not guarantee the accuracy, adequacy or
completeness of the data. Further, the F&S Report is not a recommendation to invest / disinvest in any company covered in
the F&S Report. Accordingly, prospective 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 Draft Red Herring Prospectus based on, or derived from, the F&S
Report. You should consult your own advisors and undertake an independent assessment of information in this Draft Red
Herring Prospectus based on, or derived from, the F&S Report before making any investment decision regarding the Offer.
See “Industry Overview” on page 140. For the disclaimers associated with the F&S Report, see “Certain Conventions,
Presentation of Financial, Industry and Market Data and Currency of Presentation – Industry and Market Data” on page
15.
26. We are dependent on third parties for the supply of utilities, such as electricity, water and fuel and any disruption in the
supply of such utilities could adversely affect our manufacturing operations
43
For our production of our products, we use power, water and fuel to run our machines, equipment and in the production
processes itself. Our power requirements are sourced through the local state power grid. We also consume a large amount of
water for our operations, which is sourced locally. We also procure fuel from local suppliers.
The table below sets forth our expenses for power, fuel and water for the periods indicated:
Three months ended June 30, Three months ended June 30,
Particulars 2023 2024
Power and fuel 56.97 7.31% 81.48 7.15%

Particulars % of total % of total % of total
expenses expenses expenses
Power and fuel 90.98 6.58% 151.70 6.62% 252.11 7.53%
Any interruption in the continuous supply of power, water and fuel in the future may negatively impact our manufacturing
processes, which may result in delays in delivery of our products or non-delivery, resulting in loss of revenue and damage to
our reputation or customer relationship. In case of unavailability of any supply from, any of our utility providers for any reason,
we are unable to assure you that we shall be able to source such utilities from alternate sources in a timely manner and at a
commercially reasonable cost, which could adversely affect our business, results of operations and financial condition.
Our utilities expenses have increased significantly in recent years due to increase in power prices and further increases in power
expenses may impact our margins if we are not able to pass these price increases to our customers.
27. We do not own our Registered and Corporate Office and land on which some of our manufacturing facilities are located.
A failure to renew our existing lease arrangements at commercially favourable terms or at all may have a material adverse
effect on our business, financial condition and results of operations.
Our Registered and Corporate office is located at 70, Okhla Industrial Estate, Phase III, New Delhi, 110020. Our registered and
corporate office are leased for 11 months commencing March 1, 2024. The table below sets forth the details of our lease
arrangements with respect to our properties under lease:
Location Primary Purpose Lease term

Plot No. E-180, Nagar Industrial Area, Phase-VII, Mohali,
Manufacturing facility Lease 99 years
Punjab
Lease of 29 years
188, 189/1,189/2, Tehsil Shirur, (Karegaon) District Pune Manufacturing facility commencing August 2,
2021
Lease of 90 years
E-119 and E-120, Industrial Area, Site 'B', Surajpur, commencing March 22,
Manufacturing facility
Gautam Budh Nagar, Greater Noida, Uttar Pradesh 2008 and December 26,
1996 respectively
Lease of 86 years
E-121, Industrial Area, Site 'B', Surajpur, Gautam Budh
Manufacturing facility commencing October 31,
Nagar, Greater Noida, Uttar Pradesh
2009
Lease of 90 years
Manufacturing facility commencing February 8,
2005
Lease of 90 years
Manufacturing facility commencing February 8,
2005
Plot No. 3B, Block Udyog Vihar, Sector Ecotech-II, Lease 5 years expiring
Greater Noida, Distt Gautam Budh Nagar, Uttar Pradesh October 31, 2028
Plot No. L-9/2, Sipcot Industrial Park, Chennai Manufacturing facility Lease 99 years
Shed Number 15B and 17B, Vikhroli, Maharashtra,
Vacant Perpetual
Mumbai
We cannot assure you that we will be able to renew our leases on commercially acceptable terms or at all. While we have
not failed to renew our lease arrangements for the material properties in the past three fiscal years, in the event that we are
unable to in the future, we may be required to vacate our current premises and make alternative arrangements for new offices
and manufacturing operations. We cannot assure that the new arrangements will be on commercially acceptable terms. If
44
we are required to relocate our business operations or shut down our manufacturing facilities during this period, we may
suffer a disruption in our operations or have to pay increased charges, which could have an adverse effect on our business,
financial condition, cash flows and results of operations. Furthermore, the deeds for our existing and future leased properties
may not be adequately stamped or such stamp duty may not be accepted as evidence in a court of law and we may be required
to pay penalties for inadequate stamp duty.
28. Pricing pressure from our customers may adversely affect our gross margin, profitability and ability to increase our
prices, which may in turn have a material adverse effect on our business, results of operations and financial condition.
We manufacture our products at our 10 manufacturing facilities and supply within India. Our customers, particularly OEMs,
generally pursue aggressive but systematic price reduction initiatives and objectives each year with their suppliers. We have in
the past experienced and may continue to experience pressure from our customers to reduce our prices, which may affect our
profit margins going forward.
In addition, as any price reduction is the result of negotiations and factors that may be beyond our control, we, like other
manufacturers, may be required to reduce operating costs and increase operating efficiencies to maintain profitability. As our
business is highly capital intensive, requiring us to maintain a large, fixed cost base, our profitability is dependent, in part, on
our ability to spread fixed costs over higher sales volume. However, we may not be able to spread such fixed costs effectively
as our customers generally negotiate for larger discounts in price as the volume of their orders increases. If we are unable to
offset customer price reductions in the future through improved operating efficiencies, new manufacturing processes, sourcing
alternatives and other cost reduction initiatives, our business, results of operations and financial condition may be materially
adversely affected.
29. Our financial performance may be adversely affected if we are not successful in forecasting customer demands,
managing our inventory levels.
We need to maintain sufficient inventory levels to meet customer expectations at all times. Inaccurate forecasting of demand
or inefficiencies in managing inventory levels could lead to overproduction or stockpiling of obsolete components, which could
result in increased storage costs or write-offs, negatively impacting profitability. Likewise, failure to have adequate inventory
in stock to fulfil customer orders could result in inability to meet customer demand or loss of customers, leading to possible
loss of future revenue.
While our inventory of raw materials has increased in the three months ended June 30, 2024 and in Fiscal 2024, Fiscal 2023
or Fiscal 2022, this increase is in line with the growth in sale of our products and our revenue from operations.
The table below sets forth our inventory, average inventory and inventory turnover ratio as at, or for the periods, indicated:
As at March As at March As at March As at June 30, As at June 30,

Particulars
31, 2022 31, 2023 31, 2024 2023* 2024*
Inventories (₹ million) 294.16 428.06 634.63 489.85 802.54
Average inventory (₹
220.65 361.11 531.35 458.96 718.59
million)
Inventory turnover ratio 6.42 6.66 6.86 1.90 1.81
*Not annualised
If we are unable to accurately predict sourcing levels or customer trends or if our expectations about customer demands and
needs are inaccurate, we may have to take unanticipated markdowns or impairment charges to dispose of the excess or obsolete
inventory, which can adversely affect our business, results of operations and financial condition. Furthermore, we may be
required to maintain high inventory levels if we anticipate increases in customer demand for our products, which in turn would
require a significant amount of working capital. Our inability to finance our working capital needs, or secure other financing
when needed, on acceptable commercial terms or at all, could adversely affect our business, results of operations and financial
condition.
30. We have substantial capital expenditure and working capital requirements and may require additional financing to meet
those requirements, which could have an adverse effect on our results of operations and financial condition.
Our business is capital intensive as we require adequate capital to operate and expand our manufacturing. Our historical capital
expenditure has been and is expected to be primarily used towards development, enhancement and expansion of production
capacities. Historically, we have funded our capital expenditure requirements through a combination of internal accruals and
external borrowings.
The table below sets forth our capital expenditure for the periods indicated:
45
Fiscal 2022 Fiscal 2023 Fiscal 2024 period ended period ended
June 30, 2023 June 30, 2024
Capital
% of % of % of % of % of
expenditure
₹ gross ₹ gross ₹ gross ₹ gross ₹ gross
million fixed million fixed million fixed million fixed million fixed
assets assets assets assets assets
Total Capital 101.39 18.87% 487.31 61.36% 413.77 35.65% 28.19 2.71% 88.97 6.74%
Expenditure
As part of our strategy, we intend to expand our business in India. There can be no assurance that our expansion plans will be
implemented as planned or on schedule, or that we will achieve our increased planned output capacity or operational efficiency.
Although we have not experienced time or cost overruns in the past, if in the future we experience significant delays or mishaps
in the implementation of the expansion plans or if there are significant cost overruns, then the overall benefit of such plans to
our revenues and profitability may decline. To the extent that the planned expansion does not produce anticipated or desired
output, revenue or cost-reduction outcomes, our business, results of operations and financial condition would be adversely
affected.
Furthermore, we require a significant amount of working capital to maintain optimum inventory levels of raw materials, work-
in-progress and finished goods as well as to offer credit to our customers and fulfil our payment obligations towards our
suppliers.
The table below sets forth our working capital as at the dates indicated.
(in ₹ millions)
June 30, 2023 June 30, 2024
Working capital (1) 58.93 16.49 76.34 100.21 169.98
Working capital
18 6 5 7 9
days (2)
(1) Working capital has been calculated as current assets less current liabilities.
(2) Working capital days is computed
Our working capital requirements may increase if payment terms in our agreements lead to reduced advance payments from
our customers or longer payment schedules, and we may need to raise additional capital from time to time to meet these
requirements. While we do not anticipate seeking additional working capital financing in the immediate future, an inability to
do so on terms acceptable to us could adversely affect our business, results of operations and financial condition.
Our sources of additional financing, where required to meet our capital expenditure plans or working capital requirements, may
include the incurrence of debt or the issue of equity or debt securities or a combination of both. If we decide to raise additional
funds through the incurrence of debt, our interest and debt repayment obligations will increase, and could have a significant
effect on our profitability and cash flows and we may be subject to additional covenants, which could limit our ability to access
cash flows from operations. Any issuance of equity upon conversion of debt, on the other hand, would result in a dilution of
your shareholding. For details in relation to the terms of our existing financing arrangements, see “Financial Indebtedness” on
page 393.
31. Our inability to collect receivables in time or at all and default in payment from our customers could result in the
reduction of our profits and affect our cash flows.
orders. Prices are negotiated with customers on a quarterly, 6 months or yearly basis. We sell our products domestically on a
cost, insurance and freight basis, on a consignee basis and on a door delivery or delivery duty paid basis and in case of export
either freight on board or cost, insurance and freight basis. There have been delays in payments by some of our customers in
the past. However, as the said receivables are expected to be realised in the normal course of business, these have not been
considered as impaired. All our sales are to customers on an open credit basis, with standard payment period of generally
between 30 to 90 days. While we generally monitor the ability of our customers to pay these open credit arrangements and limit
the credit, we extend to what we believe is reasonable based on an evaluation of each customer’s financial condition and
payment history, we may still experience losses because of a customer’s inability to pay. As a result, we maintain what we
believe to be a reasonable allowance for doubtful receivables for potential credit losses based upon our historical trends and
other available information, there is a risk that our estimates may not be accurate, and we cannot assure you that we will not
experience such delays in payment or default by our customers in the future.
The table below sets forth our trade receivables and receivable turnover days in the periods indicated as well as bad debts
written off and disputed trade receivables – which have significant increase in credit risk:
46
For the three For the three
month period month period
ended June 30, ended June 30,
2023 2024
Particulars
Receiv Receiv Receiv Receiv Receiv
₹ able ₹ able ₹ able ₹ able ₹ able
million turnov million turnov million turnov million turnov million turnov
er days er days er days er days er days
Trade
255.58 61 398.59 50 655.10 53 397.74 42 714.04 48
receivables
Bad debts
- 5.22 0.11 - - 0.04 -
written off
Disputed trade
receivables –
which have
5.18 - - - - - -
significant
increase in
credit risk
Any increase in our receivable turnover days in the future will negatively affect our business, results of operations and financial
condition. If we are unable to collect customer receivables or if the provisions for doubtful receivables are inadequate, it could
have a material adverse effect on our business, results of operations and financial condition. Macroeconomic conditions could
also result in financial difficulties, including insolvency or bankruptcy, for our major customers, and as a result could cause
customers to delay payments to us, request modifications to their payment arrangements, that could increase our receivables or
affect our working capital requirements, or default on their payment obligations to us. An increase in bad debts or in defaults
by our customers, may compel us to utilize greater amounts of our operating working capital and result in increased interest
costs, thereby adversely affecting our business, results of operations and financial condition.
32. We could incur losses under our purchase orders with our customers or be subjected to disputes or contractual penalties
as a result of delays in delivery or failures to meet contract specifications or delivery schedules which may have a material
adverse effect on our business, results of operations and financial condition.
We could incur losses under our purchase orders or be subjected to disputes or contractual penalties as a result of delays in
delivery or failures to meet specifications or delivery schedules. In the past three Fiscal, there have been no instances of time
overruns, due to which we have been required to re-negotiate some of the terms, such as date of delivery of our purchase orders
due to a delay in delivery (owing to a combination of internal as well as external factors beyond our control). There can be no
assurance that our customers in the future will not rescind their purchase orders with us if there is a delay in delivery beyond
the time stipulated in the purchase order. This may have an impact on our reputation, which could have a material adverse effect
on our business, results of operations and financial condition. Further, payment of damages and renegotiation of terms of
purchase orders could also have an adverse impact on our business, results of operations and financial condition. In addition,
certain of our customer purchase orders, enable our customers to set off payments for goods delivered against previous
outstanding balances. Any such instances may also impact our cash flows and have an adverse impact on our business, results
33. We have incurred indebtedness, and an inability to comply with repayment and other covenants in our financing
agreements could adversely affect our business and financial condition.
As at June 30, 2024, we had aggregate outstanding borrowings (including current maturities of long-term borrowings) of
₹1,291.26 million. The table below sets forth certain information on our total borrowings, debt to equity ratio, finance cost and
debt service coverage ratio as at the dates indicated:
As at March As at March As at March As at June As at June

Particulars
31, 2022 31, 2023 31, 2024 30, 2023 30, 2024
Total Borrowings (1) (₹ million) 448.16 825.03 1191.48 942.08 1291.26
Debt to equity ratio (2) 0.83 1.17 1.28 1.21 1.22
Finance Costs (₹ million) 36.42 58.04 113.57 23.83 37.22
Debt service coverage ratio (3) 2.64 2.97 2.74 3.53 4.12
(1)
Total borrowing is calculated as the sum of current and non-current borrowings excluding lease liabilities.
(2)
Debt-Equity Ratio is calculated as Total Debt divided by total equity. Total Debt is calculated as the sum of (i) non-current borrowings
and (ii) current borrowings (including the current maturities of non-current borrowings excluding lease liabilities).
(3)
Debt service coverage ratio is calculated as EBITDA divided by total of interest and principal payments.
As of June 30, 2024, we had total secured borrowings (current and non-current borrowings) of ₹ 1,291.26 million. These
47
borrowings are secured, inter alia, through a charge by way of hypothecation on our entire current assets, and, in case of our
term loans, on fixed assets that includes land and building on which our manufacturing facilities are located in favour of lenders.
For further details, see “Financial Indebtedness” on page 393, “Restated Financial Information – Note –19 Non-Current
Borrowings” and “Restated Financial Information – Note 23 – Current Borrowings”. As some of these secured assets pertain
to our manufacturing facilities, our rights in respect of transferring or disposing of these assets are restricted. In the event we
fail to service our debt obligations, the lenders have the right to enforce the security in respect of our secured borrowings and
dispose of our assets to recover the amounts due from us which in turn may compel us to shut down our manufacturing facilities
would adversely affect our business, results operations and financial condition.
Furthermore, our loan agreements with our lenders also contain certain negative covenants, including but not limited to,
effecting any change in ownership, control, constitution and operating structure, capital structure or shareholding pattern and/or
management of our Company, any amendment in the constitutional documents, and restrictions on fund raising. Any failure on
our part to comply with these terms in our financing agreements including the security agreements would generally result in
events of default under these financing agreements. In such a case, the lenders under each of these respective loan agreements
may, at their discretion, accelerate payment and declare the entire outstanding amounts under these loans due and payable, and
in certain instances, enforce their security which has been constituted.
34. Our contingent liabilities could materially and adversely affect our business, results of operations and financial
condition.
Our Restated Financial Information disclosed the following contingent liabilities as per Ind AS 37 – Provisions, Contingent
Liabilities and Contingent Assets for the periods indicated.
(in ₹ millions)
Particulars As at June 30, 2024 (₹ in million)
For further information, see “Restated Financial Information – Note 40.2 – Contingent Liabilities and Commitments”.
Most of the liabilities have been incurred in the normal course of business. If these contingent liabilities were to fully materialize
or materialize at a level higher than we expect, it may materially and adversely impact our business, results of operations and
35. We may not have sufficient insurance coverage to cover our economic losses as well as certain other risks, not covered
in our insurance policies, which could adversely affect business, results of operations and financial condition.
Our operations are subject to various risks inherent to the consumer appliance component industry and to the sale and
maintaining inventory of products, as well as other risks, such as theft, robbery or acts of terrorism and other force majeure
events. We maintain insurance coverage for anticipated risks which are standard for our type of business and operations.
The table below sets forth particulars of our insurance coverage as at the dates indicated.
As at March As at March 31, As at June 30, As at June

Particulars As at March 31, 2024
31, 2022 2023 2023 30, 2024
Insured Assets (₹ million)* 698.67 730.74 1,609.83 734.11 1,847.83
% insurance coverage as of 101.46% 100.00% 108.68% 100.23% 108.67%
* Sum of property, plant and equipment (net block), capital work in progress, investment property intangibles (net block), inventories and
cash on hand.
Our insurance policies cover our manufacturing facilities and corporate office from losses in the case of natural calamities and
fire. There are many events that could significantly impact our operations, or expose us to third-party liabilities, for which we
may not be adequately insured. There can be no assurance that any claim under the insurance policies maintained by us will be
honoured fully, in part, or on time. To the extent that we suffer any loss or damage that is not covered by insurance or exceeds
our insurance coverage, our business, results of operations and financial condition could be adversely affected. For further
details of insurance, see “Our Business” on page 205.
We have not taken insurance to protect against all risk and liabilities. For example, we do not take insurance for potential
product liability claims and we do not have key man insurance for our management team (although we do have key man
insurance for our Promoter).
Further, our insurance coverage expires from time to time. We apply for the renewal of our insurance coverage in the normal
course of our business. While none of our insurance policies are due for renewal as of the date of this DRHP, we cannot assure
you that such renewals in the future (on expiry) will be granted in a timely manner, at acceptable cost or at all.
48
36. Exchange rate fluctuations may adversely affect our results of operations as a portion of our expenditures are
denominated in foreign currencies.
Our Company’s financial statements are prepared in Indian Rupees. However, a portion of our raw materials expenditures
are denominated in foreign currencies, primarily U.S. Dollars. Accordingly, we have currency exposures relating to buying
and selling in currencies other than in Indian Rupees, particularly the U.S. Dollar. In addition, some of our capital
expenditures, and particularly those for equipment imported from international suppliers are denominated in foreign
currencies, primarily U.S dollars. We expect our future capital expenditures in connection with our proposed expansion
plans may include expenditures in foreign currencies for imported equipment and machinery. Further, we aim to develop an
export business for our products, which may increase our exposure to foreign currency exchange rate fluctuation as our
revenues in foreign currencies increase.
A significant fluctuation in the Indian rupee to U.S. dollar or other foreign currency exchange rates could materially and
adversely affect our business, results of operations, financial condition and cash flows. The exchange rate between the Indian
rupee and these currencies, primarily the U.S. dollar, has fluctuated in the past and any appreciation or depreciation of the
Indian rupee against these currencies can impact our profitability and results of operations. Our results of operations have
been impacted by such fluctuations in the past and may be impacted by such fluctuations in the future. For example, the
Indian rupee had depreciated against the U.S. dollar in four of the last five years, which may impact our foreign currency
expenditures. We have had gains and losses due to these fluctuations in foreign currency.
We do not hedge against exchange rate movements; therefore, changes in the relevant exchange rates could also affect
operating results reported in Indian Rupees as part of our financial statements. We are affected primarily by fluctuations in
exchange rates among the U.S. dollar and the Indian Rupee, and our results of operations may be adversely affected by
fluctuations in the value of the Indian Rupee against the U.S. Dollar or other foreign currencies. Additionally, we have
earned gains due to these fluctuations in foreign currency.
The table set forth below provides our foreign currency gains for the periods indicated:
(In ₹ millions)
Fiscal Fiscal Fiscal Three months period ended Three months period ended
Particulars
2022 2023 2024 June 30, 2023 June 30, 2024
Foreign currency 0.90 2.86 3.35 1.44 0.16
gains
These foreign currency gains were related to instances where the market exchange rate at the time of transaction was in our
favour. We, however, run the risk from time to time that the market exchange rate may be less favourable to us which may
result in foreign currency losses. For further information on our exchange rate risk management, see “Management’s
Discussion and Analysis of Financial Position and Results of Operations – Principal Factors Affecting our Results of
Operations – Foreign Exchange Rate Risk” on page 386.
37. We have experienced negative cash flows in the last three fiscal years.
We have experienced negative cash flows in the recent past. Our cash flows for the three months ended June 30, 2024, Fiscal
2024, Fiscal 2023 and Fiscal 2022 are set forth in the table below. The following table sets forth our cash flows for the
periods indicated:
(in ₹ million)
June 30, 2023 June 30, 2024
Net cash generated from (36.90) (14.71) 200.83 9.93 83.66
Operating Activities
Net cash (used in) Investing (76.85) (340.73) (451.68) (99.16) (143.87)
Activities
Net cash generated from/ (used 112.92 356.85 248.50 94.15 59.93
in) Financing Activities
Net increase / (decrease) in (0.83) 1.41 (2.35) 4.92 (0.28)
Cash and Cash Equivalents
Any negative cash flows in the future could adversely affect our results of operations and financial condition. For further
details, see “Management’s Discussion and Analysis of our Financial Condition and Results of Operations – Cash Flows”
on page 383.
38. Our operations are sensitive to seasonal changes and our quarterly results of operations may not be comparable quarter
to quarter.
49
Our operations are seasonal as the demand for end-user demand for refrigerators increase in summer months and end-use
demand for refrigerators, washing machines and microwaves increase during the Diwali holiday season. Accordingly, we
receive an increase in orders from our OEM customers to respond to this seasonal demand and our quarterly results of
operations may not be comparable quarter to quarter. We expect to continue to experience seasonal trends in our business,
making results of operations variable from quarter to quarter. This variability can make it difficult to predict sales and can
result in fluctuations in our revenue or profitability between periods. Any slowdown in demand for our products during peak
seasons or failure by us, to r to develop sufficient fulfilment and delivery capacity to meet customer demand during periods
of seasonal or peak demand, could adversely affect customer experience and our results of operations. Further, lower than
expected sales during certain periods or more pronounced seasonal variations in sales in the future could have a
disproportionate impact on our operating results for any Fiscal or could strain our resources and impair our cash flows.
During period of high order volume, we may also experience an increase in our fulfilment and logistics costs due to split-
shipments, air-shipments, changes to our fulfilment and logistics network, and other arrangements necessary to ensure timely
delivery. In addition, during times of increased seasonal or peak demand, it is possible that too many customers may attempt
to access our mobile applications or websites within a short period of time, which may cause us to experience system
interruptions that result in our mobile applications or websites temporarily being unavailable or prevent us from efficiently
fulfilling orders. In addition, we may be unable to adequately staff our fulfilment and delivery network, or may be unable to
avail of adequate third party delivery service providers during these peak periods, which may impact our ability to satisfy
seasonal or peak demand.
39. There are outstanding legal proceedings against our Company, our Promoters, and some of our Directors. Any adverse
decision in such proceedings may render us/them liable to liabilities/penalties and may adversely affect our business,
results of operations and financial condition.
Certain legal proceedings involving our Company, Promoters, and some of our Directors are pending at different levels of
adjudication before various courts, tribunals and authorities. In the event of adverse rulings in these proceedings or
consequent levy of penalties, we may need to make payments or make provisions for future payments, and which may
increase expenses and current or contingent liabilities.
A summary of outstanding litigation proceedings involving our Company, Promoters, and Directors, as disclosed in
“Outstanding Litigation and Material Developments” on page 395 in terms of the SEBI ICDR Regulations as at the date of
this Draft Red Herring Prospectus is provided below.
(in ₹ million, unless otherwise specified)

Disciplinary
actions by the Aggregate
Statutory or
Criminal Tax SEBI or Stock Material civil amount
Name of the Entity regulatory
proceedings proceedings Exchanges litigations involved (₹ in
proceeding
against our million)*
Promoter
Company
By our Company NIL NIL 1 NIL NIL NIL
Against our 1 1 NIL NIL NIL 0.03
Company
Directors (other than Promoters)
By our Directors NIL NIL NIL NIL NIL NIL
Against our NIL NIL NIL NIL NIL NIL
Directors
Promoters
By our Promoters NIL NIL NIL NIL NIL NIL
Against our 1 NIL NIL NIL NIL NIL
Promoters
* To the extent quantifiable
For further information, see “Outstanding Litigation and Material Developments” on page 395.
We cannot assure you that any of the outstanding litigation matters will be settled in our favour, or that no (additional)
liability will arise out of these proceedings. We are in the process of litigating these matters. Further, such proceedings could
divert management time and attention and consume financial resources in their defence. In addition to the foregoing, we
could also be adversely affected by complaints, claims or legal actions brought by persons, before various forums such as
courts, tribunals, consumer forums or sector-specific or other regulatory authorities in the ordinary course or otherwise, in
relation to our products, our technology, our branding or our policies or any other acts/omissions. Further, we may be subject
to legal action by our employees and/or ex-employees in relation to alleged grievances such as termination of their
employment with us. There can be no assurance that such complaints or claims will not result in investigations, enquiries or
legal actions by any courts, tribunals or regulatory authorities against us.
50
40. We are required to make payments of statutory dues, and any future failure or delay in making these payments may
attract penalties and in turn have an adverse impact on our business, results of operations and financial condition.
We are required to make certain payments to various statutory authorities from time to time, including but not limited to
payments pertaining to employee provident fund, employee state insurance, income tax and excise duty. The table below
sets forth the details of the statutory dues paid by our Company in relation to our employees for the periods indicated below:

Nature of payment Fiscal 2022 Fiscal 2023 Fiscal 2024 period ended period ended
June 30, 2023 June 30, 2024
Provident Fund (₹ million) 19.17 19.36 19.73 5.02 6.52
Number of employees for whom
429 449 490 415 579
provident fund has been paid
ESIC (₹ million) 1.27 1.18 1.16 0.27 0.37
Number of employees for whom ESIC
212 180 156 131 213
has been paid
Tax Deducted at Source on salaries
5.03 5.41 6.22 1.38 4.62
(“TDS”) (₹ million)
While there have been no instances of failure to pay or delays in paying statutory dues in the three months ended June 30,
2024 and in Fiscal 2024, Fiscal 2023 or Fiscal 2022, we cannot assure you to that we will be able to pay our statutory dues
timely, or at all, in the future. Any failure or delay in payment of such statutory dues may expose us to statutory and
regulatory action, as well as significant penalties, and may adversely impact our business, results of operations and financial
condition.
41. Our funding requirements and proposed deployment of the Net Proceeds towards repayment and/ or prepayment of all
or certain portion of outstanding borrowing are based on management estimates and have not been independently
appraised by any bank or financial institution. Variations in the utilization of the Net Proceeds would be subject to certain
compliance requirements, and our inability to comply with such requirements may cause an adverse impact on our
business and operations.
We propose to utilise ₹ 1,190.00 million of our Net Proceeds for the repayment and/ or prepayment of all or certain portion
of outstanding borrowing (including accrued interest) availed by our Company and for the general corporate purposes. For
further details, see “Objects of the Offer – Details of the Objects of the Net Proceeds -Repayment/ prepayment, in full or in
part of certain outstanding borrowings availed by our Company” on page 104. The funding requirements and deployment
of the Net Proceeds mentioned as a part of the objects of the Offer towards repayment and/ or prepayment of all or certain
portion of outstanding borrowing are based on internal management estimates and have not been appraised by any bank or
financial institution or other independent agency. Furthermore, the deployment of the Net Proceeds is at the discretion of
our management, in accordance with applicable laws.
In accordance with Section 13(8) and Section 27 of the Companies Act, we cannot change the utilization of the Net Proceeds,
or the terms of any contract as disclosed in this Draft Red Herring Prospectus without obtaining the Shareholders’ approval
through a special resolution. We may not be able to obtain the Shareholders’ approval in a timely manner, or at all, in the
event we need to make such changes. In light of these factors, we may not be able to undertake variation of object of the
Offer to use any unutilized proceeds of the Offer, if any, or vary the terms of any contract referred to in this Draft Red
Herring Prospectus, even if such variation is in our interest. This may restrict our ability to respond to any change in our
business or financial condition by re-deploying the unutilized portion of the Net Proceeds, if any, or varying the terms of
any contract, which may adversely affect our business, results of operations and cash flows.
Further, we propose to repay certain loans obtained from State Bank of India from the Net Proceeds as disclosed in “Objects
of the Offer” on page 102. State Bank of India, which is an affiliate of one of the Book Running Lead Managers to the Offer,
SBI Capital Markets Limited, is not an associate of the Company in terms of the Securities and Exchange Board of India
(Merchant Bankers) Regulations, 1992. Loans and facilities sanctioned to our Company by State Bank of India are part of
their normal commercial lending activity and we do not believe that there is any conflict of interest under the SEBI (Merchant
Bankers) Regulations, 1992, as amended, or any other applicable SEBI rules or regulations. For details, see “Objects of the
Offer” on page 102.
42. Our Promoter Selling Shareholders have provided personal guarantees for certain loan facilities obtained by our
Company. Any failure or default by our Company to repay such facilities in accordance with their terms could trigger
repayment obligations which may adversely affect our Promoters and our business and operations.
Our Promoter Selling Shareholders have provided personal guarantee towards loan facilities taken by our Company. For
further information, see “History and Certain Corporate Matters - Details of guarantees given to third parties by the
Promoter Selling Shareholders” on page 242. Any default or failure by our Company to repay these loans in a timely manner,
or at all, could trigger repayment obligations of our individual Promoters. Such repayment obligations could impact our
51
Promoters ability to effectively service their obligations, thereby affecting our business, results of operations and financial
condition.
43. Non-compliance with and changes in, safety, health, environmental laws and other applicable regulations in India, may
We are subject to laws and government regulations in India, including in relation to safety, health and environmental
protection. For details, see section titled “Key Regulations and Policies in India” on page 235. These laws and regulations
impose controls on air and water discharge, noise levels, storage handling, processing, transport or disposal of hazardous
substances including employee exposure to hazardous substances and other aspects of our manufacturing operations. In
addition, our products, including the process of manufacture, storage and distribution of such products, are subject to
numerous laws and regulations in relation to quality, safety and health. Further, laws and regulations may limit the amount
of hazardous and pollutant discharge that our manufacturing may release into the air and water.
Our operations, particularly at our manufacturing facilities, are subject to stringent scrutiny, inspection and audit from third
party environmental agencies, including governmental authorities to ensure our compliance with applicable laws and
regulations or the relevant regulatory bodies may require us to shut down our manufacturing plants for purported violations
of safety, health, environmental laws, which in turn could lead to product shortages that delay or prevent us from fulfilling
our obligations to customers.
The discharge of materials that are chemical in nature or of other hazardous substances into the air, soil or water beyond the
limits required by applicable law or regulation may cause us to be liable to regulatory bodies or third parties. Any such legal
proceedings in the future could adversely affect our business, results of operations and financial condition.
Furthermore, if the authorities deem that our responses do not sufficiently address the concerns raised in these notices, there
is also a possibility that the environmental authorities may cancel, suspend or withdraw the approvals, permits or consents
granted to us or may order the closure of the manufacturing unit until the concerns are sufficiently addressed or remedied.
If such environmental notices result in litigation, fines or the cancellation of our licenses, it could adversely affect our
We are required to obtain permits from governmental authorities for certain aspects of our operations. These laws,
regulations and permits often require us to purchase and install pollution control equipment or to make operational changes
to limit impacts or potential impacts on the environment and/or health of our employees.
During the three months ended June 30, 2024 and during Fiscal 2024, Fiscal 2023 or Fiscal 2022, we have not delayed in
making any regulatory filings under applicable law beyond prescribed timelines that resulted in a non-compliance.
44. Lapses in maintaining high health and safety standards in our operations could lead to accidents, regulatory actions,
reputational harm, and financial losses, all of which could adversely affect our business, results of operations and
Our manufacturing processes involve handling hazardous materials such as PVC resin, barium, and strontium carbonate,
which are essential to our production but pose significant health and safety risks. For instance, PVC resin can emit harmful
fumes when heated, while improper handling or exposure to chemicals like barium and strontium carbonate can lead to
serious health hazards for employees, including chemical burns, respiratory issues, or other occupational illnesses.
Failure to strictly follow safety protocols for handling, storing, and disposing of these materials can result in incidents such
as chemical spills, fires, or accidents. These events not only endanger employee safety but could also lead to operational
shutdowns, as authorities may halt production until safety issues are fully addressed. This can cause significant delays,
disrupting supply chains and affecting our ability to meet client demands.
Additionally, we are subject to stringent domestic safety regulations. Non-compliance with these standards could expose
the company to penalties such as fines, forced closures, and legal liabilities, which could have a material adverse impact on
our financial performance.
Beyond the immediate health risks, repeated safety incidents could harm the company’s reputation. Customers may lose
confidence in our ability to deliver safe, reliable products, leading to the potential loss of key clients. Furthermore, the
company’s ability to attract and retain skilled employees may be compromised, as a poor safety record may deter talent from
joining or staying with the organization.
Although we have not had any serious accidents or incidents of non-compliance with safety regulations in the three months
period ended June 30, 2024 and in Fiscal 2024, Fiscal 2023 and Fiscal 2022, we make continuous investments to mitigate
safety risks including investments in ventilation systems to handle fumes and dust, safety training, protective equipment,
and regular safety audits.
52
45. We have three registered trademarks and have filed a trademark application for our corporate logo. We also rely on a
combination of trade secret and contractual restrictions to protect our intellectual property. If we are unable to protect
our intellectual property rights, our business, results of operations and financial condition may be adversely affected.
As of the date of this Draft Red Herring Prospectus, we have three registered trademarks in India, which are valid up to
April 10, 2035 and renewal for a further 10 years is in process. We do not own any patents. We may not be able to protect
our intellectual property rights, including our trademark after receipt of approval from the Trademark Registry, against third-
party infringement and unauthorised use of our intellectual property, including by our competitors. Any failure to protect
our intellectual property rights may adversely affect our business, results of operations and financial condition. Further, a
failure to obtain or maintain these registrations may adversely affect our competitive business position. This may in turn
affect our brand value, and consequently, our business.
Although no such proceedings have been initiated during the three months ended June 30, 2024 and during Fiscal 2024,
Fiscal 2023 or Fiscal 2022, we may need to litigate to protect our intellectual property or to defend against third party
infringement. Any such litigation could be time consuming and costly and the outcome cannot be guaranteed. We may not
be able to detect any unauthorised use or take appropriate and timely steps to enforce or protect our intellectual property.
Any inability to use or protect our intellectual property could affect our relationships with our customers, which could
materially and adversely affect our brand, business, results of operations and financial condition.
46. Failure to protect trade secrets, processes and technologies, could lead to loss of market share, legal challenges, and
long-term erosion of the company’s competitive position and profitability.
Our future success is heavily reliant on our ability to protect our intellectual property (IP), which includes proprietary
manufacturing processes, technologies, product designs, and innovations. These elements are critical to maintaining a
competitive edge in the market. While our agreements with our employees and consultants who develop our intellectual
property including our proprietary products, technology, systems and processes on our behalf include confidentiality
provisions and provisions on ownership of intellectual property developed during employment or specific assignments, as
applicable, these agreements may not effectively prevent unauthorized use or disclosure of our confidential information, our
intellectual property including our proprietary products, technology, systems and processes and may not provide an adequate
remedy in the event of unauthorized use or disclosure of our confidential information or infringement of our intellectual
property. Despite our efforts to protect our proprietary rights, unauthorized parties may copy aspects of our proprietary
products, technology, systems and processes and use information that we consider proprietary. In addition, unauthorized
parties may also attempt, or successfully endeavour, to obtain our intellectual property, confidential information, and trade
secrets through various methods, including through cybersecurity attacks, and legal or other methods of protecting this data
may be inadequate. In addition, our trade secrets may become known or independently developed by our competitors, and
in such cases, we may no longer enjoy the exclusive use of some of our formulations or maintain the confidentiality of
information relating to our products.
47. We require various licenses and approvals for undertaking our businesses and the failure to obtain or retain such licenses
or approvals in a timely manner, or at all, may adversely affect our business, results of operations and financial condition.
Our business operations are subject to various laws, the compliance of which is supervised by multiple regulatory authorities
and government bodies in India. In order to conduct our business, we are required to obtain multiple licenses, approvals,
permits and consents. For further information, see “Government and Other Approvals” on page 399. Additionally, our
government approvals and licenses are subject to numerous conditions, some of which are onerous including making an
application for amending the existing approval. If we are unable to comply with any or all of their applicable terms and
conditions or seek waivers or extensions of time for complying with such terms and conditions, our operations may be
interrupted and penalties may be imposed on us by the relevant authorities. Further, a majority of these approvals and
licenses are subject to ongoing inspection and compliance requirements and are valid only for a fixed period of time subject
to renewals. Although no proceedings have been initiated against us where a license or approval was not renewed during
the three months ended June 30, 2024 and during Fiscal 2024, Fiscal 2023 or Fiscal 2022, we may need to apply for more
approvals in the future including renewal of approvals that may expire from time to time. If we fail to renew, obtain or retain
any of such approvals, in a timely manner, or at all, our business, results of operations and financial condition may be
adversely affected.
48. We have in the past entered into related party transactions and may continue to do so in the future.
The table below sets forth the total amount of our related party transactions in the ordinary course of business for the periods
indicated:
Transactions during the year

(₹ in millions)
53
ended ended ended
June 30, 2024 June 30, 2023
2024 2023 2022
Bina Jain - 19.00 47.94 - -
Bina Jain 8.40 19.11 38.05 4.17 5.72
Bina Jain 0.72 0.06 2.20 2.50 2.85
Ajay Industrial Polymars Private Limited 0.19 0.17 0.69 0.66 0.61
j.
expenses
k.
income
m. Sale of Goods
Ajay Industrial Polymars Private Limited 3.07 - 15.23 - -
Consultancy fee paid to relatives of
n.
KMP
Anuradha Jain - - - 1.00 0.60
Kanupriya Jain - - - 1.00 0.60
Refer note 17 and 22 to Restated financial
information
Bina Jain 0.76 0.76 3.04 3.04 3.04
Rajeev Jain 0.76 0.76 3.04 3.04 3.04
Nitin Jain 0.76 0.76 3.04 3.04 3.04
Avanish Singh Visen 7.05 - - - -
Rakesh Kumar 2.89 1.41 6.69 5.65 4.85
Rajeev Jain 0.07 0.07 0.28 0.28 0.28
Nitin Jain 0.07 0.07 0.28 0.28 0.28
Rakesh Kumar 0.07 0.07 0.26 0.26 0.26
54
ended ended ended
June 30, 2024 June 30, 2023
2024 2023 2022
# The amount related to gratuity and leave encashment cannot be ascertained separately as these liabilities are provided on actuarial basis
for the Company as a whole, hence not included in above.
Closing Balances :
(₹ in millions)
As at
Particulars June 30, June 30, March 31, March 31,
April 1, 2022
2024 2023 2024 2023
i. Interest Payable
Ajay Industrial Polymars Private Limited 0.35 0.35 0.35 0.35 0.35
Ajay Industrial Polymars Private Limited 6.26 5.03 4.42 0.56 -
iii. Loan Payable
Bina Jain 27.04 25.44 35.43 25.55 29.71
iv. Loan Receivable
Others - corporate guarantee recoverable /
v.
payable
Ajay Industrial Polymers Limited –
recoverable 0.48 0.53 1.90 2.10 4.17
Refer note 17, 22 and 40.02 (b) to Restated
financial information
Bina Jain 0.25 0.25 0.25 0.25 0.25
Rajeev Jain 0.27 0.27 0.27 0.27 0.27
Nitin Jain 0.27 0.27 0.27 0.27 0.27
Rakesh Kumar 0.99 0.49 0.70 0.49 0.43
Anuradha Jain - - - - 0.09
Kanupriya Jain - - - - 0.09
(a)Transactions during the periods/ years have been disclosed excluding GST, where applicable.
b) All related party transactions entered during the periods/ years were in ordinary course of the business. During the periods/
years, the Company has not recorded any impairment of receivables relating to amounts owed by related parties.
d) The above information has been determined to the extent such parties have been identified on the basis of information available
with the Company and relied upon by the auditors.
For information on all our related party transactions, see “Restated Financial Information – Note 40.8 – Related Party
Disclosures – Details of transactions with related parties (in accordance with Ind AS 24 - Related Party Disclosures)”.
Although all the related party transactions in the three months ended June 30, 2024 and in Fiscal 2024, Fiscal 2023 and
Fiscal 2022 have been carried out on arm’s length basis, we cannot assure you that each of the related party transactions will
be carried out on an arm’s length basis in the future and on more favourable terms as compared to unrelated parties. It is
likely that we will continue to enter into related party transactions in the future. Some of these transactions may require
significant capital outlay and there can be no assurance that we will be able to make a return on these investments. Although
all related-party transactions that we may enter into will be subject to Audit Committee, Board or shareholder approval, as
may be required under the Companies Act, 2013 and the SEBI Listing Regulations, we cannot assure you that such
transactions, individually or in the aggregate, will perform as expected/ result in the benefit envisaged therein.
55
49. After the completion of the Offer, our Promoters will continue to collectively hold substantial shareholding in our
Company.
Currently, our Promoters own an aggregate of 98.03% of our issued, subscribed and paid-up Equity Share capital. Following
the completion of the Offer, our Promoters will continue to hold approximately [●] of our post-Offer Equity Share capital.
For details of their shareholding pre and post-Offer, see “Capital Structure” on page 85. By virtue of their shareholding, our
Promoters will have the ability to exercise significant control over the outcome of the matters submitted to our shareholders
for approval, including the appointment of Directors, the timing and payment of dividends, the adoption of and amendments
to our Memorandum and Articles of Association, the approval of a merger or sale of substantially all of our assets and the
approval of most other actions requiring the approval of our shareholders. The interests of our Promoters in their capacity
as our Shareholders could be different from the interests of our other shareholders. Any such conflict may adversely affect
our ability to execute our business strategy or to operate our business.
50. Certain unsecured loans have been availed by us which may be recalled by lender.
As of November 30, 2024, we had availed unsecured loans aggregating to ₹15.40 million, from Bina Jain, one of our
Promoter and Executive Director. Any failure to service such indebtedness, or otherwise perform any obligations under such
financing agreements may lead to acceleration of payments under such credit facilities, which may adversely affect our
Company. For further information, see “Financial Indebtedness” on page 393 and “Restated Financial Information – Note
23”.
51. Any variation in the utilisation of the Net Proceeds would be subject to certain compliance requirements, including prior
shareholders’ approval.
Our proposed objects of the Offer are set forth under “Objects of the Offer” on page 102. At this stage, we cannot determine
with any certainty if we would require the Net Proceeds to meet any other expenditure or fund any exigencies arising out of
competitive environment, business conditions, economic conditions or other factors beyond our control. In accordance with
Sections 13(8) and 27 of the Companies Act 2013, we cannot undertake any variation in the utilisation of the Net Proceeds
without obtaining the shareholders’ approval through a special resolution. In the event of any such circumstances that require
us to undertake variation in the disclosed utilisation of the Net Proceeds, we may not be able to obtain the shareholders’
approval in a timely manner, or at all. Any delay or inability in obtaining such shareholders’ approval may adversely affect
our business or operations.
Further, our Promoters would be required to provide an exit opportunity to Shareholders who do not agree with our proposal
to change the objects of the Offer or vary the terms of such contracts, at a price and manner as prescribed by SEBI.
Additionally, the requirement on Promoters to provide an exit opportunity to such dissenting shareholders may deter our
Promoters from agreeing to the variation of the proposed utilisation of the Net Proceeds, even if such variation is in the
interest of our Company. Further, we cannot assure you that the Promoters or the controlling shareholders of our Company
will have adequate resources at their disposal at all times to enable them to provide an exit opportunity at the price prescribed
by SEBI. In light of these factors, we may not be able to undertake variation of objects of the Offer to use any unutilized
proceeds of the Offer, if any, or vary the terms of any contract referred to in this Draft Red Herring Prospectus, even if such
variation is in the interest of our Company. This may restrict our Company’s ability to respond to any change in our business
or financial condition by re-deploying the unutilised portion of Net Proceeds, if any, or varying the terms of contract, which
may adversely affect our business and results of operations.
Further, we will appoint a monitoring agency for monitoring the utilisation of proceeds of the Offer in accordance with
Regulation 41 of the SEBI ICDR Regulations and the monitoring agency will submit its report to us on a quarterly basis in
accordance with the SEBI ICDR Regulations.
52. Our funding requirements and the proposed deployment of Net Proceeds have not been appraised by any bank or
financial institution or any other independent agency and our management will have broad discretion over the use of the
Net Proceeds.
We intend to utilize the Net Proceeds of the Offer as set forth in “Objects of the Offer” beginning on page 102. The funding
requirements mentioned as a part of the objects of the Offer are based on internal management estimates, and have not been
appraised by any bank or financial institution. This is based on current conditions and is subject to change in light of changes
in external circumstances, costs, business initiatives, other financial conditions or business strategies. Various risks and
uncertainties, including those set forth in this section, may limit or delay our efforts to use the Net Proceeds to achieve
profitable growth in our business.
Accordingly, use of the Net Proceeds for other purposes identified by our management may not result in actual growth of
our business, increased profitability or an increase in the value of our business and your investment.
53. Our inability to successfully implement some or all our business strategies in a timely manner or at all could have an
56
adverse effect on our business.
As part of our strategy aimed towards business growth and improvement of market position, we intend to implement several
business strategies, which include:
 Expand our capacities in toughened glass, magnetic strips and rigid profile extrusion (for which the net proceeds
of the Offer will be used to purchase plant and equipment);
 Expand our customer base, increase wallet share from existing customers;
 Increase our presence in export markets and strengthen relationships with existing customers having overseas
operations; and
 Continued focus on cost optimization and improving operational efficiency.
Our strategies may not succeed due to various factors, including our inability to reduce our debt and our operating costs, our
failure to develop new products with sufficient growth potential as per the changing market preferences and trends, our
failure to execute agreements with our customers, our failure to effectively market our products or foresee challenges with
respect to our business initiatives, our failure to sufficiently upgrade our infrastructure, machines, automation, equipment
and technology as required to cater to the requirement of changing demand and market preferences, our failure to maintain
highest quality in our operations or to ensure scaling of our operations to correspond with our strategy and customer demand,
changes in GoI policy or regulation, our inability to respond to regular competition, and other operational and management
difficulties. For further details of our strategies, see “Our Business – Our Strategies” on page 213.
54. If we do not continue to invest in new technologies and equipment, our existing machines and equipment may become
obsolete, leading to inefficiencies and increased production costs relative to our competitors, which may have an adverse
impact on our business, results of operations and financial condition.
In the rapidly evolving manufacturing sector, especially with increasing automation, digitization, and the adoption of
Industry 4.0 technologies, failure to invest in or upgrade to newer and more efficient manufacturing processes could reduce
our ability to remain competitive in an industry where technological advancements play a critical role in maintaining
operational efficiency.
A failure to keep pace with new developments, such as automation, digitization, or the adoption of energy-efficient
processes, could significantly increase our production costs and negatively affect our business, results of operations, and
Looking ahead, we believe that our profitability and competitiveness will largely depend on our ability to maintain low
operational costs, while processing and supplying sufficient quantities of products that meet our customers' quality standards.
As global trends shift towards greater automation, data-driven manufacturing, and sustainability, it is vital that we are able
to quickly adapt to these evolving standards and integrate modern technologies into our production processes. Failure to do
so may result in longer production times, higher scrap rates, and inefficiencies, ultimately leading to higher costs and lower
margins.
Moreover, the ability to adopt and leverage advanced technologies, such as smart manufacturing systems, Artificial
Intelligence (AI), and Machine Learning (ML), will be essential in ensuring product innovation, consistent quality, and
enhanced productivity. If we are unable to respond or adapt to these trends in a timely manner and at a reasonable cost, we
may not be able to compete effectively, leading to a potential loss of customers, market share, and profitability. This could
have a material adverse effect on our business, financial condition, and results of operations.
55. Any downgrade of our credit ratings could adversely affect our business.
As of the date of this Draft Red Herring Prospectus, we have received the following credit ratings on our debt and credit
facilities.
₹
Instrument or Rating Type Date Ratings
crores
Long Term Bank 113.00 October 4, CARE BBB+; Stable (Triple B Plus; Outlook Stable)
Facilities 2024
Long Term Rating 153.82 August 1, CRISIL BBB/Positive (Outlook revised from “Stable”,
2024 Rating Affirmed)
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. Further, there can be no assurance that these ratings will not be revised or changed by
the above rating agencies due to various factors. Although we have not experienced a rating downgrade in the past, any
downgrade in our credit ratings in the future 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.
57
56. We might infringe upon the intellectual property rights of others and any misappropriation of our intellectual property
could harm our competitive position.
Although we have faced no instances of intellectual property claims during the three months ended June 30, 2024 and during
Fiscal 2024, Fiscal 2023 or Fiscal 2022 and while we take care to ensure that we comply with the intellectual property rights
of others, we cannot determine with certainty as to whether we are infringing on any existing third-party intellectual property
rights, which may require us to alter our technologies, obtain licenses or cease some of our operations. We may also be
susceptible to claims from third parties asserting infringement and other related claims. If such claims are raised, those
claims could: (a) adversely affect our relationships with current or future customers: (b) result in costly litigation; (c) cause
supplier delays or stoppages; (d) divert management's attention and resources; (e) subject us to significant liabilities; (f)
require us to enter into potentially expensive royalty or licensing agreements and (g) require us to cease certain activities.
While during the three months ended June 30, 2024 and during Fiscal 2024, Fiscal 2023 or Fiscal 2022 we have not been
involved in litigation or incurred litigation expenses in connection with our intellectual property rights in the case of an
infringement claim made by a third party, we may be required to defend such claims at our own cost and liability and may
need to indemnify and hold harmless our customers. Furthermore, necessary licenses may not be available to us on
satisfactory terms, if at all. In addition, we may decide to settle a claim or action against us, which settlement could be costly.
We may also be liable for any past infringement that we are not aware of. Any of the foregoing could adversely affect our
57. Our failure to manage growth effectively may adversely impact our business, results of operations and financial
condition.
In the past three fiscal years, our revenue from operations have grown at a CAGR of 60.38% from ₹1,416.77 million in
Fiscal 2022 to ₹3,644.15 million in Fiscal 2024. The table set forth below provides our revenue from operations and profit
after tax for the periods indicated.
(in ₹ millions)
Three Three
CAGR
months months
(Fiscal
Fiscal Fiscal Fiscal period period
Particulars 2022-
2022 2023 2024 ended ended
Fiscal
June 30, June 30,
2024)
2023 2024
Revenue from operations 1,416.77 2,404.93 3,644.15 873.62 1,301.31 60.38%
Profit after tax for the Year / Period 33.91 128.33 224.12 76.31 122.89 157.08%
Our ability to sustain growth depends primarily upon our ability to manage key issues such as our ability to sustain existing
relationships with our major customers, ability to compete effectively, ability to continue to scale up our operations and
adhere to high quality and execution standards, our ability to expand our presence in and outside India, and our ability to
select and retain skilled personnel, including certified scientists, technicians and engineers. Sustained growth also puts
pressure on our ability to effectively manage and control historical and emerging risks. Our inability to effectively manage
any of these issues may adversely affect our business growth and, as a result, adversely impact our business, results of
operations and financial condition
58. Failure or disruption of our IT systems may adversely affect our business, results of operations and financial condition.
We have implemented various information technology (“IT”) and/or enterprise resource planning (“ERP”) solutions to
cover key areas of our operations and accounting. In addition, IT is important to our manufacturing processes and
automation. Our IT solutions are potentially vulnerable to damage or interruption from a variety of sources, which could
result from (among other causes) cyber-attacks on or failures of such infrastructure or compromises to its physical security,
as well as from damaging weather or other acts of nature. A significant or large-scale malfunction or interruption of one or
more of our IT systems, ERP systems, or manufacturing IT systems, could adversely affect our ability to keep our operations
running efficiently and affect product availability, particularly in the country, region or functional area in which the
malfunction occurs, and a wider or sustained disruption to our business could also occur. In addition, it is possible that a
malfunction of our data system security measures could enable unauthorized persons to access sensitive business data,
including information relating to our intellectual property or business strategy or those of our customers. While we have not
faced significant disruptions in the three months ended June 30, 2024 and in Fiscal 2024, Fiscal 2023 or Fiscal 2022, any
such malfunction or disruptions in future could cause economic losses for which we could be held liable or cause damage
to our reputation. Any of these developments, alone or in combination, could have a material adverse effect on our business,
results of operations and financial condition. Although we have had no incidents during the three months ended June 30,
2024 and during Fiscal 2024, Fiscal 2023 or Fiscal 2022, the unavailability of, or failure to retain, well trained employees
capable of constantly servicing our IT, and/or ERP systems may lead to inefficiency or disruption of our operations and
thereby adversely affecting our business, results of operations and financial condition.
59. We may undertake strategic acquisitions or investments, which may prove to be difficult to integrate and manage or may
58
not be successful.
As part of our business strategy, we may consider making strategic acquisitions of other component manufacturing
companies whose resources, capabilities and strategies are complementary to and are likely to increase our product portfolio
and expand our distribution network. We may also enter into strategic alliances or joint ventures to explore such
opportunities or make significant investments in entities that we do not control to capitalize on such business opportunities,
and there can be no assurance that such strategic alliances, joint ventures or investments will be successful. It is also possible
that we may not identify suitable acquisition or investment candidates, or that if we do identify suitable candidates, we may
not complete those transactions on terms commercially acceptable to us or at all. The inability to identify suitable acquisition
targets or investments or the inability to complete such transactions may adversely affect our competitiveness or our growth
prospects. Further, if we acquire another company we could face difficulty in integrating the acquired operations. In addition,
the key personnel of the acquired company may decide not to work for us. These difficulties could disrupt our ongoing
business, distract our management and employees and increase our expenses. There can be no assurance that we will be able
to achieve the strategic purpose of such acquisition or operational integration or our targeted return on investment.
60. Our employees may engage in misconduct or other improper activities, including noncompliance with regulatory
standards and requirements.
We are exposed to the risk of employee fraud or other misconduct. Misconduct by employees could include inventory loss
and intentional failures to comply with any regulations applicable to us, to provide accurate information to regulatory
authorities, to comply with manufacturing standards we have established, or to report financial information or data accurately
or disclose unauthorized activities to us. There can be no assurance that we will be able to identify and deter such misconduct,
and the precautions we take to detect and prevent this activity may not be effective in controlling unknown or unmanaged
risk. Although we have had no material incidents of employee misconduct during the three months ended June 30, 2024 and
during Fiscal 2024, Fiscal 2023 or Fiscal 2022, if our employees engage in any such future misconduct, we could face
criminal penalties, fines, revocation of regulatory approvals and harm to our reputation, any of which could form a material
adverse effect on our business, results of operations or financial condition.
61. Failure to maintain confidential information of our customers could adversely affect our results of operations or damage
our reputation.
We enter into confidentiality agreements and non-disclosure agreements with our customers and other third parties. Our
agreements with our customers also contain confidentiality and non-disclosure clauses. As per these agreements, we are
required to keep confidential, the know-how and technical specifications, if any, provided to us by these customers. In the
event of any breach or alleged breach of our confidentiality agreements with our customers, these customers may terminate
their engagements with us or initiate litigation for breach of contract. Moreover, most of these contracts do not contain
provisions limiting our liability with respect to breaches of our obligation to keep the information we receive from them
confidential. As a result, if our customers’ confidential information is misappropriated by us or our employees, our customers
may consider us liable for that act and seek damages and compensation from us, in addition, to seeking termination of the
contract. Although we have had no incidents during the three months ended June 30, 2024 and during Fiscal 2024, Fiscal
2023 or Fiscal 2022, assertions in the future of misappropriation of confidential information or the intellectual property of
our customers against us, if successful, could have a material adverse effect on our business, results of operations and
financial condition. Even if such assertions against us are unsuccessful, they may cause us to incur reputational harm and
substantial cost.
62. If we are unable to establish and maintain an effective internal controls and compliance system, our business and
reputation could be adversely affected.
We are responsible for establishing and maintaining adequate internal measures commensurate with the size and complexity
of operations. Our internal audit functions make an evaluation of the adequacy and effectiveness of internal systems on an
ongoing basis so that our operations adhere to our policies, compliance requirements and internal guidelines. We periodically
test and update our internal processes and systems and there have been no past material instances of failure to maintain
effective internal controls and compliance system. However, we are exposed to operational risks arising from the potential
inadequacy or failure of internal processes or systems, and our actions may not be sufficient to ensure effective internal
checks and balances in all circumstances.
We take reasonable steps to maintain appropriate procedures for compliance and disclosure and to maintain effective internal
controls over our financial reporting so that we produce reliable financial reports and prevent financial fraud. As risks evolve
and develop, internal controls must be reviewed on an ongoing basis. Maintaining such internal controls requires human
diligence and compliance and is therefore subject to lapses in judgment and failures that result from human error.
Further, our operations are subject to anti-corruption laws and regulations. These laws generally prohibit us and our
employees and intermediaries from bribing, being bribed or making other prohibited payments to government officials or
other persons to obtain or retain business or gain some other business advantage. We participate in collaborations and
relationships with third parties whose actions could potentially subject us to liability under these laws or other local anti-
59
corruption laws. While our code of conduct requires our employees and intermediaries to comply with all applicable laws,
and we continue to enhance our policies and procedures in an effort to ensure compliance with applicable anti-corruption
laws and regulations, these measures may not prevent the breach of such anti-corruption laws, as there are risks of such
breaches in emerging markets, such as India. If we are not in compliance with applicable anti-corruption laws, we may be
subject to criminal and civil penalties, disgorgement and other sanctions and remedial measures, and legal expenses, which
could have an adverse impact on our business, results of operations and financial condition. Likewise, any investigation of
any potential violations of anti-corruption laws by the relevant authorities could also have an adverse impact on our business
and reputation.
63. Information relating to the installed manufacturing capacity, actual production and capacity utilisation of our
manufacturing facilities in India included in this Draft Red Herring Prospectus are based on various assumptions and
estimates and future production and capacity may vary.
Information relating to the historical installed capacity, actual production and estimated capacity utilization of our
manufacturing facilities included in this Draft Red Herring Prospectus is based on various assumptions and estimates of our
management and independent chartered engineers, including assumptions relating to standard capacity calculation practice
of consumer component industries, period during which the manufacturing facility operates in a year, expected operations,
availability of raw materials, downtime resulting from scheduled maintenance activities, unscheduled breakdowns, as well
as expected operational efficiencies. For detailed information on our capacity and capacity utilization, see “Our Business-
Manufacturing - Capacity, Production and Capacity Utilization” on page 226. Actual production volumes and capacity
utilization rates may differ significantly from the estimated production capacities and historical capacity utilization of our
manufacturing facilities. Investors should therefore not place undue reliance on our historical installed capacity information
for our existing manufacturing facilities included in this Draft Red Herring Prospectus.
64. We have in this Draft Red Herring Prospectus included certain Non-GAAP Measures that may vary from any standard
methodology that is applicable across the consumer appliance component industry and may not be comparable with
financial information of similar nomenclature computed and presented by other companies.
Certain Non-GAAP Measures relating to our operations have been included in this Draft Red Herring Prospectus. For further
details on the key performance indicators and non-GAAP financial measures used in this Draft Red Herring Prospectus, see
“Certain Conventions, Use of Financial Information and Market Data and Currency of Presentation—Non-GAAP financial
measures”, on page 14. We compute and disclose such Non-GAAP Measures as we consider such information to be useful
measures of our business and financial performance, and because such measures are frequently used by securities analysts,
investors and others to evaluate the operational performance of Indian consumer appliance component companies, many of
which provide such Non-GAAP Measures and other industry related statistical and operational information. Such
supplemental financial and operational information is therefore of limited utility as an analytical tool, and investors are
cautioned against considering such information either in isolation or as a substitute for an analysis of our audited and
Restated Financial Information as reported under applicable accounting standards disclosed elsewhere in this Draft Red
Herring Prospectus. These Non-GAAP Measures and such other industry related 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 are not measures of operating performance or liquidity defined by generally accepted accounting
principles, and therefore may not be comparable to financial measures and industry related statistical information of similar
nomenclature that may be computed and presented by other consumer appliance component companies.
External Risks
Risks Relating to India
65. A slowdown in economic growth in India could have a negative impact on our business, results of operations and
Our performance and the growth of our business are dependent on the health of the overall Indian economy. Any slowdown
or perceived slowdown in the Indian economy or future volatility in global commodity prices could adversely affect our
business. Additionally, an increase in trade deficit, or a decline in India’s foreign exchange reserves could negatively affect
liquidity, which could adversely affect the Indian economy and our business. In particular, the COVID-19 pandemic caused
an economic downturn in India and globally. Any downturn in the macroeconomic environment in India could also adversely
affect our business, results of operations and financial condition.
India’s economy could be adversely affected by a general rise in interest rates or inflation, adverse weather conditions
affecting agriculture, commodity and energy prices as well as various other factors. A slowdown in the Indian economy
could adversely affect the policy of the GoI towards the consumer appliance component industry, which may in turn
adversely affect our financial performance and our ability to implement our business strategy.
66. If inflation were to rise in India, we might not be able to increase the prices of our services at a proportional rate thereby
reducing our margins.
60
Inflation rates in India have been volatile in recent years, and such volatility may continue in the future. India has experienced
high inflation in the recent past. Increased inflation can contribute to an increase in interest rates and increased costs to our
business, including increased costs of transportation, wages, raw materials and other expenses relevant to our business. High
fluctuations in inflation rates may make it more difficult for us to accurately estimate or control our costs. Any increase in
inflation in India can increase our expenses, which we may not be able to adequately pass on to our customers, whether
entirely or in part, and may adversely affect our business and financial condition. In particular, we might not be able to
reduce our costs or entirely offset any increases in costs with increases in prices for our products. In such case, our business,
results of operations and financial condition may be adversely affected. Further, the Government has previously initiated
economic measures to combat high inflation rates, and it is unclear whether these measures will remain in effect. There can
be no assurance that Indian inflation levels will not worsen in the future.
67. Our business is affected by global economic conditions, which may have an adverse effect on our business, results of
The Indian economy and its securities markets are influenced by global economic developments and volatility in securities
markets in other countries. Investors’ reactions to developments in one country may have adverse effects on the market price
of securities of companies located in other countries, including India. Negative economic developments, such as rising fiscal
or trade deficits, or a default on national debt, in other emerging market countries may also affect investor confidence and
cause increased volatility in Indian securities markets and indirectly affect the Indian economy in general. Any worldwide
financial instability could also have a negative impact on the Indian economy, including the movement of exchange rates
and interest rates in India and could then adversely affect our business, financial performance and the price of our Equity
Shares.
China is one of India’s major trading partners and there are rising concerns of a strained relationship with India, which could
have an adverse impact on the trade relations between the two countries.
Developments in the ongoing conflict between Russia and Ukraine, between Israel and Hamas, Hezbollah and Iran and
between Houthi rebels and certain western countries, have resulted in and may continue to result in a period of sustained
instability across global financial markets, induce volatility in commodity prices, adversely impact availability of natural
gas, increase in supply chain, logistics times and costs, increase borrowing costs, cause outflow of capital from emerging
markets and may lead to overall slowdown in economic activity in India.
If we are unable to successfully anticipate and respond to changing economic and market conditions, our business, results
of operations and financial condition may be adversely affected.
68. Changing regulations in India could lead to new compliance requirements that are uncertain.
The regulatory and policy environment in which we operate is evolving and is subject to change. The GoI or State
governments in India may implement new laws or other regulations and policies that could affect our business in general,
which could lead to new compliance requirements, including requiring us to obtain approvals and licenses from the GoI,
State governments and other regulatory bodies, or impose onerous requirements.
Uncertainty in the applicability, interpretation or implementation of any amendment to, or change in, governing law,
regulation or policy in the jurisdictions in which we operate, 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 business or restrict our ability to grow our business in the future. We may incur increased costs and other
burdens relating to compliance with such new requirements, which may also require significant management time and other
resources, and any failure to comply may adversely affect our business, results of operations and financial condition.
69. Natural calamities, climate change and health epidemics and pandemics in India could adversely affect our business,
results of operations and financial condition. In addition, hostilities, terrorist attacks, civil unrest and other acts of
violence could adversely affect our business, results of operations and financial condition.
India has experienced natural calamities, such as earthquakes and floods in recent years. Natural calamities could have an
adverse impact on the Indian economy which, in turn, could adversely affect our business, and they may also damage or
destroy our manufacturing facilities, warehouses or other assets. Further, such events also may lead to the disruption of, or
damage, to manufacturing equipment and machines, logistics operations, information systems, electrical systems and
telecommunication services for sustained periods. Natural calamities also may make it difficult or impossible for employees
to reach our business locations. Damage or destruction that interrupts our operations or assets could adversely affect our
reputation, our relationships with our customers, our senior management team’s ability to administer and supervise our
business or it may cause us to incur substantial additional expenditure to repair or replace damaged assets. equipment or
machines. Though some of the losses are covered under appropriate insurance, the above factors may still adversely affect
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India has from time-to-time experienced instances of social, religious and civil unrest and hostilities between neighbouring
countries. Military activity or terrorist attacks in the future could influence the Indian economy by disrupting
communications and making travel and logistics more difficult. Such political tensions also could create a greater perception
that investments in Indian companies involve higher degrees of risk. Events of this nature in the future, as well as social and
civil unrest within other countries in Asia and Europe, could influence the Indian economy and could have a material adverse
effect on the market for securities of Indian companies.
70. Any downgrading of India’s sovereign debt rating by an international rating agency could have a negative impact on our
business, results of operations and cash flows.
Our borrowing costs and our access to the debt capital markets depend significantly on the credit ratings of India. Any
adverse revisions to credit ratings for India and other jurisdictions we operate in by international rating agencies may
adversely impact our ability to raise additional financing and the interest rates and other commercial terms at which such
funding is available. A downgrading of India’s credit ratings may occur, for example, upon a change of government tax or
fiscal policy, which is outside our control. This could have an adverse effect on our ability to fund our growth on favourable
terms and consequently adversely affect our business and financial performance and the price of the Equity Shares.
71. The extent and reliability of Indian infrastructure, to the extent insufficient, could adversely impact our business, results
India’s physical infrastructure is less developed than that of many developed nations. Any congestion or disruption with its
road and rail networks, electricity grid, communication systems or any other public facility could disrupt our normal business
activity. Any deterioration of India’s physical infrastructure would harm the national economy, disrupt the transportation of
goods and supplies including our component products, and add costs to doing business in India. These problems could
interrupt our business operations, which could have adverse effect on our business, results of operations and financial
condition.
72. Significant differences exist between Ind-AS and other accounting principles, such as U.S. GAAP and IFRS, which may
be material to the financial statements prepared and presented in accordance with Ind-AS contained in this Draft Red
Herring Prospectus.
Our Restated Financial Information has been compiled from our audited financial statements prepared and presented in
accordance with Ind-AS, and restated in accordance with the SEBI ICDR Regulations. Ind-AS differs from accounting
principles with which prospective investors may be familiar in other countries, such as U.S. GAAP and IFRS. Significant
differences exist between Ind-AS, U.S. GAAP and IFRS, which may be material to the financial statements prepared and
presented in accordance with Ind-AS contained in this Draft Red Herring Prospectus. Accordingly, the degree to which the
financial information included in this Draft Red Herring Prospectus will provide meaningful information is dependent on
the prospective investor’s familiarity with Ind-AS and the Companies Act. Any reliance by persons not familiar with Ind-
AS on the financial disclosures presented in this Draft Red Herring Prospectus should accordingly be limited. In addition,
some of our competitors may not present their financial statements in accordance with Ind AS and their financial statements
may not be directly comparable to ours, and therefore reliance should accordingly be limited.
73. We may be affected by competition law in India and any adverse application or interpretation of the Competition Act may
in turn adversely affect our business.
The Competition Act, 2002, of India, as amended (“Competition Act”), regulates practices having an appreciable adverse
effect on competition in the relevant market in India (“AAEC”). Under the Competition Act, any formal or informal
arrangement, understanding, or action in concert, which causes or is likely to cause an AAEC, is considered void and may
result in the imposition of substantial penalties. Further, any agreement among competitors which directly or indirectly
involves the determination of purchase or sale prices, limits or controls production, supply, markets, technical development,
investment, or the provision of services, or shares the market or source of production or provision of services in any manner,
including by way of allocation of geographical area or number of customers in the relevant market or directly or indirectly
results in bid-rigging or collusive bidding is presumed to have an AAEC and is considered void. The Competition Act also
prohibits abuse of a dominant position by any enterprise.
On April 11, 2023, the Competition (Amendment) Bill 2023 received the assent of the President of India to become the
Competition (Amendment) Act, 2023 (“Competition Amendment Act”), amending the Competition Act and giving the
CCI additional powers to prevent practices that harm competition and the interests of consumers. It has been enacted to
increase the ease of doing business in India and enhance transparency. The Competition Amendment Act, inter alia, modifies
the scope of certain factors used to determine AAEC, reduces the overall time limit for the assessment of combinations by
the CCI and empowers the CCI to impose penalties based on the global turnover of entities, for anti-competitive agreements
and abuse of dominant position.
The Competition Act aims to, among others, prohibit all agreements and transactions which may have an AAEC in India.
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Consequently, all agreements entered by us could be within the purview of the Competition Act. Further, the CCI has
extraterritorial powers and can investigate any agreements, abusive conduct, or combination occurring outside India if such
agreement, conduct, or combination has an AAEC in India. However, the impact of the provisions of the Competition Act
on the agreements entered by us cannot be predicted with certainty at this stage. We may be affected, directly or indirectly,
by the application or interpretation of any provision of the Competition Act, or any enforcement proceedings initiated by
the CCI, or any adverse publicity that may be generated due to scrutiny or prosecution by the CCI or if any prohibition or
substantial penalties are levied under the Competition Act, it would adversely affect our business, results of operations and
74. Investors may not be able to enforce a judgment of a foreign court against us.
Our Company is a company incorporated under the laws of India. Our Board of Directors comprises members all of whom
are Indian citizens. All of our Key Managerial Personnel and Senior Management are residents of India and majority of the
assets of our Company and such persons are located in India. As a result, it may not be possible for investors outside India
to effect service of process upon our Company or such persons in India, or to enforce against them judgments obtained in
courts outside India.
India has reciprocal recognition and enforcement of judgments in civil and commercial matters with only a limited number
of jurisdictions, which includes, among others, the United Kingdom, Singapore, United Arab Emirates and Hong Kong. In
order to be enforceable, a judgment from a jurisdiction with reciprocity must meet certain requirements of the Code of Civil
Procedure, 1908. Judgments or decrees from jurisdictions, which do not have reciprocal recognition with India, cannot be
executed 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 enforceable in India. Even if an investor obtained a judgment in such a jurisdiction against us or our officers or
directors, it may be required to institute a new proceeding in India and obtain a decree from an Indian court. However, the
party in whose favour such final judgment is rendered may bring a new suit in a competent court in India based on a final
judgment that has been obtained in a non-reciprocating territory within three years of obtaining such final judgment in the
same manner as any other suit filed to enforce a civil liability in India. If, and to the extent that, an Indian court were of the
opinion that fairness and good faith so required, it would, under current practice, give binding effect to the final judgment
that had been rendered in the non-reciprocating territory, unless such a judgment contravenes principles of public policy in
India. It is unlikely that an Indian court would award damages on the same basis or to the same extent as was awarded in a
final judgment rendered by a court in another jurisdiction if the Indian court believed that the amount of damages awarded
was excessive or inconsistent with Indian practice. In addition, any person seeking to enforce a foreign judgment in India is
required to obtain prior approval of the RBI to repatriate any amount recovered pursuant to the execution of such a judgment.
Risks Relating to the Offer and the Equity Shares
75. The Offer Price, market capitalization to revenue from operations multiple and price to earnings ratio based on the Offer
Price of our Company, may not be indicative of the market price of the Company on listing or thereafter.
Set forth below are details regarding our revenue from operations and restated profit / (loss) after tax for the periods indicated.
(in ₹ millions)
Three Three
CAGR
months months
(Fiscal
Fiscal Fiscal Fiscal period period
Particulars 2022-
2022 2023 2024 ended ended
Fiscal
June 30, June 30,
2024)
2023 2024
Profit after tax for the Year / Period 33.91 128.33 224.12 76.31 122.89 157.08%
Our market capitalization to revenue from operations (Fiscal 2024) multiple is [●] times and our price to earnings ratio
(based on Fiscal 2024 restated profit / (loss) after tax for the year) is [●] at the upper end of the Price Band and [●] at the
lower end of the Price Band. The Offer Price of the Equity Shares is proposed to be determined on the basis of assessment
of market demand for the Equity Shares offered through a book-building process, and certain quantitative and qualitative
factors as set out in “Basis for Offer Price” on page 123, and the Offer Price, multiples and ratios may not be indicative of
the market price of the Company on listing or thereafter. Investors are advised to make an informed decision while investing
in our Company taking into consideration the price per share that will be published in price advertisement, the revenue
generated per share in the past and the market capitalization of our company vis-à-vis the revenue generated per share.
Prior to the Offer, there has been no public market for our Equity Shares, and an active trading market on the Stock
Exchanges may not develop or be sustained after the Offer. Listing and quotation do not guarantee that a market for the
Equity Shares will develop, or if developed, the liquidity of such market for the Equity Shares.
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Accordingly, any valuation exercise undertaken for the purposes of the Offer by our Company would not be based on a
benchmark with our industry peers. The relevant financial parameters based on which the Price Band would be determined,
shall be disclosed in the advertisement that would be issued for publication of the Price Band.
The market price of the Equity Shares may be subject to significant fluctuations in response to, among other factors,
variations in our operating results, market conditions specific to the industry we operate in, developments relating to India,
announcements by us or our competitors of significant acquisitions, strategic alliances, our competitors launching significant
new projects, announcements by third parties or governmental entities of significant claims or proceedings against us,
volatility in the securities markets in India and other jurisdictions, 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.
76. The Offer Price of the Equity Shares may not be indicative of the market price of the Equity Shares after the Offer.
The Offer Price of the Equity Shares will be determined by our Company in consultation with the BRLMs through the Book
Building Process. This price will be based on numerous factors, as described under the chapter “Basis for Offer Price”
beginning on page 123 and may not be indicative of the market price for the Equity Shares after the Offer. The market price
of the 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 resell their Equity Shares at or above the Offer Price.
77. The determination of the Price Band is based on various factors and assumptions and the Offer Price of the Equity
Shares may not be indicative of the market price of the Equity Shares after the Offer. Further, the current market price
of some securities listed pursuant to certain previous issues managed by the Book Running Lead Managers is below their
respective issue prices.
The determination of the Price Band is based on various factors and assumptions and will be determined by our Company
in consultation with the Book Running Lead Managers. Furthermore, the Offer Price of the Equity Shares will be determined
by our Company in consultation with the Book Running Lead Managers through the Book Building Process. These will be
based on numerous factors, including factors as described under “Basis for Offer Price” on page 123 and may not be
indicative of the market price for the Equity Shares after the Offer.
Additionally, the current market price of securities listed pursuant to certain previous initial public offerings managed by the
Book Running Lead Managers is below their respective issue price. For further details, see “Other Regulatory and Statutory
Disclosures – Price information of past issues handled by the BRLMs” commencing on page 409. The factors that could
affect the market price of the Equity Shares include, among others, broad market trends, financial performance and results
of our Company post-listing, and other factors beyond our control. We cannot assure you that an active market will develop
or sustained trading will take place in the Equity Shares or provide any assurance regarding the price at which the Equity
Shares will be traded after listing.
78. As a publicly listed company, we will be subject to additional compliance requirements and increased scrutiny. Certain
of our Directors do not have any prior experience in directorship of listed entities, which may affect the ability to meet
these additional compliance requirements and making key decisions.
As a publicly listed company we will be subjected to the compliance requirements and increased scrutiny of our affairs by
Shareholders, regulators and the public at large associated with being a publicly listed company. As a publicly listed
company, we will incur significant legal, accounting, corporate governance and other issues that were not present as an
unlisted company. Certain of our Directors do not have prior experience on the board of directors of publicly listed
companies which may affect our ability to meet the additional compliance requirements and scrutiny we receive as a public
listed company and be detrimental to our Board of Directors when making key decisions, which in turn could adversely
affect our business, results of operations and financial condition. For further information on our Directors, see “Our
Management - Board of Directors” on page 244.
79. Subsequent to listing of the Equity Shares, we may be subject to pre-emptive surveillance measures like Additional
Surveillance Measures and Graded Surveillance Measures by the Stock Exchanges in order to enhance market integrity
and safeguard the interest of investors.
SEBI and the Stock Exchanges, in the past, have introduced various pre-emptive surveillance measures with respect to the
shares of listed companies in India (the “Listed Securities”) to enhance market integrity, safeguard the interests of investors
and potential market abuses. In addition to various surveillance measures already implemented, and to further safeguard the
interest of investors, the SEBI and the Stock Exchanges have introduced additional surveillance measures (“ASM”) and
graded surveillance measures (“GSM”).
ASM is conducted by the Stock Exchanges on Listed Securities with surveillance concerns based on certain objective
parameters such as price-to-earnings ratio, percentage of delivery, client concentration, variation in volume of shares and
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volatility of shares, among other things. GSM is conducted by the Stock Exchanges on Listed Securities where their price
quoted on the Stock Exchanges is not commensurate with, among other things, the financial performance and financial
condition measures such as earnings, book value, fixed assets, net worth, other measures such as price-to-earnings multiple
and market capitalization.
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, and low trading volumes 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, limiting trading frequency
or freezing of price on the 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 the market
price, trading and liquidity of our Equity Shares and on the reputation and conditions of our Company. Any such instance
may result in a loss of our reputation and diversion of our management’s attention and may also decrease the market price
of our Equity Shares which could cause you to lose some or all of your investment.
80. Rights of shareholders of companies under Indian law may be more limited 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.
81. Fluctuation in the exchange rate between the Indian Rupee and foreign currencies may have an adverse effect on the
value of our Equity Shares, independent of our operating results.
On listing, our Equity Shares will be quoted in Indian Rupees on the Stock Exchanges. Any dividends in respect of our
Equity Shares will also be paid in Indian Rupees and subsequently converted into the relevant foreign currency for
repatriation, if required. Any adverse movement in currency exchange rates during the time taken for such conversion may
reduce the net dividend to foreign investors. In addition, any adverse movement in currency exchange rates during a delay
in repatriating the proceeds from a sale of Equity Shares outside India, for example, because of a delay in regulatory
approvals that may be required for the sale of Equity Shares, may reduce the proceeds received by Shareholders. For
example, the exchange rate between the Indian Rupee and the U.S. dollar has fluctuated substantially in recent years and
may continue to fluctuate substantially in the future, which may have an adverse effect on the returns on our Equity Shares,
independent of our operating results.
82. Our Company’s Equity Shares have never been publicly traded and may experience price and volume fluctuations
following the completion of the Offer, an active trading market for the Equity Shares may not develop, the price of our
Equity Shares may be volatile and may not be indicative of the market price of Equity Shares after the Offer, and you
may be unable to resell your Equity Shares at or above the Offer Price or at all.
Prior to the Offer, there has been no public market for our Equity Shares, and an active trading market for our Equity Shares
may not develop. Listing and quotation does not guarantee that a market for our Equity Shares will develop, or if developed,
the liquidity of such market for our 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 our Equity Shares will be determined through a
book-building process and may not be indicative of the market price of our Equity Shares at the time of commencement of
trading of our Equity Shares or at any time thereafter.
There has been significant volatility in the Indian stock markets in the recent past, and the trading price of our Equity Shares
after this Offer could fluctuate significantly as a result of market volatility or due to various internal or external risks,
including but not limited to those described in this Draft Red Herring Prospectus. These broad market fluctuations and
industry factors may materially reduce the market price of our Equity Shares, regardless of our Company’s performance. In
addition, following the expiry of the six-month locked-in period on certain portions of the pre-Offer Equity Share capital,
our Promoters may sell its shareholding in our Company, depending on market conditions and its investment horizon. Any
perception by investors that such sales might occur could additionally affect the trading price of our Equity Shares.
Consequently, the price of our Equity Shares may be volatile, and you may be unable to sell your Equity Shares at or above
the Offer Price, or at all. A decrease in the market price of our Equity Shares could cause investors to lose some or all of
their investment.
83. We cannot assure payment of dividends on the Equity Shares in the future.
Our Company has a formal dividend policy as on the date of this Draft Red Herring Prospectus. Our Company, however,
has not declared dividends on our Equity Shares during the current Fiscal Year and the last three Fiscal Years. Our ability
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to pay dividends in the future will depend upon our dividend policy, future results of operations, financial condition, cash
flows, working capital requirements and capital expenditure requirements and other factors considered relevant by our
directors and shareholders. Our ability to pay dividends may also be restricted under certain financing arrangements that we
may enter into. We cannot assure you that we will be able to pay dividends on the Equity Shares at any point in the future.
For details pertaining to dividend policy, see “Dividend Policy” on page 270.
84. Investors may be subject to Indian taxes arising out of income arising on the sale of and dividend on the Equity Shares.
Under current Indian tax laws, unless specifically exempted, capital gains arising from the sale of equity shares held as
investments in an Indian company are generally taxable in India. Securities transaction tax (“STT”) will be levied on and
collected by a domestic stock exchange on which the Equity Shares are sold. Any capital gain realized on the sale of listed
equity shares on a Stock Exchange held for more than 12 months immediately preceding the date of transfer will be subject
to long term capital gains in India at the specified rates depending on certain factors, such as whether the sale is undertaken
on or off the Stock Exchanges, STT paid, the quantum of gains and any available treaty relief. Further, any capital gains
realized on the sale of listed equity shares held for a period of 12 months or less immediately preceding the date of transfer
will be subject to short term capital gains tax in India. The capital gains tax applicable at the time of sale of equity shares,
on a stock exchange or off-market sale, is subject to amendments from time to time.
Further, the Finance Act, 2019 has made various amendments in the taxation laws and has also clarified that, in the absence
of a specific provision under an agreement, the liability to pay stamp duty in case of sale of securities through stock
exchanges will be on the buyer, while in other cases of transfer for consideration through a depository, the onus will be on
the transferor. The stamp duty for transfer of securities other than debentures, on a delivery basis is specified at 0.015% and
on a non-delivery basis is specified at 0.003% of the consideration amount. These amendments have come into effect from
July 1, 2020. 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 a 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 Equity Shares.
Additionally, the Finance Act, 2020, has, amongst others things, notified changes and provided a number of amendments to
the direct and indirect tax regime, including, without limitation, a simplified alternate direct tax regime and that dividend
distribution tax will not be payable in respect of dividends declared, distributed or paid by a domestic company after March
31, 2020 and accordingly, such dividends would not be exempt in the hands of the shareholders, both resident as well as
non-resident, and are subject to tax deduction at source. We may or may not grant the benefit of a tax treaty (where
applicable) to a non-resident shareholder for the purposes of deducting tax at source from such dividend. Investors should
consult their own tax advisors about the consequences of investing or trading in the Equity Shares.
Further, the Government of India has recently introduced various amendments to the Income Tax Act, vide the Finance Act,
2024. We have not fully determined the impact of these recent and proposed laws and regulations on our business, financial
condition, future cash flows and results of operations. Unfavourable changes in or interpretations of existing, or the
promulgation of new, laws, rules and regulations including foreign investment and stamp duty laws governing our business
and operations could result in us being deemed to be in contravention of such laws and may require us to apply for additional
approvals.
85. QIBs and Non-Institutional Bidders 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, and Retail Individual Bidders are not permitted to
withdraw their Bids after Bid/Offer Closing Date.
Pursuant to the SEBI ICDR Regulations, QIBs and Non-Institutional Bidders are required to pay the Bid Amount on
submission of the Bid and 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 Bidders 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 all necessary formalities
for listing and commencement of trading of the Equity Shares on all Stock Exchanges where such Equity Shares are proposed
to be listed including Allotment pursuant to the Offer within six Working Days from the Bid/Offer Closing Date, or such
other time period as required under the applicable laws, events affecting the Bidders’ decision to invest in the Equity Shares,
including material adverse changes in macro-economic conditions, our business, 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 or cause the
trading price of the Equity Shares to decline on listing.
86. There is no guarantee that our Equity Shares will be listed on the BSE and NSE in a timely manner or at all.
In accordance with Indian law and practice, permission for listing and trading of our Equity Shares will not be granted until
after certain actions have been completed in relation to this Offer and until Allotment of Equity Shares pursuant to this Offer.
In accordance with current regulations and circulars issued by SEBI, our Equity Shares are required to be listed on the BSE
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and NSE within such time as mandated under UPI Circulars, subject to any change in the prescribed timeline in this regard.
However, we cannot assure you that the trading in our Equity Shares will commence in a timely manner or at all. Any failure
or delay in obtaining final listing and trading approvals may restrict your ability to dispose of your Equity Shares.
87. Holders of Equity Shares could be restricted in their ability to exercise pre-emptive rights under Indian law and could
thereby suffer future dilution of their ownership position.
Under the Companies Act, a company having share capital and incorporated in India must offer holders of its Equity Shares
pre-emptive rights to subscribe and pay for a proportionate number of Equity Shares to maintain their existing ownership
percentages prior to the issuance of any new equity shares, unless the pre-emptive rights have been waived by the adoption
of a special resolution by holders of three-fourths of the Equity Shares who have voted on such resolution. However, if the
laws of the jurisdiction that holders are in does not permit the exercise of such pre-emptive rights without us filing an offering
document or registration statement with the applicable authority in such jurisdiction, the holders will be unable to exercise
such pre-emptive rights unless we make such a filing. The Company may elect not to file a registration statement in relation
to pre-emptive rights otherwise available by Indian law to the holders. To the extent that the holders are unable to exercise
pre-emptive rights granted in respect of the Equity Shares, they may suffer future dilution of their ownership position and
their proportional interests in our Company would be reduced.
88. Any future issuance of Equity Shares or convertible securities or other equity linked securities by our Company may
dilute holders’ shareholding and sales of the Equity Shares by our Promoters or other shareholders, may adversely affect
the trading price of the Equity Shares.
We may be required to finance our growth through future equity offerings. Any future equity issuances by us may lead to
the dilution of investors’ shareholdings in us. Any disposal of Equity Shares by our 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 offering of the Equity Shares or incurring additional debt.
Additionally, the disposal, pledge or encumbrance of the Equity Shares by our Promoters or other shareholders, or the
perception that such transactions may occur, may affect the trading price of the Equity Shares. There can be no assurance
that we will not issue further Equity Shares or that the shareholders will not dispose of the Equity Shares. Such securities
may also be issued at prices below the Offer Price.
89. A third party could be prevented from acquiring control of our Company because of anti-takeover provisions under
Indian law.
There are provisions in Indian law that may delay, deter or prevent a future takeover or change in control of our Company,
even if a change in control would result in the purchase of your Equity Shares at a premium to the market price or would
otherwise be beneficial to you. Although the SEBI Takeover Regulations 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. 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 its stakeholders, it is possible that such a takeover
would not be attempted or consummated.
Shareholders’ rights under Indian law and our Articles of Association may not be as extensive and widespread as
shareholders’ rights under the laws of other countries or jurisdictions. Investors may face more challenges in asserting their
rights as a shareholder in an Indian company than as a shareholder of an entity in another jurisdiction.
90. Foreign investors are subject to investment restrictions under Indian laws, which limit the ability to attract foreign
investors, which may adversely impact the market price of Equity Shares.
Foreign ownership of Indian securities is subject to Government regulation. Under the foreign exchange regulations
currently in force in India, transfer of shares between non-residents and residents are freely permitted (subject to compliance
with sectoral norms and certain other restrictions) if they comply with the pricing guidelines and reporting requirements
specified by the RBI. If the transfer of shares, which are sought to be transferred, is not in compliance with such pricing
guidelines or reporting requirements or does not fall under any of the exceptions specified by the RBI, then prior approval
of the RBI will be required. Further, 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.
Additionally, shareholders who seek to convert the Indian 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 authority. We cannot assure investors that any required approval from the RBI or any other Indian government agency
can be obtained on any particular terms, or at all.
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Further, pursuant to Press Note No. 3 (2020 Series), dated April 17, 2020 issued by the DPIIT and the Foreign Exchange
Management (Non-debt Instruments) Amendment Rules, 2020 which came into effect from April 22, 2020, any investment,
subscription, purchase or sale of equity instruments by entities of a country which shares a 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, can only be made through
Government approval route, as prescribed in the Consolidated FDI Policy and the FEMA Rules. These investment
restrictions shall also apply to subscribers of offshore derivative instruments. The Company cannot assure investors that any
required approval from the RBI or any other government agency can be obtained on any particular terms, or at all. For further
details, please see “Restriction on Foreign Ownership of Indian Securities” on page 444.
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SECTION III – INTRODUCTION
THE OFFER
The following table summarizes details of the Offer:
The Offer (1) (2) Up to [●] Equity Shares of ₹1 each, aggregating up to ₹ [●] million
of which:
Fresh Issue (3) Up to [●] Equity Shares of ₹1 each, aggregating up to ₹ 2,380.00 million
Offer for Sale (2) Up to 9,300,000 Equity Shares of ₹1 each, aggregating up to ₹ [●] million
by the Promoter Selling Shareholders
The Offer comprises of:
A. QIB Portion(3)(5)(6) Not more than [●] Equity Shares of ₹1 each aggregating to ₹ [●] million
of which:
(i) Anchor Investor Portion (4) Up to [●] Equity Shares of ₹1 each
(ii) Net QIB Portion (assuming Anchor Up to [●] Equity Shares of ₹1 each
Investor Portion is fully subscribed)
of which:
a. Available for allocation to Mutual Funds Up to [●] Equity Shares of ₹1 each
only (5% of the Net QIB Portion)
b. Balance of the Net QIB Portion for all Up to [●] Equity Shares of ₹1 each
QIBs including Mutual Funds
B. Non-Institutional Portion (5)(6) Not less than [●] Equity Shares of ₹1 each aggregating to ₹ [●] million
of which:
One-third of the Non-Institutional Portion Up to [●] Equity Shares of ₹1 each
available for allocation to Bidders with an
application size of more than ₹ 200,000 to ₹
1,000,000
Two-third of the Non-Institutional Portion Up to [●] Equity Shares of ₹1 each
available for allocation to Bidders with an
application size of more than ₹ 1,000,000
C. Retail Portion Not less than [●] Equity Shares of ₹1 each aggregating to ₹ [●] million
Pre and post-Offer Equity Shares
Equity Shares outstanding prior to the Offer (as 102,489,200.00 Equity Shares of ₹1 each
at the date of this Draft Red Herring Prospectus)
Equity Shares outstanding post the Offer* [●] Equity Shares of ₹1 each
See “Objects of the Offer” on page 102 for information on the use of
Use of Net Proceeds proceeds arising from the Fresh Issue. Our Company will not receive any
proceeds from the Offer for Sale.
* To be updated upon finalization of the Offer Price
Notes:
1. The Offer has been authorised by our Board pursuant to the resolution passed at their meeting dated December 7, 2024, and by our Shareholders pursuant
to the special resolution passed at their extraordinary general meeting dated December 10, 2024. Our Board has taken on record the consent of each of
the Promoter Selling Shareholders to severally and not jointly participate in the Offer for Sale pursuant to its resolution dated December 28, 2024.Our
Company, in consultation with the BRLMs, may consider a Pre-IPO Placement of specified securities, as may be permitted under the applicable law,
aggregating up to ₹ 476.00 million at its discretion, prior to filing of the Red Herring Prospectus with the RoC. The Pre -IPO Placement, if undertaken,
will be at a price to be decided by our Company, in consultation with the BRLMs. If the Pre-IPO Placement is completed, the amount raised pursuant to
the Pre-IPO Placement will be reduced from the Fresh Issue, subject to compliance with Rule 19(2)(b) of the Securitie s Contracts (Regulation) Rules,
1957, as amended. The Pre-IPO Placement, if undertaken, shall not exceed 20% of the size of the Fresh Issue. Prior to the completion of the Offer, our
Company shall appropriately intimate the subscribers to the Pre-IPO Placement, prior to allotment pursuant to the Pre-IPO Placement, that there is no
guarantee that our Company may proceed with the Offer or the Offer may be successful and will result into listing of the Equi ty Shares on the Stock
Exchanges. Further, relevant disclosures in relation to such intimation to the subscribers to the Pre-IPO Placement (if undertaken) shall be appropriately
made in the relevant sections of the Red Herring Prospectus and the Prospectus.
2. Each of the Promoter Selling Shareholders has, severally and not jointly, specifically authorised its respective participation in the Offer for Sa le to the
extent of its respective portion of the Offered Shares as set out below:
Name of the Promoter Selling Equity Shares offered in the Offer for Sale (up Date of Consent letter
Shareholder to)*
Bina Jain Up to 3,700,000 Equity Shares of ₹1 each December 28, 2024
aggregating up to ₹ [●] million
Rajeev Jain Up to 2,800,000 Equity Shares of ₹1 each December 28, 2024
Nitin Jain Up to 2,800,000 Equity Shares of ₹1 each December 28, 2024
* To be updated at Prospectus stage.
69
Each Promoter Selling Shareholder confirms that the Equity Shares being offered by them are eligible for being offered for sale pursuant to the Offer in
terms of Regulation 8 of the SEBI ICDR Regulations. For details, see “Other Regulatory and Statutory Disclosures – Authority for the Offer” on page
404.
3. Subject to valid Bids being received at or above the Offer Price, under-subscription, if any, in any category, except 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 BRLMs
and the Designated Stock Exchange, subject to applicable laws. In case of under-subscription in the Offer the Equity Shares will be allotted in the following
order: (i) such number of Equity Shares will first be Allotted by our Company such that 90% of the Fresh Issue portion is sub scribed; (ii) upon (i), all the
Equity Shares held by the Promoter Selling Shareholders and offered for sale in the Offer for Sale will be Allotted (in proportion to the Offered Shares
being offered by each Promoter Selling Shareholder); and (iii) 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. See “Terms of the Offer–Minimum Subscription” beginning
on page 416.
4. Our Company may, in consultation with the BRLMs, allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary basis in accordance
with the SEBI ICDR Regulations. The QIB Portion will be accordingly reduced for the Equity Shares allocated to Anchor Investo rs. One-third of the
Anchor Investor Portion will be reserved for domestic Mutual Funds only, subject to valid Bids being received from domestic Mutual Funds at or above
the Anchor Investor Offer Price. In case of under-subscription or non-Allotment in the Anchor Investor Portion, the remaining Equity Shares will be added
back to the Net QIB Portion. See “Offer Procedure” beginning on page 422. Further, 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. However, if the aggregate
demand from Mutual Funds is less than [●] Equity Shares, the balance Equity Shares available for Allotment in the Mutual Fund Portion will be add ed to
the Net QIB Portion and allocated proportionately to the QIB Bidders (other than Anchor Investors) in proportion to their Bid s. See “Offer Procedure”
beginning on page 425.
5. The Equity Shares available for allocation to Bidders under the Non-Institutional 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 ₹ 200,000 and up to ₹ 1,000,000, and (ii) two-
third of the portion available to Non-Institutional Bidders shall be reserved for applicants with application size of more than ₹ 1,000,000, 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 allocation to each Non-Institutional Bidder shall not be less than the applicable minimum application size, subject to the availability of Equity
Shares in the Non-Institutional Portion, and the remaining Equity Shares, if any, shall be allocated on a proportionate basis. For details, please refer to
the section titled “Offer Procedure” beginning on page 425. Further, 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 the UPI Mechanism. 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 [●].
6. Allocation to Bidders in all categories, except the Retail Portion, Non-Institutional Portion (for application sizes of more than ₹200,000 and up to
₹1,000,000) and the Anchor Investor Portion, if any, shall be made on a proportionate basis, subject to valid Bids being received at or above the Offer
Price, as applicable. Allocation to Retail Individual Bidders shall not be less than the minimum Bid Lot, subject to availability of Equity Shares in the
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 in accordance with the SEBI ICDR Regulations.
Pursuant to Rule 19(2)(b) of the SCRR, the Offer is being made for at least [●]% of the post-Offer paid-up Equity Share capital of our Company. Allocation to
all categories of Bidders shall be made in accordance with SEBI ICDR Regulations. The allocation to each Retail Individual Investor shall not be less than the
minimum Bid Lot, subject to availability of Equity Shares in the Retail Category and the remaining available Equity Shares, i f any, shall be allocated on a
proportionate basis. The allocation to each Non-Institutional Investor shall not be less than the minimum non-institutional application size, subject to availability
of Equity Shares in the Non-Institutional Category and the remaining available Equity Shares, if any, shall be allocated on a proportionate basis in accordance
with the conditions specified in this regard in Schedule XIII to the SEBI ICDR Regulations. Allocation to Anchor Investors shall be on a discretionary basis in
accordance with the SEBI ICDR Regulations. For further details, see “Terms of the Offer”, “Offer Structure” and “Offer Procedure” on pages 416, 422 and
425, respectively.
70
SUMMARY FINANCIAL INFORMATION
The following tables set forth summary financial information derived from our Restated Financial Information. The summary
financial information presented below should be read in conjunction with “Restated Financial Information” and “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” on pages 271 and 358, respectively.
[The remainder of this page has intentionally been left blank]
71
SUMMARY OF RESTATED STATEMENTS OF ASSETS AND LIABILITIES
As at June 30, As at June 30, As at March As at March As at March

Particulars
2024 2023 31, 2024 31, 2023 31, 2022
A. ASSETS
1. Non current assets
(a) Property, plant and equipment 1,190.40 891.19 1,172.05 876.74 532.86
(b) Capital work in progress 6.14 90.57 - 83.04 1.27
(c) Right of use assets 218.07 104.34 226.90 105.20 115.92
(d) Investment properties 9.86 10.08 9.92 10.14 10.36
(e) Other intangible assets 0.42 0.01 0.44 0.01 0.36
(f) Financial assets
(i) Investments - - - - 0.42
(ii) Other financial assets 40.45 33.00 40.91 31.49 12.17
(g) Other non-current assets 64.35 13.56 22.60 23.32 19.48
Total non-current assets 1,529.69 1,142.75 1,472.82 1,129.94 692.84
2. Current assets
(a) Inventories 802.54 489.85 634.63 428.06 294.16
(b) Financial assets
(i) Trade receivables 714.04 397.74 655.10 398.59 255.58
(ii) Cash and cash equivalents 0.99 8.54 1.27 3.62 2.21
(iii) Bank balances other than (ii)
1.44 1.04 1.04 1.04 1.04
above
(iv) Loans 173.74 61.02 134.01 21.01 5.56
(v) Other financial assets 22.02 11.46 18.72 9.77 4.83
(c) Other current assets 42.71 72.51 57.03 31.25 34.44
Total current assets 1,757.48 1,042.16 1,501.80 893.34 597.82
3. Assets classified as held for sale 2.97 - - - -
TOTAL ASSETS (1+2+3) 3,290.14 2,184.91 2,974.62 2,023.28 1,290.66
B. EQUITY AND LIABILITIES
1. Equity
(a) Share capital 9.32 9.32 9.32 9.32 8.85
(b) Other equity 1,045.67 772.15 923.35 695.84 533.91
Total Equity 1,054.99 781.47 932.67 705.16 542.76
Liabilities
2. Non-current liabilities
(a) Financial liabilities
(i) Borrowings 392.82 354.38 356.66 330.78 110.70
(ii) Lease liabilities 131.54 33.40 136.89 33.66 32.88
(iii) Other financial liabilities 14.09 0.30 14.09 0.30 0.30
(b) Provisions 31.55 32.66 29.76 31.61 29.86
(c) Deferred tax liabilities (net) 77.65 40.75 79.09 44.92 35.27
Total non-current liabilities 647.65 461.49 616.49 441.27 209.01
3. Current Liabilities
(i) Borrowings 898.44 587.70 834.82 494.25 337.46
(ii) Lease liabilities 21.04 0.96 20.38 0.93 0.08
(iii) Trade payables
72
As at June 30, As at June 30, As at March As at March As at March
Particulars
2024 2023 31, 2024 31, 2023 31, 2022
Total outstanding dues of micro
18.78 15.75 11.52 8.81 12.29
enterprises and small enterprises
Total outstanding dues of
creditors other than micro 511.26 135.68 357.09 198.57 142.14
(iv) Other financial liabilities 51.82 130.74 136.87 126.02 20.91
(b) Other current liabilities 22.64 7.52 20.76 12.78 6.43
(c) Provisions 31.76 22.66 24.60 20.48 13.73
(d) Current tax liabilities (Net) 31.76 40.94 19.42 15.01 5.85
Total current liabilities 1,587.50 941.95 1,425.46 876.85 538.89
TOTAL EQUITY AND

3,290.14 2,184.91 2,974.62 2,023.28 1,290.66
LIABILITIES (1+2+3)
The above Restated Statement of Assets and Liabilities should be read in conjunction with Material Accounting Policies to Restated Financial Information in
Annexure -V, Notes to the Restated Financial Information appearing in Annexure - VI and Statement of Adjustments to statutory financial statements and special
purpose financial statements as at and for the period/years ended June 30, 2024, June 30, 2023, March 31, 2024, March 31, 2023 and March 31, 2022
respectively appearing in Annexure - VII.
73
SUMMARY OF RESTATED STATEMENTS OF PROFIT AND LOSS
For the For the For the year For the year For the year
period ended period ended ended ended ended
Particulars
June 30, June 30, March 31, March 31, March 31,
2024 2023 2024 2023 2022
I INCOME
(a) Revenue from operations 1,301.31 873.62 3,644.15 2,404.93 1,416.77
(b) Other income 6.08 4.61 19.78 17.60 10.46
Total income (I) 1,307.39 878.23 3,663.93 2,422.53 1,427.23
II EXPENSES
(a) Cost of materials consumed 676.39 532.69 2,211.88 1,543.28 786.10
(b) Purchase of stock-in-trade 80.66 11.26 91.42 28.78 8.06
Changes in inventories of finished good,
(c) (30.05) (16.21) (101.47) (49.08) 65.29
work-in-progress and stock-in-trade
(d) Employee benefits expense 179.21 114.01 485.16 348.66 250.36
(e) Finance costs 37.22 23.83 113.57 58.04 36.42
(f) Depreciation and amortization 27.32 14.63 78.65 40.81 36.26
(g) Other expenses 168.46 98.88 469.69 319.81 200.81
Total expenses(II) 1,139.21 779.09 3,348.90 2,290.30 1,383.30
Profit/(Loss) before exceptional item and

III 168.18 99.14 315.03 132.23 43.93
tax (I-II)
IV Exceptional Items - - - 31.92 -
V Restated Profit before tax (III+IV) 168.18 99.14 315.03 164.15 43.93
VI Tax expense:
(a) Current Tax
Current year / period 46.28 26.96 56.03 26.73 8.61
Related to previous years - - 1.20 0.04 0.21
(b) Deferred tax expense/(credit) (0.99) (4.13) 33.68 9.05 1.20
45.29 22.83 90.91 35.82 10.02
Restated Profit for the year /period (V-
VII 122.89 76.31 224.12 128.33 33.91
VI)
Other Comprehensive Income (net of
VIII
tax)
(i) Items that will not be reclassified to
(a)
profit or loss
- Re-measurement of the net defined
(1.74) (0.09) 1.68 2.16 3.47
benefit plan
(ii) Tax relating to items that will not be
0.44 0.03 (0.49) (0.60) (0.97)
reclassified to profit or loss
(i) Items that will be reclassified to profit
(b) - - - - -
and loss
(ii) Income tax relating to items that will
- - - - -
be reclassified to profit or loss
Restated Other Comprehensive Income
(1.30) (0.06) 1.19 1.56 2.50
(net of tax) (VIII)
Restated Total Comprehensive Income

IX 121.59 76.25 225.31 129.89 36.41
for the Year (VII+VIII)
Earning per equity share having face

value of ₹ 1/- each **
Basic (not annualised) 1.20 0.74 2.19 1.32 0.35
Diluted (not annualised) 1.20 0.74 2.19 1.32 0.35
**Face value reduced from ₹ 10 to ₹ 1 as a result of subsequent event of split of issue of bonus shares. Refer Note 43(A)
The above Restated Statement of Profit and Loss should be read in conjunction with Material Accounting Policies to Restated Financial Information in Annexure
-V, Notes to the Restated Financial Information appearing in Annexure - VI and Statement of Adjustments to statutory financial statements and special purpose
financial statements as at and for the period/years ended June 30, 2024, June 30, 2023, March 31, 2024, March 31, 2023 and March 31, 2022 respectively
appearing in Annexure - VII.
74
SUMMARY OF RESTATED CASH FLOW STATEMENT
period period ended ended ended
Particulars
ended June ended June March 31, March 31, March 31,
30, 2024 30, 2023 2024 2023 2022
Cash flow from Operating activities
Net profit before tax 168.18 99.14 315.03 164.15 43.93
Adjustments for:
Depreciation and amortization 27.32 14.63 78.65 40.81 36.26
Bad debts written off 0.04 - 0.11 5.22 -
Provision/ (reversal) for expected credit
(0.19) (0.33) (0.07) (4.12) -
loss
Finance costs 37.22 23.83 113.57 58.04 36.42
Interest income (3.70) (0.51) (8.03) (0.93) (0.52)
(0.77) (1.19) (3.09) (4.74) (4.67)
income
Gain on fair value of non-current
- - - - (0.11)
investments
Exceptional item- Profit on sale of land
- - - (31.92) -
and building
Net Loss/(Profit) on sale/discard of
0.01 - (0.01) - (0.26)
property, plant and equipment
Operating profit before working
228.11 135.57 496.16 226.51 111.05
capital changes
Changes in working capital
Adjustments for :
(Increase)/decrease in Inventories (167.91) (61.79) (206.57) (133.90) (144.95)
(Increase)/decrease in trade and other
(114.47) (7.97) (225.80) (160.24) (58.36)
receivables
Increase/(Decrease) in Provisions 7.21 3.14 3.95 10.66 0.19
Increase/(decrease) in trade and other
164.66 (57.99) 185.91 59.87 58.08
payables
Cash generated from operations 117.60 10.96 253.65 2.90 (33.99)
Income taxes (paid) /refund (net) (33.94) (1.03) (52.82) (17.61) (2.91)
Net cash inflow / (outflow) flow from
83.66 9.93 200.83 (14.71) (36.90)
operating activities (A)
Cash flow from Investing activities
Purchase of property, plant and
equipment including capital work in (109.22) (61.42) (342.98) (386.66) (69.40)
progress
Proceed from sale of property, plant and
4.31 2.25 2.11 60.22 0.32
equipment
Proceeds from sale of investment - - - 0.42 -
Purchase of investment - - - - (0.42)
Loan given to related parties (39.74) (40.02) (183.71) (17.42) (31.83)
Loan refunded back by related parties 0.01 0.02 70.72 1.98 24.00
Net (increase) / decrease in fixed
(0.40) - - - 0.12
deposits
Interest received 1.17 0.01 2.18 0.73 0.36
(143.87) (99.16) (451.68) (340.73) (76.85)
Investing activities (B)
Cash flow from Financing activities
Finance cost paid (31.03) (21.90) (100.94) (46.16) (27.74)
Payment of lease liability (8.81) (1.00) (17.01) (3.86) (2.25)
Proceeds from issuance of equity shares - - - 30.01 -
Proceeds from non-current borrowings 70.41 54.83 164.75 553.77 39.91
Repayment of non-current borrowings (36.00) (24.99) (117.01) (272.79) (42.06)
Loans received from related parties (0.00) 19.00 47.93 9.97 57.66
Loans refunded back to related parties (8.40) (19.11) (38.05) (46.94) (30.58)
Net proceed/ (repayment) from current
73.76 87.32 308.83 132.85 117.98
borrowings
75
period period ended ended ended
Particulars
ended June ended June March 31, March 31, March 31,
30, 2024 30, 2023 2024 2023 2022
59.93 94.15 248.50 356.85 112.92
financing activities (C)
-
Net increase/(decrease) in cash and
(0.28) 4.92 (2.35) 1.41 (0.83)
cash equivalents (A+B+C)
Cash and cash equivalents at the
1.27 3.62 3.62 2.21 3.04
beginning of the year
Cash and cash equivalents as at the
0.99 8.54 1.27 3.62 2.21
end of the year (Refer note 11)
1. The Restated Statement of Cash Flows has been prepared in accordance with ‘Indirect method’ as set out in Ind AS - 7 on ‘Statement of
Cash Flows’, as notified under Section 133 of the Companies Act 2013, read with the relevant rules thereunder.
2. Additional Disclosure required under Ind AS 7 "Statement of Cash Flows" Refer note no 40.5.
The above Restated Statement of Cash Flow should be read in conjunction with Material Accounting Policies to Restated Financial Information
in Annexure -V, Notes to the Restated Financial Information appearing in Annexure - VI and Statement of Adjustments to statutory financial
statements and special purpose financial statements as at and for the periods/years ended June 30, 2024, June 30, 2023, March 31, 2024,
March 31, 2023 and March 31, 2022 respectively appearing in Annexure – VII
76
GENERAL INFORMATION
Our Company was originally incorporated as ‘Ajay Poly Private Limited’, a private limited company under the Companies Act,
1956, pursuant to a certificate of incorporation dated June 3, 1980, issued by the RoC. Subsequently, our Company was converted
from a private limited company to a public limited company, pursuant to a resolution passed by the Board of Directors of our
Company on November 6, 2024 and a special resolution passed by the Shareholders of our Company on November 6, 2024 and
the name of our Company was changed from ‘Ajay Poly Private Limited’ to ‘Ajay Poly Limited’ and a fresh certificate of
incorporation, consequent upon change of name, was issued to our Company by the RoC on November 26, 2024.
Corporate Identity Number: U74899DL1980PLC010508
Company Registration Number: 010508
Registered and Corporate Office:
70, Okhla Industrial Estate Phase-III,

South Delhi, New Delhi- 110020, Delhi, India,
For details in relation to the changes in the registered office of our Company, see “History and Certain corporate Matters -
Changes in our registered office” on page 240.
Address of the Registrar of Companies
Our Company is registered with the RoC situated at the following address:
The Registrar of Companies, Delhi and Haryana at New Delhi

4th Floor, IFCI Tower
61, Nehru Place
New Delhi 110 019, India
Board of Directors
Our Board comprises the following Directors as on the date of filing of this Draft Red Herring Prospectus:
Name Designation DIN Address

Rajeev Jain Chairman and Managing Director 00271809 D-6, Kalindi Colony, New Delhi – 110065, India
Bina Jain Executive Director 00271796 D-6, Kalindi Colony, New Delhi – 110065, India
Nitin Jain Executive Director 00071131 D-6, Kalindi Colony, New Delhi – 110065, India
Avanish Singh Executive Director and Chief 09116842 Flat number T B 202, Parsvanath Edens, near
Visen Executive Officer Rayon International School, Alpha-2, greater
Noida, Gautam Buddha Nagar – 201308, Uttar
Pradesh, India
Vinod Kumar Independent Director 03069532 Villa number 24, Confident Bellatrix, Billapur
Srivastava Cross, near Indus International School, Sarjapura,
Bengaluru- 562125, Karnataka, India
Anil Kumar Jha Independent Director 03590871 D-831, Tower 7, Ashiana Upvan, Ahinsha Khand
II, Indirapuram, Ghaziabad – 201014, Uttar
Pradesh, India
Sudhir Arya Independent Director 05135780 E-63, Vikas Marg, Preet Vihar, East Delhi, Delhi –
110092, India
Vikas Modi Independent Director 10049413 Sector-7E, Faridabad, Ballabgarh– 121006,
Haryana, India
For brief profiles and further details of our Directors, see “Our Management” on page 244.
Company Secretary and Compliance Officer
Arun Kumar Upadhyay is the Company Secretary and Compliance Officer of our Company. His contact details are as follows:
Ajay Poly Limited

South Delhi, New Delhi,
Delhi-110020, India.
Telephone: +91 – 11 – 4160 7093
77
E-mail: compliance@applindia.co.in
Investor Grievances
Investors can contact the Company Secretary and Compliance Officer, the Book Running Lead Managers or the Registrar to the
Offer in case of any pre-Offer or post-Offer related matters, such as 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.
All Offer related grievances, other than that of Anchor Investors, may be addressed to the Registrar to the Offer with a copy to
the relevant Designated Intermediary(ies) 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 Form number, Bidder’s DP ID, Client ID, UPI ID, PAN,
date of submission of the Bid cum Application Form, address of the Bidder, number of Equity Shares applied for, the name and
address of the Designated Intermediary(ies) where the Bid cum Application Form was submitted by the Bidder and ASBA
Account number (for Bidders other than RIBs using the UPI Mechanism) in which the amount equivalent to the Bid Amount
was blocked or the UPI ID in case of RIBs using the UPI Mechanism.
Further, the Bidder shall also enclose a copy of the Acknowledgment Slip or provide the acknowledgement number received
from the Designated Intermediaries in addition to the 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 or grievances of
ASBA Bidders.
All Offer-related grievances of the Anchor Investors may be addressed to the Book Running Lead Managers 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 Book Running Lead Managers where the
Anchor Investor Application Form was submitted by the Anchor Investor.
A.Z Book Running Lead Managers
Motilal Oswal Investment Advisors Limited SBI Capital Markets Limited

Motilal Oswal Tower, Rahimtullah Sayani Road Unit No. 1501, 15th floor, A & B Wing,
Opposite Parel ST Depot, Prabhadevi, Mumbai -400025 Parinee Crescenzo Building, G Block,
Maharashtra, India Bandra Kurla Complex, Bandra (East), Mumbai- 400 051,
Telephone: +912271934380 Maharashtra.
E-mail: ajaypoly.ipo@motilaloswal.com Tel: +91 22 4006 9807
Investor Grievance ID: E-mail: ajaypoly.ipo@sbicaps.com
moiaplredressal@motilaloswal.com Investor Grievance ID: investor.relations@sbicaps.com
Website: www.motilaloswalgroup.com Website: www.sbicaps.com
Contact person: Ritu Sharma Contact Person: Sylvia Mendonca
SEBI registration number.: INM000011005 SEBI registration number: INM000003531
Syndicate Members
[●]
Legal Counsel to our Company as to Indian law
M/s. Crawford Bayley & Co.

State Bank Building, 4th Floor
NGN Vaidya Marg
Fort, Mumbai – 400 023
Maharashtra, India.
Telephone: +91 22 2266 3353
Statutory Auditor to our Company
Singhi & Co.

Chartered Accountants,
Unit No. 1704, 17th floor,
World Trade Tower,
DND Flyway, Sector-16,
Noida-201 301, Uttar Pradesh
Telephone: 0120-2970005
78
Email: newdelhi@singhico.com
Firm registration number: 302049E
Peer review number: 014484
Changes in Statutory Auditors
Except as stated below, there has been no change in the statutory auditors of our Company during the last three years immediately
preceding the date of this Draft Red Herring Prospectus:
Particulars Date of change Reason for change

Singhi & Co November 6, 2024 Appointed to fill casual vacancy caused
Chartered Accountants by resignation of M.s JTST & Co. LLP,
Chartered Accountants
Address: Unit No. 1704, 17th floor World Trade Tower,
DND Flyway, Sector-16, Noida-201 301, Uttar Pradesh
Email: newdelhi@singhico.com
Firm registration number: 302049E
Peer review certificate number: 014484
JTST & Co. LLP October 29, 2024 Resignation due to difference in cost
(Formerly Kedia Goel & Co.) structure and competitive quotes from
Chartered Accountants other firms
Address: 506, Tower A1, Spaze I-Tech Park, Sector 49,

Gurugram-122 018, Haryana
Email: jt@innerwave.in
Firm registration number: 022577N/N500413
Peer review certificate number: 015242
Registrar to the Offer
KFin Technologies Limited

Selenium, Tower-B, Plot No. 31 and 32
Financial District anakramguda,
Serilingampally Hyderabad 500 032
Telangana, India
Tel: +91 40 6716 2222/18003094001
E-mail: apl.ipo@kfintech.com
Investor grievance e-mail: einward.ris@kfintech.com
Contact Person: M. Murali Krishna
Website: www.kfintech.com
SEBI Registration No.: INR000000221
Banker(s) to the Offer
Escrow Collection Bank(s)
[●]
Refund Bank(s)
[●]
Public Offer Account Bank(s)
[●]
Sponsor Bank(s)
[●]
Bankers to our Company
Kotak Mahindra Bank Limited HDFC Bank Limited
79
27 BKC, C 27, G Block Bandra Kurla Complex, Bandra (E), Plot No.31, Najafgarh Industrial area, Shivaji Marg, Moti
Mumbai - 400051 Nagar, New Delhi-110015
Maharashtra Telephone: 011-6160-6161
Telephone: 011-41276138 Contact Person: Mayank Pawar
Contact Person: Priyank Sinha Website: https://www.hdfcbank.com
Website: https://www.kotak.com Email: mayank.panwar2@hdfcbank.com
Email: priyank.sinha@kotak.com
Citibank N.A State Bank of India

9th floor, DLF Square, Jacaranda Marg, SME Kundli, Sco 54 – 55 HSIIDC Industrial Area, Kundli –
M-Block, DLF Phase-II, 131 028
Gurgaon-122 002 Telephone: +91 9654795920
Telephone: + 91 9920071066 Contact Person: Mrs. Bharti Khandelwal
Contact Person: Nilanjana Ghosh Website: https://sbi.co.in
Website: https://www.citigroup.com Email: sbi.50270@sbi.co.in
Email: nilanjana.ghosh@citi.com
Designated Intermediaries
Self-Certified Syndicate Banks
The list of SCSBs notified by SEBI for the ASBA process is available at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=35, 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
Bidders using the UPI Mechanism), not Bidding through Syndicate/Sub Syndicate or through a Registered Broker, RTA or CDP
may submit the Bid cum Application 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.
SCSBs 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 and SEBI Circular No.
SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019, and SEBI Circular No. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated
April 20, 2022, UPI Bidders Bidding using the UPI Mechanism may apply through the SCSBs and mobile applications whose
names appears on the website of the SEBI
(https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=40) and
(https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=43) respectively, as 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. This list is also
available at www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=43 appearing in the “list of mobile
applications for using UPI in public issues” displayed on the SEBI website as updated from time to time or any such other
website as may be prescribed by SEBI from time to time. Details of nodal officers of SCSBs, identified for Bids made through
the UPI Mechanism, are available at www.sebi.gov.in.
Syndicate SCSB Branches
In relation to Bids (other than Bids by Anchor Investor 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
(https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=35) and updated from time to time or
any other website 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
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=35 as updated from time to time or any
other website prescribed by SEBI from time to time.
Registered Brokers
Bidders can submit ASBA Forms in the Offer using the stock broker network of the stock exchange, i.e. through the Registered
Brokers at the Broker Centres. The list of the Registered Brokers, including details such as postal address, telephone number and
e-mail address, is provided on the websites of the Stock Exchanges at https://www.bseindia.com/ and https://www.nseindia.com,
as updated from time to time.
80
RTAs
The list of the RTAs eligible to accept ASBA Forms at the Designated RTA Locations, including details such as address,
telephone number and e-mail address, is provided on the websites of the SEBI at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=10 and Stock Exchanges at
https://www.bseindia.com/Static/PublicIssues/RtaDp.aspx and https://www.nseindia.com/products/consent/equities/ipos/asba-
procedures.htm or any such other websites as updated from time to time.
Collecting Depository Participants
The list of the CDPs eligible to accept ASBA Forms at the Designated CDP Locations, including details such as name and
contact details, is provided on the website of the Stock Exchanges at
http://www.bseindia.com/Static/Markets/PublicIssues/RtaDp.aspx? and
http://www.nseindia.com/products/content/equities/ipos/asba_procedures.htm, or any such other websites 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 28, 2024 from the Statutory Auditor, namely, Singhi & 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 Draft 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 Auditors, and in respect of (i) their examination report dated December 26,
2024 on the Restated Financial Information; and (ii) their report dated December 28, 2024 on the statement of possible special
tax benefits in this Draft Red Herring Prospectus and such consent has not been withdrawn as on the date of this Draft Red
Herring Prospectus. However, the term “expert” shall not be construed to mean an “expert” as defined under the U.S. Securities
Act.
Our Company has also received written consent dated December 28, 2024, from D A R P N And Company, Chartered
Accountants, holing a valid peer review certificate from ICAI, to include their name as required under Section 26 of the
Companies Act, 2013 in this Draft Red Herring Prospectus and as an ‘expert’ as defined under Section 2(38) of Companies Act,
2013 in relation to the certificates issued by them in their capacity as an independent chartered accountant to our Company and
such consent has not been withdrawn as on the date of this Draft Red Herring Prospectus.
Our Company has received written consent dated December 19, 2024 from Pankaj Nigam & Associates, practising company
secretary to include their name as the independent practicing company secretary as required under Section 26(1) of the
Companies Act read with the SEBI ICDR Regulations and as an “expert” as defined under Section 2(38) of the Companies Act,
and such consent has not been withdrawn as of the date of this Draft Red Herring Prospectus.
Our Company has received written consent dated December 28, 2024 from Vinod Kumar Goel, chartered engineer to include
their name as the independent chartered engineer as required under Section 26(1) of the Companies Act read with the SEBI
ICDR Regulations and as an “expert” as defined under Section 2(38) of the Companies Act, and such consent has not been
withdrawn as of the date of this Draft Red Herring Prospectus.
Monitoring Agency
Our Company will appoint a monitoring agency prior to the filing of the Red Herring Prospectus in accordance with Regulation
41 of SEBI ICDR Regulations, for monitoring of the utilisation of the Gross Proceeds from the Fresh Issue. For details in relation
to the proposed utilisation of the Gross Proceeds from the Fresh Issue, please see “Objects of the Offer” on page 102.
Appraising Entity
None of the objects of the Offer for which the Net Proceeds will be utilised have been appraised by any bank or financial
institution or any agency.
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.
81
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.
Filing of this Draft Red Herring Prospectus
A copy of this Draft Red Herring Prospectus has been uploaded electronically on the SEBI’s online portal at
https://siportal.sebi.gov.in, in accordance with SEBI master circular bearing reference no. SEBI/HO/CFD/PoD-
2/P/CIR/2023/00094 dated June 21, 2023, in accordance with the instructions issued by the SEBI on March 27, 2020, in relation
to “Easing of Operational Procedure – Division of Issues and Listing – CFD”. Further, physical copies of this Draft Red Herring
Prospectus may be filed with the Securities and Exchange Board of India at:
Securities and Exchange Board of India

Corporation Finance Department
Division of Issues and Listing
SEBI Bhavan, Plot No. C4 A, ‘G’ Block
Bandra Kurla Complex, Bandra (E)
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, 2013 will be filed with the RoC and a copy of the Prospectus to be filed under Section 26 of the Companies
Act, 2013 would be filed with the RoC at its office, and through the electronic portal.
Statement of inter-se allocation of responsibilities among the BRLMs
The responsibilities and coordination by the BRLMs for various activities in this Offer are as follows:
S. No. Activity Responsibility Coordinator
1. Capital structuring with the relative components and formalities such as Motilal Oswal, SBI Motilal Oswal
composition of debt and equity, type of instruments, positioning strategy and CAPS
due diligence of the Company including its operations/management/ business
plans/legal etc. Drafting, design and finalizing of the draft red herring
prospectus, red herring prospectus and prospectus and of statutory /
newspaper advertisements including a memorandum containing salient
features of the prospectus. The BRLMs shall ensure compliance with SEBI
ICDR Regulations and stipulated requirements and completion of prescribed
formalities with the stock exchanges, RoC and SEBI and RoC filings and
follow up and coordination till final approval from all regulatory authorities.
2. Motilal Oswal, SBI Motilal Oswal
Drafting and approval of statutory advertisements
CAPS
3. Drafting and approval of all publicity material other than statutory Motilal Oswal, SBI SBI CAPS
advertisement as mentioned above including corporate advertising, brochure, CAPS
application form, abridged prospectus, etc. and filing of media compliance
report.
4. Appointment of intermediaries –Registrar to the Offer and advertising Motilal Oswal, SBI Motilal Oswal
agency including co-ordination for agreements. CAPS
Motilal Oswal, SBI SBI CAPS
Appointment of intermediaries – Bankers to the Offer, printers, monitoring
5. CAPS
agency to the Offer including co-ordination for agreements.
6. Preparation of road show marketing presentation and frequently asked Motilal Oswal, SBI SBI CAPS
questions CAPS
7. International Institutional marketing of the Offer, which will cover, inter alia: Motilal Oswal, SBI SBI CAPS
 Institutional marketing strategy; CAPS
 Finalizing the list and division of international investors for one-to-one
meetings; and
Finalizing international road show and investor meeting schedule
8. Domestic Institutional marketing of the Offer, which will cover, inter alia: Motilal Oswal, SBI Motilal Oswal
 Institutional marketing strategy; CAPS
82
S. No. Activity Responsibility Coordinator
 Finalizing the list and division of domestic investors for one-to-one
meetings; and
 Finalizing domestic road show and investor meeting schedule
9. Retail marketing of the Offer, which will cover, inter alia: Motilal Oswal, SBI SBI CAPS
 Finalising media, marketing, public relations strategy and publicity CAPS
 budget including list of frequently asked questions at retail road shows
 Finalising collection centres
 Finalising application form
 Finalising centres for holding conferences for brokers etc.
 Follow – up on distribution of publicity; and
 Issue material including form, RHP / Prospectus and deciding on the
 quantum of the Issue material
10. Non-Institutional marketing of the Offer, which will cover, inter alia: Motilal Oswal, SBI Motilal Oswal
 Finalising media, marketing and public relations strategy; and CAPS
 Formulating strategies for marketing to Non – Institutional Investors.
11. Managing the book and finalization of pricing in consultation with the Motilal Oswal, SBI Motilal Oswal
Company CAPS
12. Coordination with Stock Exchanges for anchor intimation, book building Motilal Oswal, SBI SBI CAPS
software, bidding terminals and mock trading. CAPS
.
13. Post bidding activities including management of escrow accounts, coordinate Motilal Oswal, SBI SBI CAPS
non-institutional allocation, coordination with registrar, SCSBs and Bank to CAPS
the Offer, intimation of allocation and dispatch of refund to bidders, etc.
Post-Offer activities, which shall involve essential follow-up steps including

allocation to Anchor Investors, follow-up with Bankers to the Offer and
SCSBs to get quick estimates of collection and advising the issuer about the
closure of the Offer, based on correct figures, finalisation of the basis of
allotment or weeding out of multiple applications, listing of instruments,
dispatch of certificates or demat credit and refunds and coordination with
various agencies connected with the post-issue activity such as registrar to
the Offer, Bankers to the Offer, SCSBs including responsibility for
underwriting arrangements, as applicable.
Payment of the applicable securities transaction tax (“STT”) on sale of

unlisted equity shares by the Selling Shareholder under the Offer for Sale to
the Government
Submission of all post Offer reports including the Initial and final Post Offer
report to SEBI.
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 within the Price Band, which will be decided by our Company, in
consultation with the BRLMs, and if not disclosed in the Red Herring Prospectus, will be advertised all editions of [●], an English
national daily newspaper and all editions of [●], a Hindi national daily newspaper (Hindi being the regional language of New
Delhi, where 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 purpose of uploading on their respective websites. The
Offer Price shall be determined by our Company, in consultation with the BRLMs, after the Bid/Offer Closing Date. For further
details, see “Offer Procedure” on page 425
All Bidders, except Anchor Investors, are mandatorily required to use the ASBA process for participating in the Offer
by providing details of their respective ASBA Account in which the corresponding Bid Amount will be blocked by SCSBs.
In addition to this, the RIBs 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. Except for Allocation to RIBs, Non-Institutional Bidders and the QIBs in the Net QIB Portion, Allocation in
the Offer will be on a proportionate basis. 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
83
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 416 and 425 respectively.
The Book Building Process is in accordance with guidelines, rules and regulations prescribed by SEBI and are subject to
change from time to time. Bidders are advised to make their own judgement about an investment through this process
prior to submitting a Bid.
Bidders should note the Offer is also subject to: (i) obtaining final listing and trading approvals of the Stock Exchanges, which
our Company shall apply for after Allotment within three Working Days of the Bid/Offer Closing Date or such other time period
as prescribed under applicable law, and (ii) acknowledgment of the RoC for filing of the Prospectus with the RoC.
For further details on the method and procedure for Bidding, see “Offer Structure”, “Offer Procedure” and “Terms of the Offer”
on pages 422, 425 and 416, respectively.
Illustration of Book Building and Price Discovery Process
For an illustration of the Book Building Process and the price discovery process, see “Offer Procedure” on page 425.
Underwriting Agreement
The Underwriting Agreement has not been executed as on the date of this Draft Red Herring Prospectus. 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
Promoter Selling Shareholders will enter into an Underwriting Agreement with the Underwriters for the Equity Shares proposed
to be offered through the Offer. Pursuant to the terms of the Underwriting Agreement, the obligations of the Underwriters will
be several and will be subject to certain conditions to closing, as specified therein.
The Underwriting Agreement is dated [●]. The Underwriters have indicated their intention to underwrite the following number
of Equity Shares:
(This portion has been intentionally left blank and will be filled in before filing of the Prospectus with the RoC)
Name, Address, Telephone

Indicative Number of Equity Shares
Number and Email Address of the Amount Underwritten (in ₹ million)
to be Underwritten
Underwriters
[●] [●] [●]
[●] [●] [●]
The above-mentioned is indicative underwriting amount and will be finalised after determination of Offer Price and actual
allocation in accordance with provisions of the SEBI ICDR Regulations.
In the opinion of our Board (based on representations made to our Company by the Underwriters), the resources of the
Underwriters are sufficient to enable them to discharge their respective underwriting obligations in full. The Underwriters are
registered with SEBI under Section 12(1) of the SEBI Act or registered as brokers with the Stock Exchange(s). Our Board / IPO
Committee, will at its meeting accept and enter into the Underwriting Agreement mentioned above on behalf of our Company.
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. The Underwriting
Agreement has not been executed as on the date of this Draft Red Herring Prospectus and will be executed after determination
of the Offer Price and allocation of Equity Shares, but prior to the filing of the Prospectus with the RoC.
84
CAPITAL STRUCTURE
The share capital of our Company, as on the date of this Draft Red Herring Prospectus, is set forth below.
(in ₹, except share data or indicated otherwise)

Aggregate value at Aggregate value
face value at Offer Price(1)
A. AUTHORIZED SHARE CAPITAL
15,00,00,000 Equity Shares of face value ₹1 each 15,00,00,000.00
B. ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL

BEFORE THE OFFER#
102,489,200 Equity Shares of face value ₹1 each 102,489,200.00
C. PRESENT OFFER
Offer of up to [●] Equity Shares of face value ₹1 each aggregating up to ₹ [●] [●]
[●] million(1)
Of which:
Fresh Issue of up to [●] Equity Shares of face value ₹1 each aggregating [●] [●]
up to ₹ 2,380.00 million(1)(3)
Offer for Sale of up to 9,300,000 Equity Shares of face value ₹1 each [●] [●]
aggregating up to ₹ [●] million(2)
D. ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL AFTER

THE OFFER(1)
[●] Equity Shares of face value ₹1 each [●]
E. SECURITIES PREMIUM ACCOUNT

Before the Offer 29,540,000.00
After the Offer(1) [●]
Notes:
*
Subject to finalization of Basis of Allotment
#
Assuming full subscription in the Offer.
To be included upon finalization of the Offer Price.
(1)Our Board has authorised the Offer, pursuant to its resolution dated December 7, 2024. Our Shareholders have authorised the Fresh Issue
pursuant to a special resolution dated December 10, 2024. Further, our Board has taken on record the approval for the Offer for Sale by the
Promoter Selling Shareholders pursuant to its resolution dated December 26, 2024.
(2)Each of the Promoter Selling Shareholders, severally and not jointly, confirmed that they have approved inclusion of their respective Offered
Shares in the Offer for Sale and that their respective Offered Shares have been held by them for a period of at least one year prior to the filing
of this Draft Red Herring Prospectus, therefore being eligible for offer for sale in terms of Regulation 8 of the SEBI ICDR Regulations. For
details on the authorisation by the Promoter Selling Shareholders in relation to the Offered Shares, see “Other Regulatory and Statutory
Disclosures -Authority for the Offer” on page 404.
(3) Our Company, in consultation with the BRLMs, may consider a Pre-IPO Placement of specified securities, as may be permitted under the
applicable law, aggregating up to ₹ 476.00 million at its discretion, prior to filing of the Red Herring Prospectus with the RoC. The Pre-IPO
Placement, if undertaken, will be at a price to be decided by our Company, in consultation with the BRLMs. If the Pre-IPO Placement is
completed, the amount raised pursuant to the Pre-IPO Placement will be reduced from the Fresh Issue, subject to compliance with Rule
19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as amended. The Pre-IPO Placement, if undertaken, shall not exceed 20% of
the size of the Fresh Issue. Prior to the completion of the Offer, our Company shall appropriately intimate the subscribers to the Pre-IPO
Placement, prior to allotment pursuant to the Pre-IPO Placement, that there is no guarantee that our Company may proceed with the Offer or
the Offer may be successful and will result into listing of the Equity Shares on the Stock Exchanges. Further, relevant disclosures in relation
to such intimation to the subscribers to the Pre-IPO Placement (if undertaken) shall be appropriately made in the relevant sections of the Red
Herring Prospectus and the Prospectus.
For details of changes to our Company’s authorised share capital in the last 10 years, see “History and Certain Corporate
Matters – Amendments to the Memorandum of Association” on page 240.
85
Notes to the capital structure of our Company
1. Share capital history of our Company:
(a) Equity share capital
The following table sets forth the history of the equity share capital of our Company:
Number of Cumulative
Date of Face value per Issue price Cumulative
equity Reasons / nature of Nature of paid-up equity
allotment of Name of allottees equity share per equity no of equity
shares allotment consideration share capital
equity shares (in ₹) share (in ₹) shares
allotted (in ₹)
June 3, 1980* 1 equity share to Ajay Khanna and 1 100 100 Allotment pursuant to Cash 2 200.00
equity share to M.M. Kapoor initial subscription
2
pursuant to Memorandum
of Association
June 6, 1980 30 equity shares allotted to Ajay 100 100 Further issue Cash 32 3,200.00
30 Khanna
November 19, 50 equity shares to Ajay Khanna, 50 100 100 Further issue Cash 822 82,200.00
1981^ equity shares to Arjun Khanna, 300
equity shares to Alpha Flex Private
790 Limited, 170 equity shares to M.M.
Khanna, 200 equity shares to Himani
Khanna and 20 equity shares to Kiran
Khanna
April 19, 1986^ 1,500 equity shares to Renu 100 100 Further issue Cash 3,822 382,200.00
3,000 Ahluwalia and 1,500 equity shares to
Arvind Walia
January 3, 1990 215 equity shares to Bina Jain and 100 100 Further issue Cash 4,252 425,200.00
430 215 equity shares to Asha Jain
October 10, 1991 100 equity shares to Deepika Jain, 100 100 Further issue Cash 7,252 725,200.00
450 equity shares to Akhil Jain, 550
equity shares to Nitin Jain, 500 equity
shares to Rajeev Jain, 150 equity
3,000
shares to Sharat Chand Jain, 300
equity shares to Ajay Kumar Jain, 500
equity shares to Abhishek Jain and
450 equity shares to Anuj Jain
November 28, 400 equity shares to Anuj Jain, 700 100 100 Further issue Cash 10,252 1,025,200.00
1991^ 3,000 equity shares to Abhishek Jain, 500
equity shares to Nitin Jain, 650 equity
86
allotted (in ₹)
shares to Akhil Jain, 550 equity
shares to Rajeev Jain and 200 equity
shares to Vinay Kumari Jain
May 15, 1992^ 1,000 equity shares to Akhil Jain, 100 100 Further issue Cash 14,752 1,475,200.00
1,500 equity shares to Abhishek Jain,
4,500 1,000 equity shares to Rajeev Jain,
500 equity shares to Anuj Jain and
500 equity shares to Bina Jain
March 31, 1994 5 equity shares to M.M. Kapoor, 5 100 N.A Bonus issue N.A. 88,512 8,851,200.00
equity shares to Ajay Khanna, 2,390
equity shares to Sharat Chand Jain,
15,165 equity shares to Abhishek
Jain, 2,140 equity shares to Deepika
Jain, 6,900 equity shares to Nitin Jain,
12,155 equity shares to Akhil Jain,
73,760
8,395 equity shares to Anuj Jain,
11,900 equity shares to Rajeev Jain,
2,425 equity shares to Vinay Kumari
Jain, 2,500 equity shares to Asha Jain,
6,640 equity shares to Bina Jain and
3,140 equity shares to Ajay Kumar
Jain
March 29, 2023 1,864 equity shares to Bina Jain, 100 6,439 Rights issue Cash 93,172 9,317,200.00
4,660 1,398 equity shares to Rajeev Jain and
1,398 equity shares to Nitin Jain
Pursuant to resolutions passed by our Board at their meeting held on May 24, 2024 and the Shareholders at their EGM held on June 1, 2024, our Company has sub-divided 931,72 equity
shares of face value of ₹100 each to 931,720 equity shares of face value of ₹10 each.
Pursuant to resolutions passed by our Board at their meeting held on November 26, 2024, and the Shareholders at their EGM held on November 26, 2024, our Company has sub-divided
931,720 equity shares of face value of ₹10 each to 9,317,200 Equity Shares of face value of ₹1 each.
December 18, 93,172,000 35,432,000 Equity Shares to Bina 1 N.A Bonus issue in the ratio of N.A. 102,489,200 102,489,200.00
2024 Jain, 27,952,000 Equity Shares to ten Equity Shares for
Rajeev Jain, 27,952,000 Equity existing one Equity Share
Shares to Nitin Jain, 28,000 Equity
Shares to Vikash Kumar Rajora,
18,600 Equity Shares to Surendra
Singh Negi, 100 Equity Share to
Anuradha Jain, 100 Equity Share to
87
allotted (in ₹)
Kanupriya Jain, 1,397,700 Equity
Shares to Avanish Singh Visen, 9,300
Equity Shares to Basuki Nath
Sharma, 9,300 Equity Shares to Ram
Murti, 28,000 Equity Shares to
Venkataragavarajan Gopalakrishnan,
74,500 Equity Shares to Abhijit
Ravikaran Mirajkar, 28,000 Equity
Shares to Prahlad Khushwaha, 46,600
Equity Shares to Vineet Rai, 93,200
Equity Shares to Sudhir Kumar,
46,700 Equity Shares to Rahul
Kumar, 18,600 Equity Shares to Vipin
Kumar Saini and 37,300 Equity
Shares to Sanjeev Sancheti
TOTAL 102,489,200 102,489,200.00
*Our Company was incorporated on June 3, 1980. The date of subscription to the Memorandum of Association is April 16, 1980 and our Board allotted the Equity Shares pursuant to such subscription to the
Memorandum of Association on June 6, 1980
Ôur Company has been unable to trace certain corporate records in relation to these allotments. Further, we have conducted a search at the RoC for these records but were unable to retrieve them and have
relied on the search report prepared by Pankaj Nigam & Associates, independent practicing company secretary, and their certificate dated December 19, 2024 (“RoC Search Report”). See “Risk Factors –
There have been certain instances of untraceable information for filings done by our Company. Consequently, we may be subject to regulatory actions and penalties for any such non-compliance and our
business, financial condition and reputation may be adversely affected.” on page 29.
88
(b) History of Preference share capital
Our Company does not have preference shares as on the date of this Draft Red Herring Prospectus.
(c) The details of the disposition of Equity Shares by our Promoters (also the Promoter Selling Shareholders), members of
the Promoter Group are set out in the table below:
Except as disclosed below, there have been no disposition of Equity Shares by our Promoters (including Promoter Selling
Shareholders) and the members of the Promoter Group, as on the date of this Draft Red Herring Prospectus.
Name of Transfer Price

S. Date of Nature of Number of equity
the Name of Transferee per equity
No. Transaction Transaction shares disposed
Transferor shares (in ₹)
1. Bina Jain Transfer to Anuradha Jain October 28, 2024 Cash 10 (1)
2. Bina Jain Transfer to Kanupriya Jain October 28, 2024 Cash 10 (1)
3. Bina Jain Transfer to Avanish Singh Visen October 28, 2024 Cash 10 (1)
4. Bina Jain Transfer to Rahul Kumar October 28, 2024 Cash 10 (1)
5. Bina Jain November 29,
Transfer to Avanish Singh Visen Gift N. A. (13,976)
2024
6. Bina Jain November 29, N. A.
Transfer to Rahul Kumar Gift (466)
2024
Transfer to Vikash Kumar Rajora Gift (280)
2024
Transfer to Surendra Singh Negi Gift (186)
2024
Transfer to Basuki Nath Sharma Gift (93)
2024
Transfer to Ram Murti Gift (93)
2024
11. Bina Jain Transfer to Venkataragavarajan November 29, N. A.
Gift (280)
Gopalakrishnan 2024
12. Bina Jain Transfer to Abhijit Ravikiran November 29, N. A.
Gift (745)
Mirajkar 2024
Transfer to Prahlad Khushwaha Gift (280)
2024
Transfer to Vineet Rai Gift (466)
2024
Transfer to Sudhir Kumar Gift (932)
2024
Transfer to Vipin Kumar Saini Gift (186)
2024
Transfer to Sanjeev Sancheti Gift (373)
2024
18. Rajeev Jain November 12, 100
Transfer to Nitin Jain Cash (4,200)
2013
2. Equity Shares issued for consideration other than cash or by way of bonus shares or out of revaluation of reserves
As on the date of this Draft Red Herring Prospectus, our Company has not issued any Equity Shares out of revaluation reserves
since its incorporation.
Except as disclosed below, our Company has not issued any Equity Shares for consideration other than cash or undertaken a
bonus issue since its incorporation:
Benefits if
Number of any that
Face value Issue price per
Date of equity shares Reasons/nature of have
Details of allottees of equity equity share
allotment allotted allotment accrued to
shares (₹) (₹)
our
Company
March 31, 73,760 5 equity shares to 100 N. A Bonus Issue Nil
1994 M.M. Kapoor, 5 equity
shares to Ajay
Khanna, 2,390 equity
shares to Sharat Chand
Jain, 15,165 equity
89
Benefits if
Number of any that
Face value Issue price per
Date of equity shares Reasons/nature of have
Details of allottees of equity equity share
allotment allotted allotment accrued to
shares (₹) (₹)
our
Company
shares to Abhishek
Jain, 2,140 equity
shares to Deepika Jain,
6,900 equity shares to
Nitin Jain, 12,155
equity shares to Akhil
Jain, 8,395 equity
shares to Anuj Jain,
Rajeev Jain, 2,425
equity shares to Vinay
Kumari Jain, 2,500
equity shares to Asha
Jain, 6,640 equity
shares to Bina Jain and
Ajay Kumar Jain
December 93,172,000 35,432,000 Equity 1 N. A Bonus issue in the Nil
18, 2024 Shares to Bina Jain, ratio of ten Equity
27,952,000 Equity Shares for existing
Shares to Rajeev Jain, one Equity Share
27,952,000 Equity
Shares to Nitin Jain,
28,000 Equity Shares
to Vikash Kumar
Rajora, 18,600 Equity
Shares to Surendra
Singh Negi, 100
Equity Share to
Anuradha Jain, 100
Equity Share to
Kanupriya Jain,
1,397,700 Equity
Shares to Avanish
Singh Visen, 9,300
Equity Shares to
Basuki Nath Sharma,
9,300 Equity Shares to
Ram Murti, 28,000
Equity Shares to
Venkataragavarajan
Gopalakrishnan,
to Abhijit Ravikaran
Mirajkar, 28,000
Equity Shares to
Prahlad Khushwaha,
to Vineet Rai, 93,200
Equity Shares to
Sudhir Kumar, 46,700
Equity Shares to
Rahul Kumar, 18,600
Equity Shares to Vipin
Kumar Saini and
to Sanjeev Sancheti
90
3. Issue of equity shares pursuant to Sections 391 to 394 of the Companies Act 1956 or Sections 230 to 234 of the
Companies Act, 2013
Our Company has not issued or allotted any equity shares pursuant to any schemes of arrangement approved under sections 391-
394 of the Companies Act, 1956 or sections 230 - 234 of the Companies Act, 2013.
4. Issue of equity shares at a price lower than the Offer Price in the last one year
Our Company has not issued 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 Draft Red Herring Prospectus.
5. Details of shareholding and share capital of our Promoters, the members of the Promoter Group and Directors
(i) Equity shareholding of our Promoters
As on the date of this Draft Red Herring Prospectus, our Promoters, collectively hold 100,469,600 Equity Shares of face value
₹1 each aggregating to approximately 98.03 % of the pre-Offer Equity Share capital of our Company, as set forth in the table
below:
Pre-Offer Equity Share capital Post-Offer Equity Share capital*

Number of Equity Number of Equity
Sr. No. Name Percentage of Equity Percentage of Equity
Shares of face value Shares of face value
Share capital (%) Share capital (%)
of ₹ 1 each of ₹ 1 each
1. Bina Jain 38,975,200 38.03 [●] [●]
2. Rajeev Jain 30,747,200 30.00 [●] [●]
3. Nitin Jain 30,747,200 30.00 [●] [●]
Total 100,469,600 98.03 [●] [●]
*Subject to finalisation of Basis of Allotment
(ii) Build-up of equity shareholding of our Promoters
The details regarding the build-up of the equity shareholding of our Promoters in our Company since its incorporation is set forth
in the table below^:
Pre-Offer Post - Offer

Date of No of equity Nature of Face Issue/ Nature of transaction Percentage Percentage
allotment/ shares considerations value per Transfer/ of pre-Offer of Equity
transfer/ equity Acquisition Equity Share
acquisition share(₹) price per Share capital of
of equity equity Capital (%) the
shares share(₹) Company
(%)*
Bina Jain
May 28, 545 Cash 100 100 Transfer of equity 0.05 [●]
1986 shares from Arvind
Walia
February 13, 68 Cash 100 100 Transfer of equity 0.00 [●]
1987 shares from Renu
Ahluwalia
January 3, 215 Cash 100 100 Further Issue 0.02 [●]
1990
May 15, 500 Cash 100 100 Further Issue 0.05 [●]
1992
March 31, 6,640 N.A 100 N.A Bonus Issue 0.65 [●]
1994
January 20, 27,336 N.A 100 N.A Transmission of equity 2.67 [●]
2020 shares from Devendra
Chandra Jain
January 20, 100 N.A 100 N.A Transmission of equity 0.01 [●]
2020 shares from Madan
Kumari Jain
March 29, 1,864* Cash 100 6,439 Rights Issue** 0.05 [●]
2023
Pursuant to resolutions passed by our Board at their meeting held on May 24, 2024 and the Shareholders at their EGM held on June 1, 2024,
our Company has sub-divided 93,172 equity shares of face value of ₹100 each to 931,720 equity shares of face value of ₹10 each.
Accordingly, Bina Jain’s shareholding changed from 37,268 equity shares of face value ₹100 each to 372,680 equity shares of face value
₹10 each. ***
91
October 28, (4) Cash 10 10 Transfer of 1 equity 0.00 [●]
2024 share each to Anuradha
Jain, Kanupriya Jain,
Avanish Singh Visen
and Rahul Kumar
November (18,356) N.A 1 Gift Transfer by way of gift 0.16 [●]
29, 2024 of 13,976 Equity
Shares to Avanish
Singh Visen, 466
Equity Shares to Rahul
Kumar, 280 Equity
Shares to Vikash
Kumar Rajora, 186
Equity Shares to
Surendra Singh Negi,
93 Equity Shares to
Basuki Nath Sharma,
93 Equity Shares to
Ram Murti, 280 Equity
Shares to
Venkataragavarajan
Gopalakrishnan, 745
Equity Shares to
Abhijit Ravikiran
Mirajkar, 280 Equity
Shares to Prahlad
Khushwaha, 466
Equity Shares to
Vineet Rai, 932 Equity
Shares to Sudhir
Kumar, 186 Equity
Shares to Vipin Kumar
Saini and 373 Equity
Shares to Sanjeev
Sancheti.
Pursuant to resolutions passed by our Board at their meeting held on November 26, 2024 and the Shareholders at their EGM held on
November 26, 2024, our Company has sub-divided 931,720 equity shares of face value of ₹10 each to 9,317,200 Equity Shares of face
value of ₹1 each. Accordingly, Bina Jain’s shareholding changed from 354,320 equity shares of face value ₹10 each to 3,543,200 equity
shares of face value ₹1 each.
December 35,432,000 N.A. 1 N.A Bonus issue in the ratio 34.57 [●]
18, 2024 of ten Equity Shares for
existing one Equity
Share
Sub-total 38,975,200 38.03
(A)
Rajeev Jain
May 28, 262 Cash 100 100 Transfer of equity
1986 shares from Arvind 0.03
Walia
February 13, 68 Cash 100 100 Transfer of equity
1987 shares from Renu 0.01
Ahluwalia
October 10, 500 Cash 100 100 Further issue [●]
0.05
1991
November 550 Cash 100 100 Further issue [●]
0.05
28, 1991
May 15, 1,000 Cash 100 100 Further issue [●]
0.10
1992
March 31, 11,900 N.A. 100 N.A Bonus Issue [●]
1.16
1994
August 26, 3,091 Other than Cash 100 Other than Transfer of equity [●]
2013 Cash shares from Akhil Jain
0.30
vide a family
settlement deed
September 5,415 Other than Cash 100 Other than Transfer of equity [●]
17, 2013 Cash shares from Vinay
0.53
Kumari Jain vide a
family settlement deed
0.37
17, 2013 Cash shares from Ajay
92
Kumar Jain vide a
17, 2013 Cash shares from Abhishek
0.41
Jain vide a family
settlement deed
November (4,200) Cash 100 100 Transfer to Nitin Jain [●]
(0.41)
12, 2013
March 29, 1,398* Cash 100 6,439 Rights Issue** [●]
0.14
2023
our Company has sub-divided 93,172 equity shares of face value of ₹100 each to 931,720 Equity Shares of face value of ₹10 each.
Accordingly, Rajeev Jain’s shareholding changed from 27,952 equity shares of face value ₹100 each to 279,520 equity shares of face value
₹10 each. .***
value of ₹1 each. Accordingly, Rajeev Jain’s shareholding changed from 279,520 equity shares of face value ₹10 each to 2,795,200 Equity
Shares of face value ₹1 each
existing one Equity
Share
Sub-total 30.00 [●]
30,747,200
(B)
Nitin Jain
May 28, 260 Cash 100 100 Transfer of equity 0.03 [●]
1986 shares from Arvind
Walia
1987 shares from Renu
Ahluwalia
1987 shares from Maneesh
Ahluwalia
October 10, 550 Cash 100 100 Further issue 0.05 [●]
1991
November 500 Cash 100 100 Further issue 0.05 [●]
28, 1991
March 31, 6,900 N.A. 100 N.A Bonus Issue 0.67 [●]
1994
September 75 Other than Cash 100 Other than Transfer of equity 0.01 [●]
17, 2013 Cash shares from Vinay
Kumari Jain vide a
September 13,898 Other than Cash 100 Other than Transfer of equity 1.36 [●]
17, 2013 Cash shares from Abhishek
Jain vide a family
settlement deed
November 4,200 Cash 100 100 Transfer of equity 0.41 [●]
12, 2013 shares from Rajeev
Jain
November 101 Cash 100 100 Transfer of equity 0.01 [●]
26, 2013 shares from D.C Jain
March 29, 1,398* Cash 100 6,439 Rights issue** 0.14 [●]
2023
our Company has sub-divided 931,72 equity shares of face value of ₹100 each to 9,31,720 Equity Shares of face value of ₹10 each.
Accordingly, Nitin Jain’s shareholding changed from 27,952 equity shares of face value ₹100 each to 279,520 equity shares of face value
₹10 each. .***
value of ₹1 each. Accordingly, Nitin Jain’s shareholding changed from 279,520 equity shares of face value ₹10 each to 2,795,200 equity
shares of face value ₹1 each.
existing one Equity
Share
Sub-total 30,747,200 30.00 [●]
(C)
93
Total 100,469,600 98.03 [●]
(A+B+C)
# To be updated at the Prospectus stage.
*The rights equity shares allotted pursuant to the rights issue were fully paid up at the time of allotment.
**The ratio of equity shares as on the record date to the rights equity shares allotted pursuant to the rights issue have been rounded off to
the second decimal
***The record date for the sub-division is December 10, 2024 and the record date for the Bonus Issue is December 17, 2024.
All the Equity Shares held by our Promoters were fully paid-up on the respective dates of acquisition/allotment of such Equity
Shares. Further, none of the Equity Shares held by our Promoters are pledged as of the date of this Draft Red Herring Prospectus.
The entire shareholding of our Promoters is in dematerialised form as of the date of this Draft Red Herring Prospectus.
(iii) Details of Promoter contribution and lock-in
Pursuant to Regulations 14 and 16 of the SEBI ICDR Regulations, an aggregate of 20% of the fully diluted post-Offer Equity
Share capital of our Company held by the Promoters, shall be locked in for a period of eighteen months as minimum Promoter’s
contribution (“Minimum Promoter’s Contribution”) from the date of Allotment since majority of the Net Proceeds is not
proposed to be utilized for capital expenditure and the shareholding of the Promoters 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.
For details of objects of the Offer, see “Objects of the Offer” at page 102.
(a) Details of the Equity Shares to be locked-in for eighteen months from the date of Allotment as Minimum Promoter’s
Contribution are set forth in the table below*:
Date
up to
Date of
which
allotment Percentage
Number Face Percentage the
of Equity Issue/ of the
of Value of the pre- Equity
Shares Acquisition post-
Name of the Equity Nature of per Offer Shares
and price per Offer
Promoters Shares transaction Equity paid-up are
when Equity paid-up
locked- Share capital subject
made Share (₹) capital#
in (₹) (%) to
fully (%)
lock-in
paid-up
[●] [●] [●] [●] [●] [●] [●] [●] [●]

[●] [●] [●] [●] [●] [●] [●] [●] [●]
Total [●] [●] [●] [●] [●] [●] [●] [●]
* To be included in the Prospectus.

# Subject to finalization of Basis of Allotment
(b) Our Promoters have given consent to include such number of Equity Shares held by them as may constitute 20% of the fully
diluted post-Offer Equity Share capital of our Company as the Minimum Promoters’ Contribution. Our Promoters have
agreed not to dispose, sell, transfer, charge, pledge or otherwise encumber in any manner, the Promoter’s Contribution from
the date of filing of this Draft 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.
The Minimum Promoters’ Contribution has been brought in to the extent of not less than the specified minimum lot and from
the persons defined as “promoter” under the SEBI ICDR Regulations.
(c) Our Company confirms 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, please note that:
i. The Equity Shares offered for Minimum Promoter’s Contribution do not include (a) Equity Shares acquired in the three
immediately preceding years for consideration other than cash except for Bonus Issue of Equity Shares and involving any
revaluation of assets or capitalisation of intangible assets in such transaction, (b) Equity Shares resulting from bonus issue
by utilization of revaluation reserves or unrealised profits of our Company or bonus shares issued against Equity Shares,
which are otherwise ineligible for computation of Minimum Promoter’s Contribution.
94
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 except for Bonus
Issue of Equity Shares.
iii. Our Company has not been formed by the conversion of one or more partnership firms or of a limited liability partnership
firm into a Company and hence, no Equity Shares have been issued in the one year immediately preceding the date of this
Draft Red Herring Prospectus pursuant to conversion from a partnership firm.
iv. The equity shares held by the Promoters and offered for Minimum Promoters’ Contribution are not subject to any pledge
6. Details of equity share capital locked-in for six months
In terms of Regulation 17 and 16 (1) (b) of the SEBI ICDR Regulations, except for the Promoters’ Contribution and any
Equity Shares held by our Promoters in excess of Promoter’s Contribution, which shall be locked in as above, entire pre-
Offer Equity Share capital of our Company, shall, unless otherwise permitted under the SEBI ICDR Regulations, be locked
in for a period of six months from the date of Allotment in the Offer. In terms of Regulation 17(c) of the SEBI ICDR
Regulations, Equity Shares held by a venture capital fund or alternative investment fund of category I or category II or a
foreign venture capital investor shall not be locked-in for a period of six months from the date of Allotment, provided that
such Equity Shares shall be locked in for a period of at least six months from the date of purchase by such shareholders.
In terms of Regulation 22 of the SEBI ICDR Regulations, Equity Shares held by our Promoters which are locked-in pursuant
to Regulation 16 of the SEBI ICDR Regulations, may be transferred amongst our Promoters or any member of the Promoter
Group or to any new promoter, subject to continuation of lock-in in the hands of the transferees for the remaining period and
compliance with provisions of the 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. The Equity Shares held by persons other than
our Promoters and locked-in pursuant to Regulation 17 of the SEBI ICDR Regulations, may be transferred to any other person
holding Equity Shares which are locked-in, subject to the continuation of the lock-in in the hands of the transferee for the
remaining period and compliance with the provisions of the Takeover Regulations.
In terms of Regulation 21(b) of the SEBI ICDR Regulations, the Equity Shares held by our Promoters which are locked-in
as per Regulation 16 of the SEBI ICDR Regulations, may be pledged only with scheduled commercial banks or public
financial institutions or systemically important non-banking finance companies or deposit taking housing finance companies
as collateral security for loans granted by such entity, provided that such pledge of the Equity Shares is one of the terms of
the sanctioned loan. However, such lock-in will continue pursuant to any invocation of the pledge and the transferee of the
Equity Shares pursuant to such invocation shall not be eligible to transfer the Equity Shares until the expiry of the lock-in
period stipulated above.
7. There has been no acquisition of equity shares with any special rights including any right to nominate Directors on our Board,
in the immediately preceding three years (including the immediately preceding one year) by our Promoters, members of the
Promoter Group and Shareholders.
8. Lock-in of Equity Shares Allotted to Anchor Investors
Fifty percent (50%) 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, and the remaining fifty percent (50%) of the Equity Shares Allotted to the
Anchor Investors shall be locked in for 90 days from the date of Allotment.
9. Recording on non-transferability of Equity Shares locked-in
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.
10. Other requirements in respect of lock-in
Pursuant to Regulation 21 of the SEBI ICDR Regulations, Equity Shares held by our Promoters 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 deposit taking housing finance company, subject to the following:
(i) With respect to the Equity Shares locked-in for one year 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 or our Subsidiaries for the purpose of financing one or more
of the objects of the Offer and such pledge of the Equity Shares must be one of the terms of the sanction of the loan,
which is not applicable in the context of this Offer.
95
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 the Equity Shares till the relevant lock-in period has expired in terms of the SEBI
ICDR Regulations.
In terms of Regulation 22 of the SEBI ICDR Regulations, Equity Shares held by our Promoters and locked-in, terms of
Regulation 16 of the SEBI ICDR Regulations, may be transferred to and amongst our Promoter and/or any member of our
Promoter Group, if any, or a new promoter or persons in control of our Company, subject to continuation of lock-in, in the
hands of such transferee, for the remaining period and compliance with provisions of the Takeover Regulations , as applicable
and such transferees shall not be eligible to transfer them till the lock-in period stipulated under the SEBI ICDR Regulations
has expired.
Further, in terms of Regulation 22 of the SEBI ICDR Regulations, Equity Shares held by persons (other than our Promoters)
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 Equity Shares which are locked-in along with the Equity Shares proposed to be transferred, subject to
the continuation of the lock-in in the hands of such transferee and compliance with the applicable provisions of the Takeover
Regulations
11. Except for any Equity Shares to be issued pursuant to the Offer, there is no proposal or intention, negotiations and
consideration of our Company 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 issue of Equity Shares (including issue of
securities convertible into or exchangeable for, directly or indirectly into Equity Shares), whether on a preferential basis or
issue of bonus or rights or further public issue of Equity Shares. However, if our Company enters into acquisitions, joint
ventures or other arrangements, our Company may, subject to necessary approvals, consider raising additional capital to fund
such activity or use Equity Shares as consideration for acquisitions or participation in such joint ventures or other
arrangements.
12. Except for the allotment of Equity Shares pursuant to the Offer and the Equity Shares issued pursuant to the ESOP Scheme,
there will be no further issue of Equity Shares whether by way of issue of bonus shares, rights issue, preferential issue or any
other manner during the period commencing from the date of filing of this Draft Red Herring Prospectus until the listing of
the Equity Shares on the Stock Exchanges pursuant to the Offer 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 this is in the event there is a failure of the Offer.
13. There have been no financing arrangements whereby our Promoters, members of the Promoter Group or 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 this Draft Red Herring Prospectus
14. All Equity Shares issued pursuant to the Offer shall be fully paid-up at the time of Allotment and there are no partly paid-up
Equity Shares as on the date of this Draft Red Herring Prospectus.
15. As on the date of this Draft Red Herring Prospectus, the Book Running Lead Managers, its associates, as defined under the
SEBI Merchant Bankers Regulations, do not hold any Equity Shares. The Book Running Lead Managers, its associates may
engage in the 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.
16. Details of Equity Shares held by the members of the Promoter Group, Directors, Key Managerial Personnel and
Senior Management
(i) Other than as disclosed below, none of the members of the Promoter Group hold any Equity Shares in our Company as on
the date of this Draft Red Herring Prospectus:
Pre - Offer Post - Offer

Number of
Sr. Percentage of Percentage of
Name Equity Shares of No. of Equity
No. Equity Share Equity Share
face value of ₹ 1 Shares
capital (%) capital (%)*
each
1. Anuradha Jain 110 Negligible [●] [●]
2. Kanupriya Jain 110 Negligible [●] [●]
Total 220 Negligible [●] [●]
(ii) Other than as disclosed below, none of Directors, Key Managerial Personnel and Senior Managerial Personnel hold any
Equity Shares in our Company as on the date of this Draft Red Herring Prospectus:
96
Number of
Sr. Percentage of Percentage of
Name Equity Shares of No. of Equity
No. Equity Share Equity Share
face value of ₹ 1 Shares
capital (%) capital (%)*
each
Directors / Key Managerial Personnel
1. Bina Jain 38,975,200 38.03 [●] [●]
2. Rajeev Jain 30,747,200 30.00 [●] [●]
3. Nitin Jain 30,747,200 30.00 [●] [●]
4. Avanish Singh Visen 1,537,470 1.50 [●] [●]
Senior Managerial Personnel
5. Abhijit Ravikiran 81,950 0.08 [●] [●]
Mirajkar
6. Sudhir Kumar 102,520 0.10 [●] [●]
7. Vineet Rai 51,260 0.05 [●] [●]
Total 102,242,800 99.76 [●] [●]
*Subject to finalisation of basis of Allotment
For further details, see “Our Management” beginning on page 244.
17. As on the date of this Draft Red Herring Prospectus, our Company has 18 Shareholders.
18. Shareholding pattern of our Company
The table below presents the equity shareholding pattern of our Company as on the date of this Draft Red Herring Prospectus:
97
Shareholdin, Number of
Number of
Number of Voting Rights held in each as a % Shares pledged
Locked in
class of securities assuming full or otherwise
Shareholding Number of shares
(IX) conversion of encumbered
Numbe as a % of shares (XII)
convertible (XIII)
r of Number of Total total number Underlying Number of
Number of securities (
Partly shares number of of shares Outstandin equity shares
Category of Number of fully paid Number of Voting Rights as a
Category paid-up underlying shares held (calculated g held in
shareholder shareholder up equity percentage
(I) equity Depository (VII) as per convertible As a dematerialized
(II) s (III) shares held Total of diluted As a %
shares Receipts =(IV)+(V)+ SCRR, 1957) securities % of form
(IV) as a share of total
held (VI) (VI) (VIII) As a (including Numbe total Number (XIV)
Class eg: Class % of capital) Shares
(V) % of Equity eg: Warrants) r (a) Shares (a)
Total (A+B+ (XI)= held
(A+B+C2) (X) held
Shares Others C) (VII)+(X) As (b)
(b)
a % of
(A+B+C2)
(A) Promoter 5 100,469,820 - - 100,469,820 100,469,820 100,469,820 98.03 0] 98.03 0 0 100,469,820

and
Promoter
Group
(B) Public 13 2,019,380 - - 2,019,380 - 2,019,380 - 2,019,380 1.97- - 1.97 - - 2,019,380
(C) Non - - - - - - - - - - - - - - -
Promoter-
Non Public
(C1) Shares - - - - - - - - - - - - - - -
underlying
DRs
(C2) Shares held -- - - - - - - - - - - - - -

by
Employee
Trusts
Total 18 102,489,200 0 0 102,489,200 100 102,489,200 100.00 0 100.00 100.00 - - 102,489,200
98
19. Details of equity shareholding of the major Shareholders of our Company
a) Set forth below are details of Shareholders holding 1% or more of the paid-up Equity Share capital of our Company as on
the date of this Draft Red Herring Prospectus:
S. No. Name of the Shareholder Number of Equity Shares of face Percentage of the pre-Offer Equity Share
value of ₹1 each held capital on fully diluted basis (%)
1. Bina Jain 38,975,200 38.03
2. Rajeev Jain 30,747,200 30.00
3. Nitin Jain 30,747,200 30.00
4. Avanish Singh Visen 1,537,470 1.50
Total 102,007,070 99.53
b) Set forth below are details of Shareholders holding 1% or more of the paid-up Equity Share capital of our Company 10 days
prior to the filing of this Draft Red Herring Prospectus:
S. No. Name of the Shareholder Number of Equity Shares of face Percentage of the pre-Offer Equity Share
1. Bina Jain 38,975,200 38.03
2. Rajeev Jain 30,747,200 30.00
3. Nitin Jain 30,747,200 30.00
4. Avanish Singh Visen 1,537,470 1.50
Total 102,007,070 99.53
c) Set forth below are details of Shareholders holding 1% or more of the paid-up equity share capital of our Company as of
one year prior to the date of this Draft Red Herring Prospectus.
S. No. Name of the Shareholder Number of equity shares of face Percentage of the pre-Offer equity share
1. Bina Jain 37,268 40.00
2. Rajeev Jain 27,952 30.00
3. Nitin Jain 27,952 30.00
Total 93,172 100.00
d) Set forth below are details of Shareholders holding 1% or more of the paid-up equity share capital of our Company as of
two years prior to the date of this Draft Red Herring Prospectus.
S. No. Name of the Shareholder Number of equity shares of face Percentage of the pre-Offer equity share
1. Bina Jain 35,404 40.00
2. Rajeev Jain 26,554 30.00
3. Nitin Jain 26,554 30.00
Total 88,512 100.00
20. Except as disclosed in “-Build-up of the Equity shareholding of our Promoters in our Company” on page 91, and as disclosed
herein below, none of our Promoters, the members of the Promoter Group, our Directors and their relatives have purchased,
acquired or sold any securities of our Company during the period of six months immediately preceding the date of filing of
this Draft Red Herring Prospectus.
21. As on the date of this Draft Red Herring Prospectus, the Company does not have any shareholders entitled with right to
nominate Directors or any other rights.
22. Our Company shall ensure that any transaction in the Equity Shares by our Promoters and the members of the Promoter
Group during the period between the date of this Draft Red Herring Prospectus with SEBI and the date of closure of the
Offer shall be reported to the Stock Exchanges within 24 hours of such transaction.
23. Our Company, the Promoters, our Directors and the Book Running Lead Managers have no existing buyback arrangements
or any other similar arrangements for the purchase of Equity Shares being offered through the Offer.
24. There are no outstanding warrants, options or rights to convert debentures, loans or other instruments convertible into Equity
Shares, except for the options granted and outstanding under the ESOP Scheme as on the date of this Draft Red Herring
Prospectus.
25. There shall be only one denomination of the Equity Shares, unless otherwise permitted by law.
99
26. Except to the extent of the Equity Shares offered as part of the Offer for Sale, our Promoters and members of the Promoter
Group will not participate in the Offer.
27. No person connected with the Offer, including, but not limited to, the Book Running Lead Managers, the members of the
Syndicate, our Company, our Directors, our Promoters or members of our Promoter Group, shall offer any incentive, whether
direct or indirect, in any manner, whether in cash or kind or services or otherwise to any Bidder for making a Bid.
28. Except as disclosed in this section, our Company has not undertaken any public issue of securities or any rights issue of any
kind or class of securities in terms of SEBI ICDR Regulations, since its incorporation.
29. We confirm that the Company is in compliance with the Companies Act, 1956 and Companies Act, 2013, to the extent
applicable, with respect to issuance of securities since inception till the date of filing of the DRHP. For details with respect
to forms filed by us with the relevant registrars of companies and corporate records which are untraceable in our records,
please see “Risk Factors - There have been certain instances of untraceable information for filings done by our Company.
Consequently, we may be subject to regulatory actions and penalties for any such non-compliance and our business, financial
condition and reputation may be adversely affected ” on page 29.
30. Our Company presently does not intend or propose 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 issue of Equity Shares
(including issue of securities convertible into or exchangeable, directly or indirectly for Equity Shares) whether on a
preferential basis or by way of issue of bonus shares or on a rights basis or by way of further public issue of Equity Shares
or qualified institutions placements or otherwise. Provided, however, that the foregoing restrictions do not apply to the
issuance of any Equity Shares under the Offer or pursuant to exercise of options granted under the ESOP Schemes
31. Except as disclosed in this section, our Company, Promoter, members of Promoter Group and Promoter Selling Shareholders
has not acquired any securities through secondary transactions.
32. None of the Shareholders of our Company are directly or indirectly related to the BRLMs or their associates.
33. Our Company has not raised any bridge loans which are proposed to be repaid from the proceeds of the Offer.
34. Our Company shall comply with such disclosure and accounting norms as may be specified by SEBI from time to time.
35. Employee Stock Option Plan
Our Company, pursuant to the resolution passed by our Board on December 7, 2024 the resolution passed by our
Shareholders’ on December 10, 2024, approved the institution of an employee stock option scheme, namely, Ajay Poly
Limited Employee Stock Option Scheme -2024(“ESOP 2024”) which is in compliance with the Companies Act, 2013 and
the SEBI SBEB Regulations. A maximum of 783,017 options may be issued under ESOP 2024. Each option may be
converted into one equity share upon exercise. The Nomination and Remuneration Committee, which has been empowered
to administer ESOP 2024, has the right to amend the terms and conditions of ESOP 2024, subject to applicable laws. As of
the date of this Draft Red Herring Prospectus, the grants made under the ESOP 2024 are in compliance with the Companies
Act, 2013. All options that shall be granted under the ESOP 2024 have been granted only to persons who are, at the time of
grant, employees of the Company (as such term is defined under the Companies Act, 2013 and the SEBI SBEB Regulations,
as applicable). The details of the ESOP 2024, as certified by Singhi & Co, Chartered Accountants, pursuant to their certificate
dated December 28, 2024 are as follows:
Financial Year 2022 From April 1, 2024 until

Particulars Financial Year 2023 the date of this Draft
Financial Year 2024 Red Herring Prospectus
Total options outstanding as at the beginning of the period Nil
Total options granted 3,52,358
Exercise price of options in ₹ (as on the date of grant options) ₹1
Options forfeited/lapsed/cancelled Nil
Variation of terms of options Nil
Money realized by exercise of options Nil
Total number of options outstanding in force 3,52,358
Total options vested (excluding the options that have been exercised) Nil
NA
Options exercised (since implementation of the ESOP Scheme) Nil
The total number of Equity Shares arising as a result of exercise of granted
Nil
options (including options that have been exercised)
Employee wise details of options granted to: Nil
(a) Key managerial personnel
(i) Avanish Singh Visen 2,30,601
(ii) Deepak Garg 23,060
(iii) Arun Kumar Upadhyay 13,836
100
Financial Year 2022 From April 1, 2024 until
Particulars Financial Year 2023 the date of this Draft
Financial Year 2024 Red Herring Prospectus
(b) Senior management
(i) Vineet Rai 9,224
(ii) Abhijit R. Mirajkar 9,224
(iii) Sudhir Kumar 13,836
(c) Other employees
(i) Vishwajeet Kumar Thakur 13,836
(ii) Rahul Kumar 9,224
(iii) Venkataragavarajan Gopalakrishnan 4,612
(iv) Vipin Saini 4,612
(v) Prahlad Kushwaha 4,612
(vi) Ram Murti 1,845
(vii) Basuki Nath Sharma 2,306
(viii) Shiv Poojan Singh 6,918
(ix) Abhay Manral 4,612
(d) Any other employee who receives a grant in any one year of options
amounting to 5% or more of the options granted during the year
(i) Avanish Singh Visen 2,30,601
(ii) Deepak Garg 23,060
(e) Identified employees who were granted options during any one year
equal to or exceeding 1% of the issued capital (excluding outstanding warrants Nil
and conversions) of the Company at the time of grant
Diluted earnings per share pursuant to the issue of Equity Shares on exercise
Nil
of options in accordance with IND AS 33 ‘Earnings Per Share’
Where the Company has calculated the employee compensation cost using the
intrinsic value of the stock options, the difference, if any, between employee
compensation cost so computed and the employee compensation calculated on Nil
the basis of fair value of the stock options and the impact of this difference, on
the profits of the Company and on the earnings per share of the Company
Description of the pricing formula and method and significant assumptions
used to estimate the fair value of options granted during the year including,
weighted average information, namely, risk-free interest rate, expected life, Nil
expected volatility, expected dividends, and the price of the underlying share
in the market at the time of grant of option
Impact on the profits and on the Earnings Per Share of the last three years if
the accounting policies specified in the Securities and Exchange Board of India
Nil
(Share Based Employee Benefits and Sweat Equity) Regulations, 2021 had
been followed, in respect of options granted in the last three Years
Intention of key managerial personnel and whole-time directors who are
holders of Equity Shares allotted on exercise of options to sell their shares Nil
within three months after the listing of Equity Shares pursuant to the Offer
Intention to sell Equity Shares arising out of the ESOP Scheme or allotted
under an ESOP Scheme within three months after the listing of Equity Shares
by directors, senior managerial personnel and employees having Equity Shares Nil
arising out of the ESOP Scheme, amounting to more than 1% of the issued
capital (excluding outstanding warrants and conversions)
101
OBJECTS OF THE OFFER
The Offer comprises a Fresh Issue of up to [●] Equity Shares aggregating up to ₹ 2,380.00 million and the Offer for Sale of up
to 9,300,000 Equity Shares aggregating up to ₹ [●] million, aggregating up to ₹ [●] million by our Company and an Offer for
Sale by the Promoter Selling Shareholders.
Offer for Sale
The Promoter Selling Shareholders will be entitled to their respective portion of the proceeds of the Offer for Sale after
deducting their proportion of the Offer related expenses and relevant taxes thereon. Our Company will not receive any proceeds
from the Offer for Sale. Further, the proceeds received from the Offer for Sale will not form part of the net proceeds, i.e., gross
proceeds of the Fresh Issue less the Offer related expenses applicable to the Fresh Issue and the Pre-IPO Placement, together
with the proceeds from the Pre-IPO Placemen (“Net Proceeds”). For details of the Promoter Selling Shareholders, see “Other
Regulatory and Statutory Disclosures – Authority for the Offer” on page 404.
For further details, see “- Offer Expenses” on page 119.
Objects of the Fresh Issue
1. Repayment/ prepayment, in full or part, of certain borrowings availed by our Company;
2. Funding capital expenditure requirements towards purchase of equipment, plant and machinery at, Noida Unit-IV, Noida
Unit-V, Karegaon Unit, Shirwal Unit, Chennai Unit, and our Registered and Corporate Office; and
3. General corporate purposes.
(collectively, referred to herein as the “Objects”).
In addition, our Company expects to receive the benefits of listing of the Equity Shares on the Stock Exchanges including
enhancement of our Company’s visibility, brand image among our existing and potential customers and creation of a public
market for our Equity Shares in India.
The main objects clause and objects incidental and ancillary to the main objects as set out in the Memorandum of Association
enables our Company to undertake (i) its existing activities, (ii) the activities proposed to be funded from the Net Proceeds, and
(iii) the activities towards which the loans proposed to be repaid or pre-paid from the Net Proceeds were utilised.
Net Proceeds
The details of the Net Proceeds from the Fresh Issue are summarised in the following table:
(₹ in million)
Particulars Amount
Gross proceeds from the Fresh Issue 2,380.00(3)
(Less) Offer related expenses in relation to the Fresh Issue (1)(2) [●]
Net Proceeds [●]
1. To be finalised upon determination of the Offer Price and will be updated in the Prospectus prior to filing with the RoC.
2. For details with respect to sharing of fees and expenses amongst our Company and the Promoter Selling Shareholders, please refer
to the heading “Offer Expenses” at page 119.
3. Our Company, in consultation with the BRLMs, may consider a Pre-IPO Placement of specified securities, as may be permitted
the RoC. The Pre-IPO Placement, if undertaken, will be at a price to be decided by our Company, in consultation with the BRLMs.
If the Pre-IPO Placement is completed, the amount raised pursuant to the Pre-IPO Placement will be reduced from the Fresh Issue,
subject to compliance with Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as amended. The Pre-IPO Placement,
if undertaken, shall not exceed 20% of the size of the Fresh Issue. Prior to the completion of the Offer, our Company shall
appropriately intimate the subscribers to the Pre-IPO Placement, prior to allotment pursuant to the Pre-IPO Placement, that there
is no guarantee that our Company may proceed with the Offer or the Offer may be successful and will result into listing of the
Equity Shares on the Stock Exchanges. Further, relevant disclosures in relation to such intimation to the subscribers to the Pre-
IPO Placement (if undertaken) shall be appropriately made in the relevant sections of the Red Herring Prospectus and the
Prospectus.
Utilisation of Net Proceeds
102
The Net Proceeds are proposed to be utilised in the following manner:
(In ₹ million)
Particulars Amount which will be financed from
Net Proceeds(1)(2)
Repayment/ prepayment, in full or part, of certain borrowings availed by our 1,190.00
Company
Funding capital expenditure requirements towards purchase of equipment, plant and 649.68
machinery at, Noida Unit-IV, Noida Unit-V, Karegaon Unit, Shirwal Unit, Chennai
Unit, and our Registered and Corporate Office
General corporate purposes [●]
Total [●]
1. To be finalised upon determination of the Offer Price and updated in the Prospectus prior to filing with the RoC. The amount
utilised for general corporate purposes shall not exceed 25% of the Gross Proceeds.
Prospectus.
Proposed schedule of implementation and deployment of Net Proceeds
The following table sets forth the details of the schedule of the expected deployment of the Net Proceeds:
(₹ in million)
Amount Estimated Estimated
already Utilization deployment of Net
Sr. Total estimated
Particulars deployed as from Net Proceeds
No. cost
on November Proceeds Fiscal Fiscal
30, 2024 2026 2027
1. Repayment/ prepayment, in full or part, of 1,190.00 Nil 1,190.00 1,190.00 -
certain borrowings availed by our
Company
2. Funding capital expenditure requirements 649.68 Nil 649.68 562.14 87.54
towards purchase of equipment, plant and
machinery at, Noida Unit-IV, Noida Unit-
V, Karegaon Unit, Shirwal Unit, Chennai
Unit, and our Registered and Corporate
Office
3. General corporate purposes(1) [●] - [●] [●] [●]
Total(2) [●] Nil [●] [●] [●]
1. To be finalised upon determination of the Offer Price and updated in the Prospectus prior to filing with the RoC. The aggregate
amount to be utilised for general corporate purposes shall not exceed 25% of the Gross Proceeds.
Prospectus.
The fund requirements, proposed deployment of funds and the intended use of the Net Proceeds set out above is based on our
current business plan, internal management estimates, valid quotations received from third parties, certificate from an
103
independent project consultant, current circumstances of our business, prevailing market conditions and other commercial
considerations. However, these fund requirements and proposed deployment of Net Proceeds have not been appraised by any
bank or financial institution. We may have to revise our funding requirements and deployment on account of a variety of factors
such as our financial and market condition, our business and growth strategies, our ability to identify and implement growth
initiatives, competitive landscape, general factors affecting our results of operations, financial condition and access to capital
and other external factors such as changes in the business environment or regulatory climate and interest or exchange rate
fluctuations, which may not be within the control of our management. Further, in the event, the Net Proceeds are not utilized
(in full or in part) for the objects of the Offer during the period stated above due to any reason, including (i) the timing of
completion of the Offer; (ii) market conditions outside the control of our Company; and (iii) any other economic, business and
commercial considerations, the remaining Net Proceeds shall be utilized in subsequent periods for the years 2025-2026 and if
not in these years then by year 2026-2027 as may be determined by our Company, in accordance with applicable laws. This
may also entail rescheduling or revising the planned expenditure and funding requirements, including the expenditure for a
particular purpose at the discretion of our management, subject to compliance with applicable law. For details, see “Risk Factors
Our funding requirements and proposed deployment of the Net Proceeds towards repayment and/ or prepayment of all or
certain portion of outstanding borrowing are based on management estimates and have not been independently appraised
by any bank or financial institution. Variations in the utilization of the Net Proceeds would be subject to certain compliance
requirements, and our inability to comply with such requirements may cause an adverse impact on our business and
operations. “on page 51.
Subject to compliance with applicable laws, if the actual utilisation towards any of the Objects, as set out above, is lower than
the proposed deployment, such balance will be used towards any other Object including general corporate purposes, provided
that the total amount to be utilised towards general corporate purposes will not exceed 25% of the Gross Proceeds, in accordance
with the SEBI ICDR Regulations. In case of a shortfall in raising requisite capital from the Net Proceeds towards meeting the
Objects of the Offer, we may explore a range of options including utilising our internal accruals, any additional equity or debt
arrangements or both. We believe that such alternate arrangements would be available to fund any such shortfalls. Further, in
case of any variations in the actual utilization of funds earmarked for the purposes set forth above, increased fund requirements
for a particular purpose may be financed by surplus funds, including from internal accruals, if any, available in respect of the
other purposes for which funds are being raised in the Offer. To the extent our Company is unable to utilise any portion of the
Net Proceeds towards the aforementioned Objects, as per the estimated schedule of deployment specified above, our Company
shall deploy the Net Proceeds in subsequent Fiscals for the years, 2025-2026 and if not in these fiscal then by fiscal 2026-2027
towards the aforementioned Objects as may be determined by our Company, in accordance with applicable law. Our Company
may also utilise any portion of the Net Proceeds, towards the aforementioned Objects of the Offer, ahead of the estimated
schedule of deployment specified above.
Details of the Objects of the Fresh Issue
Our Board at its meeting held on December 28, 2024 approved the Objects of the Offer and the respective amounts proposed to
be utilized from the Net Proceeds for each Object
1. Repayment/ prepayment, in full or part, of certain borrowings availed by our Company
Our Company has entered into various financial arrangements from time to time, with banks and financial institutions. The loan
facilities availed by our Company include borrowings in the form of, inter alia, term loans and working capital facilities including
fund based and non-fund-based borrowings. As at November 30, 2024, our total outstanding borrowings (fund based) amounted
to ₹ 1,290.39 million. For further details on our borrowings, see “Financial Indebtedness” on page 393. Our Company proposes
to utilise an estimated amount of ₹1,190.00.00 million from the Net Proceeds towards full or partial repayment or pre-payment
of certain borrowings availed by our Company. Our Company may avail further loans and/or draw down further funds under
existing loans from time to time.
The selection of borrowings proposed to be repaid/pre-paid amongst our borrowing arrangements availed is based on various
factors including (i) cost of borrowing, including applicable interest rates, (ii) any conditions attached to the borrowings
restricting our ability to prepay the borrowings and time taken to fulfil or obtain waiver for such requirements, and (iii) other
commercial considerations including, among others, the amount of the loans outstanding and the remaining tenor of the loan.
However, the aggregate amount to be utilised from the Net Proceeds towards repayment or prepayment of borrowings (including
refinanced or additional facilities availed, if any), in part or full, would not exceed ₹ 1,190.00 million. The details of the Objects
have been approved by our Board pursuant to its resolution dated December 28, 2024.
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. If the
Net Proceeds are insufficient to the extent required for making payments for such prepayment penalties or premiums, such
excessive amount shall be met from our internal accruals. Given the nature of these borrowings and the terms of repayment or
prepayment, the aggregate outstanding amounts under these borrowings may vary from time to time and our Company may, in
accordance with the relevant repayment schedule, repay or refinance some of the existing borrowings prior to Allotment.
Accordingly, our Company may utilise the Net Proceeds for part prepayment of any such refinanced facilities or repayment of
104
any additional facilities obtained by our Company. However, the aggregate amount to be utilised from the Net Proceeds towards
repayment and/or prepayment, in part or full, of certain borrowings (including refinanced or additional facilities availed, if any),
would not exceed ₹1,190.00 million.
We believe that such repayment and/or pre-payment will help reduce our outstanding indebtedness, debt servicing costs and
improve our debt to equity ratio and enable utilisation of our accruals for further investment in our business growth and
expansion. Additionally, we believe that the leverage capacity of our Company will improve our ability to raise further resources
in the future to fund our potential business development opportunities and plans to grow and expand our business. The following
table provides the details of borrowings availed by our Company as of November 30, 2024, which we have identified to repay
or prepay, in full or in part aggregating up to ₹1,190.00 million, from the Net Proceeds:
105
Amount Amount
Sanctioned outstandin Pre-payment Whether
Date of Rate of
S. Nature of as at g as of Repayment conditions/ utilized for
Lender Current Purpose Tenor Interest per
No. Borrowing November November schedule penalty, if capital
Sanction annum
30, 2024(₹ 30, 2024 (₹ any Expenditure
million) million)
Term Loan Term Loan -
Residual 2% of the
25-01- Purchase of Repo rate +
1 6.70 177.37 Tenor till Monthly prepaid Yes
2024 plant and 3.10% p.a.
January 2025 amount
machinery
Residual 2% of the
Purchase of Repo rate +
22.60 Tenor till Monthly prepaid Yes
plant and 3.10% p.a.
August 2026 amount
machinery
Residual 2% of the
Kotak Mahindra Bank Purchase of Repo rate +
37.30 Tenor till July Monthly prepaid Yes
Limited plant and 3.10% p.a.
2027 amount
machinery
Residual 2% of the
May 2028 amount
machinery
Residual 2% of the
January 2029 amount
machinery
Term Loan 20-10- MCLR +
2 HDFC Bank Limited 44.50 25.73 Term Loan 120 months Monthly - Yes
2018 Spread (1%)
Term Loan 22-01- MCLR +
20.00 Term Loan 84 months Monthly - Yes
2019 Spread (1%)
27-02-
3 ICICI Bank Limited Car Loan 4.00 4.55 Car Loan 60 months Monthly 9.25% NA No
2024
22-02-
Car Loan 1.20 Car Loan 36 months Monthly 9.31% NA No
2024
2% of the
12-04- 4% above
4 State Bank of India Term Loan 337.30 269.43 Term Loan 84 Months Monthly prepaid Yes
2024 EBLR rate
amount
Repayable on
Demand,
2% of the
Kotak Mahindra Bank Working 20-08- Working Capital subject to Repo rate +
5 375.00 123.57 1 Year prepaid No
Limited Capital 2024 Loan annual 3.25%
amount
review/renew
al
Repayable on
2% of the
Working 25-01- Working Capital Maximum 90 Demand, Repo rate +
Kotak Mahindra Bank 230.00 prepaid No
Capital 2024 Loan days subject to 3.25%
amount
annual
106
Amount Amount
Date of Rate of
Sanction annum
30, 2024(₹ 30, 2024 (₹ any Expenditure
million) million)
review/renew
al
2% of the
25-01- working capital
Kotak Mahindra Bank WCTL 5.40 - - Monthly 9.00% prepaid No
2024 term loan
amount
To hedge foreign 2% of the
Kotak Mahindra Bank Forward 20-08- Maximum 12
1.00 - currency NA NA prepaid No
Limited Contract 2024 months
exposure amount
Repayable on
Demand,
4% of the
Working 12-10- Working Capital subject to
6 HDFC Bank Limited 150.00 128.47 1 Year 8.55% overall No
Capital 2023 Loan annual
facility limit
review/renew
al
The spread
will be
modified
basis the T-
Bill 3M rate
applicable on
the loan
booking date
30-09-
7 HDFC Bank Limited Car Loan 0.79 0.77 Car loan 37 months Monthly 10.38% NA No
2024
Repayable on
Demand,
2% of the
Working 12-04- Working Capital subject to 2% above
8 State Bank of India 150.00 144.74 1 Year prepaid No
Capital 2024 Loan annual EBLR rate
amount
review/renew
al
Up to 2% per
annum on the
prepaid
Repayable on
amount in
Demand,
case of loan
9 CITI Bank NA 250.00 85.76 12 Months 9.00% prepayment No
(for the period
review/renew
computed as
al
difference
between the
date of
107
Amount Amount
Date of Rate of
Sanction annum
30, 2024(₹ 30, 2024 (₹ any Expenditure
million) million)
prepayment to
the maturity
date or next
reset date
whichever is
earlier).
However, in
respect of
Facilities with
floating rate
interest, no
such charges
will be
payable if a
prepayment of
such Facility
is made on an
Interest Reset
Date.
Up to 2% per
annum on the
prepaid
amount in
case of loan
prepayment
(for the period
computed as
difference
Repayable on
between the
Demand,
date of
CITI Bank NA 250.00 100.00 6 Months 8.50% prepayment to No
the maturity
review/renew
date or next
al
reset date
whichever is
earlier).
However, in
respect of
Facilities with
floating rate
interest, no
such charges
108
Amount Amount
Date of Rate of
Sanction annum
30, 2024(₹ 30, 2024 (₹ any Expenditure
million) million)
will be
payable if a
prepayment of
such Facility
is made on an
Interest Reset
Date.
Tota
1,609.69 1,290.39
l
* 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
a certificate dated December 28, 2024 from the Statutory Auditor.
109
We may, from time to time, repay, refinance, enter into further financing arrangements or draw down funds from any such
existing borrowing facilities. In such event, we may utilise the Net Proceeds towards repayment/prepayment of any existing or
additional indebtedness which will be selected based on various commercial considerations including, among others, the interest
on the borrowing facility, the amount of the borrowing outstanding and the remaining tenor of the borrowing, levy of prepayment
penalty and quantum, any conditions attached to the borrowings restricting the ability to pre-pay/repay/redeem the borrowings,
receipt of consents for repayment/prepayment from the respective lenders on agreed terms and conditions, presence of onerous
terms and conditions under the facility, other commercial considerations and applicable law governing such borrowings.
As mentioned above, we propose to repay or pre-pay certain loans obtained from State Bank of India from the Net Proceeds.
While State Bank of India is an affiliate of one of the BRLMs, SBI Capital Markets Limited, it is not an associate of our Company
in terms of the Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992. Further, such loans sanctioned
to our Company by State Bank of India are part of their normal commercial lending activity and we do not believe that there is
any conflict of interest under the Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992, as amended,
or any other applicable SEBI rules or regulations. For further details, see “Risk Factors – Internal Risk Factors – Our funding
requirements and proposed deployment of the Net Proceeds towards repayment and/ or prepayment of all or certain portion
of outstanding borrowing are based on management estimates and have not been independently appraised by any bank or
financial institution. Variations in the utilization of the Net Proceeds would be subject to certain compliance requirements,
and our inability to comply with such requirements may cause an adverse impact on our business and operations.” on page
29.
For the purposes of the Offer, our Company has obtained consents and notified the relevant lenders, as is respectively required
under the relevant facility documentation for undertaking the Offer. Further, to the extent our Company may be subject to the
levy of prepayment penalties or premiums, depending on the facility being repaid/prepaid, the conditions specified in the relevant
documents governing such credit facility and the amount outstanding/being pre-paid/repaid, as applicable, payment of such
penalty or premium shall be made from the Net Proceeds. If the Net Proceeds are insufficient to the extent required for making
payments for such prepayment penalties or premiums, such excessive amount shall be met from our internal accruals.
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.
2. Funding capital expenditure requirements towards purchase of equipment, plant and machinery at Noida Unit-
IV, Noida Unit-V, Karegaon Unit, Shirwal Unit, Chennai Unit, and our Registered Office
As on November 30, 2024, our Company operates five manufacturing facilities located in Greater Noida in the NCR, two located
in Maharashtra (Karegaon and Shirwal) and one located in Sanand (Gujarat); Mohali (Punjab); and Chennai (Tamil Nadu). In
order to support our growth strategy and enhance market position with focus on additional capacity for manufacturing of
toughened glass, magnetic strips and rigid profile extrusion, and operational efficiency, we intend to increase our manufacturing
capacity at our existing facility at Noida Unit-IV, Noida Unit-V, Karegaon Unit, Shirwal Unit, Chennai Unit, and our Registered
Office. Accordingly we intend to utilize up to ₹ 649.68 million towards purchase of machinery for additional capacity for
manufacturing of toughened glass, magnetic strips and rigid profile extrusion at our existing production facilities Noida Unit-
IV, Noida Unit-V, Karegaon Unit, Shirwal Unit, Chennai Unit, and our Registered Office in order to increase the automated
processes available at such facilities as well as for the replacement of existing machinery, for facility improvisations. Our
investment in new machinery for automation and modernization and/or replacement seeks to strategically enhance our
operational efficiency, improve product quality, reduce costs and maintain a competitive edge.
We invest significantly in advanced machinery and equipment to support our manufacturing operations. The following table sets
forth details of our Company’s capital expenditure, for the years indicated:

Fiscal 2022 Fiscal 2023 Fiscal 2024 period ended period ended
June 30, 2023 June 30, 2024
Capital
expenditure
₹ gross ₹ gross ₹ gross ₹ gross ₹ gross
million fixed million fixed million fixed million fixed million fixed
assets assets assets assets assets
Total Capital 101.39 18.87% 487.31 61.36% 413.77 35.65% 28.19 2.71% 88.97 6.74%
Expenditure
110
Our Company has received quotations from various vendors for the proposed capital expenditure and is yet to place any orders or enter into definitive agreements for purchase of plant and
machinery. Our total estimated cost of purchase of plant and machinery as estimated by our management and based on the valid quotations received from various vendors is ₹649.68 million
and we intend to fund these out of the Net Proceeds, and any expenses in excess thereof shall be met from our internal accruals. An indicative list of such machinery that we intend to purchase
for deployment at our principal production facilities at Noida Unit-IV, Noida Unit-V, Karegaon Unit, Shirwal Unit, Chennai Unit, and our Registered Office based on management estimates,
along with details of the quotations, have been set forth:
I. Noida Unit-IV
Total cost (in ₹
Cost per unit (in ₹
million)
Name of million) (exclusive
Machine / System Description Quantity (inclusive of GST Date of quotation Validity
vendor of GST and freight
and freight
charges)
charges)
Office LTSC Standard 2024 0.04 12
Windows Server 2022 - 1 User CAL 0.00 24
Windows GGWA - Windows 11 Pro - Legalization 0.01 6
-Dell Latitude Laptop Model No. 3440
12th Gen Core i5 @ 1235U/ 8GB DDR-4 RAM/ 512GB PCIe NVMe SSD/ 14”FHD
Display/ Integrated HD Graphic, HD Audio, Gigabit LAN, Dual Band wireless, Pioneer 0.05 6
Bluetooth, HD Camera/ Backlite Keyboard/ Win 11Pro/ 3 Year ADP Warranty/ Carry Technologies November 16,
Case 1.33 6 months
Private 2024
Dell latitude laptop model no. 3440 Limited
12th Gen Core i3 @ 1215U/ 8GB DDR-4 RAM/ 512GB PCIe NVMe SSD/ 14” HD
Display/ Integrated HD Graphic, HD Audio, Gigabit LAN, Dual Band wireless,
Bluetooth, HD Camera/ Backlite Keyboard/ Win 11Pro/ 3 Year ADP Warranty/ Carry 0.05 4
Case
51/105 Conical Extruder

· Screw & Barrel design and manufacturing absorb European advanced technology
· Screw and Barrel material： SKD material Innotech 1.53 6
· adopt original famous electric components with high steady running quality . Advance
November 24,
Machines 16.25 180 days
2024
RKC temperature controller、 Delta speed regulator、low-voltage breaker. Private
150 Mm 2 Feet * 8 Feet Indian Calibration Table Limited 0.19 6
Imported Haul Off 150 MM 0.35 6
Cutter 150 MM 0.18 6
TOTAL 17.58
II. Noida Unit-V
111
Total cost (in ₹
Cost per unit (in
million)
₹ million)
Machine / System (inclusive of
Name of vendor (exclusive of Quantity Date of quotation Validity
Description GST and
GST and freight
freight
charges)
charges)
APL- 5 Colour Digital Printing Machine with LED
APL Machinery Private Limited 42.5 1 50.39 December 12, 2024 6 months
UV System
True Colors Solutions & Technologies India
Platinum UV 2512 3.35 4 16.05 November 26, 2024 180 days
Private Limited
XCW7-2212 seven chambers sputtering coating 103.09 (USD
Guangdong Zhenua Technology Co. Limited 1 132.73 November 26, 2024 180 days
machine 1,220,000)
Emerson/Vertiv 500KVA Model: EXL S-1 4.00 1
Exide SMF Battery bank backup of 10 minutes 0.02 120
Rack and interconnecting cables along with gar
FLIP IT Technologies Pvt. Ltd 8.39 November 26, 2024 6 months
sheet for housing and connecting 3 banks of 200 ah 0.75 1
along with battery to UPS cable
Installation and commissioning 0.10 1
SPM automatic CNC Edge Grinding Machine Batla Engineering Company 3.60 2 8.65 November 26, 2024 6 months
Glass laser cutting machine
1.14 (USD
Jinan Hanteng Laser Technology Co., Ltd 2 3.69 November 24, 2024 6 months
HT3060 Pro+ 13,500)
Laser Parameters
12.84 (USD
Glass Tempering Furnace QX-GTH 1230AA-DSc Hangzhou Glass Technology Company Limited 2 33.50 November 26, 2024 May 25, 2025
152,000.00)
Adam Brand Screw Compressor
Double Stage Variable Speed Rotary Screw Air 3.90 2
Compressor
Adam Screw Compressors Private Limited 14.59 November 26, 2024 May 31, 2025
Air Receiver 10000 litres at 10bar working pressure 0.93 2
Refrigerated Air Dryer suitable for above
1.16 2
compressor operation
Anhui Chaoyang Glass Machinery Import & 2.54 (USD 6 months (May
CY-CNC-4228 fully automatic cutting line 1 3.47 November 26, 2024
Export Company Limited 30,000.00) 25, 2025)
SY-1000-6-2double
Bengbu Glass Tech Tran Ding Company 3.04 (USD 6 months (May
C-polishing and arris up & down + safety corner 4 16.61 November 26, 2024
Limited 36,000) 25, 2025)
Glass Washing and Drying machine 0.25 (USD 3,000) 4
Containers
Shanghai Beitang Machinery Factory 0.04 (USD 500) 1 2.12 November 26, 2024 6 months
40 ft
Support frame for machines 0.01 (USD 100) 2
Windows Server 2022 Standard - 16 Core License
0.08 0
Pack
Pioneer Technologies Private Limited 1.62 November 16, 2024 6 months
-Dell Latitude Laptop Model No. 3440 0.05 6
112
Total cost (in ₹
Cost per unit (in
million)
₹ million)
Machine / System (inclusive of
Name of vendor (exclusive of Quantity Date of quotation Validity
Description GST and
GST and freight
freight
charges)
charges)
12th Gen Core i5 @ 1235U/ 8GB DDR-4 RAM/
512GB PCIe NVMe SSD/ 14”FHD Display/
Integrated HD Graphic, HD Audio, Gigabit LAN,
Dual Band wireless, Bluetooth, HD Camera/
Backlite Keyboard/ Win 11Pro/ 3 Year ADP
Warranty/ Carry Case
Dell latitude laptop model no. 3440
12th Gen Core i3 @ 1215U/ 8GB DDR-4 RAM/
512GB PCIe NVMe SSD/ 14” HD Display/
Integrated HD Graphic, HD Audio, Gigabit LAN,
0.05 7
Dual Band wireless, Bluetooth, HD Camera/
Backlite Keyboard/ Win 11Pro/ 3 Year ADP
Warranty/ Carry Case
HPE ProLiant DL380 Gen11 (2U Rack Server) 1.92 0

Ansys CFD Premium - Paid Up + TECS CADFEM India Private Limited 2.75 November 15, 2024 May 31, 2025
TOTAL 291.79
III. Karegoan Unit
Cost per unit Total cost (in

(in ₹ million) ₹ million)
(exclusive of (inclusive of Date of
Machine / System Name of vendor Quantity Validity
GST and GST and quotation
freight freight
charges) charges)
APL- 5 Colour Digital Printing Machine with LED UV System December 12,
APL Machinery Private Limited 42.5 1 50.39 6 months
- 2024
True Colors Solutions & Technologies November 26,
Platinum UV 2512 3.35 6 24.07 180 days
India Private Limited 2024
HVAC high side 2.71 1

Aumex Cleanroom India Private November 26,
7.97 6 months
HVAC low side Limited 1.97 1 2024
PUF panelling work 1.96 1
Emerson/Vertiv 500KVA
4.00 1
Model: EXL S-1 November 26,
FLIP IT Technologies Pvt. Ltd 8.39 6 months
Exide SMF Battery bank 2024
0.02 120
backup of 10 minutes
113
freight freight
charges) charges)
Rack and interconnecting cables along with gar sheet for housing
0.75 1
and connecting 3 banks of 200 ah along with battery to UPS cable
Heavy Duty Pallet Rack
0.04 40
November 22,
Still Storage Systems Private Limited 6.15 180 days
2024
Main Unit:
0.04 91
Heavy Duty Pallet Rack
EVX 30 HVT-2125 PLUS 1.22 1
Battery Charger 0.07 1
November 22,
Side shifter assembly + 3 spool control valve in lieu of 2 spool KION India Private Limited 1.72 180 days
0.15 1 2024
control valve + hose take up unit/hose reel
Freight charges from Pune to site in surajpur 0.04 1
November 26,
SPM automatic CNC Edge Grinding Machine Batla Engineering Company 3.6 2 8.65 6 months
2024
Jinan Hanteng Laser Technology Co., 1.14 (USD November 24,
HT3060 Pro+ 2 3.69 6 months
Ltd 13,500) 2024
Laser Parameters
Hangzhou Glass Technology 12.84 (USD November 26,
Glass Tempering Furnace QX-GTH 1230AA-DSc 2 33.5 May 25, 2025
Company Limited 152,000.00) 2024
3.9 2
Double Stage Variable Speed Rotary Screw Air Compressor Adam Screw Compressors Private November 26,
14.59 May 31, 2025
Air Receiver 10000 litres at 10bar working pressure Limited 0.93 2 2024
Refrigerated Air Dryer suitable for above compressor operation 1.16 2
Anhui Chaoyang Glass Machinery 2.54 (USD November 26, 6 months (May
CY-CNC-4228 fully automatic cutting line 1 3.47
Import & Export Company Limited 30,000.00) 2024 25, 2025)
SY-1000-6-2double Bengbu Glass Tech Tran Ding 3.04 (USD November 26, 6 months (May
4 16.61
C-polishing and arris up & down + safety corner Company Limited 36,000) 2024 25, 2025)
0.25 (USD
Glass Washing and Drying machine 4
3,000)
Containers 0.04 (USD November 26,
Shanghai Beitang Machinery Factory 1 2.12 6 months
40 ft 500) 2024
0.01 (USD
Support frame for machines 2
100)
Windows Server 2022 - 1 User CAL 0 23 November 16,
Pioneer Technologies Private Limited 1.37 6 months
Windows GGWA - Windows 11 Pro - Legalization 0.01 4 2024
-Dell Latitude Laptop Model No. 3440 0.05 5
114
freight freight
charges) charges)
12th Gen Core i5 @ 1235U/ 8GB DDR-4 RAM/ 512GB PCIe
NVMe SSD/ 14”FHD Display/ Integrated HD Graphic, HD Audio,
Gigabit LAN, Dual Band wireless, Bluetooth, HD Camera/ Backlite
Keyboard/ Win 11Pro/ 3 Year ADP Warranty/ Carry Case
NVMe SSD/ 14” HD Display/ Integrated HD Graphic, HD Audio, 0.05 5
Gigabit LAN, Dual Band wireless, Bluetooth, HD Camera/ Backlite
Keyboard/ Win 11Pro/ 3 Year ADP Warranty/ Carry Case
TOTAL 182.68
IV. Shirwal Unit

Total cost (in
Cost per unit (in ₹ ₹ million)
Machine / System million) (exclusive of (inclusive of
Name of vendor Quantity Date of quotation Validity
Description GST and freight GST and
charges) freight
charges)
Dispersion Kneader 75 Ltrs Ravi Engineering
3.48 2 8.38 November 26, 2024 6 months
Batch Capacity Kg: 75-100 Corporation
Zhoushan Dinghai Jingke 1.79 (USD
SJ75 dual plastic magnet extrusion line Extrusion Machine 21,199.00) 4 9.92 December 13, 2024 6 months
Factory
NVMe SSD/ 14”FHD Display/ Integrated HD Graphic, HD
0.05 4
Audio, Gigabit LAN, Dual Band wireless, Bluetooth, HD Camera/
Backlite Keyboard/ Win 11Pro/ 3 Year ADP Warranty/ Carry Pioneer Technologies
1.41 November 16, 2024 6 months
Case Private Limited
NVMe SSD/ 14” HD Display/ Integrated HD Graphic, HD Audio,
Gigabit LAN, Dual Band wireless, Bluetooth, HD Camera/ 0.05 6
Backlite Keyboard/ Win 11Pro/ 3 Year ADP Warranty/ Carry
Case
TOTAL 19.71
115
V. Chennai Unit
Cost per Total cost
unit (in ₹ (in ₹ mn)
million) (inclusive
Date of
Machine / System Description Name of vendor (exclusive of Quantity of GST Validity
quotation
GST and and
freight freight
charges) charges)
December
APL- 5 Colour Digital Printing Machine with LED UV System APL Machinery Private Limited 42.5 1 50.39 6 months
12, 2024
HVAC high side 2.71 1
Aumex Cleanroom India Private November
HVAC low side 1.97 1 7.97 6 months
Limited 26, 2024
PUF panelling work 1.96 1
Emerson/Vertiv 500KVA
4 1
Model: EXL S-1
Exide SMF Battery bank
0.02 120
backup of 10 minutes
November
FLIP IT Technologies Pvt. Ltd 8.39 6 months
26, 2024
Rack and interconnecting cables along with gar sheet for housing and connecting 3 banks of
0.75 1
200 ah along with battery to UPS cable

November
SPM automatic CNC Edge Grinding Machine Batla Engineering Company 3.6 2 8.65 6 months
26, 2024
Jinan Hanteng Laser Technology Co., 1.14 (USD November
HT3060 Pro+ 2 3.69 6 months
Ltd 13,500) 24, 2024
Laser Parameters
Hangzhou Glass Technology 12.84 (USD November May 25,
Glass Tempering Furnace QX-GTH 1230AA-DSc 1 16.75
Company Limited 152,000.00) 26, 2024 2025
3.9 1
Double Stage Variable Speed Rotary Screw Air Compressor
Air Receiver 10000 litres at 10bar working pressure 0.93 1
Adam Screw Compressors Private November May 31,
7.29
Limited 26, 2024 2025
Refrigerated Air Dryer suitable for above compressor operation 1.16 1
6 months
Anhui Chaoyang Glass Machinery 2.54 (USD November
CY-CNC-4228 fully automatic cutting line 1 3.47 (May 25,
Import & Export Company Limited 30,000.00) 26, 2024
2025)
SY-1000-6-2double 6 months
Bengbu Glass Tech Tran Ding 3.04 (USD November
2 8.31 (May 25,
C-polishing and arris up & down + safety corner Company Limited 36,000) 26, 2024
2025)
116
Cost per Total cost
unit (in ₹ (in ₹) mn
million) (inclusive
Date of
Machine / System Description Name of vendor (exclusive of Quantity of GST Validity
quotation
GST and and
freight freight
charges) charges)
0.25 (USD
Glass Washing and Drying machine 2
3,000)
November
Shanghai Beitang Machinery Factory 1.03 6 months
0.04 (USD 26, 2024
Containers 40 ft 0
500)
0.01 (USD
Support frame for machines 1
100)
Windows Server 2022 - 1 User CAL 0 21
-Dell Latitude Laptop Model No. 3440 Pioneer Technologies Private November
1.2 6 months
12th Gen Core i5 @ 1235U/ 8GB DDR-4 RAM/ 512GB PCIe NVMe SSD/ 14”FHD Display/ Limited 16, 2024
0.05 4
Integrated HD Graphic, HD Audio, Gigabit LAN, Dual Band wireless, Bluetooth, HD
Camera/ Backlite Keyboard/ Win 11Pro/ 3 Year ADP Warranty/ Carry Case
12th Gen Core i3 @ 1215U/ 8GB DDR-4 RAM/ 512GB PCIe NVMe SSD/ 14” HD Display/
0.05 5
TOTAL 117.14
VI. Registered Office

Total cost (in ₹
million)
Name of Cost per unit (in ₹ (inclusive of Date of
Machine / System Description Quantity Validity
vendor million) GST and quotation
freight
charges)
Windows Server 2022 Standard - 16 Core License Pack 0.08 10
Windows Server 2022 - 1 User CAL Pioneer 0.00 140
November 16,
Technologies 20.79 6 months
2024
Private Limited
117
Total cost (in ₹
million)
Name of Cost per unit (in ₹ (inclusive of Date of
Machine / System Description Quantity Validity
vendor million) GST and quotation
freight
charges)
12th Gen Core i5 @ 1235U/ 8GB DDR-4 RAM/ 512GB PCIe NVMe SSD/ 14”FHD
0.05 25
Display/ Integrated HD Graphic, HD Audio, Gigabit LAN, Dual Band wireless, Bluetooth,
HD Camera/ Backlite Keyboard/ Win 11Pro/ 3 Year ADP Warranty/ Carry Case
12th Gen Core i3 @ 1215U/ 8GB DDR-4 RAM/ 512GB PCIe NVMe SSD/ 14” HD Display/
0.05 23
HPE ProLiant DL380 Gen11 (2U Rack Server) 1.92 3
CADFEM India November 15,

Ansys CFD Premium - Paid Up + TECS 2.75 1 May 31, 2025
Private Limited 2024
TOTAL 20.79
The rate of conversion taken is 1 USD = INR 84.50 as on November 30, 2024*
*The previous working day, not being a public holiday, has been considered.
118
In relation to the purchase of machinery as set out above, we have not entered into any definitive agreements with any of these
vendors and there can be no assurance that the same vendors would be engaged to eventually supply the machinery or at the
same costs. The quantity of machinery to be purchased will be based on management estimates and our business requirements.
In addition to estimated expenses mentioned above, there may be revision in the final amounts payable towards these quotations
pursuant to any taxes, levies payable and/or freight or installing cost, if any, on such item. Our Company shall have the flexibility
to deploy such machinery according to the business requirements of our Company and based on estimates of our management.
No second-hand or used machinery is proposed to be purchased out of the Net Proceeds. Each of the units of machinery
mentioned above is proposed to be acquired in a ready-to-use condition, post installation and commissioning requirement.
Further, the Promoters, Directors, Key Managerial Personnel and the Group Company do not have any interest in the proposed
acquisition of the machinery or in the entity from which we have obtained quotations in relation to such proposed acquisition
of the machinery and our Company has confirmed that such entities do not form part of our Promoter Group or Group Company.
Means of finance for purchase of equipment, plant and machinery
The fund requirements for purchase of equipment, plant and machinery for our manufacturing facilities at Noida Unit-IV, Noida
Unit-V, Karegaon Unit, Shirwal Unit, Chennai Unit, and our Registered Office are proposed to be entirely funded from the Net
Proceeds. Accordingly, we confirm that there is no requirement for us to make firm arrangements of finance under Regulation
7(1)(e) the SEBI ICDR Regulations through verifiable means towards at least 75% of the stated means of finance, excluding the
amount to be raised through the Fresh Issue or through existing identifiable internal accruals.
3. General Corporate Purposes
Our Company proposes to deploy the balance Net Proceeds, aggregating to ₹ [●] million, towards general corporate purposes as
approved by our management from time to time, subject to such utilisation 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, without limitation, business development initiatives, design and development, meeting any expense including
salaries and wages, rent, administration costs, insurance premiums, repairs and maintenance, payment of taxes and duties,
inorganic opportunities and similar other expenses incurred in the ordinary course of our business any of the other Objects,
payment of liabilities, capital expenditure or towards any exigencies. The quantum of utilisation 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, from time to time, subject to compliance with applicable law.
In addition to the above, our Company may utilise the Net Proceeds towards other purposes considered expedient and as approved
periodically by our Board, subject to compliance with necessary provisions of the Companies Act. Our Company’s management
shall have flexibility in utilising surplus amounts, if any. 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. 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.
Interim use of Net Proceeds
The Net Proceeds pending utilisation for the purposes stated in this section, shall be deposited only with scheduled commercial
banks included in the Second Schedule of the Reserve Bank of India Act, 1934, as amended. In accordance with Section 27 of
the Companies Act, our Company confirms that it shall not use the Net Proceeds for buying, trading or otherwise dealing in
equity shares of any other listed company or for any investment in the equity markets.
Bridge Financing Facilities
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 proposed to be repaid from the Net Proceeds. However, depending upon business requirements, our Company may
consider raising bridge financing facilities, including through secured or unsecured loans or any short-term instrument like non-
convertible debentures, commercial papers etc. pending receipt of the Net Proceeds. If any bridge financing is availed to fund
any of the objects mentioned above, then the same would be repaid out of the IPO proceeds and such utilization (towards
repayment of Bridge Loan) shall be construed to be done for the specific object itself.
A.Z Offer Expenses
The total Offer related expenses are estimated to be approximately ₹ [●] million. The Offer related expenses primarily include
fees payable to the BRLM and legal counsels, fees payable to the Auditors, brokerage and selling commission, underwriting
commission, commission payable to Registered Brokers, RTAs, CDPs, SCSBs’ fees, Sponsor Banks’ fees, Registrar’s fees,
119
printing and stationery expenses, advertising and marketing expenses and all other incidental and miscellaneous expenses for
listing the Equity Shares on the Stock Exchanges.
All Offer expenses, except (a) listing fees, which will be borne by the Company; and (b) fees and expenses in relation to the
legal counsel to the Promoter Selling Shareholders which shall be borne by the respective Promoter Selling Shareholders, will
be shared, between our Company and the Promoter Selling Shareholders on a pro-rata basis (including all applicable taxes,
except STT and withholding taxes, if any, which shall be borne by the respective Promoter Selling Shareholder), in proportion
to the Equity Shares issued and allotted by our Company in the Fresh Issue and the Offered Shares sold by the Promoter Selling
Shareholders in the Offer for Sale, respectively, as may be mutually agreed and in accordance with applicable law. Any expenses
paid by our Company on behalf of the Promoter Selling Shareholders in the first instance will be reimbursed to our Company,
on behalf of the Promoter Selling Shareholders to the extent of its respective proportion of Offer related expenses. The Offer
expenses shall be payable in accordance with the arrangements or agreements entered into by our Company and Promoter selling
shareholders with the respective Designated Intermediary even if company fails to open its issue during the period of validity of
SEBI's observations.
The break-up for the estimated Offer expenses is set forth below:
Estimated As a % of the total As a % of the

Activity expenses1 (in estimated Offer total Offer
₹million) expenses1 size1
Book Running Lead Manager’s fees [●] [●] [●]
Commission/processing fee for SCSBs, Sponsor Bank(s)
and Bankers to the Offer. Brokerage, underwriting
commission and selling commission and bidding charges [●] [●] [●]
for Members of the Syndicate, Registered Brokers, RTAs
and CDPs 234 5
Fees payable to the Registrar to the Offer [●] [●] [●]
Fees payable to the other advisors to the Offer [●] [●] [●]
Statutory Auditors, for issuing the Restated Financial
Information, for providing the statement of special direct
and indirect tax benefits available to our Company and to
[●] [●] [●]
our Shareholders, and to verify the details and provided
certifications with respect to certain information included
in the DRHP
Independent chartered engineer, in respect of the (i)
installed capacity, production and capacity utilization of [●] [●] [●]
the manufacturing operations of our Company;
Industry Report provider for preparing the industry report,
[●] [●] [●]
commissioned and paid for by our Company
Others [●] [●] [●]
- Listing fees, SEBI filing fees, upload fees, BSE &
NSE processing fees, book building software fees [●] [●] [●]
and other regulatory expenses
- Printing and distribution of issue stationery [●] [●] [●]
- Advertising and marketing expenses [●] [●] [●]
- Fee payable to legal counsels [●] [●] [●]
- Insurance in connection with the Offer [●] [●] [●]
- Miscellaneous [●] [●] [●]
1. Amounts will be finalised and incorporated in the Prospectus on determination of Offer Price.
2. Selling commission payable to the SCSBs on the portion for Retail Individual Investors and Non-Institutional Investors
which are directly procured and uploaded by the SCSBs, would be as follows:
Portion for Retail Individual Investors* [●]% of the Amount Allotted (plus applicable taxes)
Portion for Non-Institutional Investors* [●]% of the Amount Allotted (plus applicable taxes)
*Amount Allotted is the product of the number of Equity Shares Allotted and the Offer Price
No additional uploading/processing charges shall be payable by our Company and the Promoter Selling Shareholders to the
SCSBs on the Bid cum Applications Forms directly procured by them.
3. Processing fees payable to the SCSBs on the portion for Retail Individual Bidders and Non-Institutional Bidders which are
procured by the members of the Syndicate/sub-Syndicate/Registered Broker/RTAs/ CDPs and submitted to SCSB for
blocking, would be as follows:
Portion for Retail Individual Investors* ₹ [●] per valid Bid cum Application Form (plus applicable taxes)
Portion for Non-Institutional Investors* ₹ [●] per valid Bid cum Application Form (plus applicable taxes)
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*For each valid application.
4. The Processing fees for applications made by Retail Individual Bidders using the UPI Mechanism would be as follows:
Sponsor Bank(s)* ₹ [●] per valid Bid cum Application Form* (plus applicable taxes)
The Sponsor Bank(s) shall be responsible for making payments to the third parties such
as remitter bank, NCPI and such other parties as required in connection with the
performance of its duties under the SEBI circulars, the Syndicate Agreement and other
applicable laws
Payable to Members of the ₹ [●] per valid application (plus applicable taxes)
Syndicate (including their sub-
Syndicate Members)/ RTAs /
CDPs
The processing fees for applications made by Retail Individual Bidders using the UPI Mechanism 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/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.
5. Selling commission on the portion for Retail Individual Bidders (including bids using the UPI Mechanism) and Non-
Institutional Bidders which are procured by members of the Syndicate (including their sub-Syndicate Members), Registered
Brokers, RTAs and CDPs would be as follows:
Portion for Retail Individual Investors* [●]% of the Amount Allotted (plus applicable taxes)
Portion for Non-Institutional Investors* [●]% of the Amount Allotted (plus applicable taxes)
*Amount Allotted is the product of the number of Equity Shares Allotted and the Offer Price
The Selling Commission payable to the Syndicate / Sub-Syndicate Members will be determined on the basis of the application
form number / series, provided that the application is also bid by the respective Syndicate / Sub-Syndicate Member. For
clarification, if a Syndicate ASBA application on the application form number / series of a Syndicate / Sub-Syndicate Member,
is bid by an SCSB, the Selling Commission will be payable to the SCSB and not the Syndicate / Sub-Syndicate Member.
The selling commission and bidding charges payable to Registered Brokers, the RTAs and CDPs will be determined on the basis
of the bidding terminal id as captured in the Bid Book of BSE or NSE.
Monitoring Utilization of Funds
In accordance with Regulation 41 of the SEBI ICDR Regulations, our Company shall appoint a Monitoring Agency for
monitoring the utilisation of Gross Proceeds prior to filing of the Red Herring Prospectus with the RoC, as the Fresh Issue
exceeds ₹ 1,000 million. Our Audit Committee and the Monitoring Agency will monitor the utilization of the Gross Proceeds.
Our Company undertakes to place the report(s) of the Monitoring Agency on receipt before the Audit Committee without any
delay. Our Company will disclose the utilisation of the Gross Proceeds, including interim use under a separate head in our balance
sheet for such periods as required under the SEBI ICDR Regulations, the SEBI Listing Regulations and any other applicable
laws or regulations, clearly specifying the purposes for which the Net Proceeds have been utilised if any, of such currently
unutilised Gross Proceeds. Our Company will also, in its balance sheet for the applicable Fiscals, provide details, if any, in
relation to all such Gross Proceeds that have not been utilised, if any, of such currently unutilised Gross Proceeds. Our Company
will indicate investments, if any, of unutilised Gross Proceeds in the balance sheet of our Company for the relevant fiscals
subsequent to receipt of listing and trading approvals from the Stock Exchanges.
Pursuant to Regulation 32(3) of the SEBI Listing Regulations, our Company shall, on a quarterly basis, disclose to the Audit
Committee the uses and applications of the Gross Proceeds. On an annual basis, our Company shall prepare a statement of funds
utilised for purposes other than those stated in the Red Herring Prospectus and place it before the Audit Committee and make
other disclosures as may be required until such time as the Gross Proceeds remain unutilised. Such disclosure shall be made only
until such time that all the Gross Proceeds have been utilised in full. Further, our Company, on a quarterly basis, shall include
the deployment of Gross Proceeds under various heads, as applicable, in the notes to our financial results. The statement shall
be certified by the Statutory Auditor of our Company. Furthermore, in accordance with Regulation 32(1) of the SEBI Listing
Regulations, our Company shall furnish to the Stock Exchanges on a quarterly basis, a statement indicating (i) deviations, if any,
in the actual utilisation of the proceeds of the Fresh Issue from the Objects; and (ii) details of category wise variations in the
actual utilisation of the proceeds of the Fresh Issue from the Objects of the Fresh Issue as stated above. This information will
also be published in newspapers simultaneously with the interim or annual financial results and explanation for such variation
(if any) will be included in our Director’s report, after placing the same before the Audit Committee.
Variation in Objects
In accordance with Section 13(8) and 27 of the Companies Act and applicable rules, our Company shall not vary the Objects of
the Offer, unless our Company is authorised to do so by way of a special resolution of its Shareholders. In addition, the notice
issued to the Shareholders in relation to the passing of such special resolution (“Shareholders’ Meeting Notice”) shall specify
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the prescribed details, provide Shareholders with the facility to vote by electronic means and shall be published in accordance
with the Companies Act, 2013 read with the relevant rules.
The Shareholders’ Meeting Notice shall simultaneously be published in the newspapers, one in English and one in Hindi(Hindi
also being the regional language of the jurisdiction where our Registered and Corporate Office is situated). Our Promoters 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 and in accordance with such terms and conditions, including in respect of pricing of
the Equity Shares, in accordance with the Companies Act, 2013 and provisions of Regulation 59 and Schedule XX of the SEBI
ICDR Regulations.
Appraising agency
None of the Objects for which the Net Proceeds will be utilised have been appraised by any agency.
Other confirmations
There is no proposal whereby any portion of the Net Proceeds will be paid to our Directors, Promoters, members of the Promoter
Group or Key Managerial Personnel or Senior Managerial Personnel, except in the ordinary course of business. There are no
material existing or anticipated transactions in relation to the utilisation of the Net Proceeds entered into or to be entered into by
our Company with our Promoters, Promoter Group, Directors and/or Key Managerial Personnel.
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BASIS FOR OFFER PRICE
The Price Band and Offer Price will be determined by our Company, in consultation with the BRLMs, and in accordance with
applicable law, on the basis of assessment of market demand for the Equity Shares offered through the Book Building Process
and quantitative and qualitative factors as described below. The face value of the Equity Shares is ₹1 each and the Offer Price
is [●] times the face value at the lower end of the Price Band and [●] times the face value at the higher end of the Price Band.
Investors should also refer to the sections “Risk Factors”, “Our Business”, “Restated Financial Information”, and
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” on pages 29, 205, 271 and 358,
respectively, to have an informed view before making an investment decision.
1) Qualitative Factors
Some of the qualitative factors and our strengths which form the basis for the Offer Price are:
1. Market leader in refrigeration sealing solutions and toughened glass products and poised to benefit from growth in the
Indian consumer durable market
2. Marquee customer base with longstanding relationships
3. Strategically located manufacturing facilities in close proximity to customers
4. Emphasis on backward integration and in-house capabilities in design, development, tooling, and testing
5. Track record of consistent financial performance
6. Experienced Promoters and Senior Management with extensive product knowledge
For further details, see “Our Business – Our Strengths” on page 208.
2) Quantitative Factors
Some of the information presented below relating to our Company is based on the Restated Financial Information. For details,
see “Restated Financial Information” on page 271.
Some of the quantitative factors which may form the basis for calculating the Offer Price are as follows:
a) Basic and diluted earnings per Equity Share (“EPS”), at face value of ₹1 each as adjusted for change in capital:
Financial Year ended Basic EPS (₹) Diluted EPS (₹) Weight
March 31, 2024 2.19 2.19 3
March 31, 2023 1.32 1.32 2
March 31, 2022 0.35 0.35 1
Weighted Average 1.59 1.59 -
Three months ended June 30, 2023# 0.74 0.74 -
Three months ended June 30, 2024# 1.20 1.20 -
*Not annualised
Notes:
i. The face value of each Equity Share is ₹ 1. Pursuant to resolutions passed by the Board at their meeting dated November 26, 2024 and
the Shareholders at their extraordinary general meeting dated November 26, 2024, the Company has sub-divided its equity shares of face
value of ₹10 each to equity shares of face value of ₹1 each. Basic EPS and Diluted EPS for all the year have been derived post the impact
split of shares.
ii. EPS has been calculated in accordance with the Indian Accounting Standard 33 – “Earnings per share”.
iii. Basic EPS= Restated profit for the year attributable to equity shareholders of the Company divided by weighted average number of equity
shares outstanding during the year.
iv. Diluted EPS= Restated profit for the year attributable to equity shareholders of the Company divided by weighted average number of
equity shares outstanding during the year adjusted for the effects of all dilutive potential equity shares, if any.
b) Price/Earning (“P/E”) ratio in relation to the Price Band of ₹ [●] to ₹ [●] per Equity Share:
Particulars P/E at the Floor Price (no. of times) * P/E at the Cap Price (no. of times)*
Based on basic EPS for Fiscal 2024 [●] [●]
Based on diluted EPS for Fiscal 2024 [●] [●]
*To be updated at the price band stage.
c) Industry Peer Group P/E ratio
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Based on the peer group information (excluding our Company), details of the highest, lowest and industry average P/E ratio
are set forth below:
Particulars P/E ratio

Highest 169.75
Lowest 106.55
Average 143.83
Source:
i. The highest and lowest industry P/E shown above is based on the peer set provided below under “Comparison with listed industry
peers”. The industry average has been calculated as the arithmetic average P/E of the peer set provided below.
ii. P/E figures for the peer are computed based on closing market price as on December 20, 2024 on BSE, divided by Diluted EPS based
on the financial results declared by the peers available on website of www. bseindia.com for the Financial Year ending March 31, 2024.
d) Return on Net Worth (“RoNW”)
Financial Year/ Period ended RoNW (%) Weight

March 31, 2024 27.37 3
March 31, 2023 20.57 2
March 31, 2022 6.29 1
Weighted Average 21.59 -
Three months ended June 30, 2023* 10.27 -
Three months ended June 30, 2024* 12.37 -
*Not annualised
Notes:
i. Return on Net Worth (%) = PAT attributable to owners / Average Net worth. Average Net Worth is calculated as the arithmetic
average of the opening and closing balance of Net Worth.
ii. Net Worth = Aggregate value of equity share capital and other equity created out of the profits, securities premium account and
debit or credit balance of statement of profit and loss, after deducting the aggregate value of the accumulated losses but does not
include reserves created out of revaluation of assets and write-back of depreciation.
e) Net Asset Value per Equity Share (“NAV”), (face value of ₹ each) as adjusted for change in capital
NAV per Equity Share (₹)

As on March 31, 2024 9.10
As on June 30, 2024 10.29
After the completion of the Offer [●]
- At Floor Price [●]
- At Cap Price [●]
- At Offer Price [●]
i. Offer Price per Equity Share will be determined on conclusion of the Book Building Process.
ii. Net asset value per share = Net worth (excluding Non-Controlling Interest) as restated / weighted average number of equity shares
outstanding at the end of the year adjusted for the issue of split and Bonus Shares, in accordance with principles of Ind AS 33
iii. The figures disclosed above are based on the Restated Financial Information of the Company .
f) Comparison of Accounting Ratios with listed industry peers
Set forth below is a comparison of our accounting ratios with our listed peer company as identified in accordance with the SEBI
ICDR Regulations:
Face EPS (₹) Total

Standalone/ Value per NAV (per
Fiscal 2024 P/E* RoNW (%) Income (in
Consolidated equity Basic Diluted share) (₹) ₹ millions)
share (₹)
Ajay Poly Limited* Standalone 1.00 2.19 2.19 9.10 N.A 27.37 3,663.93
Listed peers
Amber Enterprises India Limited Consolidated 10.00 39.44 39.41 612.68 155.19 6.85% 67,845.77
PG Electroplast Limited^ Consolidated 10.00 5.47 5.41 421.15 169.75 19.11% 27,595.09
EPACK Durable Limited Consolidated 10.00 4.35 4.35 109.67 106.55 5.87% 14,285.06
*EPS and NAV nos. are adjusted for split and bonus post March 31, 2024.
ÊPS for PG Electroplast adjusted for stock split from INR 10 to INR 1 as on 10 July 2024.
Source: All the financial information for listed industry peer mentioned above is on a consolidated and is sourced from the filings made with
stock exchanges available on www.bseindiacom and www.nseindia.com for the Financial Year ending 2024.
Source for Ajay Poly Limited: Based on the Restated Financial Information for the year ended March 31, 2024.
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Notes:
i. P/E Ratio has been computed based on the closing market price of equity shares on December 20, 2024, divided by the Diluted EPS.
ii. Return on Net Worth (%) = Net profit after tax, as restated / Net worth as restated as calculated on average basis.
iii. Net worth means the aggregate value of the paid up share capital of the Company and all reserves created out of profits and securities
premium account and debit or credit balance of profit and loss account, after deducting the aggregate value of the accumulated losses,
miscellaneous expenditure not written off, as per the restated balance sheet, but does not include reserves created out of revaluation of
assets, capital reserve, foreign currency translation reserve, write-back of depreciation as at period /year end, as per Restated Financial
Statement of Assets and Liabilities of the Company.
iv. NAV is computed as the closing net worth divided by the weighted average outstanding number of equity shares.
3) Key Performance Indicators (“KPIs”)
The table below sets forth the details of the KPIs that our Company considers have a bearing for arriving at the basis for Offer
Price. These KPIs have been used historically by our Company to understand and analyse the business performance, which in
result, help us in analysing the growth of various verticals in comparison to our peers. The Bidders can refer to the below-
mentioned KPIs, being a combination of financial and operational key financial and operational metrics, to make an assessment
of our Company’s performance in various business verticals and make an informed decision.
The KPIs disclosed below have been approved by a resolution of our Audit Committee dated December 26, 2024 and the Audit
Committee has confirmed that there are no KPIs pertaining to our Company that have been disclosed to investors at any point
of time during the three years period prior to the date of this Draft Red Herring Prospectus. All the KPIs that have been disclosed
in this section have been subject to verification and certification by D A R P N And Company, Chartered Accountant, and
Singhi & Co, Chartered Accountants pursuant to certificates, each dated December 28, 2024, which has been included as part
of the “Material Contracts and Documents for Inspections” on page 476 and shall be accessible on the website of our
Company at www.applindia.co.in..
For details of other business and operating metrics disclosed elsewhere in this Draft Red Herring Prospectus, see “Our
Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on
pages 205 and 358, respectively.
Details of our KPIs for the three months ended June 30, 2024 and June 30, 2023 and the Fiscals 2024, 2023 and 2022 are set
out below:
(in ₹ million, unless otherwise indicated)
June 30, 2023 June 30, 2024
1 Revenue from operations 1,416.77 2,404.93 3,644.15 873.62 1,301.31
2 EBITDA 106.15 213.48 487.47 132.99 226.64
3 EBITDA Margin (in %) 7.49% 8.88% 13.38% 15.22% 17.42%
4 Profit after tax for the Year / Period 33.91 128.33 224.12 76.31 122.89
5 PAT Margin (in %) 2.38% 5.30% 6.12% 8.69% 9.40%
6 RoE (in %) 6.29% 20.57% 27.37% 10.27% 12.37%
7 RoCE (in %) 7.63% 13.70% 22.37% 7.28% 8.92%
8 Gross Fixed Asset Turnover Ratio 2.64 3.03 3.14 0.84 0.99
9 Cash Conversion Cycle 84 77 78 71 67
10 Net Debt/Equity 0.82 1.16 1.28 1.19 1.22
Revenue Segmentation
11 Toughened glass (or tempered glass) 99.67 489.54 1,379.62 288.50 568.06
12 Polymer Extrusion 1,072.20 1,496.93 1,703.64 445.79 551.60
13 Magnet products 65.33 113.38 145.50 33.49 43.52
14 Others 179.57 305.08 415.39 105.84 138.13
Available Installed Capacity
15 Sheet Extrusion (tonnes) 0 0 6,000 1,500 1,500
16 Toughened glass (sq. metres) 3,03,600 5,43,600 26,43,600 5,55,900 9,75,900
17 PVC compound (tonnes) 8,788 8,788 12,532 3,133 3,133
18 Magnetic strips (metres) 4,39,92,000 6,36,48,000 6,36,48,000 1,59,12,000 1,59,12,000
19 Magnet powder (tonnes) 4,060 4,060 5,619 1,015 2,574
20 Epoxidized Soyabean Oil (tonnes) 2,156 2,156 2,156 539 539
21 Soft Profile (metres) 9,13,53,600 9,13,53,600 9,13,53,600 2,28,38,400 2,28,38,400
22 Rigid Profile(metres) 95,47,200 1,40,40,000 1,40,40,000 35,10,000 35,10,000
Notes:
i. Revenue from operations-Revenue from Operations, as reported in the financial statements
ii. EBITDA-EBITDA is calculated as profit before tax plus depreciation and amortization expense plus finance cost less other income
iii. EBITDA Margin (in %)- EBITDA margin is calculated as EBITDA divided by revenue from operations
iv. Profit after tax for the Year / Period- Profit After Tax is Profit after tax as reported in the financial statements
v. PAT Margin (in %)- Profit After Tax Margin is calculated as profit after tax divided by Total Income
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vi. RoE (in %)- RoE (in %) is calculated as Profit after Tax for the period divided by average net worth as on the last date of the
reporting period. Net Worth is the aggregate value of equity share capital and other equity as appearing in the balance sheet of
the relevant period
vii. RoCE (in %)- RoCE (in %) defined as EBIT divided by average Capital Employed, where Capital Employed is defined as total debt
plus Net Worth as on the last date of the reporting period.
viii. Gross Fixed Asset Turnover Ratio (times)- Gross Fixed Asset Turnover Ratio is calculated as revenue from operations divided by
Average gross plant, property & equipment for said period including Capital work in progress as on last date of reporting period
ix. Cash Conversion Cycle - "Calculated as inventory days plus receivable days less payable days. Receivable Days is calculated as
365 / (Revenue from operations / Average Trade receivables as on the last date of the relevant period). Inventory days is calculated
as 365 / (Revenue from operations / Average Inventory as on the last date of the relevant period) Payable days is calculated as 365
/ (Revenue from operations / Average Trade Payables as on the last date of the relevant period)."
x. Net Debt/Equity-Net debt divided by total net worth as on the last date of the reporting period, where net debt is calculated as long
term borrowings plus short term borrowings less cash and cash equivalents and other bank balances.
Our Company confirms that it shall continue to disclose all the KPIs included hereinabove in this section on a periodic basis,
at least once in a year (or for 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 Exchanges pursuant to the Offer, or until the utilization of Fresh Issue as
disclosed in “Objects of the Offer” on page 102, or for such other period as may be required under the SEBI ICDR Regulations.
All such KPIs have been defined consistently and precisely in “Definitions and Abbreviations – Conventional and General
Terms or Abbreviations” on page 11.
Explanation of the historic use of the Key Performance Indicators by our Company to analyse, track or monitor the
operational and/or financial performance of our Company
In evaluating our business, we consider and use certain KPIs, as presented above, as a supplemental measure to review and
assess our performance. The presentation of these KPIs is not intended to be considered in isolation or as a substitute for the
Restated Financial Information. These KPIs may not be defined under Ind AS and are not presented in accordance with Ind AS
and hence, should not be considered in isolation or construed as an alternative to Ind AS measures of performance or as an
indicator of our performance, liquidity, profitability or results of operations. These KPIs have limitations as analytical tools.
Further, these KPIs may differ from the similar information used by other companies and hence their comparability may be
limited. Therefore, these metrics should not be considered in isolation or construed as an alternative to Ind AS measures of
performance or as an indicator of our operating performance, liquidity, profitability or results of operation. Although these KPIs
are not a measure of performance calculated in accordance with applicable accounting standards, our Company’s management
believes that it provides an additional tool for investors to use in evaluating our ongoing operating results and trends.
Investors are encouraged to review the Ind AS financial measures and to not rely on any single financial or operational metric
to evaluate our business. For further details please see “Risk Factors – We have in this Draft Red Herring Prospectus included
certain Non-GAAP Measures that may vary from any standard methodology that is applicable across the consumer
appliance component industry and may not be comparable with financial information of similar nomenclature computed
and presented by other companies.” on page 60.
The list of our KPIs along with brief explanation of the relevance of the KPI for our business operations are set forth below:
KPI Explanation for the KPI

Revenue from operations (in ₹ Revenue from Operations, as reported in the financial statements
million)
EBITDA EBITDA is calculated as profit before tax plus depreciation and amortization expense
plus finance cost less other income
EBITDA Margin (%) EBITDA Margin (%) is calculated as EBITDA divided by revenue from operations
Profit after tax for the Year / Profit After Tax is Profit after tax as reported in the financial statements
Period
PAT Margin (in %) Profit After Tax Margin is calculated as profit after tax divided by Total Income
RoE (in %) RoE (in %) is calculated as Profit after Tax for the period divided by average net worth
as on the last date of the reporting period. Net Worth is the aggregate value of equity
share capital and other equity as appearing in the balance sheet of the relevant period
RoCE (in %) RoCE (in %) defined as EBIT divided by average Capital Employed, where Capital
Employed is defined as total debt plus Net Worth as on the last date of the reporting
period.
Gross Fixed Asset Turnover Ratio Gross Fixed Asset Turnover Ratio is calculated as revenue from operations divided by
(times) Average gross plant, property & equipment for said period including Capital work in in
progress as on last date of reporting period
Cash Conversion Cycle Calculated as inventory days plus receivable days less payable days.
Receivable Days is calculated as 365 / (Revenue from operations /Average Trade

receivables as on the last date of the relevant period).
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KPI Explanation for the KPI
Inventory days is calculated as 365 / (Revenue from operations / Average Inventory as

on the last date of the relevant period)
Payable days is calculated as 365 / (Revenue from operations / Average Trade Payables
as on the last date of the relevant period).
Net Debt/Equity Net debt divided by total net worth as on the last date of the reporting period, where net
debt is calculated as long-term borrowings plus short-term borrowings less cash and cash
equivalents and other bank balances
We have also described and defined the KPIs, as applicable, in “Definitions and Abbreviations - Technical/ Industry Related
Abbreviations” on page 10.
4) Comparison of Key Performance Indicators with listed industry peers
Set forth below is a comparison of our KPIs with our peer company listed in India:
Three months period ended June 30, 2024
Financial Parameter
Amber
PG Electroplast EPACK Durables
Particulars Ajay Poly Limited Enterprises
Limited Limited
Limited
Revenue from operations 1,301.31 24,012.91 13,206.84 7,736.79
EBITDA 226.64 1,961.69 1,306.29 516.93
EBITDA Margin (in %) 17.42% 8.17% 9.89% 6.68%
Profit after tax for the Year / Period 122.89 747.20 849.28 234.08
PAT Margin (in %) 9.40% 3.09% 6.41% 3.00%
RoE (in %) 12.37% NA NA NA
RoCE (in %) 8.92% NA NA NA
Gross Fixed Asset Turnover Ratio 0.99 NA NA NA
Cash Conversion Cycle 67 NA NA NA
Net Debt/Equity 1.22 NA NA NA
Operational Parameter
Amber
Revenue Segmentation Ajay Poly Limited Enterprises
Limited Limited
Limited
Toughened glass (or tempered glass) 568.06 NA NA NA
Polymer Extrusion 551.60 NA NA NA
Magnet products 43.52 NA NA NA
Others 138.13 NA NA NA
Sheet Extrusion (tonnes) 1,500 NA NA NA
Toughened glass (sq. metres) 9,75,900 NA NA NA
PVC compound (tonnes) 3,133 NA NA NA
Magnetic strips (metres) 1,59,12,000 NA NA NA
Magnet powder (tonnes) 2,574 NA NA NA
Epoxidized Soyabean Oil (tonnes) 539 NA NA NA
Soft Profile (metres) 2,28,38,400 NA NA NA
Rigid Profile(metres) 35,10,000 NA NA NA
Three months period ended June 30, 2023
Financial Parameter
Amber
Limited Limited
Limited
Revenue from operations 873.62 17,019.87 6,776.16 4367.007
EBITDA 132.99 1,319.19 658.06 292.60
EBITDA Margin (in %) 15.22% 7.75% 9.71% 6.70%
Profit after tax for the Year / Period 76.31 466.09 338.06 87.34
PAT Margin (in %) 8.69% 2.71% 4.98% 2.00%
127
Amber
Limited Limited
Limited
RoE (in %) 10.27% NA NA NA
RoCE (in %) 7.28% NA NA NA
Gross Fixed Asset Turnover Ratio 0.84 NA NA NA
Cash Conversion Cycle 71 NA NA NA
Net Debt/Equity 1.19 NA NA NA
Amber
Limited Limited
Limited
Polymer Extrusion 445.79 NA NA NA
Epoxidized Soyabean Oil (tonnes) 539 NA NA NA
Fiscal 2024
Financial Parameter
Amber
Limited Limited
Limited
EBITDA 487.47 4,918.82 2,617.90 1,161.53
EBITDA Margin (in %) 13.38% 7.31% 9.53% 8.18%
Profit after tax for the Year / Period 224.12 1,394.67 1,370.12 353.73
PAT Margin (in %) 6.12% 2.06% 4.97% 2.48%
RoE (in %) 27.37% 6.85% 19.11% 5.87%
RoCE (in %) 22.37% 8.92% 18.41% 7.95%
Gross Fixed Asset Turnover Ratio 3.14 2.90 3.57 2.55
Cash Conversion Cycle 78 22 57 72
Net Debt/Equity 1.28 0.35 0.17 0.25
Amber
Limited Limited
Limited
Toughened glass (or tempered glass) 1,379.62 NA NA NA
Polymer Extrusion 1,703.64 NA NA NA
Epoxidized Soyabean Oil (tonnes) 2,156 NA NA NA
Rigid Profile(metres) 1,40,40,000 NA NA NA
Fiscal 2023
128
Financial Parameter
Amber
Limited Limited
Limited
EBITDA 213.48 4,179.33 1,761.56 1,025.24
EBITDA Margin (in %) 8.88% 6.03% 8.16% 6.66%
Profit after tax for the Year / Period 128.33 1,637.76 774.69 319.72
PAT Margin (in %) 5.30% 2.35% 3.58% 2.08%
RoE (in %) 20.57% 8.79% 21.88% 14.68%
RoCE (in %) 13.70% 9.14% 17.28% 11.65%
Net Debt/Equity 1.16 0.40 1.27 1.33
Amber
Limited Limited
Limited
Sheet Extrusion (tonnes) - NA NA NA
Rigid Profile(metres) 1,40,40,000 NA NA NA
Fiscal 2022
Financial Parameter
Amber
Limited Limited
Limited
Revenue from operations 1,416.77 42,063.97 11,116.35 9241.62
EBITDA 106.15 2,753.83 890.27 688.03
EBITDA Margin (in %) 7.49% 6.55% 8.01% 7.44%
Profit after tax for the Year / Period 33.91 1,113.23 374.16 174.34
PAT Margin (in %) 2.38% 2.63% 3.35% 1.88%
RoE (in %) 6.29% 6.52% 14.82% 18.28%
RoCE (in %) 7.63% 6.94% 12.48% 12.91%
Net Debt/Equity 0.82 0.26 1.10 2.67
Amber
Limited Limited
Limited
Sheet Extrusion (tonnes) - NA NA NA
129
Comparison of KPIs based on additions or dispositions to our business
Our Company has not made any material acquisitions or dispositions to its business during the Fiscal 2024, 2023 and 2022. For
details regarding acquisitions and dispositions made our Company in the last 10 years, see “History and Certain Corporate
Matters — Details regarding material acquisitions or divestments of business/undertakings, mergers, amalgamation, any
revaluation of assets, etc. in the last 10 years” on page 242.
5) Weighted average cost of acquisition, Floor Price and Cap Price
1) The price per share of our Company based on the primary/ new issue of shares (equity/ convertible securities
Our Company has not issued any Equity Shares or convertible securities, excluding the issuance of bonus shares, during the 18
months preceding the date of this Draft Red Herring Prospectus, where such issuance is equal to or more that 5% of the paid-
up share capital of our Company (calculated based on the pre-Offer capital before such transaction(s)), in a single transaction
or multiple transactions combined together over a span of rolling 30 days (“Primary Issuance”).
2) The price per share of our Company based on secondary sale/ acquisitions of shares (equity / convertible securities)
There have been no secondary sales / acquisitions of Equity Shares or any convertible securities, where the Promoters, member s
of the Promoter Group, Promoter Selling Shareholders or Shareholder(s) having the right to nominate director(s) on our Board
are a party to the transaction (excluding gifts), during the 18 months preceding the date of this Draft Red Herring Prospectus,
where either acquisition or sale is equal to or more than 5% of the paid up share capital of our 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 (“Secondary Transactions”).
Since there are no such transactions to report under 1 and 2 above, the following are the details of the price per share of our
Company basis the last five primary or secondary transactions (secondary transactions where Promoters, members of the
Promoter Group, Promoter Selling Shareholder, or Shareholder(s) having the right to nominate Director(s) on the Board, are a
party to the transaction), not older than three years prior to the date of this Draft Red Herring Prospectus irrespective of the size
of the transactions:
Primary transactions:
Except as disclosed below, there are no primary transactions, in the last three years preceding the date of this Draft Red Herring
Prospectus irrespective of the size of the transaction.
Reason/ No. of
Face value Issue price
Date of Nature equity Form of
Names of the allottees per equity per equity
allotment of shares consideration
share (₹) share (₹)
allotment allotted
March 29, 1,864 equity shares to Bina Jain, 4,660 100 6,439 Cash
2023 Rights issue 1,398 equity shares to Rajeev Jain
and 1,398 equity shares to Nitin Jain
December Bonus issue 3,543,200 Equity Shares to Bina 9,317,200 100 NA NA
18, 2024 in the ratio Jain, 2,795,200 Equity Shares
of ten Equity Shares to Rajeev Jain, 28,000
Equity Equity Shares to Vikash Kumar
Shares for Rajora, 18,600 Equity Shares to
existing one Surendra Singh Negi, 100 Equity
Equity Share to Anuradha Jain, 100 Equity
Share Share to Kanupriya Jain, 1,397,700
Equity Shares to Avanish Singh
Visen, 9,300 Equity Shares to
Basuki Nath Sharma, 9,300 Equity
Shares to Ram Murti, 28,000 Equity
Shares to Venkataragavarajan
Gopalakrishnan, 74,500 Equity
Shares to Abhijit Ravikaran
Mirajkar, 28,000 Equity Shares to
Pralhad Khushwaha, 46,600 Equity
Shares to Vineet Rai, 93,200 Equity
Shares to Sudhir Kumar, 46,700
130
Reason/ No. of
Face value Issue price
Date of Nature equity Form of
Names of the allottees per equity per equity
allotment of shares consideration
share (₹) share (₹)
allotment allotted
Equity Shares to Rahul Kumar,
18,600 Equity Shares to Vipin
Kumar Saini and 37,300 Equity
Shares to Sanjeev Sancheti
Secondary transactions:
Except as disclosed below, there have been no secondary transactions where our Promoters, Promoter Group, Promoter Selling
Shareholders, or shareholder(s) having the right to nominate director(s) on our Board are a party to the transaction, in the last
three years preceding the date of this Draft Red Herring Prospectus:
Acquisition Number
S. Name of the Date of Nature of Price per of equity
Name of Acquirer/Transferee
No. Transferor Transaction Transaction equity shares
shares (in ₹) acquired
1. Bina Jain Transfer to Anuradha Jain October 28, 2024 Cash 10 (1)
2. Bina Jain Transfer to Kanupriya Jain October 28, 2024 Cash 10 (1)
Transfer to Avanish Singh
3. Bina Jain October 28, 2024 Cash 10 (1)
Visen
4. Bina Jain Transfer to Rahul Kumar October 28, 2024 Cash 10 (1)
Transfer to Avanish Singh
5. Bina Jain November 29, 2024 Gift 0 (13,976)
Visen
6. Bina Jain Transfer to Rahul Kumar November 29, 2024 Gift 0 (466)
Transfer to Vikash Kumar
7. Bina Jain November 29, 2024 Gift 0 (280)
Rajora
8. Bina Jain Transfer to Surendra Singh Negi November 29, 2024 Gift 0 (186)
9. Bina Jain Transfer to Basuki Nath Sharma November 29, 2024 Gift 0 (93)
10. Bina Jain Transfer to Ram Murti November 29, 2024 Gift 0 (93)
Transfer to Venkataragavarajan
Gopalakrishnan
Transfer to Abhijit Ravikiran
Mirajkar
13. Bina Jain Transfer to Prahlad Khushwaha November 29, 2024 Gift 0 (280)
14. Bina Jain Transfer to Vineet Rai November 29, 2024 Gift 0 (466)
15. Bina Jain Transfer to Sudhir Kumar November 29, 2024 Gift 0 (932)
16. Bina Jain Transfer to Vipin Kumar Saini November 29, 2024 Gift 0 (186)
17. Bina Jain Transfer to Sanjeev Sancheti November 29, 2024 Gift 0 (373)
6) Weighted average cost of acquisition (“WACA”), floor price and cap price
Weighted average cost of Floor Cap Price

Past transactions
acquisition per Equity Share (₹)# Price (₹)* (₹)*
Weighted average cost of acquisition of Primary 0.32 [●] times [●] times
Issuances
Weighted average cost of acquisition of Secondary NIL [●] times [●] times
Transactions
* To be updated at the Prospectus stage.
# As certified jointly by Singhi & Co, Chartered Accountants, by way of their certificate dated December 28, 2024.
7) The Offer Price is [●] times of the face value of the Equity Shares
The Offer Price of ₹[●] is [●] times of the face value of the Equity Shares and 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 BRLMs, are justified of the Offer Price in view of the above qualitative and
quantitative parameters.
8) Detailed explanation for Offer Price/ Cap Price being [●] times of WACA of primary issuances /secondary
transactions of Equity Shares (as disclosed above) along with our Company’s KPIs and financial ratios for the three
months ended June 30, 2024 and Fiscals 2024, 2023 and 2022
[●]*
* To be included on finalisation of Price Band.

131
9) Explanation for the Offer Price/Cap Price, being [●] times of WACA of primary issuances/secondary transactions
of Equity Shares (as disclosed above) in view of the external factors which may have influenced the pricing of the
Issue.
[●]*
* To be included on finalisation of Price Band.
Investors should read the above-mentioned information along with “Risk Factors”, “Our Business”, “Restated Financial
Information” and “Management Discussion and Analysis of Financial Condition and Revenue from Operations” beginning
on pages 29, 205, 271 and 358, respectively, to have a more informed view.
The trading price of the Equity Shares could decline due to the factors mentioned in the section “Risk Factors” beginning on
page 29 and any other factors that may arise in the future and you may lose all or part of your investment.
132
STATEMENT OF SPECIAL TAX BENEFITS
The Board of Directors,

Ajay Poly Limited
(Formerly Known as Ajay Poly Private Limited)
New Delhi - 110 020, India
New Delhi, 110020
Dear Sirs/ Madams,
Sub: Statement of possible special tax benefit (the “Statement”) available to Ajay Poly Limited (Formerly Known as Ajay
Poly Private Limited), and its shareholders prepared to comply with the requirements of the Securities and
Exchange Board of India (Issue of Capital and Disclosure Requirements), 2018 as amended (the “SEBI ICDR
Regulations) in connection with the proposed initial public offering of equity shares of face value of ₹ 1 each (the
“Equity Shares”) of the Company (such offering, the “Offer”)
We, Singhi & Co., Chartered Accountants , Statutory Auditors of the Company, hereby confirm that the enclosed Annexure A,
prepared by the Company and initialled by us for identification purpose (“Statement”) for the Offer, provides the possible special
tax benefits available to the Company, and to its shareholders under direct tax and indirect tax laws presently in force in India,
[including the Income-tax Act, 1961 read with Income Tax Rules, 1962, circulars, notifications as amended by the Finance Act
(No. 2), 2024 (published on August, 16, 2024) as presently in force, the Central Goods and Services Tax Act, 2017, the Integrated
Goods and Services Tax Act, 2017, the Union Territory Goods and Services Tax Act, 2017, the State Goods and Services Tax
Act as passed by respective State Governments from where the Company operate and applicable to the Company and its
shareholders, Customs Act 1962, the Customs Tariff Act, 1975 and Foreign Trade Policy 2023 (as extended) including the rules,
regulations, circulars and notifications issued there under (collectively referred as “Taxation Laws”), relevant to the Financial
Year (“FY”) 2024-25 relevant to the Assessment Year (“AY”) 2025-26 presently in force in India for inclusion in the Draft Red
Herring Prospectus (“DRHP”), Red Herring Prospectus and the Prospectus (collectively, the “Offer Documents”) for the
proposed initial public offering of equity shares of the Company, as required under ICDR Regulations.
Several of these benefits are dependent on the Company, or its shareholders fulfilling the conditions prescribed under the relevant
statutory provisions. Hence, the ability of the Company, and/or its shareholders identified as per the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015, to derive the tax benefits is dependent upon
fulfilling such conditions, which based on business imperatives the Company faces in the future, the Company may or may not
choose to fulfil.
This statement of possible special tax benefits is required as per Schedule VI (Part A)(9)(L) of the SEBI ICDR Regulations.
While the term ‘special tax benefits’ has not been defined under the SEBI ICDR Regulations, for the purpose of this Statement,
it is assumed that with respect to special tax benefits available to the Company, the same would include those benefits as
enumerated in the Annexure A. Any benefits under the taxation laws other than those specified in Annexure A are considered
to be general tax benefits and therefore not covered within the ambit of this Statement. Further, any benefits available under any
other laws within or outside India, except for those mentioned in the Annexure A have not been examined and covered by this
statement.
In respect of non-residents, the tax rates and the consequent taxation shall be further subject to any benefits available under the
applicable Double Taxation Avoidance Agreement, if any, between India and the country in which the non-resident has fiscal
domicile.
The special tax benefits discussed in the enclosed Statement are neither exhaustive nor conclusive. The contents stated in the
Annexure are based on the information and explanations obtained from the Company and on the basis of our understanding of
the business activities and operations of the Company. 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 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 Offer. We are neither suggesting nor are advising the investor to
invest money or not to invest money based on this statement.
We do not express any opinion or provide any assurance as to whether:
1. the Company or its shareholders will continue to obtain these benefits in the future; or
2. the conditions prescribed for availing of the benefits, where applicable have been/would be met with.
3. The revenue authorities/courts will concur with the views expressed herein.
133
The contents of the enclosed Statement are based on information, explanations and representations obtained from the Company
and on the basis of our understanding of the business activities and operations of the Company.
We have conducted our review in accordance with the ‘Guidance Note on Reports or Certificates for Special Purposes’ issued
by the Institute of Chartered Accountants of India (“ICAI”) which requires that we comply with ethical requirements of the
Code of Ethics issued by the ICAI. We hereby confirm that while providing this statement we have complied with the Code of
Ethics issued by the ICAI.
We hereby give our consent to include this statement and the enclosed Annexure regarding the special tax benefits available to
the Company and its shareholders in the Offer Documents in relation to the Offer, which the Company intends to file with the
Securities and Exchange Board of India and the stock exchange(s) (National Stock Exchange of India Limited and BSE Limited)
where the equity shares of the Company are proposed to be listed, as applicable, provided that the below statement of limitation
is included in the Offer Documents.
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.
Our views expressed in the enclosed Annexure are based on the facts and assumptions indicated above. 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 taxation laws in force in India 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. Reliance on the Annexure is on the express understanding that
we do not assume responsibility towards the investors and third parties who may or may not invest in the Offer relying on the
Annexure. This statement has been prepared solely in connection with the Offer, as required under the ICDR Regulations.
For Singhi & Co.

Firm Registration Number:302049E
Bimal Kumar Sipani

(Partner)
Membership No.: 088926
UDIN: 24088926BKEMNK8044
Place: Noida (Delhi – NCR)
Date: December 28, 2024
Encl.: As above
134
ANNEXURE A
Statement of Tax Benefits
STATEMENT OF POSSIBLE SPECIAL TAX BENEFITS AVAILABLE TO THE COMPANY AND THE
SHAREHOLDERS OF THE COMPANY UNDER THE APPLICABLE DIRECT AND INDIRECT TAX LAWS IN
INDIA
The information provided below sets out the possible special direct tax benefits available to Ajay Poly Limited (Formally known
as Ajay Poly Private Limited) (“Company”) and its shareholders in a summary manner only and is not a complete analysis or
listing of all potential tax consequences of the subscription, ownership, and disposal of equity shares of the Company, under the
Income-tax Act, 1961 (as amended by the Finance Act (No. 2), 2024 (published on August 16, 2024)) read with Income Tax
Rules, 1962, circulars, notifications, the Central Goods and Services Tax Act, 2017, the Integrated Goods and Services Tax Act,
2017, the State Goods and Services Tax Act as passed by respective State Governments from where the Company and its
shareholders operate and applicable to the Company and its shareholders, Customs Act 1962 and Foreign Trade Policy 2023 (as
extended) including the rules, regulations, circulars and notifications issued there under (collectively referred as “Taxation
Laws”) presently force in India.
Several of these benefits are dependent on fulfilling the conditions prescribed under the relevant Taxation Laws. Hence, the
ability of the Company and its shareholders to derive the tax benefits is dependent upon fulfilling such conditions, which based
on business / commercial imperatives any of them face, may or may not choose to fulfill. We do not express any opinion or
provide any assurance as to whether the Company and its shareholders will continue to obtain these benefits in future. The
following overview is not exhaustive or comprehensive and is not intended to be a substitute for professional advice. In view of
the individual nature of the tax consequences and the changing Taxation Laws, each investor is advised to consult their own tax
consultant with respect to the specific tax implications arising out of their participation in the issue. We are neither suggesting
nor are we advising the investor to invest money or not to invest money based on this statement.
INVESTORS ARE ADVISED TO CONSULT THEIR OWN TAX CONSULTANT WITH RESPECT TO THE TAX
IMPLICATIONS OF AN INVESTMENT AND CONSEQUENCES OF PURCHASING, OWNING AND DISPOSING OF
EQUITY SHARES IN THE SECURITIES, PARTICULARLY IN VIEW OF THE FACT THAT CERTAIN RECENTLY
ENACTED LEGISLATION MAY NOT HAVE A DIRECT LEGAL PRECEDENT OR MAY HAVE A DIFFERENT
INTERPRETATION ON THE BENEFITS, WHICH AN INVESTOR CAN AVAIL IN THEIR PARTICULAR SITUATION.
STATEMENT OF POSSIBLE SPECIAL DIRECT TAX BENEFITS AVAILABLE TO THE COMPANY AND ITS
SHAREHOLDERS
I. Special Direct tax benefits available to the Company under the Income tax Act, 1961
The statement of possible tax benefits enumerated below is as per the Income tax Act 1961 (“ITA”) as amended from
time to time and as applicable for Financial Year (“FY”) 2024-25, relevant to Assessment Year (“AY”) 2025-26 as per
the provisions of Finance Act (No. 2), 2024 (published on August 16, 2024).
1) Lower corporate tax rate under Section 115BAA of the ITA
Section 115BAA inserted w.e.f. 1 April 2020 (i.e. AY 2020-21), provides an option to a domestic company to pay
corporate tax at a reduced rate of 22% (plus applicable surcharge and education cess). In case the Company opts for the
concessional income tax rate as prescribed under Section 115BAA of the ITA, it will not be allowed to claim any of the
following deductions/ exemptions:
- Deduction under the provisions of Section 10AA (deduction for units in Special Economic Zone);
- Deduction under clause (ii a) of sub-section (1) of Section 32 (Additional depreciation);
- Deduction under Section 32AD or Section 33AB or Section 33ABA (Investment allowance in backward areas,
Investment deposit account, site restoration fund);
- Deduction under sub-clause (ii) or sub-clause (ii a) or sub-clause (iii) of sub-section (1) or sub-section (2AA)
or sub-section (2AB) of Section 35 (Expenditure on scientific research);
- Deduction under Section 35AD or Section 35CCC (Deduction for specified business, agricultural extension
project);
- Deduction under Section 35CCD (Expenditure on skill development);
- Deduction under any provisions of Chapter VI-A other than the provisions of Section 80JJAA (Deduction in
respect of employment of new employees) and 80M (Deduction in respect of certain inter-
- corporate dividends);
- No set-off of any loss carried forward or depreciation from any earlier assessment year, if such loss or
depreciation is attributable to any of the deductions referred above;
135
- No set-off of any loss or allowance for unabsorbed depreciation deemed so under Section 72A, if such loss or
depreciation is attributable to any of the deductions referred above.
The provisions of section 115JB regarding Minimum Alternate Tax (“MAT”) are not applicable if the Company opts
for the concessional income tax rate as prescribed under Section 115BAA of the ITA. Consequently, the Company will
not be entitled to claim tax credit relating to MAT, if available from the year of adoption of such beneficial tax rate.
The Company has decided to opt for the concessional rate of tax for the first time in the return of income to be filed for
FY 2024-25 for which declaration in specified form (i.e., Form 10-IC) has to be filed with the ITA.
2) Deduction in respect of employment of new employees under Section 80JJAA of the ITA
As per Section 80JJAA of the ITA, an assessee subject to tax audit under Section 44AB of the ITA, is entitled to claim
a deduction of an amount equal to thirty per cent of additional employee cost incurred in the course of business in the
previous year, for three assessment years including the assessment year relevant to the previous year in which such
employment is provided, subject to the fulfilment of prescribed conditions therein.
The company is availing benefit under section 80JJAA of ITA. Deduction under Section 80JJAA of ITA is available
even if the Company opts for concessional tax rate under Section 115BAA of the ITA.
3) Deduction in respect of certain inter-corporate dividends under Section 80M of the ITA
As per Section 80M of the ITA, where domestic companies have declared dividend and are also in receipt of the
dividend from another domestic company or a foreign company or a business trust, deduction is allowed with respect
to the dividend received as long as the same is distributed as dividend one month prior to the due date of furnishing the
return of income under sub-section (1) of Section 139 of the ITA.
The deduction under Section 80M of ITA is available even if domestic company opts for concessional tax rate under
Section 115BAA of the ITA.
Considering that the Company did not receive any dividend income, it had not availed any deduction under Section
80M of ITA.
4) Deduction in respect of capital expenditure incurred in relation to scientific research under Section
35(1)(iv) of the ITA
As per section 35(1)(iv) of the ITA, any expenditure of a capital nature (excluding expenditure incurred on acquisition
of any land) incurred on scientific research related to the business carried on by the company can be claimed a revenue
deduction.
The deduction under Section 35(1)(iv) is available even if domestic company opts for concessional tax rate under
Section 115BAA of the ITA.
II. Special Indirect tax benefits available to the Company
The statement of possible tax benefits enumerated below is as per the Central Goods and Services Tax Act, 2017 (CGST
Act) / the Integrated Goods and Services Tax Act, 2017 (IGST Act)/ the Union Territory Goods and Service Tax Act,
2017 (UTGST Act) / respective State Goods and Service Tax Act, 2017(SGST Act)(“all the acts collectively Referred
as GST Act”), the (“Customs Act”), the Customs Tariff Act, 1975 (“Tariff Act”) and Foreign Trade Policy 2023 (FTP)
including the rules, regulations, circulars and notifications issued thereunder (collectively referred to as “Indirect Tax
Laws”) as amended from time to time and presently in force in India.
i. Benefits under the Foreign Trade (Development and Regulation) Act, 1992 (read with Foreign Trade Policy
2023)
Remission of Duties and Taxes on Exported Products (RoDTEP)
The objective of RoDTEP scheme is to refund various duties and taxes incurred on the export of goods. Under the
scheme, rebate of taxes will be given in the form of electronic scrip which could be utilised for payment of Basic
Customs Duty.
The Company has not availed benefit under RoDTEP Scheme; however the Company is eligible for this scheme.
Export Promotion Capital Goods (EPCG)
136
EPCG Scheme is being introduced by Government to facilitate duty free import of capital goods to be used for producing
goods thereby enhancing India’s manufacturing and export competitiveness. EPCG Schemes facilitates import of
Capital Goods at zero customs duty subject to fulfilling an export obligation equivalent to 6 times of duties, taxes and
cess saved on capital goods, to be fulfilled in 6 years from date of authorization. EPCG license holder is exempted from
payment of whole of Basic Customs Duty, Additional Customs Duty and Special Additional Duty of Customs (in lieu
of Value Added Tax/ local taxes (non-GST goods)), Integrated Goods and Services Tax and Compensation Cess (GST
goods), wherever applicable, subject to certain conditions.
The Company have not imported capital goods under EPCG, therefore no benefit of exemption of custom duty available
under EPCG.
ii. Benefits under the Customs Act (read with Tariff Act and related rules and regulations)
Manufacturing and Other Operations in Warehouse (MOOWR)

MOOWR Scheme is a Government initiative to promote manufacturing and warehousing in bonded facilities. It allows
to import raw materials and capital goods without upfront payment of customs duty. Under this scheme, goods can be
manufactured, stored, or processed in a bonded warehouse with no export obligations. Duties are deferred until the
goods are cleared for domestic consumption, while exports remain entirely duty-free.
Currently, the Company is availing benefits under MOOWR Scheme.
Benefits of Duty Drawback scheme under Section 75 of Customs Act
As per section 75 of the Customs Act, Central Government is empowered to allow duty drawback on export of goods,
where the imported materials are used in the manufacture of such exported goods. The main principle is that the
Government fixes a rate per unit of final article to be exported out of the country as the drawback amount payable on
such goods.
The company is eligible to avail benefit of duty drawback however the company has not availed benefit in previous
year.
Benefits of Concessional custom duty pursuant to India’s Free Trade Agreements with various countries.
Free trade Agreements (‘FTA’s) are treaties between two or more countries designed to reduce or eliminate certain
barriers to trade and investment and to facilitate stronger trade and commercial ties between participating countries.
FTAs help in economic growth as it provides advantages of reduced costs and duty savings on import and export of
products covered or eligible under FTA. Indian government has entered into various bilateral and multilateral trade
agreements with various countries.
The Company have not imported raw materials under the specified scheme, therefore no benefit of concessional custom
duty available in lieu of India Korea Comprehensive Economic Partnership Agreement (CEPA) availed.
iii. Benefits under the Central Goods and Services Act, 2017 (CGST Act), respective State Goods and
Services Tax Act, 2017, Integrated Goods and Services Tax Act, 2017 (IGST) (read with relevant Rules
prescribed thereunder)
Export of goods under the GST law
Under the GST regime, all supplies of goods and services which qualify as export of goods or services are zero-rated.
On account of zero rating of supplies, the supplier will be entitled to claim Input Tax Credit (ITC) in respect of input
and input services used for such supplies and can seek refund of accumulated/ unutilized ITC.
GST law inter-alia allows export of goods at zero rate on fulfilment of certain conditions. Exporters can export goods
under Bond / Letter of Undertaking (LUT) without payment of IGST and claim refund of accumulated ITC. There is
also an alternative available to export goods with payment of IGST and subsequently claim refund thereof, as per the
provisions of Section 54 of CGST Act.
There was no export made by the Company in FY 2023-24 under LUT, therefore no such benefit of export under LUT
availed.
III. Special tax benefits available to Shareholders
137
There is no special direct tax benefit available to the shareholders of Company for investing in the shares of the
Company. However, such shareholders shall be liable to concessional tax rates on certain incomes under the extant
provisions of the ITA. Further, it may be noted that these are general tax benefits available to equity shareholders, other
shareholders holding any other type of instrument are not covered below.
1) Dividend Income
Dividend income earned by the shareholders would be taxable in their hands at the applicable rates. However, in case
of shareholders who are individuals, Hindu Undivided Family, Association of Persons, Body of Individuals, whether
incorporated or not and every artificial juridical person, maximum rate of surcharge would be restricted to 15%,
irrespective of the amount of dividend. Further in case shareholder is a domestic company, deduction under Section
80M of the ITA would be available on fulfilling the conditions as mentioned above. Further, if the shareholder is a tax
resident of foreign country with which India has a Double taxation Avoidance Agreement (‘DTAA’), it may claim
benefit of applicable rate as stated in the DTAA, if more beneficial over rate is ITA.
2) Tax on Capital gains on sale of listed equity shares in an Indian company
As on date, as per Section 112A of the ITA, long-term capital gains arising from transfer of equity shares, or a unit of
an equity-oriented fund or a unit of a business trust shall be taxed at 10% (without indexation) of such capital gains
subject to payment of securities transaction tax on acquisition and transfer of equity shares and on the transfer of unit
of an equity-oriented fund or a unit of a business trust under Chapter VII of Finance (No.2) Act 2004 read with
Notification No. 60/2018/F. No.370142/9/2017-TPL dated 1 October 2018. However, no tax under the said section shall
be levied where such capital gains does not exceed INR 1,00,000 in a financial year.
Further, as per Section 111A of the ITA, 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 15% subject to fulfillment of prescribed conditions
under the ITA.
Recently, the Finance (No.2) Bill 2024 has proposed to rationalize and simplify the taxation of capital gains for all
assets including shares of a listed company. It has proposed that for all listed securities, holding period would be 12
months and for all other assets it shall be 24 months- to qualify as long term capital asset. Further, the exemption of
long term capital gains on sale of equity shares, units of equity oriented mutual fund and unit of business trust stated in
above para has been proposed to be increased from INR 1,00,000 to INR 1,25,000.
Aside above changes, it has proposed change in tax rates for long term and short term capital gains arising from sale of
listed equity shares of an Indian company as under:
Short term capital gains taxed under section 111A (on sale of equity shares, units of equity oriented mutual fund and
unit of business trust) now proposed to be taxed @20%
Long term capital gains on sale of listed equity shares proposed to be taxed @12.5%
3) Simplified/New tax regime
As per Section 115BAC of the ITA, a simplified/ new tax regime may be opted for by individuals, Hindu undivided
family (“HUF”), Association of Persons, Body of Individuals, whether incorporated or not every artificial juridical
person, wherein income- tax law shall be computed at the rates specified as under:
Total Income Rate of tax

Upto INR 3,00,000 Nil
From INR 3,00,001 to 6,00,000 5%
From INR 6,00,001 to 9,00,000 10%
From INR 9,00,001 to 12,00,000 15%
From INR 12,00,001 to 15,00,000 20%
Above INR 15,00,000 30%
Pertinent to note that the above rates are subject to the assessee not availing specified exemptions and deductions as
specified under said section.
Recently, the Finance (No.2) Bill 2024 has further proposed few changes in said section to make it more attractive.
These proposals are as under:
- The outer limits of INR 6,00,000 and INR 9,00,000 as stated in above table have been proposed to be changed
to INR 7,00,000 and INR 10,00,000 respectively.
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- Standard deduction for salaried employees opting for new tax regime has been proposed to be increased from
INR 50,000 to INR 75,000.
- Deduction of family pension is presently available at lower of 33% or INR 15,000. The said limit of INR
15,000 has been proposed to be increased to INR 25,000 under the new regime.
- Deduction for employer’s contribution to NPS (for private sector employees) proposed to be increased from
10% to 14%. Section 36 (allowing for deduction of such contribution to employers) proposed to be amended
correspondingly to enable companies to claim higher deduction.
It may be noted that the shareholders have the discretion to exercise the simplified tax regime.
4) Double Taxation Avoidance Agreement benefit
In respect of non-resident shareholders, the tax rates and the consequent taxation shall be further subject to any benefits
available under the applicable Double Taxation Avoidance Agreement, if any, between India and the country in which
the non-resident has fiscal domicile and fulfillment of other conditions to avail the treaty benefit.
IV. Special Indirect tax benefits available to the Shareholders
There are no special indirect tax benefits available to the Equity Shareholders of Company under the Indirect tax laws.
Notes:
i. Our views expressed in this statement are based on the facts and assumptions as indicated in the statement. 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. Reliance on this statement is on the
express understanding that we do not assume responsibility towards the investors who may or may not invest in the
proposed issue relying on this statement.
ii. The above Statement of possible special tax benefits sets out the provisions of Indian 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.
iii. All the above benefits are as per the current tax law and any change or amendment in the laws/regulation, which
when implemented would impact the same.
,
iv. The above Statement covers only certain possible special tax benefits under the Taxation Laws, read with the
relevant rules, circulars and notifications applicable as on date 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.
v. 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
taxation laws, each investor is advised to consult their own tax consultant with respect to the specific tax implications
arising out of their participation in the proposed offer.
vi. This statement has been prepared solely in connection with the proposed issue under the Companies Act, 2013
and Securities and Exchange Board of India (“SEBI”) (Issue of Capital and Disclosure Requirements)
Regulations, 2018 and as amended.
For and on behalf of Board of Directors of of Ajay Poly Limited (Formerly known as Ajay Poly Private Limited)
Avanish Singh Visen

Executive Director and Chief Executive Officer
Place: New Delhi
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SECTION IV – ABOUT THE COMPANY
INDUSTRY OVERVIEW
The information in this section is derived from the report titled “Industry Report on Select Components Businesses For The
Consumer Durables Industry”, dated December 27, 2024 (the “F&S Report”), prepared by Frost & Sullivan (India) Private
Limited (“F&S”). We commissioned the F&S Report for the purpose of confirming our understanding of the industry in
connection with the Offer. Neither we, nor any of the BRLMs, nor any other person connected with the Offer has verified the
information in the F&S Report. Further, the F&S Report was prepared based on publicly available information, data and
statistics as of specific dates and may no longer be current or reflect current trends. F&S has used various primary and secondary
sources including government sources as well as international agencies to prepare the report. The F&S Report may also be
based on sources that base their information on estimates, projections, forecasts and assumptions that may prove to be incorrect.
F&S Report has advised that it does not guarantee the accuracy, adequacy or completeness of the F&S Report or the data
therein and is not responsible for any errors or omissions or for the results obtained from the use of F&S Report or the data
therein. Further, the F&S Report is not a recommendation to invest / disinvest in any company covered in the report. F&S Report
especially states that it has no liability whatsoever to the subscribers / users / transmitters / distributors of the F&S Report.
Prospective investors are advised not to unduly rely on the F&S Report when making their investment decision. Unless otherwise
stated Fiscal refers to the financial year ended March 31 of that year
1. MACROECONOMIC OVERVIEW OF GLOBAL AND INDIAN ECONOMY

Review of global economy
1.1.1. Global real GDP review and outlook
The global economy faced significant challenges in recent years, including extended trade conflicts, a slowdown in investments,
and the COVID-19 pandemic, that led to a recession in CY2020. Although the economy rebounded in CY2021, new issues
emerged in CY2022, such as the Russia-Ukraine war, inflation, and supply chain disruptions. By CY2023, these challenges
eased, establishing global GDP growth at 3.3%. The global economy is projected to grow at 3.2% for the next two years, 3.3%
in CY2026, back to 3.2% in CY2027 before moderating to 3.1% in CY2028. However, there are associated risks due to higher
interest rates and reduced government spending. India has been the fastest-growing major economy since last three years, with
8.2% real GDP growth in CY2023. In contrast, the US grew by 2.9%, China by 5.2%, while Europe struggled with just 1.2%
growth, affected by the ongoing war and high energy prices.
Exhibit 1.1: Real GDP Growth by Select Regions & Countries – Historic and Forecast, World, CY2018 – CY2028E
1.1.2. Inflation
Global inflation, after peaking at 8.6% in CY2022, eased to 6.7% in CY2023 and is projected to decline to 5.8% in CY2024.
This decline is driven by tighter monetary policies and lower international commodity prices. Faster disinflation could ease
financial conditions, while stronger reforms may boost productivity. However, new commodity price spikes or persistent
inflation could prolong tight monetary policies.
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Exhibit 1.2: Inflation Rate – Historic and Forecast, World, CY2018 – CY2028E
Review of Indian economy

1.2.1. Review and outlook of Real GDP growth in India
Indian economy has shown robust performance in the last three financial years and achieved 8.2% real GDP growth in FY2024,
outperforming many other major economies and least impacted by the inflationary pressure globally. Structural reforms including
disinvestment, increased FDI limits, and various GoI initiatives and schemes like Make In India, Production Linked Incentives
(PLI), National Logistics Policy, PM Gati Shakti National Master Plan, Ease of Doing Business etc. have been introduced to
bolster India's manufacturing sector after the pandemic.
Exhibit 1.3: Annual Real GDP and growth, value in INR trillion, India, FY2019 - FY2029E
India's FY2025 budget emphasizes nine key priorities aimed at achieving 'Viksit Bharat' or a ‘Developed India’. These priorities
include a) enhancing productivity and resilience in agriculture, b) fostering employment and skilling, c) promoting inclusive
human resource development and social justice, d) boosting the manufacturing and services sectors, e) advancing urban
development, f) ensuring energy security, g) investments in infrastructure, h) innovation, research and development, and i)
implementation of next-generation reforms. These priorities further underscore the government's vision for sustainable growth
and development across multiple sectors.
In CY2019, the Indian government set a target of becoming a USD 5 trillion economy by FY2025 however, the original timeline
has been revised by 18-24 months post pandemic. India crossed USD 3 trillion mark in FY2022 and likely to surpass USD 4
trillion mark in FY2025. The country needs another 2-3 years to cross USD 5 trillion mark unless some major unseen shock
happens – this would make India the third largest economy by surpassing Germany and Japan.
Macro factors contributing to economic growth include a young demographic dividend, spurring infrastructure demand due to
rapid urbanization, and global supply chain shifts that present new investment opportunities. While The Reserve Bank of India's
monetary policy is helping to manage inflation, the trade agreements are boosting export potential. While ‘Digital India’
programme is enhancing digital literacy, ‘Skill India Mission’ is improving workforce capabilities, and ‘Make in India’
programme is encouraging domestic manufacturing and foreign investments. Additionally, 500 GW of non-fossil fuel capacity
by 2030, is reinforcing India's commitment to sustainability. Furthermore, expanding financial inclusion continues to empower
individuals and businesses, strengthening overall economic activity. India’s nominal GDP is projected to reach INR 319.5 trillion
by FY2025E and INR 435.5 trillion by FY2029E, driven by recovery and infrastructure projects.
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Exhibit 1.4: India - Nominal GDP and nominal GDP growth (annual percentage change), value in INR trillion, growth
in %, FY2019-FY2029E
1.2.2. Per capita income

Per capita income is a broad indicator of the prosperity of an economy. Consumer confidence and discretionary consumption
improve with the rising per capita income. India’s per capita income was USD 2,497 in CY2023, classifying it as lower middle-
income country. The country’s per capita income needs to grow to USD 6,100 for middle-income status for which equitable
access to healthcare, quality educations and availability of jobs would be critical. India has significant expansion of middle-class
households in the last one decade due to robust economic development, relatively slower aging, rising income levels, and
urbanization – the trend is expected to continue and nearly 400 million additional middle-class and high-income population is
expected to be added to the country’s economy by FY2031 – this in turn would boost the per capita income of the country.
Exhibit 1.5: India vs. Global – Per capita income of India vs leading economies (USA, China, Europe and Southeast
Asia), value in USD, CY2018 - CY2028E
1.2.3. Private Final Consumption Expenditure (PFCE)

Private Final Consumption Expenditure (PFCE) refers to the spending by resident households and non-profit institutions serving
households on goods and services, both within and outside the economic territory. India experienced a significant rise in
disposable income in the last one decade that reshaped the consumer behaviour and expectations, with Indian consumers now
more willing to spend on a wide range of products and services, including clothing, electronics, and health and wellness products.
While Indian consumers remain price-sensitive, their preferences are gradually shifting toward higher-quality offerings. This
shift is fueled by accelerated urbanization, increased use of e-commerce platforms, and aspirations for an improved quality of
life, influenced by global trends and exposure to digital media. Businesses are adapting to these changing market dynamics and
the rise in consumerism as they seek to meet the evolving demands of this growing consumer base.
Exhibit 1.6: India – Private Final Consumption Expenditure as % of real GDP, value in INR trillion, contribution in
%, FY2019-FY2029E
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1.2.4. Deployment of bank credit towards consumer durables
Between FY2014 and FY2024, bank credit for consumer durables in India grew from INR 130 billion to INR 240 billion, at a
CAGR of 6.3%. After steady growth until FY2017, there was a sharp decline in the deployment of gross bank credit for consumer
durables in FY2019 primarily due to economic slowdown that reduced consumer spending, rising interest rates that made loans
more expensive, high levels of household debt leading to cautious spending, liquidity issues in the non-banking financial sector
affecting overall credit availability and stricter lending norms from banks. Credit deployment since then recovered and grew
steadily, reflecting stronger economic conditions and rising demand for consumer durables.
Exhibit 1.7: Deployment of bank credit towards Consumer Durables, value in INR Bn, FY2014 - FY2024
1.2.5. Urbanisation
According to the World Bank, India became the world’s most populous country in CY2022, with 1.41 billion people, accounting
for 18% of the global population. The population is expected to grow at a CAGR of 0.9% between CY2023 and CY2028. Rapid
urbanization led to a significant increase in urban towns and cities, driven by a better standard of living and more opportunities,
resulting in greater demand for infrastructure and housing.
Exhibit 1.8: India - Population vs Urbanization, Split in %, CY2018 - CY2028E
1.2.6. Inflation
Inflation started showing an upward trend since FY2019 and increased to 6.7% in FY2023. Rising inflation emerged as a key
macroeconomic concern in FY2023 with prices of almost every commodity touching new heights. However, in line with the
global trend, the inflation in India moderated to 5.4% in FY2024 due to a drop in commodity prices and actions taken by RBI.
The RBI left its inflation forecast for FY2025 unchanged at 4.5% even though spike in crude oil prices and persisting worries
about supply chain due to the Red Sea crisis. In the medium term, RBI expects the inflation to be stabilized at around 4% by
FY2029.
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Exhibit 1.9: India - Annual inflation rate, rate in %, India, FY2019 - FY2029E
1.2.7. Consumer Price Index (CPI)

The Consumer Price Index (CPI) measures changes in the price level of goods and services. From FY2019 to FY2024, India’s
General CPI rose from 140.4 to 185.8, while the CPI for consumer durables increased from 143.8 to 178.6 growing at a CAGR
of 5.8% and 4.4% respectively. This comparateively moderate price growth in the consumer durables segment benefited the
companies across the value chain.
Exhibit 1.10: India – General and Consumer durables CPI, FY2019 - FY2029E
1.2.8. Index of Industrial Production (IIP)

Post pandemic, since June 2021, industrial activity in the country started picking up and continued its momentum through
FY2022 – FY2024 with industrial output recording a sharp growth across all the four constituent sectors in the last three
consecutive years. FY2024 IIP provisional data indicates 5.5% growth for the manufacturing sector. The other three segments
i.e., Mining, Electricity, and General have grown by 7.5%, 7.1%, and 5.9% respectively in FY2024.
Exhibit 1.11: India - Index of Industrial Production (IIP) by sectors, FY2016 - FY2024
1.2.9. Growth in household electrification in India

Power is among the most critical components of infrastructure, crucial for the economic growth, industry, and welfare of nations.
The Indian government has made significant efforts over the past decades to turn the country from one with a power shortage to
one with a surplus by establishing a single national grid, fortifying the distribution network, and achieving universal household
electrification.
Objective of Pradhan Mantri Sahaj Bijli Har Ghar Yojana (SAUBHAGYA), launched in October 2017, along with Deen Dayal
Upadhyay Gram Jyoti Yojana (DDUGJY) was to achieve universal household electrification across the length and breadth of
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the country. These programmes have successfully electrified 100% of urban households and 99.3% of Indian rural households
at the end of FY2023 as per a report from the World Bank. The government is further supporting States for electrification of any
left-out households under the ongoing scheme of Revamped Distribution Sector Scheme (RDSS). RDSS has an outlay of INR
3,038 billion with gross budgetary support of INR 976 billion from Government of India over a period of five years from FY2022
to FY2026.
Exhibit 1.12: Access to electricity, Rural vs Urban household, in %, FY2017 – FY2023
1.2.10. Key factors driving the growth of Indian economy

Followings are some of the key factors driving the ascent of Indian economy:
Digital competitiveness: Strong digital advantage with 900 million working-age population having affordable internet access
at USD 2.5/month and 650 million smartphones that led to deeper inclusion and new demand for financial services, consumer
goods, healthcare, and education. Per capita data consumption is among the highest in the world at 17 GB and e-commerce is
already at 7%. Technology services exports crossed USD 150 billion in FY2022 - there are 1,500 global capability centres in
India ad with 5 million employees, the sector accounts for 40% of the global technology workforce.
Strong investment in Public infrastructure: India has among the best metro airports in the world and is the third largest air
traffic market having grown at a CAGR of 17% pre-Covid. Investments in airport infrastructure are providing deeper access to
remote areas. Similar investments in ports, railways and highways are creating a world-class transportation network that will
enable the creation of an efficient and integrated ecosystem for manufacturing, logistics and exports. The government of India
has set a plan to increase port handling capacity by four times to 10,000 MTPA by 2047.
A vibrant manufacturing base: As Global supply chains are realigning, India is emerging as an alternative supply source given
its raw materials, low labour costs, growing manufacturing knowhow, and entrepreneurial ability. Manufacturing sector accounts
for 17% of the nations’s GDP in FY2023 and employs over 27.3 million workers. Indian government introduced a few landmark
policies such as PLI to share of manufacturing to 25%.
Initiatives to reduce energy import and increase country’s energy security: India is working to achieve energy independence
by 2047 and reduce the USD 100 billion spent annually on energy imports by increasing investments in renewable energy and
green hydrogen. The government has set a goal of 500 GW of renewable capacity by 2030, requiring USD 300 billion in
investments.
Stability in policy making: A stable political climate has led to consistency and predictability in policies in the last decade
promoting efficiency and agility in doing business. This has instilled confidence among the global investor and resulted in steady
inflow of FDI into the country.
2. GOVERNMENT REGULATIONS IN ELECTRONICS MANUFACTURING SERVICES
India emerging as a global manufacturing hub
India has established itself as a prominent contender in the global electronics manufacturing sector, attracting significant interest
from multinational corporations and investors. With the world increasingly recognizing the need for diversified supply chains,
India’s unique advantages, coupled with favorable government policies, positions it as an attractive alternative to traditional
manufacturing powerhouses like China and emerging markets like Vietnam. Several key factors underscore India’s growing
appeal in the electronics manufacturing landscape, as outlined below.
2.1.1. China + 1 strategy of global companies
At present, China is the world’s second-largest economy and accounts for approximately 29% of the global manufacturing output.
China has been the manufacturing hub of the world for decades, but the country has been gradually losing its position due to
several factors. Ageing manufacturing hubs that rely on cheap labour are no longer working for China. A shrinking and ageing
workforce in China implies that the country's labour-driven manufacturing expertise is fading and is facing stiff competition
from other South Asian and Southeast Asian nations including India. Besides, escalating trade tensions between China and the
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United States have forced many global companies to diversify their supply chain and opt for the China+1 strategy. For instance,
companies like Apple have aggressively expanded their operations in India – a path that many large manufacturing companies
are expected to follow in the coming years.
On the other hand, India emerged as a key alternative to traditional manufacturing hubs, particularly under the global "China+1"
strategy, where companies are seeking to diversify their supply chains beyond China. With its robust economic growth,
increasing industrial output, and government-backed initiatives like ‘Make in India’ and ‘Production Linked Incentive’ (PLI)
schemes, India presents an attractive alternative for manufacturing to the global investors. Additionally, the country offers a
competitive labor market, growing domestic demand, and a large pool of skilled workforce. The strategic focus on sectors like
electronics, pharmaceuticals, renewable energy components, and automotive manufacturing further reinforces India’s potential
as a leading global manufacturing hub.
2.1.2. Demographic dividend
The demographic dividend is a clear advantage that India has over the other leading manufacturing economies. India has the
largest young workforce among its peers with an average Indian being 10 years younger than a Chinese. China's statistics bureau
indicated that the country has lost 41 million workers in the last three years. China's rapidly ageing population is estimated to
cross 400 million by CY2035 and is expected to pose a major threat to the country's labour-intensive economy.
The Ministry of Skill Development & Entrepreneurship (MSDE), National Skill Development Corporation (NSDC), and Sector
Skill Councils (SSCs) have taken multiple initiatives including vocational training to create a technically skilled job-ready
workforce to reap the benefits of demographic dividend.
Exhibit 2.1: Comparison on age of population – India vs. China, Thailand, Vietnam, and Mexico, April 2024
2.1.3. Large pool of skilled workforce

India has 593.7 million labours - the second largest in the world after China. India is the only major world economy where the
supply of workforce is growing faster than demand. Every year, approximately 12 million young people reach employable age,
which separates India from the other leading manufacturing economies. Besides, India’s labour cost is one of the lowest in the
world - The real average daily wage of India was approximately one sixth of China in CY2023 – a compelling case for the major
companies to explore cheaper manufacturing destinations such as India, Thailand, Vietnam, etc. Furthermore, India produces a
substantial number of engineers and technical graduates each year, ensuring a steady supply of skilled labor tailored to the
electronics sector.
Exhibit 2.2: Comparison on key labour market parameters – India vs. China, Thailand, Vietnam, and Mexico, April
2024
2.1.4. Improved business environment

India's business environment improved significantly in the last one decade as is evident from ‘Ease of Doing Business (EoDB)’
rank – from 142 in 2014 to 63 in 2019. Numerous measures across multiple economic sectors have converged towards this
favourable EoDB trajectory. The Goods and Services Tax Network (GSTN) unified the country’s states and UTs under one intra-
national economic market system by integrating many fragmented tax systems.
Besides, to boost trade activities, significant investments have been made towards increasing the capacities of India’s ports,
airports, freight, railways and other critical aspects of trade-related logistics. Apart from improving the physical infrastructure,
various measures like electronic sealing of containers, electronic submission of supporting documents with digital signatures,
etc. have been taken to improve port operations and reduce turnaround times. Additionally, India is investing in digital
infrastructure to match the logistics and telecom infrastructure of more advanced peers like China.
The ‘Make in India’ scheme has paid significant dividends to India’s export and employment outlook. The PLI schemes in
strategic industries are incentivising the expansion of Indian manufacturing and production and making the nation globally
competitive. Significant growth has been observed in sectors like pharmaceuticals, heavy chemicals, and electronics. This
resulted in India being the fastest growing manufacturing market globally along with Vietnam.
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Exhibit 2.3: Comparison on business environment parameters – India vs. China, Thailand, Vietnam, and Mexico
2.1.5. Other driving factors

Large domestic consumption base: India boasts a rapidly expanding domestic market driven by a burgeoning middle class
with increasing consumption of electronic goods. This growing demand presents a substantial opportunity for manufacturers
looking to tap into new markets. In contrast, China is experiencing market saturation in certain segments, while Vietnam’s overall
market size is comparatively smaller. India's vast domestic market, combined with its position as a gateway to other South Asian
markets, enhances its attractiveness for electronics manufacturers.
Trade agreements and global relations: India is actively pursuing bilateral and multilateral trade agreements that enhance its
global trade relationships. Some notable examples include the India-Australia Comprehensive Economic Cooperation
Agreement (IACEA), the India-United Kingdom Free Trade Agreement (UKFTA), and the India-Mauritius Comprehensive
Economic Cooperation Agreement (IMCECCA). Additionally, India is a member of the Regional Comprehensive Economic
Partnership (RCEP) and the World Trade Organization (WTO). These agreements aim to reduce tariffs, improve market access,
attract foreign investment, and promote economic growth. India’s strategic approach to trade positions it favourably in the global
landscape, making it an attractive option for companies seeking to diversify their supply chains.
Innovation and R&D Ecosystem: Ancient India was the land for innovations and today, modern India, acting as ‘Vishwa
Mitra’, is leveraging technology to bridge the gaps and reach new heights. Destined to be ‘Viksit Bharat’ by 2047, India aims
to make research, innovation, and entrepreneurship the key drivers of its transformation. This emphasis on continuous
improvement, coupled with India's vast pool of skilled talent, positions the country as a frontrunner in the global innovation
landscape. Various programmes that are driving the innovation ecosystem of the country are Startup India, Atal Innovation
Mission (AIM), The National Innovation Foundation – India (NIF), Innovation in Science Pursuit for Inspire Research
(INSPIRE), Deep Tech Start-ups Ecosystem, National Education Polity 2020 (NEP 2020), etc. Due to this, many renowned
global corporations are increasingly establishing Research and Development (R&D) teams and Global Technology Centers
(GTCs) within the country. This is a win-win situation as Global corporations gain access to India's skilled workforce and cost
advantages, while India benefits from exposure to cutting-edge research, fosters innovation within its economy, and creates high-
quality jobs for its talented workforce. In conclusion, India's emergence as a hub for R&D and GTCs is a testament to the
country's growing importance in the global innovation landscape.
Government policies and schemes driving manufacturing in India
The manufacturing sector of India is going through a major transformation. The Indian government has implemented several
proactive measures to foster a conducive environment for manufacturing. Some of these notable initiatives are:
2.2.1. Production Linked Incentive (PLI) scheme:
‘Make in India’ is an initiative which was launched on 25th September 2014 to facilitate investment, foster innovation, build
best in class infrastructure and make India a hub for manufacturing, design, and innovation. It was one of the unique single, vocal
for local initiative that promoted India’s manufacturing domain to the world. ‘Make in India’ initiative is not the
state/district/city/area specific initiative, rather it is being implemented all over the country.
2.2.2. Production Linked Incentive (PLI) scheme:
Keeping in view India’s vision of becoming ‘Atmanirbhar’, PLI schemes for 15 key sectors / product baskets with an incentive
outlay of INR 2,130 billion are under implementation to enhance India’s manufacturing capabilities and exports. PLI scheme
across these key specific sectors started to make Indian manufacturers globally competitive, attract investment in the areas of
core competency and cutting-edge technology, ensure efficiencies, create economies of scale, enhance exports and make India
an integral part of the global value chain.
Based on a report from PIB, PLI schemes witnessed over INR 1,030 billion investment till November 2023, which led to
production / sales of INR 8,610 billion and employment generation (direct & indirect) of over 678 thousands. PLI Schemes have
witnessed exports surpassing INR 3,200 billion, with significant contributions from sectors such as Large-Scale Electronics
Manufacturing, Pharmaceuticals, Food Processing, and Telecom & Networking products.
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Exhibit 2.4: Approved financial outlay under Production Linked Incentive (PLI) scheme
The Production Linked Incentive (PLI) scheme for white goods aims to enhance India's manufacturing capabilities for Air
Conditioners (ACs) and LED lights by providing incentives of 4% to 6% on incremental sales over five years. The scheme covers
90% of the Bill of Material (BoM) for ACs and 87% for LED lights, targeting a significant increase in local value addition from
20% to 80-85%. It is expected to drive INR 2,710 billion in production and attract INR 58.9 billion in investments. Future
expansions could include refrigerators and additional white goods components to further strengthen India's manufacturing
ecosystem.
Key trends in Indian Electronics manufacturing sector
2.3.1. FDI Inflows in Indian Electronics Sector
India's electronics sector has witnessed a significant resurgence in FDI inflows since FY2019, driven by a combination of factors.
Government initiatives like the National Electronics Policy and Production-Linked Incentive scheme, coupled with economic
factors such as global demand and domestic market growth, have created a favorable environment for investment. Improvements
in infrastructure and increased investor confidence have further fueled this positive trend. These combined factors have made
India a more attractive destination for electronics manufacturers seeking to capitalize on the growing global demand for
electronic products.
In FY2015, FDI inflows in the Indian electronics sector were relatively modest at USD 1.5 billion. The next couple of years saw
FDI growing gradually to USD 1.7 billion before falling steeply to USD 0.2 billion and USD 0.5 billion in the next two financial
years owing to a combination of economic and policy factors. Economic factors, such as a global economic downturn and
domestic economic challenges, may have made investors more cautious. Policy factors, including the introduction of GST,
regulatory changes, infrastructure constraints, and geopolitical tensions, could have created a less favorable investment
environment. However, driven by Govt.’s vision for the Electronics sector and attractive policies, FDI in Indian Electronics
sector surged to USD 2.9 billion in FY2020, signaling renewed investor interest and confidence in India's electronics sector. The
positive trend continued into FY2022, FY2023 and FY2024, with inflows rising to USD 3.6 billion, USD 4.1 billion, and USD
4.8 billion respectively.
Exhibit 2.5: India - FDI inflow in the Electronics sector, value in USD billion, FY2015 – FY2024
2.3.2. Global companies with an established manufacturing presence in India

The table reflects a robust manufacturing ecosystem in India, with leading global brands like LG, Samsung, Panasonic, Haier,
and Whirlpool having established manufacturing facilities across the country. Besides, majority of these companies have strong
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manufacturing capability expansion plans for India. This indicates that India is becoming a key manufacturing hub for consumer
electronics and home appliances products, aligning with the government's ‘Make in India’ initiative.
Exhibit 2.6: Select global companies that have set up Consumer Electronics manufacturing facilities in India
The Company's manufacturing units have been strategically positioned near key northern, western and southern appliance
manufacturing hubs of our OEM customers, which reduces lead times and logistics costs and ensures faster and more efficient
delivery. This proximity suggests potential supply chain synergies, especially for components or raw materials that Ajay Poly
supplies to these manufacturers resulting in reduced logistics costs and enhanced just-in-time manufacturing practices.
Exhibit 2.7: Select global companies and their expansion plans in India
2.3.3. Import substitution

India’s electronics imports (finished good, electronics assembly and components, solar and storage products) remained
rangebound at approximate INR 4,000 billion between FY2019 and FY2021, however, surged sharply in FY2022, reaching INR
5,497 billion, largely due to the global semiconductor shortage that disrupted domestic production and increased reliance on
imports. The imports further increased to INR 6,208 billion in FY2023 to support the strong growth in domestic electronics
production through imports of electronics assembly and components. Imports in FY2024 grew at 17.2% to INR 7,275 billion, as
import of solar components significantly increased at the later half of FY2024 before the implementation of ALMM from April
1, 2024.
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Exhibit 2.8: Mapping Ajay Poly’s Manufacturing Footprint and EMC Clusters in India
In order to reduce dependence on imports, the government introduced PLI schemes and is developing Electronics Manufacturing
Clusters (EMCs) across the country (in places such as Mundra, Adityapur, Mysore, etc.), providing world-class infrastructure to
boost domestic production. Ajay Poly Ltd. (APL) has strategically positioned its manufacturing facilities across India, aligning
closely with key Electronics Manufacturing Clusters (EMCs). The company operates five units in Greater Noida, a prominent
hub for consumer electronics and mobile manufacturing. In Pune, APL has two facilities, one in Karegaon, and other in Shirwal,
strategically located within the western EMC ecosystem catering to industrial and consumer electronics. Its Chennai facility is
well-positioned near the Sriperumbudur and Oragadam EMCs in Tamil Nadu, while the Sanand unit in Gujarat supports the
western electronics supply chain. Additionally, the Mohali unit complements northern industrial hubs. This extensive presence
enables APL to support manufacturers in major EMC regions.
Exhibit 2.9: Import of Electronic products, INR billion, India, FY2019 - FY2029E
The Govt. is also using various means to curb imports such as ‘Phased Manufacturing Programmes’ and subsequent penalties,
mandatory BIS certifications, import duty and anti-dumping duties, etc. For example, Government published a long list of more
than 65 products including Television, Laptops, LEDs etc. that require mandatory BIS certification, effectively restricting the
import. The government also prohibited the import of air conditioners (both split and window models with refrigerants), which
were previously under the ‘free’ import category, shifting them to the ‘prohibited’ category to further support domestic
production. As a result, imports of electronics into the country are expected to decline from FY2025 onwards and is expected to
drop to INR 5,500 billion by FY2029.
2.3.4. Growing exports
India’s electronics exports have been rising steadily, driven by the China+1 strategy, strong government support through the PLI
scheme, and a growing domestic manufacturing ecosystem.
Exhibit 2.10: Export of Electronic products, INR billion, India, FY2019 - FY2029E
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Increased investments in infrastructure, skilled labor, and R&D have enabled Indian manufacturers to meet global demand,
particularly for mobile phones, semiconductors, and electronic components. Favorable trade agreements and rising global
demand for digital technologies like 5G and AI will further boost export growth, positioning India as a key player in the global
electronics market.
As per data published by MeitY, exports of electronics products increased by almost three times between FY2019 and FY2023
- from INR 619 billion to INR 1,899 billion, at a staggering CAGR of 31.7%. The exports has reached INR 2,400 billion landmark
in FY2024 which is approximately 25% of domestic electronics production. The share of exports is expected to increase further
to 35% by FY2029, amouting to INR 8,876 billion.
3. ASSESSMENT OF ELECTRONICS MANUFACTURING SERVICES (EMS) MARKET

Overview of global Electronics industry
3.1.1. Size of global Electronics industry
Global Electronics industry experienced substantial growth in the recent years primarily driven by the widespread adoption of
electronic devices in a variety of sectors and technological advancements. The global electronics market was valued at USD 2.8
trillion in CY2023 and expected to grow to USD 3.7 trillion by CY2028. Consumer electronics, automotive, telecommunications,
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and healthcare are among the industries that are contributing to this robust growth. Revenue from smartphones, laptops, and
wearable devices is substantial, and consumer electronics continue to be a fundamental component of this industry.
Exhibit 3.1: Size of Electronics industry, USD billion, Global, CY2018 – CY2028E
3.1.2. Comparison of per capita electronics consumption among various regions

Globally, per capita electronic consumption is steadily increasing and is currently at USD 343. Per capita electronics consumption
is the highest for North America followed by Europe. Electronics consumption in these regions are driven by the growing
adoption of wireless connectivity for several electronic devices. Technological advancements, coupled with the growing
popularity of wearable electronic devices, are also driving these market. Per capita consumption of electronics for APAC, MEA,
and Latam regions are modest and at 316, 234, and 214 respectively.
India has one of the lowest electronics consumption among the major economies and is currently at USD 91, approximately 1/4 th
of the global average. Electronics consumption in the country however has grown at 8.2% CAGR between FY2019 and FY2024
due to factors such as such as increased disposable income, growing urbanization and middle-class population, ease of financing,
emergence of e-commerce platforms, technological advancements etc.
Exhibit 3.2: Per capita electronics consumption, in USD, Region-wise, CY2023
3.1.3. Growth in global Consumer Electronics market

The global consumer electronics market size was valued at USD 956 billion in CY2023 and is expected to reach to USD 1,226
billion by CY2029, growing at 5.1% CAGR. Smartphone and computer proliferation will continue to fuel the global market for
consumer electronics. The industry has evolved significantly over the last few years owing to several new technological
developments. Technological proliferation, emergence of smart devices and growing urbanization would be the key factors
driving the demand Consumer Electronics in the coming years.
Exhibit 3.3: Size of Consumer Electronics industry, USD billion, Global, CY2018 – CY2028E
An interesting trend has been observed that the per capita income of most of the economies grows at a faster pace after reaching
the inflection point of USD 2,000. The USA and UK reached this mark between 1950 and 1970, while Malaysia reached the
mark in 1986, Thailand in 1994, China in 2007 and Vietnam in 2012. It has been observed that this event generally has a positive
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effect on the Consumer Electronics market. With higher income levels, consumers often aspire to upgrade their lifestyles and
seek improved living standards. They tend to invest in products that offer convenience, comfort, and enhanced features, such as
high-end electronics, home appliances, and luxury goods. India reached this important milestone of USD 2,000 per capita income
in CY2019 and has the potential to achieve USD 10,000 per capita income or a USD 20 trillion economy by the year 2047 if it
manages to accomplish a sustained growth rate of 7–7.5%.
Exhibit 3.4: India vs. select developed and developing economies, per capita income after reaching the inflection point
of USD 2000, CY1960-CY2029E
Overview of global Consumer Durables market

The global consumer durables industry refers to the sector that produces and sells durable goods meant for personal and
household use. Consumer durables are long-lasting products that are intended to be used over an extended period, typically
lasting for several years. The industry covers a broad range of items such as Room air conditioners, Refrigerators, Televisions,
Washing Machines, Audio Systems, Microwaves alongside smaller home and kitchen appliances like Induction cooktops,
Dishwashers, Coffee Machines, Grills and Toasters, Mixer-Grinders, Vacuum Cleaners, etc. These products play a significant
role in enhancing everyday convenience and comfort within households.
Exhibit 3.5: Classification of Consumer Durable products
3.2.1. Global consumer durables industry market size

The COVID-19 pandemic impacted the growth of global consumer durables market in CY2020. However, the market bounced
back with lots of optimism and registered 9.0%, 6.0% and 5.5% growth in the subsequent years to reach USD 586 billion – this
is despite challenges like increased inflation, Ukraine-Russia conflict, etc. Factors such as increased disposable income, growing
urbanization and middle class population, ease of financing, emergence of e-commerce platforms, technological advancements
etc. are driving the growth of the global consumer durables market. The market is expected to grow at 5.5% CAGR to become a
USD 765 billion market by CY2028.
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Exhibit 3.6: Global consumer durables industry size, USD billion, CY2018 - CY2028E
3.2.2. Indian consumer durables industry market size

Similar to Global consumer durables industry, India's consumer durables market has also undergone significant growth in the
past years, driven by a multitude of factors such as developing economy, increased consumer spending power, improved access
to quality products at competitive prices, etc. The market has been growing at 12.6% CAGR between FY2019 and FY2024 and
reached INR 1,325 billion in FY2024. Projections indicate a robust CAGR of 14.5% through FY2029, with the market expected
to expand to INR 2,607 billion by that year.
Innovative retail strategies, such as exchange programs, attractive discounts, and financing options, and emergence of e-
commerce platforms have enhanced consumer purchasing power. Additionally, the focus on energy efficiency and product
longevity, particularly for high-energy appliances like refrigerators and air conditioners, is driving lower operational costs and
energy bills. The accelerated local production of electronic goods to meet rising domestic demand is anticipated to further
strengthen the industry's supply base over the next five years.
Exhibit 3.7: Indian consumer durables market size, value in INR billion, growth in %, FY2019 – FY2029E
3.2.3. Consumer durables penetration in India vs. other countries

Penetration rates for consumer durables vary across geographies due to various regional and economic factors. Developed
economies have higher penetration of various consumer durable due to higher average incomes, greater purchasing power, and
more mature consumer durables markets.
Television has the highest global average penetration of 92% in CY2023, followed by refrigerators and washing machines at
90% and 82%, respectively. The global penetration of room air conditioners is approximately at 45%, which is rapidly increasing
due to the change in weather conditions and increasing adoption across the world. India has much lower penetration than the
global average across the consumer durables category with room air conditioner and Microwave having the lowest penetrations
at 9% and 8% respectively. This indicates that there is strong headroom for growth across categories in the coming years.
Exhibit 3.8: Comparison of consumer durables penetration in India vs other countries, CY2023
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Overview of global Electronics Manufacturing Services (EMS) market
3.3.1. Size of global EMS market
Due to attractive value propositions such as increased production efficiency, reduced costs, faster product launch and reduction
in non-core activities, the global EMS market witnessed a period of `steady growth till CY2018, riding on the wave of increased
outsourcing activities from brand manufacturers and increasing electronics content. In CY2019, however, the opportunities
started stagnating due to a multitude of factors such as decline in global automotive sales and saturation of consumer electronic
sales. Besides, supply chain restrictions due to heightened trade tensions between US and China, followed by the pandemic in
the end of 2019 affected the global EMS market significantly during this period – the supply chain glut eased subsequently
however continued till the beginning of CY2023. The market is now on a steady growth path and valued at USD 789 billion in
CY2023 and expected to reach to USD 1,304 billion in CY2029, growing at a CAGR of 10.6%.
Exhibit 3.9: Global EMS market, value in USD billion, growth in %, CY2018 – CY2028E
3.3.2. Geographic dispersion of global EMS market

China dominates the global EMS market with 46.5% share in CY2023. However, post COVID-19, many global OEMs are
resorting to China + 1 strategy, thereby looking for alternative low-cost manufacturing locations for regional manufacturing and
exports. With the Indian government’s focus on making India a globally competitive electronics manufacturing hub through
various policy support, the country’s share in the global EMS market is expected to rise from 3.8% in CY2023 to 7.7% by
CY2028.
Exhibit 3.10: Global EMS market split by countries
Overview of Indian EMS market

The Indian EMS industry is relatively young, with nearly three decades of experience. The industry has grown in prominence
over the last decade, primarily driven by the geographical diversification by global OEMs of their manufacturing needs to reduce
dependence on China and the availability of government incentives and other schemes, among others.
Indian EMS industry comprises of more than 700 companies, ranging from large (international and domestic), and MSMEs.
Prominent large companies are some of the global EMS majors such as Foxconn (Bharat FIH), Flex, Wistron, Pegatron, Jabil,
etc. and homegrown EMS companies such as Dixon, Amber, SFO, Syrma, Kaynes, Cyient, Centum, Elin, Avalon etc. As global
MNCs and their supply chain partners are investing in India, the Indian EMS industry is well poised to unlock its true potential.
Ambitious capacity augmentation plans of indigenous EMS players to capitalise on favourable government policies will drive
growth of the Indian EMS industry in coming years.
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3.4.1. Business models of Indian EMS companies
Two business models are widely followed by the large and medium EMS companies in India – ODM and EMS model. Under
ODM model, EMS companies (often refer them as OEMs / ODMs) design products as per the specifications provided by the
brands. EMS companies then source components, carry out fabrication and assembly, test the final product, and also undertake
logistics and after sales services related activities. ODM model helps the EMS companies to have deeper and long-term business
relations with the OEMs. This is a high margin business and comes at a premium for good designs.
On the other hand, under EMS model, which is currently widely followed in India, brands / OEMs provide designs and
specifications to the EMS companies. EMS companies source components, manufacture / assemble components, and supply the
finished products back to brands / OEMs.
Exhibit 3.11: Business models of Indian EMS companies
Increasingly, Indian EMS companies are moving beyond traditional contract manufacturing activities and offering
comprehensive design services, benefiting both EMS companies and brands by enhancing profit margins and allowing brands to
concentrate on core activities such as innovation, brand development, sales and marketing, etc. Besides, with higher volume, and
catering to multiple brands / OEMs, the EMS companies can enjoy the economies of scale, leading to improved margins or lower
prices offered to brands / OEMs or both. Additionally, with increase in demand, EMS companies are likely to invest in a
localized component ecosystem, bolstering domestic sourcing and competitiveness in the domestic electronics manufacturing
industry.
3.4.2. Size of Indian EMS market
The Indian EMS market is valued at INR 2,470 billion in FY2024 and is projected to grow at a CAGR of 27.4%, reaching INR
8,286 billion by FY2029. This growth underscores the EMS sector's crucial role in India's electronics ecosystem, driven primarily
by mobile phones, consumer electronics, industrial electronics, and automotive electronics segments.
Exhibit 3.12: Indian EMS market, value in INR billion, growth in %, FY2019 – FY2029E
3.4.3. Indian EMS market split by CM and ODM business models

In India's EMS market, contract manufacturing (CM) model dominates the market with approx. 79% share in CY2024. As
reference designs and specifications are largely provided by the brands / OEMs to EMS providers, there is not much scope for
product differentiation. ODM opportunities primarily exists in the entry-level products. These products have low differentiation,
and the ODMs differentiate them through quality, cost and delivery. As EMS companies are steadily shifting towards ODM
models, giving full turnkey solutions for items from design, product development to reverse logistics, share of ODM model is
expected to increase to 25% by FY2029. Innovation is key in ODM model, with cost reduction still the main driver, alongside
growing design capabilities.
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Exhibit 3.13: Indian EMS market split by CM and ODM, value in INR billion, FY2019 – FY2029E
3.4.4. Indian EMS Market Split by B2B vs B2C segments

EMS market is can also be split into B2B and B2C segments. Mobile phones and Consumer Electronics (Room Air Conditioner,
Washing Machines, Refrigerators, Televisions, Microwaves, Water Dispensers, Air Coolers, Kitchen Appliances, etc.), which
are high volume segments are entirely B2C, whereas segments such as aerospace and defence, industrial, telecom, and medical
fall under the purview of the pure-play B2B segment. Automotive, lighting, and IT segments have mix of B2B and B2C
customers. Within B2C, white labelling or ODM business model is gradually becoming an important trend in the consumer
electronics segments where EMS companies are designing the entry level products and selling to the brands. In India, the B2C
market was valued at INR 1,951 billion in FY2024 and is expected to maintain its dominance, reaching INR 6,282 billion by
FY2029. On the other hand, B2B currently has 19% share which is expected to increase to 24% by FY2029, with the segment
attaining a value of INR 2,004 billion.
Exhibit 3.14: Indian EMS market split by B2B and B2C, value in INR billion, FY2019 – FY2029E
3.4.5. Indian EMS market segmentation by key end-use industries

Indian EMS industry caters to multiple end user segments such as Mobile Phones, Consumer Electronics and Appliances (CEA),
Telecom, Automotive, Industrial, Lighting, IT products, Medical, and Strategic electronics. Among these industries, Mobiles
Phones and CEA account for approx. 75% share in FY2024 – while Mobile Phones is expected to lose share in the coming years
as EMS activities are penetrating into other segments, cumulative share of these segments would still be around 71% in FY2029.
Share of CEA is expected to grow from 13.5% in FY2024 to 14.5% by FY2029, indicating a CAGR of 29.2% over the next 5
years. While EMS market across all the segments are expected to grow at 20%+ CAGR during this period, segments such as IT,
Medical, and Automotive would lead the bandwagon with more than 30.0% CAGR over the next 5 years period.
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Exhibit 3.15: Indian EMS market split by end-user segments, FY2024 – FY2029E
Mobile Phones: The mobile phone manufacturing sector remains the largest within the Electronics Manufacturing Services
(EMS) landscape in India and is experiencing significant growth. India has established itself as a major global manufacturing
hub for mobile devices. The evolution of telecommunications technology from 3G to advanced solutions like 4G, 4G+, and 5G
is fundamentally reshaping data mobility in the country. The expansion of 4G technology has notably enhanced internet
accessibility and increased data consumption among consumers, paving the way for future advancements in mobile
communications.
Consumer Electronics & Appliances (CEA): In the consumer electronics and appliances segment, India holds a prominent
position, ranking second in market share after mobile phones. The market is being driven by rising disposable incomes and rapid
technological advancements, prompting consumers to upgrade to the latest products. As digital technologies and connectivity
infrastructure evolve, previously untapped markets are becoming accessible, attracting consumer electronics companies.
Additionally, there is a growing demand for small and kitchen appliances, which constitutes a significant portion of the overall
market. To meet this rising demand for components, EMS providers and Tier-1 manufacturers are increasingly focusing on
developing a robust component base domestically.
Automotive: The automotive electronics sector is poised for growth, fueled by increasing consumer awareness and rising income
levels. The shift towards enhanced in-vehicle digital experiences, combined with a growing emphasis on safety features and
advanced communication services, is driving demand in this market. Automakers are also expanding their offerings with more
embedded connectivity solutions, which further enhances the overall automotive experience for consumers.
Industrial: Industrial electronics are essential for boosting the efficiency and productivity of various sectors. This market is
expected to grow as industries such as energy, transportation, and agriculture invest in modern technologies. The focus is on
integrating power conditioning technologies and power electronic devices, which include sensors, actuators, and automation
equipment. As industries continue to adopt cutting-edge solutions, the role of industrial electronics in optimizing operations will
become increasingly significant, contributing to the modernization of technology across various sectors.
Make In India for domestic demand & global demand
The "Make in India" initiative, launched in 2014, aims to transform India into a global manufacturing hub and boost economic
growth through domestic production. This initiative is particularly pivotal for the Electronics Manufacturing Services (EMS)
sector, which plays a critical role in supplying electronic components and devices for various industries. As the demand for
electronics surges both domestically and internationally, the initiative seeks to enhance India's manufacturing capabilities, attract
foreign investments, and foster innovation. By empowering the EMS sector, "Make in India" not only addresses local needs but
also positions India as a competitive player in the global supply chain. Here’s how the initiative enhances the EMS landscape:
 Strengthening Local Manufacturing Capabilities: The initiative aims to elevate the EMS industry by encouraging
companies to set up manufacturing facilities in India. By building local capabilities, the initiative seeks to reduce reliance
on imports for electronic components and devices, ensuring a robust domestic supply chain that supports various sectors,
including consumer electronics, automotive, and telecommunications.
 Attracting Global EMS Players: "Make in India" serves as a magnet for foreign EMS companies looking to establish
operations in India. With favorable policies and incentives, global players are encouraged to invest in local production,
facilitating technology transfer and best practices. This influx of expertise and resources enhances the competitiveness of
the Indian EMS sector.
 Catering to Rising Domestic Demand: With increasing consumer demand for electronics and smart devices, the EMS
sector is poised to benefit significantly. The initiative focuses on developing local supply chains to meet this demand,
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enabling quicker turnaround times and customization of products. This responsiveness not only satisfies domestic consumers
but also strengthens India's position as a reliable manufacturing hub.
 Enhancing Export Potential: By improving manufacturing standards and operational efficiencies, the EMS sector can
better cater to international markets. The "Make in India" initiative aims to position India as a global sourcing destination,
making Indian EMS companies more competitive in the export market. This shift can lead to a substantial increase in
electronics exports, contributing positively to the nation’s economy.
 Fostering Innovation and R&D: The initiative encourages collaboration between domestic EMS providers and global
technology firms, driving innovation within the sector. Establishing research and development centers in India allows local
players to develop cutting-edge solutions tailored to market needs. This focus on innovation enhances the quality and appeal
of Indian-made products in both domestic and international markets.
 Skill Development for a Competitive Workforce: To meet the growing demands of the EMS sector, skill development is
essential. The initiative promotes training programs aimed at enhancing the skill set of the workforce in electronics
manufacturing. By equipping individuals with necessary technical skills, the initiative not only addresses the skill gap but
also ensures a steady supply of qualified labor for the expanding EMS industry.
 Sustainability and Green Manufacturing: The "Make in India" initiative emphasizes the importance of sustainability in
manufacturing practices. EMS companies are encouraged to adopt eco-friendly technologies and processes, reducing their
environmental footprint. This commitment to sustainability resonates with global trends, making Indian EMS offerings more
attractive to environmentally conscious consumers.
 Infrastructure Development to Support EMS Growth: The initiative includes substantial investments in infrastructure
development, essential for the growth of the EMS sector. Improved logistics, transportation networks, and industrial parks
create a conducive environment for manufacturing activities, allowing EMS providers to operate efficiently and effectively.
Emerging trends in EMS industry in India
 Faster replacement cycle and high demand for emerging technologies: Electronic products have shorter life cycles as a
result of rapid technological improvement and newer products with enhanced technology. Customers are also replacing their
electronics with newer products with constantly changing customer views and expectations.
This growing preference for advanced technology products has driven rapid innovation in the consumer electronics business.
Emerging technologies, for example, IoT, AI, 5G, and the introduction of robotics and analytics in the industrial and strategic
electronics segment, have all led towards the overall development of numerous electronic products, which has boosted the
local demand.
 EMS companies offering design services: EMS companies are moving up the value chain and Indian design companies
work on end-to-end product development, right from concept design to development to prototype testing. Advanced product
development focusing on miniaturization, IoT, automation, AI, and defence applications is likely to be one of the biggest
trends in electronics design. Electronic Design Automation (EDA) is a category of software tools which drives the design
of Integrated Circuits and PCBs. Until recently, EDA software tools were used to cater mainly to the semiconductor business.
However, the fast rise of AI, ML, deployment of 5G communication, edge and cloud computing have created the need for
innovation in hardware, as an outcome such software tools are in very high demand.
 Component miniaturization: During the complete production cycle, an electronic device is being handled by a variety of
manufacturing equipment. The ever-increasing complexity of electronic assemblies, as well as component miniaturization,
has increased demand for advanced and dependable manufacturing equipment. The choice of PCB is dictated by three major
factors from the product perspective, which is complexity of operation, form factor, and level of miniaturization.
 After sales service as part of offerings of the EMS companies: Repair and rework are no longer seen as non-value-added
services in electronic manufacturing industry. It is increasingly becoming part of OEM and EMS/ODM service offerings.
Repairing and reworking equipment allows electronic manufacturers to save valuable electronic components and
semiconductors instead of discarding them. It is also being accepted in the electronics industry due to the development of
precise SMT (Surface Mount Technology) repair and rework equipment. Complex, high density PCBA are simply too
valuable to scrap. Due to the tight production runs of Just-In-Time manufacturing, even smaller boards with fewer
components would need to be repaired.
Key growth drivers for the industry
 Strong push towards Make in India: India is experiencing a strong push from the government to boost domestic electronics
manufacturing, especially in mobile phones, consumer electronics, IT, medical, and strategic electronics. Through the
“Aatmanirbhar Bharat Abhiyaan” (Self-Reliant India campaign), the government offers a growing range of incentives to
attract and localize production, encouraging both manufacturing and exports across various industries.
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 Influx of new electronic applications going forward: New emerging opportunities like Electric Vehicles, IoT, and
Electronic Security system (Cameras or Storage) are opening up new electronic market for India and these industries will
also be driven by the Make in India thrust.
 Increased electrification through various initiatives: The Indian Government’s "Power for All" program is a significant
step in this direction with the primary goal of making 24x7 power available to all households, industries, commercial
businesses, public needs, and any other entity that consumes electricity. This in turn would drive the demand for electronics
products.
 Digital India initiative: The primary objective of the program is to transform India into a digitally empowered society and
knowledge-based economy. In electronics manufacturing, the Digital India initiative is offering tax incentives in focus areas
like FABS, fabless design, set-top boxes, VSATs, mobiles, consumer and medical electronics, smart energy meters, smart
cards, and micro-ATMs.
 Changing geopolitical situation post-COVID: Post-COVID, there is a far greater resistance to rely on China as the key
manufacturing source for many global corporations. India is seen as one of the possible diversification areas along with
Vietnam and other Southeast Asian nations.
 Increasing financing options and no-cost EMI schemes: In recent years, the availability of low-cost financing and no-
cost EMI options has made consumer electronics more affordable for Indian consumers. Financial institutions are now
reaching rural and semi-urban areas to meet financing needs. Additionally, brands are partnering with financing companies,
which benefits consumers and increases brand visibility in smaller markets.
4. ASSESSMENT OF INDIAN CONSUMER DURABLES/ HOME APPLIANCES MARKET

4.1 Overview of Indian Consumer durables market
India's consumer durables market has experienced remarkable growth in recent years, fueled by several key factors, including a
developing economy, rising consumer purchasing power, and broader access to quality products at competitive prices. Between
FY2019 and FY2024, the market expanded at a compound annual growth rate (CAGR) of 12.6%, reaching INR 1,325 billion in
FY2024. Projections suggest this growth trajectory will continue, with the market expected to achieve a robust CAGR of 14.5%
through FY2029E, reaching an estimated INR 2,607 billion.
The market's growth has been driven by innovative retail strategies such as exchange programs, substantial discounts, and flexible
financing options, as well as the rapid rise of e-commerce platforms, all of which have empowered consumers to make purchases
more readily. Additionally, increasing attention to energy-efficient products, particularly in high-energy appliances like
refrigerators and air conditioners, has appealed to cost-conscious consumers seeking long-term savings on energy bills. The
growth of local production capabilities to meet domestic demand is expected to further strengthen the industry’s supply chain
over the next five years, reinforcing the market's expansion potential.
4.1.1. Replacement cycles of home appliances
The replacement cycle of home appliances is shortening due to technological advancements, growing energy efficiency
awareness, rising disposable incomes, and changing consumer preferences. Traditionally longer, these cycles are now faster as
consumers upgrade more frequently across categories like refrigerators, washing machines, microwaves, and air conditioners.
Innovations and regulatory changes are driving this trend, prompting quicker replacements for modern, efficient models.
Exhibit 4.1: Average lifecycle of home appliances in India, in years, FY2010 – FY2029E
 Refrigerators: Historically, refrigerators had a longer lifespan, with replacement cycles averaging 18 years in FY2010.
However, the introduction of energy-efficient models, modern designs, and advanced cooling technologies has reduced this
cycle. As of FY2024, the average replacement cycle for refrigerators is 13.1 years and this is anticipated to drop to 11 years
by FY2029E.
 Washing Machines: Washing machines, which had a replacement cycle of 14 years in FY2010, have also seen a reduction
in lifespan. Innovations such as inverter motors, energy-saving features, and improved washing capabilities have encouraged
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consumers to replace their machines more frequently. The current replacement cycle has shortened to 10.5 years in many
households.
 Microwaves: The replacement cycle for microwaves used to be around 12 years in FY2010, but this has also seen a decrease.
With the growing demand for faster, smarter, and more efficient cooking appliances, consumers are now replacing
microwaves within 8.5 years, driven by improvements in functionality and design.
 Cooktops: Cooktops, which had a replacement cycle of about 17 years in FY2010, have also experienced a shorter lifespan.
The average replacement cycle for cooktops is now 14.5 years as consumers seek better cooking technologies and features.
 Air Conditioners (ACs): Air conditioners had a replacement cycle of 16 years in FY2010, but rising environmental
concerns and advancements in cooling efficiency have led to a shorter lifespan. Today, ACs are typically replaced within
10- 11 years in FY2024.
4.1.2. Increasing demand from rural India
The demand for white goods and consumer durables in rural India is experiencing significant growth, driven by the convergence
of digitalization, e-commerce expansion, rising affluence, improved infrastructure, and rural electrification. Traditionally viewed
as a market dominated by urban consumers, rural India is now emerging as a key growth area for consumer goods manufacturers.
With increasing access to the internet, growing disposable incomes, and greater awareness of modern appliances, rural
households are now more inclined to invest in products that enhance their quality of life. This shift represents a promising
opportunity for businesses, as rural consumers continue to embrace technology and aspire to improve their living standards.
Digitalization: Digital infrastructure in rural India has vastly improved, thanks to government initiatives like Digital India and
the rollout of affordable internet access. With increased smartphone penetration and high-speed internet becoming more
accessible, rural consumers are becoming more informed and aware of modern appliances and technology. This has spurred
interest in purchasing white goods such as refrigerators, washing machines, and air conditioners that were once perceived as
luxury items but are now seen as essential for improving quality of life.
E-commerce Expansion: The rise of e-commerce platforms has revolutionized retail in rural India, providing access to a wide
range of products that were previously unavailable in smaller towns and villages. E-commerce giants such as Amazon and
Flipkart, along with region-specific players, have expanded their delivery networks, enabling rural consumers to purchase
products directly without relying on traditional brick-and-mortar stores. The convenience of home delivery, flexible payment
options, and competitive pricing have further encouraged rural households to invest in consumer durables. Moreover, online
marketplaces often offer discounts and financing options, making appliances more affordable for rural buyers.
Rising Affluence: Rural incomes have been gradually increasing due to improvements in agricultural productivity, government
welfare schemes, and employment opportunities in non-agricultural sectors. With more disposable income, rural households are
now able to spend on aspirational products like refrigerators, microwaves, and televisions. The shift from basic necessities to
lifestyle-enhancing products is becoming more prominent as rural consumers look to upgrade their living standards.
Government Schemes and Electrification: The government’s push for rural electrification through programs like the Deen
Dayal Upadhyaya Gram Jyoti Yojana (DDUGJY) has brought reliable electricity to a vast number of rural households. As a
result, rural families are now able to use electric appliances that were previously impractical. Additionally, schemes like Pradhan
Mantri Awas Yojana (PMAY) that promote affordable housing have led to an increase in household formation, further driving
demand for appliances.
Cultural Shift and Urban Influence: As rural areas become more connected, there has been a gradual cultural shift where rural
consumers increasingly aspire to emulate urban lifestyles. Exposure to television, social media, and digital advertisements has
made rural consumers more aware of the benefits of modern appliances. This shift, combined with growing disposable incomes,
has resulted in a greater willingness to purchase consumer durables that enhance comfort and convenience. Moreover,
consumerism is beginning to take root in rural India, driven by factors such as rising rural incomes, improved electrification, and
increased access to online retail platforms. As rural households gain access to modern conveniences, they are showing a growing
appetite for appliances that improve their quality of life, reflecting a significant opportunity for market growth in these regions,
has resulted in a greater willingness to purchase consumer durables that enhance comfort and convenience.
4.1.3. Growth Drivers and Market Trends
Growth drivers
 Rising Disposable Incomes: As India's per capita GDP continues to rise, the purchasing power of consumers is steadily
improving. This has led to greater demand for consumer durables, as more households can afford to invest in high-quality
appliances. A larger middle class and increased income levels fuel the growth of appliances, especially in emerging urban
centres. The availability of affordable credit and financing options has significantly boosted consumer purchasing power.
Retailers and financial institutions are offering easier EMI schemes and loans, making it simpler for end-consumers to
purchase expensive appliances, thus driving sales across various appliance categories.
 Accelerating urbanization: Urbanization is rapidly expanding, particularly in Tier 2 and Tier 3 cities, where the demand
for consumer durables is increasing. As more people migrate to cities for better job opportunities and living conditions, the
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need for modern appliances grows. Urban populations are more inclined to invest in convenience and energy-efficient home
products.
 Premiumization and efficient Appliances: The growing demand for premium and energy-efficient appliances is reshaping
the market. Consumers are increasingly willing to pay more for advanced features, such as smart technology, better energy
ratings, and environmentally friendly products. This shift toward premiumization is a direct response to rising incomes and
greater environmental awareness.
 Indian EMS Players Expand business: Indian electronics manufacturing services (EMS) players are ramping up their
efforts to grow exports, strengthening their global market shares. This is driven by both domestic and international demand
for quality products manufactured in India, with many Indian companies expanding their footprint in global markets.
Market Trends
 China+1 Strategy: With geopolitical and trade uncertainties surrounding China, multinational corporations are diversifying
their supply chains. The "China+1" strategy is resulting in the relocation of manufacturing operations to India. This shift is
benefiting the consumer durables industry, as companies look to tap into India's large and growing market while reducing
reliance on China.
 Surging Demand from Rural and Semi-Urban Markets: The increasing presence of brands and a greater focus on rural
and semi-urban markets is leading to a surge in demand for consumer durables. Enhanced distribution networks, rural
electrification, and improved infrastructure are driving this growth. Brands are increasingly targeting these regions, which
were once less accessible.
 Digitalization and E-Commerce Growth: The rise of e-commerce in India is transforming how consumers shop for
appliances. With greater internet penetration, online sales of consumer durables are growing rapidly. This has made it easier
for consumers to access a variety of brands, compare prices, and make informed purchasing decisions, fueling market
growth.
4.1.4. Comparison of white goods penetration between India and China at current GDP levels
There is a clear correlation between per capita GDP and the penetration of consumer durables, as higher income levels generally
enable greater access to such goods. For example, countries like China, with a higher per capita GDP, tend to have widespread
ownership of consumer durables like air conditioning units, washing machines, and microwaves.
Exhibit 4.2: Comparison of consumer durables penetration in India vs China, CY2023
In CY2007, China’s per capita GDP was USD 2,497, and at this level, the penetration of key appliances was significantly high,
with RACs at 54%, refrigerators at 71%, and washing machines at 61%. In comparison, India’s penetration levels for these
appliances at a similar GDP per capita are notably lower. However, with its growing economy and expanding middle class, India
is experiencing increasing penetration rates for these products. While still behind more developed markets, this gap underscores
the different stages of market development and highlights India’s strong potential for growth as household incomes continue to
rise.
4.1.5. Government schemes
Benefits for Consumers
 Increased affordability: Government subsidies and financial inclusion schemes have significantly enhanced the
affordability of home appliances for a broader spectrum of consumers, particularly those in low-income households.
Initiatives like the Pradhan Mantri Jan Dhan Yojana, launched in 2014, have facilitated the opening of over 475 million
bank accounts, granting millions access to credit and financial services. This financial empowerment enables consumers to
secure loans and subsidies for appliance purchases. Additionally, the government has introduced subsidies for energy-
efficient appliances, including LED bulbs and efficient fans, thereby making them more accessible to budget-conscious
consumers. Furthermore, the replacement of non-star rated air conditioners with Bureau of Energy Efficiency (BEE) 5-star
labeled and inverter ACs has also contributed to making energy-efficient options more attainable, promoting both
affordability and sustainability in household appliances.
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 Improved energy efficiency: Energy efficiency standards and subsidies have encouraged manufacturers to produce energy-
efficient appliances, which can help consumers save on electricity costs. The government has implemented energy efficiency
standards for various home appliances, such as refrigerators, washing machines, and air conditioners. These standards have
led to a significant increase in the availability of energy-efficient appliances in the Indian market. For example, the Bureau
of Energy Efficiency (BEE) has implemented a star rating system for refrigerators and air conditioners, which has
encouraged manufacturers to produce more energy-efficient models.
 Access to quality products: Government initiatives have helped to improve the quality of home appliances available in the
Indian market. The government has implemented quality control measures and standards to ensure that appliances meet
certain safety and performance requirements. This has benefited consumers by providing them with reliable and durable
products that are less likely to break down or malfunction.
Role of Direct Benefit Transfer (DBT) in increasing Rural demand
The Direct Benefit Transfer (DBT) scheme has played a significant role in increasing rural demand for various goods and
services, including home appliances. DBT involves transferring subsidies and benefits directly to the beneficiaries' bank
accounts, eliminating the need for intermediaries and reducing leakages. This has several benefits for rural consumers:
 Increased financial inclusion: DBT has helped to bring millions of rural households into the formal banking system,
providing them with access to credit and other financial services. This has enabled them to make larger purchases, including
home appliances.
 Reduced corruption: By eliminating intermediaries, DBT has helped to reduce corruption and leakages in the delivery of
subsidies and benefits. This has ensured that more funds reach the intended beneficiaries, leading to increased demand for
goods and services.
 Improved targeting: DBT has allowed for more precise targeting of subsidies and benefits, ensuring that they reach the
most vulnerable and needy households. This has helped to increase demand for essential goods and services, including home
appliances.
In addition to DBT, several other factors have contributed to the increase in rural demand for home appliances:
 Rural electrification: The government's efforts to improve rural electrification have made it possible for more rural
households to use appliances that require electricity, such as refrigerators, washing machines, and fans.
 Government schemes: Various government schemes, such as the Pradhan Mantri Awas Yojana (PMAY) and the National
Rural Livelihoods Mission (NRLM), have provided financial assistance to rural households, enabling them to purchase
home appliances.
 Changing lifestyles: Rural lifestyles are becoming more urbanized, with people seeking greater convenience and comfort.
This has led to increased demand for home appliances, such as refrigerators, televisions, and smartphones.
Benefits for Manufacturers
 Government initiatives: Several government initiatives aimed at enhancing manufacturing capabilities in India, such as the
Make in India Initiative, the Industrial Corridor Development Programme, and the PM Gati Shakti National Master Plan
(NMP), are providing significant support to manufacturers. The National Logistics Policy is also noteworthy, as it aims to
improve logistics efficiency and reduce costs, ultimately benefiting manufacturers by streamlining supply chains and
enhancing market accessibility.
 Increased demand: Government schemes have led to increased demand for home appliances, which has benefited
manufacturers by providing them with a larger market for their products. For example, the Pradhan Mantri Awas Yojana,
launched in 2015, has provided affordable housing subsidies to millions of people. This has led to increased demand for
appliances as people move into new homes and furnish their properties. Additionally, government initiatives to improve
rural electrification have expanded the potential market for home appliances to rural areas.
 Incentives for innovation: Government subsidies and incentives have encouraged manufacturers to invest in research and
development to develop new and innovative products. For example, the government has provided subsidies for
manufacturers to develop energy-efficient appliances and smart home technologies. These incentives have helped to drive
innovation in the home appliances industry, leading to the introduction of new and advanced products.
 Export opportunities: Government initiatives have helped to create favorable conditions for the export of Indian-made
home appliances. The government has implemented policies to reduce tariffs and trade barriers, making it easier for Indian
manufacturers to export their products to international markets. This has provided manufacturers with opportunities to
expand their businesses and reach new customers.
4.2 Refrigerator
4.2.1. Size of the Refrigerator market
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The Indian refrigerator market is set for significant growth in FY2024, driven by changing consumer dynamics and emerging
trends. The rise of nuclear families and improved credit access are shaping lifestyle preferences that prioritize convenience.
Technological advancements have diversified refrigerator models to meet varying needs, while a reliable electricity supply
enhances their usability. As consumers become more conscious of energy efficiency, the demand for innovative, high-quality
refrigerators is increasing, reflecting a broader shift towards sustainable living and modern conveniences in Indian households.
In terms of revenue, the refrigerator market was valued at INR 465 billion in FY2024, with expectations to grow to INR 821
billion by FY2029E, reflecting a CAGR of 12.0%. This growth trajectory highlights the industry's potential to adapt to evolving
consumer preferences and capitalize on emerging market opportunities in FY2025 and beyond.
Exhibit 4.3: Indian Refrigerator market, volume in million units, value in INR billion, FY2019 - FY2029E
India's refrigerator market, with sales of 17.1 million units, shows a clear divide between urban and rural regions. Urban areas,
with higher penetration rates, account for around 10.5 million units sold. In contrast, rural areas contribute approximately 6.6
million units.
Exhibit 4.4: Indian Refrigerator market, Rural vs Urban split, FY2024
4.2.2. Market split by key players

The Indian refrigerator market is notably concentrated, with LG and Samsung leading the charge, together commanding 52.0%
of total domestic sales in FY2024. These brands distinguish themselves through a diverse range of technologically advanced
refrigerators, featuring various capacities, colors, designs, and energy ratings to cater to the evolving preferences of Indian
consumers.
In addition to innovations like water dispensers and automatic ice makers, brands are increasingly incorporating smart features
such as Wi-Fi connectivity, enabling consumers to monitor and control their appliances remotely. The push for energy efficiency
aligns with India's sustainability goals, as brands promote models with higher star ratings and eco-friendly refrigerants.
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Exhibit 4.5: Indian Refrigerator market, split by key players, FY2024
Furthermore, marketing strategies are becoming more localized, tailoring product launches to specific regional needs and
preferences, ensuring deeper market penetration. This competitive landscape underscores the importance of continuous
innovation and consumer engagement in driving growth in the Indian refrigerator sector.
4.2.3. Market segmentation by product category
In the Indian refrigerator market, direct cool and frost-free systems dominate, with direct cool models holding approximately
60% market share in FY2024 due to their affordability and low maintenance needs. In contrast, frost-free refrigerators, which
utilize electric fans for even cooling, account for about 40% of the market and are projected to grow significantly, driven by
rising demand for energy efficiency and better performance.
Single-door refrigerators continue to lead sales at 60.0%, appealing to budget-conscious consumers. However, double-door
models are gaining popularity, comprising overall 40.0% of the market as consumers seek larger capacities and aesthetic
enhancements. Out of this 6.0% include double-door side-by-side refrigerators, which offer flexible organization but are less
common. In FY2024, the cost of specific components as a percentage of the total refrigerator cost shows the relative stability of
material expenses for each item. Soft seals represent about 1.0 – 2.5% of the total refrigerator cost, while rigid profiles account
for 1.0 – 2.5%. Glass costs are divided, with 2.0 – 4.0% allocated to the refrigerator shelf and a notably higher 12.0 – 15.0% for
the refrigerator door. Additionally, HIPS ABS sheets contribute approximately 4.0 – 6.0% to the total refrigerator cost. These
percentages reflect the distribution of material costs, with glass components, especially for the door, representing a significant
portion compared to other materials.1 As of FY2024, manufacturers are focusing on innovative design features, with printed
toughened glass doors becoming a popular trend in refrigerators. This design offers a sleek, modern look while providing
enhanced durability, catering to consumers' increasing preference for stylish and functional home appliances. The growing
demand for such premium features reflects a shift toward aesthetically appealing products that complement contemporary home
interiors.
Exhibit 4.6: Indian Refrigerator market, split by category, FY2024
4.2.4. Market segmentation by region

The western and southern regions of India serve as key demand centres for refrigerators.
1
Please note that the material cost for the refrigerator is assumed at 45% of the total average price of the product
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Exhibit 4.7: Indian Refrigerators market, domestic sales split by region, FY2024
The southern region, in particular, is a vital market influenced by high urbanization rates and warm weather conditions prevailing
for much of the year. These elements are anticipated to significantly contribute to market growth throughout the forecast period.
4.2.5. Market segmentation by demography
The Indian refrigerator market reflects a diverse consumer base influenced by income and age demographics. The high-income
segment accounts for 36% of sales, driven by demand for premium models with smart technology and energy-efficient designs.
The medium-income group makes up 34.0%, balancing value with functionality, while the low-income segment, at 30.0%,
prioritizes affordability and basic features.
Age-wise, the 25-34 age group leads with 35.0% of sales, reflecting young households’ investment in modern appliances. The
18-24 bracket contributes 25.0%, indicating a growing trend among young adults towards kitchen appliances.
Meanwhile, the 35-44 age group, at 27.0%, focuses on reliability and storage for expanding families. The 45-54 age group, at
14.0%, shows a lower propensity for new purchases as many consumers have established units. As of FY2024, the rise of eco-
conscious consumers is prompting brands to innovate in sustainability, incorporating recyclable materials and energy-efficient
technologies, aligning with the increasing consumer preference for responsible and modern household solutions.
Chart 4.8: Indian Refrigerator market, split by demography, FY20242
4.2.6. In-house manufacturing vs Outsourcing

Currently, major original equipment manufacturers (OEMs) in India predominantly manage refrigerator production in-house,
although some premium models, such as side-by-side and frost-free refrigerators, continue to be imported. However, few players
like LG have developed capacities within the country to manufacture side-by-side refrigerator units. In FY2024, in-house
manufacturing accounts for 87% of refrigerator production by volume, with only 13% attributed to outsourcing, and is anticipated
to reach 17-20% by FY2029E.
Manufacturers like GEM Appliances and MIRC Electronics play a minimal role in the outsourcing segment. Notably, large
OEMs such as Panasonic and Haier not only focus on in-house production but also engage in contract manufacturing for other
prominent brands, reflecting a collaborative approach within the industry. As the refrigerator market evolves, the trend of contract
manufacturing, particularly white labelling, is gaining traction. In this model, Electronics Manufacturing Services (EMS)
providers take full responsibility for the design, production, and assembly of refrigerators. This allows brands to offer high-
2
Note: Low income: Households earning less than INR 200,000 annually, Middle income: Households earning > INR 200,000 and upto
INR 1 million annually, High income: Households earning more than INR 1 million annually
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quality appliances without making substantial investments in manufacturing infrastructure, making it especially appealing for
those looking to diversify their product lines rapidly and cost-effectively.
Exhibit 4.9: Indian Refrigerator market split by in-house manufacturing vs. outsourcing, FY2019 and- FY2024
Looking ahead, the demand for white-labelled refrigerators is expected to grow significantly, driven by the need for flexibility
in product offerings and the increasing popularity of premium features, such as printed toughened glass doors that enhance both
functionality and aesthetics. This section will further explore the current status and future scope of contract manufacturing in
India, focusing on the role of EMS providers in handling design, production, and assembly.
4.2.7. Import
From FY2019 to FY2021, refrigerator imports in India remained steady at 0.7 million units annually, reflecting the strength of
local production capabilities. However, FY2022 saw a sharp rise to 1.2 million units, driven by increasing consumer demand for
premium models with advanced features, as disposable incomes rose. This upward trend continued into FY2023, with imports
reaching 1.3 million units, indicating consumers’ growing appetite for diverse, high-end refrigerators.
Exhibit 4.10: Indian Refrigerator import volume in million units, FY2019 - FY2024
In FY2024, imports fell to 0.8 million units, likely due to a shift towards local manufacturing, supported by government initiatives
like 'Make in India,' which has boosted affordability and made locally produced models more relevant for Indian consumers.
While rising disposable incomes are driving demand for premium products, urbanization is playing a different role by increasing
sales of entry- to mid-level refrigerators, as more households in urban areas seek accessible and functional appliances. This
divergence in trends underscores the nuanced impact of urbanization and income growth on various market segments.
4.2.8. Growth Drivers, Market Trends & Government schemes
Growth Drivers
 Rise of Nuclear Families: The increasing trend of nuclear families in urban areas is propelling the demand for compact and
efficient refrigerators, catering to smaller households with limited space.
 Increased Urbanization: Rapid urbanization has led to higher disposable incomes and lifestyle changes, driving the need
for modern appliances like refrigerators that enhance convenience and food preservation.
 Premiumization is a significant growth driver in the Indian refrigerator market, as consumers increasingly favor high-end
features like multi-door, frost-free models, glass doors, water dispensers, and side-by-side configurations.
 Technological Advancements: Innovations in cooling technology, such as inverter compressors, smart connectivity
features, and energy-efficient designs, are attracting tech-savvy consumers who prioritize efficiency and sustainability.
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 Evolving Consumer Preferences: There is a growing awareness and preference for energy-efficient and environmentally
friendly appliances, leading to higher demand for frost-free and multi-door refrigerators that offer better energy savings.
 Improved Retail Infrastructure: The expansion of modern retail channels, including e-commerce platforms and exclusive
brand outlets, has made refrigerators more accessible to consumers, facilitating increased sales and brand visibility.
 Rising Middle-Class Population: The expanding middle class with increasing purchasing power is driving the demand for
a wider range of refrigerator options, from basic models to high-end variants, catering to diverse consumer needs.
 Health Consciousness: Growing health awareness among consumers is fueling the demand for refrigerators equipped with
advanced storage solutions to preserve food quality and nutritional value, such as fresh fruit and vegetable compartments.
 Other contributing factors include easy financing options, such as Equated Monthly Installment (EMI) schemes, which
enhance accessibility to premium products. Additionally, festive season sales provide opportunities for manufacturers and
retailers to capitalize on consumer interest in upgraded appliances. Together, these trends highlight the evolving demands
of Indian consumers and the growing importance of premium features in their purchasing decision.
Market Trends
 Customization and Aesthetics: Manufacturers are focusing on offering customizable designs and aesthetic finishes to meet
consumer preferences for modern and stylish kitchen appliances.
 Smart Refrigerators: The emergence of smart refrigerators, equipped with IoT technology, allows users to monitor and
control their appliances remotely, leading to a growing market for high-tech models with connectivity features.
 Emphasis on Sustainability: Brands are increasingly investing in sustainable manufacturing processes and eco-friendly
materials, aligning with the growing consumer demand for environmentally responsible products.
 Growth of Compact Refrigerators: With urban living spaces becoming smaller, compact and mini refrigerators are gaining
popularity, especially among college students and working professionals living alone.
 Focus on Energy Efficiency: As energy costs rise, consumers are increasingly opting for energy-efficient models that
reduce power consumption, prompting manufacturers to enhance their energy ratings and provide informative labels.
 Regional Variations in Demand: Different regions in India exhibit varied preferences based on climatic conditions, cultural
factors, and economic demographics, leading to tailored marketing strategies by manufacturers.
Government Schemes
 Make in India Initiative: This initiative aims to boost domestic manufacturing, providing incentives for local production
of refrigerators and components, ultimately reducing dependence on imports and encouraging job creation.
 Faster Adoption and Manufacturing of Electric Vehicles (FAME) Scheme: Though primarily aimed at electric vehicles,
this scheme also supports the development of energy-efficient appliances, including refrigerators, that contribute to the
overall reduction of carbon emissions.
 Bureau of Energy Efficiency (BEE) Standards: The government mandates energy efficiency standards for refrigerators,
encouraging manufacturers to innovate and produce models with higher energy ratings, which benefits both consumers and
the environment.
 Atmanirbhar Bharat Abhiyan: This self-reliant initiative promotes local manufacturing and entrepreneurship, supporting
small and medium-sized enterprises in the refrigerator sector through financial aid and skill development programs.
 Subsidies for Renewable Energy: The government offers incentives for the adoption of renewable energy solutions,
encouraging consumers to invest in energy-efficient appliances, including refrigerators that can operate with solar power.
4.3 Visi Cooler
4.3.1. Size of Visi cooler market
The Visi cooler market in India has shown steady growth, with increasing demand across commercial sectors. In FY2022, sales
volumes were recorded at 380,000 units, which grew to 450,000 units in FY2023, reflecting rising demand for cold storage
solutions in retail outlets, restaurants, and other businesses. By FY2024, this figure further increased to 500,000 units,
underscoring the expanding commercial use of visi coolers for beverage and perishable storage. Looking ahead, the market is
projected to maintain this upward trend, with sales expected to reach 600,000 units in FY2025E and 660,000 units in FY2026E.
Growth is forecasted to continue through FY2027E, with anticipated sales of 720,000 units, while the demand is expected to
further rise in FY2028E and FY2029E, with estimates of 785,000 units and 870,000 units, respectively.
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Exhibit 4.11: Indian Visi cooler market, in number of units, FY2019 – FY2029E
The growth trajectory is driven by factors such as the expansion of organized retail, the rapid proliferation of food and beverage
outlets, and a broader shift towards efficient, modern cooling solutions. Additionally, as businesses focus on energy efficiency
and sustainability, advancements in visi cooler technology are expected to continue driving market demand. With increasing
emphasis on maintaining product quality and freshness in the food and beverage sector, the market for visi coolers is expected
to experience robust and consistent growth over the coming years.
Exhibit 4.12: Indian Visi cooler market, in INR Bn, FY2019 – FY2029E
4.3.2. Segmentation by capacity

In FY 2024, the Indian visi cooler market displayed diverse consumer preferences across different capacity, door, and placement
segments, reflecting the evolving needs of the commercial cooling space.
Segmentation by Capacity: The 250–600 L segment led the market, capturing 52.0% share, as it offers versatility ideal for a
wide range of business applications. Smaller units, up to 250 L, accounted for 33.0% of the market, catering primarily to smaller
retailers needing compact cooling solutions. Meanwhile, the 600–1,100 L segment represented 9% of the market, indicating a
growing interest in larger units that enhance product visibility and customer engagement. The demand for higher-capacity visi
coolers, though still limited, highlights a shift towards optimizing merchandising through increased storage and display options.
Segmentation by Number of Doors: Single-door visi coolers remained the most popular choice in FY2024, accounting for 76%
of the market, up slightly from 75.0% in FY2019. Their practicality and suitability for smaller retail spaces make them the
preferred option for many businesses. Double-door units held steady at around 20% of the market, appealing to stores with
moderate display needs, while triple-door coolers occupied a niche share, dropping from 5% in FY2019 to 4.0% in FY2024.
Segmentation by Placement: Floor-standing visi coolers dominated the market, making up about 76.0% of total sales in FY
2024. Their larger storage capacities and enhanced visibility make them well-suited for high-traffic retail environments, where
they effectively support product display and accessibility. Tabletop models, on the other hand, maintained a smaller presence of
~24%, primarily serving niche segments with limited space, underscoring the role of floor-standing units as the preferred choice
for efficient merchandising. Soft seals make up around 0.5 – 1.5% of the total Visi cooler cost, while rigid profiles account for
0.9 – 2.0%. Glass represents a more significant share at 7.0 – 10.0%, reflecting its critical role in the cooler’s functionality and
aesthetic. These component costs illustrate the varying impact of each material on overall expenses, with glass as the highest
single cost driver among these items.3
4.3.3. Market share of key players
The commercial beverage cooler market in India features several key players, with Frigo Glass Pvt. Ltd. leading the segment,
holding a market share of 35%. Following closely is Western Refrigeration with a share of 29%. Other significant competitors
include Voltas at 11%, Bluestar at 7% and Rockwell Industries at 6%. Collectively, other companies account for approximately
12% of the overall market share, showcasing a diverse competitive landscape. Notable players within this space include Norcool,
3
Please note that the material cost for the Visi cooler is assumed to be 50% of the total average product price.
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Celfrost, Elanpro, and AASTU Refrigeration. As the market continues to evolve, these shares may fluctuate in response to
changing consumer preferences and competitive dynamics.
Exhibit 4.13: Indian Visi cooler market share of key players, FY2024
4.3.4. Import
The import data for visi coolers in India from FY2020 to FY2024 reveals significant fluctuations, reflecting changing market
dynamics. After reaching a peak of 0.23 million units in FY2020, with a sharp dip in
Exhibit 4.14: Indian Visi cooler import volume in millions, FY2019 - FY2024
FY2021 folllowed by partial recovery.This trend may reflect disruptions (such as pandemic-related challenges) and a shift
towards bolstering domestic production capabilities to reduce dependency on imports. There is also a growing focus on self-
reliance in the appliance sector amid evolving consumer preferences.
4.4 Deep freezer
The deep freezer market in India is poised for robust growth, propelled by increasing demand from the food retail and hospitality
sectors. Urbanization and evolving consumer lifestyles are enhancing the need for efficient food preservation. Leading
manufacturers are responding by launching energy-efficient models equipped with advanced features. The market is primarily
segmented into upright and chest freezers, with chest freezers dominating due to their larger capacities and cost-effectiveness.
As storage requirements continue to rise, the deep freezer market is expected to flourish in the coming years.
4.4.1. Size of Deep Freezer Market
The deep freezer market is expected to rise from approximately 480,000 units in FY2019 to an estimated 1,025,000 units by
FY2029E. The sales volume in India is experiencing steady growth and is projected to expand at a compound annual growth
rate (CAGR) of 9.5% from FY2024 to FY2029.
Exhibit 4.15.a: Indian Deep freezer market in number of units, FY2019 – FY2029E
Exhibit 4.15.b: Indian Deep freezer market in INR billion, FY2019 – FY2029E
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This growth is indicative of increasing demand for efficient freezing solutions across various sectors, including retail, food
services, and households. The trend reflects a broader focus on food preservation and storage, driven by evolving consumer
preferences and the expansion of the food and beverage industry.
The deep freezer market in India demonstrates a strong in-house manufacturing base, with 90% of the total 650,000 units
produced in-house. This significant production capacity indicates a growing self-reliance in the sector. In contrast, outsourcing
represents 10% of the market, indicating a relatively low reliance on outsourcing.
Exhibit 4.16: Indian Deep freezer market, split by in-house manufacturing vs Outsourcing, FY2019 and FY2024
The emphasis on in-house manufacturing aligns with the increasing demand for efficient food preservation solutions in various
sectors, highlighting the market's potential for further growth and innovation in response to evolving consumer preferences. In
FY2024, the material cost structure for the deep freezer shows a consistent distribution of component expenses as a percentage
of the total cost. Soft seals constitute approximately 0.5 – 2.0% of the total cost, while rigid profiles account for 2.0 – 4.0%.
Glass makes up a more substantial portion at 4.0 – 7.0%, reflecting its importance in the freezer’s design and functionality. These
percentages highlight the varied impact of each component, with glass being the largest cost contributor among these items. 4
4.5 Washing Machine
4.5.1. Size of the Washing machine market
The Indian washing machine industry is witnessing strong momentum, driven by dual-income households, rising incomes, and
a focus on convenience. Additionally, it may imply that manufacturers are successfully
Exhibit 4.17: Indian Washing machines market, volumes in million, value in INR billion, FY2019 – FY2029E
4
Please note that the material cost for the deep freezer is assumed to be 50% of the total average product price
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introducing higher-value products or premium features that resonate with consumer needs, further driving value growth in the
market. The Compound Annual Growth Rate (CAGR) for washing machine sales in India is expected to increase from 7.9%
(FY2019-FY2024) to 8.1% (FY2024-FY2029E) in value terms and this can be attributed largely to the growth achieved in rural
areas. Aditionally, while rural and smaller markets continue to adopt washing machines, the pace of expansion is gradual.
Exhibit 4.18: Indian Washing machines market, Rural vs Urban split, FY2024
To sustain future growth, companies are increasingly focusing on innovation, and product differentiation, and are developing
strategies to penetrate rural markets effectively, adapting to the evolving landscape of consumer needs and market dynamics.
With urban and rural sales split at 69% and 31% respectively, there's substantial room for market growth. Consumers are now
opting for smart, energy-efficient washing machines that align with modern lifestyles and sustainability goals.
The Indian washing machine market is intensely competitive, with LG, Samsung, Godrej, and Whirlpool commanding a
substantial 75% market share.
Exhibit 4.19: Indian Washing machine market, split by key players, share in %, FY2024
Notable brands like IFB, Bosch, Haier and others make up the remaining 25%. In response to energy labels and efficiency
mandates, manufacturers are prioritizing the development of energy-efficient models. Additionally, domestic brands are shifting
focus to rural markets, where growth potential remains untapped while enhancing technology and expanding manufacturing
capabilities to compete effectively against international players in urban centres.
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In 2024, fully automatic washing machines dominate the Indian market, representing 63.0% of total sales, with significant growth
anticipated. Their appeal lies in advanced features like tumble motion and integrated water heaters, which enhance stain removal
while conserving water and energy.
Exhibit 4.20: Indian Washing machines market split by product category, FY2024
The preference for top-loading machines remains strong due to price differentials, although front-loaders are gaining traction
among eco-conscious consumers. As urbanization increases and lifestyles become busier, the demand for efficient and
convenient appliances is set to rise, positioning fully automatic models favorably in the evolving market landscape.
In FY2024, the North and South regions accounted for 67% of total sales in the Indian washing machine market. Fully automatic
machines dominate this market, particularly in North India, with a growing preference for these machines observed across all
regions. APL's strategically located manufacturing hubs in Greater Noida, Mohali, and Pune are well-positioned to meet the
increasing demand for fully automatic machines in these key regional markets.
Chart 4.21: Indian Washing machines market split by region, FY2024
In FY2024, the cost structure for the washing machine reflects a focused allocation toward material expenses. Glass components
represent approximately 3.0 – 5.0% of the total washing machine cost, reflecting their role in the appliance's design and
functionality, particularly in the door and display areas. 5
The Washing machine market in India displays notable trends across income groups and age demographics. The high-income
segment leads sales, accounting for 36%, reflecting strong demand for advanced features and energy efficiency. The medium-
income group follows with 34%, indicating a growing middle class aspiring for washing machine ownership. The low-income
group holds a 30% share, where the washing machine remains a luxury, albeit with potential for growth due to rising affordability.
By age demographics, young adults (25-34 years) dominate sales at 34%, driven by modern living preferences. Consumers aged
35-44 account for 27%, while the 18-24 age group makes up 25%, showcasing emerging demand among students and first-time
homebuyers. Lastly, those aged 45-54 represent 14%, suggesting stable ownership levels as washing machines become a standard
household feature.
5
Please note that the material cost for the washing machine is assumed to be 40% of the total average product price .
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Chart 4.22: Indian Washing machine market split by demography, FY20246

The Indian washing machine market has seen a significant shift in manufacturing trends over the past few years. In FY2019, in-
house manufacturing constituted a dominant share of 75% compared to outsourcing, which accounted for 25%. By FY2024, this
share declined to approximately 60%, and projections indicate
Exhibit 4.23: Indian Washing machine market split by in-house manufacturing vs. outsourcing, FY2019 and FY2024
a further reduction to around 50% by FY2029E. This shift can be attributed to various factors such as cost optimization,
scalability, and focus on core competencies.
4.5.7. Import
The trend in washing machine imports in India has shown notable fluctuations. After peaking at 1.1 million units in FY2019,
imports declined to 0.3 million units by FY2023. However, a significant rebound occurred in FY2024, with imports rising to 1.0
million units.
This recovery may indicate a resurgence in consumer demand for washing machines, likely fueled by preferences for upgraded
features and diversification of brands. The shifting landscape highlights the responsiveness of the market to changing consumer
behaviour and economic conditions in India.
Exhibit 4.24: Indian Washing machine import volume in million units, FY2019 – FY2024
6
INR 1 million annually, High income: Households earning more than INR 1 million annually .
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4.5.8. Growth Drivers, Market trends & government schemes
Growth drivers
 Rural Electrification: The ongoing electrification of rural areas is a significant growth driver for the washing machine
market. As electricity becomes more accessible in rural regions, households are more likely to invest in electrical appliances,
including washing machines.
 Rising disposable income: The market is also driven by key growth factors such as rising disposable incomes, aspirational
consumption, urbanization and nuclearization of families, dual-income households, festive season purchases (e.g., Durga
Puja, Diwali), and easy financing options.
 Emerging E-Commerce Brands: The rise of niche e-commerce brands that focus on home appliances is changing the
landscape of the washing machine market. These brands often provide unique features tailored to specific consumer needs,
creating new market segments and driving demand.
 Increased Marketing of Hygiene Features: Manufacturers are capitalizing on the heightened consumer focus on hygiene
by promoting washing machines with advanced cleaning technologies, such as UV sanitization and antibacterial washes,
appealing to health-conscious buyers.
 Enhanced After-Sales Services: Companies are increasingly offering robust after-sales support, including extended
warranties and service packages. This assurance encourages consumers to invest in washing machines, knowing they will
receive maintenance and support when needed.
 Investment in Regional Manufacturing: The shift towards localized manufacturing, including assembly plants in tier 2
and tier 3 cities, is reducing costs and lead times for consumers. This approach supports faster delivery and potentially lower
prices, stimulating demand.
Key trends
 Customization of Wash Programs: Consumers are seeking washing machines that offer tailored wash programs to suit
different fabric types, load sizes, and water qualities, emphasizing personalized laundry solutions.
 Adoption of AI and Machine Learning: Brands are increasingly integrating AI and machine learning into washing
machines, enabling automatic adjustments based on load characteristics and user habits, enhancing efficiency and user
experience.
 Focus on Modular Appliances: The demand for modular appliances is rising, with consumers favoring washing machines
that integrate seamlessly with smart home devices, promoting interconnected home ecosystems.
 Sustainable Production Practices: Manufacturers are prioritizing eco-friendly products and sustainable production
methods, including the use of recycled materials, appealing to the environmentally conscious consumer.
 Hybrid Models: The trend towards hybrid washing machines is gaining momentum, combining traditional washing
techniques with modern technology to cater to diverse consumer preferences.
 Localized Marketing Campaigns: Companies are adopting localized marketing strategies that resonate with regional
cultures and preferences, enhancing engagement and driving sales in targeted markets.
 Subscription-Based Models: Some brands are exploring subscription-based models, allowing consumers to pay a monthly
fee for access to washing machines and services, lowering upfront costs and creating a steady revenue stream for
manufacturers.
Government schemes
 Make in India: Launched in 2014, this initiative aims to encourage companies to manufacture their products in India. The
washing machine industry stands to gain from this initiative as it promotes investment in manufacturing infrastructure and
supports local companies.
 Bureau of Energy Efficiency (BEE) Standards: The Indian government has established energy efficiency standards for
appliances, including washing machines, under the BEE program. These standards encourage manufacturers to produce
energy-efficient models, benefitting consumers through lower electricity bills and contributing to environmental
sustainability.
 Digital India Initiative: The push towards digitalization in India has improved consumer access to information and online
shopping. This initiative also supports e-commerce platforms, which are increasingly becoming popular channels for
purchasing washing machines.
 Financial Incentives for Consumers: Various state governments have launched schemes providing financial incentives or
subsidies for consumers to purchase energy-efficient appliances. Such programs aim to encourage consumers to invest in
washing machines that are both cost-effective and environmentally friendly.
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4.6 Room Air Conditioning (RAC)
4.6.1. Size of the RAC market
The Indian Room Air Conditioner (RAC) market is experiencing growth due to several key factors, including rising disposable
incomes, increasing urbanization, expanded access to electricity, and the availability of consumer-friendly financing options. In
response to stringent energy efficiency regulations, the industry has introduced inverter technology, which has significantly
lowered operational costs. This technological shift encouraged a growing number of consumers to invest in RACs. With
household penetration of RACs still just above 9%, there is substantial potential for expansion in the coming years.
Additionally, shifting consumer preferences are pushing manufacturers to constantly innovate, offering products with enhanced
features and greater value. These advancements, along with new technological innovations, have also fueled replacement demand
as consumers upgrade their existing units.
In FY2024, domestic sales of RACs stood at 10.4 million units, with the market expected to expand at a compound annual growth
rate (CAGR) of 18.4% through FY2029E. The future growth of RAC demand in urban areas will likely be driven by a focus on
affordability, enhanced product features, and improved energy efficiency.
Exhibit 4.25: Indian RAC market, volumes in million units, value in INR billion, FY2019 – FY2029E
Exhibit 4.26: Indian RAC market, Rural vs Urban split, FY2024

The Indian room air conditioner (RAC) market is highly fragmented, featuring a mix of global brands, local manufacturers, and
importers. Established players like Voltas, Daikin, and Havells lead the market, while retail giants such as Reliance, Croma, and
Flipkart, along with smaller brands like Onida and Cruise, are launching their own labels to capture a share of this growing
industry. Indian consumers are brand-conscious, and word-of-mouth significantly influences their purchasing decisions. As a
result, RAC brands invest heavily in advertising and brand building to tap into the underpenetrated market. Anticipated demand
is particularly strong in Tier 2 and Tier 3 cities, where rising disposable incomes are driving interest in cooling solutions. A
robust distribution and service network will be crucial for ensuring product availability and support in these regions. Additionally,
as energy efficiency gains importance, brands focusing on eco-friendly technologies may attract environmentally conscious
consumers, creating further opportunities for growth.
Exhibit 4.27: Indian RAC market, split by key players, FY2024
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The choice between Split and Window Room Air Conditioners (RACs) hinges on factors such as capacity, design, cost,
aesthetics, and operational efficiency. In FY2024, Split air conditioners dominated the market with an impressive 89% share,
thanks to their flexible installation options, modern aesthetics, quieter operation, and advanced features like inverter technology.
Chart 4.28: Indian RAC market split by product category, FY2024
Conversely, Window RACs accounted for 11% of the market, primarily favoured for their lower servicing costs and ease of
relocation, making them suitable for rental accommodations. Demand for Window RACs is expected to remain stable,
comprising 10-11% of the market in the coming years.
The North region represents the largest market for room air conditioners (RACs), making up 38% of the total market, with the
South region following at 28%. The West and East regions collectively contribute the remaining 34%. Regional demand is
primarily influenced by climate conditions and the rate of urbanization. When looking at product preferences, the North region
continues to lead in demand for both Split and Window air conditioners.
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Exhibit 4.29: Indian RAC market split by region, FY2024

The Room Air Conditioner (RAC) market in India displays notable trends across income groups and age demographics. The
high-income segment leads sales, accounting for 48%, reflecting a strong demand for advanced features and energy efficiency.
The medium-income group follows with 32%, indicating a growing middle class aspiring for RAC ownership. The low-income
group holds a 20% share, where air conditioning remains a luxury, albeit with potential for growth due to rising affordability.
By age demographics, young adults (25-34 years) dominate sales at 37%, driven by modern living preferences. Consumers aged
35-44 account for 29%, while the 18-24 age group makes up 19%, showcasing emerging demand among students and first-time
homebuyers. Lastly, those aged 45-54 represent 15%, suggesting stable ownership levels as air conditioning becomes a standard
household feature.
Exhibit 4.30: Indian RAC market split by demography, FY20247

The Original Equipment Manufacturer (OEM) segment plays a pivotal role in India’s Room Air Conditioner (RAC) market,
valued at INR 297 billion. In alignment with the government’s "Atmanirbhar Bharat" initiative, there is an increasing focus on
boosting domestic production within the RAC sector. While this shift from imports to local manufacturing is progressing, leading
RAC manufacturers have been actively expanding their in-house production capabilities, producing a significant share of the
key components.
In FY2019, about 90% of the 6.5 million RAC units were produced in-house, while 10% was outsourced. By FY2024, the share
of in-house production slightly reduced to 87% out of 10.4 million units, reflecting the growing role of contract manufacturers
in this space. This is likely to reduce further to approximately 81 – 82%. This highlights a gradual but important trend towards
outsourcing, even though in-house production still dominates. Contract manufacturing, specifically white labelling, is gaining
traction. In white labelling, the Electronic Manufacturing Services (EMS) provider not only handles production and assembly
but also designs the products. This model allows brands to focus on marketing and sales while the EMS partner manages the
technical and production aspects. The white-label approach is particularly beneficial for smaller players who lack the resources
for setting up in-house production. However, these smaller companies still face significant challenges in establishing domestic
manufacturing capabilities.
7
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Exhibit 4.31: Indian RAC market, split by in-house manufacturing vs. outsourcing, FY2019 and FY2024
Looking ahead, the white-label contract manufacturing model offers promising potential for scaling up local production,
providing an alternative for companies that seek cost-effective solutions without investing heavily in manufacturing
infrastructure. This could help further reduce dependency on imports and align with India's goal of self-reliance in the RAC
sector. The scope of contract manufacturing is expected to broaden, driven by technological advancements, operational
efficiencies, and the increasing demand for customization in the RAC market.
4.6.7. Import
The import trends for Room Air Conditioners (RAC) in India have experienced significant fluctuations, reflecting changes in
market dynamics and manufacturing strategies. In FY2019 and FY2020, imports were robust at 3.0 million and 2.9 million units,
respectively, driven by rising urbanization and rising disposable incomes. However, imports plummeted to 1.5 million units in
FY2021 and further to 1.3 million in FY2022, largely due to the government’s "Make in India" initiative and the rise in domestic
production.
This decline was also supported by the Production Linked Incentive (PLI) scheme, approved in early 2021, which incentivized
local manufacturing and reduced reliance on imports. A slight rebound to 1.5 million units in FY2023 was followed by another
decline to 1.1 million in FY2024, indicating strengthening domestic capacities and reduced reliance on imports. The focus on
local manufacturing of components, influenced by geopolitical factors and rising import costs, further reinforces this trend.
Exhibit 4.32: Indian RAC import volume in millions, FY2019 - FY2024

Growth Drivers
 Climate Change and Rising Temperatures: India has been experiencing rising average temperatures due to climate
change. With the frequency of heat waves increasing, air conditioners have become a necessity rather than a luxury in many
regions, especially during the prolonged summer months.
 Increasing Urbanization and Real Estate Development: Urbanization continues at a rapid pace in India, resulting in the
construction of new homes, apartments, and commercial complexes. This expansion of urban centers boosts the demand for
residential and commercial air conditioning units.
 Expanding Middle-Class and Aspirational Consumers: With an expanding middle class and aspirational consumer
behaviour, more Indian households are upgrading from traditional cooling devices like fans and coolers to RACs,
particularly split AC units.
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 Shift Towards Sustainable Cooling: Growing awareness around energy conservation and sustainable living has led to
higher demand for energy-efficient AC units. Consumers are increasingly inclined to buy inverter ACs, which use less
energy and have lower long-term operating costs.
 Increased Focus on Indoor Air Quality: Post-pandemic, there is a heightened focus on health and indoor air quality. RACs
with built-in air purification systems, anti-bacterial filters, and dehumidifiers are gaining popularity, catering to consumers
who are increasingly concerned about indoor air pollution.
 Boost in E-commerce Sales: The shift toward online shopping, accelerated by the pandemic, has also transformed the sales
channels for air conditioners. With competitive pricing, EMI options, and doorstep delivery, e-commerce platforms are now
significant drivers of RAC sales, especially in tier-2 and tier-3 cities.
Market Trends
 Inverter Technology Domination: Inverter AC technology, which offers better cooling efficiency with less power
consumption, has now overtaken traditional fixed-speed RACs. This shift aligns with both consumer demand for cost savings
and government initiatives for energy efficiency.
 Smart Air Conditioners on the Rise: Internet of Things (IoT) integration is rapidly becoming a norm in the Indian RAC
market. Wi-Fi-enabled, smart air conditioners that can be controlled remotely via apps are growing in demand, particularly
among tech-savvy urban customers. Voice-command integration through Alexa and Google Home has also added value to
these products.
 Expansion of Multi-split Systems: Multi-split air conditioners, which allow multiple indoor units to be connected to one
outdoor unit, are becoming more popular in larger homes and commercial buildings due to their space-saving design and
flexibility.
 Sustainable Refrigerants Adoption: RAC manufacturers are now actively transitioning to eco-friendly refrigerants, such
as R32 and R290, in compliance with the government’s push toward environmental sustainability. This trend is likely to
further accelerate as climate change concerns gain more prominence.
 Rural Demand and Penetration: With rising incomes and electrification in rural India, demand for affordable and durable
air conditioning solutions is increasing. Brands are also developing rugged models designed for rural conditions, opening
up new markets beyond urban centers.
 Compact and Portable Air Conditioners: The increasing trend of minimalistic living spaces, especially in urban settings,
has led to rising demand for compact and portable air conditioners that can efficiently cool smaller spaces.
Government Schemes and Regulations
 Production Linked Incentive (PLI) Scheme: The Indian government has introduced a PLI scheme specifically for the
white goods sector, which includes air conditioners. This scheme offers financial incentives to boost domestic
manufacturing, reduce imports, and promote self-reliance in components like compressors and other AC parts.
 Phased Manufacturing Programme (PMP): The PMP is gradually increasing duties on key RAC components such as
compressors and printed circuit boards (PCBs) to reduce reliance on imports and promote local manufacturing. The program
incentivizes Indian manufacturers to build an integrated supply chain for air conditioner components.
 Bureau of Energy Efficiency (BEE) Star Labeling: In line with energy efficiency goals, the BEE’s star rating program
encourages consumers to buy RACs with higher energy efficiency ratings. The government has also raised minimum energy
performance standards (MEPS), which is pushing manufacturers to introduce more energy-efficient models.
 National Cooling Action Plan (NCAP): The NCAP, launched by the Ministry of Environment, Forest, and Climate Change,
focuses on reducing cooling energy consumption and promoting green alternatives. The plan aims to reduce refrigerant
demand, cut cooling energy requirements, and boost energy efficiency in the RAC sector by 2037-38.
 Smart Cities Mission: Under the Smart Cities Mission, cooling infrastructure in urban areas is being upgraded. This
modernization includes energy-efficient air conditioning for residential, commercial, and public buildings, which is boosting
demand for advanced RAC technologies.
 Import Duty Revisions: The government has progressively raised customs duties on finished RAC units and certain key
components, making imports more expensive. This move supports domestic production, especially under the Atmanirbhar
Bharat (Self-reliant India) initiative, which aims to make India a global hub for RAC manufacturing.
 Incentives for Green Building Projects: The government’s focus on green buildings and sustainable urban development
provides subsidies and incentives for buildings using energy-efficient RAC systems. This trend is pushing commercial and
residential projects to adopt advanced cooling systems with low environmental impact.
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4.7 Induction cooktop
4.7.1. Size of Induction cooktop market
Cooktops, commonly known as cooking stoves, serve as essential appliances in kitchens. An induction cooktop, in particular, is
a modern device that utilizes electromagnetic induction to heat compatible cookware directly. This appliance features a sleek
glass-ceramic surface, induction coils, a control panel, and built-in safety elements. Induction cooking stands out for its energy
efficiency, fast heating, precise temperature regulation, and enhanced safety features. As a result, induction cookers have become
increasingly popular among households that prioritize innovative and efficient cooking solutions.
Exhibit 4.33: Indian Induction cooktop market, volumes in million units, value in INR billion, FY2019 – FY2029E
4.7.2. Market segmentation: In-house vs Outsourcing

There has been a significant shift from in-house manufacturing to outsourcing. In FY2019, in-house manufacturing accounted
for 35% of the total units, while outsourcing contributed 65% increasing to approximately 70% in FY2024 and likely to increase
further in the coming years. The data indicates that while just 30% of induction cooktops in India are produced in-house, this
segment generates 56% of the market's value.
Exhibit 4.34: Indian Induction cooktop market, split by in-house manufacturing vs. outsourcing, FY2019 and FY2024
In contrast, outsourced production, which constitutes 70% of the volume, accounts for only 44% of the market value. This
suggests that in-house production is more value-driven, with in-house cooktops likely sold at higher price points, potentially due
to superior quality, stronger brand perception, or tighter control over production. Meanwhile, outsourced units, though produced
in greater numbers, may be positioned within a lower price range.

The induction cooktop market in India is served by both domestic and international players, with competition primarily driven
by factors such as product differentiation, capacity, advanced features, and pricing strategies. Companies are focusing on
expanding their market reach and incorporating new technologies to enhance profitability and gain a larger market share. Some
manufacturers are also introducing eco-friendly and energy-efficient induction cooktops, featuring innovations like multiple
burners, noiseless operation, and touchscreen controls. Key players, including Stovekraft, Prestige, Bajaj, and Philips,
collectively hold around 50% of the Indian induction cooktop market.
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Exhibit 4.35: Indian Induction cooktop market, split by key players, FY2024

Growth Drivers
 Rising Urbanization and Modern Kitchens: The increasing trend of urbanization has led to the demand for modern kitchen
appliances. Induction cooktops, with their sleek design and ease of use, are becoming a staple in urban households,
particularly in modular kitchens.
 Energy Efficiency and Cost Savings: With growing awareness of energy conservation, induction cooktops are favored for
their energy-efficient operation, as they convert electricity directly into heat. This has encouraged consumers to shift from
traditional gas stoves to induction cooktops, offering long-term cost savings.
 Safety Concerns: The risk of gas leaks and open flames with traditional stoves has prompted safety-conscious households
to switch to induction cooktops, which have inbuilt safety features like auto-shutoff and cool-to-touch surfaces.
 Electrification and Access to Power: Improved electrification in rural and semi-urban areas has expanded the market for
induction cooktops, as consumers in these regions now have access to reliable electricity to operate such appliances.
 Rise of E-Commerce and Easy Financing Options: The availability of a wide variety of induction cooktops on e-
commerce platforms, coupled with financing options like easy monthly EMIs, has boosted the penetration of these
appliances, especially among middle-income groups.
 Changing Consumer Lifestyles: With increasingly busy lifestyles, many consumers are opting for faster cooking methods.
Induction cooktops, known for their rapid heating times, have gained traction among working professionals and young
families looking for time-saving kitchen solutions.
Market Trends
 Growing Preference for Multi-Zone Cooktops: Consumers are showing a rising interest in multi-zone induction cooktops,
which allow for multiple dishes to be cooked simultaneously. This trend is driven by the need for efficient meal preparation
in larger households.
 Smart and IoT-Enabled Cooktops: The integration of smart technologies, including IoT (Internet of Things), into
induction cooktops is a growing trend. These advanced models allow users to control cooking remotely, monitor power
consumption, and receive cooking tips through apps, enhancing convenience.
 Premiumization and Aesthetic Appeal: As consumers increasingly seek high-end kitchen appliances that match their
modern décor, premium induction cooktops with aesthetic designs, touch controls, and glass-ceramic surfaces are gaining
popularity.
 Focus on Portability and Compactness: With space constraints in urban kitchens, there is a demand for portable and
compact induction cooktops that can be easily moved and stored, without sacrificing functionality.
 Increased Adoption in Rural Areas: The induction cooktop market is witnessing growth in rural and semi-urban areas due
to rising disposable incomes, improving infrastructure, and the convenience of electricity over LPG. Many households are
adopting these cooktops as a supplement or alternative to traditional stoves.
 Rising Demand for Hybrid Cooking Solutions: Consumers are seeking flexibility in their cooking appliances. This has
led to a rise in hybrid solutions that combine gas burners with induction zones, catering to those who want the best of both
worlds.
Government schemes and regulations
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 Pradhan Mantri Ujjwala Yojana (PMUY) - Clean Energy for All: While primarily aimed at providing LPG connections
to rural households, the PMUY has also highlighted the need for cleaner cooking solutions, including induction cooktops,
as part of the broader clean energy push.
 Make in India Initiative: The government’s “Make in India” initiative has encouraged domestic manufacturing of induction
cooktops. Several manufacturers have set up or expanded production facilities, benefiting from subsidies and incentives for
locally produced goods, reducing dependence on imports.
 Subsidized Power Supply in Rural Areas: Government programs aimed at providing subsidized electricity in rural areas
are creating an environment conducive to the adoption of induction cooktops, which require a stable power supply. This is
leading to increased penetration in previously underserved markets.
 GST Reduction on Energy-Efficient Appliances: The Indian government has provided tax benefits in the form of lower
GST rates for energy-efficient appliances like induction cooktops, making them more affordable for a larger segment of the
population.
4.8 Microwave
4.8.1. Size of microwave market
In FY2024, the Microwave Oven market in India generated revenue of approximately INR 9.9 billion. The market is expected
to grow at a compound annual growth rate (CAGR) of 17.3% over the period from FY2024 to FY2029E. Looking ahead, the
market volume is projected to reach 2.0 million units by FY2029E. The growing demand for microwave ovens in India can be
attributed to the expanding middle class, which increasingly seeks convenient cooking solutions, particularly in urban areas.
Exhibit 4.36: Indian Microwave market, volumes in million units, value in INR billion, FY2019 – FY2029E

The Indian microwave market displays a competitive landscape with a total of 1.0 million units sold in FY2024.
Exhibit 4.37: Indian Microwave market, split by competition, FY2024
LG leads the market with a significant share of 40%, followed by IFB at 25%. Samsung holds 20% of the market, while Whirlpool
accounts for 0.1%. The remaining 14.9% is attributed to various other brands. This distribution emphasizes the dominance of
LG, Samsung and IFB, while also highlighting the presence of Whirlpool in this market.
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In FY2024, the Indian microwave oven market recorded sales of 1.0 million units, with convection ovens leading at 70% of total
sales. Their popularity stems from versatility, enabling functions like baking, grilling, and reheating, making them ideal for
modern households.
Grilled microwaves accounted for 20% of sales, attracting consumers focused on grilling features. Solo ovens made up the
remaining 10%, appealing to budget-conscious users or those with simpler cooking needs. This distribution highlights a growing
preference for multifunctional kitchen appliances, especially in urban areas prioritizing convenience and efficiency.
Toughened glass constitutes a small but significant portion of the Bill of Materials (BOM) in home appliances. For instance, in
microwaves, toughened glass makes up approximately 2.5% to 4% of the overall cost. This component adds durability and heat
resistance, enhancing the product's overall functionality and consumer appeal. While the percentage might appear modest,
toughened glass remains a crucial element in ensuring the quality and safety of the appliance, which can be a factor in the
product’s market positioning and pricing strategy
Chart 4.38: Indian Microwave market split by product types, FY2024
4.8.4. Market segmentation by demographics

In the Indian microwave oven market, the total unit sales amount to 1.0 million. When analyzing the distribution by income
group, 48% of users fall into the high-income bracket, while 33% belong to the medium-income segment.
The remaining 19% of microwave users are from the lower-income group. Regarding the age-based distribution of microwave
oven users, the largest demographic is the 25 - 34 age group, which constitutes 35% of the market. This is followed by users
aged 35- 44, making up 33% of the market. Younger users, aged 18 - 24, represent 17% of the market, while the oldest group,
those aged 45 - 54 and above, account for 15%.
Chart 4.39: Indian Microwave market split by demographics, FY20248
This proportion highlights the importance of glass in the microwave's design, particularly for the door and interior components.9
The domestic sales of microwave ovens in India reveal significant regional variation, with North India leading the market,
accounting for 43% of the total 1.0 million units sold. Both South and West India contribute equally with 21% each, while East
India holds the smallest share at 15%. This distribution suggests that microwave ovens have gained more traction in the northern
part of the country, possibly due to higher urbanization or income levels.
8
9
Please note that the material cost for the microwave is assumed to be 40% of the total average product price
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Exhibit 4.40: Indian Microwave market, split by region, FY2024
The relatively lower share in the east indicates growth potential, as increasing awareness and improving economic conditions
could drive future demand in this region. Meanwhile, the even distribution between the southern and western regions points to
stable demand and gradual market development in these areas.
4.8.6. Import and export
The import and export trends for microwave ovens in India over the past six fiscal years reveal a significant reliance on imported
products to meet domestic demand. From FY2019 to FY2024, India's export of microwaves remained consistently low at 0.02
million units, with a slight dip to 0.01 million units in FY2024. This indicates that India’s production of microwave ovens is
primarily focused on fulfilling internal consumption rather than expanding into international markets.
Exhibit 4.41: Indian Microwave import volume in million units, FY2019 - FY2024
On the other hand, imports have played a critical role in the Indian microwave oven market. The import volume peaked in
FY2022 at 1.4 million units, reflecting the growing demand for these appliances during the post-pandemic recovery, as more
households sought convenient cooking solutions. However, by FY2024, imports fell to 0.9 million units, suggesting a shift either
toward increased domestic production capacity, changing consumer preferences, or possibly due to supply chain adjustments.
4.9 Shift of manufacturing from China to India
4.9.1. Shift of Manufacturing from China to India by Global White Goods Players
 China +1 strategy: Many companies are looking to reduce their dependence on China, especially after the supply chain
disruptions caused by the COVID-19 pandemic and rising geopolitical tensions, such as the U.S.-China trade war.
Diversifying manufacturing locations helps mitigate risks associated with over-reliance on a single country.
 Incentives from the Indian Government: The Indian government’s Production Linked Incentive (PLI) schemes for
various sectors, including electronics and white goods, have attracted global manufacturers to set up production facilities in
India. These schemes provide financial incentives based on incremental sales and manufacturing capacity expansions,
making India an attractive destination for foreign investment.
 Proximity to Key Markets: India has a growing domestic market for white goods, driven by rising disposable incomes,
urbanization, and electrification in rural areas. By manufacturing in India, global players can cater to this demand while also
serving neighbouring markets like Southeast Asia, Africa, and the Middle East.
 Geopolitical and Trade Considerations: Increasing trade frictions between China and key markets like the U.S. and
Europe have encouraged global companies to explore alternative manufacturing bases. India, with its stable political
environment and favorable trade policies, has emerged as a potential beneficiary.
 Supply Chain and Logistics Advantages: India’s growing manufacturing ecosystem, improving infrastructure (ports,
roads, and railways), and focus on digitization are also encouraging global players to establish local production bases.
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4.9.2. The Make in India Initiative: Driving Domestic Manufacturing Growth
Launched in 2014, the Make in India initiative aims to establish India as a global manufacturing hub by enhancing domestic
capabilities. This initiative focuses on generating employment, fostering innovation, and developing skills to drive economic
growth. A key component of this effort is the Public Procurement (Preference to Make in India) Order, introduced by the
Department for Promotion of Industry and Internal Trade (DPIIT) in June 2017. This order incentivizes domestic production by
prioritizing government procurement of Indian-made products, supporting a self-reliant industrial base.
Eligibility Criteria:
 Business Entity: The applicant must be either an Indian or foreign company with established manufacturing or service
operations within India.
 Local Value Addition: The products must undergo a minimum of 20% value addition in India.
o Class-I Local Supplier: A supplier or service provider whose product or service has 50% or more local content.
o Class-II Local Supplier: A supplier or service provider whose local content is more than 20% but less than 50%.
5. MARKET ASSESSMENT FOR KEY COMPONENTS USED IN APPLIANCES
5.1 Brief manufacturing process of the polymer extruded and toughened glass products
Products of interest for this industry report are some of the critical components that are used in consumer durables such as
Refrigerators, Commercial Refrigerators such as Visi Coolers and Deep Freezers, Washing machines, Microwaves, Cooktops,
etc. These components are:
 Polymer extruded products: These products include
a. Gaskets that are used in Refrigerator doors
b. Rigid profiles that are used for trims in refrigerator shelves, transparent profiles, door profiles in both household
and commercial refrigerators as well as various profiles used in commercial visi coolers and deep freezers,
c. HIPS / ABS sheets that are used in manufacturing Refrigerator inner mould
 Toughened glass: These products include
a. Glass for refrigerator shelf and door (digitally printed glass)
b. Top and front glass for washing machines
c. Printed front glass and back for microwaves
d. Glass for cooktops
e. Glass for other products such as room air conditioner front panel, water dispenser front panel etc.
 Magnet: This includes the production of Barium Ferrite powder or magnet powder and magnetic strips which are made
through extrusion of the magnetic powder-based compound.
Exhibit 5.1: Production Process Flow for Magnet Powder and Magnetic Strips
Ajay Poly Ltd. has established a strong cost advantage by focusing on cost optimization through strategic investments in
infrastructure, backward integration, and operational excellence. The Company’s manufacturing processes are designed to meet
the precise and complex requirements of the Indian consumer durables market, ensuring consistent quality and adherence to high
standards.
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As a leading manufacturer of PVC compounds in India, Ajay Poly leverages advanced techniques to produce materials that meet
global standards, offering excellent aesthetics, colour fastness, and application-specific properties tailored to the needs of modern
appliances. This capability positions the Company as a critical player in supporting the growing demand for durable and high-
quality products in the Indian market.
With the expansion of the Indian consumer durables sector, there is an anticipated surge in demand for engineering plastics and
toughened glass, driven by consumer expectations for superior performance and aesthetic appeal. Industry experts predict that
manufacturers like Ajay Poly Ltd. are poised to benefit from these favourable trends, contributing to a robust supply chain that
supports the production of reliable, locally sourced components, which are essential for the production of modern appliance.
5.1.1. Polymer extruded products
Polymer extrusion is a manufacturing process in which raw plastic materials, usually in the form of pellets or powders, are melted
and formed into continuous shapes by forcing the molten polymer through a specially designed mould or forming tool. This
process is widely used to produce a variety of products, from flexible soft seals and rigid profiles to sheets of High Impact
Polystyrene (HIPS) or Acrylonitrile Butadiene Styrene (ABS). Ajay Poly Ltd. is also one of the leading manufacturers of TPV
and TPE extruded profile products, providing solutions for a range of industries, including automotive, consumer goods, and
home appliances.
A. Gaskets for refrigerator doors
Refrigerator door gasket assemblies are flexible sealing components designed to create an airtight seal between the refrigerator
door and its main body. These gaskets are essential for maintaining energy efficiency, preserving food quality, and optimizing
appliance performance. These gaskets are essential for maintaining the refrigerator's internal temperature, preventing warm air
infiltration, and enhancing energy efficiency.
Typically made from soft PVC or thermoplastic elastomers, these gaskets are engineered for flexibility, durability, and long-
term performance. They are specifically designed to withstand repeated compression and retain their shape over time, ensuring
a consistent and reliable seal throughout the appliance’s lifespan.
Key applications and features include:
 Applications: Widely used in household refrigerators, commercial refrigeration units, industrial cold storage, and portable
cooling devices.
 Material: Made from flexible polymer materials such as soft PVC or thermoplastic elastomers.
 Magnetic Strips: Embedded magnetic strips provide a tight, secure closure.
 Customizable Design: Available in various sizes and shapes to fit different refrigerator models.
 Energy Efficiency: Helps minimize air leakage, maintain stable temperatures, and reduce energy usage.
 Food Preservation: Ensures optimal insulation, keeping food fresh for longer periods.
These gasket assemblies play a critical role in modern refrigeration, combining functionality with energy-saving benefits to meet
the demands of both household and commercial applications.
The manufacturing process for these soft seals involves a series of precise steps, starting from the preparation of raw materials
to the final assembly of the magnetic strip and sealing components. The following is a list of processes required to manufacture
a Soft seals.
 Raw materials mixing
 Pelletisation
 Extrusion
 Magnet powder preparation
 Magnetic strip extrusion
 Cutting of gasket and magnetic strip insertion
 Gasket joining
The production process begins with the preparation of raw materials, including Virgin PVC Resin, Soya Bean Oil, CPE, Iron
Oxide, and Barium/Strontium Carbonate. These raw materials undergo in-house processing where they are transformed into
intermediate products.
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The PVC Compound Process Line handles PVC Resin, which is compounded with other additives to produce customized PVC
Compound Pellets with specific colour and physical properties. Simultaneously, Barium/Strontium Ferrite Powder is
compounded to create Magnetic Compound Pellets, which serve as the basis for magnetic components.
These compounds then move to the extrusion stage, where PVC Compound Pellets are processed into durable Gaskets, and
Magnetic Compound Pellets are extruded into Flexible Magnetic Strips. Finally, the gaskets and magnetic strips are integrated
during the assembly stage, resulting in finished Gasket Assemblies, ready for industrial or consumer use. This integrated
production approach emphasizes backward integration, ensuring in-house control of all critical manufacturing processes for
gaskets, magnetic strips, and related components.
Exhibit 5.2: Process flow, manufacturing process for gaskets for refrigerator door:
The manufacturing process for refrigeration door gaskets begins with mixing raw materials such as PVC resin, Epoxidised
Soyabean Oil (ESO), pigments, and various additives. This blend is carefully prepared to ensure uniformity and provide the
gasket with the necessary flexibility, durability, thermal stability, and desired color. The mixture is then processed through
pelletisation, where it is heated, shaped into small, uniform pellets, and cooled. These pellets are easy to handle and ensure
consistency during further processing.
In the extrusion stage, the pellets are melted and pushed through a die to create gasket profiles with precise dimensions. For
gaskets requiring magnetic properties, magnetic strips are embedded during or immediately after extrusion to enable airtight
sealing with refrigeration doors. Once the profiles are extruded and cooled, they are cut, joined, or welded into complete gaskets
tailored to the door’s specifications.
The final stage involves assembling and inspecting the gaskets to ensure they meet dimensional accuracy and performance
requirements. Rigorous quality checks are conducted to confirm the gaskets’ sealing efficiency before they are packaged and
dispatched for use in refrigeration doors. This streamlined process ensures the production of high-quality gaskets that meet
industry standards.
B. Rigid profiles
Rigid profiles are used for trims, transparent profiles, door profiles in both household and commercial refrigerators as well as
various profiles used in commercial visi coolers and deep freezers, for their durability, lightweight properties, and ability to be
formed into specific shapes and profiles.
The extrusion process allows for the creation of components like frames, channels, panels, and profiles that are essential for the
efficient construction and functioning of commercial refrigerators, freezers, and cold storage units. Common materials used in
these extrusions include PVC, acrylonitrile butadiene styrene (“ABS”), high-impact polystyrene (“HIPS”), and polycarbonate,
which offer high strength, thermal insulation, and resistance to moisture and chemicals.
The process for manufacturing rigid profiles involves several key steps, starting with
preparation, pelletisation, and extrusion, which remain consistent with the process used for Gaskets.
However, unlike gaskets, rigid profiles do not include the insertion of a magnetic strip, as their
tougher material properties do not require the additional component for sealing. After
extrusion, the profiles are cooled to solidify their shape, and then undergo a hot stamping process.
During hot stamping, the profiles are subjected to heat and pressure to imprint specific designs
or markings, ensuring they meet the required specifications. Following this, the profiles are
precisely cut to the desired length using post-extrusion cutting techniques. This step ensures that the profiles are accurately sized
for their intended applications, maintaining uniformity and precision. The result is a durable, rigid profile that can be used in
various structural applications, with a focus on providing strength and stability without the need for the magnetic sealing feature
found in softer profiles.
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Exhibit 5.3: Process flow, manufacturing process for Rigid profiles
C. Extruded sheets
HIPS/ABS sheets are commonly used materials in the manufacturing of home appliances, especially refrigerators. This material
offers high impact resistance, durability, and easy processing, making them suitable for creating various appliance components.
In the context of refrigerator manufacturing, HIPS/ABS sheets are particularly valuable due to their excellent surface finish,
structural stability, and ability to withstand regular wear and tear.
Exhibit 5.4: Process flow, manufacturing process for HIPS/ ABS sheets
These sheets can be utilized for both interior and exterior parts of refrigerators, such as door liners, shelves, and trays. The
production process for HIPS/ABS sheets involves several stages, each contributing to the quality and performance of the final
product. The manufacturing process for HIPS/ABS sheets begins with stringent storage of raw materials, like styrene and
butadiene-styrene-acrylonitrile polymers, in climate-controlled environments to prevent degradation. After quality checks, these
polymers are mixed with additives such as UV stabilizers and impact modifiers to ensure uniform mechanical properties. This
blend is heated in an extruder, forming a molten mass that is shaped into a continuous sheet through a die. Cooling rollers then
solidify the sheet, preserving its structural integrity and smooth finish, essential for appliance components. Finally, precision
cutting tools size the sheets to exact specifications, ensuring a seamless fit during assembly, which is crucial for effective
insulation and durability in applications like refrigerator interiors.
5.1.2. Toughened Glass

Toughened Glass: Known for its strength, fragmentation (for safety), commonly used in appliances such as refrigerator shelves,
refrigerator doors, visi cooler doors, microwave oven doors, gas cooktop hobs and washing machine lids.
Toughened glass is a crucial component in the appliance sector, particularly for products that require transparent, aesthetic,
durable, and heat-resistant materials. Appliance-grade toughened glass is typically tempered or heat-treated to ensure high
durability and safety. Appliance-grade toughened glass often has features like scratch resistance, heat resistance, and sometimes
advanced coatings for anti-smudge or anti-fog properties.
Printed Glass: Used in appliances where aesthetics are desired, such as refrigerator glass doors, microwave glass doors, printed
washing machine lids, printed cooktop and hobs.
Shelf Glass: The process of manufacturing shelf glass involves several key steps. First, raw glass sheets are procured as the
primary material. These sheets are then cut to the desired size and shape using specialized cutting machines. The cut edges are
carefully ground and polished to ensure smooth and safe handling. In some cases, the glass may undergo a toughening process
to enhance its durability. Once the glass pieces are prepared, they may be customized with logos or branding. After the final
inspection to verify quality standards, the glass pieces are carefully packaged to prevent damage during transportation. Finally,
the packaged glass is dispatched to warehouses or directly to customers, completing the manufacturing process. Ajay Poly Ltd.
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is one of the top manufacturers of glass shelves for refrigerators in India with a market share of 31.3%, leveraging advanced
manufacturing techniques to produce durable and aesthetically pleasing products that meet the needs of leading appliance brands.
Exhibit 5.5: Process flow, manufacturing process for shelf glass
Digital Glass Door: The manufacturing process for digital glass doors involves several stages. It begins with sourcing raw glass
sheets, which are then cut and polished to the desired shape. The glass undergoes various treatments, including logo printing,
toughening, pre-coating, digital printing, and back coating. After each treatment, the glass is cured under infrared radiation to
solidify the applied layers. The final step involves quality inspection and packaging before the finished glass doors are shipped
to customers. This process ensures the production of high-quality, durable, and visually appealing digital glass doors. For
decoration, screen printing applies solid designs on glass, ideal for high-volume production, while digital printing uses inkjet
technology for detailed, customizable designs, `catering to trends in aesthetic consumer appliances by brands like Samsung, LG,
and Haier. Toughened glass is a crucial component in the appliance sector, particularly for products that require transparent,
aesthetic, durable, and heat-resistant materials. Appliance-grade toughened glass is typically tempered or heat-treated to ensure
high durability and safety. Appliance-grade toughened glass often has features like scratch resistance, heat resistance, and
sometimes advanced coatings for anti-smudge or anti-fog properties.
Exhibit 5.6: Process flow, manufacturing process for Digital glass door
MWO bare glass: The manufacturing process for MWO bare glass involves sourcing raw glass sheets, cutting them to the
desired size, and then grinding and polishing the edges. Holes are drilled as needed, and the glass is toughened for durability.
After the BIS logo is printed, the glass undergoes final inspection and is then packaged and dispatched to customers.
Exhibit 5.7: Process flow, manufacturing process for MWO bare glass
MWO printing glass: The manufacturing process for MWO printing glass involves sourcing raw glass sheets, cutting them to
size, and processing them through various stages. These stages include edge grinding, hole drilling, toughening, lamination,
screen printing, and curing. After final inspection and packaging, the finished glass is ready for distribution. This process ensures
the production of high-quality, durable, and aesthetically pleasing printed glass products.
190
Exhibit 5.8: Process flow, manufacturing process for MWO printing glass
5.1.3. Magnet
Magnetic ferrites are known to possess crystalline structure, and the distribution of the bivalent metal ions and ferric metal ions
in the available spaces among the oxygen atoms in the crystal lattice is what determines the magnetic properties of the ferrite.
These ferrites could be either barium ferrite or strontium ferrite. The commonly practiced method for the production of ferrite
magnets is to first mill particles of barium carbonate or strontium carbonate and ferric iron oxide together to a fine state of
subdivision. Thereafter a homogeneous mixture of the milled particles in the stoichiometric amount required for barium or
strontium ferrite is prepared, and finally the mixture is calcined at a temperature between 1,000oC to 1,350oC to transform the
barium or strontium carbonate to barium or strontium oxide with concomitant in-situ formation of barium of strontium ferrite.
The calcined product is then milled to a fine state of subdivision to obtain barium of strontium ferrite in powdered form.
This powder is then mixed with water to form a slurry and compacted in a die to produce solid magnets. The power can also be
mixed with resin to form magnetic strips through extrusion process. The manufacturing process of magnetic strips has already
been explained in the ‘Gasket’ section.
5.2 Applications and usage norm for the glass and extruded polymer components in appliances
This section captures applications of the glass and extruded polymer components, usage norm and approximate value of
components used in a product. These norms have been used for sizing the market in the next section.
A. Gaskets
 Total price of
 Consumer  Category -  No. of gaskets
gaskets per product
Durable Type Applications used / product
(Rs.)
 Direct Cool -
 1  80 - 90
Door
 Household
 Frost Free - Door  2  145 - 205
Refrigerator
 Side by Side -
 2  300 - 350
Door
 Visi Cooler -
 1  120 - 150
 Commercial Door
Refrigerator  Deep Freezer -
 1-2  80 - 100
Door
B. Rigid profiles
 Total
 No. of
 Consumer  Category - price of rigid
rigid profiles /  Penetration
Durable Type Applications profiles per
product
product (Rs.)
 Rigid profiles are
used in approx. 93-94%
 Direct
 4  35 - 45 products at present –
 Household Cool - Shelf
expected to increase to 97-
Refrigerator
98% over next 4-5 years
 Frost Free -  90 -
 6  Used in all models
Shelf 110
191
 Side by  16 -  250 -
 Used in all models
Side - Shelf 20 300
 Visi Cooler  270 -
- Door 300
 4
 Commerci  Visi Cooler transparent  250 -
 Used in all models
al Refrigerator - Internal profiles + other 280
rigid profiles
 Deep  300 -
Freezer - Top Cover 330
C. Extruded Sheets
 Consumer  Weight of sheets  Total price of

 Category
Durable Type used / product sheets per product (Rs.)
 Direct Cool  2  340 - 375
 Household
 Frost Free  5  875 - 925
Refrigerator
 Side by Side  7  1,250 - 1,300
5.2.2. Toughened Glass
 Total
 No. of price of
 Consumer  Category -
toughened toughened  Penetration
Durable Type Applications
glass / product glass per
product (Rs.)
 Current
 Direct  165 - penetration10 approx. 94%.
 3
Cool - Shelf 265 97-98% penetration in next
4-5 years
 Frost Free -  280 -
 Household  3-4  Used in all models
Shelf 400
Refrigerator
 Side by  500 -
 8 - 10  Used in all models
Side - Shelf 550
 Door  Current penetration
 1,200
(without SBS  1 approx. 2-3%. 15-20%
– 1,400
model) penetration in next 4-5 years
 1,400
 Visi Cooler  1  Used in all models
– 1,600
 Commerci
 Used in approx.
al Refrigerator  Deep  700 -
 1 40% deep freeze – expected
Freezer 800
to increase by 5% each year
 Top Load -  160 -  Flat Glass / Curved
 1
Fully Automatic 170 Glass – Used in all models
 Washing  Top Load -  210 -
Machine Semi Automatic 230
 Front Load  375 -
- Fully Automatic 400
 Microwav  Front Door  180 -
e + Back Panel 200
 590 -
 Cooktop  Top Glass  1  Used in all models
650
5.3 Market size for Polymer Extruded and Toughened Glass products
The following section estimates the market size for various polymer extruded and toughened glass products:
10
Penetration: In this context, penetration refers to the percentage of household refrigerator and commercial refrigeration units
that incorporate toughened glass as a standard component
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Exhibit 5.9.a: Market size for Polymer Extruded Products in Appliances, INR million, India, FY2019 – FY2029E
Exhibit 5.9.b: Segmentation of Polymer Extruded Products in Refrigerators (Household and Commercial) by
Percentage, FY2024
The below chart estimates APL’s current market share in total profile extrusion (including gasket & gasket assembly and rigid
profile) market and at each product level. The rest of the market is catered to either by other domestic companies or through
imports (as components or as part of finished products).
The market for profile extrusion products with APL’s market share estimated around 45.9% are majorly used in household
refrigerators, Visi coolers, and deep freezers. This segment is dominated by gaskets, with APL accounting for 61% of the total
gasket market in appliances. Rigid profiles constitute a significant portion as well, with APL holding around 25.2% share of the
total market.
Exhibit 5.10: APL’s Market Size in Profile Extrusion Products, India, FY2024
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5.3.2. Toughened Glass in appliances
The Indian toughened glass industry has witnessed significant growth in recent years, driven by increasing demand from various
sectors including consumer durables. The glass door market in India is projected to witness significant growth between FY2024
and FY2029, with the market value expected to expand at an impressive CAGR of 73.9%, increasing from INR 531 million in
FY2024 to approximately INR 8,449 million by FY2029.
This rapid growth is primarily driven by the shift in sourcing strategies of key players in the market. Currently, 100% of the glass
used in the production of glass doors is imported. However, major players have announced plans to transition to domestic
sourcing, which is expected to boost the market considerably from FY2025 onward.
Exhibit 5.11.a: Market size for Toughened Glass Products in Appliances, INR million, India, FY2019 – FY2029E
Exhibit 5.11.b: Segmentation of Toughened Glass in Appliances by Percentage, FY2024
Furthermore, the penetration rate of glass doors in the Indian market is anticipated to rise sharply, increasing from just 2% in
FY2024 to an estimated 20% by FY2029. This growth reflects a combination of rising demand for energy-efficient and
aesthetically appealing designs and the push toward self-reliance in raw material procurement within the country.
Exhibit 5.12.a: Market size for Toughened Glass in Household Refrigerator Door, INR million, India, FY2019 –
FY2029E
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The adoption of toughened glass in home appliances is projected to witness a significant growth, with an estimated APL’s market
share of 15%. This growth is primarily driven by the increasing demand for durable, safe, and energy-efficient appliances.
Furthermore, the appliance wise segmentation in this market includes household refrigerator glass shelves that contribute INR
3,875 million, with APL's share at 31.3%. Household refrigerator glass doors account for INR 531 million, and APL's share is
20.1%. Finally, microwave glass contributes INR 186 million, with APPL's share being 27.3%.
Exhibit 5.12.b: APL’s Market Share in Toughened Glass Market in Appliances, India, FY2024
Products of Interest:
 Household Refrigerator Shelves and Doors: Toughened glass offers superior strength and resistance to thermal shocks,
making it ideal for household refrigerator shelves and doors.
 Visi Coolers: The transparent nature of toughened glass enhances visibility and aesthetics in visi coolers.
 Deep Freezers: Toughened glass provides durability and resistance to low temperatures, making it suitable for deep freezer
applications.
 Washing Machines: Toughened glass is used in washing machine panels and control panels, offering a sleek and modern
look.
 Microwave Ovens: Toughened glass is used in microwave oven doors for its heat resistance and safety features.
 Cooktops: Toughened glass cooktops provide a smooth, easy-to-clean surface and can withstand high temperatures.
The growth in toughened glass products in appliances has been further fueled by government initiatives, technological
advancements, and changing consumer preferences.
Growth Drivers:
 Anti-Dumping Duty on Imported Toughened Glass: The imposition of anti-dumping duty on imported toughened glass
has provided a significant boost to domestic manufacturers by levelling the playing field. The Indian government has
imposed an anti-dumping duty on toughened glass used in home appliances, specifically those with a thickness between 1.8
mm to 8 mm and an area of 0.4 square meters or less, imported from China. This duty aims to protect domestic
manufacturers from unfair trade practices where products are sold below market price (dumping).
Key Points:
o Affected Products: Toughened glass for home appliances (thickness: 1.8 mm - 8 mm, area: <= 0.4 sq m)
o Origin Country: China (People's Republic of China)
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o Duty Period: Five years from the date of notification (November 17, 2023)
o Duty Rate: Varies depending on the specific producer. The anti-dumping policy lists duty rates for several Chinese
producers, ranging from NIL (no duty) to USD 243 per metric ton (MT).
o Currency: Indian Rupee (INR). The exchange rate for calculating the duty will be based on the relevant notifications
issued by the Ministry of Finance.
Additional Information:
o This duty is not applicable to all toughened glass. Exclusions include glass lids of utensils, switch panels, curved colored
glass for washing machines, double-glazed units, dome-shaped glass, and grooved glass.
o The duty is intended to level the playing field for domestic manufacturers and encourage domestic production.
 Increasing Demand from Diverse Sectors: The growing demand from sectors like automotive, construction, and consumer
durables has propelled the industry's growth.
 Government Initiatives: Government initiatives aimed at promoting domestic manufacturing and infrastructure
development have created favorable conditions for the industry.
 Rising Urbanization and Infrastructure Projects: Rapid urbanization and infrastructure development have fueled the
demand for toughened glass.
 Mandatory BIS Certification: The mandatory requirement of BIS certification for processed glass has ensured quality
standards and consumer safety, providing a level playing field for domestic manufacturers.
Entry barriers:
 Stringent Customer Specifications and Approvals: Meeting stringent quality standards and securing customer approvals,
especially from OEMs, can be a significant challenge.
 Customer Stickiness: Established players often have long-standing relationships with customers, making it difficult for
new entrants to penetrate the market.
 High Capital Investment: The industry requires significant capital investment in plant and machinery, particularly for
large-scale operations.
 Technological Expertise: Advanced technological know-how is essential for producing high-quality toughened glass,
which can be a barrier for new entrants.
 Level of Vertical Integration: Companies with a higher degree of vertical integration, controlling raw material sourcing to
final product distribution, have a competitive advantage.
Key challenges:
 Fluctuating Raw Material Prices: The industry is vulnerable to fluctuations in raw material prices, such as silica sand and
soda ash, which can impact profitability.
 Energy Costs: High energy costs can significantly impact production costs, especially for energy-intensive processes like
glass melting.
 Technological Advancements: Keeping up with the latest technological advancements is crucial to remain competitive.
Continuous investment in R&D is necessary to stay ahead of the curve.
 Environmental Regulations: Adherence to stringent environmental regulations can increase compliance costs.
By effectively addressing these challenges and capitalizing on the growth opportunities, the Indian toughened glass industry can
continue to thrive and contribute to the nation's economic growth.
5.3.3. Other business verticals: Market overview
Epoxidised Soyabean Oil (ESO) and PVC compounds are essential materials in the home appliances sector, where durability,
performance, and sustainability are critical. ESO, derived from natural soybean oil, serves as a plasticizer and stabilizer in PVC
production, offering enhanced flexibility and resistance to thermal and UV degradation. These qualities make it ideal for
components like refrigerator gaskets and other flexible parts used in appliances.
PVC compounds, known for their versatility and cost efficiency, are integral to home appliance manufacturing. They are used
in producing rigid and flexible components, such as door profiles, shelves, and inner linings, ensuring strength, longevity, and
aesthetic appeal. The rising demand for energy-efficient and durable home appliances underscores the importance of these
materials in achieving high-quality, reliable designs.
PVC Compound
196
PVC compounds are a crucial component in the manufacturing of various household appliances. They are used in applications
ranging from electrical insulation to durable casings. As India's household appliance market continues to expand, driven by rising
disposable incomes and urbanization, the demand for PVC compounds is expected to grow significantly. The chart indicates a
Compound Annual Growth Rate (CAGR) of 5.1% from FY2019 to FY2024 and 5.6% from FY2024 to FY2029E, reflecting the
positive outlook for this industry. This growth trajectory presents a promising opportunity for businesses involved in the
production and supply of PVC compounds to the household appliance sector. Furthermore, Ajay Poly offers a diverse range of
PVC compounds that meet global standards, ensuring excellent aesthetics, color fastness, and application-specific properties.
They are one of the leading manufacturers of PVC compounds in India.
Exhibit 5.13: India's PVC Compound market, growth projections, FY2019 – FY2029E
Epoxidised Soyabean Oil

The Epoxidised Soyabean Oil (ESBO) market in India is seeing steady growth, driven by its use in home appliances and the
growing demand for sustainable materials in consumer goods manufacturing. ESBO, a non-toxic, eco-friendly alternative to
traditional plasticizers, plays a critical role in the PVC (polyvinyl chloride) industry, commonly used in consumer appliances
such as refrigerators, microwaves, washing machines, and cooktops. From FY2019 to FY2024, the ESBO market has
experienced moderate growth, increasing from INR 3.2 billion in FY2019 to an estimated INR 4.6 billion by FY2024. The annual
growth rate for this period is 7-8%. This growth is largely driven by the increasing demand for eco-friendly plasticizers in home
appliances, such as refrigerator doors, microwave glass, and cooking surfaces. The shift from traditional plasticizers to bio-based
alternatives like ESBO is spurred by environmental regulations and consumer preference for sustainable, green products.
Exhibit 5.14: India's Epoxidised Soyabean Oil market, growth projections, FY2019 – FY2029E
5.3.4. Raw material price trend

The pricing trends of key raw materials such as Barium Carbonate, Soybean Oil, PVC Resin, Float Glass, and Iron Oxide play a
critical role in determining the cost structure and profitability across various industries. These materials are essential inputs for
a wide range of applications, including manufacturing, construction, and home appliances. Monitoring their price movements
provides valuable insights into market dynamics, supply-demand imbalances, and external factors such as geopolitical events,
trade policies, and seasonal variations. The following charts illustrate the historical price trends for these raw materials,
highlighting fluctuations and underlying patterns over the selected period.
PVC Resin
The chart illustrates the pricing trends for PVC resin over a specific time period in India. Prices fluctuate from INR 78,970 to
INR 96,488 indicating significant changes in the cost of PVC resin during this period. The price increase and decrease over time
may reflect various market factors, such as changes in raw material costs, supply chain disruptions, or shifting demand in the
market.
197
Exhibit 5.15: PVC resin price trend, INR per MT, Nov 2022 to Oct 2024
Soya bean oil

The chart presents the pricing trends for soybean oil across India over time, with values such as INR 93,600, INR 101,500, INR
104,800, and INR 113,900 recorded at different points. These fluctuating prices are influenced by various factors, including
seasonal supply variations, market demand shifts, production costs, and transportation factors. The price progression over time
suggests increasing costs, which could be attributed to supply chain disruptions, changes in production rates, or external
economic influences like inflation and global soybean prices.
Exhibit 5.16: Soyabean Oil price trend, INR per MT, Apr 2022 to Dec 2023
6. OPERATIONAL AND FINANCIAL BENCHMARKING

6.1 Operational Benchmarking
6.1.1. Ajay Poly Ltd.
PARAMETERS DETAILS
 Ajay Poly Limited (APL), part of the DCJ Group, was founded in 1991. The
company specialises in backward integration in gaskets & rigid extrusion and
manufacturing polymer extruded and glass products, serving key industries
including home appliances. Ajay Poly Ltd.'s close collaboration with both
Company
multinational and Indian OEMs in design and development provides a significant
Overview
competitive advantage. This joint development not only fosters innovation but also
establishes a formidable barrier to entry for new competitors, making it difficult for
them to replicate the depth of expertise and strategic alliances that Ajay Poly has
cultivated over the years
 Extruded Polymer Products: Refrigerator door gaskets, thermoplastic extrusions, co-
extruded sheets.
 Toughened Glass Products: Refrigerator glass doors and shelves, microwave oven
Key Products glass, washing machine glass, cooktop glass.
 Magnetic Products: Magnetic strip, magnetic sheet/printed magnetic sheet
 Raw Materials/others: Barium/Strontium ferrite powder, PVC compound,
Epoxidised Soyabean Oil.
Industries Served  Home appliances, refrigeration, and consumer electronics.
 Greater Noida Manufacturing Unit 1, 2, 3, 4 & 5
Plant locations
 Mohali Manufacturing Unit
198
 Karegaon - Pune Manufacturing Unit
 Shirwal – Pune Manufacturing Unit
 Sanand – Gujarat Manufacturing Facility
 Chennai Manufacturing Facility
6.1.2. Paramount Polymers Pvt Ltd
PARAMETERS DETAILS
Company  Paramount Group, established in 1992, specializes in providing extrusion, moulding,

Overview and chrome plating services to various industries
 Extrusion: Plastic and rubber products in various shapes and sizes.
 Moulding: Engineering plastic parts using presses from 40 to 3,000 tons.
Key Products  Chrome Plating: Surface treatment with a capacity of 1.22 million sq. inches per
month.
 Assembly & Postproduction: Includes printing, packaging, and product assembly.
Industries Served  Automotive, electrical, consumer goods, and industrial sectors
 Faridabad to manufacture plastic & rubber parts for OEMs in the appliance industry
 Contract Manufacturing Plants Established 3 plants to manufacture FMCG products
for Marico, HUL & Reckitt Benckiser.
Plant locations  Plastic Injection Moulding Plants in Pune
 Rubber Compounding & Moulding Plant in Pune
 Manufacture rubber components for home appliances in Chennai and provide local
support to customers in the southern region.
6.1.3. Holm industries
PARAMETERS DETAILS
 HOLM KK Extrusions Pvt. Ltd. manufactures extruded profiles and sealing systems
Company
and was established in 1996. The company has manufacturing facilities in Pune and
Overview
Greater Noida, serving the appliance, automotive, and construction sectors
 Electrical Rubber Panel Gaskets: Used in electrical panels for sealing and insulation.
 Rigid PVC Profiles: These profiles are utilized in various applications, including
construction and automotive.
Key Products
 Rubber Grommets: Essential for protecting wires and cables from abrasion.
 Co-extruded and Multi Co-extruded Profiles: Customizable options for specific
applications
 Appliance Sector: They produce gaskets and sealing systems for household and
commercial appliances. Also, rubber grommets are widely used in electronics,
machinery, electrical appliances, sports equipments, furniture and lighting.
Industries Served  Automotive Industry: The company provides extruded profiles and sealing solutions
for automotive applications.
 Construction Sector: Custom profiles are developed for various construction needs,
focusing on sealing applications.
The main manufacturing facilities are located in:
Plant Locations Ranjangaon, Pune, Maharashtra - This is the primary manufacturing plant where a

wide range of products are produced.
 Greater Noida, NCR - This location complements their production capabilities
6.1.4. Shree Ashtavinayak Glass
PARAMETERS DETAILS
Company
 Manufacturer of glass and glazing solutions for various applications.
Overview
199
 coated glass, mirrors, laminated glass, insulated glass units,
 Kitchen shutters,
Key Products
 LED mirrors
 Writing boards, clips and sealants.
Industries Served  Building and construction, automotive, solar energy, interior design.
Plant Locations  Khandala, Satara, Maharashtra- manufacturing facility

6.1.5. Xpro
PARAMETERS DETAILS
Company  Xpro India Limited, established in 1998 and part of the Birla Group, specializes in
Overview polymer processing with multiple divisions and manufacturing units across India.
 Capacitor/Dielectric Films: Specially designed polypropylene films for high-
performance applications in the capacitor industry.
 Coex Cast Films: Formulated cast coextruded films produced on sophisticated multi-
layer film lines.
Key Products
 Coex Sheets: Monolayer and coextruded plastic sheets based on various
thermoplastic resins.
 Thermoformed Liners: Primarily used for refrigerator inner and door liners, as well
as automotive and sanitary applications.
Industries Served  Consumer electronics, home appliances, automotive, sanitary applications
 Manufacturing units across India, including locations in West Bengal, Madhya
Plant Locations
Pradesh, and Maharashtra
6.1.6. Dixon Technologies
PARAMETERS DETAILS
 Dixon Technologies is an electronics manufacturing services company based in
Company
Noida, specializing in contract manufacturing for consumer electronics, home
Overview
appliances, lighting, and security devices.
 Washing machine LED TV, air conditioners, refrigerators
 Lighting solutions
 Mobile phones
Key Products
 Security surveillance system
 Reverse logistics
 Medical electronics
Industries Served  Consumer electronics, home appliances, security devices
Plant Locations  17 manufacturing units across India, including Noida, Dehradun, and Tirupati.
6.1.7. Amber Enterprises
PARAMETERS DETAILS
 Amber Enterprises is a solution provider for the HVAC industry, specializing in the
Company design, development, and manufacturing of room air conditioners and their
Overview components, serving a wide range of industries including consumer durables,
automotive, and defense
 Room air conditioners
 Heat exchangers
Key Products  Multi-flow condensers
 Sheet metal components: The components are widely used in the manufacture of
tractors and automobiles
Industries Served  Consumer durables, automotive, railways and defence
 27 manufacturing units across 9 locations in India, including Noida, Dehradun, Sri
Plant Locations
city, Chennai, Pune, Kadi and more.
6.1.8. PG Electroplast
200
PARAMETERS DETAILS
 PG Electroplast is an electronics manufacturing services provider in India, offering
Company solutions including original design manufacturing (ODM), original equipment
Overview manufacturing (OEM), and plastic injection molding for various consumer durables
and electronics.
 Air conditioners
 Washing machines
Key Products  LED televisions
 Air coolers
 Plastic components
Industries Served  Consumer durables, consumer electronics, automotive, and bathroom fittings
Plant Locations  Manufacturing units in Greater Noida, Roorkee, and Ahmednagar

6.1.9. Epack Durables
CATEGORY DETAILS
 Epack Durables is a manufacturer of room air conditioners and small domestic
Company
appliances in India. The company specializes in design and manufacture complete
Overview
RACs, induction cooktops, mixer-grinders and water dispensers.
 Room air conditioners
Key Products  Small domestic appliances
 Heat exchangers, fans and copper tubing
Industries Served  Consumer durables, small domestic appliances
Plant Locations  Manufacturing facilities in Dehradun, Bhiwandi, Greater Noida and Sri city
6.1.10. Delta Magnet
CATEGORY DETAILS
 Delta Manufacturing Ltd. is a producer of hard ferrite magnets, including ring and
Company
arc magnets. The company specializes in manufacturing and supplying magnets,
Overview
particularly for applications in two-wheelers like magnetos and starter motors.
 Sector Magnets: Majorly used in automotive magneto’s & alternators
 Motor Magnets: Used in starter motors of automotive and motor cycle
 Ferro fluid: Major applications of ferro fluid are loudspeaker, liquid seals, reducing
friction, aerospace, analytical instrumentation, biomedical, heat transfer-cooling
and display & education kits
 Ring Magnets: Used in loudspeakers, lifting device etc
Key Products
 Isotropic Magnets: Majorly used in motors, sensors, handheld devices etc.
 Low Energy Embedding Powder (LEEP): LEEP magnets include door closure seals,
health magnets, injection-molded parts, crafts, coated magnets, and advertising
specialties
 Rare Earth Magnet: Used in applications such as electric vehicle drive motors, solar
pumps, drone motors
 Automobiles
 Electronics
Industries Served
 Medical Appliances
 Information & Communications
Plant Locations  Manufacturing facilities in Nashik, Maharashtra
6.1.11. Rehau
CATEGORY DETAILS
 REHAU, established in Germany in 1948, is a global provider of polymer-based
Company solutions. It entered the Indian market in 1997 and serves multiple industries,
Overview including construction, automotive, and furniture. The company emphasises
advanced technology and sustainability in its product offerings.
201
 uPVC Edgebands
 Laminates and solid surfaces
 Furniture components (e.g., roller shutter and plinth systems)
Key Products
 Plumbing and drainage systems
 Radiant heating and cooling solutions
 Industrial solutions like gaskets and profiles
 Furniture
 Construction (residential and commercial)
Industries Served
 Automotive
 Industrial refrigeration and insulation
 Pune, Maharashtra (two facilities producing edge bands, gaskets, and profiles)
Plant Locations
 Vadodara, Gujarat (exclusive edge band manufacturing)
6.1.12. Bright Brothers
CATEGORY DETAILS
 Bright Brothers Limited, established in 1947, is a leading manufacturer of plastic
products and injection-molded components in India. The company caters to a wide
Company range of industries and focuses on consumer durable components and automotive
Overview parts. It has diversified into material handling products, including crates, bins, and
pellets, along with personal care items such as hair care products and toothbrush
handles.
 Consumer Durable Parts & Systems: Includes refrigerator parts and other plastic
components.
 Automotive Parts & Systems: Plastic parts for automotive OEMs.
Key Products
 Material Handling Products: Crates, bins, and pellets.
 Personal Care Products: Hair care products and toothbrush handles.
 Services: Tool and die making, along with painting services
 Consumer durables
 Automotive
Industries Served
 Personal care
 Material handling
 Faridabad
 Pondicherry (Plant 1 and Plant 2)
Plant Locations
 Bhimtal
 Various locations in Pune
6.2 Financial Benchmarking
Exhibit 6.1: Revenue from the operation of key competitors, value (in INR Million), Gross Margin (in %), EBITDA (in
INR Million), EBITDA Margin (in %), FY2022 – FY2024
202
Gross Margin= (Total revenue-cost of goods sold)/Total revenue*100; EBITDA = PBT + (Finance Cost + Depreciation +
Amortization) – Other Income; EBITDA Margin: EBITDA / (Revenue from Operations)
Exhibit 6.2: PAT (in INR) Million, PAT Margin (in %), RoE (in %), RoCE (in %), FY2022 – FY2024
PAT Margin = PAT / Total Income; ROCE = [EBIT / (Average Capital Employed)] where Average Capital Employed = Net
Worth + Total Borrowing (Long Term + Short Term); EBIT = (PBT + Finance Cost- Other Income); ROE = PAT / (average
Net Worth)
Exhibit 6.3: Asset Turnover Ratio, Cash conversion cycle (in days). Net debt/Equity, Net debt/EBITDA FY2022 –
FY2024
Fixed Asset Turnover Ratio = Revenue from Operations / Average GFA (Gross Fixed Asset) | GFA (Gross Fixed Asset) =
{Gross Property, Plant and Equipment + Capital Work in Progress}; Cash Conversion Cycle: Trade Receivable Days + Inventory
Turnovers Days – Trade Payable Days
About Ajay Poly Ltd.

Company Overview
Ajay Poly Limited (APL), founded in 1991 and part of the DCJ Group, specializes in the manufacture of polymer extruded and
glass products, catering to key industries such as home appliances. The company's close collaboration with both multinational
and Indian OEMs in design and development gives it a significant competitive edge. These joint development efforts foster
innovation and create a formidable barrier to entry for new competitors, as replicating Ajay Poly’s depth of expertise and strategic
203
alliances is a significant challenge. Ajay Poly is India’s leading manufacturer and supplier of refrigeration sealing systems
(Gasket Assemblies) and Extruded Profiles used in appliances, with a market share of approximately 61.0%, 65.2% and 49.0%
in Gasket Assemblies, 25.2%, 26.4% and 21.0% in Rigid Profiles and an overall market share of 45.9%, 48.9% and 37.5% in
Extruded Profiles used in Appliances, in FY2024, FY2023 and FY2022 respectively. Ajay Poly is also one of India’s leading
manufacturer and supplier of Toughened Glass Products used in Appliances, with a market share of 31.3% in Refrigerator Glass
Shelves, 20.1% Market Share in Refrigerator Glass Doors, 27.3% market share in Microwave Glass Doors, and an overall market
share of 15.4% in Toughened Glass used in Appliances, in FY2024.
Key Products
Ajay Poly offers a broad range of products critical to the consumer durables industry:
 Extruded Polymer Products: Refrigerator door gaskets, thermoplastic extrusions, co-extruded sheets.
 Toughened Glass Products: Refrigerator glass doors and shelves, microwave oven glass, washing machine glass, cooktop
glass.
 Magnetic Products: Magnetic strips, magnetic sheets, and printed magnetic sheets.
 Raw Materials/Other Products: Barium/Strontium ferrite powder, PVC compound, and Epoxidised Soyabean Oil.
Industries Served
The company serves multiple industries, focusing mainly on home appliances, refrigeration, and consumer electronics. Its
product offerings are crucial components in products such as refrigerators, washing machines, microwaves, cooktops, and Visi
Coolers.
Plant Locations
Ajay Poly operates multiple manufacturing units across India, strategically located in key regions to support its wide-ranging
operations. The manufacturing facilities of Ajay Poly are strategically located in appliance manufacturing hubs of India The
company has five manufacturing units in Greater Noida, along with additional facilities in Mohali, Pune (Karegaon, and Shirwal),
Sanand (Gujarat), and Chennai. These strategically placed facilities are situated in appliance manufacturing hubs. This diverse
geographical footprint enables the company to serve a large customer base efficiently, ensuring the production of critical
components like polymer extrusions, toughened glass, and magnetic products for industries such as home appliances and
consumer electronics.
Backward Integration
Ajay Poly’s manufacturing process is significantly strengthened by backward integration, enabling the company to produce
critical raw materials and components in-house. This ensures control over quality, costs, and supply chain reliability. Their
operations are integrated across the product cycle, with almost all manufacturing processes carried out internally. This allows
them to respond quickly and efficiently to customer requirements or changes in global conditions without relying on external
vendors. Consequently, they can closely monitor product quality, production costs, and delivery schedules. This includes:
 Polymer Extruded Products: Production of gaskets used in refrigerator doors, rigid profiles for refrigerators, Visi Cooler
doors, deep freezer tops, and refrigerator inner molds.
 Toughened Glass: Manufacturing toughened glass for refrigerator shelves and doors, washing machines, microwaves,
cooktops, and other appliances such as air conditioners and water dispensers.
 Magnetic Products: Production of Barium Ferrite powder, which is used in the manufacturing of magnetic strips through
extrusion.
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OUR BUSINESS
Some of the information in this section, including information with respect to our business plans and strategies, contain forward-
looking statements that involve risks and uncertainties. You should read the section entitled “Forward-Looking Statements” on
page 17 for a discussion of the risks and uncertainties related to those statements and also the sections entitled “Risk Factors”,
“Industry Overview”, “Restated Financial Information” and “Management’s Discussion and Analysis of Financial Condition
and Results of Operations” on pages 29, 140, 271 and 358, respectively, as well as financial and other information contained
in this Draft Red Herring Prospectus as a whole, for a discussion of certain factors that may affect our business, financial
condition or results of operations. Our actual results may differ materially from those expressed in or implied by these forward
looking statements.
Unless the context otherwise requires, references in this section to “our Company”, “we”, “us”, or “our” are to Our financial
or fiscal year ends on March 31 of each calendar year. Accordingly, references to a “Fiscal” or “fiscal year” are to the 12-
month period ended March 31 of the relevant year. References in this section to a “three months period” refers to the three
months ended June 30 of a particular fiscal year. Unless otherwise stated or the context otherwise requires, the financial
information included in this section is based on our Restated Financial Information included in this Draft Red Herring
Prospectus. For further information, see “Restated Financial Information” on page 271.
We have also included various operational and financial performance indicators in this Draft Red Herring Prospectus, some of
which have not been derived from our Restated Financial Information. The manner of calculation and presentation of some of
the operational and financial performance indicators, and the assumptions and estimates used in such calculation, may vary
from that used by other companies in India and other jurisdictions.
Unless otherwise indicated, the industry-related information contained in this section is derived from a report titled “Industry
Report on select components businesses for the consumer durables industry” dated December 27, 2024, prepared by Frost &
Sullivan, which has been prepared exclusively for the purpose of understanding the industry in connection with the Offer and
commissioned and paid for by our Company in connection with the Offer (the “F&S Report”). The data included herein includes
excerpts from the F&S Report and may have been re-ordered by us for the purposes of presentation. Unless otherwise indicated,
all financial, operational, industry and other related information derived from the F&S Report and included herein with respect
to any particular year, refers to such information for the relevant calendar year. copy of the F&S Report is available on the
website of our Company at www.applindia.co.in.
A.Z Overview
appliance industry on the basis of market share in Fiscal 2024. (Source: F&S Report, December 27, 2024) We have 61.0%
market share in refrigeration sealing solutions (gaskets), 25.2% market share in rigid profile extrusion, 45.96% in total profile
extrusion, 31.3% and 15.4% market share in household refrigeration glass shelves and overall toughened glass products for
appliance industry in Fiscal 2024. (Source: F&S Report, December 27, 2024). We specialize in a range of toughened (tempered)
glass products and glass solutions, polymer extrusion products, magnet powders and magnetic products. Our product offerings
also include refrigerator door gaskets, thermoplastic extruded profiles, magnetic strips, polymer sheets extrusion, refrigerator
glass shelves, refrigerator glass doors, microwave glass doors, washing machine glass lids and various toughened glass
components for appliances. We cater to sectors such as consumer durables, commercial refrigeration and automotive sectors.
Our customers are primarily appliance manufacturers (multi-national and Indian) with whom we collaborate on design and
development. We manufacture our products at our ten manufacturing facilities across India which are strategically positioned
near key northern, western and southern appliance manufacturing hubs of key OEM players. (Source: F&S Report, December
27, 2024)
Our product segments
1. Toughened glass (or tempered glass), which is being used in appliances such as refrigerator shelves, refrigerator doors, visi
cooler doors, microwave oven doors, gas cooktop hobs and washing machine lids;
2. Polymer extrusion products which includes the following:
(a) Soft profile extrusions, which are used as household and commercial refrigeration sealing systems (gaskets) and also in
building material.
(b) Rigid profile extrusions, which are used for trims, transparent profiles, door profiles in both household and commercial
refrigerators as well as various profiles used in commercial visi coolers and deep freezers.
(c) Sheet extrusions, which are used in consumer appliance applications such as refrigerator door and cabinet liners;
3. Magnet products:
(a) Magnetic strips, which are an integral component of refrigeration sealing solutions (Gaskets), shower door seals and
have automotive uses as well;
205
(b) Magnet powder, which is composed of Barium or Strontium ferrite, this powder is used in manufacturing magnetic
strips and has applications in automotive industry
4. Others, which includes: polyvinyl chloride (“PVC”) compounds, which are used for soft, rigid profiles;
Some of our other products also include trims and co-extruded sheets (both HIPS and ABS).
The table below shows our revenue from operations by product segments for the periods indicated:
₹ million % of revenue from operations ₹ million % of revenue from operations
Toughened glass (or tempered glass) 288.50 33.02% 568.06 43.65%
Magnet products 33.49 3.83% 43.52 3.34%
Others 105.84 12.12% 138.13 10.61%
Total 873.62 100.00% 1,301.31 100.00%

% of
% of revenue % of revenue revenue
from operations from operations from
operations
Toughened glass
99.67 7.04% 489.54 20.36% 1,379.62 37.86%
(or tempered glass)
Magnet Products 65.33 4.61% 113.38 4.71% 145.50 3.99%
Others 179.57 12.67% 305.08 12.69% 415.39 11.40%
Total 1,416.77 100.00% 2,404.93 100.00% 3,644.15 100.00%
We served 46 customers for the period ended November 30, 2024. We have a marquee customer base of multinational and
domestic consumer appliance OEMs. Selected examples of our multinational appliance OEM customers include Haier
Appliances (India) Private Limited, BSH Household Appliance Manufacturing Private Limited, Seaga India Private Limited and
Frigoglass India Private Limited. Selected examples of our Indian appliance OEM customers include Godrej & Boyce
Manufacturing Company Limited, Voltbek Home Appliances and IFB Refrigeration Limited.
We have a history of high customer retention. In three months period ended June 30, 2024, and the three months period ended
June 30, 2023 and Fiscal 2024, Fiscal 2023 and Fiscal 2022, we derived approximately 99.80%, 99.18 %, 99.39%, 98.71% and
92.45%, respectively, of our revenues from operations from repeat customers (defined as customers from which we have had
revenues in the past three fiscal years). As of June 30, 2024, our average association with our top 10 customers is of nine years.
We have an inhouse design, development, tooling and testing department located in Greater Noida, NCR. Our inhouse team
focuses on designing, optimization, die creation and testing. Our inhouse design and development department independently
verifies and develops OEM designs received from customers and converts such designs into deliverable products and solutions
by improving the designs, recommending suitable raw materials and testing of trial products. Our close collaboration with multi-
national and Indian OEMs on design and development give us a competitive advantage and this joint development is a difficult
barrier to entry for new competitors to overcome. (Source: F&S Report, December 27, 2024).
We have ten manufacturing facilities with five located in Greater Noida in the NCR, two located in Maharashtra (Karegaon and
Shirwal) and one each located in Sanand (Gujarat); Mohali (Punjab); and Chennai (Tamil Nadu). Our manufacturing facilities
have been strategically positioned near key northern, western and southern appliance manufacturing hubs of key OEM players,
which reduces lead times and logistics costs and ensures faster and more efficient delivery. As on June 30, 2024, our annual
available installed capacity is 91,353,600 meters of soft profile extrusion, 14,040,000 meters of rigid profile extrusion, 3,903,600
square meters of toughened glass, 63,648,000 meters of magnetic strips production, 12,532 tonnes of PVC compound production,
2,156 tonnes of epoxidized soyabean oil production, 6,000 tonnes of sheet extrusion and 10,296 tonnes of magnet powder. For
further details, see “- Our Manufacturing – Capacity and Capacity Utilization” on page 226.
In line with our focus to provide end-to-end product solutions and to develop better control on our supply chain and improve our
margins, we have undertaken several backward integration initiatives over the years and have taken various in-house steps.
Pursuant to the backward integration, we have strengthened number of our key production areas as set forth below:
 Soft profile extrusion/gasket production: Our soft profile extrusion/gasket production for refrigeration sealing solutions have
been significantly backward integrated with in-house compounding, extrusion, tooling/machinery, magnetic strip, ferrite
powder and plasticizer manufacturing facilities, with an annual available installed capacity of 9,13,53,600 meters as on June
30, 2024.
 In-house PVC Compound Production: We have inhouse production of PVC compound, with an annual available installed
capacity of 12,532 tonnes as on June 30, 2024. Our PVC compound capacity ensures quality control and cost efficiency.
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 In-house production of Plasticizer: We have in-house production of plasticizer (Epoxidized Soyabean Oil or “ESBO”), with
an annual available installed capacity of 2,156 tonnes as on June 30, 2024. Almost all of the ESBO we produce is for captive
consumption for production of PVC compounds.
 In-house Machinery Assembly: We have in-house customized machine assembly facility for extrusion, sealing, magnetic
strip inserting (into gaskets), and tooling which enhances operational precision and saves capital expenditure and cost.
 Magnet Powder and Strip Production: We have backward integration of magnet powder and magnetic strip production
which are used in our gasket assemblies and automotive products, with an annual available installed capacity of 10,296
tonnes of magnet powder and 6,36,48,000 meters of magnetic strips as on June 30, 2024.
Our Company is led by our Individual Promoters: Bina Jain, Rajeev Jain and Nitin Jain. Our Managing Director, Rajeev Jain
has more than 25 years of industry experience. They are supported by an experienced and professional management team led by
the CEO, Avanish Singh Visen, who has more than 20 years of industry experience, our Chief Financial Officer, Deepak Garg,
Sudhir Kumar (Head of Operations), Abhijit R Mirajkar (Head of Research and Development) and Vineet Rai (Deputy General
Manager – Sales and Marketing) along with a workforce of 580permanent employees as of November 30, 2024. We believe that
the collective experience and capabilities of our Promoters and management team and strong workforce enable us to understand
and anticipate market trends and manage our business operations and growth. For additional details, see “Our Management” on
page 244.
B.Z Key financial information
Set forth below is certain key financial information for the periods indicated.

June 30, 2023 June 30, 2024
Revenue from operations 1,416.77 2,404.93 3,644.15 873.62 1,301.31
EBITDA 106.15 213.48 487.47 132.99 226.64
EBITDA Margin (in %) 7.49% 8.88% 13.38% 15.22% 17.42%
Profit after tax for the Year / Period 33.91 128.33 224.12 76.31 122.89
PAT Margin (in %) 2.38% 5.30% 6.12% 8.69% 9.40%
RoE (in %) 6.29% 20.57% 27.37% 10.27% 12.37%
RoCE (in %) 7.63% 13.70% 22.37% 7.28% 8.92%
Gross Fixed Asset Turnover Ratio 2.64 3.03 3.14 0.84 0.99
Cash Conversion Cycle 84 77 78 71 67
Net Debt/Equity 0.82 1.16 1.28 1.19 1.22
Notes:
reporting period. Net Worth is the aggregate value of equity share capital and other equity as appearing in the balance sheet of the
relevant period
Average gross plant, property & equipment for said period including Capital work in in progress as on last date of reporting period
ix. Cash Conversion Cycle-"Calculated as inventory days plus receivable days less payable days. Receivable Days is calculated as 365
/ (Revenue from operations / Average Trade receivables as on the last date of the relevant period). Inventory days is calculated as
365 / (Revenue from operations / Average Inventory as on the last date of the relevant period) Payable days is calculated as 365 /
(Revenue from operations / Average Trade Payables as on the last date of the relevant period)."
207
For any further details of our KPIs, see “Management’s Discussion and Analysis of Financial Position and Results of Operations
– Key Performance Indicators and Non-GAAP Financial Measures” on page 372.
C.Z Our Strengths:
Market leader in refrigeration sealing solutions and toughened glass products and poised to benefit from growth in the Indian
consumer durable market
appliance industry on the basis of revenue in Fiscal 2024. (Source: F&S Report, December 27, 2024) We have 61.0% market
share in refrigeration sealing solutions (gaskets), 25.2% market share in rigid profile extrusion, 45.9% in total profile extrusion,
31.3% market share in glass shelves and 15.4% market share in overall glass products for appliance industry in Fiscal 2024. We
specialize in a range of toughened (tempered) glass products and glass solutions, polymer extrusion products, magnet powders
and magnet products. Our product offerings also include refrigerator door gaskets, thermoplastic extruded profiles, magnetic
strips, sheets extrusion, glass shelves, glass doors and various glass components for appliances. We cater to sectors such as
consumer durables, commercial refrigeration and automotive sectors. Our customers are primarily appliance manufacturers
(multi-national and Indian) with whom we collaborate on design and development. We manufacture our products at our ten
manufacturing facilities across India which are strategically positioned near key northern, western and southern appliance
manufacturing hubs of key OEM players. (Source: F&S Report, December 27, 2024)
According to Frost & Sullivan Report, the consumer durables market in India is underpenetrated compared to other countries
and expected to grow at a CAGR of 14.50% during the next five fiscal years to ₹ 2,607 billion by Fiscal 2029. The table below
sets forth the markets for consumer durables, electronic manufacturing services (EMS), refrigeration sealing solutions and
toughened glass in India for the periods indicated.
CAGR FY CAGR FY
Market 2019-2024 2024-2029
Indian consumer durables market (₹ in billion) 732 1,325 2,607 12.6% 14.5%
Indian electronic manufacturing services 845 2,470 8,286 23.9% 27.4%
(EMS) market (₹ in billion)
Indian market for refrigeration sealing solutions 1,363 2,005 3,897 8.0% 14.2%
(gasket) (₹ in billion)
Indian market for toughened glass (₹ in million) 5,124 8,994 23,442 11.9% 21.1%
(Source: F&S Report, December 27, 2024).
The Indian consumer durable industry is expected to benefit from a number of trends (tailwinds) during the next five years
including:
 Rising disposable incomes as India’s per capital GDP continues to rise;

 Easier access to credit for end-consumers of appliances;
 Accelerating urbanization with demand from Tier 2 and Tier 3 cities driving growth;
 Premiumization and growing demand for energy efficient appliances;

 Indian EMS players are looking to grow their export business and develop global market share and white labelling is gaining
traction in Indian markets;
 China+1 strategy causing major multi-nationals to move operations from China into India;
 Surging demand from rural and semi-urban markets, driven by expanding presence of brands and products;
 Digitalization and a burgeoning e-commerce ecosystem;
 Growing investments in India by multi-national consumer durable companies with an expansion of capacities across white
goods and
 Anti-Dumping policies to benefit local manufacturers including, for example, the recent adoption of duty on toughened glass
from China.
(Source: F&S Report, December 27, 2024).
We believe that Indian component manufacturers like our Company will enjoy higher demand for polymer extrusion products
and toughened glass as the Indian consumer durables market expands and that we are well poised to benefit from these favourable
market trends.
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Marquee customer base with longstanding relationships
We served 46 customers for the period ended November 30, 2024. Our customers are primarily appliance manufacturers (multi-
national and Indian) with whom we collaborate on design and development. We cater to sectors such as consumer durables,
commercial refrigeration and automotive sectors.
We deliver tailored solutions that resonate with the specific needs of our customers. Our journey with appliance OEMs begins
with a single product, refrigerator gaskets, addressing a critical requirement. Over the years, we’ve deepened our engagement by
expanding our portfolio, becoming a partner for a range of components. Today, our offerings include not just gaskets but also
toughened glass, rigid profiles, and sheet extrusions, enabling us to provide comprehensive solutions that enhance the value and
performance of our customers' products.
Following are a few examples of how we have expanded our offerings to meet the evolving needs of our customers:
Our association with one of our customers (“Customer A”) began with gaskets which we supplied at their Faridabad operations.
Subsequently, we also started suppling gaskets at their Pune operations in Fiscal 2023. In Fiscal 2024, we started supplying glass
doors and sheet extrusion at their Pune operations, glass doors and shelves to their Faridabad operations. Our business with
Customer A increased from ₹ 3.87 million in Fiscal 2022, ₹ 33.94 million in Fiscal 2023 to ₹ 124.64 million in Fiscal 2024 and
from ₹20.37 million in June 30, 2023 to ₹ 102.84 million in June 30, 2024.
In Fiscal 2022, our association with another customer (“Customer B”) started with gaskets and trims and we subsequently added
glass and shelves which increased our revenue. Our business with Customer B increased from ₹ 453.97 million in Fiscal 2022,
₹ 780.68 million in Fiscal 2023 to ₹ 1034.20 million in Fiscal 2024 and from ₹ 277.31 million in June 30, 2023 to ₹ 310.44
million in June 30, 2024.
Our association with a customer (“Customer C”) started with gaskets, magnetic strips, PVC compounds and subsequently
increased to us also supplying glass shelves assembly which increased our total revenue. Our business with Customer C increased
from ₹ 359.69 million in Fiscal 2022, ₹ 721.07 million in Fiscal 2023 to ₹ 1,256.11 million in Fiscal 2024 and from ₹ 292.82
million in June 30, 2023 to ₹ 404.85 million in June 30, 2024.
We have marquee customer base of multinational and domestic consumer appliance OEMs. Selected examples of our
multinational appliance OEM customers include Haier Appliances (India) Private Limited, BSH Household Appliance
Manufacturing Private Limited, Seaga India Private Limited and Frigoglass India Private Limited. Selected examples of our
Indian appliance OEM customers include Godrej & Boyce Manufacturing Company Limited, Voltbek Home Appliances and
IFB Refrigeration Limited.
We have a history of high customer retention. In three month periods ended June 30, 2024 and June 30, 2023 and Fiscal 2024,
Fiscal 2023 and Fiscal 2022, we derived approximately 99.80%, 99.18 %, 99.39%, 98.71% and 92.45%, respectively, of our
revenues from operations from repeat customers (defined as customers from which we have had revenues in the past three fiscal
years). As of June 30, 2024, our average association with our top 10 customers is of nine years. Our long-term relationships and
ongoing active engagements with customers also allow us to enhance our ability to benefit from increasing economies of scale
with stronger purchasing power for raw materials and a lower cost base.
The table below sets forth our revenue from our top 5 customers and top 10 customers and their contribution to our revenue from
operations for the periods indicated.
Particulars Three month period ended June 30, 2023 Three month period ended June 30, 2024
₹ in million % of revenue from ₹ in million % of revenue from
Largest Customer 292.82 33.52% 404.85 31.11%
Top 5 Customers 709.54 81.22% 1,041.30 80.02%
Top 10 Customers 797.08 91.24% 1,187.31 91.24%

₹ in % of revenue ₹ in million % of revenue ₹ in million % of revenue
million from from from
Largest Customer 453.97 32.04% 780.68 32.46% 1,256.11 34.47%
Top 5 Customers 1,101.61 77.76% 1,898.67 78.95% 2,895.76 79.46%
Top 10 Customers 1,265.35 89.31% 2,175.12 90.44% 3,333.78 91.48%
Strategically located manufacturing facilities in close proximity to customers
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Shirwal) and one located in Sanand (Gujarat), Mohali (Punjab); and Chennai (Tamil Nadu). Our manufacturing facilities have
been strategically positioned near key northern, western and southern appliance manufacturing hubs of key OEM players, which
reduces lead times and logistics costs and ensures faster and more efficient delivery.
The following map shows the location of our manufacturing facilities as well as their proximity to key customer locations.
(Source: F&S Report, December 27, 2024): This map is only for the purpose of representation and is not to be considered an
accurate geopolitical representation)
The table below sets forth summary of our capacity as of June 30, 2024. For our capacity, production and capacity utilization for
other periods, see “Our Manufacturing - Capacity and Capacity Utilization” on page 226.
Products UOM Annualized Available Installed Capacity, as on June 30, 2024

Toughened Glass Square Metres 39,03,600
Magnetic Strips Metres 6,36,48,000
Magnet Powder Tonnes 10,296
Epoxidized Soyabean Oil Tonnes 2,156
PVC Compound Tonnes 12,532
Soft Profile Metres 9,13,53,600
Rigid Profile Metres 1,40,40,000
Sheet Extrusion Tonnes 6,000
* As certified by Vinod Kumar Goel, Independent Chartered Engineer through their certificate dated December 28, 2024.
#Available Installed Capacity is the capacity available for the period, based on number of days
Our manufacturing facilities are equipped with machinery and equipment like reactors for plasticizer, furnaces for magnet
powder, soft and rigid extrusion machines, magnetic strip insertion and sealing machines and extruded profile sealing machines,
glass CNC cutting and grinding machines, glass drilling machines, glass tempering furnace, digital and screen-printing machines.
For further information on machinery and equipment, see “- Our Manufacturing – Machinery and Equipment” on page 222.
Further, in our manufacturing operations, we aim to adopt the best available environment, health and safety practices and to
engage with our suppliers to promote new approaches to reduce our environmental impact. We maintain an ongoing audit system,
including both internal and external audits, designed to help identify and mitigate risks. We also have wastewater, effluent
treatment plants in place.
Our manufacturing facilities are ISO 9001:2015 (quality management system), ISO 14001: 2015 (environmental management
system), ISO 45001: 2007 (occupational health and safety) certified. In addition our products meet requirements of the Bureau
of Indian Standards (“BIS”), which make us a preferred manufacturing partner in India for our customers. Our products also
adhere to the environmental and safety standards of REACH SVHC (European Union) and are Restriction of Hazardous
Substances Directive (RoHS) compliant in the European Union. Further, our manufacturing facilities have satisfied a SMETA
4-pillar audit covering the labour and health and safety standards as well as environmental assessment and business ethics.
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Emphasis on backward integration and in-house capabilities in design, development, tooling, and testing
margins. We have significantly strengthened our manufacturing process by undertaking several backward integration initiatives
which enable our Company to produce critical raw materials and components in-house. Pursuant to the backward integration
initiative, we have strengthened number of our key production areas as set forth below.
 Soft profile extrusion/gasket production: Our soft extrusion/gasket production for refrigeration sealing solutions have been
significantly backward integrated with in-house compounding, extrusion, tooling/machinery, magnetic strip, ferrite powder
and plasticizer manufacturing facilities, with an annual available installed capacity of 9,13,53,600 meters as on June 30,
2024.
 We have backward integration of magnet powder and magnetic strip production which are used in our gasket assemblies
and automotive products, with an annual available installed capacity of 10,296 tonnes of magnet powder and 6,36,48,000
meters of magnetic strips as on June 30, 2024.
The following diagram shows our backward integration from raw materials to gasket production.
focuses on
 Designing: Working with our customers to design improved products and solutions.
 Optimization: Continuous improvements for product performance.
 Die Manufacturing: Complete in-house manufacture of extrusion dies for faster production cycles.
 Testing: Testing of trial products and testing of finished products to ensure customer quality parameters are satisfied.
Our inhouse design and development department independently verifies and develops OEM designs received from customers
and converts such designs into deliverable products and solutions by improving the designs, recommending suitable raw
materials mix and testing of trial products. Our close collaboration with multi-national and Indian OEMs on design and
development give us a competitive advantage and this joint development is a difficult barrier to entry for new competitors to
overcome. (Source: F&S Report, December 27, 2024).
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In addition, our inhouse design and development team aims to provide solutions through automation to improve manufacturing
efficiency of our existing product lines, reduce production costs and assists our customers by providing design and engineering
support. We focus on activities to support our customers including design refinement, generating optional features and testing.
We use advanced CAD/CAE software for optimization of products as well as tooling. This enables us to address our consumers’
diverse needs, introduce new, innovative and energy efficient component products in the market, enhance existing products with
emerging technologies, and optimize costs across our products through value analysis and value engineering.
Track record of consistent financial performance
We believe that our operational efficiency, productivity and low operating costs are inherent strengths of our Company. We have
a consistent track record of delivering operating profitability.
A summary of our key financial performance is as follows:

(₹ millions except percentages)
Particulars Fiscal 2022 Fiscal 2023 Fiscal 2024 Three Three CAGR
months months (Fiscal 2022-
period ended period ended Fiscal 2024)
June 30, 2023 June 30, 2024
EBITDA 106.15 213.48 487.47 132.99 226.64 114.30%
EBITDA Margin (in %) 7.49% 8.88% 13.38% 15.22% 17.42%
Profit after tax for the Year /
33.91 128.33 224.12 76.31 122.89 157.08%
Period
PAT Margin (in %) 2.38% 5.30% 6.12% 8.69% 9.40%
RoE (in %) 6.29% 20.57% 27.37% 10.27% 12.37%
RoCE (in %) 7.63% 13.70% 22.37% 7.28% 8.92%
Gross Fixed Asset Turnover
2.64 3.03 3.14 0.84 0.99
Ratio
Net Debt/Equity 0.82 1.16 1.28 1.19 1.22
Notes:
1. Revenue from operations-Revenue from Operations, as reported in the financial statements
2. EBITDA-EBITDA is calculated as profit before tax plus depreciation and amortization expense plus finance cost less other income
3. EBITDA Margin (in %)- EBITDA margin is calculated as EBITDA divided by revenue from operations
4. Profit after tax for the Year / Period- Profit After Tax is Profit after tax as reported in the financial statements
5. PAT Margin (in %)- Profit After Tax Margin is calculated as profit after tax divided by Total Income
6. RoE (in %)- RoE (in %) is calculated as Profit after Tax for the period divided by average net worth as on the last date of the reporting
period. Net Worth is the aggregate value of equity share capital and other equity as appearing in the balance sheet of the relevant period
7. RoCE (in %)- RoCE (in %) defined as EBIT divided by average Capital Employed, where Capital Employed is defined as total debt plus
Net Worth as on the last date of the reporting period.
8. Gross Fixed Asset Turnover Ratio (times)- Gross Fixed Asset Turnover Ratio is calculated as revenue from operations divided by Average
gross plant, property & equipment for said period including Capital work in in progress as on last date of reporting period
9. Cash Conversion Cycle-"Calculated as inventory days plus receivable days less payable days. Receivable Days is calculated as 365 /
(Revenue from operations /Average Trade receivables as on the last date of the relevant period). Inventory days is calculated as 365 /
(Revenue from operations / Average Inventory as on the last date of the relevant period) Payable days is calculated as 365 / (Revenue
from operations /Average Trade Payables as on the last date of the relevant period)."
10. Net Debt/Equity-Net debt divided by total net worth as on the last date of the reporting period, where net debt is calculated as long term
borrowings plus short term borrowings less cash and cash equivalents and other bank balances.
Our revenue from operations has grown at a CAGR of 60.38% from ₹1,416.77 million in Fiscal 2022 to ₹3,644.15 million in
Fiscal 2024. Our revenue from operations was ₹1301.31 million in the three-month period ended June 30, 2024 and ₹873.62
million in the three month period ended June 30, 2023. Our Operating EBITDA has grown at a CAGR of 114.30% from ₹ 106.15
million in Fiscal 2022 to ₹487.47 million in Fiscal 2024. Our Operating EBITDA was ₹226.64 million in the three month period
ended June 30, 2024 and ₹132.99 million in the three month period ended June 30, 2023. Our profit after tax has grown at a
CAGR of 157.08%from ₹33.91 million in Fiscal 2022 to ₹224.12 million in Fiscal 2024. Our profit after tax was ₹122.89 million
in the three month period ended June 30, 2024 and ₹76.31 million in the three month period ended June 30, 2023. For the Fiscal
2024, Fiscal 2023 and Fiscal 2022, we achieved an Operating EBITDA margin of 13.38%, 8.88%, and 7.49%, respectively. Our
Operating EBITDA margin was 17.42% in the three month period ended June 30, 2024 and 15.22% in the three month period
ended June 30, 2023. For the Fiscal 2024, Fiscal 2023 and Fiscal 2022, we have achieved a PAT margin of 2.38%, 5.30% and
6.12%, respectively. Our PAT margin was 9.40% in the three month period ended June 30, 2024 and 8.69% in the three month
period ended June 30, 2023. This is attributable to our continued focus on productivity, competitive pricing and cost
rationalization. Our strong financial performance reflects the efficacy of our management protocols that we have implemented
and strong working capital management across our business.
The net debt-to-equity ratio of our Company as of June 30, 2024, June 30, 2023, March 31, 2024, March 31, 2023 and March
31, 2022 was 1.22 times, 1.19 times, 1.28 times, 1.16 times and 0.82 times, respectively.
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Our long-term borrowings have been rated CARE BBB+; Stable (Triple B Plus; Outlook Stable) on October 4, 2024 and rated
CRISIL BBB/Positive (Outlook revised from “Stable”, Rating Affirmed) on August 1, 2024. Our total borrowings were
₹1,291.26 million and ₹942.08 million as of June 30, 2024 and June 30, 2023 respectively, which comprised non-current
borrowings of ₹392.82 million and current borrowings of ₹898.48 million as on June 30, 2024 and non-current borrowings of
₹354.38 million and current borrowings of ₹587.70 million as on June 30, 2023.
For our percentage of growth in revenue compared to the previous fiscal years and other financial information for the three-
month periods ended June 30, 2024 and June 30, 2023 and Fiscal 2024, Fiscal 2023 and Fiscal 2022, see “Management’s
Discussion and Analysis of Financial Conditions and Results of Operations” on page 358.
Experienced Promoters and Senior Management with extensive product knowledge
the CEO, Avanish Singh Visen, who has more than 20 years of industry experience our Chief Financial Officer, Deepak Garg,
Manager – Sales and Marketing) along with a workforce of 580 permanent employees as of June 30, 2024.
We believe that the collective experience and capabilities of our Promoters and management team enable us to understand and
anticipate market trends, manage our business operations and growth, leverage customer relationships and respond to changes
in customer preferences. For additional details, see “Our Management” on page 244.
D.Z Our Strategies
We have the following key business strategies to grow our business.
Expand our glass capacities including value added products
As on date of this Draft Red Herring Prospectus, our Company operates ten manufacturing facilities with five located in Greater
Noida in the NCR, two located in Maharashtra (Karegaon and Shirwal) and one located in Sanand (Gujarat); Mohali (Punjab);
and Chennai (Tamil Nadu). In order to support our growth strategy and enhance market position with focus on additional capacity
for manufacturing of toughened glass, rigid profile extrusion and magnetic strip production, and operational efficiency, we intend
to increase our manufacturing capacity at our existing facility at Noida Unit-IV, Noida Unit-V, Karegaon Unit, Shirwal Unit and
Chennai Unit. Accordingly, we intend to utilize up to ₹ 649.68 million towards purchase of machinery for additional capacity
for manufacturing of toughened glass, rigid profile extrusion and magnetic strip production at our existing production facilities
in Noida Unit-IV, Noida Unit-V, Karegaon Unit, Shirwal Unit, Chennai Unit, and our Registered Office in order to increase the
automated processes available at such facilities as well as for the replacement of existing machinery, for facility improvisations.
We have been focusing on enhancing our portfolio of value-added products, which has resulted in a significant increase in the
contribution of these products to the glass segment revenue. The share of revenue from glass segment has grown consistently
from ₹99.67 million in Fiscal 2022 to ₹1,379.62 in Fiscal 2024, reflecting our Company’s efforts in driving innovation, catering
to evolving customer needs, and achieving higher profitability.
We aim to expand our product lines including:
 Refrigerator glass door assemblies which will help us expand our glass capacities and enhance our market position;
 Double glazed unit (“DGU”) glass for commercial refrigerator manufacturers which forms part of our value added products;
According to Frost & Sullivan, the market for toughened glass products in appliances in India market is expected to grow by a
CAGR of 21.1% from an estimated market size of ₹8,994.00 million in Fiscal 2024 to a projected market size of ₹23,442.00
million in Fiscal 2030. (Source: F&S Report, December 27, 2024). As of June 30, 2024, our capacity for toughened glass is
3,903,600 square meters.
Diversify into newer product lines
Over the years, our Company has established relationships with our customers. We aim to diversify the output of our current
portfolio of products, with additional product offerings, including:
 Rigid magnets for motors and compressors;

 Rubber grommets for compressors; and
 Weight balances for front loading washing machines.
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We aim to continue to expand our range of newer products by leveraging advanced technology, ongoing innovation, and
customer-centric design. This approach is expected to further drive revenue growth, enhance competitive differentiation, and
deliver sustainable value to stakeholders.
Expand our customer base, increase wallet share from existing customers
We plan to continue expanding our customer base particularly in the northern, western and southern appliance hubs as well as
automotive manufacturing hubs near our existing manufacturing facilities. We intend to achieve this expansion by employing
dedicated sales and marketing teams whose primary focus will be on business development our focus geographies. As of June
30, 2024, our average association with our top 10 customers is of nine years.
We deliver tailored solutions that resonate with the specific needs of our customers. Our journey with appliance OEMs begins
with a single product, such as refrigerator gaskets, addressing a critical requirement. Over the years, we’ve deepened our
engagement by expanding our portfolio, becoming a partner for a range of components. Today, our offerings include not just
gaskets but also toughened glass, rigid profiles, and sheet extrusions, enabling us to provide comprehensive solutions that
enhance the value and performance of our customers' products.
Following are a few examples of how we have expanded our offerings to meet the evolving needs of our customers:
Our association with one of our customers (“Customer A”) began with gaskets which we supplied at their Faridabad operations.
Subsequently, we also started suppling gaskets at their Pune operations in Fiscal 2023. In Fiscal 2024, we started supplying glass
doors and sheet extrusion at their Pune operations, glass doors and shelves to their Faridabad operations. Our business with
Customer A increased from ₹ 3.87 million in Fiscal 2022, ₹ 33.94 million in Fiscal 2023 to ₹ 124.64 million in Fiscal 2024 and
from ₹20.37 million in June 30, 2023 to ₹ 102.84 million in June 30, 2024.
In Fiscal 2022, our association with another customer (“Customer B”) started with gaskets and trims and we subsequently added
glass and shelves which increased our revenue. Our business with Customer B increased from ₹ 453.97 million in Fiscal 2022,
₹ 780.68 million in Fiscal 2023 to ₹ 1034.20 million in Fiscal 2024 and from ₹ 277.31 million in June 30, 2023 to ₹ 310.44
million in June 30, 2024.
Our association with a customer (“Customer C”) started with gaskets, magnetic strips, PVC compounds and subsequently
increased to us also supplying glass shelves assembly which increased our total revenue. Our business with Customer C increased
from ₹ 359.69 million in Fiscal 2022, ₹ 721.07 million in Fiscal 2023 to ₹ 1,256.11 million in Fiscal 2024 and from ₹ 292.82
million in June 30, 2023 to ₹ 404.85 million in June 30, 2024.
By leveraging the long-standing relationships and repeat orders from our customers, we intend to take a larger wallet share from
our customers by offering them a diversified range of products to meet their requirements. In particular, we aim to focus on our
in-house design and development collaboration with existing customer to develop new opportunities with these customers.
Increase our presence in export markets and strengthen relationships with existing customers having overseas operations
We aim to increase our export business, particularly in toughened glass used in appliances and polymer extruded products.
The global consumer durables market was valued at $586 billion in 2023, and global consumer appliance demand is projected
to grow at a 5.5%CAGR from 2023 to reach $765 billion by 2028. In that regard, the Indian export market for electronic products
is expected to grow by a CAGR of 29.3% from Fiscal 2024 to Fiscal 2029E. (Source: F&S Report, December 27, 2024).
In Fiscal 2024, we sold our products outside India. The revenue from sales in India was ₹3,620.92 million accounting to 99.83%
of our revenue from operations, whereas the revenue from sales for our exports was ₹6.11 million accounting to 0.17% of our
revenue from operations.
We look to focus our expansion in European and American markets. We intend to achieve this expansion by having dedicated
sales and marketing teams whose primary focus will be on business development in international markets, particularly, in our
focus geographies with our existing customers having overseas operations as well as with new customers. We will also look for
new partners in our focus markets to establish a local presence and in certain markets we may establish subsidiaries or local
offices. Further, we will also leverage our experience supplying our products to our marquee multi-national customers by
showcasing the quality of our product offering.
In international markets, we are looking to leverage our relationships with marquee customers to export our toughened glass to
their overseas subsidiaries. We are also looking to expand our soft profile extrusion/gasket offering internationally by export to
our existing customers as well as the possibility of offshore subsidiaries or local offices.
Continued focus on cost optimization and improving operational efficiency
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We believe that we have been able to create an effective cost advantage through focus on cost optimization by investments in
infrastructure, backward integration and operational excellence.
Our operations are integrated across the product cycle, and almost all our manufacturing processes are carried out in-house. This
allows us to respond quickly and efficiently to customer requirements or changes in global conditions without the need to depend
on any external vendors. This helps us closely monitor product quality, production costs and delivery schedules.
Our Operating EBITDA margin has been improving due in part to our focus on operational efficiencies and is set forth in the
following table for the periods indicated.
Fiscal 2022 Fiscal 2023 Fiscal 2024 Three Three

Particulars months months
period ended period ended
June 30, June 30,
2023 2024
Operating EBITDA Margin 7.49% 8.88% 13.38% 15.22% 17.42%
We have adopted a number of initiatives to increase our operational efficiency, such as (i) improving production output by
constantly improving productivity, (ii) inventory management, (iii) optimising and streamlining manufacturing processes and
(iv) process automation.
We will continuously seek to attain operational excellence in our manufacturing process by having a control on production,
ensuring premium quality of our products and consistent upgradation in our technology. For example, we are currently using
PLC controlled automation in PVC compounding for Epoxidised Soyabean Oil (“ESBO”) dosages, 3 Stage of Automation in
magnetic strip to control strip missing from gaskets during joining, prevention of reverse magnet insertion into gaskets and
insertion of de-magnetized strips, control in production of toughened glass to manufacture exact sizes of glasses through CNC
cutting & grinding machines, control in glass printing through PLC controlled automatic printing & curing machines. We will
continue to evaluate best manufacturing practices and adopt the practices best suited to our Company.
E.Z Our Products
We are engaged in manufacturing of components for the consumer appliance industry and other sectors including

(d) Soft profile extrusions, which are used as household and commercial refrigeration sealing systems (gaskets) and also
in building material.
(e) Rigid profile extrusions, which are used for trims, transparent profiles, door profiles in both household and commercial
(f) Sheet extrusions, which are used in consumer appliance applications such as refrigerator door and cabinet liners;
3. Magnet products:
(c) Magnetic strips, which are an integral component of refrigeration sealing solutions (Gaskets), shower door seals and
(d) Magnet powder, which is composed of Barium or Strontium ferrite, this powder is used in manufacturing magnetic
Toughened glass (or
288.50 33.02% 568.06 43.65%
tempered glass)
Magnet products 33.49 3.83% 43.52 3.34%
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Others 105.84 12.12% 138.13 10.61%
Total 873.62 100.00% 1,301.31 100.00%

% of
% of revenue % of revenue
revenue
₹ million from ₹ million from ₹ million
from
operations
Toughened glass (or tempered glass) 99.67 7.04% 489.54 20.36% 1,379.62 37.86%
Magnet products 65.33 4.61% 113.38 4.71% 145.50 3.99%
Others 179.57 12.67% 305.08 12.69% 415.39 11.40%
Total 1,416.77 100.00% 2,404.93 100.00% 3,644.15 100.00%
Our products are manufactured and sold to our OEM and other customers at our manufacturing facilities. For more information,
see “- Our Manufacturing” and “- Our Customers” on page 222 and page 221, respectively.
Glass
Our glass products include:
Toughened Glass: Known for its strength, fragmentation (for safety), commonly used in appliances such as refrigerator shelves,
refrigerator doors, visi cooler doors, microwave oven doors, gas cooktop hobs and washing machine lids. Toughened glass is a
crucial component in the appliance sector, particularly for products that require transparent, aesthetic, durable, and heat-resistant
materials. Appliance-grade toughened glass is typically tempered or heat-treated to ensure high durability and safety. Appliance-
grade toughened glass often has features like scratch resistance, heat resistance, and sometimes advanced coatings for anti-
smudge or anti-fog properties. (Source: F&S Report, December 27, 2024).
Printed Glass: Used in appliances where aesthetics are desired, such as refrigerator glass doors, microwave glass doors, printed
washing machine lids, printed cooktop and hobs.
According to Frost & Sullivan, we are one of the top manufacturers of glass shelves for refrigerators in India. (Source: F&S
Report, December 27, 2024),
Our customers for our glass products are predominately appliance OEMs (both multi-national and Indian),
Set forth below are photographs of our glass products.
Products Image
Digital glass door for Refrigerators
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Products Image
MWO screen printing window glass
Toughened glass shelf assembly for

refrigerator
Shelf glass
Microwave bare glass
Washing Machine Glass Lid
Polymer Extrusion Products
Soft profile extrusions (including gasket assemblies)
Our soft profile extrusion products include for refrigeration sealing solutions have been significant backward integrated with in-
house compounding, extrusion, tooling/machinery, magnetic strip, ferrite powder and plasticizer manufacturing facilities which
are used as household and commercial refrigeration sealing systems (gaskets) and also used in building material.
We are the leading Indian manufacturer of refrigeration sealing solutions (gaskets) for the aappliance industry (both household
and commercial) on the basis of revenue in Fiscal 2024, Fiscal 2023 and Fiscal 2022. We introduced our refrigerator sealing
systems products in Fiscal 1990. (Source: F&S Report, December 27, 2024).
Refrigerator door gasket assemblies are flexible sealing components made of soft PVC thermoplastic materials, designed to
create an airtight seal between the refrigerator door and the main body. These gaskets are critical for maintaining the refrigerator's
internal temperature, preventing warm air from entering, and reducing energy consumption.
Refrigerator door gaskets are used in various cooling appliances to ensure proper insulation and energy efficiency. Their primary
function is to keep cold air inside and prevent external heat from affecting the appliance’s internal environment. Refrigerator
door gasket assemblies are primarily used in household refrigerators, commercial refrigerators and freezers, industrial cold
storage units and portable cooling units. Key features of refrigerator door gaskets include:
 Material: Soft PVC, or thermoplastic elastomers for flexibility and durability.

 Magnetic Strips: Often embedded with a magnetic strip to ensure a tight seal when the door is closed.
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 Customizable Size and Shape: Designed to fit various refrigerator models with custom dimensions and shapes.
 Energy Efficiency: Helps maintain energy efficiency by reducing air leakage and insulating the refrigerator’s interior.
We have a significant backward integration for refrigerator sealing systems which includes in-house compounding, extrusion,
tooling/machinery, magnetic strips, ferrite powder, and plasticizer manufacturing capabilities. For more information, see “Our
Manufacturing – Backward Integration” on page 222.
Our customers for our refrigerator sealing systems include appliance OEMs (both multi-national and Indian), commercial and
industrial customers.
Set forth below are photographs of our soft profile extrusion products.
Products Image
Refrigerator Door gasket
Refrigerator Door gaskets
Refrigerator Door gasket (Cross Section)
Rigid profile extrusions
Rigid plastic extruded products are used for trims, transparent profiles, door profiles in both household and commercial
refrigerators as well as various profiles used in commercial visi coolers and deep freezers, for their durability, lightweight
properties, and ability to be formed into specific shapes and profiles. The extrusion process allows for the creation of components
like frames, channels, panels, and profiles that are essential for the efficient construction and functioning of commercial
refrigerators, freezers, and cold storage units. Common materials used in these extrusions include PVC, acrylonitrile butadiene
styrene (“ABS”), high-impact polystyrene (“HIPS”), and polycarbonate, which offer high strength, thermal insulation, and
resistance to moisture and chemicals.
Our rigid profile extrusion products include
• PVC Profiles (both soft and rigid profiles;

• ABS profiles
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• HIPS profiles
• Polycarbonate profiles;
• Transparent profiles;
• Extruded profiles with silver foil;
• Twin color extruded profile;
• Profiles of PVC blends/elastomers TPEs/ TPV’s; and
• Decorative trims.
These products are used in packaging as well as the electrical appliance, electronics and automotive industries.
Our customers for rigid profile extrusion products include commercial and household refrigeration OEMs (both multi-national
and Indian).
Set forth below are photographs of our rigid profile extrusion products.
Products Image
Rigid profiles
Rigid Profiles
Rigid Profiles
Sheet extrusions
HIPS and ABS (are thermoplastic polymers widely used for their strength, impact resistance, and ease of processing. In co-
extrusion, multiple layers of these materials are extruded simultaneously to form a composite sheet that combines the benefits
of each polymer. HIPS/ABS co-extruded sheets leverage the high impact strength of ABS with the ease of processing and cost-
effectiveness of HIPS.
Our sheet extrusion products include HIPS and ABS Sheet Extrusion for vacuum foaming and thermoforming. We introduced
our sheet extrusion products in Fiscal 2024.
Sheet extrusions are used in consumer appliance applications such as refrigerator door and cabinet liners;
Our customers for sheet extrusion products are predominately appliance OEMs (both multi-national and Indian),.
Set forth below are photographs of our sheet extrusion products.
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Products Image
HIPS Extruded Sheet
Magnet products
Magnet powder
Magnet powders (ferrite powders) are finely ground iron oxide compounds blended with other elements like barium or strontium.
These powders are used to create both hard ferrites (permanent magnets) and soft ferrites (which exhibit low coercively and are
used in transformers and inductors). Magnet powder is used to produce magnetic strips. Our backward integrated facilities
produce magnetic strips and combine them with flexible thermoplastic extrusion profiles to produce refrigerator sealing systems
(refrigerator door gasket assemblies). We also sell magnet powder for automotive uses such as reduction of noise, vibration and
harshness (NVH) in automotive
Magnetic strips
Magnetic strips are a vital element in our refrigerator sealing solutions, shower door seals and automotive uses. We supply these
magnetic strips along with the soft profile extrusion gaskets that we manufacture to form refrigerator door gasket assemblies.
Our customers for magnet powder and magnetic strip products are predominately appliance OEMs (both multi-national and
Indian) and automotive Tier-1 suppliers.
Set forth below are photographs of our magnet powder and magnetic strips.
Magnetic strips Barium ferrite powder Strontium ferrite powder
Other products
PVC compounds
PVC compounds are a versatile thermoplastic material made by combining PVC resin with additives such as stabilizers,
plasticizers, fillers, lubricants, and pigments. These additives enhance the properties of PVC, making it suitable for a wide range
of applications. PVC compounds can be classified into two types: Rigid (uPVC - unplasticized PVC) and Flexible PVC. Rigid
PVC is primarily used in building and construction, while flexible PVC is used in industries requiring softer, more pliable
materials like cables, hoses, and medical products.
We offer diverse range of PVC compounds meeting global standards as per our customers requirements, ensuring excellent
aesthetics, colour fastness, and application-specific properties We are one of the leading manufacturers of PVC compounds in
India. (Source: F&S Report, December 27, 2024).
Our customers for our PVC compounds include customers in the consumer appliance and commercial refrigeration.
Set forth below are photographs of our PVC compound products.
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Products Image
PVC compound
Awards and Accreditations
We have been honoured with awards and recognitions in the past three years as an acknowledgement of our business strengths
and the value of our brand including:
Year Award Particulars

2024 IFB-Best Supplier Rubber & Sealing
2024 National Atal Udyog Ratna Award
2024 Samsung-EHS practices Award
2023 International Atal Award
2022 LG Best Cost Performance Award
2022 Samsung Best Partner for Consistent SCM Award
2022 Haier Strategic Partner Award
F.Z Our Customers
We served 46 customers for the period ended November 30, 2024. Our customers are primarily appliance OEMs (multi-national
and Indian) with whom we collaborate on design and development. We cater to sectors such as consumer durables, commercial
refrigeration and automotive sectors.
We have a marquee customer base of multinational and domestic consumer appliance OEMs. Selected examples of our
multinational appliance OEM customers include Haier Appliances (India) Private Limited, BSH Household Appliance
Manufacturing Private Limited, Seaga India Private Limited and Frigoglass India Private Limited. Selected examples of our
Indian appliance OEM customers include Godrej & Boyce Manufacturing Company Limited, Voltbek Home Appliances and
IFB Refrigeration Limited.
For further information, see “Our Strengths - Diversified customer base with longstanding relationships” on page 208.
Customer contracts
orders/delivery schedules. Prices are negotiated with customers quarterly, half yearly or yearly for each customer. The terms and
conditions including the return policy are set forth in the purchase orders and master agreements. Customer orders usually specify
shipping arrangements and packing material and are subject to, among other things, regulatory requirements.
G.Z Sales and Marketing
Our customers are primarily appliance OEMs (multi-national and Indian), and our focus is on maintaining constant contact with
our customers to maintain our relationships and to ensure timely delivery of products. Our sales and marketing team aims to
ensure that we provide excellent customer service and support to build trust and encourage repeat business. As of November 30,
2024, our sales and marketing team had 3 employees who were involved in sales, pre-sales and marketing activities.
H.Z
I.Z Inhouse design and development
Our inhouse design and development department, comprising of 14 members as of November 30, 2024, focuses on product
designing, mould designing, prototype designing, printing design and tooling and tooling. We have an inhouse design,
development, tooling and testing department located in Greater Noida, NCR.
Our inhouse design and development department independently verifies and develops OEM designs received from customers
and converts such designs into deliverable products and solutions by improving the designs, recommending suitable raw
materials mix and testing of trial products.
In addition, our inhouse design and development team aims to provide solutions through automation to improve manufacturing
efficiency of our existing product lines, reduce production costs and assists our customers by providing design and engineering
support. We focus on activities to support our customers including design refinement, generating optional features and testing.
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We use advanced CAD/CAE software for optimization of products as well as tooling. This enables us to address our consumers’
diverse needs, introduce new and innovative component products in the market, enhance existing products with emerging
technologies, and optimize costs across our products through value analysis and value engineering.
J.Z Manufacturing
Shirwal) and one located in Sanand (Gujarat); Mohali (Punjab); and Chennai (Tamil Nadu). Our manufacturing facilities have
been strategically positioned near key northern, western and southern appliance manufacturing hubs of our OEM customers,
which reduces lead times and logistics costs and ensures faster and more efficient delivery.
The table below sets forth a brief description of our manufacturing facilities.
Total Land Production No. of

S. No. Facility Area Area Employees on Production Process
(Sq Mtr) (Sq Mtr) Payroll
1. Manufacturing of PVC compound
Noida Unit I
2. Manufacturing of magnet compound
3. Extrusion facility of soft gaskets
E-119 & E-120, Industrial
profiles
1 Area, Site 'B', Surajpur, 3,600 2,160 129
4. Extrusion facility of soft magnetic
Gautam Budh Nagar,
profiles
Greater Noida, Uttar Pradesh
5. Manufacturing facility of refrigerator
Area
door gaskets
Noida Unit II
1. Manufacturing of rigid PVC, ABS and
E-121, Industrial Area, Site
2 1,800 1,080 40 HIPS compound
'B', Surajpur, Gautam Budh
2. Extrusion facility of rigid profiles
Nagar, Greater Noida, Uttar
Pradesh
Noida Unit III
E-122, Industrial Area, Site Manufacturing of plasticizer - Epoxidized

3 1,809 1,085 8
'B', Surajpur, Gautam Budh Soyabeen Oil (ESBO)
Pradesh
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Total Land Production No. of
S. No. Facility Area Area Employees on Production Process
(Sq Mtr) (Sq Mtr) Payroll
Noida Unit IV
E-123, Industrial Area, Site Manufacturing of Barium / Strontium

4 1,803 1,082 17
'B', Surajpur, Gautam Budh Ferrite Powder (Magnet Powder)
Pradesh
1. Manufacturing of Toughned Glass

Noida Unit V
Products: Refrigerator door glass,
Microwave glasse Doors, Refrigerator
Plot No. 3B, Block Udyog
5 9,595 5,757 61 glass shelves, washing machine glass lids
Vihar, Sector Ecotech-II,
2. Printing facility for Toughened Glass -
Greater Noida, Distt Gautam
digital & screen printing
Budh Nagar, Uttar Pradesh
Assembly facility of glass shelves
Mohali Unit
1. Extrusion facility for soft gasket profiles
6 Plot No. E-180, S.A.S. Nagar 842 505 25 2. Manufacturing facility for refrigerator
Industrial Area, Phase-VII, door gaskets
Mohali , Punjab

2. Manufacturing facility for refrigerator
door gaskets
3. Extrusion facility for rigid profiles
4. Extrusion facility for co-extruded
Karegaon Unit
HIPS/ABS sheets
5. Manufacturing of toughened glass
7 188, 189/1,189/2, Tehsil 20,234 12,141 161
products: refrigerator door glass,
Shirur, (Karegaon) District
microwave glass, refrigerator glass
Pune, Maharashtra
shelves, washing machine glass
6. Printing facility for toughened glass:
digital and screen printing
7. Assembly facility for toughened glass
shelves
Shirwal Unit 1. Manufacturing of PVC compounds

Gat No. 381 & 382, 3. Manufacturing facility for refrigerator
8 Industrial Zone, Revenue 13,500 8,100 36 door gaskets
Village Wing Taluka, 4. Manufacturing of rigid PVC, ABS, and
Khandala, Satara, HIPS compounds
Maharashtra 5. Extrusion facility for rigid profiles
Sanand Unit
Plot No 2, New Survey no.
9 372 223 13 2. Manufacturing facility for refrigerator
25, Revenue Khata No. 200,
door gaskets
Taluka: Sanand, Dstr:
Ahemdabad

2. Manufacturing facility for refrigerator
door gaskets
Chennai Unit 3. Manufacturing of toughened glass
products: refrigerator door glass,
10 9,712 5,827 47
Plot No. L-9/2, SIPCOT microwave glass, refrigerator glass
Industrial Park, Chennai shelves, washing machine glass, cooktop
glass
4. Printing facility for toughened glass:
screen printing
(1) Permanent employees as of June 30, 2024.
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Equipment and machines
Our manufacturing facilities are equipped with machinery and equipment for our polymer and glass production as well as testing
and quality control as set forth below.
Polymers  Profile Projector
 Digital Gauss Meter
1. Soft PVC compounding line;
 Beta Laser Mike
2. Reactors for plasticizer (epoxidized soyabean oil);
3. Furnace for magnet powder (barium / strontium  Distance Meter (Laser)
ferrite);  Digital Lux Meter
4. Soft profile extrusion machine / extruder;  Dial Thickness Gauge
5. Magnetic compounding line;  Moisture Meter
6. Soft magnetic strip extruder;  Hydraulic Compression Molding M/C (Two Roll
7. Magnetic strip insertion machine; Mill)
8. Gasket sealing machine;  Humidity Cabinet
9. Rigid compounding line;  Spring Balance (Magnet Lifting Force)
10. Rigid extrusion machine / extruder  Muffle Furnace
11. Hot foiling; and  Ball Mill
12. HIPS / ABS sheet extruder.  Muffle Furnace
 Vibration Mill
Glass  Particle Size Analyser
1. Glass CNC cutting machines;  Parma Graph
2. Glass double and single edger machines;  A Glass Thermometer
3. Glass CNC workstation  A Hydrometer
4. Glass drilling machines;  Compound Gauge
5. Automatic corner radius machine  Pressure Gauge
6. Inner hole grinding machine;;  Vaccum Gauge
7. Film pasting machine;  Gloss Meter
8. Glass tempering furnace;  Digital Protractor
9. Screen printing machine;  Height Gauge
10. IR curing oven; and  Pushpull Meter
11. Digital printing machine.  Taper Gauge
Testing laboratory
Glass:
For extrusion:
State of Art In House Testing Laboratory with following
State of art in house testing laboratory with following Instruments
instruments
 Surface adhesion tester
o Flexibility Tester  Ball drop testing equipment
o Nondestructive Corner Joint Strength Testing  Human impact testing equipment
Machine  Fragmentation testing equipment
o Coating Thickness Gauge  Digital micrometre
o Reach –Break Away Machine  Digital vernier
o Durability Machine  Set of radius gauge
o Push Pull Meter  Cross cut edge
o Life Cycle Testing Machine Speed Counter, Cycle
 Push pull gauge
Counter
 Set of filler gauge
o Tensile Machine
o Dumb Bell Cutting Machine  Metricaper Scale
o Compression Strength Tester  Straight Edge 12"
o Hardness Tester Shore-A  Digital Thickness Guage
o U.V. Test Equipment  Digital Weighing Scale
o Color Comparator  Light Meter
o Electric Oven (40°C To 200°C)  Hot Oven Air
o Digital Thickness Gauge  Hour Meter
 Digital Vernier  Water Bath for hot boiling Test
 Electronic Weighing Machine  Pencil hardness Tester
 Digital Thickness Gauge  Tin Side detector
 Hardness Tester Shore-A  Digital Temp. Controller (K-Type)
 Hardness Tester Shore-D  Steel scale
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Backward Integration
margins, we have backward integrated and taken in-house, a number of our key production areas as set forth below.
 Soft profile extrusion/gasket production: Our soft extrusion/gasket production for refrigeration sealing solutions have been
significantly backward integrated with in-house compounding, extrusion, tooling/machinery, magnetic strip, ferrite powder
and plasticizer manufacturing facilities, with an annual available installed capacity of 9,13,53,600 meters as on June 30,
2024.
 We have backward integration of magnet powder and magnetic strip production which are used in our gasket assemblies
and automotive products, with an annual available installed capacity of 10,296 tonnes of magnet powder and 6,36,48,000
meters of magnetic strips as on June 30, 2024.
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A.Z Capacity and Capacity Utilization
The table below sets forth our installed capacity, actual production and utilization for our major products for the periods indicated.
Products Fiscal 2022 Fiscal 2023 Fiscal 2024

UOM
Available Installed Capacity Available Installed Capacity Available Installed Capacity
Capacity Utilisation Capacity Utilisation Capacity Utilisation
Toughened Glass Square 3,03,600 30.80% 5,43,600 71.36% 26,43,600 99.61%
Metres
Magnetic Strips Metres 4,39,92,000 75.47% 6,36,48,000 73.32% 6,36,48,000 81.19%
Magnet Powder Tonnes 4,060 68.84% 4,060 94.26% 5,619 92.44%
Epoxidized Soyabean Tonnes 2,156 54.17% 2,156 74.21% 2,156 83.49%
Oil
PVC Compound Tonnes 8,788 65.09% 8,788 86.77% 12,532 64.98%
Soft Profile Metres 9,13,53,600 24.67% 9,13,53,600 31.68% 9,13,53,600 48.01%
Rigid Profile Metres 95,47,200 79.70% 1,40,40,000 81.53% 1,40,40,000 71.11%
Sheet Extrusion Tonnes 0 0.00% 0 0.00% 6,000 15.65%
Products Three months period ended June 2023 Three months period ended June 2024
UOM
Available Installed Capacity Capacity Utilisation Available Installed Capacity Capacity Utilisation
Toughened Glass Square Metres 5,55,900 102.50% 9,75,900 85.49%
Magnetic Strips Metres 1,59,12,000 91.35% 1,59,12,000 87.28%
Magnet Powder Tonnes 1,015 105.01% 2,574 46.89%
Epoxidized Soyabean Oil Tonnes 539 96.15% 539 76.44%
PVC Compound Tonnes 3,133 69.46% 3,133 71.82%
Soft Profile Metres 2,28,38,400 49.06% 2,28,38,400 46.31%
Rigid Profile Metres 35,10,000 79.65% 35,10,000 109.41%
Sheet Extrusion Tonnes 1,500 6.72% 1,500 24.53%
As certified by Vinod Kumar Goel, Independent Chartered Engineer through their certificate dated December 28, 2024.
Notes:
(1) The information relating to the available installed capacity for the period included above is based on various assumptions and estimates that have been taken into account for calculation of the available
installed capacity. These assumptions and estimates include the standard capacity calculation practice of industry after examining the calculations and explanations provided by the Company, the equipment
production capacities and other ancillary equipment installed at the facilities and the number of days the equipment was available for use during the specified period. The assumptions are also based on the
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past experience of the management of Company to manufacture the said products. The assumptions and estimates taken into account include the following: (i) Number of working months in a fiscal year –
12; (ii) Number of working days in a month - 26; and (iii) Average Number of working hours per day - 20. The available installed capacities for the Fiscal Years, Fiscal 2022, Fiscal 2023, and Fiscal 2024
have been provided on an annualized basis, while the available installed capacity for the three month period ending June 30, 2024 has been provided on quarterly basis, as well as on annualized basis.
(2) The information relating to the actual production as of the dates included above are based on the examination of the internal production record provided by the Company, explanations provided by the
management, the period during which the manufacturing facilities operate in a fiscal year expected operations, availability of raw materials, downtime resulting from unscheduled breakdowns, as well as
expected operational efficiencies.
(3) Capacity utilization has been calculated based on actual production during the relevant fiscal year divided by the available installed capacity during the relevant fiscal year.
(4) The production capacities are measured by taking into account the below mentioned:
(i) Actual Production done in a month.

(ii) Actual time used for the preparation or set up of machinery along with equipment in a month.
(iii) Actual wastage (if any) in the manufacture of the products.
(iv) The production is also based on the demand of each product which is manufactured by the Company.
(5) In determining the available installed capacity, we have taken into account the past records of the production done by the Company for each of the Product. The same is also determined more accurately by
taking into account the sales forecast by the Company and current productions being done. We have also verified the production data vis a vis the sales data which are fed into the system for each product
and determined the production capacities. We have considered the shifts which are working at the Plant for the production, in determining the capacities. Production Capacity is an important factor that
needs to be calculated to determine equipment size, satisfy contractual requirements, aid supply chain management, benchmarking against the competitors and obtaining operating permits /licenses/
approvals from various regulators/ government/ agencies. There is no single way to measure capacity and there are numerous factors to be considered, many of which are unique to specific process or
facility. The production capacity calculation does not take into account other factors affecting production. Actual production levels and future capacity utilization rates may therefore vary significantly from
the estimated production capacities of our manufacturing plants.
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K.Z Manufacturing Process
Described below is our existing manufacturing process for our major products.
Sheet Extrusion: The HIPS/ABS sheet extrusion manufacturing process begins with the receipt of raw materials (RM) as per
the required grade. Upon receipt, the materials undergo rigorous RM testing to ensure quality. If the materials fail the testing,
they are sent back to the supplier. Approved materials proceed to the mixing stage, where they are prepared for extrusion. The
extrusion process forms the material into sheets, which are then cooled to solidify the structure. The cooled sheets are cut to the
desired dimensions and subsequently inspected for quality. If defects are found during inspection, the sheets are either reworked
or rejected. Sheets that pass inspection are packed according to standard specifications and then dispatched to customers. This
structured process ensures consistent quality and efficiency in producing HIPS/ABS sheets.
Refrigerator Door Gasket
The manufacturing process for a refrigerator door gasket involves a series of well-defined stages to ensure quality and precision.
The process starts with the design and development phase, where product specifications and technical requirements are outlined.
Following this, the incoming quality control (IQC) phase ensures that raw materials meet predefined quality standards. Approved
materials move to the mixing and pelletizing stage, where they are prepared for further processing. Next is the PVC and magnet
extrusion phase, where materials are molded and shaped into gasket profiles while integrating magnetic components for
functionality. After extrusion, the sealing stage is carried out to enhance the durability and airtight properties of the gaskets. The
process concludes with outgoing quality control (OQC), which involves thorough inspection and testing to ensure the final
product meets quality standards before proceeding to the sales phase. Each step is designed to maintain high standards of
efficiency and product reliability.
Glass Door
The glass tempering process begins by collecting the required type, size, and thickness of the raw glass. The raw material
undergoes an initial inspection to ensure it meets quality standards. If the glass is found to be defective, it is rejected or recut.
Approved glass is cut according to an optimized layout and checked for dimensions and visual defects. If issues are detected, the
glass is either rejected or recut. Depending on the requirements, the glass proceeds to single polishing or double/edge grinding
stages, both of which undergo further quality checks. Glass that passes these processes is sent for washing to ensure cleanliness.
After washing, a visual defect check is conducted. Defective pieces are either reworked or scrapped, while acceptable pieces
move to the ceramic ink logo printing stage. Following logo application, the glass undergoes tempering, which enhances its
strength and safety characteristics. A final inspection ensures the tempered glass meets all specifications. Non-conforming pieces
are scrapped, while conforming ones are prepared for further processes or shipment. This comprehensive flow ensures high-
quality tempered glass output.
The digital printing process for a glass door begins with receiving the toughened glass for organic printing. The glass is first
washed to ensure it is clean and free of contaminants. If the washing does not meet quality standards, the glass is rewashed. Once
clean, a logo and sparkle coat are applied, followed by curing at room temperature. The process proceeds to digital printing, after
which the glass is allowed to dry. If the drying is insufficient, the glass undergoes additional waiting time. A second layer of
organic ink is applied as needed, followed by infrared (IR) curing to enhance durability. After curing, the glass is cleaned and
inspected for quality. If the glass fails inspection, it is rejected. For approved glass, protective film and separators are applied to
prevent damage. The finished glass is then packed and dispatched for delivery. This streamlined process ensures high-quality
digital printing on toughened glass doors.
Magnet Powder
The manufacturing process begins with the receipt of raw materials, which undergo a thorough quality inspection. If the materials
fail the inspection, they are returned to the supplier. Approved raw materials proceed to the weighing and mixing stage, ensuring
proper composition for production. After mixing, another quality inspection is conducted to maintain consistency and
standardization.
Next, the materials are pelletized, followed by another quality inspection. The pelletized materials are then subjected to
calcination, a process that removes impurities and enhances material properties. This stage is again followed by a quality
inspection. The calcined materials are then processed through crushing and milling to achieve the desired particle size. Post-
milling, a quality inspection is conducted to ensure compliance with specifications. The final product is then packed and stored,
ready for dispatch. Before delivery, a pre-delivery inspection is carried out to verify the quality of the packed materials. Approved
products are dispatched to customers, completing the process. This systematic approach ensures a consistent and high-quality
output.
Automation
We have implemented automation in our production as follows:
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 PVC compounding;
 Ferrite magnet powder production,
 Magnet extrusion, magnet inserting and gasket welding; and
 Glass cutting, tempering and printing processes.
Quality Control and Quality Assurance
Across our manufacturing, we have established a quality management system that cover all areas of our business processes from
manufacturing, supply chain to product delivery to ensure consistent quality, efficacy and safety of products.
We have quality labs at our facilities to ensure our products adhere to customer quality requirements. Our products go through
various quality checks at various stages including random sampling check and quality check internally, including first part
approval and product reliability check. We are subject to strict quality requirement and regular quality inspections and audits by
our OEM customers. Our products also meet the standards set by the Bureau of Indian Standards (“BIS”). In addition our products
meet the environmental and safety standards of REACH SVHC (European Union) and are Restriction of Hazardous Substances
Directive (RoHS) compliant in the European Union. Any failure of our products to meet prescribed quality standards may result
in rejection and reworking of our products by customers.
The table below sets forth our total returns and rejections and such returns and rejections as a percentage of revenue from
operations for the periods indicated:

Fiscal 2022 Fiscal 2023 Fiscal 2024 period ended June period ended June
30, 2023 30, 2024
Particulars % of ₹ % of % of % of % of
₹ revenue million revenue ₹ revenue ₹ revenue ₹ revenue
million from from million from million from million from
operations operation operations operations operations
Returns and
14.24 1.01% 54.71 2.27% 190.19 5.22% 25.22 2.89% 45.95 3.53%
rejections
Raw Materials and Suppliers
Our major raw materials and components for our manufacturing processes include virgin PVC resin, soya bean oil, hydrogen
peroxide, chlorinated polyethylene (“CPE”), ABS, HIPS, iron oxide, barium/strontium carbonate and clear float glass and glass
printing inks. We purchase these materials from local suppliers in India, internationally or in the open market.
The table below sets forth our cost of materials and our cost of materials as a percentage of total expenses for periods indicated.
Fiscal 2022 Fiscal 2023 Fiscal 2024 Three months Three months
period ended June period ended June
30, 2023 30, 2024
Particulars
₹ ₹
₹ million total ₹ million total ₹ million total total total
million million
expenses expenses expenses expenses expenses
Cost of
786.10 56.83% 1,543.28 67.38% 2,211.88 66.05% 532.69 68.37% 676.39 59.37%
materials
The table below sets forth raw materials purchased from our largest supplier and our top 10 suppliers for the periods indicated:
Fiscal 2022 Fiscal 2024 Fiscal 2024 Three months

Three months period
period ended June
ended June 30, 2024
30, 2023
Particulars
% of raw % of raw % of raw % of raw % of raw
₹ ₹ ₹ ₹ ₹
materials materials materials materials materials
million million million million million
purchased purchased purchased purchased purchased
Largest
130.70 13.37% 313.25 19.16% 466.92 20.19% 154.19 26.67% 123.19 14.72%
Supplier
Top 10
596.63 61.03% 64.09% 65.09% 385.67 66.71% 550.20 65.76%
Suppliers 1,047.65 1,505.47
We usually do not enter long-term supply contracts with our raw material suppliers, and typically source raw materials on a
purchase order basis. The terms and conditions of these purchase orders contain provisions related to the supplier’s product
quantity, pricing, payment and delivery terms. We typically purchase raw materials based on the projected levels of sales, actual
sales orders on hand, and the anticipated production requirements, taking into consideration any expected fluctuation in raw
material prices and lead time. The prices of our raw materials are based on, or linked to, the international prices of such raw
material and supply and demand conditions the price variations are typically passed on to the customer.
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Our imported materials included clear float glass, CPE and ink for glass printing. In the three months ended June 30, 2024 and
June 30, 2023 and in Fiscal 2024, Fiscal 2023 or Fiscal 2022, our imported raw materials as a percentage of total raw materials
purchased represented 1.80%, 3.47 %, 7.38%, 7.09% and 7.49%, respectively.
The table below sets forth our cost of materials purchased from suppliers in India and outside India for the periods indicated.
Fiscal 2022 Fiscal 2023 Fiscal 2024 Three months Three months
period ended June period ended June
30, 2023 30, 2024
Particulars
% of cost ₹ % of cost % of cost % of cost % of cost
₹ ₹ ₹ ₹
of million of of of of
million million million million
materials materials materials materials materials
India 904.39 92.51% 1,518.75 92.91% 2,151.84 92.62% 558.10 96.53% 821.58 98.20%
Great
0.44 0.05% 0.48 0.03% 0.47 0.02% 0.23 0.04% - 0.00%
Britain
China 47.88 4.90% 56.36 3.45% 64.11 2.76% 19.83 3.43% 15.07 1.80%
Malaysia 24.87 2.54% 59.01 3.61% 106.80 4.60% 0.00 0.00% - 0.00%
Total 977.58 1,634.60 2,323.21 578.16 836.65
L.Z Inventory Management
We maintain high inventory levels of raw material requirements for the manufacture of our products. The inventory of finished
products is typically based on a combination of confirmed and expected orders, as well as a projected weekly and monthly
forecast from customers.
Our inventory for finished goods of some our major products is as follows:
 Gaskets: 1-3 days;
 Rigid profile extrusions: 7-10 days;
 Glass shelves: 7-20 days;
 Glass refrigerator doors: 1-3 days;
 Microwave glass doors: 1-3 days; and
 Washing machine doors: 3-7 days.
While our inventory of raw materials has increased in the three months ended June 30, 2024 and June 30, 2023 and in Fiscal 2024,
Fiscal 2023 or Fiscal 2022, this increase is in line with the growth in sale of our products and our revenue from operations.
The table below sets forth our inventory, average inventory and inventory turnover ratio as at, or for the periods, indicated:
As at March As at March As at March As at June 30, As at June 30,

Particulars
31, 2022 31, 2023 31, 2024 2023 2024
Average inventory (₹ million) 220.65 361.11 531.35 458.96 718.59
For further information, see “Risk Factors – Under-utilization of our installed manufacturing capacities and an inability to
effectively utilize our capacities could have an adverse effect on our business, future prospects and future financial
performance. Further, our inability to accurately forecast demand for our products may have an adverse effect on our
business, results of operations and financial condition.” on page 39.
M.Z Logistics
We transport our finished products primarily by road to our domestic customers and by sea for exports. We sell our products
domestically on a cost, insurance and freight basis, on a consignee basis and on a door delivery or delivery duty paid basis and
in case of export either freight on board or cost, insurance and freight basis. In addition, we may have to pay for transportation
costs in relation to the delivery of some of the raw materials and other inputs to our manufacturing facilities.
We do not own any vehicles for the transportation of our products and/or raw materials; we therefore rely on third party
transportation and logistics providers for delivery of our raw materials and products. Further, we do not have any long-term
contractual arrangements with such third-party transportation and logistics providers. Disruptions of logistics could impair our
ability to procure raw materials and/or deliver our products on time.
Where we are responsible for shipping the products to the customer, our freight forwarders arrange for the finished products to
be trucked to our customers. Our manufacturing facility locations have been chosen to be strategically close to our customers in
terms of distance. This allows us to run highly efficient transport systems that are tracked through GPS on a real time basis.
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We store our raw materials and finished goods at each of our manufacturing facilities.
The following table sets forth our freight charges (inward and outward) and our freight charges (inward and outward) as a
percentage of total expenses in the periods indicated.

Fiscal 2022 Fiscal 2023 Fiscal 2024 ended June 30, ended June 30,
2023 2024
Particulars
% of % of % of % of
₹ % of total ₹ ₹ ₹
₹ million total total total total
million expenses million million million
expenses expenses expenses expenses
Freight charges
(inward and 23.32 1.69% 42.69 1.86% 57.97 1.73% 13.52 1.74% 25.69 2.26%
outward)
N.Z Environment, Health and Safety
We are subject to national, regional and state laws and government regulations in India and regulations in relation to safety,
health and environmental protection. These laws and regulations impose controls on air and water discharge, noise levels, storage
handling, employee exposure to hazardous substances and other aspects of our manufacturing operations. Further, our products,
including the process of manufacture, storage and distribution of such products, are subject to numerous laws and regulations in
relation to quality, safety and health. We believe that accidents and occupational health hazards can be significantly reduced
through a systematic analysis and control of risks and by providing appropriate training to our management and our employees.
We strive to manage the potential risks associated with such laws and regulations through our operational controls, environmental
monitoring and routine risk assessment and mitigation processes. We aim to adopt the best available environment, health and
safety practices and also engage with our suppliers to promote new approaches to reduce our environmental impact. Additionally,
we maintain an ongoing audit system, including both internal and external audits, designed to help identify and mitigate risks.
Our manufacturing facilities are ISO 9001:2015 (quality management system), ISO 14001: 2015 (environmental management
system), ISO 45001:2007 (occupational health and safety) certified. We are also SA 8000 (2014) compliant for workers’ rights
and workplace conditions. In addition our products meet requirements of the Bureau of Indian Standards (“BIS”) and the
environmental and safety standards of REACH SVHC (European Union) and are Restriction of Hazardous Substances Directive
(RoHS) compliant in the European Union. Further, our manufacturing facilities have satisfied a SMETA 4-pillar audit covering
the labour and health and safety standards as well as environmental assessment and business ethics.
Environment
We have various environmental systems installed at our manufacturing facilities including STP at our Karegaon Unit, ETP in
3B & E122 at our Greater Noida Units and rainwater harvesting, E121 and STP at our Chennai Unit. We have a running PNG
powered furnace at Unit IV, Greater Noida.
Health and employee safety
We are committed to maintaining high standards of workplace health and safety, we aim to become a zero-accident organisation.
Any mishaps or accidents at our facilities or any emission or leakage from our factory could lead to personal injury, property
damage, production loss, adverse publicity and legal claims. We believe that accidents and occupational health hazards can be
significantly reduced through a systematic analysis and control of risks and by providing appropriate training to our management
and our employees.
We have a safety management system which has been implemented across our manufacturing facilities. We prioritize the health
and safety of our employees and undertake several initiatives to promote employee health and quality of life. We work to ensure
a safe and healthy workplace and provide our employees with the benefits, resources and flexibility to maintain and improve
their wellness. Our manufacturing facilities are ISO 9001:2015 (quality management system), ISO 14001: 2015 (environmental
management system), ISO 45001:2007 (occupational health and safety) certified. We have also been awarded the Samsung-EHS
practices Award in Calendar Year 2024.
O.Z Utilities
We consume fuel and power for our operations at our manufacturing facilities, which is sourced through the local state power
grid. Additionally, we have also installed generators in our manufacturing facilities to ensure uninterrupted supply of power. We
also consume a substantial amount of water for our operations, which is sourced locally. We also use diesel and gas in our
operations which are sourced locally.
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The table below sets forth our power and fuel expenses and such power and fuel expenses as percentage of revenue from
operations for the periods indicated.

Fiscal 2022 Fiscal 2023 Fiscal 2022 ended June 30, ended June 30,
2023 2024
Particulars % of % of % of % of % of
₹ total ₹ total ₹ total ₹ total ₹ total
million expense million expense million expense million expense million expense
s s s s s
Power and fuel 90.98 6.58% 151.7 6.62% 252.11 7.53% 56.97 7.31% 81.48 7.15%
P.Z Information Technology (IT)
Our IT systems are vital to our business, and we have adopted IT policies to assist us in our operations. The key functions of our
IT team include establishing and maintaining enterprise information systems and infrastructure services to support our business
requirements, maintaining secure enterprise operations. We utilize an enterprise resource planning (“ERP”) solution, [which
assists us with various business functions including sales distribution, materials management, inventory management, production
planning, quality management, plant maintenance and finance. We also have a human resources information system for our
employee requirements.
Information security and disaster recovery
Information security is one of the key focus areas. We have implemented data security through Unified Threat Management
System, Multifactor authentication.
For disaster recovery and backup, we have both an on premises and cloud based storage system.
For information on the risk to our IT systems, see “Risk Factors – Failure or disruption of our IT systems may adversely affect
our business, results of operations and financial condition.” on page 58.
Q.Z Insurance
Our operations are subject to risks inherent as a consumer appliance component manufacturer, which include liability for product
and/or property damage, malfunctions and failures of manufacturing equipment, fire, explosions, loss-in-transit for our products,
accidents, personal injury or death, environmental pollution and natural disasters. We maintain insurance coverage that we
consider necessary for our business. We maintain an insurance policy that insures against material damage to buildings, facilities
and machinery, furniture, fixtures, fittings and stocks. In addition, we maintain commercial general liability insurance that covers
liability in claims for bodily injury (and medical payments), property damage, and personal and accidental injury as well as
marine insurance. We also have key man insurance. We, however, have not taken insurance to protect against all risk and
liabilities.
The table below sets forth particulars of our insurance coverage on a restated basis as at the dates indicated.
As at March As at March 31, As at June 30, As at June

Particulars As at March 31, 2024
31, 2022 2023 2023 30, 2024
Insured Assets (₹ million)* 698.67 730.74 1,609.83 734.11 1,847.83
% insurance coverage as of 101.46% 100.00% 108.68% 100.23% 108.67%
* Sum of property, plant and equipment (net block), capital work in progress, investment property intangibles (net block), inventories and cash
on hand.
For further information, see “Risk Factors – We may not have sufficient insurance coverage to cover our economic losses as
well as certain other risks, not covered in our insurance policies, which could adversely affect business, results of operations
and financial condition.” on page 48.
We believe that our insurance coverage is in accordance with industry custom, including the terms of and the scope of the
coverage provided by such insurance. However, our policies are subject to standard limitations, including with respect to the
maximum amount that can be claimed. Therefore, insurance might not necessarily cover all losses incurred by us and we cannot
provide any assurance that we will not incur losses or suffer claims beyond the limits of, or outside the relevant coverage of, our
insurance policies.
R.Z Human Resources:
We place importance on developing our human resources. As of November 30, 2024, our workforce comprised employees.
Combinations of full-time employees and contract personnel gives us flexibility to run our business efficiently.
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The table below sets forth the number of our employees as of November 30, 2024:
Number of employees at
Departments / Teams
November 30, 2024
Management and administration 33
Production/manufacturing 360
Inhouse Design and Development team 14
Sales and marketing 3
Quality Control 58
Finance and accounts 14
Environmental, health and safety 2
IT 3
Others 93
Total 580
Our work force is a critical factor in maintaining quality, productivity and safety, which strengthens our competitive position.
We are committed to provide safe and healthy working conditions. We currently do not have any registered trade unions.
The average tenure across all our employees is approximately 9 years as on March 31, 2024. The table below set forth the attrition
rate for our employees for the periods indicated:

Particulars Fiscal 2022 Fiscal 2023 Fiscal 2024 period ended period ended June
June 30, 2023 30, 2024
Attrition Rate (%) 9.69% 12.04% 15.25% 1.42% 3.50%
We offer formal and informal training as well as on-the-job learning. Our training is carried out at our manufacturing facilities
to help turn unskilled labour into semi-skilled labour, and semi-skilled labour into skilled labour, thus increasing productivity.
In addition to compensation that includes salary and allowances, our employees receive statutory benefits (including employees
provident fund, pension, retirement and gratuity benefits, workman’s compensation, maternity and other benefits, as applicable)
and are covered by group personnel accident, mediclaim and term insurance.
S.Z Competition
We operate in manufacturing of refrigeration sealing solutions, profile extrusion and glass products for the appliance industry.
Our competition varies by market, geographic areas and type of product. Although the consumer appliance component industry
provides for significant entry barriers, competition in our business is based on pricing, relationships with customers particularly
with OEMs, product quality, and compliance with government regulation including environmental regulation. (F&S Report,
dated December 27, 2024). We face pricing pressures from national, regional and local companies that are able to produce
components and tempered / toughened glass at competitive costs and consequently, may supply their products at cheaper prices.
changes in the Indian consumer appliance industries, innovate with new products, offer competitive prices due to economies of
scale and ensure product quality and compliance. Our key competitors include Paramount Polymers Private Limited, Holm
Industries, Shree Ashtavinayak Glass, Xpro, Dixon Technologies, Amber Enterprises, PG Electroplast, Epack Durables, Delta
Megnet, Bright Brothers etc. (F&S Report, dated December 27, 2024)
For more information on our competition, see “Industry Overview” on page 140.
T.Z Intellectual Property Rights
As of the date of this Draft Red Herring Prospectus, we have three registered trademarks in India, which are valid up to April
10, 2025. We have filed a trademark application for our corporate logo filed with the Trademark Registry on April 10, 2015,
which is currently pending for approval. We do not own any patents.
We have acquired and developed and continue to acquire and develop knowledge and expertise, or know-how, and trade secrets
in our businesses, including know-how and trade secrets related to proprietary technologies, trademarks, know-how and trade
secrets. Our know-how and trade secrets in our businesses may not be patentable, however, they are valuable in that they enhance
our ability to provide high-quality products to our customers. See “Risk Factors – We have three registered trademarks and
have filed a trademark application for our corporate logo. We also rely on a combination of trade secret and contractual
restrictions to protect our intellectual property. If we are unable to protect our intellectual property rights, our business,
results of operations and financial condition may be adversely affected.” on page 53.
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U.Z Properties
Our registered and corporate office is located at 70, Okhla Industrial Estate, Phase III, New Delhi, 110020. Our registered and
corporate office are leased for 11 months commencing March 1, 2024 .
The following table sets forth details of our principal properties as on the date of this Draft Red Herring Prospectus.
Location Primary Purpose Ownership/Lease term

Plot No. E-180, Nagar Industrial Area, Phase-VII, Mohali , Punjab Manufacturing facility Lease 99 years
Lease of 29 years commencing
188, 189/1,189/2, Tehsil Shirur, (Karegaon) District Pune Manufacturing facility
August 2, 2021
Lease of 90 years commencing
E-119 and E-120, Industrial Area, Site 'B', Surajpur, Gautam Budh Nagar,
Manufacturing facility March 22, 2008 and December
Greater Noida, Uttar Pradesh
26, 1996 respectively
E-121, Industrial Area, Site 'B', Surajpur, Gautam Budh Nagar, Greater Lease of 86 years commencing
Noida, Uttar Pradesh October 31, 2009
Noida, Uttar Pradesh February 8, 2005
Noida, Uttar Pradesh February 8, 2005
Plot No. 3B, Block Udyog Vihar, Sector Ecotech-II, Greater Noida, Distt Lease 5 years expiring October
Gautam Budh Nagar, Uttar Pradesh 31, 2028
Plot No. L-9/2, SIPCOT Industrial Park, Chennai Manufacturing facility Lease 99 years
Gat No. 381 & 382, Industrial Zone, Revenue Village Wing Taluka,
Manufacturing facility Owned
Khandala, Satara, Maharashtra
Plot No 02 Survey No 25, Vasodara, Sanand, Ahmedabad Manufacturing facility Owned
Plot No. 19-A, New Industrial Township, Faridabad Vacant Owned
28/A, Survey No. 75, Doddanekkundi, Industrial Area (Visveswaraiah),
Given on rent Owned
Doddanekkundi Village, Hobli, Bangalore
B-II/30, Mohan Co-Operative Industrial Estate, Badarpur, New Delhi Vacant Owned
Shed Number 15B and 17B, Vikhroli, Maharashtra, Mumbai Vacant Perpetual
V.Z Legal Proceedings
For details on any outstanding litigation against our Company, our Directors and our Promoters, see "Outstanding Litigation and
other Material Developments" beginning on page 395.
W.Z Corporate Social Responsibilities
As per provision of Section 135 of the Companies Act, 2013, we are required to spend at least 2% of the average profits of the
preceding three fiscal years towards Corporate Social Responsibility (“CSR”). Accordingly, our Board of Directors has
constituted a CSR Committee for carrying out the CSR activities. The company's Corporate Social Responsibility (CSR)
expenses were ₹1.16 million in Fiscal 2022, ₹0.72 million in Fiscal 2023, and ₹1.40 million in Fiscal 2024. For the three-month
period ended June 30, 2023, CSR expenses were ₹1.40 million, and for the same period in 2024, they were ₹0.91 million.
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KEY REGULATIONS AND POLICIES
The description is a summary of the key statutes, rules, regulations, notifications, memorandums, circulars and policies which
are applicable to our Company and the business undertaken by our Company.
Taxation statutes such as the Income Tax Act, 1961, the Customs Act, 1962, professional tax legislations, wherever applicable
and the relevant goods and service tax legislation apply to us as they do to any Indian company. For details of government
approvals obtained by our Company, see “Government and Other Approvals” on page 399.
The information in this section, is based on the current provisions of key statutes, rules, regulations, notifications, memorandums,
circulars and policies which are subject to amendments, changes and/or modifications and has been obtained from publications
available in the public domain. The description of the applicable laws and regulations, as given below, is only intended to provide
general information to the investors and may not be exhaustive and is neither designed nor intended to be a substitute for
professional legal advice.
Industry Specific Regulations
Legal Metrology Act, 2009 (“Legal Metrology Act”)
The Legal Metrology Act came into effect on January 13, 2010, and has repealed and replaced the Standards of Weights and
Measures Act, 1976 and the Standards of Weights and Measures (Enforcement) Act, 1985. The Legal Metrology Act seeks to
establish and enforce standards of weights and measures, regulate trade and commerce in weights, measures and other goods
which are sold or distributed by weight, measure or number and for matters connected therewith or incidental thereto and lists
penalties for offences and compounding of offences under it. The Legal Metrology Act provides that for prescribed specifications
for all weights and measures used by an entity to be based on metric system based on the international system of units only. Any
non-compliance or violation pertaining to manufacturing, packing, selling, importing, distributing, delivering, offering for sale
of any pre-packaged commodity if such does not adhere to the standard regulations set out under the Legal Metrology Act may
result in inter alia a monetary penalty on the manufacturer or seizure of goods or imprisonment in certain cases.
Legal Metrology (Packaged Commodities) Rules, 2011 (“Packaged Commodity Rules”)
The Packaged Commodity Rules have amended the Legal metrology (Packaged Commodities) Rules, 2011, (“2011 Rules”) and
lays down specific provisions applicable to packages intended for retail sale, whole-sale and for export and import of packaged
commodities and also provide for registration of manufacturers and packers. Pursuant to the packaged Commodity Rules, any
pre-packaged commodity sold for use and consumption by the citizens must properly mention several details such as, the
description and quantity of ingredients, date of manufacturing, date of expiry (for items prone to expiration), weight, statutory
warnings, manufacturer address, contact and some other info like consumer care details, country of origin, etc. Further, the Legal
Metrology (Packaged Commodities) Amendment Rules, 2017 laid down specific provisions for e-commerce transactions and
online sale of packaged commodities. Additionally, the Legal Metrology (Packaged Commodities) Amendment Rules, 2021
(“2021 Amendment Rules”) prescribes mandatory declaration of maximum retail price (MRP) and unit sale price in Indian
currency and the month and year of manufacture for pre-packed commodities.
The 2011 Rules and the 2021 Amendment Rules have been amended by the Legal Metrology (Packaged Commodities)
Amendment Rules, 2022 on 28th March 2022 (“2022 Amendment Rules”). The 2022 Amendment Rules, inter alia, grants
significant clarity on the affixation of “unit sale price” on pre-packaged commodities which was introduced under the 2021
Amendment Rules. It lays out specific prohibitions where manufacturing, packing, selling, importing, distributing, delivering,
offering for sale would be illegal and requires that any form of advertisement where the retail sale price is given must contain a
net quantity declaration. Circumstances which are punishable are also laid out in the Legal Metrology Rules.
The Production Linked Incentive Scheme (PLI) for White Goods (Air Conditioners and LED Lights) Manufacturers in India
(the “PLI Scheme”)
The PLI Scheme proposes a financial incentive to boost domestic manufacturing and attract large investments in the white goods
manufacturing value chain which is to be implemented over the Fiscal 2022 to Fiscal 2029. Its prime objectives include removing
sectoral disabilities, creating economies of scale, enhancing exports, creating a robust component ecosystem and employment
generation. The PLI Scheme extends an incentive of 4% to 6% on incremental sales (net of taxes) over the base year of goods
manufactured in India and covered under target segments, to eligible companies, for a period of five years subsequent to the base
year and one year of gestation period.
Bureau of Indian Standards Act, 2016 (the “BIS Act”) and the Bureau of Indian Standards (Conformity Assessment)
Regulations, 2018 and amendments thereto (“Conformity Regulations”)
The BIS Act provides for the establishment of a bureau for the standardisation, marking and quality certification of goods. The
BIS Act provides for the functions of the Bureau of Indian Standards which includes, among others (a) recognize as an Indian
standard, any standard established for any article or process by any other institution in India or elsewhere; (b) specify a standard
mark to be called the, Bureau of Indian Standards Certification Mark, which shall be of such design and contain such particulars
as may be prescribed to represent a particular Indian standard; and (c) make such inspection and take such samples of any material
or substance as may be necessary to see whether any article or process in relation to which the standard mark has been used
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conforms to the Indian Standard or whether the standard mark has been improperly used in relation to any article or process with
or without a license. The Bureau of Indian Standards Rules, 2018 lay down inter alia the procedure for the establishment and
review of Indian standards, adoption of standards as Indian standards and for publishing of Indian standards. The Bureau of
Indian Standards (Conformity Assessment) Regulations, 2018 provides inter alia the Scheme of Inspection and Testing, Labelling
and Marking requirements, conditions, validity, renewal, scope of licence. Companies committing offences under the BIS Act
are liable to be punished in the manner provided for.
The National Policy on Electronics, 2019 (“NPE”)
The NPE is issued by, Ministry of Electronics and Information Technology, Government of India. The Policy envisions
positioning India as a global hub for Electronics System Design and Manufacturing -(ESDM) by encouraging and driving
capabilities in the country for developing core components, including chipsets, and creating an enabling environment for the
industry to compete globally.
Sale of Goods Act, 1930 (the “Sale of Goods Act”)
The Sale of Goods Act governs contracts relating to sale of goods in India. The contracts for sale of goods are subject to the
general principles of the law relating to contracts. A contract of sale may be an absolute one or based on certain conditions. The
Sale of Goods Act contains provisions in relation to the essential aspects of such contracts, including the transfer of ownership
of the goods, delivery of goods, rights and duties of the buyer and seller, remedies for breach of contract and the conditions and
warranties implied under a contract for sale of goods.
Environmental laws
The Environment (Protection) Act, 1986 (“EPA”) read with The Environment (Protection) Rules, 1986
The EPA has been enacted for the protection and improvement of the environment. It stipulates that no person carrying on any
industry, operation or process shall discharge or emit or permit to be discharged or emit any environmental pollutant in excess
of such standards as may be prescribed. Further, no person shall handle or cause to be handled any hazardous substance except
in accordance with such procedure and after complying with such safeguards as may be prescribed. EPA empowers the Central
Government to take all measures necessary to protect and improve the environment such as laying down standards for emission
or discharge of pollutants, providing for restrictions regarding areas where industries may operate and generally to curb
environmental pollution.
Water (Prevention and Control of Pollution) Act, 1974 (“Water Act”)
The Water Act aims to prevent and control water pollution as well as restore water quality by establishing and empowering the
relevant state pollution control boards. Under the Water Act, any individual, industry or institution discharging industrial or
domestic waste into water must obtain the consent of the relevant state pollution control board, which is empowered to establish
standards and conditions that are required to be complied with.
Air (Prevention and Control of Pollution) Act, 1981 (“Air Act”)
Under the Air Act, the relevant state pollution control board may inspect any industrial plant or manufacturing process and give
orders, as it may deem fit, for the prevention, control and abatement of air pollution. Further, industrial plants and manufacturing
processes are required to adhere to the standards for emission of air pollutants laid down by the relevant state pollution control
board, in consultation with the Central Pollution Control Board. The relevant state pollution control board is also empowered to
declare air pollution control areas. Additionally, consent of the state pollution control board is required prior to establishing and
operating an industrial plant. The consent by the state pollution control board may contain provisions regarding installation of
pollution control equipment and the quantity of emissions permitted at the industrial plant.
The Hazardous Wastes (Management, Handling and Transboundary Movement) Rules, 2008 (“Hazardous Wastes Rules”)
The Hazardous Wastes Rules set out the regulations for management and disposal of environmental waste. It mandates that every
facility generating hazardous waste must obtain prior approval from the relevant state pollution control board. Particular attention
must be paid to the recycling the hazardous waste. In the case of improper handling and disposal, every occupier transporter and
the operator of a facility generating hazardous waste are liable for environmental damage and penalties thereunder.
The Public Liability Insurance Act, 1991 (“Public Liability Act”)
The Public Liability Act, along with the Public Liability Insurance Rules, 1991, require the owner to contribute towards the
environment relief fund of a sum equal to the insurance premium paid to the insurer. Further, a liability is imposed on the owner
or controller of hazardous substances, in relation to death/injury of a person, or any damage to property arising out of an accident
involving such hazardous substances. Vide notification, the Central Government has enumerated a list of hazardous substances
covered by the legislation.
Labour laws
We are subject to various labour laws for the safety, protection, condition of working, employment terms and welfare of labourers
and/or employees of us:
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 Factories Act, 1948
 The Contract Labour (Regulation and Abolition) Act, 1970
 The Payment of Bonus Act, 1965
 The Payment of Gratuity Act, 1972
 The Employees State Insurance Act, 1948
 The Employees Provident Funds and Miscellaneous Provisions Act, 1952
 The Equal Remuneration Act, 1976
 The Minimum Wages Act, 1948
 The Payment of Wages Act, 1936
 The Employee’s Compensation Act, 1923
 The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
 Inter-State Migrant Workmen (Regulation of Employment and Conditions of Service) Act, 1979
 The Maternity Benefit Act, 1961
 The Industrial Employment (Standing Orders) Act, 1946
Factories Act, 1948 (the “Factories Act”)

The Factories Act defines a “factory” to cover any premises which employs 10 or more workers and in which manufacturing
process is carried on with the aid of power and any premises where there are at least 20 workers, even while there may not be an
electrically aided manufacturing process being carried on. State Governments have the authority to formulate rules in respect of
matters such as prior submission of plans and their approval for the establishment of factories and registration and licensing of
factories. 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. It provides such safeguards of
workers in the factories as well as offers protection to the exploited workers and improve their working conditions. This
legislation is being enforced by the Central Government through officers appointed under the Factories Act i.e., Inspectors of
Factories, Deputy Chief Inspectors etc. who work under the control of the Chief Inspector of Factories and overall control of the
Labour Commissioner. The ambit of the Factories Act includes provisions as to the approval of factory building plans before
construction or extension, investigation of complaints, maintenance of registers and the submission of yearly and half-yearly
returns.
Other Labour Legislations
In order to rationalize and reform labour laws in India, the Government has enacted four labour codes that would subsume
primarily all of the central labour laws and would collectively form the governing labour legislations, as and when brought into
effect. These four codes are:
(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, Professional Tax Act,
1975 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.
(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 and the Payment of Gratuity Act, 1972. It governs
the constitution and functioning of social security organisations such as the Employee’s Provident Fund 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 Contract Labour (Regulation and Abolition) Act, 1970 and received the presidential assent on 28
September 2020.
These codes shall become effective on the day that the Government shall notify for this purpose.
Fire safety legislations
Fire safety legislations enacted by several states in India provide for, amongst other things, the establishment of state fire services
departments in respective States. Under these laws, owners of certain premises or certain classes of premises, which are used for
purposes which may cause a risk of fire, are required to obtain approval from the relevant authority of such fire services
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department. Owners are further required to implement adequate fire prevention and safety measures and appoint a fire safety
officer for inspection of premises from time to time, as may be prescribed under applicable law. Further, restrictions have been
imposed on the working of high-risk premises in case these approvals are not acquired or for other violations of the provisions
of the fire safety laws. The state legislatures have also enacted fire control and safety rules and regulations such as the Tamil
Nadu Fire Service Act, 1985 read with Tamil Nadu Fire Services Rules, 1990, which are applicable to our manufacturing plant
established in Tamil Nadu. The legislations include provisions in relation to fire safety and life-saving measures by occupiers of
buildings, licensing provisions and penalties for non-compliance.
Intellectual Property Laws
The Trade Marks Act, 1999 (“Trademarks Act”)
The Trademarks 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. The Trademarks Act also prohibits any registration
of deceptively similar trademarks or compounds, among others. It also provides for infringement, falsifying and falsely applying
trademarks.
The Patents Act, 1970 (“Patents Act”)
The Patents Act provides for the application and registration of new inventions of products or processes for granting exclusive
rights to the holder of such a patent and obtaining relief in case of infringement. Under the Patents Act, the registration is granted
for a fixed period and after the expiry of the term of the patent, it becomes available in the public domain for use without having
to pay any fee / royalty to the inventor of the product or process.
Designs Act, 2000 (“Designs Act”)
Industrial designs have been accorded protection under the Designs Act. A ‘Design’ means only the features of shape,
configuration, pattern, ornament or composition of lines or colour applied to any article whether two dimensional or three
dimensional or in both forms, by any industrial process or means, whether manual, mechanical or chemical, separate or
combined, which in the finished article appeal to and are judged solely by the eye, but does not include any mode or principle or
construction or anything which is in substance a mere mechanical device, and expressly excludes works accorded other kinds of
protection like property marks, Trademarks and Copyrights. Any person claiming to be the proprietor of a new or original design
may apply for registration of the same under the Act before the Controller-General of Patents, Designs and Trade Marks. On
registration, the proprietor of the design attains a copyright over the same. The duration of the registration of a design in India is
initially ten years from the date of registration, but in cases where claim to priority has been allowed the duration is ten years
from the priority date. No person may sell, apply for the purpose of sale or import for the purpose of sale any registered design,
or fraudulent or obvious imitation thereof.
Taxation related Laws
The Goods and Services Tax (“GST”) is levied on supply of goods or services or both jointly by the Central Government 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 by the state government including 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 is enforced through various acts viz. Central
Goods and Services Act,2017 (“CGST”), relevant state’s Goods and Services Act, 2017 (“SGST”), Union Territory Goods and
Services Act, 2017 (“UTGST”), Integrated Goods and Services Act, 2017 (“IGST”), Goods and Services (Compensation to
States) Act, 2017 and various rules made thereunder.
Further, the Income-tax Act, 1961 (the “Income Tax Act”) is applicable to every company, whether domestic or foreign whose
income is taxable under the provisions of the Income Tax Act or rules made there under depending upon its “Residential Status”
and “Type of Income” involved. The Income Tax Act provides for the taxation of persons resident in India on global income and
persons not resident in India on income received, accruing or arising in India or deemed to have been received, accrued or arising
in India. Every company assessable to income tax under the Income Tax Act is required to comply with the provisions thereof,
including those relating to tax deduction at source, advance tax, minimum alternative tax, etc. 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.
Other applicable laws
In addition to the above, our Company is also required to comply with the Companies Act, 2013 and rules framed thereunder,
the Competition Act, 2002 and other applicable statutes imposed by the Centre or the State Government and authorities for our
day-to-day business and operations.
The Micro, Small and Medium Enterprises Development Act, 2006 was enacted in order to promote and enhance the
competitiveness of Micro, Small and Medium Enterprise (“MSME”). As per the notification no. F. No. 2/1(5)/2019-P&G/Policy
(Pt.-IV) dated June 01, 2020, the Central Government notified the following criteria for the classification of MSME with effect
from July 01, 2020: as a micro-enterprise, where the investment in plant and machinery or equipment does not exceed One Crore
Rupees and turnover does not exceed Five Crore Rupees; a small enterprise, where the investment in plant and machinery or
238
equipment does not exceed ten crore rupees and turnover does not exceed Fifty Crore Rupees; and a medium enterprise, where
the investment in plant and machinery or equipment does not exceed Fifty Crore Rupees and turnover does not exceed Two
Hundred and Fifty Crore Rupees.
.
239
HISTORY AND CERTAIN CORPORATE MATTERS
A.Z Brief history of our Company
Our Company was originally incorporated as ‘Ajay Poly Private Limited’, a private limited company under the Companies Act,
1956, pursuant to a certificate of incorporation dated June 3, 1980, issued by the RoC. Subsequently, our Company was converted
from a private limited company to a public limited company, pursuant to a resolution passed by the Board of Directors of our
Company on November 6, 2024 and a special resolution passed by the Shareholders of our Company on November 6, 2024 and
the name of our Company was changed from ‘Ajay Poly Private Limited’ to ‘Ajay Poly Limited’ and a fresh certificate of
incorporation dated November 26, 2024 was issued by the RoC.
Changes in the registered office of our Company
Except as disclosed below, there has been no change in the registered office of our Company since its incorporation:
Date of change of Particulars for change in registered office Reason for change in
registered office registered office
October 25, 1984 102/3A, Phase II Okhla Industrial area, New Delhi to C-684, New Operational and administrative
Friends Colony, New Delhi convenience
June 18, 1987 C-684, New Friends Colony, New Delhi to 4561, Deputy Ganj, Operational and administrative
Sadar Bazar, Delhi - 110006 convenience
June 2, 2014 4561 Deputy Ganj, Sadar Bazar New Delhi, Delhi India 110006 Operational and administrative
to 70, Okhla Industrial Estate, Phase III, New Delhi, 110020 convenience
B.Z Main Objects of our Company
The main objects contained in our Memorandum of Association are as follows:
“To manufacture, extrude, mould, convert, bond and print all kinds of reclaim, natural or synthetic polymers, elastomers, rubbers
and all kinds of products made thereof.
To manufacture, prepare, refine, manipulate, import, export and deal in all kinds of chemicals, solvents, adhesives, colours,
paints and oils required to develop, prepare or manufacture, reclaim, natural or synthetic polymers, elastomers, rubbers or
products thereof.”
To manufacture, prepare, refine, manipulate, import, export, stock and deal in to toughened glasses for refrigerators, microwaves,
washing machines, cook tops, chimney, glass door and other house hold appliances etc.
To manufacture, prepare, refine, manipulate, import, export, stock and deal in ferrite magnetic strips, magnet powder, epoxy
soya oil etc.
To carry on the business of manufactures, buyers, sellers, importers, exporters, contractors, consultants, agents, stockists,
suppliers, distributors, users, wholesalers, retailers, repairers and workers in all kinds of polymers, elastomers, plastics,
polyvinyl-chloride, polythene and other thermoplastic, based products and moulded products.
The main objects as contained in our Memorandum of Association enable our Company to carry on the business presently being
carried out and proposed to be carried out by our Company.
Amendments to our Memorandum of Association in the last 10 years
Set out below are the amendments to our Memorandum of Association in the last 10 years:
Date of Shareholders’ resolution Nature of amendment

June 1, 2024 Clause V of the Memorandum of Association was amended to reflect the sub-division
of Equity Shares from Rs. 100 to Rs. 10 each.
November 6, 2024 Clause I of the Memorandum of Association was amended to reflect the change in name
of our Company from Ajay Poly Private Limited to Ajay Poly Limited pursuant to
conversion into a public limited company.
November 26, 2024 Clause V of the Memorandum of Association was amended to reflect increase of our
Authorized Share Capital from ₹10,000,000 divided into 1,000,000 Equity Shares of
face value ₹10 each to ₹15,000,000 divided into 150,000,000 Equity Shares of face value
₹1 each.
November 26, 2024 Clause V of the Memorandum of Association was amended to reflect the sub-division
of equity shares from Rs 10 to Rs 1 each.
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C.Z Major events and milestones of our Company
The table below sets forth the major events and milestones in the history of our Company:
Year Particulars
1995 Initiated manufacturing of magnet powder and magnetic strips as part of a strategic backward integration at
Delhi Unit located at 25, Okhla Industrial Estate.
2006 Launched an epoxy-soya oil plant as part of a strategic backward integration initiative and commenced rigid
profile extrusion at our Delhi Unit located at B-II/30, Mohan Co-Operative Industrial Estate, Badarpur, New
Delhi.
2010 Established its first toughened glass plant in Chennai.
2013 Initiated rigid profile extrusion for the commercial segment at Delhi Unit located at B-II/30, Mohan Co-
Operative Industrial Estate, Badarpur, New Delhi.
2013 Commenced manufacturing of ABS, PVC, and HIPS Décor Trims at Delhi Unit located at B-II/30, Mohan Co-
Operative Industrial Estate, Badarpur, New Delhi
2022 Established toughened glass processing plant at Karegaon Unit.
2023 Established HIPS sheet extrusion plant at Karegaon Unit.
2024 Launched toughened glass processing plant at Noida Unit-IV.
D.Z Key Awards, Accreditations and Recognition
The table below sets forth the some of the key awards, accreditation, and recognition received by our Company:
Year Particulars
2007 Excellence award by LG Electronics India Private Limited -2007 for Best Performance in Q,C,D in molding
category
2008 Excellence award by LG Electronics India Private Limited -2008 for Best Performance in Q,C,D in molding
category
2009 Best Quality and Services Business Partner of the Year LG electronics (India) Private Limited
2009 Place of Honour for most proactive contributions and new development pertaining to appliances at the Godrej
Strategic Partners meet.
2012 Samsung award for appreciation and contribution towards the business presented at the SIEL Chennai, Vendor
meet
2013 LG award awarded under the category best quality award presented by LG Electronics (India) Private Limited
2015 Quality award by Godrej for best support
2015 KAIZEN award for quality MSME awarded at the 8th National cluster summit 2015 by CII.
2015 Supplier Cluster 2015-16 award for being the performer of the month presented by Godrej.
2016 Championship Award” for being Green Manufacturing –MSME at 9th CII National Competiveness & Cluster
Summit 2016
2016 Received an award under GOLD category by CII – Sohrabji Godrej Green Business Centre, India.
2017 Best quality performance award- first prize awarded at LG Noida Business Partners Meet
2017 Received a championship award for quality MSME by CII.
2019 Godrej Award for best support quality 2019
2019 Godrej Green Certificate for appreciation to preserve the environment
2019 Godrej Award for new product development 2019
2019 Poka yoke- 1st prize award in the category of prevention under manufacturing (small scale) by CII.
2019 Certificate of participation upon successful completion of cluster activity conducted by Godrej Appliances.
2021 Second prize for the best cost performance award conducted at LG Noida Business Partners Meet.
2022 Samsung best partner for consistent SCM support during Covid period.
2022 Best cost performance award presented at LG Noida Business Partners Meet
2022 Strategic Partner award by Haier at the Haier Annual Business Partners Meet
2023 Certificate of appreciation for runner up for best supplier for rubber and sealing presented by IFB Connect at
the 10th suppliers meet.
2024 Award for EHS Practices Samsung
E.Z Time and cost over-runs
As on the date of this Draft Red Herring Prospectus, other than in the ordinary course of business, there have been no material
time and cost over-runs in respect of our business operations.
241
F.Z Defaults or re-scheduling, restructuring of borrowings with financial institutions/banks
There have been no defaults on repayment of any loan availed from any banks or financial institutions. Further, there has been
no re-scheduling/ re-structuring in relation to borrowings availed by our Company from any financial institutions or banks.
G.Z Lock-out and strikes
As on the date of this Draft Red Herring Prospectus, there have been no lockouts or strikes at any time in our Company.
H.Z Significant financial and strategic partners
As of the date of this Draft Red Herring Prospectus, our Company does not have any significant financial or strategic partners.
I.Z Details of guarantees given to third parties by our Promoters who are participating in the Offer for Sale
Except as disclosed below, our Promoters has not given any material guarantees to any third parties with respect to the Equity
Shares as on the date of this Draft Red Herring Prospectus. Set out below are the details of the said personal guarantees executed
by Bina Jain, Rajeev Jain and Nitin to Banks for the facilities sanctioned to our Company:
Name of the lender Type of facility Guarantee value (in ₹ million)

Kotak Mahindra Bank Limited Working Capital Loan 376.00
Working Capital Loan
Term Loan 6.70
Term Loan 22.60
Term Loan 37.30
Term Loan 53.90
Term Loan 150.00
HDFC Bank Limited Working Capital Loan 150.00
State Bank of India Term Loan 337.30
Working Capital Loan 150.00
CITI Bank N.A. Working Capital Loan 250.00
The abovementioned guarantees are typically effective for a period till the underlying loan is repaid by the respective borrower.
The financial implications in case of default by the relevant borrower would entitle the lenders to invoke the personal guarantee
given by respective guarantors to the extent of outstanding loan amount.
Capacity, facility creation and location of manufacturing facilities
For further details in relation to capacity/facility creation and location of our manufacturing facilities, see “Our Business” on
page 205.
J.Z Launch of key products or services, entry into new geographies or exit from existing markets
For information on key products or services offered by our Company, entry into new geographies or exit from existing markets,
please see “Our Business” on page 205
K.Z Material Agreements in relation to business operations of our Company
There are no other arrangements or agreements, deeds of assignment, acquisition agreements, shareholders’ agreements, inter-
se agreements, any agreements between our Company, our Promoters and our Shareholders, agreements of like nature and
clauses/ covenants which are material to our Company. Further, there are no other clauses/ covenants that are adverse or
prejudicial to the interest of the minority and public shareholders of our Company.
L.Z Details of subsisting shareholders’ agreements
As on the date of this Draft Red Herring Prospectus, our Company does not have any subsisting shareholders’ agreements.
M.Z Details regarding material acquisitions or divestments of business/undertakings, mergers, amalgamation, or revaluation
of assets in the last 10 years
Our Company has not acquired any material business or undertaken any merger, demerger, amalgamations, acquisitions or
divestments including any material acquisitions or divestments of any business or undertaking or any revaluation of assets in the
last 10 years, preceding the date of this Draft Red Herring Prospectus.
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N.Z Agreements with Key Managerial Personnel, Senior Managerial Personnel, Directors, Promoters or any other employee
There are no agreements entered into by a Key Managerial Personnel, Senior Managerial Personnel, Directors, Promoters 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.
O.Z Key terms of other subsisting material agreements
Our Company has not entered into any subsisting material agreements, other than in the ordinary course of business of our
Company. For details on business agreements of our Company, see “Our Business” on page 205.
P.Z Holding Company
As on the date of this Draft Red Herring Prospectus, our Company does not have a holding company.
Q.Z Subsidiaries of our Company
As on the date of this Draft Red Herring Prospectus, our Company does not have any subsidiaries.
R.Z Associate Companies
As on date of this Draft Red Herring Prospectus, our Company does not have any associate companies.
S.Z Joint Ventures
As on date of this Draft Red Herring Prospectus, our Company does not have any joint ventures.
T.Z Confirmations
There are no material clauses of our Articles of Association that have been left out from disclosures having a bearing on the
Offer or this Draft Red Herring Prospectus.
There is no conflict of interest between the suppliers of raw materials and third-party service providers (which are crucial for
operations of the Company) and our Company, Promoters, members of the Promoter Group, Group Companies and their
directors.
Except as disclose below and “Other Financial Information – Related Party Transactions” on page 357., there is no conflict of
interest between the lessors of the immovable properties (which are crucial for operations of the Company) and our Company,
Promoters, members of the Promoter Group, Group Companies and their directors
Address of the Rent per month

Lessor Lessee Agreement date Period
property (in ₹ million)
70, Okhla
Industrial Estate
Ajay Industrial
Ajay Poly Phase-III, South
Polymers Private April 15, 2024 0.06 11 months
Limited Delhi, New Delhi
Limited
– 110 020, Delhi,
India
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OUR MANAGEMENT
U.Z Board of Directors
The Articles of Association require that our Board shall comprise of not less than three Directors and not more than 15 Directors,
provided that our Shareholders may appoint more than 15 Directors after passing a special resolution in a general meeting.
As on the date of this Draft Red Herring Prospectus, we have eight Directors, on our Board, of whom 4 (four) are Executive
Directors, and 4 (four) Independent Directors. Our Company is in compliance with the corporate governance requirements
prescribed under the SEBI Listing Regulations and the Companies Act, 2013, in relation to the composition of our Board and
constitution of Committees thereof.
The following table sets forth the details of our Board as on the date of this Draft Red Herring Prospectus:
Name, designation, date of birth, address, occupation, Age

Other directorships
current term, period of directorship and DIN (years)
Rajeev Jain 55 Indian Companies
 Encraft India Private Limited
Designation: Chairman and Managing Director  Ajay Industrial Polymers Private Limited
 A I C Plastics Private Limited
Date of birth: April 3, 1969  GLJ Realty Private Limited
 Enczo India Private Limited
Address: D-6, Kalindi Colony, South Delhi, Delhi- 110065,
India. Foreign Companies:
Nil
Occupation: Business
Current term: Five years upto December 6, 2029
Period of directorship: Since June 18, 1987
DIN: 00271809
Nitin Jain 49 Indian Companies
Designation: Executive Director  Ajay Industrial Polymers Private Limited
Date of birth: April 22, 1975  GLJ Realty Private Limited
Nil
Current term: 5 years upto December 6, 2029
Period of directorship: Since September 30, 2006
DIN: 00071131
Bina Jain 75 Indian Companies
Designation: Executive Director  Ajay Industrial Polymers Private Limited
Date of birth: February 15, 1949  GLJ Realty Private Limited
Nil
Period of directorship: From April 1, 2018
DIN: 00271796
Avanish Singh Visen 40 Indian Companies
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Other directorships
Designation: Executive Director and Chief Executive  Enczo India Private Limited
Officer
Foreign Companies:
Date of birth: August 4, 1984 Nil
Address: Flat number- T B 202, Parsvanath Edens, near

Rayon International school, Alpha-2, Greater Noida,
Gautam Buddha Nagar, Uttar Pradesh-201308, India.
Period of directorship: Since June 4, 2021
DIN: 09116842
Anil Kumar Jha 67 Indian Companies
Designation: Independent Director Nil
Date of birth: July 24, 1957 Foreign Companies:

Nil
Address: D-831, Tower-7, Ashiana Upvan, Ahinsa Khand-
II, Indirapuram, Shipra Sun city, Ghaziabad, Uttar Pradesh-
201014, India
Occupation: Professional
Current term: 3 years up to December 20, 2027
Period of directorship: Since December 21, 2024
DIN: 03590871
Sudhir Arya 65 Indian Companies
Designation: Independent Director  IIFCL Asset Management Company

Limited
Date of birth: July 15, 1959
Foreign Companies:
Address: E-63, Vikas Marg, Preet Vihar, East Delhi, Delhi- Nil
110092, India
DIN: 05135780
Vikas Modi 45 Indian Companies
Designation: Independent Director  Oswal Pumps Limited

 Netweb Technologies India Limited
Date of birth: October 30, 1979
Foreign Companies:
Address: House No. 697. Sector-14, Faridabad, Haryana, Nil
121007

245
Other directorships
DIN: 10049413
Vinod Kumar Srivastava 52 Indian Companies
Designation: Independent Director Nil
Date of birth: November 30, 1972 Foreign Companies:

Nil
Address: Villa number-24, Confident Bellatrix, near Indus
International school, Sarjapura, Bangalore – 562 125,
India.
DIN: 03069532
V.Z Brief profiles of our Directors
Rajeev Jain, aged 55 years, is the Chairman and Managing Director and a Promoter of our Company. He holds a bachelor’s
degree in science from the University of Delhi. He has been associated with our Company since 1987 and has over 37 years in
the areas of management. He is primarily responsible for the overall management and day-to-day functioning of our Company.
Nitin Jain, aged 49 years, is the Executive Director and a Promoter of our Company. He has been associated with our Company
since 2006 and has over 18 years of experience in the areas of management. He does not have any specific qualification and does
not hold any professional degree. He is primarily responsible for the overall management and day-to-day functioning of our
Company.
Bina Jain, aged 75 years, is the Executive Director and a Promoter of our Company. She has been associated with our Company
since 2018 and has over 6 years of experience in the areas of management. She does not have any specific qualification and does
not hold any professional degree. She is primarily responsible for the overall management and day-to-day functioning of our
Company.
Avanish Singh Visen aged 40 years, is the Executive Director and the Chief Executive Officer of our Company. He holds a
diploma in mechanical engineering (with specialisation in power plant) from Institute of Engineering & Rural Technology,
Allahabad. Additionally, he also holds a master’s degree in business administration (supply chain management) from Eiilm
University, Sikkim. He was previously engaged at Seaga India Private Limited, Encraft India Private Limited, Techno
Electronics, Eicher Tractors, Mahindra and Mahindra Limited and Lenovo (India) Private Limited. He has been associated with
our Company for more than 3 years. He was honoured by being recognised as one of the Global 200 inspirational leaders and as
one of the leaders and achievers from the glass industry. He has over 15 years of industry experience in areas of management.
He is primarily responsible for the overall management and day-to-day functioning of our Company.
Anil Kumar Jha, aged 67 years, is the Independent Director of our Company. He has been a Director of our Company since
December 21, 2024. He holds a bachelor’s degree in science (mechanical engineering) from Ranchi University. Additionally, he
also holds a diploma in management from Indira Gandhi National Open University and is a law graduate from Delhi University.
He also attended Columbia Business School and completed the executive education programme on high impact leadership. He
was previously associated with NTPC Limited as a former chairman and managing director and director (technical) for over 39
years. He served as a member of the Global Expert Advisory Council of International Solar Alliance. He is currently also
empanelled in Arbitration panel of Indian Council of Arbitration (ICA) for PGCIL, GAIL and SCOPE. Additionally, he is
presently a member of the Experts Committee panel of Department of Atomic Energy and Conciliation Committee for settlement
of disputes. He has more than 40 years of experience in all areas of power plant right from conception to design and engineering,
erection and commissioning, project management, human resources, operation and maintenance.
Sudhir Arya, aged 65 years, is the Independent Director of our Company. He has been a Director of our Company since
December 21, 2024. He holds a bachelor’s degree in the field of science from R.A Science College Additionally, he also holds
a post graduate diploma degree in Financial Analysis by virtue of which he was admitted as a member to the Council of Chartered
Financial Analysts. He is a fellow member of the Institute of Cost and Works Accountants of India. He holds a post-graduate
246
diploma in national management programme from Management Development Institute. He was previously associated with
NTPC Limited. He has over 37 years of experience in the areas of finance, engineering and management.
Vikas Modi, aged 45 years, is the Independent Director of our Company. He has been a Director of our Company since December
21, 2024. He was enrolled in the University of Rajasthan to pursue bachelor’s in commerce. He is also a fellow member of the
Institute of Chartered Accountants of India. He is currently associated with Doogar & Associate as a Partner. He has over 17
years of experience in the areas of finance and accountancy.
Vinod Kumar Srivastava, aged 52 years, is the Independent Director of our Company. He has been a Director of our Company
since December 21, 2024. He holds a bachelor’s degree in engineering (electronics and communication) from Karnataka
Regional Engineering College, Surathkal. Additionally, he has also successfully completed the senior management programme
conducted by the Indian Institute of Management, Calcutta. He was previously associated with Havell’s India Limited, Iqor
Global Services Private Limited (erstwhile iQor Global Services India Private Limited), Lenovo (India) Private Limited, LG
Electronics India Private Limited, Matsushita television & Audio India Limited, Welspun group and Videocon International
Limited. He has received recognition from LG Electronics India Limited as a green belt for successfully completing 6 sigma
projects. He has over 30 years of experience in the areas of engineering, management and operations.
W.Z Relationship between our Directors
Except as stated below, none of our Directors are related to each other in any manner:
S. No. Directors Relationship with each Other
1 Bina Jain Mother of Nitin Jain and Rajeev Jain
2 Nitin Jain Son of Bina Jain and brother of Rajeev Jain
3 Rajeev Jain Son of Bina Jain and brother of Nitin Jain
X.Z 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.
None of our Directors have been identified as Wilful Defaulters or Fraudulent Borrowers or Fugitive Economic Offender as
defined under the SEBI ICDR Regulations.
None of our Directors is or was a director of any company listed on any stock exchange, whose shares have been or are suspended
from being traded during the five years preceding the date of this Draft Red Herring Prospectus, during the term of his/ her
directorship in such company.
None of our Directors have been or are directors on the board of any listed companies which have been or are delisted from any
stock exchange(s) during their tenure.
Except as stated in “Restated Financial Information–Related Party Disclosures” on page 357, none of our directors have any
conflict of interest with the suppliers of raw materials, third party service providers or lessors of immovable properties, crucial
to our business and operations of our Company.
Y.Z Arrangement or understanding with major Shareholders, customers, suppliers, or others pursuant to which to which our
Directors were selected as a Director or Senior Management Personnel
None of our Directors have been appointed pursuant to any arrangement or understanding with our major Shareholders,
customers, suppliers or others.
Z.Z Service contracts with Directors
Our Company has not entered into any service contracts with any Director, which provide for benefits upon termination of
employment.
AA.Z Borrowing Powers of our Board
Pursuant to our Articles of Association, subject to applicable provisions of the Companies Act, 2013, and the special resolution
passed by our Shareholders in their general meeting held on December 10, 2024 our Board has been authorized to borrow, from
time to time, any sum or sums of monies, which together with the monies already borrowed by our Company (apart from
temporary loans obtained or to be obtained from the Company’s bankers in the ordinary course of business), may exceed the
247
aggregate of its paid up capital of the Company, free reserves and securities premium, provided that the total outstanding amount
so borrowed shall not, at any time, exceed the limit of ₹ 3,000 million.
BB.Z Terms of appointment of our Executive Directors
Rajeev Jain, Chairman and Managing Director
Rajeev Jain is the Chairman and Managing Director of our Company and has been associated with our Company since June 18,
1987. He was initially appointed as the Director of our Company through a resolution passed by our Board dated June 18, 1987.
He was subsequently appointed as the Managing Director of our Company pursuant to the resolution passed by our Board at its
meeting dated November 12, 2010. Pursuant to which, he was re-appointed as the Chairman and Managing Director of our
Company through resolution passed by our Board on December 7, 2024 for a period of 5 (five) years with effect from December
7, 2024 to December 6, 2029.
The details of the remuneration that he is presently entitled to, and the other terms of his employment, as approved by our Board
pursuant to its resolution dated December 7, 2024, and the resolution passed by the Shareholders’ on December 10, 2024 are
enumerated below:
Sr. No. Category Remuneration per annum

1. Basic and Fixed salary ₹3.00 million per annum
Nitin Jain, Executive Director
Nitin Jain is the Executive Director of our Company and has been associated with our Company since September 30, 2006. He
was re-appointed as the Executive Director of our Company pursuant to the resolution passed by our Board at its meeting dated
December 7, 2024 and the special resolution passed by our Shareholders’ on December 10, 2024 for a period of 5 (five) years
with effect from December 7, 2024 to December 6, 2029.
The details of the remuneration that he is presently entitled to, and the other terms of his employment, as approved by our Board
pursuant to its resolution dated December 7, 2024, and the resolution passed by the Shareholders’ on December 10, 2024 are
enumerated below:

1. Fixed salary ₹3.00 million per annum
Bina Jain, Executive Director
Bina Jain is the Executive Director of our Company and has been associated with our Company since April 1, 2018. She was
initially appointed as the Non-Executive Director of our Company pursuant to the resolution passed by our Board at its meeting
dated March 29, 2018, and the ordinary resolution passed by our Shareholders’ on September 29, 2018. Pursuant to which, she
was re-designated as the Executive Director of our Company through a resolution passed by our Board at its meeting dated
February 8, 2022.
The details of the remuneration that she is presently entitled to, and the other terms of her employment, as approved by our Board
pursuant to its resolution dated July 20, 2024, and the resolution passed by the Shareholders on December 10, 2024 are
enumerated below:

1. Fixed salary ₹ 6.00 million per annum
Avanish Singh Visen, is the Executive Director and Chief Executive Officer
Avanish Singh Visen is the Executive Director and Chief Executive Officer of our Company and has been associated with our
Company since June 4, 2021. He was initially appointed as the Non-Executive Director of our Company pursuant to the
resolution passed by our Board at its meeting dated April 19, 2021 and the ordinary resolution passed by our Shareholders’ on
June 4, 2021 with effect from June 4, 2021.
He was subsequently appointed as the Chief Executive Officer of our Company through a resolution passed by our Board at its
meeting dated July 20, 2024. Further, through a resolution passed by our Board at its meeting dated December 7, 2024 and the
resolution passed by our Shareholder’s dated December 10, 2024, he was re-designated as the Executive Director for a period of
5 (five) years with effect from December 7, 2024 to December 6, 2029.
The details of the remuneration that she is presently entitled to, and the other terms of his employment, as approved by our Board
pursuant to its resolution dated July 20, 2024 are enumerated below:
248
1. Fixed salary ₹28.72 million per annum
CC.Z Terms of appointment of our non-executive Directors (including Independent Directors)
Pursuant to the Board resolution dated December 7, 2024 and the special resolution passed by our Shareholders in their general
meeting held on December 10, 2024, the sitting fees payable to our Independent Directors for attending meetings of our Board
and meetings of various Committees of our Board, is ₹ 0.07 million within the limits prescribed under the Companies Act, 2013,
and the rules notified thereunder. Further, our Company may pay a commission to our Independent Directors within the overall
maximum limit of 1% of the net profits of the Company (computed in accordance with the provisions of Section 198 of the
Companies Act), as may be decided by the Board, in terms of Section 197 of the Companies Act or such other percentage as
may be specified from time to time.
DD.Z Payment or benefits to Directors
Except as disclosed in “– Terms of appointment of our Executive Directors” on page 248, our Company has not entered into any
contract appointing or fixing the remuneration of any Director in the two years preceding the date of this Draft 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,
other than the remuneration as disclosed in “– Terms of appointment of our Executive Directors” on page 248 and sitting fees
paid to them for such period.
There is no contingent or deferred compensation accrued for Fiscal 2024 payable to any of our Directors by our Company.
The remuneration that was paid to our Directors in Fiscal 2024 is as follows:
1. Executive Directors
The details of the remuneration paid to our Executive Directors in Fiscal 2024 is set out below:
(in ₹ million)
Name of Director Designation Remuneration
Rajeev Jain Chairman and Managing Director 3.32
Nitin Jain Executive Director 3.32
Bina Jain Executive Director 3.04
Avanish Singh Visen* Executive Director and Chief Executive Officer Nil
*Change his designation as Executive Director through resolution of the Board of Director in the meeting held on December 7,
2024 and the resolution passed by our Shareholder’s dated December 10, 2024.
2. Non-Executive Directors
None of our Non-Executive Directors were paid any sitting fees or commission in Fiscal 2024, since they were appointed in
Fiscal 2025.
3. Independent Directors
None of our Independent Directors were paid any sitting fees or commission in Fiscal 2024, since they were appointed in Fiscal
2025.
EE.Z Shareholding of Directors in our Company
Our Articles of Association do not require our Directors to hold qualification shares.
Except as disclosed below, none of our Directors hold any Equity Shares in our Company as on the date of this Draft Red Herring
Prospectus:
S. No. Name of Director Number of Equity Percentage of pre-Offer Percentage of post-Offer

Shares of face value of ₹ paid up share capital (%) paid up share capital (%)
1 each
1. Bina Jain 38,975,200 38.03 [●]
2. Rajeev Jain 30,747,200 30.00 [●]
3. Nitin Jain 30,747,200 30.00 [●]
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FF.ZBonus or profit-sharing plan for our Directors
As on date of this Draft Red Herring Prospectus, our Company does not have any performance linked bonus or a profit-sharing
plan for our Directors.
GG.Z Interests of Directors
Our Executive Directors may be deemed to be interested to the extent of the remuneration and reimbursements payable to each
of them by our Company. All our Independent Directors may be deemed to be interested to the extent of sitting fees and
commission payable, if any, to them for attending meetings of our Board and/or Committees thereof and the reimbursement of
expenses payable to them as approved by our Board.
All the Directors may be deemed to be interested in the contracts, agreements/arrangements entered into or to be entered into by
our Company with any company which is promoted by them or in which they hold directorships or any partnership firm in which
they are partners in the ordinary course of business.
Our Directors (excluding independent directors) may be interested to the extent of Equity Shares held by them and their relatives
(together with other distributions in respect of Equity Shares), if any, or held by the entities in which they are associated as
partners, promoters, directors, proprietors, members, trustees or beneficiaries, or that may be subscribed by or subscribed by or
allotted to the companies, firms, ventures, trusts in which they are interested as promoters, directors, partners, proprietors,
members, trustees or beneficiaries, pursuant to the Offer and any dividend and other distributions payable in respect of such
Equity Shares. For details, see “– Shareholding of Directors in our Company” on page 249.
Except Rajeev Jain, Bina Jain and Nitin Jain, who are also the Promoters of our Company, none of our other Directors have any
interest in the promotion or formation of our Company. For further details, see “Our Promoters and Promoter Group – Interests
of Promoters” on page 264 and “Other Financial Information – Related Party Transactions” on page 357.
Our Directors may be deemed to be interested to the extent of employee stock options that may be granted to them from time to
time under the employee stock option schemes that may be formulated by our Company from time to time, or Equity Shares that
may be allotted pursuant to the exercise of options granted to them under such schemes.
Interest in land and property
Our Directors do not have any interest in any property acquired or proposed to be acquired of or by our Company.
Further, our Directors do not have any interest in any transaction by our Company for acquisition of land, construction of building
or supply of machinery during the three years preceding the date of this Draft Red Herring Prospectus.
None of our Directors have availed loans from our Company.
Business interest
Except in the ordinary course of business and as disclosed in “Restated Financial Information – Note 40.8”, our Directors do not
have any other business interest in our Company.
HH.Z Changes to our Board in the last three years
The changes to our Board during the three years immediately preceding the date of this Draft Red Herring Prospectus are set
forth below:
Name Date of appointment/ cessation Designation (at the time of Reason

reappointment/resignation/ appointment/ cessation
regularisation reappointment/resignation/
regularisation)
Rajeev Jain December 7, 2024 Managing Director Appointment as Chairman and
Re-appointment
Nitin Jain December 7, 2024 Executive Director Re- Appointment
Bina Jain February 8, 2022 Non-Executive Director Change in designation to
Executive Director
Avanish Singh Visen December 7, 2024 Non-Executive Director Change in designation to
Executive Director
Anil Kumar Jha December 21, 2024 Independent Director Appointment
Sudhir Arya December 21, 2024 Independent Director Appointment
Vikas Modi December 21, 2024 Independent Director Appointment
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Name Date of appointment/ cessation Designation (at the time of Reason
reappointment/resignation/ appointment/ cessation
regularisation reappointment/resignation/
regularisation)
Vinod Kumar December 21, 2024 Independent Director Appointment
Srivastava
II.Z Corporate Governance
The provisions of the Companies Act, 2013, along with 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 requirements of the applicable regulations in respect of corporate governance in accordance with the SEBI
Listing Regulations, and the Companies Act, 2013, pertaining to the composition of our Board and constitution of the committees
thereof.
Our Company undertakes to take all necessary steps to continue to comply with all the requirements of the SEBI Listing
Regulations and the Companies Act, 2013.
JJ.Z Committees of our Board
In terms of the SEBI Listing Regulations and the provisions of the Companies Act, 2013, our Company has constituted the
following Board-level committees:
1. Audit Committee;
2. Nomination and Remuneration Committee;
3. Stakeholders’ Relationship Committee;
4. Corporate Social Responsibility Committee;
5. Risk Management Committee; and
6. IPO Committee
1. Audit Committee
The Audit Committee was constituted by our Board on December 21, 2024 pursuant to a resolution passed by our Board at its
meeting held on December 21, 2024. The composition of the Audit Committee and its terms of reference are in compliance with
Regulation 18 of the SEBI Listing Regulations and Section 177 of the Companies Act, 2013. The current constitution of the
Audit Committee is as follows:
Name of the Director Position in the Committee Designation

Vinod Kumar Srivastava Chairman Independent Director
Vikas Modi Member Independent Director
Avanish Singh Visen Member Chief Executive Officer and Executive
Director
The scope and functions of the Audit Committee are as follows:
a. overseeing the Company’s financial reporting process, examination of the financial statement and the auditor’s report
thereon and disclosure of its financial information to ensure that the financial statements are correct, sufficient and
credible;
b. recommending to the Board, the appointment, re-appointment, removal and replacement, remuneration and the terms
of appointment of the auditors of the Company, including fixing the audit fees;
c. reviewing and monitoring the statutory auditors’ independence and performance and the effectiveness of audit process;
d. approving payments to the statutory auditors for any other services rendered by statutory auditors;
e. reviewing with the management, the annual financial statements and the auditors’ report thereon before submission to
the Board for approval, with particular reference to:
i) matters required to be stated in the Directors’ responsibility statement to be included in the Board’s report in terms
of Section 134(3)(c) of the Companies Act;
ii) changes, if any, in accounting policies and practices and reasons for the same;
iii) major accounting entries involving estimates based on the exercise of judgment by management;
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iv) significant adjustments made in the financial statements arising out of audit findings;
v) compliance with listing and other legal requirements relating to financial statements;
vi) disclosure of any related party transactions; and
vii) qualifications and modified opinions in the draft audit report.
f. reviewing, with the management, the quarterly financial statements before submission to the Board for approval;
g. scrutinizing inter-corporate loans and investments;
h. undertaking or supervising valuation of undertakings or assets of the Company, wherever it is necessary;
i. evaluation of internal financial controls and risk management systems;
j. formulating a policy on related party transactions, which shall include materiality of related party transactions;
k. approving transactions of the Company with related parties, or any subsequent modification thereof and omnibus
approval for related party transactions proposed to be entered into by the Company subject to such conditions as may
be prescribed;
l. 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;
m. reviewing, along 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 utilization of proceeds
of a public or rights issue, preferential issue or qualified institutions placement and making appropriate
recommendations to the Board to take up steps in this matter;
n. establishing a vigil mechanism for directors and employees to report their genuine concerns or grievances;
o. Overseeing the vigil mechanism established by the Company, with the chairman of the Audit Committee directly
hearing grievances of victimization of employees and directors, who used vigil mechanism to report genuine concerns
in appropriate and exceptional cases.
p. reviewing, with the management, the performance of statutory and internal auditors and adequacy of the internal control
systems;
q. 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;
r. discussing with internal auditors any significant findings and follow up thereon;
s. 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;
t. discussing with the 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;
u. looking into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in
case of non-payment of declared dividends) and creditors;
v. approving the appointment of the chief financial officer, or any other person heading the finance function or discharging
that function, after assessing the qualifications, experience and background, etc. of the candidate;
w. reviewing the functioning of the whistle blower mechanism;
x. ensuring that an information system audit of the internal systems and process is conducted at least once in two years to
assess operational risks faced by the Company;
y. formulating, reviewing and making recommendations to the Board to amend the Audit Committee charter from time to
time;
z. reviewing the utilization of loan and/or advances from investment by the holding company in the subsidiaries exceeding
₹ 100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans / advances /
investments;
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aa. considering and commenting on rationale, cost-benefits and impact of schemes involving merger, demerger,
amalgamation etc., on the Company and its shareholders;
bb. investigating any activity within its terms of reference, seeking information from any employee, obtaining outside legal
or other professional advice and securing attendance of outsiders with relevant expertise, if it considers necessary;
cc. reviewing compliance with the provisions of Securities and Exchange Board of India (Prohibition of Insider Trading)
Regulations, 2015, as may be amended from time to time at least once in a financial year and verify that systems for
internal control are adequate and are operating effectively;
dd. reviewing:
i. Any show cause, demand, prosecution and penalty notices against the Company or its Directors which are
materially important including any correspondence with regulators or government agencies and any published
reports which raise material issues regarding the Company’s financial statements or accounting policies;
ii. Any material default in financial obligations by the Company;
iii. Any significant or important matters affecting the business of the Company; and
ee. performing such other functions as may be delegated by the Board and/or prescribed under the SEBI Listing
Regulations, listing agreements, the Companies Act or other applicable law.”
The powers of the Audit Committee will include the following:
a. to investigate activity within its terms of reference;
b. to seek information from any employees;
c. to obtain outside legal or other professional advice;
d. to secure attendance of outsiders with relevant expertise, if it considers necessary; and
e. to have such powers as may be prescribed under the Companies Act and the SEBI Listing Regulations.”
The Audit Committee shall mandatorily review the following information:
a. management’s discussion and analysis of financial condition and result of operations;
b. management letters/letters of internal control weaknesses issued by the statutory auditors;
c. internal audit reports relating to internal control weaknesses;
d. the appointment, removal and terms of remuneration of the chief internal auditor;
e. the examination of the financial statements and the auditors’ report thereon; and
f. statement of deviations, including:
i) quarterly statement of deviation(s), including report of monitoring agency, if applicable, submitted to stock
exchange(s) in terms of Regulation 32(1) of the SEBI Listing Regulations; and
ii) annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice in
terms of Regulation 32(7) of the SEBI Listing Regulations.
g. the financial statements, in particular, the investments made by any unlisted subsidiary.”
The Audit Committee shall have the authority to investigate into any matter in relation to the items specified under the terms of
reference or such other matter as may be referred to it by the Board and for this purpose, shall have full access to information
contained in the records of the Company and shall have power to seek information from any employee, obtain external
professional advice, and secure attendance of outsiders with relevant expertise if necessary.
2. Nomination and Remuneration Committee (“NRC”)
The NRC was constituted by our Board on December 21, 2024 pursuant to resolution of our Board dated December 21, 2024.
The composition of the NRC and its terms of reference are in compliance with Regulation 19 of the SEBI Listing Regulations
and Section 178 of the Companies Act, 2013. The current constitution of the NRC is as follows:
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Name of Director Position in the committee Designation
Vikas Modi Member Independent Director
Sudhir Arya Member Independent Director
The scope and function of the NRC are as follows:
a) Formulating criteria for determining qualifications, positive attributes, and independence of a director, and
recommending to the Board a policy relating to the remuneration of directors, key managerial personnel, and other
employees (“Remuneration Policy”), ensuring alignment with the Company’s long-term strategic objectives and
safeguarding the influence of stakeholders.
b) For every appointment of an independent director, evaluate the balance of skills, knowledge, and experience on the
Board, and based on 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: (a) Use the
services of external agencies, if required; (b) Consider candidates from a wide range of backgrounds, having due regard
to diversity, while ensuring strategic alignment with the Company’s goals; (c) Consider the time commitments of the
candidates.
c) Formulating criteria for evaluating the performance of independent directors and the Board.
d) Devising a policy on Board diversity, ensuring that while diversity is considered, it does not override the strategic needs
and the control of the Board by promoters and directors.
e) Identifying persons qualified to become directors and who may be appointed in senior management, in accordance with
the criteria laid down, and recommending their appointment and removal to the Board. Carrying out the evaluation of
every director’s performance, including independent directors.
f) Extending or continuing the term of appointment of an independent director, based on the report of performance
evaluation.
g) Recommending to the Board, all remuneration, in whatever form, payable to senior management, ensuring alignment
with Company strategy and retention of promoter influence.
h) Analyzing, monitoring, and reviewing various human resource and compensation matters.
i) Determining the Company’s policy on specific remuneration packages for executive directors, including pension rights
and any compensation payments, and determining remuneration packages for such directors.
j) The Committee, while formulating the Remuneration Policy, shall ensure that: (a) The level and composition of
remuneration is reasonable and sufficient to attract, retain, and motivate directors of the quality required to run the
Company successfully; (b) The relationship of remuneration to performance is clear and meets appropriate performance
benchmarks; (c) 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.
k) Performing such functions as required under the Securities and Exchange Board of India (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021, as amended, including: (a) Administering any existing and proposed
employee stock option schemes formulated by the Company from time to time (the “Plan”); (b) Determining the
eligibility of employees to participate under the Plan; (c) Granting options to eligible employees and determining the
date of grant; (d) Determining the number of options to be granted to an employee; (e) Determining the exercise price
under the Plan; and (f) Construing and interpreting the Plan and any agreements defining the rights and obligations of
the Company and eligible employees under the Plan, and prescribing, amending, and/or rescinding rules and regulations
relating to the administration of the Plan.
l) Framing suitable policies, procedures and systems to ensure that there is no violation of securities laws, as amended
from time to time, including:
(i) the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended;
(ii) the Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices Relating to
the Securities Market) Regulations, 2003, as amended; and
(iii) SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 by the Company and its
employees, as applicable.
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m) Carrying out any other activities as may be delegated by the Board or as may be required under the Companies Act, the
SEBI Listing Regulations, or any other applicable law, as may be amended from time to time.
3. Corporate Social Responsibility Committee (“CSR Committee”)
The CSR Committee was re-constituted on December 21, 2024 pursuant to resolution of our Board dated December 21,
2024. The composition of the CSR Committee and its terms of reference are in compliance with Section 135 of the
Companies Act, 2013. The current constitution of the CSR Committee is as follows:

Bina Jain Chairman Executive Director
Rajeev Jain Member Chairman and Managing Director
Avanish Singh Visen Member Chief Executive Officer and Executive Director
Vinod Kumar Srivastava Member Independent Director
The terms of reference of the CSR Committee are as follows:
a. formulating and recommending to the Board, the policy on corporate social responsibility (“CSR”, and such policy, the
“CSR Policy”), indicating the CSR activities to be undertaken as specified in Schedule VII of the Companies Act;
b. identifying corporate social responsibility policy partners and corporate social responsibility policy programmes;
c. recommending the amount of expenditure to be incurred on the CSR activities and the distribution of the same to various
corporate social responsibility programmes undertaken by the Company;
d. formulating the annual action plan of the Company;
e. delegating responsibilities to the CSR team and supervising proper execution of all delegated responsibilities;
f. monitoring the CSR Policy and CSR programmes and their implementation by the Company from time to time and
issuing necessary directions as required for proper implementation and timely completion of CSR programmes; and
g. performing such other activities as may be delegated by the Board and/or prescribed under any law to be attended to by
the Corporate Social Responsibility Committee.”
4. Stakeholders Relationship Committee (“SRC”)
The SRC was constituted on December 21, 2024 pursuant to resolution of our Board dated December 21, 2024. The
composition of the SRC and its terms of reference are in compliance with Regulation 20 of the SEBI Listing Regulations
and Section 178 of the Companies Act, 2013. The current constitution of the SRC is as follows:

Rajeev Jain Member Chairman and Managing Director
The scope and function of the SRC are as follows:
a. redressal of grievances of the shareholders, debenture holders and other security holders of the Company including
complaints related to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends,
issue of new/duplicate certificates, general meetings etc. and assisting with quarterly reporting of such complaints;
b. reviewing measures taken for effective exercise of voting rights by the shareholders;
c. investigating complaints relating to allotment of shares, approving transfer or transmission of shares, debentures or any
other securities; reviewing adherence to the service standards adopted by the Company in respect of various services
being rendered by the registrar and share transfer agent and recommending measures for overall improvement in the
quality of investor services;
d. reviewing 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;
e. reviewing adherence to the service standards adopted by the Company in respect of various services being rendered by
the registrar and share transfer agent;
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f. formulating procedures in line with the statutory guidelines to ensure speedy disposal of various requests received from
shareholders from time to time;
g. approving, registering, refusing to register transfer or transmission of shares and other securities;
h. Allotment and listing of shares;
i. giving effect to dematerialisation of shares and re-materialisation of shares, sub-dividing, consolidating and/or replacing
any share or other securities certificate(s) of the Company, compliance with all the requirements related to shares,
debentures and other securities from time to time;
j. issuing duplicate share or other security(ies) certificate(s) in lieu of the original share/security(ies) certificate(s) of the
Company; and
k. performing such other functions as may be delegated by the Board and/or prescribed under the SEBI Listing Regulations
and the Companies Act or other applicable law or by any regulatory authority and performing such other functions as
may be necessary or appropriate for the performance of its duties.”
5. Risk Management Committee (“RMC”)
The RMC was constituted on December 21, 2024 pursuant to resolution of our Board dated December 21, 2024. The
composition of the RMC Committee and its terms of reference are in compliance with regulation 21 of the SEBI Listing
Regulations. The current constitution of the RMC is as follows:

Rajeev Jain Chairman Chairman and Managing Director
Vinod Kumar Srivastava Member Independent Director
The scope and function of the RMC are as follows:
a. To formulate a detailed risk management policy which shall include:
(i) A framework for identification of internal and external risks specifically faced by the Company, in particular
including financial, operational, sectoral, sustainability (particularly, ESG related risks), information, cyber
security risks or any other risk as may be determined by the risk management committee;
(ii) Measures for risk mitigation including systems and processes for internal control of identified risks; and
(iii) Business continuity plan.
b. To ensure that appropriate methodology, processes and systems are in place to monitor and evaluate risks associated
with the business of the Company;
c. To monitor and oversee implementation of the risk management policy of the Company, including evaluating the
adequacy of risk management systems;
d. To periodically review the risk management policy of the Company, at least once in two years, including by considering
the changing industry dynamics and evolving complexity;
e. To keep the board of directors informed about the nature and content of its discussions, recommendations and actions
to be taken;
f. To set out risk assessment and minimization procedures and the procedures to inform the Board of the same;
g. To frame, implement, review and monitor the risk management policy for the Company and such other functions,
including cyber security;
h. To review the status of the compliance, regulatory reviews and business practice reviews;
i. To review and recommend the Company’s potential risk involved in any new business plans and processes;
j. To review the appointment, removal and terms of remuneration of the chief risk officer, if any; and
k. To perform such other activities as may be delegated by the Board and/or prescribed under any law to be attended to by
the Risk Management Committee.”
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6. IPO Committee
The IPO Committee was constituted on December 7, 2024 pursuant to resolution of our Board dated December 7, 2024.
The current constitution of the IPO Committee is as follows:
Name of member Position in the committee Designation

Rajeev Jain Chairman Chairman and Managing Director
Nitin Jain Member Executive Director
Deepak Garg Member CFO
Arun Kumar Upadhyay Member Company Secretary and Compliance Officer
The scope and function of the IPO Committee are as follows:
a. approving all actions and signing and/or modifying agreements or other documents required to dematerialize the
Equity Shares, including seeking the admission of the Equity Shares into the Central Depository Services (India)
Limited (the "CDSL") and the National Securities Depository Limited (the "NSDL") and signing and/or modifying,
as the case may be, agreements and/or such other documents as may be required with NSDL, CDSL, registrar and
transfer agents and such other agencies, as may be required in this connection with power to authorize one or more
officers of the Company to execute all or any of the aforementioned documents;
b. finalizing, settling, approving and adopting the draft red herring prospectus (the "DRHP"), the red herring
prospectus (the "RHP"), the prospectus (the "Prospectus"), the preliminary and final international wraps, and any
amendments, supplements, notices or corrigenda thereto, together with any summaries thereof (collectively, the
"Offer Documents");
c. arranging for the submission, filing and/or withdrawal of the Offer Documents including incorporating such
alterations, corrections or modifications as may be required by the Government of India, the Securities and
Exchange Board of India (the "SEBI"), the Reserve Bank of India (the "RBI"), the Registrar of Companies, Gujarat
at Ahmedabad (the "RoC"), the stock exchanges where the Equity Shares are to proposed be listed (the "Stock
Exchanges"), or any other relevant governmental, statutory, regulatory and/or any other competent authorities
(collectively, the "Regulatory Authorities") or in accordance with the rules, regulations, guidelines, notifications,
circulars and clarifications issued therefrom time to time by any Regulatory Authorities (collectively, "Applicable
Laws"), and taking all such actions as may be necessary for submission, withdrawal and filing of the Offer
Documents;
d. taking all actions as may be necessary or authorized, in connection with the offer for sale by certain existing
shareholders of the Company ("Promoter Selling Shareholders"), including taking on record the approval of the
Selling Shareholders for offering their Equity Shares pursuant to the Offer, including the quantum in terms of
number of Equity Shares or amount entirely to the Promoter Selling Shareholders in the Offer, allowing revision
of the offer for sale portion in case any Promoter Selling Shareholder decides to revise it, in accordance with the
Applicable Laws;
e. approving and issuing notices and/or advertisements in relation to the Offer as it may deem fit and proper in
accordance with Applicable Laws and in consultation with the relevant intermediaries appointed for the Offer;
f. approving the relevant Restated Financial Information to be issued in connection with the Offer;
g. approving any steps towards compliance with corporate governance requirements, policies or codes of conduct of
the Board, officers and other employees of the Company that may be considered necessary by it or as may be
required under Applicable Laws or the listing agreements to be entered into by the Company with the Stock
Exchanges, including, without limitation, policies on insider trading, whistle-blower mechanism, risk management
and any other policies as may be required to be formulated under the Companies Act, 2013, as amended and the
regulations prescribed by the SEBI including the Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations, 2018, as amended, the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, as amended, and the Securities and Exchange Board
of India (Prohibition of Insider Trading) Regulations, 2015, as amended;
h. appointing and instructing the book running lead managers, syndicate members, bankers to the Offer, the registrar
to the Offer, underwriters, escrow agents, monitoring agency, accountants, auditors, legal counsel, depositories,
custodians, credit rating agencies, advertising agencies and all such persons, agencies or intermediaries as may be
involved in or concerned with the Offer and whose appointment is required in relation to the Offer, to the extent
relevant, including any successors or replacements thereof, by way of commission, brokerage, fees or the like, and
negotiating, finalizing and settling the respective terms of their appointment and executing and delivering or
arranging the delivery of, and if deemed fit, terminating the various agreements for such appointment, including
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any syndicate agreement, underwriting agreement, share escrow agreement, escrow agreement, sponsor bank
agreement, agreement with registrar in relation to the Offer, and advertising agencies and any other intermediaries
or parties in connection with the Offer;
i. opening and operating bank accounts, share/securities accounts, escrow or custodian accounts, in India or abroad,
in Rupees or in any other currency, in accordance with the terms of any agreement entered into in this respect and
subject to Applicable Laws;
j. opening and operating bank accounts of the Company in terms of Section 40(3) of the Companies Act, 2013, as
amended, in respect of the Offer and to authorize one or more officers of the Company to execute all
documents/deeds as may be necessary in this regard;
k. authorizing and approving the incurring of expenditure and the payment of fees, commissions, brokerage,
remuneration and reimbursement of expenses in connection with the Offer, in accordance with the terms of any
agreement entered into in this respect and subject to Applicable Laws;
l. seeking the listing of the Equity Shares on the Stock Exchanges, submitting listing applications to the Stock
Exchanges and taking all such actions as may be necessary in connection with obtaining such listing, including,
without limitation, entering into listing agreements with the Stock Exchanges;
m. seeking, if required, the consents, approvals and waivers of the Company’s lenders, industry data providers, parties
with whom the Company has entered into various commercial and other agreements, all concerned Regulatory
Authorities in India or outside India, and any other consents, approvals or waivers that may be required in
connection with the Offer;
n. submitting undertakings/certificates or providing clarifications to the SEBI and the Stock Exchanges;
o. deciding in consultation with the book running lead managers the size and timing and all other terms and conditions,
including any amendments thereto, of the Offer and/or the number of Equity Shares to be offered, transferred and/or
allotted in the Offer, including any reservation of Equity Shares for any category or categories of persons as
permitted under Applicable Laws any rounding off in the event of any oversubscription as permitted under
Applicable Laws, and to accept any amendments, modifications, variations or alterations thereto;
p. determining in consultation with the book running lead managers and/or any other advisors, the price at which the
Equity Shares will be offered, transferred and/or allotted to investors in the Offer in accordance with Applicable
Laws and determining the discount, if any, proposed to be offered to eligible categories of investors;
q. determining in consultation with the book running lead managers and/or any other advisors, the price band and
minimum bid lot for the purpose of bidding, any revision to the price band and the final Offer price (including the
price at which Equity Shares are offered, transferred and/or allotted to anchor investors in the Offer, if any) after
bid closure;
r. determining, in consultation with the book running lead managers and/or any other advisors, the bid opening and
closing dates (including the bidding date in case of anchor investors, if any), including extending the Bid/Offer
period;
s. determining the utilization of proceeds of the fresh issue of Equity Shares by the Company and accepting and
appropriating proceeds of the fresh issue in accordance with the Applicable Laws;
t. finalizing in consultation with the book running lead managers, the Stock Exchanges and/or any other advisors, the
basis of allocation and allotment and transfer of Equity Shares to retail investors/non-institutional
investors/qualified institutional buyers and any other investor permitted under Applicable Laws to purchase the
Equity Shares pursuant to the Offer;
u. approving/taking on record the transfer of the Equity Shares pursuant to the offer for sale by the Promoter Selling
Shareholders in the Offer;
v. issuing receipts/allotment letters/confirmation of allocation notes, either in physical or in electronic mode,

representing the underlying Equity Shares, with such features and attributes as may be required and to provide for
the tradability and free transferability thereof as per market practices and regulations, including listing on one or
more stock exchanges;
w. taking all actions as may be necessary or authorized in connection with the Offer;
x. Authorizing any concerned person on behalf of the Company to give such declarations, affidavits, certificates,
consents, and authorities as may be required from time to time in relation to the Offer.
258
y. Doing all such acts, deeds, matters, and things and executing all such other documents, etc., as it may, in its absolute
discretion, deem necessary or desirable for the Offer, in consultation with the book running lead managers.
z. Taking such actions, giving such directions, as may be necessary or desirable as regards the Offer and to do all
such acts, matters, deeds, and things, including but not limited to the allotment of Equity Shares against the valid
applications received in the Offer, as are in the best interests of the Company.
aa. Authorizing any officers (the "Authorized Officers"), for and on behalf of the Company, to negotiate, finalize,
execute, deliver, and terminate, on a several basis, any agreements and arrangements as well as amendments or
supplements thereto that any such Authorized Officer considers necessary, desirable, or advisable, in connection
with the Offer, including, without limitation, engagement letter(s), memoranda of understanding, the listing
agreements with the Stock Exchanges, the registrar's agreement, the depositories agreements, the offer agreement
with the Promoter Selling Shareholders and the book running lead managers (and other entities as appropriate), the
underwriting agreement, the share escrow agreement, the syndicate agreement, the cash escrow and sponsor bank
agreement, confirmation of allocation notes, the advertisement agency agreement, and any agreement or document
in connection with any Pre-IPO Placement (including any placement agreement, escrow agreement, and Offer
documentation), with, and to make payments to or remunerate by way of fees, commission, brokerage, or the like
or reimburse expenses incurred in connection with the Offer by the book running lead managers, lead managers,
syndicate members, placement agents, registrar to the Offer, bankers to the Offer, managers, underwriters, escrow
agents, accountants, auditors, legal counsel, depositories, credit rating agencies, advertising agencies, monitoring
agencies, and all such persons or agencies as may be involved in or concerned with the Offer, and any such
agreements or documents so executed and delivered and acts and things done by any such Authorized Officer shall
be conclusive evidence of the authority of the Authorized Officer and the Company in so doing.
bb. Authorizing any Authorized Officer, for and on behalf of the Company, to severally take any and all action in
connection with making applications, seeking clarifications, and obtaining approvals (or entering into any
arrangement or agreement in respect thereof) in connection with the Offer, including, without limitation,
applications to, and clarifications or approvals from the Regulatory Authorities, any lenders to the Company, any
party with whom the Company has entered into commercial and other agreements or any other third parties, and
that any such action already taken or to be taken is hereby ratified, confirmed, and/or approved as the act and deed
of the Authorized Officer and the Company, as the case may be.
cc. Severally authorizing the Authorized Officers, for and on behalf of the Company, to do or cause to be done any
and all acts, deeds, matters, or things as any such Authorized Officer may deem necessary, desirable, or expedient
in order to carry out the purposes and intent of the foregoing resolutions or the Offer, and any documents so
executed and delivered or acts, deeds, matters, and things done or caused to be done by any such Authorized Officer
shall be conclusive evidence of the authority of such Authorized Officer and the Company in so doing, and any
such document so executed and delivered or acts, deeds, matters, and things done or caused to be done by any such
Authorized Officer prior to the date hereof are hereby ratified, confirmed, and approved as the act and deed of the
Authorized Officer and the Company, as the case may be.
dd. Executing and delivering any and all documents, papers, or instruments and doing or causing to be done any and
all acts, deeds, matters, or things as it may deem necessary, desirable, or expedient in order to carry out the purposes
and intent of the foregoing resolutions or the Offer; and any documents so executed and delivered or acts, deeds,
matters, and things done or caused to be done by the IPO.
ee. To delegate any of its powers set out under (a) to (ee) hereinabove, as may be deemed necessary and permissible
under Applicable Laws to the officials of the Company.
259
A.Z Management Organisation Chart
Rajeev Jain
Chairman & Nitin Jain Bina Jain Avanish Singh Visen
Managing Director Executive Director
Executive Director Executive Director
Sudhir Arya Vinod Kumar Srivastava

Anil Kumar Jha Independent Vikas Modi Independent Director
Independent Director Director Independent Director
Avanish Singh Visen

Chief Executive Officer
Deepak Garg Arun Kumar

Chief Financial Officer Upadhyay
Company Secretary and
Compliance Officer
Abhijit Ravikiran Vineet Rai

Sudhir Kumar Mirajkar Deputy General Manager
Head - Operations Head - R&D (sales and marketing)
Brief profiles of our Key Managerial Personnel

In addition to Rajeev Jain, Bina Jain, Nitin Jain and Avanish Singh Visen whose details are disclosed under “– Brief profiles of
our Directors” on page 246 above, the details of our other Key Managerial Personnel as on the date of this Draft Red Herring
Prospectus are set forth below:
Deepak Garg is the Chief Financial Officer of our Company and has been associated with our Company since October 21, 2024.
He holds a bachelor’s degree in commerce from University Commerce College, Jaipur. He is a Chartered Accountant and an
associate member of the Institute of Chartered Accountants of India and Cost and Works Accountant. He is currently responsible
for financial functions of our Company. He was previously associated with Jindal (India) Limited as the Chief Financial Officer
(Finance, Accounts and MIS) for 2 years. He has not received any remuneration in Fiscal 2024.
Arun Kumar Upadhyay is the Company Secretary and Compliance Officer of our Company and has been associated with our
Company since November 26, 2024. He holds a bachelor of science degree from Dr. Bhimrao Ambedkar University, Agra. He
has completed his bachelor’s degree in law from Dr. Bhimrao Ambedkar University, Agra. He is currently admitted as a fellow
associate member of the Institute of Company Secretaries of India. He is primarily responsible for secretarial matters and
regulatory compliance in our Company. He was previously associated with MYND Integrated Solutions Private Limited, RMG
Autometers Gas Technologies Limited and Vacmet India Limited. He has not received any remuneration in Fiscal 2024.
Brief profiles of our Senior Management Personnel
In addition to Deepak Garg, the Chief Financial Officer of our Company, and Arun Kumar Upadhyay the Company Secretary
and Compliance Officer of our Company, whose details are provided in “– Brief profiles of our Key Managerial Personnel” on
page 260 above, the details of other Senior Management Personnel, is set forth below:
Sudhir Kumar is the head of Operations of our Company. He has been associated with our Company since April 1, 2008. He
holds a bachelor’s degree in mechanical engineering from Adichunchanagri Institute of Technology, Chikmagalur. He has
received recognition for six sigma green belt and for completing a three day Internal Auditor training programme on integrated
management system and for successfully completing a two day advance programme conducted by Chamber of Commerce and
260
Industry. He is responsible for management of operations of our Company. In the Fiscal 2024, he received a remuneration of ₹
3.00 million.
Abhijit Ravikiran Mirajkar is the R&D Head of our Company. He has been associated with our Company since November
26, 2024. He holds a master’s degree in engineering (automotive product design) from Coventry University. He was earlier
engaged with Hi-Tech Fine Blanks, Mastercrafts Engineers Private Limited, CK Skills and Research Development Private
Limited. He has completed a two-and-a-half-year course of instruction in theory and practicum and has received certification
and a diploma in tool and die-making He is currently responsible for Head of R&D division in our Company. He has not received
any remuneration in Fiscal 2024.
Vineet Rai is the Deputy General Manager (sales and marketing) of our Company. He has been associated with our Company
since July 12, 2021. He was enrolled in Dr. A.P.J Abdul Kalam Technical University, Uttar Pradesh (formerly known as Gautam
Buddh Technical University) to pursue bachelor of technology (mechanical engineering). He was associated with Pinak
International, PPS International, Schneider International and Welman Elevator (India) Private Limited. He is currently
responsible for overseeing the sales and marketing in our Company. In the Fiscal 2024, he received a remuneration of ₹ 2.28
million.
B.Z Status of the Key Managerial Personnel and Senior Management Personnel
All our Key Managerial Personnel and Senior Management Personnel are permanent employees of our Company.
C.Z 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 applicable statutory benefits upon termination of their employment in our Company, none of our Key Managerial
Personnel and Senior Management Personnel is entitled to receive any benefits upon their retirement or termination of their
employment with our Company.
D.Z Relationships between Key Managerial Personnel and/or Senior Management Personnel
Except as disclosed under “– Relationship between our Directors” on page 247, none of our Key Managerial Personnel or Senior
Management Personnel are related to any of our Directors, or other Key Managerial Personnel and Senior Management Personnel
of the Company.
E.Z Arrangements and understanding with major Shareholders, customers, suppliers or others
A.Z
B.Z 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.
C.Z
F.Z Shareholding of the Key Managerial Personnel and Senior Management Personnel
Except as disclosed in the “Shareholding of the Directors” on page 250, none of our Key Managerial Personnel and Senior
Management Personnel hold any Equity Shares as on date of this Draft Red Herring Prospectus.

Number of Percentage
Sr. No. of
Name Equity Shares of Equity
No. Percentage of Equity Share capital (%) Equity
of face value Share
Shares
of ₹ 1 each capital (%)*
1. Abhijit Ravikiran Mirajkar 81,950 0.08 [●] [●]
2. Sudhir Kumar 102,520 0.10 [●] [●]
3. Vineet Rai 51,260 0.05 [●] [●]
Total 235,730 0.23 [●] [●]
G.Z Payment or benefits to Key Managerial Personnel and Senior Management Personnel
In Fiscal 2024, our Company has not paid any compensation or granted any benefit on an individual basis to any of our Key
Managerial Personnel or Senior Management Personnel (including contingent or deferred compensation) other than the
remuneration as disclosed above in “– Terms of appointment of our Executive Directors”, “– Payment or benefits to Directors”
and “– Key Managerial Personnel and Senior Management Personnel” on pages 358, 359 and 370 respectively.
H.Z Bonus or profit-sharing plan of the Key Managerial Personnel and Senior Management Personnel
261
Our Company does not have any performance linked bonus or a profit-sharing plan for our Key Managerial Personnel and Senior
Management Personnel as on the date of this Draft Red Herring Prospectus. For further details, see “–Terms of appointment of
our Executive Directors” and “– Bonus or profit-sharing plan for our Directors” on pages 358 and 357, respectively.
I.Z Interests of Key Managerial Personnel and Senior Management Personnel
For details of the interest of the Managing Director and Executive Directors of our Company, see “–Interests of Directors” on
page 250.
Other than our Executive Directors, our other Key Managerial Personnel and Senior Management Personnel are interested in our
Company only to the extent of the remuneration or benefits to which they are entitled in accordance with the terms of their
appointment or reimbursement of expenses incurred by them during the ordinary course of business by our Company or any
dividend payable to them.
None of our Key Managerial Personnel and Senior Management Personnel hold employee stock options in our Company.
J.Z Changes in the Key Managerial Personnel and Senior Management Personnel in last three years
Other than as disclosed under “– Changes to our Board in the last three years” on page 250, the changes to our Key Managerial
Personnel and Senior Management Personnel during the three years immediately preceding the date of this Draft Red Herring
Prospectus are set forth below:
Date of appointment/
Name Reason
cessation
Avanish Singh Visen July 20, 2024 Appointment as the Chief Executive Officer
Arun Kumar Upadhyay November 26, 2024 Appointment as the Company Secretary and compliance officer
Deepak Garg October 21, 2024 Appointment as the CFO
Rakesh Kumar October 19, 2024 Resignation due to pre-occupation
Further, the attrition rate of the Key Managerial Personnel and Senior Management Personnel of our Company is not high as
compared to our peers.
K.Z Payment or benefit to officers of our Company (non-salary related)
No amount or benefit has been paid or given since incorporation or intended to be paid or given to any officer of the Company,
including our Key Managerial Personnel and Senior Management Personnel.
L.Z Employee stock options

D.Z
E.Z For details of the ESOP Scheme implemented by our Company, see “Capital Structure – Employee Stock Option Plan” on page
100.
M.Z Other confirmations
None of our Key Managerial Personnel and Senior Management have any conflict of interest with the suppliers of raw materials,
third party service providers or lessors of immovable properties, crucial to our business and operations of our Company.
There are no conflicts of interest between our Key Managerial Personnel and any lessors of immovable properties taken on lease
by the Company (crucial for operations of the Company).
262
OUR PROMOTERS AND PROMOTER GROUP
Promoters
Bina Jain, Rajeev Jain, and Nitin Jain are the Promoters of our Company. As on the date of this Draft Red Herring Prospectus,
our Promoters collectively hold 100,469,600 Equity Shares, representing 98.03% of the pre-Offer issued, subscribed and paid-
up capital, on a fully diluted basis. For further details, see “Capital Structure - History of the Share Capital held by our Promoters
- Build-up of the Equity shareholding of our Promoters in our Company” on page 91.
Details of our Promoters are as follows:
Individual Promoter
Rajeev Jain, aged 55 years, is the Chairman and Managing Director and is the Promoter
of our Company.
Date of Birth: April 3, 1969
Address: D-6, Kalindi Colony, South Delhi, Delhi- 110065, India.
Permanent Account Number: AAKPJ6150A
For further details of his educational qualifications, professional experience, positions and
posts held in the past, other directorships and special achievements, see “Our
Management” on page 244.
Bina Jain, aged 75 years, is the Executive Director and is the Promoter of our Company.
Date of Birth: February 15, 1949
Permanent Account Number: AAJPJ0105A
For further details of her educational qualifications, professional experience, positions and
Nitin Jain, aged 49 years, is the Executive Director and is the Promoter of our Company.
Date of Birth: April 22, 1975
Permanent Account Number: ADJPJ0234B
For further details of his educational qualifications, professional experience, positions and
Our Company confirms that the permanent account number, bank account number, passport number, driving license number and
Aadhaar card number of each of our Promoters, shall be submitted to the Stock Exchanges, at the time of filing of this Draft Red
Herring Prospectus.
Change in the control of our Company
There has been no change in the control of our Company during the last five years immediately preceding the date of this Draft
Red Herring Prospectus. However, pursuant to a resolution dated December 7, 2024 adopted by our Board, Bina Jain, Rajeev
Jain, and Nitin Jain have been identified as Promoters of our Company. For further details, see “Capital Structure” on page 85.
Except as disclosed above, there has not been any change in control of our Company in the five years immediately preceding the
263
Interests of our Promoters and common pursuits
Our Promoters are interested in our Company to the extent: (1) that they have promoted our Company; (2) to the extent of their
direct and indirect shareholding in our Company, the shareholding of the relatives and entities in which the Promoters are
interested and which hold Equity Shares in our Company and the dividend payable upon such shareholding, if any, and other
distributions in respect of the Equity Shares held by them, their relatives or such entities, if any; (3) of being Director of our
Company, as applicable and the sitting fees / remuneration, benefits and reimbursement of expenses payable by our Company to
them, as per the terms of their employment agreement, as applicable; and (4) that our Company has undertaken transactions with
them, or their relatives or entities in which our Promoters hold shares or have an interest, if applicable. For further details, see
“Capital Structure”, “Our Management”, and “Summary of the Offer Document - Summary of Related Party Transactions” on
85, 244 and 22, respectively.
Except as disclosed in “Summary of the Offer Document - Summary of Related Party Transactions” on page 22 and “Our
Management – Interest of our Directors” on page 250, our Promoters are not interested in any transaction in acquisition of land,
construction of building or supply of machinery.
Our Promoters are not interested as a member of a firm or a company, and no sum has been paid or agreed to be paid to our
Promoters or to such firm or company in cash or shares or otherwise by any person either to induce our Promoters to become, or
qualify them as a director, or otherwise for services rendered by our Promoters or by such firm or company in connection with
the promotion or formation of our Company.
Except as disclosed below, our Promoters do not have any interest, whether direct or indirect, in any property acquired by our
Company within the preceding three years from the date of this Draft Red Herring Prospectus or proposed to be acquired by it
as on the date of this Draft Red Herring Prospectus.
Ajay Industrial Polymers Private Limited, who is a part of our Promoter Group, receive payments towards rent for the property
leased by them to our Company.
Except as stated in “Our Management” on page 244 and “Summary of the Offer Document - Summary of Related Party
Transactions” on page 22, there has been no payment of any amount or benefit given to our Promoters or the members of the
Promoter Group during the two years preceding the date of filing of this Draft Red Herring Prospectus nor is there any intention
to pay any amount or give any benefit to our Promoters or the members of the Promoter Group as on the date of filing of this
Our Promoters do not have any conflict of interest with third party service providers crucial for operations of our Company. Our
Promoters and the members of our Promoter Group does not have a conflict of interest with the suppliers of raw materials and
third party service providers (crucial for operations of the Company) or with lessors of our immovable property (crucial for
operations of the Company).
Except as disclosed in “Summary of the Offer Document - Summary of Related Party Transactions” on page 22 and “Our
Management – Interest of our Directors” on page 250, our Promoters do not have any conflict of interest with the lessors of
immovable properties (crucial for operations of our Company). Further, our Promoters are interested to the extent they have
provided guarantees in connection with our borrowings.
Companies or firms with which our Promoters have disassociated in the last three years
Our Promoters have not disassociated themselves from any company or firm during the three years preceding the date of filing
of this Draft Red Herring Prospectus.
Confirmations
Our Promoters have not been declared as a Wilful Defaulter or Fraudulent Borrower.
Our Promoters and the members of the Promoter Group have not been prohibited from accessing or operating in the capital
markets under any order or direction passed by SEBI or any other regulatory or governmental authority.
Other than as disclosed in “- Promoter Group – Entities forming part of our Promoter Group” and “Our Group Companies” and
“Our Management” on pages 263, 267 and 244, our Promoters are not involved in any other ventures. Further, our Promoters do
not have any direct interest in any venture that is involved in the same line of activity or business as conducted by our Company.
There has been no disciplinary action including penalty (including any outstanding actions) imposed by the SEBI or the Stock
Exchanges in the five years preceding the date of this Draft Red Herring Prospectus against our Promoters.
Except as disclosed below, our Promoters are not interested in any entity which holds any intellectual property rights that are
used by our Company.
264
As on the date of this Draft Red Herring Prospectus, we have filed the following trademark applications in the name of Ajay
Poly Private Limited for our logo which appears on the cover page of this Draft Red Herring Prospectus:
Sr No. Particulars Issuing Authority Date of Issue Validity

1. Trademark application bearing number 2938614 Trademark Registry April 10, 2015 April 10, 2035
under Class 17 of the Trade Marks Act, 1999
Material guarantees given by our Promoters with respect to the Equity Shares
Other than the guarantees provided by our Promoters in relation to certain of our loans as and when required, our Promoters has
not given any material guarantees to any third parties with respect to the Equity Shares as on the date of this Draft Red Herring
Prospectus. For details see, “Financial Indebtedness” and “Restated Financial Information” on pages 393 and 271, respectively.
Promoter Group
Details of the members of the Promoter Group of our Company in terms of Regulation 2(1)(pp) of the SEBI ICDR Regulations
(other than our Promoters) are provided below:
Natural persons forming part of our Promoter Group (other than our Promoters)
Sr. No. Name of Individual Relationship

Rajeev Jain
1. Anuradha Jain Spouse
2. Neeti Jatia* Sister
3. Devika Jain Daughter
4. Devanshi Jain Daughter
5. Shiv Kumar Jain Spouse’s father
6. Renu Jain Spouse’s mother
7. Sidhartha Jain Spouse’s brother
8. Radhika Jain Spouse’s sister
Bina Jain
1. Rani Jain Sister
2. Neeti Jatia* Daughter
3. Sharat Chand Jain* Spouse’s brother
4. Ajay Kumar Jain* Spouse’s brother
5. Anuradha Garg Spouse’s sister
6. Indu Agarwal Spouse’s sister
Nitin Jain
1. Kanupriya Jain Spouse
2. Neeti Jatia* Sister
3. Avyay Jain Son
4. Aadya Jain Daughter
5. Krishna Kumar Goenka Spouse’s father
6. Jayshree Goenka Spouse’s mother
7. Shivani Gupta** Spouse’s sister
8. Deepali Didwania** Spouse’s sister
Entities forming part of our Promoter Group
Sr. No. Name of the entity

1. Encraft India Private Limited
2. Ajay Industrial Polymers Private Limited
3. GLJ Reality Private Limited
4. A I C Plastics Private Limited
5. Enczo India Private Limited.
6. Devendra Chandra Jain HUF
7. Rajeev Jain HUF
8. Nitin Jain HUF
9. Misrilall Properties Private Limited
265
Sr. No. Name of the entity
10. Misrilall Pictures Private Limited
11. Misrilall Mines Private Limited
12. Misrilall Dharamchand Private Limited
13. Misrilall Jain Private Limited
14. R.McDILL & Co. Private Limited
15. The Jain China Clay Mines Private Limited
16. Radhika Woollen and Silk Mills Private Limited
17. Satvik Resources Private Limited
18. Pigments & Chromates (India) Private Limited
19. SKCL Capital Private Limited
20. SKCL Resources (FZE)
21. S.K. Consultants Limited
22. Myra Creation - Proprietorship
23. Unichem Finance & Enterprises Private Limited
24. Kanu Holdings Private Limited
*In connection with the Offer, our Company is required to identify persons and entities, in accordance with the requirements of Regulation 2(1)(pp) of the SEBI
ICDR Regulations, as members of the ‘promoter group’ of the Company. In terms of the Regulation 2(1)(pp) of the SEBI ICDR Regulations, (a) S.C Jain, brother
of the spouse of one of our Promoters, Bina Jain, and (b) A.K. Jain, brother of the spouse of one of our Promoters, Bina Jain , and (c) Neeti Jatia, daughter of
one of our Promoters, Bina Jain, and sister of our Promoters, Rajeev Jain and Nitin Jain qualify as members of the Promoter Group of the Company. Accordingly,
in terms of Regulations 2(1)(pp) of the SEBIICDR Regulations, (i) any body corporate in which 20% or more of the equity share capital is held by any Related
Individual or a firm or a Hindu Undivided Family in which any of the Related Individual is a member; (ii) any body corporate in which a body corporate
mentioned in (a) above, holds 20% or more of its equity share capital; and (iii) any Hindu Undivided Family or firm in which the aggregate share of the
Promoter and that of the Related Individual is equal to or more than 20% of the total capital, also forms part of our Promoter Group (collectively, the ‘Connected
Persons’). The Related Individual has expressed their unwillingness to be named as a member of the Promoter Group in this Draft Red Herring Prospectus and
any other document in relation to the Offer and to provide the necessary information and confirmation sought by our Company for disclosures which are
required to be included in relation to Promoter Group under the SEBI ICDR Regulations in this Draft Red Herring Prospectus. Our Company had filed an
application dated November 12, 2024 with SEBI under Regulation 300(1)(c) of the SEBI ICDR Regulations, requesting for relaxation of the strict enforcement
of the provisions of the SEBI ICDR Regulations with respect to identifying and disclosing, (a) S.C Jain, brother of the spous e of one of our Promoters, Bina
Jain, and (b) A.K. Jain, brother of the spouse of one of our Promoters, Bina Jain, and (c) Neeti Jatia, daughter of one of our Promoters, Bina Jain, and sister of
our Promoters, Rajeev Jain and Nitin Jain and body corporates/entities and HUFs in which the aforementioned individual holds 20% or more of the equity
share capital, as members of Promoter Group, and from disclosing information and confirmations regarding, and from, such natural person(s) and entities, as
required under the SEBI ICDR Regulations (“Exemption Applications”). The Exemption Applications are pending as on date of filing of this Draft Red Herring
Prospectus with SEBI. Since our Company has not been able to procure relevant information, from, and in relation to, the Related Individual and C onnected
Persons, and to comply with the provisions of the SEBI ICDR Regulations, the disclosures in relation to the Related Individual in this Draft Red Herring
Prospectus have been included to the best of our Company’s knowledge and to the extent the information was available and acce ssible in the public domain
published on the websites of (i) Watchout Investors (accessible at https://www.watchoutinvestors.com/); (ii) CIBIL (accessible at https://suit.cibil.com/), (iii)
BSE Limited (list of debarred entities accessible at https://www.bseindia.com/investors/debent.aspx); and (iv) National Stock Exchange of India Limited
(accessible at https://www.nseindia.com/regulations/member-sebi-debarred-entities), on a ‘name search’ basis. Further, since the Related Individual has
expressed his unwillingness to be named as a member of the Promoter Group in this Draft Red Herring Prospectus and any other document in relation to the
Offer and to provide the necessary information and confirmation sought, our Company has not been able to ascertain any entity forming part of the Connected
Persons which would qualify as a member of our Promoter Group. Neither our Company nor its subsidiaries in the past has engaged in any business or working
relationship with the Related Individual. Also, there is no direct or indirect financial interest which may benefit the Related Individual, by virtue of the Offer.
Accordingly, details in relation to the Connected Persons, which may qualify as a member of our Promoter Group have not been disclosed in this Draft Red
Herring Prospectus. Please see ‘Risk Factors- 11. Some of the members of our Promoter Group have not consented to the inclusion of, nor have they provided,
information or any confirmations or undertakings pertaining to themselves or the entities in which they hold interest, which are required to be disclosed in
relation to Promoter Group under the SEBI ICDR Regulations in this Draft Red Herring Prospectus. The disclosures relating to these members of the
Promoter Group has been included in this Draft Red Herring Prospectus based on information available in public domain. Accordingly, we cannot assure
you that the disclosures relating to such members of our Promoter Group are accurate, complete, or updated. Further, details in relation to Connected
Persons which may qualify as a member of our Promoter Group have not been disclosed in this Draft Red Herring Prospectus. In connection with the Offer,
the Company is required to identify persons and entities, in accordance with the requirements of Regulation 2(1)(pp) of the S EBI ICDR Regulations, as
members of the ‘promoter group’ of the Company.
** Pursuant to Regulation 2(1)(pp)(ii) of the SEBI ICDR Regulations, an ‘immediate relative’ of a promoter (i.e., any spouse of that person, or any parent,
brother, sister or child of the person or the spouse) is required to form part of the ‘Promoter Group’. Accordingly, while Ms. Shivani Gupta and Ms. Deepali
Didwania are members of the promoter group in accordance with Regulation 2(1)(pp) of the SEBI ICDR Regulations, the relevant confirmations and
undertakings in respect of their respective selves and their relevant entities as ‘promoter group’, as defined under the SEBIICDR Regulations (“Shivani and
Deepali Group”) have not been provided by them. Despite several attempts by the Company to obtain the relevant confirmations and information from the
Shivani and Deepali Group have refused to provide the relevant information. Since our Company has not been able to procure relevant information, from, and
in relation to, the Shivani and Deepali Group, and to comply with the provisions of the SEBI ICDR Regulations, the disclosures in relation to the Shivani and
Deepali Group in this Draft Red Herring Prospectus have been included to the best of our Company’s knowledge and to the extent the information was available
and accessible in the public domain published on the websites of Watchout Investors, CIBIL, BSE Limited, National Stock Exchange of India Limited, Ministry
of Corporate Affairs, and Crime Check. Our Company had filed an application dated December 28, 2024 with SEBI for seeking exemption under Regulation
300(1)(c) of the SEBI ICDR Regulations, from disclosing details of Shivani and Deepali Group, and entities forming part of their Promoter Group, to the extent
that such information is not available in the public domain.
266
OUR GROUP COMPANIES
In terms of the SEBI ICDR Regulations, the term “group companies”, includes:
1. such companies (other than promoter(s) and subsidiary(ies)) with which the relevant issuer company had related party
transactions, during the period for which financial information is disclosed in the offer document, as covered under
applicable accounting standards, and
2. any other companies considered material by the board of directors of the relevant issuer company.
Accordingly, for (i) above, all such companies (except subsidiaries, if any) with which our Company had related party
transactions during the period covered in the Restated Financial Information included in the offer document, as covered under
the applicable accounting standards, shall be considered as ‘group companies’ of the Company in terms of the SEBI ICDR
Regulations.
Further, for (ii) above, the Board pursuant to the Materiality Policy, has determined that a company (other than the companies
covered under the schedule of related party transactions as per the Restated Financial Information included in the offer document)
shall be considered “material” and will be disclosed as a ‘group company’ in the offer documents, if it is a member of the
companies forming part of the Promoter Group (other than the Promoters, in case the Promoters are companies) in terms of
Regulation 2(1)(pp) of the SEBI ICDR Regulations, and the Company has entered into one or more transactions with such
company during the last completed fiscal year (or relevant stub period, if applicable), which individually or cumulatively in
value exceeds 10% of the revenue from operations of the Company for the last completed fiscal year, as applicable, as per the
Restated Financial Information.
Accordingly, the Board has identified following companies as our Group Companies:
a) Encraft India Private Limited
b) Ajay Industrial Polymers Private Limited
c) GLJ Realty Private Limited
d) A I C Plastics Private Limited
In terms of the SEBI ICDR Regulations, the following information based on the audited financial statements, in respect of Group
Companies, for the last three years, extracted from their respective audited financial statements (as applicable), shall be hosted
on the website of our Company:
 reserves (excluding revaluation reserve)

 sales
 profit after tax
 earnings per share
 diluted earnings per share; and
 net asset value
Our Company is providing the link to such websites solely to comply with the requirements specified under the SEBI ICDR
Regulations. Such financial information of the Group Companies and other information provided on the websites given below
does not constitute a part of this Draft Red Herring Prospectus. Such information should not be considered as part of the
information that any investor should consider before making any investment decision.
None of our Company, the BRLMs or any of the Company’s or the BRLMs’ respective directors, employees, affiliates,
associates, advisors, agents or representatives have verified the information available on the websites indicated below
Details of our Group Companies:
a) Encraft India Private Limited
Registered Office
The registered office of Encraft India Private Limited is situated at 70 Okhla Industrial Estate Phase-3, South Delhi, New Delhi,
Delhi, India, 110020.
Financial Information
267
The financial information derived from the audited financial statements of Encraft India Private Limited for the last three
financial years, as required by the SEBI ICDR Regulations, are available on https://www.encraft.in/financial-statements
b) Ajay Industrial Polymers Private Limited
Registered Office
The registered office of Ajay Industrial Polymers Private Limited is situated at 70, Okhla Industrial Estate, Phase-3, South Delhi,
Delhi, Delhi, India, 110020.
The financial information derived from the audited financial statements of Ajay Industrial Polymers Private Limited for the last
three financial years, as required by the SEBI ICDR Regulations, are available on https://aipplindia.com/financial-
statements.php.
c) GLJ Realty Private Limited
Registered Office
The registered office of GLJ Realty Private Limited is situated 70, Okhla industrial Estate Phase-3, North Delhi, New Delhi,
Delhi, India, 110020.
The financial information derived from the audited financial statements of GLJ Realty Private Limited for the last three financial
years, as required by the SEBI ICDR Regulations, are available on https://www.applindia.co.in/glj
d) A I C Plastics Private Limited
Registered Office
The registered office of A I C Plastics Private Limited is situated D-6 Kalindi Colony New Delhi, Delhi, India - 110065.
The financial information derived from the audited financial statements of A I C Plastics Private Limited for the last three
financial years, as required by the SEBI ICDR Regulations, are available on https://www.applindia.co.in/aic-plastics
Our Company has provided links to such websites solely to comply with the requirements specified under the SEBI ICDR
Regulations. Such financial information of the Group Companies and other information provided on the websites given above
does not constitute a part of this Draft Red Herring Prospectus. The information provided on the websites given above should
not be relied upon or used as a basis for any investment decision.
Neither our Company nor any of the BRLMs or the Promoter Selling Shareholders nor any of the Company’s, BRLMs’ or any
of their respective directors, employees, affiliates, associates, advisors, agents or representatives accept any liability whatsoever
for any loss arising from any information presented or contained in the websites given above.
Litigation which has a material impact on our Company
There is no pending litigation involving our Group Companies which has or will have a material impact on our Company.
Nature and extent of interest of Group Companies
Interest in the promotion of our Company
As on the date of this Draft Red Herring Prospectus, our Group Companies do not have any interest in the promotion or formation
of our Company
Interest in the properties acquired by our Company in the preceding three years before filing of this Draft Red Herring
Prospectus or proposed to be acquired by our Company.
Our Group Companies are not interested in any transactions for acquisition of land, construction of building or supply of
machinery, etc. Further, Ajay Industrial Polymers Private Limited has entered into a lease agreement with our Company in
268
relation to lease of the Registered and Corporate Office situated at 70, Okhla Industrial Estate, Phase-3, South Delhi, 110020,
India. The details of the lease deed are as follows:
Agreement Rent per month

Lessor Lessee Address of the property Period
date (in ₹ million)
Ajay Industrial Ajay Poly April 15, 70, Okhla Industrial Estate, Phase-3, 0.06 11
Polymers Private Limited 2024 South Delhi, Delhi, Delhi, India, months
Limited 110020
Interest in transactions for acquisition of land, construction of building and supply of machinery
Our Group Companies are not interested in any transactions for acquisition of land, construction of building or supply of
machinery, etc.
Common pursuits
There are no common pursuits amongst our Group Companies and our Company.
Business interests in our Company
Except as disclosed under see ‘Restated Financial Information - Note 40.8 - Related Party Disclosures’, our Group Company
does not have any business interest in our Company.
Related Business Transactions within the group and significance on the financial performance of our Company
Other than the transactions disclosed in the section “Restated Financial Information – Annexure VI - Note 40.8 – Related Party
Disclosures”, there are no other business transactions between our Company and Group Companies which are significant to the
financial performance of our Company.
Business interests or other interests
Except in the ordinary course of business and as disclosed in section “Restated Financial Information – Annexure VI - Note 40.8
– Related Party Disclosures”, our Group Companies do not have any business interest in our Company.
Utilisation of Offer Proceeds
There are no material existing or anticipated transactions in relation to utilisation of the Offer Proceeds with our Group
Companies.
Other Confirmations
Our Group Companies do not have any securities listed on a stock exchange, and, therefore, there are no investor complaints
pending against it.
There is no conflict of interest between the Group Company or any of their directors and the lessors of immovable properties of
our Company (who are crucial for the operations of our Company). There is no conflict of interest between the Group Company
or any of their directors and the suppliers of raw materials and third party service providers of our Company (who are crucial for
the operations of our Company).
Except for Encraft India Private Limited, none of our Group Companies has made any public or rights issue (as defined under
the SEBI ICDR Regulations) of securities in the three years preceding the date of this Draft Red Herring Prospectus.
269
DIVIDEND POLICY
The declaration and payment of dividends on our Equity Shares, if any, will be recommended by our Board and approved by our
Shareholders, at their discretion, subject to the provisions of the Articles of Association and the applicable laws including the
Companies Act, read with the rules notified thereunder, each as amended. We may retain all our future earnings, if any, for
purposes to be decided by our Company, subject to compliance with the provisions of the Companies Act. The quantum of
dividend, if any, will depend on a number of factors, including but not limited to profits earned and available for distribution
during the relevant Financial Year, accumulated reserves including retained earnings, expected future capital/expenditure
requirements, organic growth plans/expansions, proposed long-term investment, capital restructuring, debt reduction,
crystallization of contingent liabilities, cash flows, current and projected cash balance, and external factors, including but not
limited to the macro-economic environment, regulatory changes, technological changes and other factors like statutory and
contractual restrictions.
Our Company has, by way of a resolution of the Board of Directors dated December 18, 2024 adopted a formal dividend
distribution policy.
In addition, our ability to pay dividends may be impacted by a number of factors, including restrictive covenants under our
current or future loan or financing documents. The amounts declared as dividends in the past are not necessarily indicative of
our dividend amounts, if any, in the future. For more information on restrictive covenants under our current loan agreements,
see “Financial Indebtedness” on page 393. Our Company may pay dividend by cheque, or electronic clearance service, as will
be approved by our Board in the future. Our Board may also declare interim dividend from time to time.
Further, our Company has not paid any dividend in the three Fiscals and the three months period ended June 30, 2024 preceding
the date of this Draft Red Herring Prospectus and the period from July 1, 2024 until the date of this Draft Red Herring Prospectus.
There is no guarantee that any dividends will be declared or paid, or the amount thereof will not be decreased in the future. For
details, see “Risk Factors – We cannot assure payment of dividends on the Equity Shares in the future.” on page 65.
270
SECTION V – FINANCIAL INFORMATION
RESTATED FINANCIAL INFORMATION
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271
INDEPENDENT AUDITOR’S EXAMINATION REPORT ON
RESTATED FINANCIAL INFORMATION
The Board of Directors,
Ajay Poly Limited (Formerly Known as Ajay Poly Private Limited)
70, Okhla Industrial Estate, Phase-3,
New Delhi - 110 020, India
Dear Sirs/Madam,
1. Ajay Poly Limited (Formerly Known as Ajay Poly Private Limited) (“the Company” or the “Issuer”)
proposes to make an initial public offering of its equity shares of face value of Re. 1 each, which comprises of fresh
issue of equity shares and an offer for sale by certain existing shareholders of the company at such premium arrived at
by the book building process (referred to as the “Offer”), as may be decided by the Board of Directors.
2. We, Singhi & Co., Chartered Accountants (“we” or “us” or “Singhi”), have examined, the attached Restated Financial
Information of the Company comprising the Restated Statement of Assets and Liabilities as at June 30,2024, June
30,2023, March 31, 2024, March 31, 2023 and March 31, 2022, the Restated Statement of Profit and Loss
(including Other Comprehensive Income), the Restated Statement of Changes in Equity and the Restated
Statement of Cash Flows for the years ended June 30,2024, June 30,2023, March 31, 2024, March 31, 2023 and
March 31, 2022 and the summary statement of material accounting policies, notes and other explanatory
information (collectively, the “Restated Financial Information or Restated Financial Statements”), as approved
by the Board of Directors of the Company at their meeting held on December 26, 2024 for the purpose of inclusion in
the Draft Red Herring Prospectus (“DRHP”), prepared by the company in connection with the Offer prepared in
terms of the requirements of:
a. section 26 of Part I of Chapter III of the Companies Act 2013 (the "Act");
b. relevant provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2018, as amended (the “ICDR Regulations”); and
c. 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").
Management’s Responsibility for the Restated Financial Information
3. The Board of Directors is responsible for the preparation of the Restated Financial Information
4. which have been approved by them for the purpose of inclusion in the DRHP to be filed with Securities and Exchange
Board of India (the “SEBI”), BSE Limited(“BSE”) and National Stock Exchange of India Limited (“NSE”)
(collectively, with BSE Limited, the “Stock Exchanges”) in connection with the Offer. The Restated Financial
Information have been prepared by the management of the Company on the basis of preparation stated in Note 2 to the
Restated Financial Information. The responsibility of the respective Board of Directors of the company includes
designing, implementing and maintaining adequate internal control relevant to the preparation and presentation of the
respective restated financial information, which have been used for the purpose of preparation of these Restated
Financial Information by the management of the Company, as aforesaid. The respective Board of Directors are
also responsible for identifying and ensuring that the Company complies with the Act, ICDR Regulations and the
Guidance Note, as applicable.
Auditors’ Responsibilities
5. We have examined these Restated 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 November 11, 2024 in connection with the Offer;
b. The Guidance Note also requires that we comply with the ethical requirements of the Code of Ethics issued by
the ICAI;
272
c. Concepts of test checks and materiality to obtain reasonable assurance based on verification of evidence
supporting the Restated 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 Offer.
Restated Financial Information
6. The Restated Financial Information expressed in millions, have been prepared by the management from :
a) the audited special purpose interim financial statements of the Company as at and for the three months period
ended June 30, 2024 prepared in accordance with recognition and measurement principles under Indian
Accounting Standard (Ind AS) 34 "Interim Financial Reporting", specified under section 133 of the Act and
other accounting principles generally accepted in India and presentation requirements of Division II of
Schedule III to the Companies Act, 2013 (the “Special Purpose Interim Financial Statements”) which have
been approved by the Board of Directors at their meeting held on December 26, 2024;
b) the audited special purpose interim financial statements of the company as at and for the three months period
Accounting Standard (Ind AS) 34 "Interim Financial Reporting", specified under section 133 of the Act and
other accounting principles generally accepted in India and presentation requirements of Division II of
Schedule III to the Companies Act, 2013. The Special Purpose Interim Financial Statements are approved by
the Board of Directors at their meeting held on December 26, 2024;
c) the audited special purpose financial statements of the company as at and for the financial years ended March 31,
2024, March 31, 2023 and March 31, 2022 prepared in accordance with the Ind AS specified under Section 133 of
the Act, read with the 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 December 26, 2024, (“Special Purpose Financial Statements”). The Special Purpose Financial
Statements are prepared on the basis as described in Note 1 to the Restated Financial Information, which have
been approved by the Board of Directors at their meeting held on December 26, 2024
d) The Special Purpose Interim Financial Statements referred to in para 5(b) and Special Purpose Financial
Statements referred to in para 5(c) above were prepared after making suitable adjustments to the accounting
heads from their Indian GAAP values following accounting policies and accounting policy choices (both
mandatory exceptions and optional exemptions availed as per Ind AS 101 consistent with that used at the
date of transition to Ind AS (April 1, 2021) and as per the presentation, accounting policies and grouping/
classifications including Division II of Schedule III disclosures followed as at and for the year ended March
31, 2024, in accordance with Ind AS.
7. The financial information of the Company for the year ended March 31, 2024, March 31, 2023, March 31, 2022,
March 31, 2021 (the transition date opening balance sheet as at April 01, 2021) and for the three months period
ended June 30, 2023 included in these restated financial information, are based on the previously issued financial
statements prepared in accordance with the Accounting Standards referred in section 133 of the Companies
Act’2013 audited by the predecessor auditors whose report dated July 20, 2024, September 01, 2023, September 12,
2022, November 13, 2021 and October 09, 2024 respectively expressed an unmodified opinion on those financial
statements, as adjusted for the differences in the accounting principles adopted by the Company on transition to the
Ind AS, which have been audited by us.
8. For the purpose of our examination, we have relied:
a) on auditors’ report issued by us, dated December 26, 2024 on the Special Purpose Interim Financial Statements
of the Company as at and for the three months ended June 30, 2024 as referred in paragraph 5(a) above.
273
b) on auditors’ report issued by us, dated December 26, 2024 on the Special Purpose Interim Financial Statements
of the Company as at and for the three months ended June 30, 2023 as referred in paragraph 5(b) above.
c) on auditors’ report issued by us, dated December 26, 2024 on the Special Purpose Interim Financial Statements
of the Company as at and for each of the financial years ended March 31, 2024, March 31, 2023 and March 31,
2022, as referred in paragraph 5(c) and 5(d) above.
d) Auditors’ Report issued by the Previous Auditors dated July 20, 2024, September 01, 2023 and
September 12, 2022 on the financial statements of the Company as at and for the years ended March 31, 2024
and March 31, 2023 and March 31, 2022, respectively as referred in Paragraph 5 (c) above.
e) Auditors’ Report issued by the Previous Auditors dated October 09, 2024 on the special purpose financial
statements of the Company as at and for the three months period ended June 30, 2023 as referred in Paragraph
5 (b) above.
The audits for the financial years/ period ended June 30, 2023, March 31, 2024, March 31, 2023 were conducted
by the Company’s previous auditors, M/s JTST & Co. LLP, and March 31, 2022 were conducted by the
Company’s previous auditors, M/s Kedia Goel & Co., (the “JTST & CO LLP and M/s Kedia Goel & Co are
collectively referred to as ‘Previous Auditors”) and accordingly reliance has been placed on the Balance Sheet,
the statements of profit and loss and cash flow statements, the Summary Statement of significant accounting
policies, and other explanatory information and audited by them for the said years/periods. The examination report
included for the said years/periods are based solely on the report submitted by the Previous Auditors.
9. Based on our examination and according to the information and explanations given to us, we report that the
Restated Financial Information:
a) have been prepared after incorporating adjustments for the changes in accounting policies, material errors and
regrouping/reclassifications retrospectively in the financial years ended March 31, 2024, March 31, 2023 and
March 31, 2022 and in the three months period ended June 30,2023 to reflect the same accounting treatment as
per the accounting policies and grouping/classifications followed as at and for the three months period ended
June 30, 2024, as more fully described in Note 1 of Annexure V to the Restated Financial Information
(Restated Statement of Adjustments to Special Purpose Financial Statements/ Special Purpose Interim
Financial Statements);
b) there are no qualifications in the auditor’s report issued on the special purpose audited financial
statements of the company as at and for the three months periods ended June 30,2024 and June 30,2023 and
in financial years ended March 31, 2024, March 31, 2023 and March 31, 2022, which require any
adjustments to the Restated Financial Information. and
c) have been prepared in accordance with the Act, ICDR Regulations and the Guidance Note, as applicable.
10. 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.
11. The Restated Financial Information do not reflect the effects of events that occurred subsequent to the respective
dates of the reports on the audited financial information mentioned in paragraph 5 above.
12. This report should not in any way be construed as a reissuance or re-dating of any of the previous audit reports
issued by us, nor should this report be construed as a new opinion on any of the financial statements referred to herein.
13. We have no responsibility to update our report for events and circumstances occurring after the date of the report.
274
14. Our report is intended solely for use of the Board of Directors for inclusion in the DRHP to be filed with
Securities and Exchange Board of India, Stock Exchanges where the Equity Shares are proposed to be listed as
applicable in connection with the Offer. 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 Singhi & Co.

Firm Reg. No. 302049E
Bimal Kumar Sipani

Date : December 26, 2024 Partner
Place: Noida (Delhi –NCR) Membership No. 088926
UDIN:24088926BKEMMC3145
275
Ajay Poly Limited (Formerly known as Ajay Poly Private Limited)
(CIN-U74899DL1980PLC010508)
Annexure -I Restated Statement of Assets and Liabilities
(All amounts are in ₹ in Millions, unless otherwise stated)
As at As at As at As at As at
Particulars Notes
June 30, 2024 June 30, 2023 March 31, 2024 March 31, 2023 March 31, 2022
A. ASSETS
(a) Property, plant and equipment 4A 1,190.40 891.19 1,172.05 876.74 532.86
(b) Capital work in progress 4B 6.14 90.57 - 83.04 1.27
(c) Right of use assets 4C 218.07 104.34 226.90 105.20 115.92
(d) Investment properties 4D 9.86 10.08 9.92 10.14 10.36
(e) Other intangible assets 4E 0.42 0.01 0.44 0.01 0.36
(i) Investments 5 - - - - 0.42
(ii) Other financial assets 6 40.45 33.00 40.91 31.49 12.17
(g) Other non-current assets 8 64.35 13.56 22.60 23.32 19.48
Total non-current assets 1,529.69 1,142.75 1,472.82 1,129.94 692.84
2. Current assets
(a) Inventories 9 802.54 489.85 634.63 428.06 294.16
(i) Trade receivables 10 714.04 397.74 655.10 398.59 255.58
(ii) Cash and cash equivalents 11 0.99 8.54 1.27 3.62 2.21
(iii) Bank balances other than (ii) above 12 1.44 1.04 1.04 1.04 1.04
(iv) Loans 13 173.74 61.02 134.01 21.01 5.56
(v) Other financial assets 14 22.02 11.46 18.72 9.77 4.83
(c) Other current assets 15 42.71 72.51 57.03 31.25 34.44
Total current assets 1,757.48 1,042.16 1,501.80 893.34 597.82
3. Assets classified as held for sale 16 2.97 - - - -
TOTAL ASSETS (1+2+3) 3,290.14 2,184.91 2,974.62 2,023.28 1,290.66
B. EQUITY AND LIABILITIES
1. Equity
(a) Share capital 17 9.32 9.32 9.32 9.32 8.85
(b) Other equity 18 1,045.67 772.15 923.35 695.84 533.91
Total Equity 1,054.99 781.47 932.67 705.16 542.76
Liabilities
(i) Borrowings 19 392.82 354.38 356.66 330.78 110.70
(ii) Lease liabilities 20 131.54 33.40 136.89 33.66 32.88
(iii) Other financial liabilities 21 14.09 0.30 14.09 0.30 0.30
(b) Provisions 22 31.55 32.66 29.76 31.61 29.86
(c) Deferred tax liabilities (net) 7 77.65 40.75 79.09 44.92 35.27
Total non-current liabilities 647.65 461.49 616.49 441.27 209.01
(i) Borrowings 23 898.44 587.70 834.82 494.25 337.46
(ii) Lease liabilities 24 21.04 0.96 20.38 0.93 0.08
(iii) Trade payables 25
Total outstanding dues of micro enterprises and small 18.78 15.75 11.52 8.81 12.29
enterprises
Total outstanding dues of creditors other than micro 511.26 135.68 357.09 198.57 142.14
(iv) Other financial liabilities 26 51.82 130.74 136.87 126.02 20.91
(b) Other current liabilities 27 22.64 7.52 20.76 12.78 6.43
(c) Provisions 28 31.76 22.66 24.60 20.48 13.73
(d) Current tax liabilities (Net) 29 31.76 40.94 19.42 15.01 5.85
Total current liabilities 1,587.50 941.95 1,425.46 876.85 538.89
TOTAL EQUITY AND LIABILITIES (1+2+3) 3,290.14 2,184.91 2,974.62 2,023.28 1,290.66
276
(CIN-U74899DL1980PLC010508)
Annexure -I Restated Statement of Assets and Liabilities
The above Restated Statement of Assets and Liabilities should be read in conjunction with Material Accounting Policies to Restated Financial Information in Annexure -V, Notes to the
Restated Financial Information appearing in Annexure - VI and Statement of Adjustments to statutory financial statements and special purpose financial statements as at and for the
period/years ended June 30, 2024, June 30, 2023, March 31, 2024, March 31, 2023 and March 31, 2022 respectively appearing in Annexure - VII.
As per our report of even date attached For and on behalf of Board of Directors of
For Singhi & Co. Ajay Poly Limited (Formerly known as Ajay Poly Private Limited)
Firm Registration No. 302049E
Bimal Kumar Sipani Rajeev Jain Avanish Singh Visen

Partner Chairman & managing director Director & CEO
Membership No. 088926 DIN - 00271809 DIN - 09116842
Place : Noida (Delhi-NCR)

Date : December 26, 2024
Deepak Garg Arun Kumar Upadhyay
Chief Financial Officer Company Secretary
ICAI Membership No. : 460566 ICSI Membership No. : A37853
Place : New Delhi

277
(CIN-U74899DL1980PLC010508)
Annexure II- Restated Statement of Profit and loss
for the period ended for the period ended for the year ended for the year ended for the year ended
Particulars Notes June 30, 2024 June 30, 2023 March 31, 2024 March 31, 2023 March 31, 2022
I INCOME
(a) Revenue from operations 30 1,301.31 873.62 3,644.15 2,404.93 1,416.77
(b) Other income 31 6.08 4.61 19.78 17.60 10.46
Total income (I) 1,307.39 878.23 3,663.93 2,422.53 1,427.23
II EXPENSES
(a) Cost of materials consumed 32 676.39 532.69 2,211.88 1,543.28 786.10
(b) Purchase of stock-in-trade 33 80.66 11.26 91.42 28.78 8.06
(c) Changes in inventories of finished good, work-in-progress and stock-in- 34 (30.05) (16.21) (101.47) (49.08) 65.29
trade
(d) Employee benefits expense 35 179.21 114.01 485.16 348.66 250.36
(e) Finance costs 36 37.22 23.83 113.57 58.04 36.42
(f) Depreciation and amortization 37 27.32 14.63 78.65 40.81 36.26
(g) Other expenses 38 168.46 98.88 469.69 319.81 200.81
Total expenses(II) 1,139.21 779.09 3,348.90 2,290.30 1,383.30
III Profit/(Loss) before exceptional item and tax (I-II) 168.18 99.14 315.03 132.23 43.93
IV Exceptional Items 38.1 - - - 31.92 -
V Restated Profit before tax (III+IV) 168.18 99.14 315.03 164.15 43.93
VI Tax expense: 39
(a) Current Tax
Current year / period 46.28 26.96 56.03 26.73 8.61
(b) Deferred tax expense/(credit) (0.99) (4.13) 33.68 9.05 1.20
45.29 22.83 90.91 35.82 10.02
VII Restated Profit for the year /period (V-VI) 122.89 76.31 224.12 128.33 33.91
VIII Other Comprehensive Income (net of tax)
(a) (i) Items that will not be reclassified to profit or loss
- Re-measurement of the net defined benefit plan (1.74) (0.09) 1.68 2.16 3.47
(ii) Tax relating to items that will not be reclassified to profit or loss 0.44 0.03 (0.49) (0.60) (0.97)
(b) (i) Items that will be reclassified to profit and loss - - - - -

(ii) Income tax relating to items that will be reclassified to profit or - - - - -
loss
Restated Other Comprehensive Income (net of tax) (VIII) (1.30) (0.06) 1.19 1.56 2.50
IX Restated Total Comprehensive Income for the Year (VII+VIII) 121.59 76.25 225.31 129.89 36.41
Earning per equity share having face value of ₹ 1/- each ** 39.1
Basic (not annualised) 1.20 0.74 2.19 1.32 0.35
Diluted (not annualised) 1.20 0.74 2.19 1.32 0.35
**Face value reduced from ₹ 10 to ₹ 1 as a result of subsequent event of split of issue of bonus shares. Refer Note 43(A)
The above Restated Statement of Profit and Loss should be read in conjunction with Material Accounting Policies to Restated Financial Information in Annexure -V, Notes to the Restated Financial
Information appearing in Annexure - VI and Statement of Adjustments to statutory financial statements and special purpose financial statements as at and for the period/years ended June 30, 2024, June 30,
2023 ,March 31, 2024, March 31, 2023 and March 31, 2022 respectively appearing in Annexure - VII.
As per our report of even date attached For and on behalf of Board of Directors of

Place : Noida (Delhi-NCR) Deepak Garg Arun Kumar Upadhyay

Date : December 26, 2024 Chief Financial Officer Company Secretary
Place : New Delhi

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Annexure III - Restated Statement of changes in equity
A. Equity Share Capital ^ (₹ in Millions)
For the year ended June 30, 2024

Changes in equity
Changes in Equity Share Restated balance at Balance at
Balance at the beginning of the share capital Balance at the end of the
Capital the beginning of the
current reporting period during the current current reporting period
due to prior period errors current reporting period
period
9.32 - 9.32 - 9.32
For the year ended June 30, 2023

Changes in equity
Changes in Equity Share Restated balance at Balance at
Balance at the beginning of the share capital Balance at the end of the
Capital the beginning of the
current reporting period during the current current reporting period
due to prior period errors current reporting period
period
9.32 - 9.32 - 9.32
For the year ended March 31, 2024
Changes in Equity Share Restated balance at Balance at Changes in equity

Balance at the beginning of the Balance at the end of the
Capital the beginning of the share capital
current reporting period current reporting period
due to prior period errors current reporting year during the current year
9.32 - 9.32 - 9.32

8.85 - 8.85 0.47 9.32

8.85 - 8.85 - 8.85
^ Impact of subsequent event of split and bonus not considered. Refer Note 43(A)
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Annexure III - Restated Statement of changes in equity
B. Other Equity (₹ in Millions)

Reserve & Surplus
Particulars Capital Contribution Total other equity
Security Premium Retained Earning General Reserves
As at March 31, 2021 - - 461.96 63.85 525.81
Impact due to adjustments (Refer note 41) - - (31.16) - (31.16)
Restated balance as at April 01,2021 - - 430.80 63.85 494.65
Profit for the year (A) - - 33.91 - 33.91
Other Comprehensive Income (net of tax) (B) - - 2.50 - 2.50
Total Comprehensive Income for the Year (A+B) - - 36.41 - 36.41
Capital contribution during the year 2.85 - - - 2.85
As at March 31, 2022 2.85 - 467.21 63.85 533.91
Changes in accounting policy or prior period errors - - - - -
Restated balance as at April 01,2022 2.85 - 467.21 63.85 533.91
Add: Addition during the year / period - 29.54 - - 29.54
As at March 31, 2023 5.35 29.54 597.10 63.85 695.84
Changes in accounting policy or prior period errors - - - - -
Restated balance as at April 01,2023 5.35 29.54 597.10 63.85 695.84
As at March 31, 2024 7.55 29.54 822.41 63.85 923.35
Profit for the period (A) - - 76.31 - 76.31
Other Comprehensive Income (net of tax) (B) - - (0.06) - (0.06)
Total Comprehensive Income for the Period (A+B) - - 76.25 - 76.24
Capital contribution during the period 0.06 - - - 0.06
As at June 30, 2023 5.41 29.54 673.35 63.85 772.15
Profit for the period (A) - - 122.89 - 122.89
Other Comprehensive Income (net of tax) (B) - - (1.30) - (1.30)
Total Comprehensive Income for the Period (A+B) - - 121.59 - 121.59
Capital contribution during the Period 0.73 - - - 0.73
As at June 30, 2024 8.28 29.54 944.00 63.85 1,045.67
The above Restated Statement of Changes in Equity should be read in conjunction with Material Accounting Policies to Restated Financial Information in Annexure -V, Notes to the Restated Financial
Information appearing in Annexure - VI and Statement of Adjustments to statutory financial statements and special purpose financial statements as at and for the period/years ended June 30, 2024, June 30,
2023, March 31, 2024, March 31, 2023 and March 31, 2022 respectively appearing in Annexure - VII.
As per our report of even date attached

For Singhi & Co. For and on behalf of Board of Directors of
Chartered Accountants Ajay Poly Limited (Formerly known as Ajay Poly Private Limited)


Date : December 26, 2024 Deepak Garg Arun Kumar Upadhyay
Place : New Delhi

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Annexure IV-Restated Consolidated Statement of Cash Flows
for the period ended for the period ended for the year ended for the year ended for the year ended
Particulars
A. Cash flow from Operating activities
Net profit before tax 168.18 99.14 315.03 164.15 43.93
Adjustments for:
Depreciation and amortization 27.32 14.63 78.65 40.81 36.26
Provision/ (reversal) for expected credit loss (0.19) (0.33) (0.07) (4.12) -
Finance costs 37.22 23.83 113.57 58.04 36.42
Interest income (3.70) (0.51) (8.03) (0.93) (0.52)
Finance corporate guarantee obligation income (0.77) (1.19) (3.09) (4.74) (4.67)
Gain on fair value of non-current investments - - - - (0.11)
Exceptional item- Profit on sale of land and building - - - (31.92) -
Net Loss/(Profit) on sale/discard of property, plant and equipment 0.01 - (0.01) - (0.26)
Operating profit before working capital changes 228.11 135.57 496.16 226.51 111.05
Changes in working capital
Adjustments for :
(Increase)/decrease in Inventories (167.91) (61.79) (206.57) (133.90) (144.95)
(Increase)/decrease in trade and other receivables (114.47) (7.97) (225.80) (160.24) (58.36)
Increase/(Decrease) in Provisions 7.21 3.14 3.95 10.66 0.19
Increase/(decrease) in trade and other payables 164.66 (57.99) 185.91 59.87 58.08
Cash generated from operations 117.60 10.96 253.65 2.90 (33.99)
Income taxes (paid) /refund (net) (33.94) (1.03) (52.82) (17.61) (2.91)
Net cash inflow / (outflow) flow from operating activities (A) 83.66 9.93 200.83 (14.71) (36.90)
B. Cash flow from Investing activities
Purchase of property, plant & equipment including capital work in
progress (109.22) (61.42) (342.98) (386.66) (69.40)
Proceed from sale of property, plant and equipment 4.31 2.25 2.11 60.22 0.32
Proceeds from sale of investment - - - 0.42 -
Purchase of investment - - - - (0.42)
Loan given to related parties (39.74) (40.02) (183.71) (17.42) (31.83)
Loan refunded back by related parties 0.01 0.02 70.72 1.98 24.00
Net (increase) / decrease in fixed deposits (0.40) - - - 0.12
Interest received 1.17 0.01 2.18 0.73 0.36
Net cash inflow / (outflow) flow from Investing activities (B) (143.87) (99.16) (451.68) (340.73) (76.85)
C. Cash flow from Financing activities
Finance cost paid (31.03) (21.90) (100.94) (46.16) (27.74)
Payment of lease liability (8.81) (1.00) (17.01) (3.86) (2.25)
Proceeds from issuance of equity shares - - - 30.01 -
Proceeds from non-current borrowings 70.41 54.83 164.75 553.77 39.91
Repayment of non-current borrowings (36.00) (24.99) (117.01) (272.79) (42.06)
Loans received from related parties (0.00) 19.00 47.93 9.97 57.66
Loans refunded back to related parties (8.40) (19.11) (38.05) (46.94) (30.58)
Net proceed/ (repayment) from current borrowings 73.76 87.32 308.83 132.85 117.98
Net cash inflow / (outflow) flow from financing activities (C) 59.93 94.15 248.50 356.85
- 112.92
Net increase/(decrease) in cash and cash equivalents (A+B+C) (0.28) 4.92 (2.35) 1.41 (0.83)
Cash and cash equivalents at the beginning of the year 1.27 3.62 3.62 2.21 3.04
Cash and cash equivalents as at the end of the year (Refer note
0.99 8.54 1.27 3.62 2.21
11)
Note :
1. The Restated Statement of Cash Flows has been prepared in accordance with ‘Indirect method’ as set out in Ind AS - 7 on ‘Statement of Cash Flows’, as notified under Section 133 of the Companies Act 2013,
read with the relevant rules thereunder.
2. Additional Disclosure required under Ind AS 7 "Statement of Cash Flows" Refer note no 40.5.
3. Figures in bracket indicate cash outflow
The above Restated Statement of Cash Flow should be read in conjunction with Material Accounting Policies to Restated Financial Information in Annexure -V, Notes to the Restated Financial Information
appearing in Annexure - VI and Statement of Adjustments to statutory financial statements and special purpose financial statements as at and for the periods/years ended June 30, 2024, June 30, 2023, March 31,
2024, March 31, 2023 and March 31, 2022 respectively appearing in Annexure - VII.
For and on behalf of Board of Directors of

As per our report of even date attached Ajay Poly Limited (Formerly known as Ajay Poly Private Limited)
For Singhi & Co.
Rajeev Jain Avanish Singh Visen
Chairman & managing director Director & CEO
DIN - 00271809 DIN - 09116842
Bimal Kumar Sipani
Partner
Membership No. 088926 Deepak Garg Arun Kumar Upadhyay
Place : Noida (Delhi-NCR) Place : New Delhi

Date : December 26, 2024 Date : December 26, 2024
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Annexure V : Notes forming part of Restated Financial Information
1. Corporate Information
Ajay Poly Limited (Formerly known as Ajay Poly Private Limited) referred to as "the company" was
incorporated on June 03, 1980 at New Delhi, India The Company is primarily in the business of
manufacturing of household and commercial Refrigeration Sealing Systems, Polymer extrusion profiles and
Toughened Glass shelves for refrigerators, refrigerator door glasses, microwave oven glasses & washing
machines glasses.
The Restated Financial Information as on and for the three months period ended June 30, 2024, June 30, 2023
and for the year ended March 31, 2024, March 31, 2023, and March 31, 2022, were approved for issue in
accordance with resolution of the Board of Directors on December 26, 2024.
Statement of compliance
The restated financial information of Ajay Poly Limited “the Company” comprises of the Restated Statement of
Assets and Liabilities as at June 30, 2024, June 30, 2023, March 31, 2024, March 31, 2023 and March 31, 2022,
the Restated Statement of Profit and Loss (including Other Comprehensive Income), the Restated Statement
of Changes in Equity and the Restated Statement of Cash flows for the period/years ended June 30 ,2024, June 30,
2023, March 31, 2024, March 31, 2023 and March 31, 2022, the summary of Material Accounting Policies
to Restated Financial Information, Notes to the Restated Financial Information and Statement of Adjustments
to Audited Financial Statements (collectively referred as the “Restated Financial Information”).
These Restated Financial information have been prepared by the Management of the Company as required under
the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2018, as amended from time to time, issued by the Securities and Exchange Board of India
(“SEBI”), on September 11 2018, in pursuance of the Securities and Exchange Board of India Act, 1992 (the
“SEBI ICDR Regulations”), for the purpose of inclusion in the Draft Red Herring Prospectus (‘DRHP’) to be
filed by the Company with the Securities and Exchange Board of India (“SEBI”), National Stock Exchange of
India Limited and BSE Limited in connection with the proposed Initial Public Offering (“IPO”) of its equity
shares.
The Restated Financial information, which have been approved by the Board of Directors of the Company,
have been prepared for the Company as a going concern on the basis of relevant Ind AS that are effective as at June
30, 2024 in accordance with the requirements of:
(a) Section 26 Chapter III of the Companies Act 2013 (the “Act”) as amended from time to time (the “Act”);
and
(b) 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
(c) The Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute of
Chartered Accountants of India (the “ICAI”) as amended from time to time (the “Guidance Note”).
The Restated Financial Information of the Company have been prepared to comply in all material respects
with the Indian Accounting Standards (“Ind AS”) notified under the Companies (Indian
Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) amendment
Rules 2016 (as amended from time to time), presentation requirements of Division II of Schedule III to the
Companies Act, 2013, (Ind AS compliant Schedule III), as applicable to the Restated Financial Information
and other relevant provisions of the Act.
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These Restated Financial Information have been compiled by the Management from:
a) the audited special purpose interim financial statements of the Company as at and for the three months period
ended June 30, 2024 and June 30, 2023 prepared in accordance with recognition and measurement principles
under Indian Accounting Standard (Ind AS) 34 "Interim Financial Reporting", specified under section 133 of
the Act and other accounting principles generally accepted in India and presentation requirements of
Division II of Schedule III to the Companies Act, 2013 (the “Special Purpose Interim Financial Statements”) which
have been approved by the Board of Directors at their meeting held on December 26, 2024;
b) the audited special purpose interim financial statements of the company as at and for the three months period
Accounting Standard (Ind AS) 34 "Interim Financial Reporting", specified under section 133 of the Act and other
accounting principles generally accepted in India and presentation requirements of Division II of Schedule III to
the Companies Act, 2013. The audited Special Purpose Interim Financial Statements are approved by the
Board of Directors at their meeting held on December 26, 2024.
c) the audited special purpose financial statements of the company as at and for the financial years ended March
31, 2024, March 31, 2023 and March 31, 2022 prepared in accordance with the Ind AS specified under Section 133
of the Act, read with the 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 December 26, 2024 (“Special Purpose Financial Statements”). The Special Purpose Financial Statements are
prepared on the basis as described in Note 1 to the Restated Financial Information, which have been approved by
the Board of Directors at their meeting held on December 26, 2024.
For the purpose of the Special Purpose Financial Statements for the year ended March 31, 2024, March 31, 2023
and March 31, 2022 of the Company, the transition date is considered as April 01, 2021 which is different
from the transition date adopted by the Company at the time of first time transition to Ind AS (i.e. April 01, 2022)
for the purpose of preparation of the Statutory Financial Statements as required under the Act. Accordingly, the
Company has applied the same accounting policy and accounting policy choices (both mandatory exceptions and
optional exemptions availed as per Ind AS 101, as applicable) as on April 01, 2021 for the Special Purpose
Financial Statements, as initially adopted on transition date i.e. April 01, 2022.
As such, the Special Purpose Financial Statements for the three months period ended June 30, 2024 and June 30,
2023 are prepared considering the accounting principles stated in Ind AS, as adopted by the Company and
described in subsequent paragraphs.
The Special Purpose Financial Statements have been prepared solely for the purpose of preparation of
Restated Financial Information for inclusion in offer documents in relation to the proposed IPO, which
requires financial statements of all the periods included, to be presented under Ind AS. As such, these Special
Purpose Financial Statements are not suitable for any other purpose other than for the purpose of
preparation of the Restated Financial Information and are also not financial statements prepared pursuant to any
requirements under Section 129 of the Act.
Further, since the statutory date of transition to Ind AS is April 01, 2022, and that the Special Purpose
Financial Statements for the period/years ended June 30, 2024, June 30, 2023, March 31, 2024, March 31, 2023
and March 31, 2022 have been prepared considering a transition date of April 01, 2021, the closing
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balances of items included in the Special Purpose Balance Sheet as at March 31, 2022 may be different from the
balances considered on the statutory date of transition to Ind AS on April 01, 2022, due to such early
application of Ind AS principles with effect from April 01, 2021 as compared to the date of statutory
transition. Refer note 41 for reconciliation of equity and total comprehensive income as per the Special
Purpose Financial Statements and the Statutory Indian GAAP Financial Statements as at and for the year
ended March 31, 2022 and equity and total comprehensive income as per the Restated Financial Information.
The above Special Purpose Financial Statements have been prepared by making Ind AS adjustments as
mentioned above to the audited Indian GAAP financial statements of the Company as at and for the year
ended March 31 2023 and for the year ended March 31, 2022 prepared in accordance with Indian GAAP (the
“Statutory Indian GAAP Financial Statements”) which was approved by the Board of directors at their
meeting held on December 26, 2024.
The accounting policies have been consistently applied by the Company in preparation of the Restated
Financial Information and are consistent with those adopted in the preparation of the Ind AS financial
statements as at and for the three months period ended June 30, 2024.
These Restated Financial Information do not reflect the effects of events that occurred subsequent to the
respective dates of board meeting for adoption of the financial statements, the Special Purpose Financial
Statement and the Statutory Indian GAAP Financial Statements.
The Restated Financial Information:

(a) have been prepared after incorporating adjustments for the changes in accounting policies, material errors
and regrouping/reclassifications retrospectively in the financial years ended March 31, 2024, March 31,
2023 and March 31, 2022 and in the three month period ended June 30,2023 to reflect the same accounting
treatment as per the accounting policies and grouping/classifications followed as at and for the three month
period ended June 30, 2024, as more fully described in Note 1 of Annexure V to the Restated Financial
Information (Restated Statement of Adjustments to Special Purpose Financial Statements/ Special
Purpose Interim Financial Statements);
(b) do not require any adjustment for modification as there is no modification in the underlying audit
reports;
(c) the resultant impact of tax due to the aforesaid adjustments, if any.
These Restated Financial Information were approved in accordance with a resolution of the directors on
December 26, 2024.
Basis of preparation
The Restated Financial Information have been prepared on a historical cost basis except certain items that are
measured at fair value as explained in accounting policies.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly
transaction between market participants at the measurement date, regardless of whether that price is directly
observable or estimated using another valuation technique. In estimating the fair value of an asset or a liability, the
Company takes into account the characteristics of the asset or liability, if market participants would take those
characteristics into account when pricing the asset or liability at the measurement date. Fair value for
measurement and/or disclosure purposes in these financial statements is determined on such a basis, except for
leasing transactions that are within the scope of Ind AS 116 – Leases, and measurements
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that have some similarities to fair value but are not fair value, such as net realisable value in Ind AS 2 –
Inventories or value in use in Ind AS 36 – Impairment of Assets.
These restated financial statements of the Company are presented in Indian National Rupee (‘₹’), which is the
Company’s functional currency. All amounts have been rounded to the nearest Millions (₹ 000,000), up to two
decimal places unless, otherwise indicated.
Use of estimates and critical accounting judgements
In the preparation of Restated Financial information, the Company makes judgements in the application of
accounting policies; and estimates and assumptions which affects carrying values of assets and liabilities that are
not readily apparent from other sources. The estimates and associated assumptions are based on historical
experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are
recognised in the period in which the estimate is revised and future periods affected.
Key source of estimation of uncertainty at the date of financial statements, which may cause material
adjustment to the carrying amounts of assets and liabilities within the next financial year, is in respect of
impairment, useful lives of property, plant and equipment and intangible assets, valuation of deferred tax
assets, provisions and contingent liabilities, fair value measurements of financial instruments and retirement benefit
obligations as disclosed below:
Impairment
The Company estimates the value in use of the cash generating unit (CGU) based on future cash flows after
considering current economic conditions and trends, estimated future operating results and growth rates and
anticipated future economic and regulatory conditions. The estimated cash flows are developed using internal
forecasts. The cash flows are discounted using a suitable discount rate in order to calculate the present value.
Useful lives of property, plant and equipment and intangible assets

The Company reviews the useful life of property, plant and equipment and intangible assets at the end of each
reporting period. This reassessment may result in change in depreciation and amortisation expense in future
periods.
Valuation of deferred tax assets

The Company reviews the carrying amount of deferred tax assets at the end of each reporting period.
Provision for warrantee
The Company generally offers 12 months warranty for its products. Warranty costs are determined as a
percentage of sales based on the past trends of the costs required to be incurred for repairs, replacements,
material costs and servicing cost. Management estimates the related closing provision as at Balance Sheet date
for future warranty claims based on historical warranty claim information, as well as recent trends that might
suggest that past information may differ from future claims. The assumptions made in current period are consistent
with those in the prior year. As the time value of money is not considered to be material, warranty provisions
are not discounted.
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Allowances for expected credit loss

The Company makes provision for expected credit losses through appropriate estimations of irrecoverable
amount. The identification of expected credit loss requires use of judgment and estimates. The Company
evaluates trade receivables ageing and makes a provision for those debts as per the provisioning policy.
Where the expectation is different from the original estimate, such difference will impact the carrying value of
the trade and other receivables and doubtful debts expenses in the period in which such estimate has been changed.
Provisions and contingent liabilities

A provision is recognised when the Company has a present obligation as a result of a past event and it is
probable that the outflow of resources will be required to settle the obligation, in respect of which a reliable
estimate can be made. These are reviewed at each balance sheet date and adjusted to reflect the current best
estimates. Contingent liabilities are not recognised in financial statements.
Fair value measurements of financial instruments

When the fair value of financial assets and financial liabilities recorded in the balance sheet cannot be
measured based on quoted prices in active markets, their fair value is measured using valuation techniques
including Discounted Cash Flow Model. The inputs to these models are taken from observable markets where
possible, but where this is not feasible, a degree of judgement is required in establishing fair value.
Judgements include considerations of inputs such as liquidity risks, credit risks and volatility. Changes in
assumptions about these factors could affect the reported fair value of financial instruments.
Retirement benefit obligations

The Company’s retirement benefit obligations are subject to number of assumptions including discount rates,
inflation and salary growth. Significant assumptions are required when setting these criteria and a change in these
assumptions would have a significant impact on the amount recorded in the Company’s balance sheet and the
statement of profit and loss. The Company sets these assumptions based on previous experience and third party
actuarial advice.
Classification of Leases
The Company enters into leasing arrangements for various assets. The classification of the leasing
arrangement as a finance lease or operating lease is based on an assessment of several factors, including, but not
limited to, transfer of ownership of leased asset at end of lease term, lessee’s option to purchase and estimated
certainty of exercise of such option, proportion of lease term to the asset’s economic life, proportion of
present value of minimum lease payments to fair value of leased asset and extent of specialized nature of the leased
asset.
2. Material accounting policies

The material accounting policies applied by the Company in the preparation of the Restated Financial
information are listed below. Such accounting policies have been applied consistently to all the periods
presented in this Restated Financial information, unless otherwise indicated.
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a) Current versus non-current classification

The Company presents assets and liabilities in the balance sheet based on current/ non-current
classification.
An asset is classified 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 the other assets are classified as non-current. A
liability is classified as 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.
The Company classifies all other liabilities as non-current. Deferred tax assets and liabilities are classified as
non-current assets and non-current liabilities respectively.
The operating cycle is the time between the acquisition of the assets for processing and their realisation in
cash and cash equivalents. The Company has identified twelve months as its operating cycle.
b) Property, plant, and equipment
Property, plant and equipment are carried at cost of acquisition or construction less accumulated
depreciation and/ or accumulated impairment, if any. The cost includes its purchase price, including
import duties and other non-refundable taxes or levies (for Leasehold improvements and Vehicles, Goods and
Services Tax is not availed but added to the cost of acquisition or construction), freight and any directly
attributable cost of bringing the asset to its working condition for its intended use; any trade discounts and
rebates are deducted in arriving at the purchase price.
Subsequent expenditures related to an item of tangible property, plant and equipment are added to its book
value only if they increase the future benefits from the existing asset beyond its previously assessed standard of
performance.
The cost of property, plant and equipment not ready for their intended use at the Restated Statement of Assets
and Liabilities date are disclosed as capital work in progress.
Advances paid towards the acquisition of property, plant and equipment, outstanding at each Restated
Statement of Assets and Liabilities date are disclosed as 'capital advances' under 'other non current assets'.
Where a significant component (in terms of cost) of an asset has an economic useful life shorter than that of it’s
corresponding asset, the component is depreciated over it’s shorter life.
Assets individually costing up to Rupees five thousand are not capitalized.
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Depreciation methods, estimated useful lives

Depreciation is provided on straight line method over the estimated useful life of fixed assets as per the
useful life prescribed under Part C of Schedule II of the Companies Act, 2013. Depreciation on addition to
property, plant and equipment is provided on pro-rata basis from the date the assets are ready for
intended use. Depreciation on sale / deletion of property, plant and equipment is provided for up to the date
of sale, deduction or discard of property, plant and equipment as the case may be. In case of
impairment, if any, depreciation is provided on the revised carrying amount of the asset over its
remaining useful life.
Leasehold improvements are being amortised over the duration of the lease, or estimated useful life of the
assets, whichever is lower.
Depreciation methods, useful lives and residual values are reviewed periodically at each financial year end
and adjusted prospectively, as appropriate.
Transition to Ind AS
The Company has elected to continue with the carrying value of all its property plant and equipment
recognised on the date of transition, measured as per the previous GAAP, and use that carrying value as the
deemed cost of the property, plant and equipment.
c) Intangible assets
Intangible assets are stated at cost of acquisition or construction less accumulated amortisation and
impairment, if any. Intangible assets purchased are measured at cost as at the date of acquisition, as
applicable, less accumulated amortisation and accumulated impairment, if any. The estimated useful life of an
identifiable intangible asset is based on a number of factors including the effects of obsolescence, demand,
competition, and other economic factors (such as the stability of the industry, and known technological
advances), and the level of maintenance expenditures required to obtain the expected future cash flows
from the asset.
Amortisation of intangible assets
Intangible assets are amortized over their respective individual estimated useful lives on a straight-line basis,
from the date that they are available for use. The management has estimated life of software 5 years.
The Company has elected to continue with the carrying value of all its intangible assets recognised on the date
of transition, measured as per the previous GAAP, and use that carrying value as the deemed cost of the
intangible assets.
d) Investment properties
Investment Property is property (comprising land or building or both) held to earn rental income or for capital
appreciation or both, but not for sale in ordinary course of business, use in the production or supply of
goods or services or for administrative purposes. Investment properties are stated at cost of acquisition or
construction less accumulated depreciation and impairment, if any.
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e) Non-current assets held for sale

Non-current assets are classified as held-for sale if it is highly probable that they will be recovered
primarily through sale rather than through continuing use.
Such assets, or disposal groups, are generally measured at the lower of their carrying amount and fair value
less costs to sell. An impairment loss is recognised for any initial or subsequent write-down of the asset to fair
value less costs to sell. A gain is recognised for any subsequent increases in fair value less costs to sell of an
asset, but not in excess of any cumulative impairment loss previously recognised. A gain or loss not previously
recognised by the date of the sale of the non-current asset is recognised at the date of de-recognition.
Once classified as held-for-sale, intangible assets and property, plant and equipment are no longer
amortised or depreciated.
f) Impairment of non-financial assets
The Company 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
Company estimates the asset’s recoverable amount. An asset’s recoverable amount is the higher of an assets
or cash-generating unit’s (CGU) fair value less costs of disposal and its value in use. 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 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.
Impairment losses of continuing operations, including impairment on inventories, are recognised in the
statement of profit and loss.
For assets an assessment is made at each reporting date to determine whether there is an indication that
previously recognised impairment losses no longer exist or have decreased. If such indication exists, the
Company estimates the asset’s or CGU’s recoverable amount. A previously recognised impairment loss is
reversed only if there has been a change in the assumptions used to determine the asset’s recoverable
amount since the last impairment loss was recognised. The reversal is limited so that the carrying
amount of the asset does not exceed its recoverable amount, nor exceed the carrying amount that would have
been determined, net of depreciation, had no impairment loss been recognised for the asset in prior years. Such
reversal is recognised in the statement of profit or loss unless the asset is carried at a revalued amount,
in which case, the reversal is treated as a revaluation increase.
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g) Borrowing and Borrowing Costs

Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are
subsequently measured at amortised cost. Any difference between the proceeds (net of transaction costs) and
the redemption amount is recognised in Statement of profit and loss over the period of the
borrowings using the effective interest method. Borrowings are derecognised from the balance sheet when
the obligation specified in the contract is discharged, cancelled or expired. The difference between the carrying
amount of a borrowings that has been extinguished or transferred to another party and the consideration paid,
including any non-cash assets transferred or liabilities assumed, is recognised in Statement of profit and
loss as other gains/(losses). Borrowings are classified as current liabilities unless the Company has an
unconditional right to defer settlement of the liability for at least 12 months after the reporting period.
Borrowing costs directly attributable to the acquisition, construction or production of an asset that
necessarily takes a substantial period of time to get ready for its intended use are capitalised as part of the
cost of the asset. All other borrowing costs are expensed in the period in which they occur. Borrowing costs
consist of interest and other costs that an entity incurs in connection with the borrowing of funds. Borrowing
cost also includes exchange differences to the extent regarded as an adjustment to the borrowing costs.
Borrowing costs directly attributable to the acquisition or construction of qualifying assets are
capitalised as part of the cost of the assets up to the date the asset is ready for its intended use. All other
borrowing costs are recognised as an expense in the Restated Statement of Profit and Loss account in the year
in which they are incurred.
h) Inventories
Inventories are valued as follows:
Raw materials, stock in trade and stores and spares - Lower of cost and net realisable value. Cost is
determined on a weighted average basis. Materials and other items held for use in the production of
inventories are not written down below costs, if finished goods in which they will be incorporated are
expected to be sold at or above cost.
Work-in-progress and finished goods - Lower of cost and net realisable value. Cost includes direct
materials, labour and a proportion of manufacturing overheads.
Net realisable value is the estimated selling price in the ordinary course of business, less estimated costs of
completion and to make the sale. However, materials and other items held for use in the production of finished
goods or providing services are not written down below cost if the finished products in which they will be
incorporated are expected to be sold at or above cost. The comparison of cost and net realizable value is
made on item by item basis.
i) Revenue Recognition
Revenue is measured at the amount of transaction price (net of variable consideration) received or
receivable when control of the goods is transferred to the customer and there are no unfulfilled
performance obligations as per the contract with the customers. The Company recognizes revenue when it
satisfies a performance obligation in accordance with the provisions of contract with the customer. This is
achieved when;
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 effective control of goods along with significant risks and rewards of ownership has been transferred to
customer;
 the amount of revenue can be measured reliably;
 it is probable that the economic benefits associated with the transaction will flow to the Company; and
 the costs incurred or to be incurred in respect of the transaction can be measured reliably.
Revenue represents net value of goods and services provided to customers after deducting for certain
incentives including, but not limited to discounts, volume rebates, etc. For incentives offered to
customers, the Company makes estimates related customer performance and sales volume to determine the
total amounts earned and to be recorded as deductions. The estimate is made in such a manner, which
ensures that it is highly probable that a significant reversal in the amount of cumulative revenue recognised
will not occur. The actual amounts may differ from these estimates and are accounted for prospectively.
The Company considers shipping and handling activities as costs to fulfill the promise to transfer the
related products and the customer payments for shipping and handling costs are recorded as a
component of revenue. In certain customer contracts, shipping and handling services are treated as a
distinct separate performance obligation and the Company recognizes revenue for such services when the
performance obligation is completed.
Revenue are net of Goods and Service Tax. No element of significant financing is deemed present as the
sales are made with a credit term, which is consistent with market practice.
Revenue (other than sale) is recognised to the extent that it is probable that the economic benefits will flow
to the company and the revenue can be reliably measured. Export incentives are recognized when there is
reasonable assurance that the Company will comply with the conditions and the incentives will be received.
Export entitlements are recognized in the statement of profit and loss when the right to receive credit as per the
terms of the scheme is established in respect of exports made and when there is no significant uncertainty
regarding the ultimate collection of the relevant export proceeds.
Interest income from a financial asset is recognised when it is probable that the economic benefits will flow
to the Company and the amount of income can be measured reliably. Interest income is accrued on a time basis,
by reference to the principal outstanding and at the effective interest rate applicable, which is the rate that
exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset's
net carrying amount on initial recognition.
Contract assets
Contract asset is right to consideration in exchange for goods or services transferred to the customer and
performance obligation satisfied. If the Company performs by transferring goods or services to a
customer before the customer pays consideration or before payment is due, a contract asset is recognised for
the earned consideration that is conditional. Upon completion of the attached condition and
acceptance by the customer, the amounts recognised as contract assets is reclassified to trade receivables upon
invoicing. A receivable represents the Company’s right to an amount of consideration that is
unconditional. Contract assets are subject to impairment assessment.
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Contract liabilities
A contract liability is the obligation to transfer goods or services to a customer for which the Company has
received consideration from the customer. If customer pays consideration before the Company transfers
goods or services to the customer, a contract liability is recognised when the payment is made. Contract
liabilities are recognised as revenue when the Company performs under the contract (i.e., transfers
control of the related goods or services to the customer).
Trade receivables
A trade receivable is recognised if an amount of consideration that is unconditional (i.e., only the passage of
time is required before payment of the consideration is due).
j) Foreign currencies
The Company’s financial statements are presented in INR, which is also its functional currency. Transactions
and balances
Transactions in foreign currencies are initially recorded by the Company at functional currency spot rates
at the date the transaction first qualifies for recognition.
Monetary assets and liabilities denominated in foreign currencies are translated at the functional
currency closing rate of exchange at 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. Non-monetary items measured at fair value in a
foreign currency are translated using the exchange rates at the date when the fair value is determined. The
gain or loss arising on translation of non-monetary items measured at fair value is treated in line with
the recognition of the gain or loss on the change in fair value of the item (i.e., translation differences on
items whose fair value gain or loss is recognised in statement of profit or loss are also recognised in OCI or
statement of profit or loss, respectively).
k) Income Taxes
Current tax
Current tax assets and liabilities are measured at the amount expected to be recovered from or paid to the
taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or
substantively enacted in India, at the reporting date.
Current tax relating to items recognised outside statement of profit or loss is recognised outside
statement of profit or loss (either in other comprehensive income or in equity). Current tax items are
recognised in correlation to the underlying transaction either in OCI or directly in equity. Management
periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax
regulations are subject to interpretation and establishes provisions where appropriate.
Current tax assets is offset against current tax liabilities if, and only if, a legally enforceable right exists to set
off the recognised amounts and there is an intention either to settle on a net basis, or to realise the asset and
settle the liability simultaneously.
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Deferred tax
Deferred tax is provided using the liability method on temporary differences between the tax bases of
assets and liabilities and their carrying amounts for financial reporting purposes at the reporting date.
Deferred tax assets are recognised for all deductible temporary differences, the carry forward of unused tax
credits and any unused tax losses. Deferred tax assets are recognised to the extent that it is probable that taxable
profit will be available against which the deductible temporary differences, and the carry forward of unused
tax credits and unused tax losses can be utilised. Deferred tax liabilities are generally recognised for all the
taxable temporary differences.
The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it
is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax
asset to be utilised. Unrecognised deferred tax assets are re-assessed at each reporting date and are recognised
to the extent that it has become probable that future taxable profits will allow the deferred tax asset to be
recovered.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when
the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or
substantively enacted at the reporting date.
Deferred tax assets and deferred tax liabilities are offset if a legally enforceable right exists to set off
current tax assets against current tax liabilities and the deferred taxes relate to the same taxable entity and
the same taxation authority.
l) Employee benefits
Short-term benefits
The undiscounted amount of short-term employee benefits expected to be paid in exchange for the
service rendered by employees are recognised during the period when the employee renders the
services.
Defined contribution plans
Retirement benefit in the form of provident fund is a defined contribution scheme. The Company has no
obligation, other than the contribution payable to the provident fund. The Company recognizes
contribution payable to the provident fund scheme as an expense, when an employee renders the related service.
Company’s contribution to state defined contribution plans namely Employee State Insurance is made in
accordance with the Statute, and are recognised as an expense when employees have rendered services
entitling them to the contribution.
Defined benefits plans
The Company operates a defined benefit gratuity plan in India, which requires contributions to be made to a
separately administered fund. Gratuity is a defined benefit obligation.
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The cost of providing benefits under the defined benefit plan is determined using the projected unit credit
method. In respect of post-retirement benefit re-measurements 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, are recognised immediately in the balance sheet with a corresponding
debit or credit to retained earnings through OCI in the period in which they occur. Re-measurements
are not reclassified to statement of profit or loss in subsequent periods.
Past service cost is recognised as an expense when the plan amendment or curtailment occurs or when any
related restructuring costs or termination benefits are recognised, whichever is earlier.
Other long-term benefits
Accumulated leave, which is expected to be utilized within the next twelve months, is treated as
short-term employee benefit. The Company measures the expected cost of such absences as the
additional amount that it expects to pay as a result of the unused entitlement that has accumulated at the balance
sheet date. Actuarial gains/ losses on the compensated absences are immediately taken to the statement of
profit and loss and are not deferred.
m) Leases
Company as a lessee
The Company assesses if a contract is or contains a lease at inception of the contract. A contract is, or
contains, a lease if the contract conveys the right to control the use of an identified asset for a period time in
exchange for consideration.
The Company recognizes a right-of-use asset and a lease liability at the commencement date, except for short-
term leases of twelve months or less and leases for which the underlying asset is of low value, which are
expensed in the statement of operations on a straight-line basis over the lease term.
The lease liability is initially measured at the present value of the lease payments that are not paid at the
commencement date, discounted using the interest rate implicit in the lease, or, if not readily
determinable, the incremental borrowing rate specific to the country, term and currency of the contract. Lease
payments can include fixed payments, variable payments that depend on an index or rate known at the
commencement date, as well as any extension or purchase options, if the Company is reasonably certain to
exercise these options. The lease liability is subsequently measured at amortized cost using the effective interest
method and remeasured with a corresponding adjustment to the related right-of-use asset when there is a
change in future lease payments in case of renegotiation, changes of an index or rate or in case of reassessments
of options.
The right-of-use asset comprises, at inception, the initial lease liability, any initial direct costs and, when
applicable, the obligations to refurbish the asset, less any incentives granted by the lessors. The right-
of-use asset is subsequently depreciated, on a straight-line basis, over the lease term, if the lease transfers
the ownership of the underlying asset to the Company at the end of the lease term or, if the cost of the right-of-
use asset reflects that the lessee will exercise a purchase option, over the estimated useful life of the underlying
asset. other are also subject to testing for impairment if there is an indicator for impairment. Variable lease
payments not included in the measurement of the lease liabilities are expensed to the statement of
operations in the period in which the events or conditions which trigger those payments occur. In the
statement of financial position right-of-use assets and lease liabilities are classified respectively as part of
property, plant and equipment and short-term/long-term debt.
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n) Government grant and subsidies

Grants from the Government are recognised at their fair value where there is a reasonable assurance that the
grant will be received and the Company will comply with all attached conditions. Government grants relating
to the purchase of property, plant and equipment are included in noncurrent liabilities as deferred
income and are credited to statement of profit and loss on a systematic basis over the expected lives of the
related assets to match them with the costs for which they are intended to compensate and presented within
other income.
Government grants that compensate the Company for expenses incurred are recognised in the Statement of
Profit and Loss, as income or deduction from the relevant expense, on a systematic basis in the periods in which
the expense is recognised.
o) Cash and cash equivalents
Cash and cash equivalent comprise cash at banks and on hand, cheques on hand and short-term deposits with
an original maturity of three months or less, which are subject to an insignificant risk of changes in value.
p) Provisions, contingent liabilities and contingent assets
Provisions are recognised when present obligations (legal or constructive) as a result of a past event will
probably lead to an outflow of economic resources and amounts can be estimated reliably. Timing or
amount of the outflow may still be uncertain. A present obligation arises when there is a presence of a legal
or constructive commitment that has resulted from past events, for example, legal disputes or onerous
contracts. Provisions are not recognised for future operating losses.
Provisions are measured at the estimated expenditure required to settle the present obligation, based on the
most reliable evidence available at the reporting date, including the risks and uncertainties associated with the
present obligation. Provisions are discounted to their present values, where the time value of money is
material.
Any reimbursement that the Company can be virtually certain to collect from a third party with respect to the
obligation is recognised as a separate asset. However, this asset may not exceed the amount of the related
provision.
All provisions are reviewed at each reporting date and adjusted to reflect the current best estimate.
In those cases where the outflow of economic resources as a result of present obligations is considered
improbable or remote, no liability is recognised.
Contingent liability is disclosed for:
 Possible obligations which will be confirmed only by future events not wholly within the control of the
Company or
 Present obligations arising from past events where it is not probable that an outflow of resources will be
required to settle the obligation or a reliable estimate of the amount of the obligation cannot be made.
Contingent assets are not recognised. However, when inflow of economic benefits is probable, related
asset is disclosed.
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q) Earnings per share

Basic earnings per equity share is computed by dividing net profit or loss for the year attributable to the equity
shareholders of the Company by the weighted average number of equity shares outstanding during the
year. The weighted average number of equity shares outstanding during the year and for all periods presented
is adjusted for events, such as bonus shares, other than the conversion of potential equity shares, that have
changed the number of equity shares outstanding, without a corresponding change in resources.
Diluted earnings per share is computed by dividing net profit or loss for the year attributable to the equity
shareholders of the Company and weighted average number of equity shares considered for deriving
basic earnings per equity share and also the weighted average number of equity shares that could have
been issued upon conversion of all dilutive potential equity shares. The dilutive potential equity shares are
adjusted for the proceeds receivable had the equity shares been actually issued at fair value (i.e. the average
market value of the outstanding equity shares).
r) Fair value measurement
In determining the fair value of its financial instruments, the Company uses a variety of methods and
assumptions that are based on market conditions and risks existing at each reporting date. The methods used to
determine fair value include discounted cash flow analysis, available quoted market prices and dealer quotes.
All methods of assessing fair value result in general approximation of value, and such value may never actually
be realized. For financial assets and liabilities maturing within one year from the Balance Sheet date and
which are not carried at fair value, the carrying amounts approximate fair value due to the short maturity of
these instruments.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly
transaction between market participants at the measurement date, regardless of whether that price is directly
observable or estimated using another valuation technique. In estimating the fair value of an asset or a
liability, the Company takes into account the characteristics of the asset or liability, if market participants
would take those characteristics into account when pricing the asset or liability at the measurement date.
In addition, for financial reporting purposes, fair value measurements are categorized into Level 1, 2 or 3 based
on the degree to which the inputs to the fair value measurements are observable and the significance
of the inputs to the fair value measurement in its entirety, which are described as follows: Level 1 inputs are
quoted prices /net asset value (unadjusted) in active markets for identical assets or liabilities that the company
can access at the measurement date;
Level 2 inputs are inputs, other than quoted prices included within Level 1, that are observable for the asset
or liability, either directly or indirectly; and
Level 3 inputs are unobservable inputs for the asset or liability.
s) Segment reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief
operating decision maker. Chief operating decision maker review the performance of the Company
according to the nature of products manufactured, traded 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 locations of customers.
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t) Financial instruments
A financial instrument is defined as any contract that gives rise to a financial asset of one entity and a
financial liability or equity instruments of another entity. Financial instruments also include derivative
contracts such as foreign exchange forward contracts, embedded derivatives in the host contract, etc. Initial
recognition and measurement - Financial assets and financial liabilities are recognized when the
Company becomes a party to the contractual provisions of the financial instrument. Financial
instrument (except trade receivables) are measured initially at fair value adjusted for transaction costs, except
for those carried at fair value through profit or loss which are measured initially at fair value. Trade
receivables are measured at their transaction price unless it contains a significant financing component in
accordance with Ind AS 115 for pricing adjustments embedded in the contract. Subsequent measurement
[Non-derivative financial assets]-
i. Financial assets carried at amortised cost : A financial asset is measured at the amortised cost, if both
the following conditions are met:
• The asset is held within a business model whose objective is to hold assets for collecting contractual
cash flows, and
• Contractual terms of the asset give rise on specified dates to cash flows that are solely payments of
principal and interest (SPPI) on the principal amount outstanding.
After initial measurement, such financial assets are subsequently measured at amortised cost using the
effective interest rate (EIR) method.
ii. Financial assets at fair value through Profit & Loss (FVTPL) : Financial assets, which does not meet
the criteria for categorization as at amortized cost or as FVOCI, are classified as at FVTPL. Financial assets
included within the FVTPL category are measured at fair value with all changes recognized in the
Statement of Profit & Loss.
Subsequent measurement [Non-derivative financial liabilities]- Subsequent to initial recognition, all
non-derivative financial liabilities are measured at amortised cost using the effective interest method.
Trade Receivable
Trade receivables are initially recognised when they are originated. All other financial assets and
financial liabilities are initially recognised when the Company becomes a party to the contractual
provisions of the instrument. A financial asset, except trade receivable which are recognised at
transaction price as per Ind AS 115, or financial liability is initially measured at fair value plus, for an item
not at fair value through profit and loss (FVTPL), transaction costs that are directly attributable to its
acquisition or issue.
Financial guarantee contracts
Financial guarantee contracts are recognised as a financial liability at the time the guarantee is issued.
The liability is initially measured at fair value and subsequently at the higher of (i) the amount
determined in accordance with the expected credit loss model as per Ind-AS 109 and (ii) the amount
initially recognised less, where appropriate, cumulative amount of income recognised in accordance with
the principles of Ind AS 115. The fair value of financial guarantees is determined based on the present
value of the difference in cash flows between the contractual payments required under the debt
instrument and the payments that would be required without the guarantee, or the estimated amount
that would be payable to a third party for assuming the obligations.
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u) Impairment of financial assets

In accordance with Ind AS 109, the Company applies expected credit loss (ECL) model for measurement and
recognition of impairment loss for financial assets. ECL is the weighted-average of difference between
all contractual cash flows that are due to the Company in accordance with the contract and all the cash flows
that the Company expects to receive, discounted at the original effective interest rate, with the respective risks
of default occurring as the weights. When estimating the cash flows, the Company is required to consider:
 All contractual terms of the financial assets (including prepayment and extension) over the expected life of
the assets.
 Cash flows from the sale of collateral held or other credit enhancements that are integral to the
contractual terms.
Trade receivables: In respect of trade receivables, the Company applies the simplified approach of Ind AS
109, which requires measurement of loss allowance at an amount equal to lifetime expected credit losses.
Lifetime expected credit losses are the expected credit losses that result from all possible default events over the
expected life of a financial instrument.
Other financial assets: In respect of its other financial assets, the Company assesses if the credit risk on those
financial assets has increased significantly since initial recognition. If the credit risk has not increased
significantly since initial recognition, the Company measures the loss allowance at an amount equal to 12-
month expected credit losses, else at an amount equal to the lifetime expected credit losses.
When making this assessment, the Company uses the change in the risk of a default occurring over the
expected life of the financial asset. To make that assessment, the Company compares the risk of a default
occurring on the financial asset as at the balance sheet date with the risk of a default occurring on the
financial asset as at the date of initial recognition and considers reasonable and supportable information, that is
available without undue cost or effort, that is indicative of significant increases in credit risk since initial
recognition. The Company assumes that the credit risk on a financial asset has not increased
significantly since initial recognition if the financial asset is determined to have low credit risk at the
balance sheet date.
De-recognition of financial assets: A financial asset is primarily de-recognised when the contractual rights
to receive cash flows from the asset have expired or the Company has transferred its rights to receive cash
flows from the asset.
Non-derivative financial liabilities
Subsequent measurement: Subsequent to initial recognition, all non-derivative financial liabilities are
measured at amortised cost using the effective interest method.
De-recognition of financial liabilities: A financial liability is de-recognized when the obligation under the
liability is discharged or cancelled or expires. When an existing financial liability is replaced by another
from the same lender on substantially different terms or the terms of an existing liability are substantially
modified, such an exchange or modification is treated as the de-recognition of the original liability and the
recognition of a new liability. The difference in the respective carrying amounts is recognised in the
statement of profit or loss.
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Offsetting of financial instruments: Financial assets and financial liabilities are offset, and the
net amount is reported in the balance sheet if there is a currently enforceable legal right to offset
the recognised amounts and there is an intention to settle on a net basis, to realise the assets and settle
the liabilities simultaneously.
v) Event after the Reporting Period
Events after the reporting period that provide additional information about the Company’s position at
the end of the reporting period or those that indicate the going concern assumption is not appropriate
are adjusting events and are reflected in the financial statements. Events after the end of the reporting
period that are not adjusting events are disclosed in the notes the restated financial information when
material.
3. Standards issued but not yet effective
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 August
12, 2024, MCA amended the Companies (Indian Accounting Standards) Amendment Rules, 2024,
applicable from April 1, 2024, as below:
a) Ind AS 117, Insurance Contracts
A new Ind AS 117 relating to ‘Insurance Contracts’ has been inserted. Ind AS 117 supersedes Ind AS
104 “Insurance Contracts”. Ind AS 117 establishes principles for recognising, measuring,
presenting and disclosing insurance contracts. The objective is to ensure that an entity
provides relevant information that faithfully represents those contracts. An entity must apply Ind AS
117 to insurance, reinsurance, and investment contracts.
b) Ind AS 116, Leases
The amendment require seller-lessee shall determine 'lease payments' or 'revised lease payments' in
a way that the seller-lessee would not recognise any amount of the gain or loss that relates to
the right of use retained by the seller-lessee. These rules aim to streamline accounting processes
and ensure compliance with the updated Ind AS requirements. However, the Company is not
engaged in sale and lease back transactions, hence do not have any impact on the Restated Financial
Information.
The Company does not expect the amendment to have any significant impact in its Restated
Financial information.
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Annexure VI- Notes to Restated Financial Information
4A : Property, plant and equipment
Plant and Electrical Installation Furniture and Office

Gross Block Land Buildings Vehicles Total
Equipments and Fittings Fixtures Equipments
As at April 1, 2021 (Deemed Cost, Net) 12.04 296.31 159.46 4.71 25.79 3.01 8.30 509.62
Addition - 15.54 31.69 - 2.24 2.39 2.43 54.29
Disposals - - 0.06 - - - - 0.06
As at March 31, 2022 12.04 311.85 191.09 4.71 28.03 5.40 10.73 563.85
Addition - 161.24 194.01 33.64 5.12 - 5.29 399.30
Disposals 1.84 20.98 - - - - - 22.82
As at March 31, 2023 10.20 452.11 385.10 38.35 33.15 5.40 16.02 940.33
Addition - 79.64 229.38 20.57 9.64 6.28 15.48 360.99
Disposals - - - - - 3.09 - 3.09
As at March 31, 2024 10.20 531.75 614.48 58.92 42.79 8.59 31.50 1,298.23
Addition - - 39.22 - 0.07 - 1.79 41.08
Disposals - 2.13 1.35 - - - 0.01 3.49
As at June 30, 2024 10.20 529.62 652.35 58.92 42.86 8.59 33.28 1,335.82
As at March 31, 2023 10.20 452.11 385.10 38.35 33.15 5.40 16.02 940.33
Addition - - 26.30 1.27 0.86 - 1.99 30.42
Disposals - - - - - 3.09 - 3.09
As at June 30, 2023 10.20 452.11 411.40 39.62 34.01 2.31 18.01 967.66

Accumulated depreciation Land Buildings Vehicles Total
As at April 1, 2021 (Deemed Cost, Net) - - - - - - - -
Charge for the year - 12.16 13.21 0.49 3.11 0.51 1.51 30.99
Disposals - - - - - - - -
As at March 31, 2022 - 12.16 13.21 0.49 3.11 0.51 1.51 30.99
Disposals - 4.25 - - - - - 4.25
As at March 31, 2023 - 21.31 30.06 1.41 6.43 1.19 3.19 63.59
Disposals - - - - - 0.98 - 0.98
As at March 31, 2024 - 40.14 61.25 5.67 10.63 0.89 7.60 126.18
Disposals - 0.30 0.01 - - - - 0.31
As at June 30, 2024 - 44.73 71.77 7.08 11.78 1.18 8.88 145.42
300

Accumulated depreciation Land Buildings Vehicles Total
As at March 31, 2023 - 21.31 30.06 1.41 6.43 1.19 3.19 63.59
Disposals - - 0.83 - - - - 0.83
As at June 30, 2023 - 25.58 36.04 2.33 7.36 1.36 3.80 76.47
Net Carrying Amount

As at March 31, 2022 12.04 299.69 177.88 4.22 24.92 4.89 9.22 532.86
As at March 31, 2023 10.20 430.80 355.04 36.94 26.72 4.21 12.83 876.74
As at June 30, 2023 10.20 426.53 375.36 37.29 26.65 0.95 14.21 891.19
As at March 31, 2024 10.20 491.61 553.23 53.25 32.16 7.70 23.90 1,172.05
As at June 30, 2024 10.20 484.89 580.58 51.84 31.08 7.41 24.40 1,190.40
4A.1 Assets pledged and hypothecated against borrowings. Refer Note No. 19 & 23.
4A.2 There was no revaluation carried out by the Company during the periods/years reported above.
4A.3 The title deeds of immovable properties are held in the name of the Company .
4A.4 As at April 1, 2021 the Company has elected to measure its property, plant and equipment at their carrying value as per previous GAAP. Accordingly, the gross block is carried at ₹ 763.22 millions and accumulated
depreciation is at ₹ 253.60 millions. Accordingly, the net value is carried at ₹ 509.62 millions and category wise as given below-
Accumulated Net Carrying

Gross Carrying Value
Description Depreciation up to Value as at April
as at April 1, 2021
April 1, 2021 1, 2021
Land 12.04 - 12.04
Buildings 388.92 92.61 296.31
Plant and Equipments 283.59 124.13 159.46
Electrical Installation and Fittings 5.18 0.47 4.71
Furniture and Fixtures 34.53 8.74 25.79
Vehicles 18.14 15.13 3.01
Office Equipments 20.82 12.52 8.30
763.22 253.60 509.62
301
4B : Capital work-in-progress
Intangible Assets Capital work in

Particulars Total
under development progress
As at April 1, 2021 - - -
Additions - 1.27 1.27
Capitalised during the year - - -
As at March 31, 2022 - 1.27 1.27
Additions - 81.77 81.77
Capitalised during the year - - -
As at March 31, 2023 - 83.04 83.04
Additions - - -
Capitalised during the year - 83.04 83.04
As at March 31, 2024 - - -
Capitalised during the period - - -
As at June 30, 2024 - 6.14 6.14
As at March 31, 2023 - 83.04 83.04

Capitalised during the period - -
As at June 30, 2023 - 90.57 90.57
4B.1. Ageing schedule of Capital work-in-progress

Particulars As at June 30, 2024 As at June 30, 2023
Projects in progress
< 1 Year 6.14 90.57
1-2 Years - -
2-3 Years - -
>3 Years - -
Projects in progress (total) 6.14 90.57
Projects temporarily suspended - -
Particulars As at March As at March 31, 2023 As at March 31,

31,2024 2022
Projects in progress
< 1 Year - 81.77 1.27
1-2 Years - 1.27 -
2-3 Years - - -
>3 Years - - -
Projects in progress (total) - 83.04 1.27
Projects temporarily suspended - - -
4B.2. The Company does not have any material project which is overdue or has exceeded its cost compared to its original
plan. Capital work-in-progress will be capitalised within twelve months period.
302
4C. Right of Use Assets

Leasehold
Gross Block Buildings Total
Land
As at April 1, 2021 82.72 2.45 85.17
Addition - 33.04 33.04
Disposals - - -
As at March 31, 2022 82.72 35.49 118.21
Addition - 2.40 2.40
Disposals 9.73 9.73
As at March 31, 2023 72.99 37.89 110.88
Addition - 136.54 136.54
Disposals - - -
As at March 31, 2024 72.99 174.43 247.42
Addition - - -
Disposals 1.19 - 1.19
As at June 30, 2024 71.80 174.43 246.23
As at March 31, 2023 72.99 37.89 110.88

Addition - - -
Disposals - - -
As at June 30, 2023 72.99 37.89 110.88
Leasehold
Accumulated Depreciation Buildings Total
Land
As at April 1, 2021 - - -
Charge for the year 0.93 1.36 2.29
Disposals - - -
As at March 31, 2022 0.93 1.36 2.29
Disposals - - -
As at March 31, 2023 1.86 3.82 5.68
Disposals - - -
As at March 31, 2024 2.79 17.73 20.52
Disposals 0.05 - 0.05
As at June 30, 2024 2.97 25.19 28.16
-
As at March 31, 2023 1.86 3.82 5.68
Disposals - - -
As at June 30, 2023 2.09 4.45 6.54
Net carrying value as at March 31, 2022 81.79 34.13 115.92

Net carrying value as at June 30, 2023 70.90 33.44 104.34
Net carrying value as at June 30, 2024 68.83 149.24 218.07
4C.1 Lease deeds of right-of-use assets are held in the 303

name of the Company .
4D : Investment Properties
Gross Block Freehold Land Buildings Total

As at April 1, 2021 4.69 14.70 19.39
Addition - - -
Disposals - - -
As at March 31, 2022 4.69 14.70 19.39
Addition - - -
Disposals - -
As at March 31, 2023 4.69 14.70 19.39
Addition - - -
Disposals - - -
As at March 31, 2024 4.69 14.70 19.39
Addition - - -
Disposals - - -
As at June 30, 2024 4.69 14.70 19.39
As at March 31, 2023 4.69 14.70 19.39

Addition - - -
Disposals - - -
As at June 30, 2023 4.69 14.70 19.39
Accumulated Amortisation Freehold Land Buildings Total

As at April 1, 2021 - 8.81 8.81
Charge for the year 0.22 0.22
Disposals - - -
As at March 31, 2022 - 9.03 9.03
Disposals - -
As at March 31, 2023 - 9.25 9.25
Disposals - -
As at March 31, 2024 - 9.47 9.47
Disposals - -
As at June 30, 2024 - 9.53 9.53
As at March 31, 2023 - 9.25 9.25

Disposals - -
As at June 30, 2023 - 9.31 9.31
Net Carrying Amount

As at March 31, 2022 4.69 5.67 10.36
As at March 31, 2023 4.69 5.45 10.14
As at June 30, 2023 4.69 5.39 10.08
As at March 31, 2024 4.69 5.23 9.92
As at June 30, 2024 4.69 5.17 9.86
304
4D.1 There are no restrictions as to the title of any of the items included in investment properties.
4D.2 There was no revaluation carried out by the Company during the periods/years reported above.
4D.3 Assets pledged and hypothecated against borrowings. Refer Note No. 19 & 23.
4D.4. All the title deeds of immovable property are held in the name of the Company
4D.5 Estimation of fair value:- The fair value of the aforementioned properties, as of June 30, 2024, is ₹ 185.94 million. This valuation
is based on market rates prevailing for similar properties in the respective locations, as determined by an independent valuer who is not
registered under Section 247 of the Companies Act, 2013 read with rule 2 of Companies (Registered Valuers and Valuation) Rules, 2017.
The investment properties leased out by the Company are under cancellable lease agreements subject to 2 months prior notice after non
cancellable period. The prevailing market rates for the sale and purchase of such properties are indicative of their fair value. The
Company’s investment properties are situated in locations where active markets exist for similar types of properties, providing a robust
basis for valuation.
4D.6 Amounts recognised in Restated Statement of Profit and loss for investment properties
For the Period ended For the Period ended

Particular
on June 30, 2024 on June 30, 2024
Rental Income derived from investment properties 1.01 0.56

Direct operating expenses - -
Depreciation (0.06) (0.06)
Profit arising from investment properties 0.95 0.50
For the year ended on For the year ended on For the year ended
Particular
March 31, 2024 March 31, 2023 on March 31, 2022
Rental Income derived from investment properties 3.34 3.37 4.00
Direct operating expenses - - -
Depreciation (0.22) (0.22) (0.22)
Profit arising from investment properties 3.12 3.15 3.78
305
4E : Other Intangible assets
Computer
Gross Block Total
Software
As at April 1, 2021 3.12 3.12
Addition - -
Disposals - -
As at March 31, 2022 3.12 3.12
Addition - -
Disposals - -
As at March 31, 2023 3.12 3.12
Addition 0.45 0.45
Disposals - -
As at March 31, 2024 3.57 3.57
Addition -
Disposals - -
As at June 30, 2024 3.57 3.57
As at March 31, 2023 3.12 3.12
Addition -
Disposals -
As at June 30, 2023 3.12 3.12
Computer
Accumulated Amortisation Total
Software
As at April 1, 2021 - -
Disposals - -
As at March 31, 2022 2.76 2.76
Disposals - -
As at March 31, 2023 3.11 3.11
Disposals - -
As at March 31, 2024 3.13 3.13
Disposals - -
As at June 30, 2024 3.15 3.15
As at March 31, 2023 3.11 3.11
Charge for the year -
Disposals -
As at June 30, 2023 3.11 3.11
Net Carrying Amount
As at March 31, 2022 0.36 0.36
As at March 31, 2023 0.01 0.01
As at June 30, 2023 0.01 0.01
As at March 31, 2024 0.44 0.44
As at June 30, 2024 0.42 0.42
4E.1 There are no restrictions as to the title of any of the items included in intangible assets.
4E.2 There was no revaluation carried out by the Company during the periods/years reported above.
4E.3 As at April 1,2021 the Company has elected to measure its intangible assets at their carrying value as per previous GAAP. Accordingly,
the gross block is carried at ₹ 20.17 millions and accumulated amortisation is at ₹ 17.05 millions. Accordingly, the net value is carried at ₹
3.12 millions and category wise as given below-
Gross Carrying Accumulated Net Carrying
Description Value as at April Depreciation up Value as at April
1, 2021 to April 1, 2021 1, 2021
Computer Software 20.17 17.05 3.12
306 20.17 17.05 3.12
5 Investments (Non-Current)
Investment in equity shares (carried at fair value through profit and loss)
Nil (June 30, 2023 : Nil, March 31, 2024 : Nil; March 31, 2023 : Nil; - - - - 0.42
March 31, 2022 : 10,000) equity shares of ₹ 10 each of Encraft India Private
Limited
- - - - 0.42
5.1 Aggregate amount of unquoted investments - - - - 0.42

5.2 Aggregate amount of impairment in value of investments - - - - -
5.3 The above investment is not listed on any stock exchange in India or outside India.
6 Other Non-Current Financial Assets

(Unsecured, considered good at amortised cost unless otherwise stated)
Security deposits with others 39.41 31.70 39.22 30.19 10.93

Security deposits with Government departments 1.04 1.30 1.69 1.30 1.24
40.45 33.00 40.91 31.49 12.17
7 Deferred Tax Asset (Net)
(a) Deferred Tax Liability being tax impact on -

Property, plant and equipment and other
(i)
intangible assets and Investment Properties 75.33 40.64 72.98 43.80 37.54
(ii) Right of use assets 54.88 30.38 66.07 29.27 32.25
Total (a) 130.21 71.02 139.05 73.07 69.79
(b) Deferred Tax Assets being tax impact on -

(i)Expenses allowable on payment basis under the Income Tax Act 13.08 13.67 12.99 12.13 11.65
(ii)Lease Liability 38.40 10.01 45.80 9.62 9.17
(iii)
Provision for expected credit loss 0.05 0.03 0.11 0.13 1.67
(iv)Provision for warranty 1.03 0.96 1.06 0.67 0.40
(v)MAT Credit Entitlement - 5.60 - 5.60 11.63
Total (b) 52.56 30.27 59.96 28.15 34.52
(c) Net Deferred Tax Liabilities / (Assets) ( a ) – ( b ) 77.65 40.75 79.09 44.92 35.27
Movement in Deferred Tax Liabilities
Particulars As at March 31, 2024 Recognised in P&L Recognised in OCI As at June 30, 2024
Deferred Tax liability being tax impact on -
intangible assets and investment properties 72.97 2.36 - 75.33
Right of use assets 66.07 (11.19) - 54.88
Sub total (a) 139.05 (8.83) - 130.21
Deferred Tax Assets being tax impact on -
Expenses allowable on payment basis 12.99 0.09 - 13.08
Lease Liability 45.80 (7.84) 0.44 38.40
Provision for expected credit loss 0.11 (0.06) - 0.05
Provision for warranty 1.06 (0.03) - 1.03
Sub total (b) 59.96 (7.84) 0.44 52.56
Net Deferred Tax Liability / (Asset) (a)-(b) 79.09 (0.99) (0.44) 77.65
307
Particulars As at March 31, 2023 Recognised in P&L Recognised in OCI As at June 30, 2023
intangible assets and investment properties 43.80 (3.16) - 40.64
Right of use assets 29.27 1.11 - 30.38
Sub total (a) 73.07 (2.05) - 71.02
Expenses allowable on payment basis 12.13 1.50 0.03 13.67
Lease Liability 9.62 0.39 - 10.01
Provision for expected credit loss 0.13 (0.10) 0.03
Provision for warranty 0.67 0.29 0.96
MAT Credit Entitlement 5.60 - - 5.60
Sub total (b) 28.15 2.08 0.03 30.27
Net Deferred Tax Liability / (Asset) (a)-(b) 44.92 (4.13) (0.03) 40.76
As at March 31,
Particulars As at March 31, 2023 Recognised in P&L Recognised in OCI
2024
Sub total (a) 73.07 65.98 - 139.05
Expenses allowable on payment basis 12.13 1.35 (0.49) 12.99
Provision for warranty 0.67 0.39 - 1.06
MAT Credit Entitlement 5.60 (5.60) - -
Sub total (b) 28.15 32.30 (0.49) 59.96
Net Deferred Tax Liability / (Asset) (a)-(b) 44.92 33.68 0.49 79.09
As at March 31,
2023
Right of use assets 32.25 (2.98) - 29.27
Sub total (a) 69.79 3.28 - 73.07
Expenses allowable on payment basis 11.65 1.08 (0.60) 12.13
MAT Credit Entitlement 11.63 (6.03) - 5.60
Sub total (b) 34.52 (5.77) (0.60) 28.15
308
As at March 31,
2022
Sub total (a) 56.36 13.43 - 69.79
Expenses allowable on payment basis 13.04 (0.42) (0.97) 11.65
Lease liability 0.68 8.49 - 9.17
Provision for expected credit loss 1.57 0.10 - 1.67
MAT Credit Entitlement 7.74 3.89 11.63
Sub total (b) 23.26 12.23 (0.97) 34.52
June 30, 2024 June 30, 2023 March 31, 2024 March 31, 2023 April 1, 2022
8 Other non-current assets
(Unsecured, considered good unless otherwise stated)
Capital advances 64.35 13.56 22.60 23.32 19.48
64.35 13.56 22.60 23.32 19.48
9 Inventories
(Valued at lower of cost and net realisable value except scrap which is valued at net realisable value)
Raw materials and Packing Materials 347.84 190.69 257.24 152.52 76.04
Goods in transit- Raw Materials 49.40 21.67 9.23 15.88 21.73
Work-in-progress 240.97 168.24 214.24 158.23 141.61
Finished goods 102.35 61.66 102.13 57.16 27.67
Stock in trade 6.91 5.02 3.81 3.32 0.35
Stores and spares 48.66 40.62 41.51 39.02 25.76
Scrap 6.41 1.95 6.47 1.93 1.00
802.54 489.85 634.63 428.06 294.16
(a) Inventories are hypothecated to secure borrowings. (Refer Note No. 19 & 23).
(b) Write downs of inventories to net realizable value related to finished goods ₹ 0.56 millions (June 30,2023 : ₹ 0.83 millions March 31, 2024 : ₹ 0.16 millions, March 31, 2023 : ₹ 0.29
millions, March 31, 2022 : ₹ 0.16 millions). These were recognised as expense during the year and included in 'Changes in inventories of finished good, work-in-progress and stock-in-
trade' in restated statement of profit and loss.
309
10 Trade receivables (Current)
Unsecured, considered good 714.21 397.83 655.48 398.84 255.72

Which have significant increase in credit risk 0.02 0.03 - 0.20 5.46
Credit impaired - - - - 0.40
714.23 397.86 655.48 399.04 261.58
Less : Allowance for expected credit loss (0.19) (0.12) (0.38) (0.45) (6.00)
714.04 397.74 655.10 398.59 255.58
(a) Trade receivables are hypothecated to secure borrowings. (Refer Note No. 19 & 23).
(b) No trade receivables are due from directors or other officers of the Company either severally or jointly with any other person. Further no trade receivables are due from
firms or private companies respectively in which any director is a partner, or director or member.
(c) Trade receivables are non-interest bearing and are generally on terms of 0 to 180 days.
Trade Receivables ageing schedule: Outstanding for following periods from invoice date (₹ in Millions)
Less than 6 6 months - 1 More than 3
As at June 30, 2024 1-2 years 2-3 years Total
months year years
Undisputed
Considered good 701.30 12.91 - - - 714.21
Which have significant increase in credit risk - - 0.01 0.01 - 0.02
Credit impaired - - - -
Disputed
Considered good - - - - - -
Which have significant increase in credit risk - - - - - -
Credit impaired - - - - - -
Total 701.30 12.91 0.01 0.01 - 714.23
Less : Allowance for expected credit loss (0.19)
Total 714.04
There are no unbilled receivables.
As at June 30, 2023 1-2 years 2-3 years Total
months year years
Undisputed
Considered good 397.30 0.53 - - - 397.83
Disputed
Total 397.30 0.53 0.01 0.02 - 397.86
Total 397.74
As at March 31, 2024 1-2 years 2-3 years Total
months year years
Undisputed
Considered good 653.02 2.46 - - - 655.48
Disputed
Total 653.02 2.46 - - - 655.48
Total 655.10
310
Outstanding for following periods from invoice date
months year years
Undisputed
Considered good 398.37 0.47 - - - 398.84
Disputed
Total 398.37 0.47 0.02 0.18 - 399.04
Total 398.59
Outstanding for following periods from invoice date
months year years
Undisputed
Considered good 255.72 - - - - 255.72
Which have significant increase in credit risk - - 0.28 - - 0.28
Disputed
Which have significant increase in credit risk - - - 5.18 - 5.18
Credit impaired - - - 0.40 - 0.40
Total 255.72 - 0.28 5.58 - 261.58
Total 255.58
11 Cash and cash equivalents
Balance with banks
-Current accounts 0.58 7.82 0.57 3.22 0.39
Cash on hand 0.41 0.72 0.70 0.40 1.82
0.99 8.54 1.27 3.62 2.21
12 Other Bank Balances

Earmarked Balances
Bank Deposits with original maturity more than 3
1.44 1.04 1.04 1.04 1.04
months but less than 12 months, held as margin money
Bank Deposits with banks with original maturity more
than 12 months, held as margin money - - - - -
1.44 1.04 1.04 1.04 1.04
Less : Transfer of Bank Deposits with original maturity
more than 12 months, held as margin money to non- - - -
current financial assets - -
1.44 1.04 1.04 1.04 1.04
311
13 Loans
- Loans receivables - considered good - unsecured*
Loan to related parties (Refer note 40.08) 173.74 61.02 134.01 21.01 5.56
173.74 61.02 134.01 21.01 5.56

* Loan to related parties - Others
Particulars Debts Maximum balance Debts Maximum balance
outstanding outstanding during outstanding outstanding during
the year / period the year / period
Purpose - Business purpose Encraft India Private Limited Ajay Industrial Polymers Limited
For the period ended June 30, 2024 94.66 94.66 78.66 78.66
For the year ended March 31, 2024 63.13 63.13 70.46 70.46
For the year ended March 31, 2022 - - 1.25 1.25
Particulars Debts Maximum balance Debts Maximum balance
outstanding outstanding during outstanding outstanding during
the year / period the year / period
Purpose - Business purpose GLJ Realty Private Limited AIC Plastic Private Limited
For the period ended June 30, 2024 0.42 0.42 - -
For the year ended March 31, 2024 0.42 0.42 - -
13.1 The aggregate amount of loans granted and repayable on demand or without stipulation of period of repayment and percentage thereof to the total loans granted during the
year is given below :
Loan granted during the % of the total loan given during Total amount of loan outstanding
Type of Borrower
year the year including given in earlier years
As on 30th June 2024
Related parties - current 39.74 100% 173.74
As on 30th June 2023
As on 31st March 2024
14 Other financial assets (Current)
(Unsecured, considered good at amortised cost unless otherwise
stated)
Interest accrued 8.74 0.86 6.21 0.36 0.16
Financial Guarantee Receivable^ 13.28 10.60 12.51 9.41 4.67
22.02 11.46 18.72 9.77 4.83
^Refer note 40.08
15 Other assets (Current)

(Unsecured, considered good unless otherwise stated)
Advances for supplies and services 20.91 56.27 31.74 18.50 28.31
GST input credit 7.99 11.78 15.43 8.12 -
Others
Prepaid expenses 11.83 2.71 8.64 2.98 3.96
Others^ 1.98 1.75 1.22 1.65 2.17
42.71 72.51 57.03 31.25 34.44
^ includes staff advances
16 Assets classified as held for sale

Leasehold land and buildings ^ 2.97 - - - -
2.97 - - - -
^ The amount includes leasehold land and buildings at Shahjahanpur (Rajasthan) held for sale. The Company has identified aforesaid assets which are not useful anymore
as they are not productive and are not giving the desired results. which are available for sale in its present condition. The Company is committed to plan the sale of asset
and an active programme to locate a buyer and complete the plan have been initiated. The Company expects to dispose off these assets in the due course.
312
17 Share Capital
a Authorised shares (Refer note 'h' below)
10,00,000 Equity share of ₹ 10 each 10.00 10.00 10.00 10.00 10.00
10.00 10.00 10.00 10.00 10.00
b Issued, Subscribed and paid up share capital (Refer note 'h'

below)
9,31,720 (June 30, 2023 : 9,31,720, March 31, 2024 : 9,31,720, 9.32 9.32 9.32 9.32 8.85
March 31, 2023 : 9,31,720 and March 31, 2022 : 8,85,120) Equity
share of ₹ 10 each
9.32 9.32 9.32 9.32 8.85
c Reconciliation of shares outstanding at the beginning and end of the year:
As at As at As at
March 31, 2024 March 31, 2023 March 31, 2022
Nos. (₹ in Millions) Nos. (₹ in Millions) Nos. (₹ in Millions)
Equity share capital of ₹ 10 each
As at the beginning of the year 9,31,720 9.32 8,85,120 8.85 8,85,120 8.85
Add: issued/ buy back during the year - - 46,600 0.47 - -
As at the end of the year 9,31,720 9.32 9,31,720 9.32 8,85,120 8.85
As at As at
June 30, 2024 June 30, 2023
Nos. (₹ in Millions) Nos. (₹ in Millions)
Equity share capital of ₹ 10 each
As at the beginning of the period 9,31,720 9.32 9,31,720 9.32
Add: issued/ buy back during the period - - - -
As at the end of the period 9,31,720 9.32 9,31,720 9.32
d Rights, Preferences and Restrictions attached to the equity shares

The Company has only one class of equity share having a par value of ₹ 10 each (till March 31, 2024 ₹ 100 each). Each 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 remaining assets of the Company after distribution of all
preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders. There is no restriction on distribution of dividend.
However, same is subject to the approval of the shareholders in the Annual General Meeting.
e Details of equity shareholder holding more than 5% shares in the Company
As at As at As at As at As at As at
March 31, 2024 March 31, 2024 March 31, 2023 March 31, 2023 March 31, 2022 March 31, 2022
No. of Shares % holding No. of Shares % holding No. of Shares % holding

Mrs. Bina Jain 3,72,680 40.00% 3,72,680 40.00% 3,54,040 40.00%
Mr. Rajeev Jain 2,79,520 30.00% 2,79,520 30.00% 2,65,540 30.00%
Mr. Nitin Jain 2,79,520 30.00% 2,79,520 30.00% 2,65,540 30.00%
June 30, 2024 June 30, 2024 June 30, 2023 June 30, 2023
No. of Shares % holding No. of Shares % holding
Mrs. Bina Jain 3,72,680 40.00% 3,72,680 40.00%
Mr. Rajeev Jain 2,79,520 30.00% 2,79,520 30.00%
Mr. Nitin Jain 2,79,520 30.00% 2,79,520 30.00%
313
f. Details of equity shares held by promoters in the Company [as identified by the management]
As at As at % change during As at As at % change during

June 30, 2024 June 30, 2024 three months ended June 30, 2023 June 30, 2023 three months ended
June 30, 2024 June 30, 2023
No. of Shares % holding % change No. of Shares % holding % change
Mrs. Bina Jain 3,72,680 40.00% No change 3,72,680 40.00% No change
Mr. Rajeev Jain 2,79,520 30.00% No change 2,79,520 30.00% No change
Mr. Nitin Jain 2,79,520 30.00% No change 2,79,520 30.00% No change
As at As at % change during the As at As at % change during the

March 31, 2024 March 31, 2024 financial year 23-24 March 31, 2023 March 31, 2023 financial year
22-23
No. of Shares % holding % change No. of Shares % holding % change
Mrs. Bina Jain 3,72,680 40.00% No change 3,72,680 40.00% No change
Mr. Rajeev Jain 2,79,520 30.00% No change 2,79,520 30.00% No change
Mr. Nitin Jain 2,79,520 30.00% No change 2,79,520 30.00% No change
As at As at % change during the

March 31, 2022 March 31, 2022 financial year 21-22
No. of Shares % holding % change

Mrs. Bina Jain 3,54,040 40.00% No change
Mr. Rajeev Jain 2,65,540 30.00% No change
Mr. Nitin Jain 2,65,540 30.00% No change
g. In preceding five (5) years, there was no issue of bonus, buy back, cancellation and issue of shares for other than cash consideration.
h. Subsequent to balance sheet date

a. the Company has increased authorised capital from ₹ 1,00,00,000 (Rupees One Crores only) divided into 10,00,000 (in words : ten lakhs) Equity shares of ₹ 10/- each to
₹ 15,00,00,000 (Rupees fifteen Crores only) divided into 1,50,00,000 (in words : One Crore Fifty Lakhs) Equity shares of ₹ 10/- each vide board resolution dated
November 26, 2024 and shareholders resolutions dated November 26, 2024.
b. the Board of Directors of the Company in the Board meeting dated November, 26, 2024 and Shareholders of the Company in the Extra Ordinary General Meeting dated
November 26, 2024 have approved the sub-division of each of the Equity Share of the Company having a face value of ₹ 10/- each in the Equity Share Capital of the
Company be sub-divided into 10 Equity Shares having a face value of ₹ 1/- each (“Sub-division”).
c. the Board of Directors at its meeting held on December 07, 2024, pursuant to Section 63 and other applicable provisions, if any, of the Companies Act, 2013 and rules
made thereunder, proposed that a sum of ₹ 93.17 millions be capitalized as Bonus Equity shares out of free reserves and surplus, and distributed amongst the Equity
Shareholders by issue of 9,31,72,000 Equity shares of ₹ 1/- each credited as fully paid to the Equity Shareholders in the proportion of 10 (in words Ten) Equity share for
every 1 (in word one) Equity shares. It has been approved in the meeting of shareholders held on December 10, 2024. The Board of Directors of the Company has allotted
Bonus Equity Shares to the shareholders of the Company in the board meeting held on December 18, 2024.
d. As a result of above (a to c), the equity portion of authorized share capital of the Company is revised to 15,00,00,000 (in words fifteen crores) equity shares of face
value of ₹ 1 each i.e. ₹ one hundred fifty millions as on the date of signing of the financials. The issued, subscribed & fully paid up equity share capital of the Company as
on date of signing of the financials is 10,24,89,200 equity shares of face value of ₹ 1 each i.e. ₹ 102.49 millions. Earnings Per Share calculations have been reinstated in all
the periods to give effect of this subdivision (Split) and bonus.
314
18 Other equity
(a) General Reserve
Opening Balance 63.85 63.85 63.85 63.85 63.85
Add: Addition during the year / period - - - - -
Closing Balance 63.85 63.85 63.85 63.85 63.85
(b) Securities Premium Reserve

Opening Balance 29.54 29.54 29.54 - -
Add: Addition during the year / period - - - 29.54 -
Closing Balance 29.54 29.54 29.54 29.54 -
(c) Retained earnings

Balance as at the beginning of the year / period 822.41 597.10 597.10 467.21 461.96
Impact due to adjustments (refer note 41) - - (31.16)
Restated balance at the beginning of the reporting period 822.41 597.10 597.10 467.21 430.80
Add: Restated Profit for the year / period 122.89 76.31 224.12 128.33 33.91
Add: Restated Other comprehensive income for the year / period (1.30) (0.06) 1.19 1.56 2.50
Balance as at the year end 944.00 673.35 822.41 597.10 467.21
(d) Capital contribution

Opening Balance 7.55 5.35 5.35 2.85 -
Add: Addition during the year 0.73 0.06 2.20 2.50 2.85
Closing Balance 8.28 5.41 7.55 5.35 2.85
Total (a+b+c) 1,045.67 772.15 923.35 695.84 533.91
Securities Premium
This represents the premium received on issue of shares and can be utilized in accordance with the provisions of the Companies Act, 2013.
Retained Earnings
Retained earnings are profits earned by the Company after transfer to general reserve and payment of dividend to shareholders, if any.
General Reserve
The Company appropriates a portion to general reserves out of the profits as decided by the board of directors and can be utilized in accordance with the provisions of the
Companies Act, 2013.
Capital contribution
One of promoter has provided interest free loan to the Company therefore as per Ind AS 109 "Financial instruments" interest not paid has been accounted for as capital
contribution from promotors.
315
19 Borrowings (Non-current)
a Secured
(i) From banks (refer (a), (b) and (c) below) 491.94 443.08 457.30 413.14 131.79
(ii) From banks for vehicles (refer (d) below) 4.97 1.52 5.20 1.62 1.99
Total -A 496.91 444.60 462.50 414.76 133.78
Less: current maturities
Amount disclosed under the head "Current borrowings"
(i) From banks 103.04 89.82 104.40 83.58 22.71
(ii) From banks for vehicles 1.05 0.40 1.44 0.40 0.37
Total -B 104.09 90.22 105.84 83.98 23.08
(A-B) 392.82 354.38 356.66 330.78 110.70
(a) Various rupee term loans (including WCTL with Second Charge on assets) aggregating ₹ 180.28 millions (June 30, 2023 : ₹ 128.26 millions, March 31, 2024 : ₹
183.40 millions, March 31, 2023 : ₹ 89.44 millions, March 31, 2022 : ₹ 74.56 millions) from Kotak Mahindra Bank Limited is secured against (i) First pari passu
hypothecation charge to be shared with HDFC Bank Limited on all existing and future current assets, movable fixed assets of the Company, except for shirur Plant for
which CA and MFA are charged to State Bank of India Limited. (ii) First and exclusive charge on following immovable properties: a) Plot No. 30, Block B-2, Mohan
Cooperative Industrial Estate, Mathura Road, New Delhi- 110044, in the name of the Company b) Land Kh. No. 1000 MIN, 1001 MIN, Situated at Jamanpur Road,
near Beehive College, Central Central Hope Town, (Selaqui Industrial Area), Selaqui, Distt. Dehradun - 248011, in the name of Encraft India Private Limited c)
Property No. 70, Okhla Industrial Area, Phase-III, New Delhi- 110020, in the name of Ajay Industrial Polymers Private Limited d) Plot No L 9(2) in the SIPCOT
Industrial park Sriperumbudur, Tamil Nadu- 602105 in the name of the Company. All four properties to be cross-collateralised for exposure in the Company, Encraft
India Private Limited, Ajay Industrial Polymers Private Limited.
Further, loan is secured by personal guarantees of three directors namely Mr. Rajeev Jain, Mr. Nitin Jain and Mrs. Bina Jain and corporate guarantee by Ajay Industrial
Polymers Private Limited and Encraft India Private Limited. Loans carried interest @ Repo Rate +3.10. The aforesaid loan was repayable in equal monthly instalments
ranging 19 to 49 from the balance sheet date.
(b) a. Two loans against property aggregating ₹31.26 millions (June 30, 2023 : ₹ 38.82 millions, March 31, 2024 : ₹33.22 millions, March 31, 2023 : ₹ 40.60 millions,
March 31, 2022 : ₹ 47.30 millions) from HDFC Bank Limited is secured by hypothecation of Properties situated at Plot No. 28/A2 (Northern Portion) Doddanekkundi
Industrial Area Bangalore 28/A3 (Western Portion) Doddanekkundi Industrial Area Bangalore. Loans carries interest @ MCLR +1%. The aforesaid loan was repayable
in equal monthly instalments ranging 32 to 65 from the balance sheet date.
b. a loan against property ₹ 0.75 millions (June 30, 2023 : ₹ 5.04 millions, March 31, 2024 : ₹ 1.86 millions, March 31, 2023 : ₹ 6.06 millions, March 31, 2022 : ₹
9.93 millions) from HDFC Bank Limited is secured by hypothecation of Properties situated at Plot No. 28/A2 (Northern Portion) Doddanekkundi Industrial Area
Bangalore 28/A3 (Western Portion) Doddanekkundi Industrial Area Bangalore. Loan carries interest @ 8.25%. The aforesaid loans are repayable in 14 equal monthly
instalments from the date of balance sheet.
(c) Rupee loan of ₹ 279.65 millions (June 30, 2023 : ₹ 270.96 millions, March 31, 2024 : ₹ 238.82 millions, March 31, 2023 : ₹ 277.04 millions, March 31, 2022 : ₹ Nil
millions) from State Bank of India Limited is secured against Primary security of (i) Hypothecation on entire current assets(present & future) of the Company
comprising of all types of inventories located at Shirur Plant including inventories in transits and cash credit balance in their loan accounts. (ii) Hypothecation over the
Company's all present & future book debts/receivables as also clean or documentary bills, domestic or export, whether accepted or otherwise and the
cheques/drafts/instruments etc drawn in its favour. (iii) All the machineries and equipment acquired from the term loan. (iv) Hypothecation of plant and machinery,
fixed assets created out of bank finance at Shirur Plant. (v) Mortgage of factory building as bank finance is to be utilized towards building constructions with
assignment of lease rights to bank's favour, Hypothecation of Plant & Machinery. Along with Collateral security on following immovable properties: a) E-119,
Industrial Area, Site B, Surajpur, Greater Noida, Gautam Buddha Nagar, Uttar Pradesh, 201306 b) E-120, Industrial Area, Site B, Surajpur, Greater Noida, Gautam
Buddha Nagar, Uttar Pradesh, 201306 c) E-121, Industrial Area, Site B, Surajpur, Greater Noida, Gautam Buddha Nagar, Uttar Pradesh, 201306 d) E-122, Industrial
Area, Site B, Surajpur, Greater Noida, Gautam Buddha Nagar, Uttar Pradesh, 201306 e) E-123, Industrial Area, Site B, Surajpur, Greater Noida, Gautam Buddha
Nagar, Uttar Pradesh, 201306.
Further, loan is secured by personal guarantees of three directors namely Mr. Rajeev Jain, Mr. Nitin Jain and Mrs. Bina Jain. Loan carried interest @ EBLR + 4% per
annum. The aforesaid loan was repayable in 84 equal monthly instalments from the date of disbursement i.e. May 30, 2023.
(d) Various vehicle loans aggregating ₹ 4.97 millions (June 30, 2023 : ₹ 1.52 millions, March 31, 2024 : ₹ 5.20 millions, March 31, 2023 : ₹ 1.62 millions, March 31, 2022
: ₹ 1.99 millions) from ICICI Bank Limited are taken against vehicle finance scheme and are secured by hypothecation of vehicle purchased there under and are
repayable in 36 to 60 monthly instalments over the period of loan. Loans carries interest ranging 9.25% to 9.31% per annum.
20 Lease Liabilities (Non-current)
Lease liabilities (refer note 40.11) 131.54 33.40 136.89 33.66 32.88
131.54 33.40 136.89 33.66 32.88
21 Other financial liabilities (Non-current)

Security deposits 14.09 0.30 14.09 0.30 0.30
14.09 0.30 14.09 0.30 0.30
316
22 Provisions (Non-current)
Employee benefits (refer note 40.4)
Provision for gratuity 31.55 32.66 29.76 31.61 29.86
31.55 32.66 29.76 31.61 29.86
23 Borrowings (Current)
From Banks :
Secured
Working capital loans (refer (a), (b), (c) and (d) below)
- in indian rupee 667.31 382.04 543.55 384.72 251.87
- in foreign currency 100.00 90.00 150.00 - -
Unsecured
(i) From a director 27.04 25.44 35.43 25.55 29.71
(i) From a Company - - - - 32.80
Current Maturities of non current borrowings
Secured
a) From banks 103.04 89.82 104.40 83.58 22.71
b) From banks for vehicles 1.05 0.40 1.44 0.40 0.37
898.44 587.70 834.82 494.25 337.46
(a) Loans of ₹ 339.46 millions (June 30, 2023: ₹ 289.71 millions; March 31, 2024: ₹ 342.94 millions; March 31, 2023: ₹ 202.36 millions; March 31, 2022: ₹ 251.87
millions) from banks are secured against first pari passu charge shared with HDFC Bank Limited for their working capital facilities on all existing and future current
assets, movable fixed assets of the Company, except for Shirur Plant for which current assets and movable fixed assets are charged to State Bank of India Limited.
Loans are also secured by hypothication of first and exclusive charge on following immovable properties: a) Plot No. 30, Block B-2, Mohan Cooperative Industrial
Estate, Mathura Road, New Delhi- 110044, in the name of the Company b) Land Kh. No. 1000 MIN, 1001 MIN, Situated at Jamanpur Road, near Beehive College,
Central Central Hope Town, (Selaqui Industrial Area), Selaqui, Distt. Dehradun - 248011, in the name of Encraft India Private Limited c) Property No. 70, Okhla
Industrial Area, Phase-III, New Delhi- 110020, in the name of Ajay Industrial Polymers Private Limited d) Plot No L 9(2) in the SIPCOT Industrial park
Sriperumbudur, Tamil Nadu- 602105 in the name of Ajay Poly Private Limited. Immovable Properties stated in a, b and c above, are also cross-collateralised for
exposure taken by M/s Encraft India Private Limited and Ajay Industrial Polymers Private Limited.
Further, loan is secured by personal guarantees of three directors namely Mr. Rajeev Jain, Mr. Nitin Jain and Mrs. Bina Jain and corporate guarantee by Ajay Industrial
Polymers Private Limited and Encraft India Private Limited.
(b) Loans of ₹ 135.43 millions (June 30, 2023: ₹ 53.97 millions; March 31, 2024: ₹ 87.82 millions; March 31, 2023: ₹ 61.23 millions; March 31, 2022: ₹ Nil) from banks
are secured against hypothecation on entire current assets including cash credit balance in their loan accounts present and future located at its Shirur Plant. Loan is
further secured by hypothecation of plant and machinery, fixed assets purchased including building constructed out of bank finance at Shirur Plant and collateral
security on immovable properties located at E-119 to E-123, Industrial Area, Site B, Surajpur, Greater Noida, Gautam Buddha Nagar, Uttar Pradesh, 201306.
(c) Loans of ₹ 107.77 millions (June 30, 2023: ₹ 128.66 millions; March 31, 2024: ₹ 132.03 millions; March 31, 2023: ₹ 121.13 millions; March 31, 2022: ₹ Nil) from
banks are secured against book debts, fixed deposits and inventories and and collateral security on immovable properties located at 28/A-3, behind graphite, Doddane
Kundi Industrial Area, Bangalore, 560048 Karnataka, 28/A-2, Doddane village Sy No 75, Viswesharaiah Industrial Area, Bangalore, 560048 Karnataka, Plot No. E-
122, Surajpur Industrial Area, Greater Noida, 201301 Uttar Pradesh, and Plot No. E-123 Surajpur Industrial Area, Greater Noida 201301 Uttar Pradesh.
Further, loan is secured by personal guarantees of directors namely Mr. Avanish Singh Visen, Mr. Rajeev Jain, Mr. Nitin Jain and Mrs. Bina Jain.
(d) Loans of ₹ 184.65 millions (June 30, 2023: ₹ 0.30 millions; March 31, 2024: ₹ 130.76 millions; March 31, 2023: ₹ Nil ; March 31, 2022: ₹ Nil) from banks are
secured against first pari passu charge on present and future inventories and book debts and first pari passu charge alongwith State Bank of India Limited on
immovable property located at E-119 to E-123, Industrial Area, Site B, Surajpur, Greater Noida, Gautam Buddha Nagar, Uttar Pradesh, 201306.
Further, loan is secured by personal guarantees of three directors namely Mr. Rajeev Jain, Mr. Nitin Jain and Mrs. Bina Jain.
24 Lease Liabilities (Current)
Lease liabilities (refer note 40.11) 21.04 0.96 20.38 0.93 0.08
21.04 0.96 20.38 0.93 0.08
25 Trade payables
Creditors for Supplies and Services
Due to Micro and Small Enterprises (Refer Note
18.78 15.75 11.52 8.81 12.29
No.40.3)
Due to Others 511.26 135.68 357.09 198.57 142.14
530.04 151.43 368.61 207.38 154.43
Trade payables ageing schedule Outstanding for following periods from invoice date
Others than Disputed Dues-
As at June 30, 2024 MSME Disputed - MSME
MSME Others
Unbilled - - 31.63 -
Less than 1 year 18.78 - 463.11 -
1-2 years 317 - 3.91 -
2-3 years - - 10.40 -
More than 3 years - - 2.21 -
Total 18.78 - 511.26 -
As at June 30, 2023 MSME Disputed - MSME
MSME Others
Less than 1 year 15.75 - 112.52 -
1-2 years - - 6.23 -
2-3 years - - 0.37 -
Total 15.75 - 135.68 -
As at March 31, 2024 MSME Disputed - MSME
MSME Others
Less than 1 year 11.52 - 329.49 -
1-2 years - 1.96 -
2-3 years - - 0.23 -
Total 11.52 - 357.09 -
MSME Others
Less than 1 year 8.81 - 185.40 -
1-2 years - - 0.44 -
2-3 years - - 0.23 -
Total 8.81 - 198.57 -
MSME Others
Unbilled - - 4.23 -
Less than 1 year 12.29 - 137.09 -
1-2 years - - 0.06 -
2-3 years - - 0.59 -
Total 12.29 - 142.14 -
318
26 Other current financial liabilities
Interest accrued 9.22 8.19 8.29 7.28 1.74
Security deposits 0.53 0.53 0.53 0.53 1.18
Capital Creditors
- Total outstanding dues of micro and small
enterprises (refer note 40.3) - 2.82 2.82 2.33 -
- Total outstanding dues of other than micro and
small enterprises 11.16 95.82 100.58 95.92 -
Employees Emoluments 24.80 19.18 18.96 15.94 14.69
Financial Guarantee Payable 6.11 4.20 5.69 4.02 3.30
51.82 130.74 136.87 126.02 20.91
27 Other current liabilities
Statutory dues 17.03 3.75 19.54 4.68 5.51
Contract Liabilities - Advances received from / credit 1.11 3.77 1.22 8.10 0.92
balance of customers (refer note 30.3)
Others* 4.50 - - - -
22.64 7.52 20.76 12.78 6.43
* includes advance received against sale of land and building
28 Provisions (Current)
Employee benefits (refer note 40.4)
Provision for gratuity 4.00 1.34 3.29 1.32 2.82
Provision for leave encashment 17.59 11.95 11.57 10.66 9.49
Provision for warranty 4.08 3.28 3.65 2.41 1.42
Provision for statutory dues 6.09 6.09 6.09 6.09 -
31.76 22.66 24.60 20.48 13.73
28.1 Movement of provisions for others during the period/year as required by Ind AS 37 (Provision, Contingent Liabilities and Contingent Assets)
a. Provision for statutory dues
Opening Balance (Current) 6.09 6.09 6.09 - -
Addition during the year - - - 6.09 -
Reversed / utilised during the year - - - - -
Closing Balance (Current) 6.09 6.09 6.09 6.09 -
b. Provision for warranty

Opening Balance (Current) 3.65 2.41 2.41 1.42 -
Addition during the year 4.08 3.28 3.65 2.41 1.42
Reversed / utilised during the year (3.65) (2.41) (2.41) (1.42) -
Closing Balance (Current) 4.08 3.28 3.65 2.41 1.42
29 Current tax liabilities (Net)

Provision for tax (net) 31.76 40.94 19.42 15.01 5.85
31.76 40.94 19.42 15.01 5.85
319
For the period ended For the period ended For the year ended For the year ended For the year ended
30 Revenue from operations
Sale of Products
Manufactured goods -export 1.54 1.62 6.11 9.59 15.45
Manufactured goods -domestic 1,210.05 858.72 3,529.13 2,357.95 1,388.85
Traded goods 81.10 9.99 91.79 33.80 10.97
Total Sale of Products 1,292.69 870.33 3,627.03 2,401.34 1,415.27
Other operating revenue
Export incentive - - - - 0.02
Scrap sale 8.62 3.29 17.12 3.59 1.48
1,301.31 873.62 3,644.15 2,404.93 1,416.77
30.1 The Company is primarily in the business of manufacturing of household and commercial Refrigeration Sealing Systems, Polymer extrusion profiles and Toughened Glass shelves
for refrigerators, refrigerator door glasses, microwave oven glasses & washing machines glasses. All sales are made at a point in time and revenue recognised upon satisfaction of the
performance obligations which is typically upon dispatch/ installation. The Company has a credit evaluation policy based on which the credit limits for the trade receivables are
established, the Company does not give significant credit period resulting in no significant financing component.
30.2 Receivables, assets and liabilities related to contracts with customers
Trade receivables (net of provision of expected credit 714.04 397.74 655.10 398.59 255.58
loss)
Contract Liabilities - Advances received from / credit 1.11 3.77 1.22 8.10 0.92
balance of customers
30.3 Movement in advances / credit balances of customers outstanding as at the end of the period/year :
Opening Balance 1.22 8.10 8.10 0.92 0.92
Less : Revenue recognized / adjusted during the year 1.22 8.10 8.10 0.92 0.92
Add : Advance received during the year not recognized as 1.11 3.77 1.22 8.10 0.92
revenue
Amounts included in contract liabilities (including on
1.11 3.77 1.22 8.10 0.92
account of credit notes) at the end of the period/year
30.4 The Company presented disaggregated revenue based on the type of goods sold to customers and sales channel. Revenue is recognised for goods transferred at a point of time. The
Company believes that the revenue disaggregation best depicts point in time.
Disaggregated revenue information

The disaggregation of the Company 's revenue from
contracts with customers is as under:
OEM Customers 1,206.67 819.71 3,384.74 2,236.62 1,276.49
Export customers 1.54 1.62 6.11 9.59 15.45
Other customers 84.48 49.00 236.18 155.13 123.33
Total sale of products as per Restated Statement of
1,292.69 870.33 3,627.03 2,401.34 1,415.27
Profit and Loss
30.5 Reconciliation of revenue as per contract price and as recognised in Statement of Profit or Loss:
Revenue as per contract price 1,295.88 870.36 3,634.01 2,402.50 1,416.63
Less: Discounts, incentives etc. 3.19 0.03 6.98 1.16 1.36
Total sale of products as per Restated Statement of
1,292.69 870.33 3,627.03 2,401.34 1,415.27
Profit and Loss
30.6 The Company has given warranties for goods sold, undertaking to repair or replace the items that fail to perform satisfactorily during the warranty period. However, the Company has
no significant replacement track record.
31 Other income
Interest income 3.70 0.51 8.03 0.93 0.52
Net gain on exchange fluctuation on translation and
transactions [other than considered as finance costs] 0.16 1.44 3.35 2.86 0.90
Net gain on derecognition of Property, Plant & Equipment - 0.01 - 0.26
Gain on fair value of non-current investments - - - - 0.11
Finance corporate guarantee obligation income 0.77 1.19 3.09 4.74 4.67
Reversal of provision for expected credit loss 0.19 0.33 0.07 4.12 -
Rental income 1.01 0.56 3.34 3.37 4.00
Miscellaneous income 0.25 0.58 1.89 1.58 -
6.08 4.61 19.78 17.60 10.46
320
32 Cost of materials consumed @

Consumption of raw materials and other components 647.83 519.02 2,137.32 1,489.78 765.59
Packing materials 28.56 13.67 74.56 53.50 20.51
Raw materials and packing materials 676.39 532.69 2,211.88 1,543.28 786.10
@ identified from derived method based on physical verifications of inventories.
33 Purchase of stock-in-trade
Purchases of trading goods 80.66 11.26 91.42 28.78 8.06
80.66 11.26 91.42 28.78 8.06
34 Changes in Inventories of finished goods, work in progress and stock-in-trade

Inventories as at end of the year
Finished goods 102.35 61.66 102.13 57.16 27.67
Work in progress 240.97 168.24 214.24 158.23 141.61
Stock-in-Trade 6.91 5.02 3.81 3.32 0.35
Sub Total 350.23 234.92 320.18 218.71 169.63
Inventories as at beginning of the year
Finished goods 102.13 57.16 57.16 27.67 61.66
Work in progress 214.24 158.23 158.23 141.61 168.24
Stock-in-Trade 3.81 3.32 3.32 0.35 5.02
Sub Total 320.18 218.71 218.71 169.63 234.92
Change in Inventories (30.05) (16.21) (101.47) (49.08) 65.29
35 Employee benefits expense

Salaries, wages and bonus 171.34 105.78 447.28 321.87 227.72
Contribution to provident fund 2.81 2.15 8.85 8.23 8.12
Gratuity expenses (0.73) 1.32 5.23 5.12 5.22
Staff welfare expenses 5.79 4.76 23.80 13.44 9.30
179.21 114.01 485.16 348.66 250.36
36 Finance costs
Interest cost relating to:
Banks 29.17 20.92 95.69 44.46 26.24
Lease obligations 4.11 0.78 7.74 3.12 1.80
Taxes 0.05 0.01 1.84 0.42 0.18
Micro and small enterprises 0.47 0.03 1.46 0.76 0.45
Others 0.72 0.64 3.16 5.83 4.07
Finance corporate guarantee obligation 0.42 0.18 1.67 0.72 3.30
Other borrowing costs 2.28 1.27 2.01 2.73 0.38
37.22 23.83 113.57 58.04 36.42
37 Depreciation and amortization expenses

Depreciation on property, plant and equipment 19.55 13.71 63.57 36.85 30.99
Depreciation on investment properties 0.06 0.06 0.22 0.22 0.22
Amortisation of intangible assets 0.02 - 0.02 0.35 2.76
Depreciation on right of use assets 7.69 0.86 14.84 3.39 2.29
27.32 14.63 78.65 40.81 36.26
321
38 Other expenses
Consumption of stores and spare parts 19.67 6.87 45.74 31.39 20.18
Power and fuel 81.48 56.97 252.11 151.70 90.98
Job charges 5.41 1.05 4.08 6.96 1.74
Repair and maintenance
- Plant and machinery 2.91 1.71 5.63 6.58 4.77
- Building 3.78 1.23 4.94 3.91 4.98
- Others 1.63 1.88 7.51 8.63 5.78
Insurance 4.47 1.07 5.24 4.24 4.02
Rent/lease rent 0.69 0.96 - 1.65 -
Rates and taxes 0.53 1.73 1.80 2.23 0.58
Legal and professional 3.18 2.62 16.42 16.08 10.76
Advertisement and business promotion 2.21 0.08 22.20 4.47 13.39
After sales service 0.43 0.87 1.25 0.99 0.60
Provision for expected credit loss - - - - 0.36
Freight and handling charges 25.69 13.52 57.97 42.69 23.32
Communication 0.44 0.30 1.53 1.22 1.19
Travelling and conveyance 7.86 2.01 24.99 13.94 6.30
Net loss on discard of property, plant and equipment 0.01 - - -
Corporate social responsibility 0.91 1.40 1.40 0.72 1.16
Remuneration to Auditors:
-Audit fee 0.65 - - - -
-Audit fee to previous auditors - 0.31 1.24 0.81 0.48
Miscellaneous 6.47 4.30 15.53 16.38 10.22
168.46 98.88 469.69 319.81 200.81
38.1 Exceptional Items

Profit on sale of land and building - - - 31.92 -
- - - 31.92 -
322
For the period For the period For the year For the year For the year
Particulars ended ended ended ended ended
39 Tax Expenses:
Current Income tax :

Current year 46.28 26.96 56.03 26.73 8.61
Deferred tax (expense)/credit (0.99) (4.13) 33.68 9.05 1.20
Tax expenses reported 45.29 22.83 90.91 35.82 10.02
Reconciliation of tax expenses and accounting profit

Net Profit before tax 168.18 99.14 315.03 164.15 43.93
Tax at India’s statutory tax rate (in %) 25.17 29.12 29.12 27.82 27.82
Computed tax expenses 42.33 28.87 91.74 45.67 12.22
Increase/(reduction) in taxes on account of:
Tax related previous years - - 1.20 0.04 0.21
Impact of change in tax rate (3.12) - 0.66 - -
Impact of income taxable at lower rate - - - (1.58) -
Impact of error in IGAAP financial statements 5.49 (6.46) (3.52) (8.71) (2.70)
Impact of non deductible expenses 0.59 0.42 0.83 0.41 0.29
Income tax expense reported 45.29 22.83 90.91 35.82 10.02
Other Comprehensive Income (net of tax) :

Remeasurement of defined benefit plans (1.74) (0.09) 1.68 2.16 3.47
Income tax relating to items that will not be reclassified
to profit or loss 0.44 0.03 (0.49) (0.60) (0.97)
(1.30) (0.06) 1.19 1.56 2.50
39.1 The Company has decided to exercise the option permitted under section 115BAA of the Income Tax Act, 1961. Accordingly, the Company has recognised
provision for Income Tax for the period ended June 30, 2024 and remeasured its deferred tax assets and liabilities, basis the rate prescribed in the said section. The
full impact of this change has been recognised during the period.
323
(₹ in millions)
40.1 : Earning Per Share (EPS)
The following table reflects the income and shares data used in computation of the basic and diluted earnings per share:
For the period For the period For the year ended For the year ended For the year ended
Particulars
ended June 30, 2024 ended June 30, 2023 March 31, 2024 March 31, 2023 March 31, 2022
a. Restated Profit for the year attributable to equity shareholders 122.89 76.31 224.12 128.33 33.91
b. Nominal value of equity shares in ₹ 100.00 100.00 100.00 100.00 100.00
c. No of shares at the beginning of the year / period Nos. 93,172 93,172 93,172 88,512 88,512
Add: Issued / to be issued during the year / period - - - 4,660 -
Less: Cancelled/buyback during the year / period - - - - -
No of shares at the end of the year / period 93,172 93,172 93,172 93,172 88,512
Impact of share split effected after March 31, 2024 (each share 8,38,548 8,38,548 8,38,548 8,38,548 7,96,608
of face value ₹ 100 split into ten shares of face value of ₹ 10
each)
d1. Weighted average no. of shares outstanding Nos. 9,31,720 9,31,720 9,31,720 8,85,503 8,85,120
d2. Impact of share split effected after June 30, 2024 (each share of 83,85,480 83,85,480 83,85,480 79,69,527 79,66,080
face value ₹ 10 split into ten shares of face value of ₹ 1 each)
d3. Impact of bonus issue effected after June 30, 2024 (allotment 9,31,72,000 9,31,72,000 9,31,72,000 8,85,50,301 8,85,12,000
of 9,31,72,000 bonus shares at face value of ₹ 1 each)
e. Weighted Average number of Equity Shares post split and 10,24,89,200 10,24,89,200 10,24,89,200 9,74,05,332 9,73,63,200
bonus used as denominator in calculating Basic Earnings
Per Share (B)
f. Effect of dilution * Nos. - - - - -
g. Weighted average no. of shares outstanding for diluted earnings Nos. 10,24,89,200 10,24,89,200 10,24,89,200 9,74,05,332 9,73,63,200
per share
h. Basic and Diluted Earning Per Share having face value of ₹ 1 in ₹ 1.20 0.74 2.19 1.32 0.35
each (not annualised)
*There have been no transactions involving Equity shares or Potential Equity shares except split and bonus between the reporting date and the date of approval of these restated financial
information that would have an impact on the outstanding weighted average number of equity shares as at the year end.
324
40.2 : Contingent Liabilities and Commitments (to the extent not provided for) :
(₹ in millions)
Particulars
(i) Contingent Liabilities (not provided for) in respect of :

a. Claims against the Company not acknowledged as debts $
- Demands raised relating to Excise duty ^ 30.15 30.15 30.15 30.15 30.15
- Demands raised relating to GST 0.03 0.03 0.03 0.03 0.03
- Demands raised/ show cause notices issued in relation to
@ @ @ @ @
Labour laws and others
$ excluding interest, which can not be determined at this stage.

^ against ₹ 1.04 millions (June 30, 2023 : ₹ 1.04 millions, March 31, 2024 : ₹ 1.04 millions, March 31, 2023 : ₹ 1.04 millions, March 31, 2022: ₹
1.04 millions) have been deposited under protest.
@ Since this case is pending at Forum/Court and amount cant not be identified at this stage.
It is not possible to predict the outcome of the pending litigations with accuracy, the Company believes that it has meritorious defences to the
claims. The Company believes the pending actions will not require outcome of resources embodying economic benefits and will not have a
material adverse effect on the Company.
b. Corporate guarantee given to banks for the group 584.13 499.91 584.13 499.91 223.81
companies for availing credit facilities against which
balance outstanding of credit facilities
(ii) Commitments
(₹ in millions)
Particulars
a. Estimated amount of Contracts remaining to be executed on 14.89 2.42 13.22 16.78 1.56
Capital Account (Net of advances) not provided for
b. The Company has imported certain capital goods under "MOOWR Scheme" without payment of Custom Duty. The Custom Duty will be payable
at the time of removal the plant.
325
40.3 : Trade Payables under MSME Development Act, 2006

Based on the information available as identified by the Company there are certain vendors who have confirmed that they are covered under the Micro, Small
and Medium Enterprises Development Act, 2006. Disclosures relating to dues of Micro and Small enterprises under section 22 of ‘The Micro, Small and
Medium Enterprises Development Act, 2006", are given below:
(₹ in millions)
Particulars As at As at As at As at As at
(a) The principal amount and the interest due thereon remaining
unpaid to any supplier as at the end of each accounting year
- Principal amount due to micro and small enterprises 18.78 18.57 14.34 11.14 12.29
(including for capital creditors Nil (June 30, 2023: 2.82 millions,
March 31, 2024: 2.82 millions, March 31, 2023 : ₹ 2.33 millions,
March 31, 2022: ₹ 1.59 millions)
- Interest due thereon 0.47 0.03 1.46 0.76 0.45
(b) The amount of interest paid by the buyer under MSMED Act - - -
2006 along with the amounts of the payment made to the supplier
beyond the appointed day during each accounting year;
(c) The amount of interest due and payable for the period of delay in - - -
making payment (which have been paid but beyond the appointed
day during the year) but without adding the interest specified
under the MSMED Act 2006.
(d) The amount of interest accrued and remaining unpaid at the end 0.47 0.03 1.46 0.76 0.45
of accounting year; and
(e) The amount of further interest remaining due and payable even in - - - - -
the succeeding years, until such date when the interest dues as
above are actually paid to the small enterprise, for the purpose of
disallowance as a deductible expenditure under section 23.
326
40.4 Employee Defined Benefits :

(₹ in millions)
A. Defined Contribution Plans
a. The Company makes contributions towards provident fund and superannuation fund to a defined contribution retirement benefit plan for qualifying employees.
Under the plan, the Company is required to contribute a specified percentage of payroll cost to the retirement benefit plan to fund the benefits.
As at June 30, As at June 30, As at March 31, As at As at

Particulars
2024 2023 2024 March 31, 2023 March 31, 2022
i. Contribution to provident fund 2.81 2.15 8.85 8.23 8.12
B. Other long-term benefits

a. The Compensated absences cover the Company ’s liability for earned leave. The entire amount of the provision of ₹ 17.60 millions (June 30, 2023: ₹11.95
Millions, March 31, 2024: ₹ 11.58 Millions, March 31, 2023 : ₹ 10.66 millions, March 31, 2022: ₹ 9.49 millions) is presented as current, since the Company
does not have an unconditional right to defer settlement for these obligations. Expected amount towards settlement of Leave for the next 12 months are ₹ 17.60
millions ( June 30, 2023 : ₹ 11.95 millions, March 31, 2024 : ₹ 11.58 millions, March 31, 2023 : ₹ 10.66 millions, March 31, 2022: ₹ 9.49 millions).
C. Defined Benefit Obligation (Unfunded)

The Company provides for gratuity for employees in India as per the Payment of Gratuity Act, 1972. Employees who are in continuous service for a period of 5
years are eligible for gratuity. The amount of gratuity payable on retirement/termination is the employees last drawn basic salary per month computed
proportionately for 15 days salary multiplied for the number of years of service subject to maximum of ₹ 2 millionss at the time of separation of from the
Company .
The most recent actuarial valuation of plan assets and the present value of the defined benefit obligation for gratuity were carried out as at June 30, 2024. The
present value of the defined benefit obligations and the related current service cost and past service cost, were measured using the Projected Unit Credit
Method.
(₹ in millions)
As at June 30, As at June 30, As at March 31, As at March 31, As at March 31,
Particulars
2024 2023 2024 2023 2022
I. Reconciliation of Defined Benefit Obligations (DBO)
Present value of DBO at the beginning of period 33.05 32.93 32.93 32.68 37.32
Current service cost 0.83 0.71 2.81 2.77 2.68
Interest cost 0.60 0.61 2.42 2.35 2.54
Past Service Cost - - - - -
Actuarial (Gains)/Losses 1.74 0.09 (1.68) (2.16) (3.47)
Benefits paid (0.67) (0.34) (3.43) (2.71) (6.39)
Present value of DBO at the end of period 35.55 34.00 33.05 32.93 32.68
Reconciliation of fair value of assets and defined benefit

II. obligation
Present value of Defined Benefit Obligation 35.55 34.00 33.05 32.93 32.68
Fair value on plan assets - - - - -
Net asset/(liability) recognised in the Restated Statement of
Assets and Liabilities 35.55 34.00 33.05 32.93 32.68
Expenses recognised during the year in Restated Statement

III. of Profit and loss
Current service cost 0.83 0.71 2.81 2.77 2.68
Past service cost - - - - -
Net Interest cost 0.60 0.61 2.42 2.35 2.54
Total expenses recognised in the Restated Statement of
1.43 1.32 5.23 5.12 5.22
Profit and loss
327
Particulars
2024 2023 2024 2023 2022
IV. Amount recognised in Other Comprehensive Income

Re- measurements of the net defined benefit liability/(assets)
Actuarial (gain)/loss for the year on Defined Benefit Obligation (1.74) (0.09) 1.68 2.16 3.47
Actuarial (gain)/loss on Plan Assets (excluding amount
included in net interest expense) - - -
Total (1.74) (0.09) 1.68 2.16 3.47
V. Actuarial assumptions
Discount rate (%) 7.21% 7.20% 7.22% 7.36% 7.18%
Future salary escalation (per annum) (%) 5.50% 5.50% 5.50% 5.50% 5.50%
Mortality table (IALM) 100% of IALM 100% of IALM 100% of IALM 100% of IALM 100% of IALM
VI. Sensitivity analysis

Effect of change in discount rate - 0.50 % increase (1.56) (1.53) (1.41) (1.48) (1.48)
Effect of change in discount rate - 0.50 % decrease 1.68 1.65 1.53 1.60 1.60
Effect of change in salary inflation - 1 % increase 1.59 1.56 1.44 1.51 1.50
Effect of change in salary inflation - 1 % decrease (1.48) (1.45) (1.34) (1.41) (1.42)
The sensitivity analysis presented above may not be representative of the actual change in the defined benefit obligation as it is unlikely that the change in
assumptions would occur in isolation of one another as some of the assumptions may be correlated.
(₹ in millionss)
VII. Maturity profile of defined benefit obligation :
Particulars
2024 2023 2024 2023 2022
Within next twelve months 3.43 1.34 3.29 1.32 2.82
Between one to five years 7.38 8.47 7.80 8.03 6.16
Beyond five years 24.74 24.19 21.96 23.58 23.70
35.55 34.00 33.05 32.93 32.68
VIII. Expected contribution for the next Annual reporting period

Service cost 4.76 3.31 3.43 3.22 3.01
Net Interest Cost 2.56 2.45 2.39 2.42 2.35
Expected Expense for the next annual reporting period 7.32 5.76 5.82 5.64 5.36
IX. Description of Risk Exposures:

Valuations are performed on certain basic set of pre-determined assumptions and other regulatory framework which may vary over time. Thus, the Company is
exposed to various risks in providing the above gratuity benefit which are as follows:
Interest Rate risk: The plan exposes the Company to the risk of fall in interest rates. A fall in interest rates will result in an increase in the ultimate cost of
providing the above benefit and will thus result in an increase in the value of the liability (as shown in financial statements).
Liquidity Risk: This is the risk that the Company is not able to meet the short-term gratuity payouts. This may arise due to non availability of enough cash /
cash equivalent to meet the liabilities or of illiquid assets not being sold in time.
Salary Escalation Risk: The present value of the defined benefit plan is calculated with the assumption of salary increase rate of plan participants in future.
Deviation in the rate of increase of salary in future for plan participants from the rate of increase in salary used to determine the present value of obligation will
have a bearing on the plan's liability.
Demographic Risk: The Company has used certain mortality and attrition assumptions in valuation of the liability. The Company is exposed to the risk of
actual experience turning out to be worse compared to the assumption.
328
(₹ in millions)
40.5 : Changes in Liabilities from Financing Activities are as under:
As per Ind AS 7, the Company is required to provide disclosures that enable users of financial statements to evaluate changes in liabilities
arising from financing activities, including both changes arising from cash flows and non-cash changes. The Company did not have any material
impact on the Statement of Cash Flows other than the following.
Non Cash Changes
As at March Cash Flow As at June 30,
Particulars
31, 2024 changes Reclassification Others^ 2024
Non Current borrowings 356.66 34.41 1.75 - 392.82

Current borrowings 834.82 65.36 (1.75) - 898.44
Interest Accrued 8.29 (31.03) (4.11) 36.07 9.22
Lease Liability 157.27 (8.81) 4.11 0.01 152.58
Total liabilities from financing activities 1,357.04 59.93 - 36.08 1,453.06
Non Cash Changes

As at March Cash Flow As at June 30,
Particulars
Non Current borrowings 330.78 29.84 (6.24) - 354.38

Current borrowings 494.25 87.21 6.24 - 587.70
Lease Liability 34.59 (1.00) 0.78 (0.01) 34.36
Total liabilities from financing activities 866.90 94.15 - 23.58 984.63
Non Cash Changes

As at March Cash Flow As at March 31,
Particulars

Lease Liability 34.59 (17.01) 7.74 131.95 157.27
Total liabilities from financing activities 866.90 248.50 - 241.64 1,357.04
Non Cash Changes

As at March
Cash Flow As at March 31,
Particulars 31,
changes Reclassification Others^ 2023
2022

Lease Liability 32.96 (3.86) 3.12 2.37 34.59
329
Non Cash Changes

As at March Cash Flow As at March 31,
Particulars
Non Current borrowings 116.01 (2.15) (3.16) - 110.70

Interest Accrued - (27.74) (0.78) 30.26 1.74
Lease Liability - (2.25) 0.78 34.43 32.96
^ includes lease liability accounted for during the year.
40.6 : Capital Management

The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the
financial covenants. To maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholders, return capital to
shareholders or issue new shares. The primary objective of the Company's capital management is to maximize the shareholder value. The
Company's primary objective when managing capital is to ensure that it maintains an efficient capital structure and healthy capital ratios and
safeguard the Company's ability to continue as a going concern in order to support its business and provide maximum returns for shareholders.
The Company also proposes to maintain an optimal capital structure to reduce the cost of capital. No changes were made in the objectives,
policies or processes during the period/ year ended June 30, 2024, June 30 2023, March 31, 2024, March 31, 2023 and March 31, 2022.
For the purpose of the Company's capital management, capital includes issued capital, share premium and all other equity reserves. Net debt
includes, interest bearing loans and borrowings less cash and cash equivalents. The Company monitors capital using gearing ratio, which is net
debt divided by total capital as under:
For the
For the period For the year For the year
period ended For the year ended
Particulars ended ended ended
June 30, March 31, 2022
June 30, 2024 March 31, 2024 March 31, 2023
2023
Borrowings (including lease liabilities) 1,443.84 976.44 1,348.75 859.62 481.12
Less : Cash and Cash Equivalents 0.99 8.54 1.27 3.62 2.21
Net debts 1,442.85 967.90 1,347.48 856.00 478.91
Equity Share Capital 9.32 9.32 9.32 9.32 8.85
Other Equity 1,045.67 772.15 923.35 695.84 533.91
Total capital 1,054.98 781.46 932.67 705.16 542.76
Capital and net debt 2,497.83 1,749.36 2,280.15 1,561.16 1,021.67
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 that define capital structure requirements. Breaches in meeting the financial
covenants would permit the bank to immediately call loans and borrowings.
330
40.7 Segment Reporting
According to Ind AS 108, identification of operating segments is based on Chief Operating Decision Maker (CODM) approach for making decisions about
allocating resources to the segment and assessing its performance. The Board of Directors which are identified as a CODM, consist of managing directors,
executive directors and independent directors. The Board of directors of the Company assesses the financial performance and position of the Company and
makes strategic decisions. The business activity of the Company falls within one broad business segment viz. “Home Appliances Components” and
substantially sale of the product is within the country. There are no separate reportable segments under Ind AS 108 "Operating Segments" notified under the
Companies (Indian Accounting Standard) Rules, 2015. Hence, the disclosure requirement of Ind AS 108 of ‘Segment Reporting’ is not considered
applicable.
A. Information about products and services (₹ in millions)
For the year ended For the year ended For the year ended For the year ended For the year ended
OEM Customers 1,206.67 819.71 3,384.74 2,236.62 1,276.49
Other customers 84.48 49.00 236.18 155.13 123.33
Total sale of products and services 1,292.69 870.33 3,627.03 2,401.34 1,415.27
B. Information about geographical areas

The geographical information analyses the Company's revenues by the Company ’s country of domicile (i.e. India) and other countries. In presenting the
geographical information, segment revenue has been based on the geographic location of customers. The following is the distribution of the Company's
revenues and receivables by geographical market, regardless of where the goods were produced:
i. Revenue from customers

India 1,291.15 868.71 3,620.92 2,391.75 1,399.82
Outside India 1.54 1.62 6.11 9.59 15.45
ii. Trade receivables

India 712.90 397.23 654.05 397.68 261.18
Outside India 1.33 0.63 1.43 1.36 0.40
Total trade receivables ^ 714.23 397.86 655.48 399.04 261.58
^ excludes provision for expected
credit loss.
iii. Non-current assets

The Company has common non-current assets for business in domestic and overseas markets. Hence, separate figures for non-current assets/ additions to
property, plant and equipment have not been disclosed.
C. Information about major customers (from external customers)

For the period ended June 30, 2024, 3 customers of the Company constituted more than 10% of the total revenue, (June 30, 2023 : 2 customers, March 31,
2024, 2 customers, March 31, 2023: 2 customers and March 31, 2022: 3 customers of the Company constituted more than 10% of the total revenue).
331
40.8 : Related Party Transactions :
I. List of Related Parties (As identified by the Management):
A. Key Management Personnel (KMP) Mrs. Bina Jain (Director)

Mr. Rajeev Jain (Director)
Mr. Nitin Jain (Director)
Mr. Avanish Singh Visen (Director and CEO w.e.f. July 20, 2024* (Director June 04, 2021^ to July 20, 2024))
B. Relatives of KMP Mrs. Anuradha Jain (Wife of Mr. Rajeev Jain)

Mrs. Kanupriya Jain (Wife of Mr. Nitin Jain)
C. Additional KMPs (Pursuant to Ind AS 24) Mr. Rakesh Kumar (CFO June 5, 2019 to October 19, 2024)
Mr. Deepak Garg (CFO (w.e.f. October 31, 2024))
Mr. Arun Kumar Upadhyay (CS (w.e.f. November 26, 2024))
D. Entity with direct or indirect significant influence of Encraft India Private Limited
KMP AIC Plastics Private Limited
GLJ Realty Private Limited
Ajay Industrial Polymers Private Limited
* Resolution filled with MCA
^ Date of approval by shareholders
II. Transactions and balances with related parties as disclosed in the financial statements of the entities.
A. Transactions during the year (₹ in millions)

Particulars

Mrs. Bina Jain - 19.00 47.94 - -

Mrs. Bina Jain 8.40 19.11 38.05 4.17 5.72


GLJ Realty Private Limited - - - -

Mrs. Bina Jain 0.72 0.06 2.20 2.50 2.85




j. Finance corporate guarantee obligation expenses
332
Particulars
k. Finance corporate guarantee obligation income
m. Sale of Goods
Ajay Industrial Polymars Pvt. Ltd. 3.07 - 15.23 - -
n. Consultancy fee paid to relatives of KMP

- Mrs. Anuradha Jain - - - 1.00 0.60
- Mrs. Kanupriya Jain - - - 1.00 0.60
Refer note 17 and 22 to Restated financial information
- Mrs. Bina Jain 0.76 0.76 3.04 3.04 3.04
- Mr. Rajeev Jain 0.76 0.76 3.04 3.04 3.04
- Mr. Nitin Jain 0.76 0.76 3.04 3.04 3.04
- Mr. Rakesh Kumar 2.89 1.41 6.69 5.65 4.85
- Mr. Rajeev Jain 0.07 0.07 0.28 0.28 0.28
- Mr. Nitin Jain 0.07 0.07 0.28 0.28 0.28
- Mr. Rakesh Kumar 0.07 0.07 0.26 0.26 0.26
# The amount related to gratuity and leave encashment cannot be ascertained separately as these liabilities are provided on actuarial basis for the Company as a whole, hence not
included in above.
B. Closing Balances : (₹ in millions)
Particulars
i. Interest Payable
Ajay Industrial Polymars Pvt. Ltd. 6.26 5.03 4.42 0.56 -
iii. Loan Payable
Mrs. Bina Jain 27.04 25.44 35.43 25.55 29.71
iv. Loan Receivable
v. Others - corporate guarantee recoverable / payable

Ajay Industrial Polymers Limited - recoverable 0.48 0.53 1.90 2.10 4.17
Refer note 17, 22 and 40.02 (b) to Restated financial information
333
Closing Balances : (₹ in millions)
Particulars
Mrs. Bina Jain 0.25 0.25 0.25 0.25 0.25
Mr. Rajeev Jain 0.27 0.27 0.27 0.27 0.27
Mr. Nitin Jain 0.27 0.27 0.27 0.27 0.27
Mr. Avanish Singh Visen 2.40 - - - -
Mr. Rakesh Kumar 0.99 0.49 0.70 0.49 0.43
Mrs. Anuradha Jain - - - - 0.09
Mr. Kanupriya Jain - - - - 0.09
Notes
a) Transactions during the periods/ years have been disclosed excluding GST, where applicable.
b) All related party transactions entered during the periods/ years were in ordinary course of the business. During the periods/ years, the Company has not recorded any
impairment of receivables relating to amounts owed by related parties.
d) The above information has been determined to the extent such parties have been identified on the basis of information available with the Company and relied upon by the
auditors.
334
40.9 : Financial Instrument – Fair Value and Risk Management

The Company maintains policies and procedures to value financial assets or financial liabilities using the best and most relevant
data available. The fair values of the financial assets and liabilities are included at the amount that would be received to sell an
I. Fair Value Measurement
A. Financial Instrument by category (₹ in millions)
As at June 30, As at June As at March 31, As at March 31, As at March
Particulars
2024 30, 2023 2024 2023 31, 2022
(a) Fair Value Through Profit and Loss
Investments
- Non-Current - - - - 0.42
As at June 30, As at June As at March 31, As at March 31, As at March

Particulars
2024 30, 2023 2024 2023 31, 2022
(b) Amortised Cost
Financial Assets
Trade Receivables 714.04 397.74 655.10 398.59 255.58
Cash and Cash Equivalents 0.99 8.54 1.27 3.62 2.21
Other Bank Balances 1.44 1.04 1.04 1.04 1.04
Other Financial Assets
- Non-Current 40.45 33.00 40.91 31.49 12.17
- Current 22.02 11.46 18.72 9.77 4.83
Financial Liabilities
Borrowings
- Non-Current 392.82 354.38 356.66 330.78 110.70
- Current 898.44 587.70 834.82 494.25 337.46
Lease Liabilities
- Non-Current 131.54 33.40 136.89 33.66 32.88
- Current 21.04 0.96 20.38 0.93 0.08
Trade Payables 530.04 151.43 368.61 207.38 154.43
Other Financial Liabilities
- Non-Current 14.09 0.30 14.09 0.30 0.30
- Current 51.82 130.74 136.87 126.02 20.91
B. Fair Value Hierarchy

This section explains the judgments and estimates made in determining the fair values of the financial instruments that are:
a. Recognised and measured at fair value and
b. measured at amortised cost and for which fair values are disclosed in the financial statements.
To provide an indication about the reliability of the inputs used in determining fair value, the Company has classified its financial
instruments into the three levels prescribed under the Ind-AS. An explanation of each level follows underneath the table.
Level 1: Hierarchy includes financial instruments measured using quoted prices. The fair value of all equity instruments which are
traded in the stock exchanges is valued using the closing price as at the reporting period.
Level 2: The fair value of financial instruments that are not traded in an active market (for example, over-the counter derivatives)
is determined using valuation techniques which maximize the use of observable market data and rely as little as possible on entity-
specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.
Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. This
is the case for unlisted equity securities.
There are no transfers between level 1 and level 2 during the year.
Valuation technique used to determine fair value

The following methods and assumptions were used to estimate the fair values
a. Fair value of cash and bank and other financial assets and liabilities approximate their carrying amounts largely due to the short-
term maturities of these instruments.
b. Fair value of borrowings from banks and other financial liabilities, are estimated by discounting future cash flows using rates
currently available for debt on similar terms and remaining maturities.
c. Specific valuation techniques used to value financial instruments include:
- the fair value of the remaining financial instruments is determined using discounted cash flow analysis, where applicable.
335
40.10 : Financial risk management objective and policies

Risk Management Framework
The Board of Directors of the Company have the overall responsibility for the establishment and oversight of the their risk management framework. The board of directors has established the
processes to ensure that executive management controls risks through the mechanism of property defined framework. The Company's risk management policies are established to identify and
analyse the risks faced by the Company , to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed by the board
annually to reflect changes in market conditions and the Company's activities. The Company , through its training and management standards and procedures, aims to maintain a disciplined and
constructive control environment in which all employees understand their roles and obligations.
The Company 's board oversees compliance with the Company's risk management policies and procedures, and reviews the adequacy of the risk management framework in relation to the risks faced
by the Company . The Board is assisted in its oversight role by Internal Audit. Internal Audit undertakes both regular and ad-hoc reviews of risk management controls and procedures, the results of
which are reported to the Board of Directors.
The Company has exposure to the following risks arising from financial instruments:
- Credit risk;
- Liquidity risk; and
- Market risk
a Credit Risk
Credit risk arises when a customer or counterparty does 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 / investing activities, including deposits with banks, mutual fund investments and foreign exchange transactions. The
Company has no significant concentration of credit risk with any counterparty.
Trade receivables
The Company's exposure to credit risk is influenced mainly by the individual characteristics of each customer. However, management also considers the factors that may influence the credit risk of
its customer base, including the default risk of the industry.
The Management has established a credit policy under which each new customer is analysed individually for creditworthiness before the Company's standard payment and delivery terms and
conditions are offered. The Company's review includes market check, industry feedback, past financials and external ratings, if they are available.
The Company establishes an allowance for impairment that represents its expected credit losses in respect of trade and other receivables. The management uses a simplified approach for the purpose
of computation of expected credit loss for trade receivables. In monitoring customer credit risk, customers are reviewed according to their credit characteristics, including whether they are an
individual or a legal entity, their geographic location, industry and existence of previous financial difficulties. The ageing analysis of the receivables has been considered from the date the invoice
falls due.
Summary of ageing of trade receivable

(₹ in millions)
Trade receivable ageing

Particulars Up to 12
1 to 2 Year Above 2 years Total
months
As at June 30, 2024 714.21 0.01 0.01 714.23
As at June 30, 2023 397.83 0.01 0.02 397.86
As at March 31, 2024 655.48 - - 655.48
As at March 31, 2023 398.84 0.02 0.18 399.04
As at March 31, 2022 255.72 0.28 5.58 261.58
Provision for loss allowance is accounted for basis the following :

(₹ in millions)
Provision for expected credit loss Provision for expected credit loss (in %)
Particulars Up to 12 1 to 2
1 to 2 Year Above 2 years Total Up to 12 months Above 2 years Total
months Year
As at June 30, 2024 0.19 - - 0.19 0.03% 0.00% 0.00% 0.03%
As at June 30, 2023 0.09 - 0.03 0.12 0.02% 0.00% 150.00% 0.03%
As at March 31, 2024 0.38 - - 0.38 0.06% 0.00% 0.00% 0.06%
As at March 31, 2023 0.25 0.02 0.18 0.45 0.06% 100.00% 100.00% 0.11%
As at March 31, 2022 0.14 0.28 5.58 6.00 0.05% 100.00% 100.00% 2.29%
During the year, the Company has made write-offs of trade receivables of ₹ Nil (June 30, 2023 : ₹ Nil, March 31, 2024 : ₹ Nil, March 31, 2023 : ₹ Nil, March 31, 2022 ₹ 1.40 millions) and it does
not expect to receive future cash flows or recoveries from collection of cash flows previously written off. The Company management also pursue all legal option for recovery of dues wherever
necessary based on its internal assessment.
336

A financial guarantee contract is a contract that requires the issuer to make specified payments to reimburse the holder for a loss it incurs because a specified debtor fails to make payments when due
in accordance with the terms of a debt instrument.
The Company manages and controls credit risk by setting limits on the amount of risk it is willing to accept for individual entities within the group, and by monitoring exposures in relation to such
limits. It is the responsibility of the Board of Directors to review and manage credit risk.
The Company has, based on current available information and based on the policy approved by the Board of Directors, calculated impairment loss allowance using the Expected Credit Loss (ECL)
model to cover the guarantees provided to banks.
The Company has assessed the credit risk associated with its financial guarantee contracts for allowance for Expected Credit Loss (ECL) as at the respective year end. The Company makes use of
various reasonable supportive forward-looking parameters which are both qualitative as well as quantitative while determining the change in credit risk and the probability of default.
The Company has developed an ECL Model that takes into consideration the stage of delinquency, Probability of Default (PD), Exposure at Default (EAD) and Loss Given Default (LGD).
I. Probability of Default (PD): represents the likelihood of default over a defined time horizon. The definition of PD is taken as 90 days past due for all loans.
II. Exposure at Default (EAD): represents what is the user's likely borrowing at the time of default.
Ill. Loss Given Default (LGD): represents expected losses on EAD given the event of default.
Each financial guarantee contract is classified into (a) Stage 1, (b) Stage 2 and (c) Stage 3 (Default or Credit Impaired). Delinquency buckets have been considered as the basis for the staging of all
credit exposure under the guarantee contract in the following manner:
Category Description Basis for recognising ECL

The group entity has a low risk of default and does not have any
Stage 1 12-month ECL
past due amounts
Amount is greater than 30 days past due or there has been a Lifetime ECL - not credit
Stage 2
significant increase in credit risk since initial recognition impaired
Amount is greater than 90 days past due or there has been

Stage 3 significant increase in credit risk since initial recognition and is Lifetime ECL - credit impaired
credit impaired
Considering the creditworthiness of entities within the group in respect of which financial guarantees have been given to banks, the management believes that the group entities have a low risk of
default and do not have any amounts past due. Accordingly, no allowance for expected credit loss needs to be recognised as at respective period-ends.
Cash and bank balances

Credit Risk on cash and cash equivalent, deposits with the banks is generally low as the said deposits have been made with the banks who have been assigned high credit rating by international and
domestic rating agencies.
Others
Other than trade receivables and others reported above, the Company has no other material financial assets which carries any significant credit risk.
b Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The
Company's approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are fallen due, under both normal and stressed
conditions, without incurring unacceptable losses or risking damage to the Company's reputation.
Prudent liquidity risk management implies maintaining sufficient cash and marketable securities and the availability of funding through an adequate amount of committed credit facilities to meet
obligations when due and to close out market positions. Due to the dynamic nature of the underlying businesses, Company treasury maintains flexibility in funding by maintaining availability under
committed credit lines.
Management monitors rolling forecasts of the Company's liquidity position (comprising the undrawn borrowing facilities) and cash and cash equivalents on the basis of expected future cash flows.
This is generally carried out in accordance with practice and limits set by the group. These limits vary by location to take into account requirement, future cash flow and the liquidity in which the
entity operates. In addition, the Company's liquidity management strategy involves projecting cash flows in major currencies and considering the level of liquid assets necessary to meet these,
monitoring balance sheet liquidity ratios against internal and external regulatory requirements and maintaining debt financing plans.
Financing Arrangement
The Company had access to the following undrawn borrowing facilities at the end of the reporting period:
(₹ in millions)
As at
As at June As at March 31, As at March 31,
Particulars As at June 30, 2024 March 31,
30, 2023 2024 2022
2023
Floating rate
Expiring within one year (bank overdraft and other facilities) 166.00 69.10 150.30 183.60 3.40
Expiring beyond one year (bank loans) - - - - -
The bank overdraft facilities may be drawn at any time and may be terminated by the bank without notice. Subject to the continuance of satisfactory credit ratings, the bank loan facilities may be
drawn at any time in Indian rupee and have an average maturity within a year.
337
Maturity profile of Financial liabilities

The table below provides details regarding the remaining contractual maturities of financial liabilities at the reporting date based on contractual undiscounted payments.
Above 10
Financial Liabilities Carrying amount Total within 1 year 2-5 year 6-10 year
years
As at June 30, 2024
Borrowings 1,291.26 1,291.26 898.44 360.75 32.07 -
Lease Liabilities 152.58 249.65 36.13 130.06 15.21 68.25
Trade Payables 530.04 530.04 530.04 - - -
Other financial liabilities 65.91 65.91 51.82 14.09 - -
Total 2,039.79 2,136.86 1,516.43 504.90 47.28 68.25
As at June 30, 2023
Borrowings 942.08 942.08 587.70 294.84 59.54 -
Trade Payables 151.43 151.43 151.43 - - -
Total 1,258.91 1,326.61 873.88 306.93 74.25 71.55
As at March 31, 2024
Borrowings 1,191.48 1,191.48 834.82 331.16 25.50 -
Trade Payables 368.61 368.61 368.61 - - -
Total 1,868.32 1,969.50 1,376.33 483.51 40.58 69.08
Borrowings 825.03 825.03 494.25 268.12 62.66 -
Trade Payables 207.38 207.38 207.38 - - -
Total 1,193.32 1,261.80 831.66 280.53 77.30 72.31
Borrowings 448.16 448.16 337.46 99.92 10.78 -
Trade Payables 154.43 154.43 154.43 - - -
Total 656.76 728.03 515.84 111.73 25.10 75.36
c 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: currency risk,
interest rate risk and other price risk, such as commodity price risk and equity price risk. Financial instruments affected by market risk include trade payables, trade receivables, borrowings, etc.
338
i Foreign currency risk

The Company is exposed to foreign exchange risk arising from foreign currency transactions, primarily with respect to the USD . Foreign exchange risk arises from future commercial transactions
and recognised assets and liabilities denominated in a currency that is not the Company's functional currency (INR). The risk is measured through a forecast of highly probable foreign currency cash
flows. The objective of the hedges is to minimise the volatility of the rupee cash flows of highly probable forecast transactions by hedging the foreign exchange inflows on regular basis. The
Company also take help from external consultants who for views on the currency rates in volatile foreign exchange markets.
The Company does not enter into trade financial instruments including derivative financial instruments for hedging its foreign currency risk.
In respect of assets and liabilities denominated in foreign currencies, the Company's policy is to ensure that its net exposure is kept to an acceptable level by buying or selling foreign currencies at
spot rates when necessary to address short-term imbalances.
The summary of quantitative data about the Company's exposure (Unhedged) to currency risk as reported to the management of the Company is as follows :
Particulars of unhedged foreign currency exposure as at the Cross

As at June 30, 2024 As at June 30, 2023
reporting date Currency
Foreign Currency (₹ in Foreign Currency (₹ in

(in millions) millions) (in millions) millions)
Trade Payables USD 0.47 39.05 0.02 1.53

Trade Receivable USD 0.02 1.56 0.01 0.63
Particulars of unhedged foreign currency exposure as at the As at March 31, 2023 As at March 31, 2022
reporting date
Cross
Currency Foreign Currency (₹ in Foreign Currency (₹ in Foreign Currency
(₹ in millions)
(in million) millions) (in millions) millions) (in millions)
Trade Payables USD 0.68 56.69 - - 0.00 0.22
Trade Receivable USD 0.02 1.68 0.02 1.37 0.01 0.48
Apart from the above, the Company has outstanding foreign currency borrowing of ₹ 100 millions (June 30, 2023: ₹ 90 millions; March 31, 2024: ₹ 150 millions; March 31, 2023: ₹ Nil; March 31,
2022: Nil). These borrowings have a fixed maturity for repayment including interest thereon, denominated in Indian Rupees.
The following significant exchange rates have been applied
As at June As at June As at March 31, As at March As at March 31,

30, 2024 30, 2023 2024 31, 2023 2022
INR / USD 83.45 82.04 83.37 82.22 75.91
INR / EUR 84.22
Sensitivity Analysis
Every percentage point changes in the exchange rate for the closing balances between the Indian Rupee and respective currencies would affect the Company's incremental profit before tax and
equity, net of tax as per below :
Profit or (loss) ( Trade

Profit or (loss) (Trade Payable) Equity, net of tax
Particulars % Period/Year Receivable)
Increase Decrease Increase Decrease Increase Decrease
As at June 30,
10% (3.90) 3.90 0.16 (0.16) (2.81) 2.81
USD 2024
As at June 30,
10% (0.15) 0.15 0.06 (0.06) (0.07) 0.07
USD 2023
As at March
10% (5.67) 5.67 0.17 (0.17) (4.12) 4.12
USD 31, 2024
As at March
10% - - 0.14 (0.14) 0.10 (0.10)
USD 31, 2023
As at March
10% (0.02) 0.02 0.05 (0.05) 0.02 (0.02)
USD 31, 2022
ii Interest rate risk

The Company's exposure to the risk of changes in market interest rates relates primarily to debts. To protect itself from the volatility prevailing, the Company maintain its long term borrowing on
fixed interest rate through derivative instruments for borrowings in foreign currency, in which it agrees to exchange at specific intervals, the difference between fixed and variable interest amounts
calculated by reference to an agreed upon principal amount.
Interest rate sensitivity
The following table demonstrates the sensitivity to a reasonably possible change in interest rates on that portion of loans and borrowings. With all other variables held constant, the Company's profit
before tax is affected through the impact on floating rate borrowings, as follows.
(₹ in millions)
Effect on
Effect on profit
Particulars Increase/ decrease in basis points Equity,
before tax
net of tax
As at June 30, 2024 50 basis point 5.80 4.34
As at March 31, 2024 50 basis point 5.00 3.74
iii Commodity price risk

Commodity price risk for the Company is mainly related to fluctuations in plastic products prices linked to various external factors, which can affect the production cost of the Company . Since the
raw material costs is one of the primary costs drivers, any adverse fluctuation in prices can lead to drop in operating margin. To manage this risk, the Company identifying new sources of supply etc.
The Company is procuring materials at spot prices. Additionally, processes and policies related to such risks are reviewed and controlled by senior management and fuel requirement are monitored
by the procurement team.
339
(₹ in millions)
40.11 : Leases
a. The Company recognizes the expenses of short-term leases on a straight-line basis over the lease term. During the quarter, expenses
of ₹ 0.69 millions(June 30, 2023 : ₹ 0.96 millions, March 31, 2024 : ₹ Nil , March 31, 2023 : ₹ 1.65 millions , March 31, 2022 : ₹ Nil
) related to short-term and low value leases were recognised.
b. On June 30, 2024, lease liabilities were ₹ 152.58 millons (June 30, 2023, lease liabilities were ₹ 34.36 millons, March 31,2024 : ₹
157.27 millons, March 31,2023 : ₹ 34.59 millons, March 31,2023 : ₹ 32.96 millons ). The corresponding interest expense for the year
ended On June 30, 2024 was ₹ 4.11 millons (June 30, 2023 was ₹ 0.78 millons, March 31,2024 : ₹ 7.74 millons, March 31,2023 : ₹
3.12 millons, March 31,2022 : ₹ 1.8 millons).The portion of the lease payments recognized as a reduction of the lease liabilities and
as a cash outflow from financing activities amounted to ₹ 8.81 millons for the quarter ended June 30, 2024 (June 30, 2023 : ₹ 1.00
Millions, March 31, 2024 : ₹ 17.01 millons, March 31, 2023 : ₹3.86 millons, March 31, 2022 : ₹2.25 millons).
c. The maturity profile of the lease liabilities (discounted and undiscounted value) is as follows:
Particulars 0-1 year 1-3 years More Than 3 Years Total

Lease Liabilities (discounted)
As at June 30, 2024 21.04 52.04 79.49 152.58
As at June 30, 2023 0.96 0.56 32.84 34.36
As at March 31, 2024 20.38 49.88 87.01 157.27
As at March 31, 2023 0.93 0.91 32.74 34.59
As at March 31, 2022 0.08 0.50 32.38 32.96
Lease Liabilities (undiscounted)
As at June 30, 2024 36.13 74.52 139.00 249.65
As at June 30, 2023 4.01 6.45 91.60 102.06
As at March 31, 2024 36.03 73.76 148.67 258.46
As at March 31, 2023 4.01 6.82 92.24 103.07
As at March 31, 2022 3.04 6.39 94.80 104.23
40.12 : As a lessor
The Company has given certain premises on operating lease which can be terminated with 2 months prior notice after non cancellable
period by either party. The aggregate lease rentals received has been disclosed in note 4D.
340
(₹ in millions)
Note No. 40.13 : Disclosure under requirements of Section 186(4) of the Companies Act 2013 relating to loans given, investment made or guarantee given or security
provided by the Company:
Transaction Transaction during the

Balance as at June Balance as at June
Name of the Entity Categories Purpose during the Period Period Apr'23 to
30, 2024$ 30, 2024$
Apr'24 to June'24$ June'23$
Ajay Industrial Polymers Private Loan given Business purpose 8.20 78.66 21.99 33.62
Encraft India Private Limited Loan given Business purpose 31.53 94.66 18.03 21.68
AIC Plastic Private Limited Loan given Business purpose - - - 5.35
GLJ Relaty Private Limited Loan given Business purpose - 0.42 - 0.37
Transaction
Balance as at March Transaction during the Balance as at March
Name of the Entity Categories Purpose during the year
31, 2024$ year 2022-23$ 31, 2023$
2023-24$
Ajay Industrial Polymers Private Loan given Business purpose 58.82 70.46 12.37 11.64
Encraft India Private Limited Loan given Business purpose 121.79 63.13 3.65 3.65
AIC Plastic Private Limited Loan given Business purpose 3.06 - 1.40 5.35
GLJ Relaty Private Limited Loan given Business purpose 0.05 0.42 0.00 0.37
Transaction
Balance as at March
Name of the Entity Categories Purpose during the year
31, 2022$
2021-22$
Ajay Industrial Polymers Private Loan given Business purpose 30.25 1.25
Encraft India Private Limited Loan given Business purpose - -
AIC Plastic Private Limited Loan given Business purpose 1.28 3.94
GLJ Relaty Private Limited Loan given Business purpose 0.30 0.37
$ balance excluding interest

Comprehensive disclosure of investments as at June 30, 2024 has been made in note 5 to the Restated Financial Information, hence closing balance of other
investments, having no movement during the period/year were not again disclosed in above statement.
The Company has given interest bearing loan to other related parties mentioned above in the ordinary course of business. The rate of interest is ranging 8.56% p.a.
to 7.75% p.a.
Note No. 40.14 : The Indian Parliament has approved the Code on Social Security, 2020 which would impact the contributions by the Company towards Provident Fund and
Gratuity. The draft rules for the Code on Social Security, 2020 have been released by the Ministry of Labour and Employment on November 13, 2020.
The Company is in the process of assessing the additional impact on Provident Fund contributions and on Gratuity liability contributions and will complete their evaluation and
give appropriate impact in the financial statements in the period in which the rules that are notified become effective.
341
41. First Time Adoption of IND AS
These are the Company 's first financial statements prepared in accordance with Ind AS.
The accounting policies set out in note 2 have been applied in preparing the special purpose financial statements for the year ended
March 31, 2024, for the year ended March 31, 2023 and for the year ended March 31, 2022 and in the preparation of an opening Ind AS
Balance Sheet at April 1, 2021 (the Company's date of transition). In preparing its opening Ind AS Balance Sheet, the Company has
adjusted the amounts reported previously in financial statements prepared in accordance with the Accounting Standards notified under
Companies (Accounting Standards) Rules, 2021 (as amended) and other relevant provisions of the Act (previous GAAP or Indian
GAAP). An explanation of how the transition from previous GAAP to Ind AS has affected the Company's financial position, financial
performance and cash flows is set out in the following tables and notes.
Exemptions and exceptions availed

Ind AS 101 allows first-time adopters certain exemptions from the retrospective application of certain requirements under Ind AS. The
Company has applied the following material exemptions:
A. Ind AS optional exemptions

Deemed cost - Previous GAAP carrying amount: (Property, plant and equipment and intangible assets)
The Company has elected to avail exemption under Ind AS 101 to use India GAAP carrying value as deemed cost at the date of
transition for all items of property, plant and equipment and intangible assets as per the balance sheet prepared in accordance with
previous GAAP.
Fair value measurement of financial assets or financial liabilities
In accordance with paragraph D20 of Ind AS 101, the Company has applied day one gain or loss provisions prospectively to transactions
occurring on or after the date of transition to Ind AS.
Leases
The Company has not availed itself of exemption to assess whether a contract of arrangement contains a lease at the date of transition
and instead has assessed all the arrangements for embedded leases based on the conditions in place at the inception of the contract or
arrangement.
B. Ind AS mandatory exemptions
Estimates
An entity’s estimates in accordance with Ind AS at the date of transition to Ind AS shall be consistent with estimates made for the same
date in accordance with previous GAAP (after adjustments to reflect any difference in accounting policies), unless there is objective
evidence that those estimates were in error.
De-recognition of financial assets and liabilities
Ind AS 101 requires a first-time adopter to apply the de-recognition provisions of Ind AS 109 prospectively for transactions occurring on
or after the date of transition to Ind AS. However, Ind AS 101 allows a first-time adopter to apply the de-recognition requirements in Ind
AS 109 retrospectively from a date of the entity’s choosing, provided that the information needed to apply Ind AS 109 to financial assets
and financial liabilities derecognised as a result of past transactions was obtained at the time of initially accounting for those
transactions. The Company has elected to apply the de-recognition provisions of Ind AS 109 prospectively from the date of transition to
Ind AS.
Classification and measurement of financial assets and financial liabilities
Ind AS 101 requires an entity to assess classification and measurement of financial assets and financial liabilities on the basis of the facts
and circumstances that exist at the date of transition to Ind AS.
Impairment of financial assets

Ind AS 101 requires an entity to assess and determine the impairment allowance on financial assets as per Ind AS 109 using the
reasonable and supportable information that is available without undue cost or effort to determine the credit risk at the date that financial
instruments which were initially recognised and compare that to the credit risk at the date of transition to Ind AS. The Company has
applied this exception prospectively.
342
(₹ in millions)
Reconciliations between previous GAAP and Ind AS
Ind AS 101 requires an entity to reconcile equity, total comprehensive income and cash flows for prior years. The following tables represent the reconciliations from previous GAAP to Ind AS.
(i) Reconciliation of Equity

As at March 31, 2022 As at March 31, 2023 As at March 31, 2024
Previous Adjustments/ Ind AS Previous Adjustments/ Ind AS Previous Adjustments/ Ind AS
GAAP* errors GAAP* errors GAAP* errors
A. ASSETS
(a) Property, plant and equipment 532.86 (0.00) 532.86 876.73 0.01 876.74 1,172.04 0.01 1,172.05
(b) Capital work in progress 1.27 - 1.27 83.04 - 83.04 - - -
(c) Right of use assets 89.04 26.88 115.92 79.31 25.89 105.20 79.31 147.59 226.90
(d) Investment properties 10.37 (0.01) 10.36 10.15 - 10.14 9.94 (0.02) 9.92
(e) Other intangible assets 0.36 (0.00) 0.36 - 0.01 0.01 0.43 0.01 0.44
(i) Investments 0.10 0.32 0.42 - - - - - -
(ii) Other financial assets 14.10 (1.93) 12.17 33.44 (1.95) 31.49 45.91 (5.00) 40.91
(g) Other non-current assets 19.48 - 19.48 23.32 - 23.32 93.06 (70.46) 22.60
Total non-current assets(1) 667.58 25.26 692.84 1,105.99 23.96 1,129.94 1,400.69 72.13 1,472.82
2. Current assets
(a) Inventories 287.88 6.28 294.16 406.92 21.14 428.06 597.66 36.97 634.63
(i) Trade receivables 260.14 (4.56) 255.58 402.69 (4.10) 398.59 655.48 (0.38) 655.10
(ii) Cash and cash equivalents 2.21 - 2.21 3.62 - 3.62 1.27 - 1.27
(iii) Bank balances other than (ii) above 0.49 0.55 1.04 0.49 0.55 1.04 0.49 0.55 1.04
(iv) Loans - 5.56 5.56 21.01 21.01 134.01 134.01
(v) Other financial assets - 4.83 4.83 - 9.77 9.77 - 18.72 18.72
(c) Other current assets 38.58 (4.14) 34.44 48.68 (17.43) 31.25 120.64 (63.61) 57.03
Total current assets(2) 589.30 8.52 597.82 862.40 30.94 893.34 1,375.54 126.26 1,501.80
TOTAL ASSETS (1+2) 1,256.88 33.78 1,290.66 1,968.39 54.90 2,023.28 2,776.23 198.39 2,974.62
A. EQUITY AND LIABILITIES

1. Equity
(a) Share capital 8.85 - 8.85 9.32 - 9.32 9.32 - 9.32
(b) Other equity 561.04 (27.13) 533.91 704.85 (9.01) 695.84 915.87 7.48 923.35
Total equity 569.89 (27.13) 542.76 714.17 (9.01) 705.16 925.19 7.48 932.67
343
(₹ in millions)
(i) Reconciliation of Equity (Continued)
As at March 31, 2022 As at March 31, 2023 As at March 31, 2024

Previous Adjustments/ Ind AS Previous Adjustments/ Ind AS Previous Adjustments/ Ind AS
GAAP* errors GAAP* errors GAAP* errors
Liabilities
(a) Financial liabilities -
(i) Borrowing 110.70 - 110.70 332.95 (2.17) 330.78 358.72 (2.06) 356.66
(ii) Lease liabilities - 32.88 32.88 - 33.66 33.66 - 136.89 136.89
(iii) Other financial liabilities 0.30 - 0.30 0.30 - 0.30 14.09 - 14.09
(b) Provisions 29.86 - 29.86 31.61 - 31.61 29.76 - 29.76
(c) Deferred tax liability 15.18 20.09 35.27 27.08 17.84 44.92 60.94 18.15 79.09
Total non-current liabilities 156.04 52.97 209.01 391.94 49.33 441.27 463.51 152.98 616.49
(i) Borrowing 304.66 32.80 337.46 494.25 - 494.25 834.82 - 834.82
(ii) Lease liabilities - 0.08 0.08 - 0.93 0.93 - 20.38 20.38
(iii) Trade payables - - - - - - - - -
Total outstanding dues of micro enterprises
and small enterprises 12.29 - 12.29 8.81 - 8.81 11.52 - 11.52
Total outstanding dues of creditors other than
micro enterprises and small enterprises 142.69 (0.55) 142.14 198.64 (0.07) 198.57 357.16 (0.07) 357.09
(iv) Other financial liabilities 15.87 5.04 20.91 114.72 11.30 126.02 122.90 13.97 136.87
(b) Other current liabilities 37.28 (30.85) 6.43 18.87 (6.09) 12.78 26.85 (6.09) 20.76
(c) Provisions 12.31 1.42 13.73 11.98 8.50 20.48 14.86 9.74 24.60
(d) Current tax liabilities (Net) 5.85 - 5.85 15.01 - 15.01 19.42 - 19.42
Total current liabilities 530.95 7.94 538.89 862.28 14.57 876.85 1,387.53 37.93 1,425.46
TOTAL EQUITY AND LIABILITIES (1+2+3) 1,256.88 33.78 1,290.66 1,968.39 54.89 2,023.28 2,776.23 198.39 2,974.62
* For the purposes of this note, the previous GAAP figures have been reclassified to conform to requirements of Ind AS presentation and amended schedule III to the Companies Act, 2013 effective April 1, 2021.
344
(₹ in millions)
(ii) Reconciliation of total comprehensive income for the year ended March 31, 2024
Previous Adjustments/ Ind AS
GAAP* errors
I INCOME
(a) Revenue from operations 3,644.16 (0.01) 3,644.15
(b) Other income 20.28 (0.50) 19.78
Total income (I) 3,664.44 (0.51) 3,663.93
II EXPENSES
Cost of materials consumed 2,215.46 (3.58) 2,211.88
Purchase of stock-in-trade 91.42 - 91.42
Changes in inventories of finished good, work-in-
progress and stock-in-trade (89.22) (12.25) (101.47)
Employee benefits expense 483.49 1.67 485.16
Finance costs 99.38 14.19 113.57
Depreciation and amortization 63.81 14.84 78.65
Other expenses 497.99 (28.30) 469.69
Total expenses(II) 3,362.33 (13.43) 3,348.90
III Profit/(Loss) before exceptional item and tax (I-II) 302.11 12.92 315.03
IV Exceptional Items
IV Profit/(Loss) before tax (III-IV) 302.11 12.92 315.03
VI Tax expense: `
(a) Current tax expense 56.03 - 56.03
Income tax expenditure for earlier year (Net) 1.20 - 1.20
(b) Deferred tax (expense)/credit 33.86 (0.18) 33.68
VII Profit for the year (V-VI) 211.02 13.10 224.12
- Re-measurement of the net defined benefit plan - 1.68 1.68
(ii) Income tax relating to items that will not be reclassified to profit or loss - (0.49) (0.49)
Total-Other Comprehensive Income (net of tax) (VIII) - 1.19 1.19
IX Total Comprehensive Income for the Year (VII+VIII) 211.02 14.29 225.31
*For the purposes of this note, the previous GAAP figures have been reclassified to conform to requirements of Ind AS presentation and amended schedule III to the
Companies Act, 2013 effective April 1, 2021.
345
(₹ in millions)
Previous Adjustments/
Ind AS
GAAP* errors
I INCOME
(a) Revenue from operations 2,404.93 - 2,404.93
(b) Other income 58.70 (41.10) 17.60
Total income (I) 2,463.63 (41.10) 2,422.53
II EXPENSES
Cost of materials consumed 1,546.72 (3.44) 1,543.28
progress and stock-in-trade (37.68) (11.40) (49.08)
Finance costs 47.57 10.47 58.04
Other expenses 341.39 (21.58) 319.81
Total expenses(II) 2,310.69 (20.39) 2,290.30
III Profit/(Loss) before exceptional item and tax (I-II) 152.94 (20.71) 132.23
IV Exceptional Items - 31.92 31.92

IV Profit/(Loss) before tax (III-IV) 152.94 11.21 164.15
VI Tax expense: `
VII Profit for the year (V-VI) 114.27 14.06 128.33
346
(₹ in millions)
Previous Adjustments/ Ind AS
GAAP* errors
I INCOME
(a) Revenue from operations 1,416.78 (0.01) 1,416.77
(b) Other income 9.36 1.10 10.46
Total income (I) 1,426.14 1.09 1,427.23
II EXPENSES
Cost of materials consumed 943.94 (157.84) 786.10
progress and stock-in-trade (88.34) 153.63 65.29
Finance costs 26.80 9.62 36.42
Other expenses 208.54 (7.73) 200.81
Total expenses(II) 1,379.87 3.42 1,383.30
III Profit/(Loss) before exceptional item and tax (I-II) 46.27 (2.34) 43.93
IV Exceptional Items
IV Profit/(Loss) before tax (III-IV) 46.27 (2.34) 43.93
VI Tax expense: `
VII Profit for the year (V-VI) 35.23 (1.32) 33.91
347
(₹ in millions)
(iii) Reconciliation of total equity
Particulars As at As at As at
March 31, 2024 March 31, 2023 March 31, 2022
Total equity (shareholder’s funds) as per previous GAAP 925.19 714.17 569.89
Adjustments:
- Impact of Right to Use assets and Lease Liablities (5.02) (1.91) (0.22)
-Financial Guarantee Expenses (5.69) (4.02) (3.30)
-Financial Guarantee Income 12.51 9.41 4.67
-Expected Credit Loss (0.38) (0.45) (4.57)
Errors
-Warranty Expenses (3.65) (2.41) (1.42)
- Depreciation on Factory Building (9.11) (8.18) (7.25)
- Interest Income 6.21 0.36 0.16
- Interest Expenses (5.51) (4.55) (1.22)
-Fair Valuation of Investment - - -
-Impact of inventory valuation as per accounting standard 36.97 21.14 6.29
Others (1.00) 1.70 (0.12)
Deferred Tax due on Lease and Right of use assets (20.28) (19.64) (23.08)
Deferred Tax due on errors and others 2.43 (0.46) 2.93
Other equity including non controlling interest under Ind AS 932.67 705.16 542.76
(iv) Impact of Ind AS adoption on the statements of cash flows for the year ended March 31, 2024
Particulars Previous GAAP Adjustments Ind AS
Net cash flow from operating activities 3.16 197.67 200.83

Net cash flow from investing activities (274.33) (177.35) (451.68)
Net cash flow from financing activities 268.83 (20.33) 248.50
Net increase/(decrease) in cash and cash equivalents (2.34) (0.01) (2.35)
Cash and cash equivalents as at April 01, 2023 20.45 (16.82) 3.62
Cash and cash equivalents as at March 31, 2024 18.11 (16.84) 1.27
Impact of Ind AS adoption on the statements of cash flows for the year ended March 31, 2023
Net cash flow from operating activities 25.22 (39.93) (14.71)

Net cash flow from investing activities (419.71) 78.98 (340.73)
Net cash flow from financing activities 394.69 (37.84) 356.85
Net increase/(decrease) in cash and cash equivalents 0.20 1.21 1.41
Impact of Ind AS adoption on the statements of cash flows for the year ended March 31, 2022
Net cash flow from operating activities (29.36) (7.55) (36.90)

Net cash flow from investing activities (54.90) (21.95) (76.85)
Net cash flow from financing activities 83.48 29.44 112.92
Net increase/(decrease) in cash and cash equivalents (0.78) (0.05) (0.83)
348
D. Notes to first-time adoption:

1 Remeasurements of post-employment benefit obligations
Under Ind AS, remeasurements i.e. actuarial gains and losses excluding amounts included in the net interest expense on
the net defined benefit liability are recognised in other comprehensive income instead of profit or loss. Under the previous
GAAP, these remeasurements were forming part of the profit or loss for the year. As a result of this change, there is no
impact on the total equity as at March 31, 2024, March 31, 2023 and March 31, 2024.
2 Leases
The Company has adopted Ind AS 116 from April 1, 2021. On adoption of Ind AS 116, the Company recognised lease
liabilities in relation to leases which had previously been classified as ‘operating leases’ or 'finance leases' under the
previous GAAP. These liabilities were measured at the present value of the remaining lease payments, discounted using
the lessee’s incremental borrowing rate as of April 1, 2021 with a corresponding debit to right-of-use assets, after
adjusting amount of any prepaid or accrued lease payments relating to that lease recognised.
Under previous GAAP, rent paid for operating leases is shown as an expense. However, under Ind AS, interest is accrued
on lease liabilities and rent paid is shown as deduction to lease liabilities and depreciation is charged on right-of-use assets
over the lease period. As a result of this change, the total equity decreased by ₹ 5.02 millions as at March 31, 2024 and
decreased by ₹ 1.91 millions and ₹ 0.22 millions as at March 31, 2023 and March 31, 2022 respectively.
3 Security deposit
Under the previous GAAP, interest free lease security deposits (that are refundable in cash on completion of the lease
term) are recorded at their transaction value. Under Ind AS, all financial assets are required to be recognised at fair value.
Accordingly, the Company has fair valued these security deposits under Ind AS 109. Difference between the fair value and
transaction value of the security deposit has been recognised as prepaid rent/or as right-of-use asset as per Ind AS 116.
4 Fair valuation of investments

Under previous GAAP, current investments were stated at lower of cost and fair value. Under Ind AS, these financial
assets have been classified as "fair valuation through profit and loss" on the date of transition and fair value changes after
the date of transition has been recognised in Restated Statement of Profit and Loss.
5 Finance guarantee
The group companies have provided corporate guarantee to banks for loans obtained by the company. Under the previous
GAAP, no accounting treatment has been made. However, under Ind AS, financial guarantee contracts are financial
liabilities measured at fair value on initial recognition. Subsequently, guarantee commission expenses is recognised in the
Restated Statement of Profit and Loss, over the tenure of the loan/ approved facility for which guarantee is provided. As a
result of this change, the total equity decreased by ₹ 5.69 millions , ₹ 4.02 millions and ₹ 3.30 millions as at March 31,
2023 and March 31, 2022 respectively.
The Company has provided corporate guarantee to banks for loans obtained by the group companies. Under the previous
GAAP, such corporate guarantee was disclosed as contingent liabilities in the financial statements of issuer of such
corporate guarantee. However, under Ind AS, financial guarantee contracts are financial assets measured at fair value on
initial recognition. Subsequently, guarantee commission income is recognised in the Restated Statement of Profit and
Loss, over the tenure of the loan/ approved facility for which guarantee is provided. As a result of this change, the total
equity increased by ₹ 12.51 millions ,₹ 9.41 millions and ₹ 4.67 millions as at March 31, 2024 , March 31, 2023 and
March 31, 2022 respectively.
349
6 Allowance for expected credit loss

On transition to Ind AS, the Company has recognised impairment on trade receivables based on the allowance for
expected credit loss model as required by Ind AS 109. As a result of this change, trade receivables have been reduced
owing to increased provision with a corresponding decrease in total equity by ₹ 0.38 millions ,₹ 0.45 millions and ₹ 4.57
millions as at March 31, 2024, March 31, 2023 and March 31, 2022 respectively.
7 Depreciation and amortisation

Ind AS 101 permits a first-time adopter to elect to continue with the carrying value for all of its property, plant and
equipment as recognised in the financial statements as at the date of transition to Ind AS, measured as per the previous
GAAP and use that as its deemed cost as at the date of transition. The Company has further reassessed and realigned the
depreciation methodology as per the requirement of IND AS.
8 Errors
(i) The Company has given warranties for goods sold, undertaking to repair or replace the items that fail to perform
satisfactorily during the warranty period. However, provision for the same was not made in the books. This was not in
compliance with the requirements under the Previous GAAP. During the current year, the Company has rectified the same
by recognising accrual for warrantee provisions as at year-end based on sales made during the year and estimated/ actual
costs to be incurred on replacement / repair in the subsequent year. Accordingly, the Company has recognised warrantee
provision, thereby decreasing total equity by ₹ 3.65 millions ,₹ 2.41 millions and ₹ 1.42 millions as at March 31, 2024,
March 31, 2023 and March 31, 2022 respectively.
(ii) a) The Company has taken loans from the group companies against which interest expesnes was not accounted for on
accrual basis. During the year, the Company has rectified the same by recognising interest expenses. Accordingly, the
Company has recognised interest expenses, thereby decreasing total equity by ₹ 5.51 millions ,₹ 4.55 millions and ₹ 1.22
millions as at March 31, 2024, March 31, 2023 and March 31, 2022 respectively.
b) The Company has given loans to the group companies against which interest income was not accounted for on accrual
basis. During the year, the Company has rectified the same by recognising interest income. Accordingly, the Company has
recognised interest income, thereby increasing total equity by ₹ 6.21 millions ,₹ 0.36 millions and ₹ 0.16 millions as at
March 31, 2024, March 31, 2023 and March 31, 2022 respectively.
(iii) The Company has reassessed and realigned the depreciation computation methodology accordingly excess depreciation
charged in previous years, have been reversed. This is being an error, the same has now been corrected and impact has
been disclosed above.
(iv) Until previous year, inventory valuation of finished goods has calculation mistakes thereby inventory was under / over
valued in previous years. This is being an error, the same has now been corrected and impact has been disclosed above.
9 Deferred Tax
Under the previous GAAP, deferred tax is calculated using the income statement approach, which focuses on difference
between taxable profits and accounting profits for the year. Ind AS 12 “Income tax” requires entities to account for
deferred taxes using the balance sheet approach, which focuses on temporary differences between the carrying amount of
an asset or liability in the balance sheet and its tax base.
Based on this approach, additional deferred tax has been recognised by the Company on all Ind AS adjustments as some
would create temporary difference between books and tax accounts.
10 Other equity
Retained earnings as at March 31, 2022 , March 31, 2023 and March 31, 2024 has been adjusted consequent to the
aforesaid Ind AS transition adjustments.
350
42. Others
a Utilisation of Borrowed funds and share premium
A) The Company has not advanced or loaned or invested funds to any persons or entities, including foreign entities (Intermediaries) with the understanding that
the Intermediary shall:
1) 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
2) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries
B) The Company has not received any fund from any persons or entities, including foreign entities (Funding Party) with the understanding (whether recorded in
writing or otherwise) that the Company shall:
a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate
Beneficiaries) or
b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
b Undisclosed Income
The Company does not have any transactions not recorded in the books of accounts that has been surrendered or disclosed as income in the tax assessments under
the Income Tax Act, 1961 during the reported periods/years (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961). Also, there
are nil previously unrecorded income and related assets.
c Details of Crypto Currency or Virtual Currency

The Company has not traded or invested in Crypto currency or Virtual Currency during the periods/years.
d Core Investment Company (CIC)

The Company is not a Core Investment Company (CIC) as defined in the regulations made by the Reserve Bank of India. The Company has no registered CICs as
part of the Group.
e Compliance with approved Scheme(s) of Arrangements

The Company has not entered into any scheme of arrangement which has an accounting impact on reported periods/years.
f Details of Benami Property held
There are no proceedings which have been initiated or pending against the Company for any benami property under the Prohibition of Benami Properties
Transactions Act, 1988 and rules made thereunder.
g Wilful Defaulter
The Company is not declared wilful defaulter by any bank or financial institution or Government or any Government authority.
h Compliance with number of layers of companies
The Company has no subsidiary, therefore clause (87) of section 2 of the Companies Act, 2013 read with Companies (Restriction on number of Layers) Rules,
2017 is not applicable on the Company.
i Relationship with struck off Companies

The Company does not have any transactions with companies struck off during the periods/years.
j. Registration of charge or satisfaction with Registrar of Companies
The borrowings which has been taken during the period whereby charge has not filed with Registrar of Companies (ROC):
Sr. No Asset Under Charge Banker Name (₹ in millions) Remarks
• First pari passu charge on present and future stock and book
debts of the company.
1 • First pari passu charge with SBI on Industrial property located at Citi Bank N.A 187.50 Charge will be created
Plot Nos. E- 119, E-120, E-121, E-122 & E-123 UPSIDC, Surajpur Site-
B, Greater Noida, Distt - Gautam Budh Nagar (UP)
351
43. Events occurred after Restated Statement of Assets and Liabilities date
The Company evaluated all events or transactions that occurred after June 30, 2024 up through November 30,
2024, the date the financial information were authorized for issue by the Board of Directors. Based on this
evaluation, the Company is not aware of any events or transactions that would require recognition or
disclosure in the financial information other than as below:
(A). a. the Company has increased authorised capital from ₹ 1,00,00,000 (Rupees One Crores only) divided
into 10,00,000 (in words : ten lakhs) Equity shares of ₹ 10/- each to ₹ 15,00,00,000 (Rupees fifteen Crores
only) divided into 1,50,00,000 (in words : One Crore Fifty Lakhs) Equity shares of ₹ 10/- each vide board
resolution dated November 26, 2024 and shareholders resolutions dated November 26, 2024.
b. the Board of Directors of the Company in the Board meeting dated November, 26, 2024 and
Shareholders of the Company in the Extra Ordinary General Meeting dated November 26, 2024 have
approved the sub-division of each of the Equity Share of the Company having a face value of ₹ 10/- each
in the Equity Share Capital of the Company be sub-divided into 10 Equity Shares having a face value of ₹
1/- each (“Sub-division”).
c. the Board of Directors at its meeting held on December 07, 2024, pursuant to Section 63 and other
applicable provisions, if any, of the Companies Act, 2013 and rules made thereunder, proposed that a sum
of ₹ 93.17 millions be capitalized as Bonus Equity shares out of free reserves and surplus, and distributed
amongst the Equity Shareholders by issue of 9,31,72,000 Equity shares of ₹ 1/- each credited as fully paid
to the Equity Shareholders in the proportion of 10 (in words Ten) Equity share for every 1 (in word one)
Equity shares. It has been approved in the meeting of shareholders held on December 10, 2024. The Board
of Directors of the Company has allotted Bonus Equity Shares to the shareholders of the Company in the
board meeting held on December 18, 2024.
d. As a result of above (a to c), the equity portion of authorized share capital of the Company is revised to
15,00,00,000 (in words fifteen crores) equity shares of face value of ₹ 1 each i.e. ₹ one hundred fifty
millions. as on the date of signing of the financials. The issued, subscribed & fully paid up equity share
capital of the Company as on date of signing of the financials is 10,24,89,200 equity shares of face value
of ₹ 1 each i.e. ₹ 102.49 millions. Earnings Per Share calculations have been reinstated in all the periods to
give effect of this subdivision (Split) and bonus.
(B) The Board of Directors (Board) of the Company in their board meeting dated September 27, 2024 have
approved capital raising comprising of fresh issue and offer for sale of equity shares by the existing
shareholders through an Initial Public Offering (IPO).
(C) The Company has complied with the filing of various online forms/e-forms under the Companies Act,
2013 related to routine matters for the period up to June 30, 2024, with regulatory authorities to meet
reporting requirements under the Companies Act, 2013.
(E) The Company adopted the ESOP Scheme "Ajay Poly Limited Employee Stock Option Plan – 2024"
pursuant to resolutions passed by Board of Directors of the Company at their meeting held on December
07, 2024 and by Shareholders of the Company at their meeting held on December 10, 2024. The Plan
shall be effective from December 10, 2024.
352
Annexure VII - Statement of Adjustments to Audited Financial Statements
Summarized below are the restatement adjustments made to statutory financial statements and special purpose financial statements, as applicable for the years /
periods ended June 30, 2024, June 30, 2023, March 31, 2024, March 31, 2023 and March 31, 2022 and their impact on equity and the profit/loss of the Company :
Part A: Statement of Adjustments
Reconciliation between audited equity and restated equity

(₹ in millions)
As at June 30, As at June 30, As at March 31, As at March As at March
Particulars
2024 2023 2024 31, 2023 31, 2022
Total equity as per statutory financial statements and special 1,054.99 781.47 925.19 714.17 569.89
purpose financial statements, as applicable
Material restatement adjustments:
(i) Audit qualifications - - - - -
(ii) Adjustments due to prior period items/other adjustment - - 7.48 (9.00) (27.12)
(iii) Change in accounting policies - - - - -
Total Impact of adjustments (i+ii+iii) - - 7.48 (9.00) (27.12)
Total Equity as per Restated Financial Information 1,054.99 781.47 932.67 705.17 542.77
Reconciliation between audited profit /(loss) after tax and restated profit/ (loss) after tax
(₹ in millions)
For the period For the period For the period For the period For the period
Particulars ended June 30, ended June 30, ended March 31, ended March ended March
2024 2023 2024 31, 2023 31, 2022
Profit after tax as per statutory financial statements and special 122.89 76.31 224.12 373.44 334.62
purpose financial statements, as applicable
Material restatement adjustments:
(i) Audit qualifications - - - - -
(ii) Adjustments due to prior period items/other adjustment - - - (17.86) (1.32)
(iii) Change in accounting policies - - - - -
Total Impact of adjustments (i+ii+iii) - - - (17.86) (1.32)
Restated Profit after tax as per Restated Financial Information 122.89 76.31 224.12 355.58 333.30
Note to adjustment:
i) Audit qualifications - There are no audit qualifications in auditor's report for the financial years ended March 31, 2024, March 31, 2023
and March 31, 2022.
ii) Material regrouping/ reclassification - Appropriate regrouping/ reclassification have been made in the restated statement of
assets and liabilities, restated statement of profit and loss and restated statement of cash flows, wherever required, by reclassification
of corresponding items of income, expenses, assets, liabilities and cash flows, in order to bring them in line with the accounting
policies and classification as per the Audited Financial Statements for the year ended March 31, 2024, prepared in accordance with
Schedule- III (Division-II) of the Act, as amended, requirements of IND AS 1 - 'Preparation of financial statements' and other applicable
IND AS principles and the requirements of the Securities and Exchange Board of India (Issue of Capital & Disclosure
Requirements) Regulations, 2018, as amended.
Part B : Non Adjusting Items
a) Audit qualifications in auditor's report

There are no audit qualifications in auditor's report for the period / financial years ended June 30, 2024, June 30, 2023, March 31,
2024, March 31, 2023 and March 31, 2022.
b) Other audit qualifications in auditor's report
There are no statements/comments included in the CARO on the financial statements of the Company for the years ended March 31,
2024, March 31, 2023 and March 31, 2022.
45. The Restated Financial Information of the Company have been approved for issuance in accordance with the resolution of the board
of directors on December 26, 2024
353
As per our report of even date attached For and on behalf of Board of Directors


Deepak Garg Arun Kumar Upadhyay

Place : New Delhi

354
OTHER FINANCIAL INFORMATION
In accordance with the with Schedule VI, Part A (11)(I)(A)(ii)(b) of the SEBI ICDR Regulations, the audited financial
information of our Company for the year ended March 31, 2024, March 31, 2023, and March 31, 2022 and the three month
period ended June 30, 2024, and June 30, 2023 (collectively, the “Audited Financial Information”) is available on our website
at www.applindia.co.in.. Our Company is providing a link to this website solely to comply with the requirements specified in
The Audited Financial Information do not and will not constitute, (i) a part of this Draft Red Herring Prospectus; (ii) the Red
Herring Prospectus or (iii) the 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 Information should not be considered as part of information that any investor should consider subscribing for
or purchase any securities of our Company and should not be relied upon or used as a basis for any investment decision. Due
caution is advised when accessing and placing reliance on any historic or other information available in the public domain.
None of our Company or any of its advisors, nor the Promoter Selling Shareholders, 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 Information, or the opinions expressed therein.
The accounting ratios of our Company as required under Clause 11 of Part A of Schedule VI of the SEBI ICDR Regulations as
calculated based on the Restated Financial Information, are given below:
(₹ in million, unless otherwise mentioned)
For the year For the year For the year As at June 30,
As at June 30,
Particulars ended March ended March ended March 2024^
2023^
31, 2022 31, 2023 31, 2024
Basic earnings per Equity 0.35 1.32 2.19 0.74 1.20
Share (in ₹)(1)(3)
Diluted earnings per Equity 0.35 1.32 2.19 0.74 1.20
Share (in ₹)(2)(3)
Return on net worth (in %)(4) 6.29 20.57 27.37 10.27 12.37
Net asset value per equity 5.57 7.24 9.10 7.62 10.29
share (₹)(5)
Profit/(loss)after tax (6) 33.91 128.33 224.12 76.31 122.89
EBITDA (7) 106.15 213.48 487.47 132.99 226.64
^Not annualised
* Adjusted for Split of Equity Shares and Bonus Issue.
Notes:
1. Basic earnings per share (₹) is calculated by Restated profit after tax for the year attributable to equity shareholders of the Company
divided by weighted average number of equity shares outstanding during the year.
2. Diluted earnings per share (₹) is calculated by Restated profit after tax for the year attributable to equity shareholders of the Company
divided by weighted average number of equity shares outstanding during the year adjusted for the effects of all dilutive potential equity
shares, if any.
3. Basic EPS and Diluted EPS calculations are in accordance with Indian Accounting Standard 33 ‘Earnings per Share’.
4. Return on Net Worth (%) is calculated as restated profit attributable to owners of the Company divided by average equity for the
year/period
5. Net asset value per Equity Share (₹) is computed as Net worth (excluding Non-Controlling Interest) as restated / weighted average
number of equity shares outstanding at the end of the year adjusted for the issue of split and Bonus Shares, in accordance with principles
of Ind AS 33.
6. Profit after tax for the Year / Period- Profit After Tax is as reported in the financial statements
7. EBITDA is calculated as profit before tax and exceptional items for the year/period, plus finance costs and depreciation and
amortisation expenses, less other income.
The Non-GAAP Measures presented in this Draft Red Herring Prospectus are a supplemental measure of our performance and
liquidity that are not required by, or presented in accordance with Ind AS. Further, these Non-GAAP Measures are not a
measurement of our financial performance or liquidity under Ind AS and should not be considered in isolation or construed as
an alternative to cash flows, profit/(loss) for the year/period or any other measure of financial performance or as an indicator of
our operating performance, liquidity, profitability or cash flows generated by operating, investing or financing activities derived
355
in accordance with Ind AS. In addition, these Non-GAAP Measures are not a standardized term, hence a direct comparison of
similarly titled Non-GAAP Measures between companies may not be possible. Other companies may calculate the Non-GAAP
Measures differently from us, limiting its usefulness as a comparative measure. Although the Non-GAAP Measures are not a
measure of performance calculated in accordance with applicable accounting standards, our Company’s management believes
that they are useful to an investor in evaluating us because they are widely used measures to evaluate a company’s operating
performance. For the risks relating to our Non-GAAP Measures, see “Risk Factors – We have in this Draft Red Herring
Prospectus included certain Non-GAAP Measures that may vary from any standard methodology that is applicable across
the consumer appliance component industry and may not be comparable with financial information of similar nomenclature
computed and presented by other companies.” on page 60.
356
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’ for the Fiscals 2024, 2023, and 2022 and the three month period ended June 30, 2024 and June 30,
2023 as reported in the Restated Financial Information, see “Financial Information – Annexure VI - Note 40.8 – Related Party
Disclosures”.
357
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
The following discussion is intended to convey management’s perspective on our financial condition and results of operations
for the three-month period ended June 30, 2024. June 30, 2023, and for Fiscal 2024, Fiscal 2023 and Fiscal 2022. This
discussion and analysis is based on, and should be read in conjunction with, our Restated Financial Information (including the
schedules, notes and significant accounting policies thereto) included in the section titled “Restated Financial Information” on
page 271.
Our Restated Financial Information have been derived from our audited Ind AS financial statements for the three-month period
June 30, 2024 and June 30, 2023, and for Fiscal 2024, Fiscal 2023 and Fiscal 2022, and restated in accordance with the SEBI
ICDR Regulations and the Guidance Note on Reports on Company Prospectuses (Revised 2019) issued by the ICAI. Our financial
statements are prepared in accordance with Ind AS, notified under the Companies (Indian Accounting Standards) Rules, 2015,
and read with Section 133 of the Companies Act, 2013 to the extent applicable. Ind AS differs in certain material respects from
IFRS and U.S. GAAP and other accounting principles with which prospective investors may be familiar. Accordingly, the degree
to which the financial statements prepared in accordance with Ind AS included in this Draft Red Herring Prospectus will provide
meaningful information is entirely dependent on the reader’s level of familiarity with Ind AS accounting policies. We have not
attempted to quantify the impact of IFRS or U.S. GAAP on the financial information included in this Draft Red Herring
Prospectus, nor do we provide a reconciliation of our financial information to IFRS or U.S. GAAP. Any reliance by persons not
familiar with Ind AS accounting policies on the financial disclosures presented in this Draft Red Herring Prospectus should
accordingly be limited. Please also see “Risk Factors – We have in this Draft Red Herring Prospectus included certain Non-
GAAP Measures that may vary from any standard methodology that is applicable across the consumer appliance component
industry and may not be comparable with financial information of similar nomenclature computed and presented by other
companies.” on page 60.
Our fiscal year ends on March 31 of each year, and references to a particular fiscal year are to the 12 months ended March 31
of that year. All references to a year are to that Fiscal Year, unless otherwise noted. References to a three-month period are to
the three months ended June 30 of a particular fiscal year.
Unless otherwise indicated or the context requires otherwise, the financial information for the three-month period June 30, 2024,
June 30, 2023, and for Fiscal 2024, Fiscal 2023 and Fiscal 2022, included herein have been derived from our restated balance
sheets as at June 30, 2024, June 30, 2023, March 31, 2024, March 31, 2023 and March 31, 2022, and restated statements of
profit and loss, cash flows and changes in equity for the three-month period June 30, 2024, June 30, 2023, and the fiscal years
ended March 31, 2024, March 31, 2023 and March 31, 2022 of the Company, together with the statement of significant
accounting policies, and other explanatory information thereon.
Some of the information contained in this section, including information with respect to our strategies, contain forward-looking
statements that involve risks and uncertainties. You should read the section titled “Forward-Looking Statements” on page 17
for a discussion of the risks and uncertainties related to those statements and also the section titled “Risk Factors” and “Our
Business” on pages 29 and 205, respectively, for a discussion of certain factors that may affect our business, results of operations
and financial condition. The actual results of the Company may differ materially from those expressed in or implied by these
forward-looking statements.
Unless otherwise indicated, industry and market data used in this section has been derived from the F&S Report prepared and
released by Frost & Sullivan and commissioned and paid for by us and prepared exclusively in connection with the Offer. We
commissioned the F&S Report on December 27, 2024. The F&S Report is available at the following web-link:
www.applindia.co.in. Unless otherwise indicated, all financial, operational, industry and other related information derived from
the F&S Report and included herein with respect to any particular year, refers to such information for the relevant financial
year. For further details and risks in relation to commissioned reports, see “Risk Factors — Certain sections of this Draft Red
Herring Prospectus contain information from the F&S Report which we commissioned and purchased and any reliance on
such information for making an investment decision in the Offer is subject to inherent risks.” on page 43. Also, see “Certain
Conventions, Use of Financial Information and Market Data and Currency of Presentation – Industry and market data” on page
15.
Overview
appliance industry on the basis of market share in Fiscal 2024. (Source: F&S Report December 27, 2024) We have 61.0% market
share in refrigeration sealing solutions (gaskets), 25.2% market share in rigid profile extrusion, 45.96% in total profile extrusion,
31.3% and 15.4% market share in household refrigeration glass shelves and overall toughened glass products for appliance
industry in Fiscal 2024. (Source: F&S Report, December 27, 2024). We specialize in a range of toughened (tempered) glass
products and glass solutions, polymer extrusion products, magnet powders and magnetic products. Our product offerings also
include refrigerator door gaskets, thermoplastic extruded profiles, magnetic strips, polymer sheets extrusion, refrigerator glass
shelves, refrigerator glass doors, microwave glass doors, washing machine glass lids and various toughened glass components
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for appliances. We cater to sectors such as consumer durables, commercial refrigeration and automotive sectors. Our customers
are primarily appliance manufacturers (multi-national and Indian) with whom we collaborate on design and development. We
manufacture our products at our ten manufacturing facilities across India which are strategically positioned near key northern,
western and southern appliance manufacturing hubs of key OEM players. (Source: F&S Report, December 27, 2024)
(g) Soft profile extrusions, which are used as household and commercial refrigeration sealing systems (gaskets) and also in
building material.
(h) Rigid profile extrusions, which are used for trims, transparent profiles, door profiles in both household and commercial
(i) Sheet extrusions, which are used in consumer appliance applications such as refrigerator door and cabinet liners;
7. Magnet products:
(e) Magnetic strips, which are an integral component of refrigeration sealing solutions (Gaskets), shower door seals and
(f) Magnet powder, which is composed of Barium or Strontium ferrite, this powder is used in manufacturing magnetic
₹ million % of revenue from operations ₹ million % of revenue from operations
Toughened glass (or tempered glass) 288.50 33.02% 568.06 43.65%
Magnet products 33.49 3.83% 43.52 3.34%
Others 105.84 12.12% 138.13 10.61%
Total 873.62 100.00% 1,301.31 100.00%

% of
% of revenue % of revenue revenue
from operations from operations from
operations
Toughened glass
99.67 7.04% 489.54 20.36% 1,379.62 37.86%
(or tempered glass)
Magnetproducts 65.33 4.61% 113.38 4.71% 145.50 3.99%
Others 179.57 12.67% 305.08 12.69% 415.39 11.40%
Total 1,416.77 100.00% 2,404.93 100.00% 3,644.15 100.00%
We served 46 customers for the period ended November 30, 2024. We have a marquee customer base of multinational and
domestic consumer appliance OEMs. Selected examples of our multinational appliance OEM customers include Haier
Appliances (India) Private Limited, BSH Household Appliance Manufacturing Private Limited, Seaga India Private Limited and
Frigoglass India Private Limited. Selected examples of our Indian appliance OEM customers include Godrej & Boyce
Manufacturing Company Limited, Voltbek Home Appliances and IFB Refrigeration Limited.
We have a history of high customer retention. In three months period ended June 30, 2024, and the three months period ended
June 30, 2023 and Fiscal 2024, Fiscal 2023 and Fiscal 2022, we derived approximately 99.80%, 99.18 %, 99.39%, 98.71% and
92.45%, respectively, of our revenues from operations from repeat customers (defined as customers from which we have had
revenues in the past three fiscal years). As of June 30, 2024, our average association with our top 10 customers is of nine years.
focuses on designing, optimization, die creation and testing. Our inhouse design and development department independently
verifies and develops OEM designs received from customers and converts such designs into deliverable products and solutions
by improving the designs, recommending suitable raw materials and testing of trial products. Our close collaboration with multi-
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national and Indian OEMs on design and development give us a competitive advantage and this joint development is a difficult
barrier to entry for new competitors to overcome. (Source: F&S Report, December 27, 2024).
Shirwal) and one each located in Sanand (Gujarat); Mohali (Punjab); and Chennai (Tamil Nadu). Our manufacturing facilities
have been strategically positioned near key northern, western and southern appliance manufacturing hubs of key OEM players,
which reduces lead times and logistics costs and ensures faster and more efficient delivery. As on June 30, 2024, our annual
available installed capacity is 91,353,600 meters of soft profile extrusion, 14,040,000 meters of rigid profile extrusion, 3,903,600
square meters of toughened glass, 63,648,000 meters of magnetic strips production, 12,532 tonnes of PVC compound production,
2,156 tonnes of epoxidized soyabean oil production, 6,000 tonnes of sheet extrusion and 10,296 tonnes of magnet powder. For
further details, see “- Our Manufacturing – Capacity and Capacity Utilization” on page 226.
margins, we have undertaken several backward integration initiatives over the years and have taken various in-house steps.
Pursuant to the backward integration, we have strengthened number of our key production areas as set forth below:
 Soft profile extrusion/gasket production: Our soft profile extrusion/gasket production for refrigeration sealing solutions have
been significantly backward integrated with in-house compounding, extrusion, tooling/machinery, magnetic strip, ferrite
powder and plasticizer manufacturing facilities, with an annual available installed capacity of 9,13,53,600 meters as on June
30, 2024.
 Magnet Powder and Strip Production: We have backward integration of magnet powder and magnetic strip production
which are used in our gasket assemblies and automotive products, with an annual available installed capacity of 10,296
tonnes of magnet powder and 6,36,48,000 meters of magnetic strips as on June 30, 2024.
the CEO, Avanish Singh Visen, who has more than 20 years of industry experience, our Chief Financial Officer, Deepak Garg,
Manager – Sales and Marketing) along with a workforce of 580permanent employees as of November 30, 2024. We believe that
the collective experience and capabilities of our Promoters and management team and strong workforce enable us to understand
and anticipate market trends and manage our business operations and growth. For additional details, see “Our Management” on
page 244.
For details in relation to our business, please see the section “Our Business” on page 205.
Significant Factors Affecting our Financial Condition and Results of Operations
We believe that the following factors have significantly affected our results of operations and financial condition during the
period under review, and may continue to affect our results of operations and financial condition in the future.
Maintaining our customer relationships
Our business is predominantly conducted on a business-to-business with original equipment manufacturers and other commercial
and industrial customers in India. We sell our products to our customers directly through our sales and marketing team. As of
November 30, 2024 and in Fiscal 2024, Fiscal 2023 or Fiscal 2022, we sold products to 46 customers, 47 customers, 45 customers
and 45 customers, respectively. As our key customers typically have specific requirements we believe that our continued
relationships with these customers plays a significant role in determining our continued success and results of operations. The
table below sets forth our revenue from operations from our largest customer, top 5 customers and top 10 customers and their
contribution to our revenue from operations for the periods indicated:
Particulars Fiscal 2022 Fiscal 2023 Fiscal 2024 Three month period Three month period
₹ in % of ₹ in % of ₹ in % of ₹ in % of ₹ in % of
million revenue million revenue million revenue million revenue million revenue
from from from from from
operations operations operations operations operations
Largest
453.97 32.04% 780.68 32.46% 1,256.11 34.47% 292.82 33.52% 404.85 31.11%
Customer
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Particulars Fiscal 2022 Fiscal 2023 Fiscal 2024 Three month period Three month period
₹ in % of ₹ in % of ₹ in % of ₹ in % of ₹ in % of
million revenue million revenue million revenue million revenue million revenue
from from from from from
operations operations operations operations operations
Top 5
1,101.61 77.76% 1,898.67 78.95% 2,895.76 79.46% 709.54 81.22% 1,041.30 80.02%
Customers
Top 10
1,265.35 89.31% 2,175.12 90.44% 3,333.78 91.48% 797.08 91.24% 1,187.31 91.24%
Customers
Our relationships with these customers have thus been gradually strengthened by proving our reliability and quality through
initially fulfilling their components requirement and eventually becoming a one stop solution provider to them. The demand for
our products from our customers has a significant impact on our results of operations and financial condition and our sales are
particularly affected by the inventory and sales levels of our key customers. In the event that we lose one or more of our key
customers or if the amount of business we receive from them is reduced for any reason or they commence production of
components in India, our cash flows and results of operations may be affected. Our contracts and supply arrangements with key
customers also contain certain standards and performance obligations and our failure to meet such specifications could result in
a reduction of business from them, termination of contracts or additional costs and penalties, all of which may adversely impact
our results of operations and financial condition.
Management of inventories and input costs
Our financial condition and results of operations are significantly impacted by the availability and cost of our key raw materials
and inputs, particularly virgin Polyvinyl chloride (“PVC”) resin, refined soya bean oil, hydrogen peroxide, chlorinated
polyethylene (“CPE”), acrylonitrile butadiene styrene (“ABS”), high-impact polystyrene (“HIPS”), iron oxide, barium
carbonate, strontium carbonate and clear float glass and glass printing inks, as this constitutes our largest expense. The table
below sets forth our cost of materials and our cost of materials as a percentage of total expenses for periods indicated:
Three month Three month

Fiscal 2022 Fiscal 2023 Fiscal 2024 period ended June period ended June
30, 2023 30, 2024
Particulars
₹ in ₹ in ₹ in ₹ in ₹ in
total total total total total
million million million million million
expenses expenses expenses expenses expenses
Cost of
materials 786.10 56.83% 1,543.28 67.38% 2,211.88 66.05% 532.69 68.37% 676.39 59.37%
consumed
We need to maintain sufficient inventory levels to meet customer expectations at all times. Inaccurate forecasting of demand or
inefficiencies in managing inventory levels could lead to overproduction or stockpiling of obsolete components, which could
result in increased storage costs or write-offs, negatively impacting profitability. Likewise, failure to have adequate inventory in
stock to fulfil customer orders could result in inability to meet customer demand or loss of customers, leading to possible loss of
future revenue.
Particulars As at March 31, As at March 31, As at March 31, As at June 30, As at June 30,
2022 2023 2024 2023* 2024*
Average inventory (₹ million) 220.65 361.11 531.35 458.96 718.59
* The figures for the three month periods ended June 30, 2024 and June 30, 2023 are not annualized.
If we are unable to accurately predict sourcing levels or customer trends or if our expectations about customer demands and
needs are inaccurate, we may have to take unanticipated markdowns or impairment charges to dispose of the excess or obsolete
inventory, which can adversely affect our business, results of operations and financial condition. Furthermore, we may be
required to maintain high inventory levels if we anticipate increases in customer demand for our products, which in turn would
require a significant amount of working capital.
Our manufacturing facilities and its utilisation
Our results of operations are directly affected by our sales volume, which in turn is a function of several factors, including levels
of utilisation of our manufacturing facilities. We have five of our ten manufacturing facilities concentrated in Greater Noida in
the NCR and we have two in manufacturing facilities in Maharashtra and one in each of Gujarat, Punjab and Tamil Nadu. Over
the years, we have grown our manufacturing capabilities and we will continue to look to add capacity in a phased manner to
ensure that we utilize our capacity at optimal levels. Our business is dependent upon our ability to manage our manufacturing
facilities and run them at certain utilization levels, which are subject to various operating risks, including those beyond our
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control, such as the breakdown and failure of equipment, industrial accidents, labour disputes or shortage of labour, severe
weather conditions and natural disasters. In addition, we also may face protests from local citizens at our existing facilities or
while setting up new facilities, which may delay or halt our operations. Further, we may be subject to manufacturing disruptions
due to contraventions by us of any of the conditions of our regulatory approvals.
Our manufacturing facilities and our operations are susceptible to local and regional factors, such as economic and weather
conditions, natural disasters, political, demographic and population changes, adverse regulatory developments, civil unrest and
other unforeseen events and circumstances. Such disruptions could result in the damage or destruction of one or more of our
manufacturing capabilities, significant delays in shipments of our products and/or otherwise materially adversely affect our
business, financial condition and results of operations. The occurrence of any of these events could require us to incur significant
capital expenditure or change our business structure or strategy, which could have an adverse effect on our business, results of
operations, future cash flows and financial condition.
Changes in technology
We operate in an industry which is characterised by technological changes. Our ability to stay abreast of such changes, ensure
that our R&D efforts provide commercially viable and marketable solutions to our customers and ensure that our manufacturing
facilities are capable of producing technologically advanced products plays a significant role in determining the attractiveness
of our offering to customers. Our research and development and product development department focuses on product designing,
die and mould designing and prototype designing. Our future success will depend substantially on our ability to respond to new
technologies or changes in customer preferences and specifications, as well as our customers’ ability to predict and develop new
products that meet the end consumers’ requirements and needs.
Our in-house R&D department has the capabilities to verify and develop OEM designs received from customers and convert
such designs into deliverable component products by improving the designs, recommending suitable raw materials and testing
of trial products. Innovation and applied engineering continue to be the key determinant for our success. The development and
commercialisation of our products are complex, time-consuming, costly and involve a high degree of business risk. We may
encounter unexpected delays in the development of new products and these new products may not perform as we expect.
The success of our products will depend on several factors, including our ability to engineer them to the high standards
requirement by regulators, certifying agencies and our customers, to properly anticipate customer needs; to obtain timely
regulatory approvals; to establish collaborations with suppliers and customers; to develop and manufacture our products in a
timely and cost-effective manner through our product development efforts; and to market and sell our products successfully. In
addition, the development and commercialisation of our products are characterised by significant upfront costs, including costs
associated with product development activities, obtaining regulatory approvals and certifications and building manufacturing
processes. If we do not successfully develop new products in a timely, cost-effective manner that is attractive to our customers,
our business, results of operations and financial condition may be adversely affected.
Competition
We operate in a competitive industry. Electronic manufacturing services (“EMS”) companies are steadily shifting towards OEM
models, giving full turnkey solutions for items from design, product development to reverse logistics. Also, due to increased
competition, EMS companies are striving to diversify their product offerings. Although the consumer appliance component
industry provides for significant entry barriers, competition in our business is based on pricing, relationships with customers
particularly with OEMs, product quality, and compliance with government regulation including environmental regulation. (F&S
Report, dated December 27, 2024). We face pricing pressures from national, regional and local companies that are able to
produce components and tempered / toughened glass at competitive costs and consequently, may supply their products at cheaper
prices. We are unable to assure you that we shall be able to meet the pricing pressures imposed by such competitors which would
changes in the Indian consumer appliance industries, innovate with new products, offer competitive prices due to economies of
scale and ensure product quality and compliance. Further, our competitors may enter into contract manufacturing arrangements
with our customers for products that they are currently purchasing from us that could result in the loss of such customer or loss
of revenue from such customer. For further details regarding our industry peers, see “Industry Overview – Competitive
Landscape” beginning on page 140.
Basis of preparation of Restated Financial Information
The Restated Financial Information have been prepared on a historical cost basis except certain items that are measured at fair
value as explained in accounting policies.
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Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between
market participants at the measurement date, regardless of whether that price is directly observable or estimated using another
valuation technique. In estimating the fair value of an asset or a liability, the Company takes into account the characteristics of
the asset or liability, if market participants would take those characteristics into account when pricing the asset or liability at the
measurement date. Fair value for measurement and/or disclosure purposes in these financial statements is determined on such a
basis, except for leasing transactions that are within the scope of Ind AS 116 – Leases, and measurements that have some
similarities to fair value but are not fair value, such as net realisable value in Ind AS 2 – Inventories or value in use in Ind AS 36
– Impairment of Assets.
These financial statements are presented in Indian National Rupee (‘₹’), which is the Company’s functional currency. All
amounts have been rounded to the nearest Millions (₹ 000,000), except when otherwise indicated.
Use of estimates and critical accounting judgements
In the preparation of Restated Financial information, the Company makes judgements in the application of accounting policies;
and estimates and assumptions which affects carrying values of assets and liabilities that are not readily apparent from other
sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be
relevant. Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in
the period in which the estimate is revised and future periods affected.
Key source of estimation of uncertainty at the date of financial statements, which may cause material adjustment to the carrying
amounts of assets and liabilities within the next financial year, is in respect of impairment, useful lives of property, plant and
equipment and intangible assets, valuation of deferred tax assets, provisions and contingent liabilities, fair value measurements
of financial instruments and retirement benefit obligations as disclosed below:
Impairment
The Company estimates the value in use of the cash generating unit (CGU) based on future cash flows after considering current
economic conditions and trends, estimated future operating results and growth rates and anticipated future economic and
regulatory conditions. The estimated cash flows are developed using internal forecasts. The cash flows are discounted using a
suitable discount rate in order to calculate the present value.
Useful lives of property, plant and equipment and intangible assets
The Company reviews the useful life of property, plant and equipment and intangible assets at the end of each reporting period.
This reassessment may result in change in depreciation and amortisation expense in future periods.
Valuation of deferred tax assets
The Company reviews the carrying amount of deferred tax assets at the end of each reporting period.
Provision for warrantee
The Company generally offers 12 months warranty for its products. Warranty costs are determined as a percentage of sales based
on the past trends of the costs required to be incurred for repairs, replacements, material costs and servicing cost. Management
estimates the related closing provision as at Balance Sheet date for future warranty claims based on historical warranty claim
information, as well as recent trends that might suggest that past information may differ from future claims. The assumptions
made in current period are consistent with those in the prior year. As the time value of money is not considered to be material,
warranty provisions are not discounted.
Allowances for expected credit loss

The Company makes provision for expected credit losses through appropriate estimations of irrecoverable amount. The
identification of expected credit loss requires use of judgment and estimates. The Company evaluates trade receivables ageing
and makes a provision for those debts as per the provisioning policy. Where the expectation is different from the original estimate,
such difference will impact the carrying value of the trade and other receivables and doubtful debts expenses in the period in
which such estimate has been changed.
Provisions and contingent liabilities
A provision is recognised when the Company has a present obligation as a result of a past event and it is probable that the outflow
of resources will be required to settle the obligation, in respect of which a reliable estimate can be made. These are reviewed at
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each balance sheet date and adjusted to reflect the current best estimates. Contingent liabilities are not recognised in financial
statements.
Fair value measurements of financial instruments
When the fair value of financial assets and financial liabilities recorded in the balance sheet cannot be measured based on quoted
prices in active markets, their fair value is measured using valuation techniques including Discounted Cash Flow Model. The
inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgement
is required in establishing fair value. Judgements include considerations of inputs such as liquidity risks, credit risks and
volatility. Changes in assumptions about these factors could affect the reported fair value of financial instruments.
Retirement benefit obligations
The Company’s retirement benefit obligations are subject to number of assumptions including discount rates, inflation and salary
growth. Significant assumptions are required when setting these criteria and a change in these assumptions would have a
significant impact on the amount recorded in the Company’s balance sheet and the statement of profit and loss. The Company
sets these assumptions based on previous experience and third party actuarial advice.
Classification of Leases
The Company enters into leasing arrangements for various assets. The classification of the leasing arrangement as a finance lease
or operating lease is based on an assessment of several factors, including, but not limited to, transfer of ownership of leased asset
at end of lease term, lessee’s option to purchase and estimated certainty of exercise of such option, proportion of lease term to
the asset’s economic life, proportion of present value of minimum lease payments to fair value of leased asset and extent of
specialized nature of the leased asset.
Statement of Significant Accounting Policies
The material accounting policies applied by the Company in the preparation of the Restated Financial information are listed
below. Such accounting policies have been applied consistently to all the periods presented in this Restated Financial information,
unless otherwise indicated.
a) Current versus non-current classification

The Company presents assets and liabilities in the balance sheet based on current/ non-current classification.
An asset is classified 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 the other assets are classified as non-current.
A liability is classified as 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.
The Company classifies all other liabilities as non-current. Deferred tax assets and liabilities are classified as non-current
assets and non-current liabilities respectively.
The operating cycle is the time between the acquisition of the assets for processing and their realisation in cash and cash
equivalents. The Company has identified twelve months as its operating cycle.
b) Property, plant, and equipment

Property, plant and equipment are carried at cost of acquisition or construction less accumulated depreciation and/ or
accumulated impairment, if any. The cost includes its purchase price, including import duties and other non-refundable taxes
or levies (for Leasehold improvements and Vehicles, Goods and Services Tax is not availed but added to the cost of
acquisition or construction), freight and any directly attributable cost of bringing the asset to its working condition for its
intended use; any trade discounts and rebates are deducted in arriving at the purchase price.
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Subsequent expenditures related to an item of tangible property, plant and equipment are added to its book value only if
they increase the future benefits from the existing asset beyond its previously assessed standard of performance.
The cost of property, plant and equipment not ready for their intended use at the Restated Statement of Assets and Liabilities
date are disclosed as capital work in progress.
Advances paid towards the acquisition of property, plant and equipment, outstanding at each Restated Statement of Assets
and Liabilities date are disclosed as 'capital advances' under 'other non current assets'.
Where a significant component (in terms of cost) of an asset has an economic useful life shorter than that of it’s
corresponding asset, the component is depreciated over it’s shorter life.
Assets individually costing up to Rupees five thousand are not capitalized.
Depreciation methods, estimated useful lives
Depreciation is provided on straight line method over the estimated useful life of fixed assets as per the useful life prescribed
under Part C of Schedule II of the Companies Act, 2013. Depreciation on addition to property, plant and equipment is
provided on pro-rata basis from the date the assets are ready for intended use. Depreciation on sale / deletion of property,
plant and equipment is provided for up to the date of sale, deduction or discard of property, plant and equipment as the case
may be. In case of impairment, if any, depreciation is provided on the revised carrying amount of the asset over its remaining
useful life.
Leasehold improvements are being amortised over the duration of the lease, or estimated useful life of the assets, whichever
is lower.
Depreciation methods, useful lives and residual values are reviewed periodically at each financial year end and adjusted
prospectively, as appropriate.
The Company has elected to continue with the carrying value of all its property plant and equipment recognised on the date
of transition, measured as per the previous GAAP, and use that carrying value as the deemed cost of the property, plant and
equipment.
c) Intangible assets
Intangible assets are stated at cost of acquisition or construction less accumulated amortisation and impairment, if any.
Intangible assets purchased are measured at cost as at the date of acquisition, as applicable, less accumulated amortisation
and accumulated impairment, if any. The estimated useful life of an identifiable intangible asset is based on a number of
factors including the effects of obsolescence, demand, competition, and other economic factors (such as the stability of the
industry, and known technological advances), and the level of maintenance expenditures required to obtain the expected
future cash flows from the asset.
Amortisation of intangible assets

Intangible assets are amortized over their respective individual estimated useful lives on a straight-line basis, from the date
that they are available for use. The management has estimated life of software 5 years.
The Company has elected to continue with the carrying value of all its intangible assets recognised on the date of transition,
measured as per the previous GAAP, and use that carrying value as the deemed cost of the intangible assets.
d) Investment properties
Investment Property is property (comprising land or building or both) held to earn rental income or for capital appreciation
or both, but not for sale in ordinary course of business, use in the production or supply of goods or services or for
administrative purposes. Investment properties are stated at cost of acquisition or construction less accumulated depreciation
and impairment, if any.
e) Non-current assets held for sale

Non-current assets are classified as held-for sale if it is highly probable that they will be recovered primarily through sale
rather than through continuing use.
Such assets, or disposal groups, are generally measured at the lower of their carrying amount and fair value less costs to sell.
An impairment loss is recognised for any initial or subsequent write-down of the asset to fair value less costs to sell. A gain
is recognised for any subsequent increases in fair value less costs to sell of an asset, but not in excess of any cumulative
impairment loss previously recognised. A gain or loss not previously recognised by the date of the sale of the non-current
asset is recognised at the date of de-recognition.
Once classified as held-for-sale, intangible assets and property, plant and equipment are no longer amortised or depreciated.
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f) Impairment of non-financial assets
The Company 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 Company estimates the asset’s recoverable amount.
An asset’s recoverable amount is the higher of an assets or cash-generating unit’s (CGU) fair value less costs of disposal
and its value in use. 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 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.
Impairment losses of continuing operations, including impairment on inventories, are recognised in the statement of profit
and loss.
For assets an assessment is made at each reporting date to determine whether there is an indication that previously recognised
impairment losses no longer exist or have decreased. If such indication exists, the Company estimates the asset’s or CGU’s
recoverable amount. A previously recognised impairment loss is reversed only if there has been a change in the assumptions
used to determine the asset’s recoverable amount since the last impairment loss was recognised. The reversal is limited so
that the carrying amount of the asset does not exceed its recoverable amount, nor exceed the carrying amount that would
have been determined, net of depreciation, had no impairment loss been recognised for the asset in prior years. Such reversal
is recognised in the statement of profit or loss unless the asset is carried at a revalued amount, in which case, the reversal is
treated as a revaluation increase.
g) Borrowing and Borrowing Costs

Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently measured
at amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption amount is recognised
in Statement of profit and loss over the period of the borrowings using the effective interest method. Borrowings are
derecognised from the balance sheet when the obligation specified in the contract is discharged, cancelled or expired. The
difference between the carrying amount of a borrowings that has been extinguished or transferred to another party and the
consideration paid, including any non-cash assets transferred or liabilities assumed, is recognised in Statement of profit and
loss as other gains/(losses). Borrowings are classified as current liabilities unless the Company has an unconditional right to
defer settlement of the liability for at least 12 months after the reporting period.
Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a
substantial period of time to get ready for its intended use are capitalised as part of the cost of the asset. All other borrowing
costs are expensed in the period in which they occur. Borrowing costs consist of interest and other costs that an entity incurs
in connection with the borrowing of funds. Borrowing cost also includes exchange differences to the extent regarded as an
adjustment to the borrowing costs.
Borrowing costs directly attributable to the acquisition or construction of qualifying assets are capitalised as part of the cost
of the assets up to the date the asset is ready for its intended use. All other borrowing costs are recognised as an expense in
the Restated Statement of Profit and Loss account in the year in which they are incurred.
h) Inventories
Inventories are valued as follows:
Raw materials, stock in trade and stores and spares - Lower of cost and net realisable value. Cost is determined on a
weighted average basis. Materials and other items held for use in the production of inventories are not written down below
costs, if finished goods in which they will be incorporated are expected to be sold at or above cost.
Work-in-progress and finished goods - Lower of cost and net realisable value. Cost includes direct materials, labour and
a proportion of manufacturing overheads.
Net realisable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and
to make the sale. However, materials and other items held for use in the production of finished goods or providing services
are not written down below cost if the finished products in which they will be incorporated are expected to be sold at or
above cost. The comparison of cost and net realizable value is made on item by item basis.
i) Revenue Recognition
Revenue is measured at the amount of transaction price (net of variable consideration) received or receivable when control
of the goods is transferred to the customer and there are no unfulfilled performance obligations as per the contract with the
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customers. The Company recognizes revenue when it satisfies a performance obligation in accordance with the provisions
of contract with the customer. This is achieved when;
 effective control of goods along with significant risks and rewards of ownership has been transferred to customer;
 the amount of revenue can be measured reliably;
 it is probable that the economic benefits associated with the transaction will flow to the Company; and
 the costs incurred or to be incurred in respect of the transaction can be measured reliably.
Revenue represents net value of goods and services provided to customers after deducting for certain incentives including,
but not limited to discounts, volume rebates, etc. For incentives offered to customers, the Company makes estimates related
customer performance and sales volume to determine the total amounts earned and to be recorded as deductions. The
estimate is made in such a manner, which ensures that it is highly probable that a significant reversal in the amount of
cumulative revenue recognised will not occur. The actual amounts may differ from these estimates and are accounted for
prospectively.
The Company considers shipping and handling activities as costs to fulfill the promise to transfer the related products and
the customer payments for shipping and handling costs are recorded as a component of revenue. In certain customer
contracts, shipping and handling services are treated as a distinct separate performance obligation and the Company
recognizes revenue for such services when the performance obligation is completed.
Revenue are net of Goods and Service Tax. No element of significant financing is deemed present as the sales are made
with a credit term, which is consistent with market practice.
Revenue (other than sale) is recognised to the extent that it is probable that the economic benefits will flow to the company
and the revenue can be reliably measured. Export incentives are recognized when there is reasonable assurance that the
Company will comply with the conditions and the incentives will be received.
Export entitlements in the form of duty drawback, Merchandise Export Incentive Scheme and other schemes are recognized
in the statement of profit and loss when the right to receive credit as per the terms of the scheme is established in respect of
exports made and when there is no significant uncertainty regarding the ultimate collection of the relevant export proceeds.
Interest income from a financial asset is recognised when it is probable that the economic benefits will flow to the Company
and the amount of income can be measured reliably. Interest income is accrued on a time basis, by reference to the principal
outstanding and at the effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts
through the expected life of the financial asset to that asset's net carrying amount on initial recognition.
Contract assets
Contract asset is right to consideration in exchange for goods or services transferred to the customer and performance
obligation satisfied. If the Company performs by transferring goods or services to a customer before the customer pays
consideration or before payment is due, a contract asset is recognised for the earned consideration that is conditional. Upon
completion of the attached condition and acceptance by the customer, the amounts recognised as contract assets is
reclassified to trade receivables upon invoicing. A receivable represents the Company’s right to an amount of consideration
that is unconditional. Contract assets are subject to impairment assessment.
Contract liabilities
A contract liability is the obligation to transfer goods or services to a customer for which the Company has received
consideration from the customer. If customer pays consideration before the Company transfers goods or services to the
customer, a contract liability is recognised when the payment is made. Contract liabilities are recognised as revenue when
the Company performs under the contract (i.e., transfers control of the related goods or services to the customer).
Trade receivables
A trade receivable is recognised if an amount of consideration that is unconditional (i.e., only the passage of time is required
before payment of the consideration is due).
j) Foreign currencies
The Company’s financial statements are presented in INR, which is also its functional currency.
Transactions and balances
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Transactions in foreign currencies are initially recorded by the Company at functional currency spot rates at the date the
transaction first qualifies for recognition.
Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency closing rate of
exchange at 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. Non-monetary items measured at fair value in a foreign currency are translated
using the exchange rates at the date when the fair value is determined. The gain or loss arising on translation of non-monetary
items measured at fair value is treated in line with the recognition of the gain or loss on the change in fair value of the item
(i.e., translation differences on items whose fair value gain or loss is recognised in statement of profit or loss are also
recognised in OCI or statement of profit or loss, respectively).
k) Income Taxes
Current tax
Current tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities.
The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted in India, at the
reporting date.
Current tax relating to items recognised outside statement of profit or loss is recognised outside statement of profit or loss
(either in other comprehensive income or in equity). Current tax items are recognised in correlation to the underlying
transaction either in OCI or directly in equity. Management periodically evaluates positions taken in the tax returns with
respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where
appropriate.
Current tax assets is offset against current tax liabilities if, and only if, a legally enforceable right exists to set off the
recognised amounts and there is an intention either to settle on a net basis, or to realise the asset and settle the liability
simultaneously.
Deferred tax
Deferred tax is provided using the liability method on temporary differences between the tax bases of assets and liabilities
and their carrying amounts for financial reporting purposes at the reporting date.
Deferred tax assets are recognised for all deductible temporary differences, the carry forward of unused tax credits and any
unused tax losses. Deferred tax assets are recognised to the extent that it is probable that taxable profit will be available
against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can
be utilised. Deferred tax liabilities are generally recognised for all the taxable temporary differences.
The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer
probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised.
Unrecognised deferred tax assets are re-assessed at each reporting date and are recognised to the extent that it has become
probable that future taxable profits will allow the deferred tax asset to be recovered.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realised
or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting
date.
Deferred tax assets and deferred tax liabilities are offset if a legally enforceable right exists to set off current tax assets
against current tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority.
l) Employee benefits
Short-term benefits
The undiscounted amount of short-term employee benefits expected to be paid in exchange for the service rendered by
employees are recognised during the period when the employee renders the services.
Defined contribution plans
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Retirement benefit in the form of provident fund is a defined contribution scheme. The Company has no obligation, other
than the contribution payable to the provident fund. The Company recognizes contribution payable to the provident fund
scheme as an expense, when an employee renders the related service.
Company’s contribution to state defined contribution plans namely Employee State Insurance is made in accordance with
the Statute, and are recognised as an expense when employees have rendered services entitling them to the contribution.
Defined benefits plans
The Company operates a defined benefit gratuity plan in India, which requires contributions to be made to a separately
administered fund. Gratuity is a defined benefit obligation.
The cost of providing benefits under the defined benefit plan is determined using the projected unit credit method. In respect
of post-retirement benefit re-measurements 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, are recognised immediately
in the balance sheet with a corresponding debit or credit to retained earnings through OCI in the period in which they occur.
Re-measurements are not reclassified to statement of profit or loss in subsequent periods.
Past service cost is recognised as an expense when the plan amendment or curtailment occurs or when any related
restructuring costs or termination benefits are recognised, whichever is earlier.
Other long-term benefits
Accumulated leave, which is expected to be utilized within the next twelve months, is treated as short-term employee benefit.
The Company measures the expected cost of such absences as the additional amount that it expects to pay as a result of the
unused entitlement that has accumulated at the balance sheet date. Actuarial gains/ losses on the compensated absences are
immediately taken to the statement of profit and loss and are not deferred.
m) Leases
Company as a lessee
The Company assesses if a contract is or contains a lease at inception of the contract. A contract is, or contains, a lease if
the contract conveys the right to control the use of an identified asset for a period time in exchange for consideration.
The Company recognizes a right-of-use asset and a lease liability at the commencement date, except for short-term leases
of twelve months or less and leases for which the underlying asset is of low value, which are expensed in the statement of
operations on a straight-line basis over the lease term.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement
date, discounted using the interest rate implicit in the lease, or, if not readily determinable, the incremental borrowing rate
specific to the country, term and currency of the contract. Lease payments can include fixed payments, variable payments
that depend on an index or rate known at the commencement date, as well as any extension or purchase options, if the
Company is reasonably certain to exercise these options. The lease liability is subsequently measured at amortized cost using
the effective interest method and remeasured with a corresponding adjustment to the related right-of-use asset when there is
a change in future lease payments in case of renegotiation, changes of an index or rate or in case of reassessments of options.
The right-of-use asset comprises, at inception, the initial lease liability, any initial direct costs and, when applicable, the
obligations to refurbish the asset, less any incentives granted by the lessors. The right-of-use asset is subsequently
depreciated, on a straight-line basis, over the lease term, if the lease transfers the ownership of the underlying asset to the
Company at the end of the lease term or, if the cost of the right-of-use asset reflects that the lessee will exercise a purchase
option, over the estimated useful life of the underlying asset. other are also subject to testing for impairment if there is an
indicator for impairment. Variable lease payments not included in the measurement of the lease liabilities are expensed to
the statement of operations in the period in which the events or conditions which trigger those payments occur. In the
statement of financial position right-of-use assets and lease liabilities are classified respectively as part of property, plant
and equipment and short-term/long-term debt.
n) Government grant and subsidies

Grants from the Government are recognised at their fair value where there is a reasonable assurance that the grant will be
received and the Company will comply with all attached conditions. Government grants relating to the purchase of property,
plant and equipment are included in noncurrent liabilities as deferred income and are credited to statement of profit and loss
on a systematic basis over the expected lives of the related assets to match them with the costs for which they are intended
to compensate and presented within other income.
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Government grants that compensate the Company for expenses incurred are recognised in the Statement of Profit and Loss,
as income or deduction from the relevant expense, on a systematic basis in the periods in which the expense is recognised.
o) Cash and cash equivalents
Cash and cash equivalent comprise cash at banks and on hand, cheques on hand and short-term deposits with an original
maturity of three months or less, which are subject to an insignificant risk of changes in value.
p) Provisions, contingent liabilities and contingent assets

Provisions are recognised when present obligations as a result of a past event will probably lead to an outflow of economic
resources and amounts can be estimated reliably. Timing or amount of the outflow may still be uncertain. A present
obligation arises when there is a presence of a legal or constructive commitment that has resulted from past events, for
example, legal disputes or onerous contracts. Provisions are not recognised for future operating losses.
Provisions are measured at the estimated expenditure required to settle the present obligation, based on the most reliable
evidence available at the reporting date, including the risks and uncertainties associated with the present obligation.
Provisions are discounted to their present values, where the time value of money is material.
Any reimbursement that the Company can be virtually certain to collect from a third party with respect to the obligation is
recognised as a separate asset. However, this asset may not exceed the amount of the related provision.
All provisions are reviewed at each reporting date and adjusted to reflect the current best estimate.
In those cases where the outflow of economic resources as a result of present obligations is considered improbable or remote,
no liability is recognised.
Contingent liability is disclosed for:

 Possible obligations which will be confirmed only by future events not wholly within the control of the Company or
 Present obligations arising from past events where it is not probable that an outflow of resources will be required to
settle the obligation or a reliable estimate of the amount of the obligation cannot be made.
Contingent assets are not recognised. However, when inflow of economic benefits is probable, related asset is disclosed.
q) Earnings per share

Basic earnings per equity share is computed by dividing net profit or loss for the year attributable to the equity shareholders
of the Company by the weighted average number of equity shares outstanding during the year. The weighted average number
of equity shares outstanding during the year and for all periods presented is adjusted for events, such as bonus shares, other
than the conversion of potential equity shares, that have changed the number of equity shares outstanding, without a
corresponding change in resources.
Diluted earnings per share is computed by dividing net profit or loss for the year attributable to the equity shareholders of
the Company and weighted average number of equity shares considered for deriving basic earnings per equity share and
also the weighted average number of equity shares that could have been issued upon conversion of all dilutive potential
equity shares. The dilutive potential equity shares are adjusted for the proceeds receivable had the equity shares been actually
issued at fair value (i.e. the average market value of the outstanding equity shares).
r) Fair value measurement

In determining the fair value of its financial instruments, the Company uses a variety of methods and assumptions that are
based on market conditions and risks existing at each reporting date. The methods used to determine fair value include
discounted cash flow analysis, available quoted market prices and dealer quotes. All methods of assessing fair value result
in general approximation of value, and such value may never actually be realized. For financial assets and liabilities maturing
within one year from the Balance Sheet date and which are not carried at fair value, the carrying amounts approximate fair
value due to the short maturity of these instruments.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between
market participants at the measurement date, regardless of whether that price is directly observable or estimated using
another valuation technique. In estimating the fair value of an asset or a liability, the Company takes into account the
characteristics of the asset or liability, if market participants would take those characteristics into account when pricing the
asset or liability at the measurement date.
In addition, for financial reporting purposes, fair value measurements are categorized into Level 1, 2 or 3 based on the degree
to which the inputs to the fair value measurements are observable and the significance of the inputs to the fair value
measurement in its entirety, which are described as follows:
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Level 1 inputs are quoted prices /net asset value (unadjusted) in active markets for identical assets or liabilities that the
company can access at the measurement date;
Level 2 inputs are inputs, other than quoted prices included within Level 1, that are observable for the asset or liability,
either directly or indirectly; and
Level 3 inputs are unobservable inputs for the asset or liability.
s) Segment reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision
maker. Chief operating decision maker review the performance of the Company according to the nature of products
manufactured, traded 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 locations of customers.
t) Financial instruments
A financial instrument is defined as any contract that gives rise to a financial asset of one entity and a financial liability or
equity instruments of another entity. Financial instruments also include derivative contracts such as foreign exchange
forward contracts, embedded derivatives in the host contract, etc.
Initial recognition and measurement - Financial assets and financial liabilities are recognized when the Company becomes
a party to the contractual provisions of the financial instrument. Financial instrument (except trade receivables) are measured
initially at fair value adjusted for transaction costs, except for those carried at fair value through profit or loss which are
measured initially at fair value. Trade receivables are measured at their transaction price unless it contains a significant
financing component in accordance with Ind AS 115 for pricing adjustments embedded in the contract.
Subsequent measurement [Non-derivative financial assets]-
i. Financial assets carried at amortised cost : A financial asset is measured at the amortised cost, if both the following
conditions are met:
• The asset is held within a business model whose objective is to hold assets for collecting contractual cash flows, and
• Contractual terms of the asset give rise on specified dates to cash flows that are solely payments of principal and interest
(SPPI) on the principal amount outstanding.
After initial measurement, such financial assets are subsequently measured at amortised cost using the effective interest rate
(EIR) method.
ii. Financial assets at fair value through Profit & Loss (FVTPL) : Financial assets, which does not meet the criteria for
categorization as at amortized cost or as FVOCI, are classified as at FVTPL. Financial assets included within the FVTPL
category are measured at fair value with all changes recognized in the Statement of Profit & Loss.
Subsequent measurement [Non-derivative financial liabilities]- Subsequent to initial recognition, all non-derivative
financial liabilities are measured at amortised cost using the effective interest method.
Trade Receivable
Trade receivables are initially recognised when they are originated. All other financial assets and financial liabilities are
initially recognised when the Company becomes a party to the contractual provisions of the instrument. A financial asset,
except trade receivable which are recognised at transaction price as per Ind AS 115, or financial liability is initially measured
at fair value plus, for an item not at fair value through profit and loss (FVTPL), transaction costs that are directly attributable
to its acquisition or issue.
Investment in Subsidiary
When an entity prepares separate financial statements, it shall account for investments in subsidiaries, joint ventures and
associates either:
(a) at cost, or
(b) in accordance with Ind AS 109.
Company accounts for its investment in subsidiary at cost.
Financial guarantee contracts are recognised as a financial liability at the time the guarantee is issued. The liability is initially
measured at fair value and subsequently at the higher of (i) the amount determined in accordance with the expected credit
loss model as per Ind-AS 109 and (ii) the amount initially recognised less, where appropriate, cumulative amount of income
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recognised in accordance with the principles of Ind AS 115. The fair value of financial guarantees is determined based on
the present value of the difference in cash flows between the contractual payments required under the debt instrument and
the payments that would be required without the guarantee, or the estimated amount that would be payable to a third party
for assuming the obligations.
u) Impairment of financial assets

In accordance with Ind AS 109, the Company applies expected credit loss (ECL) model for measurement and recognition
of impairment loss for financial assets. ECL is the weighted-average of difference between all contractual cash flows that
are due to the Company in accordance with the contract and all the cash flows that the Company expects to receive,
discounted at the original effective interest rate, with the respective risks of default occurring as the weights. When
estimating the cash flows, the Company is required to consider:
 All contractual terms of the financial assets (including prepayment and extension) over the expected life of the assets.
 Cash flows from the sale of collateral held or other credit enhancements that are integral to the contractual terms.
Trade receivables: In respect of trade receivables, the Company applies the simplified approach of Ind AS 109, which
requires measurement of loss allowance at an amount equal to lifetime expected credit losses. Lifetime expected credit losses
are the expected credit losses that result from all possible default events over the expected life of a financial instrument.
Other financial assets: In respect of its other financial assets, the Company assesses if the credit risk on those financial
assets has increased significantly since initial recognition. If the credit risk has not increased significantly since initial
recognition, the Company measures the loss allowance at an amount equal to 12-month expected credit losses, else at an
amount equal to the lifetime expected credit losses.
When making this assessment, the Company uses the change in the risk of a default occurring over the expected life of the
financial asset. To make that assessment, the Company compares the risk of a default occurring on the financial asset as at
the balance sheet date with the risk of a default occurring on the financial asset as at the date of initial recognition and
considers reasonable and supportable information, that is available without undue cost or effort, that is indicative of
significant increases in credit risk since initial recognition. The Company assumes that the credit risk on a financial asset
has not increased significantly since initial recognition if the financial asset is determined to have low credit risk at the
balance sheet date.
De-recognition of financial assets: A financial asset is primarily de-recognised when the contractual rights to receive cash
flows from the asset have expired or the Company has transferred its rights to receive cash flows from the asset.
Non-derivative financial liabilities
Subsequent measurement: Subsequent to initial recognition, all non-derivative financial liabilities are measured at
amortised cost using the effective interest method.
De-recognition of financial liabilities: A financial liability is de-recognized when the obligation under the liability is
discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on
substantially different terms or the terms of an existing liability are substantially modified, such an exchange or modification
is treated as the de-recognition of the original liability and the recognition of a new liability. The difference in the respective
carrying amounts is recognised in the statement of profit or loss.
Offsetting of financial instruments: Financial assets and financial liabilities are offset, and the net amount is reported in
the balance sheet if there is a currently enforceable legal right to offset the recognised amounts and there is an intention to
settle on a net basis, to realise the assets and settle the liabilities simultaneously.
v) Event after the Reporting Period

Events after the reporting period that provide additional information about the Company’s position at the end of the reporting
period or those that indicate the going concern assumption is not appropriate are adjusting events and are reflected in the
financial statements. Events after the end of the reporting period that are not adjusting events are disclosed in the notes the
financial statements when material.
A.Z Key Performance Indicators and Non-GAAP Financial Measures
In addition to our financial results determined in accordance with Ind AS, we consider and use those certain non-GAAP financial
measures and key performance indicators that are presented below as supplemental measures to review and assess our operating
performance. Our management does not consider these non-GAAP financial measures and key performance indicators in
isolation or as an alternative to the Restated Financial Information. We present these non-GAAP financial measures and key
performance indicators because we believe they are useful to our Company in assessing and evaluating our operating
performance, and for internal planning and forecasting purposes. We believe these non-GAAP financial measures and key
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performance indicators, when taken collectively with the Restated Financial Information, prepared in accordance with Ind AS,
may be helpful to investors as an additional tool to evaluate our ongoing operating results and trends and to compare our financial
results to prior periods.
Non-GAAP financial information are not recognized under Ind AS and do not have standardized meanings prescribed by Ind
AS. In addition, non-GAAP financial measures and key performance indicators used by us may differ from similarly titled non-
GAAP measures used by other companies. The principal limitation of these non-GAAP financial measures is that they exclude
significant expenses and income that are required by Ind AS to be recorded in our financial statements, as further detailed below.
In addition, they are subject to inherent limitations as they reflect the exercise of judgment by management about which expenses
and income are excluded or included in determining these non-GAAP financial measures. A reconciliation is provided below for
each non-GAAP financial measure to the most directly comparable financial measure prepared in accordance with Ind AS.
Investors are encouraged to review the related Ind AS financial measures and the reconciliation of non-GAAP financial measures
to their most directly comparable Ind AS financial measures included below and to not rely on any single financial measure to
evaluate our business. Other companies may calculate non-GAAP metrics differently from the way we calculate these metrics.
See “Risk Factors – We have in this Draft Red Herring Prospectus included certain Non-GAAP Measures that may vary from
any standard methodology that is applicable across the consumer appliance component industry and may not be comparable
with financial information of similar nomenclature computed and presented by other companies.” on page 60.
Set forth below are certain non-GAAP measures derived from our Restated Financial Information for the three-months period
ended June 30, 2024 and June 30, 2023, and the fiscal years ended March 31, 2024, March 31, 2023 and March 31, 2022.
Set forth below is certain key financial information for the periods indicated.

June 30, 2023 June 30, 2024
Revenue from operations 1,416.77 2,404.93 3,644.15 873.62 1,301.31
EBITDA 106.15 213.48 487.47 132.99 226.64
EBITDA Margin (in %) 7.49% 8.88% 13.38% 15.22% 17.42%
Profit after tax for the Year / Period 33.91 128.33 224.12 76.31 122.89
PAT Margin (in %) 2.38% 5.30% 6.12% 8.69% 9.40%
RoE (in %) 6.29% 20.57% 27.37% 10.27% 12.37%
RoCE (in %) 7.63% 13.70% 22.37% 7.28% 8.92%
Gross Fixed Asset Turnover Ratio 2.64 3.03 3.14 0.84 0.99
Net Debt/Equity 0.82 1.16 1.28 1.19 1.22
Notes:
reporting period. Net Worth is the aggregate value of equity share capital and other equity as appearing in the balance sheet of the
relevant period
Average gross plant, property & equipment for said period including Capital work in in progress as on last date of reporting period
ix. Cash Conversion Cycle-"Calculated as inventory days plus receivable days less payable days. Receivable Days is calculated as 365
/ (Revenue from operations / Average Trade receivables as on the last date of the relevant period). Inventory days is calculated as
365 / (Revenue from operations / Average Inventory as on the last date of the relevant period) Payable days is calculated as 365 /
(Revenue from operations / Average Trade Payables as on the last date of the relevant period)."
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Reconciliation of EBITDA and EBITDA Margin, ROCE and ROE
The following table sets forth EBITDA (our earnings before interest, taxes, depreciation and amortisation expenses and
exceptional items, less other income) and EBITDA Margin, including a reconciliation of each such financial measure to the
Restated Financial Information for the three-month period ended June 30, 2024 and June 30, 2023, and Fiscal 2024, Fiscal 2023
and Fiscal 2022.
(₹ in million)
Three month period ended
Fiscal
Particulars June 30,
2022 2023 2024 2023 2024
Profit after tax (A) (₹ million) 33.91 128.33 224.12 76.31 122.89
Tax Expense (B) (₹ million) 10.02 35.82 90.91 22.83 45.29
Profit before tax (C=A+B) (₹ million) 43.93 164.15 315.03 99.14 168.18
Add: Finance costs (D) (₹ million) 36.42 58.04 113.57 23.83 37.22
Add: Depreciation and amortisation expense (E) (₹ million) 36.26 40.81 78.65 14.63 27.32
Add: Exceptional Items (F) (₹ million) - 31.92 - - -
Less: Other Income (G) 10.46 17.60 19.78 4.61 6.08
Earnings before interest, taxes, depreciation and amortisation
expenses& exceptional items (EBITDA) (H= C+D+E+F-G) (₹ 106.15 213.48 487.47 132.99 226.64
million)
Revenue from operations (I) (₹ million) 1416.77 2404.93 3644.15 873.62 1301.31
EBITDA Margin (EBITDA as a percentage of revenue from
7.49% 8.88% 13.38% 15.22% 17.42%
operations) (J = H/I) (%)
ROCE
RoCE is calculated as the EBIT divided by the average capital employed of the company during the year. Capital employed is
calculated as the sum of Net Worth plus Total Debt (excluding lease liabilities)
Fiscal Three month period ended June 30

2022 2023 2024 2023 2024
(₹ in millions)
EBITDA (A) 106.15 213.48 487.47 132.99 226.64
Less:
Depreciation and amortisation (B) 36.26 40.81 78.65 14.63 27.32
EBIT (C = A–B) 69.89 172.67 408.82 118.36 199.32
Total Borrowings (D) 448.16 825.03 1191.48 942.08 1291.26
Add:
Net Worth (E) 542.76 705.16 932.67 781.47 1,054.99
Total Capital Employed (G= D+E) 990.92 1,530.19 2,124.15 1,723.55 2,346.25
Average Capital Employed 915.42 1,260.56 1,827.17 1,626.87 2,235.20
Return on capital employed (“ROCE”) 7.63% 13.70% 22.37% 7.28% 8.92%
PAT Margin
The following table sets forth our PAT Margin, including a reconciliation of such financial measure to the Restated Financial
Information, for the three-month period ended June 30, 2024 and June 30, 2023, and Fiscal 2024, Fiscal 2023 and Fiscal 2022.
PAT Margin (%) is calculated as profit after tax for the year/period as a percentage of total income.
(₹ in million, except percentages)

For the fiscal year ended March 31, For the three months ended
Particulars
2022 2023 2024 June 30, 2023 June 30, 2024
Profit for the year/period (A) 33.91 128.33 224.12 76.31 122.89
Total Income (B) 1427.23 2422.53 3663.93 878.23 1307.39
PAT Margin (C=A/B) 2.38% 5.30% 6.12% 8.69% 9.40%
Our profit after tax margins (PAT Margin) on a basis were 9.40%, 8.69%, 6.12%, 5.30% and 2.38% in June 30, 2024, June 30,
2023 and Fiscal 2024, Fiscal 2023 and Fiscal 2022, respectively.
Return on Equity
374
The following table sets forth our Return on Equity, including a reconciliation of such financial measure to the Restated Financial
Information, for the three-month period ended June 30, 2024, and June 30, 2023 and Fiscal 2024, Fiscal 2023 and Fiscal 2022.
RoE is calculated as restated profit attributable to owners of the Company divided by average equity for the year/period.

For the fiscal year ended March As at, or for the three months
Particulars 31, ended,
2022 2023 2024 June 30, 2023 June 30, 2024
Restated profit attributable to owners of the Company (A) 33.91 128.33 224.12 76.31 122.89
Total equity at the beginning of the year/period (1) 534.66 542.76 705.16 705.16 932.67
Total equity at the end of the year/period (2) 542.76 705.16 932.67 781.47 1,054.99
Average Equity (B = ((1)+(2))/2) 538.71 623.96 818.92 743.32 993.83
Return on Average Equity (C=A/B) 6.29% 20.57% 27.37% 10.27% 12.37%
* Amounts for the three-month period ended June 30, 2024 and June 30, 2023 are not annualized.
Our Return on Average Equity was 27.37%, 20.57% and 6.29% in Fiscal 2024, Fiscal 2023 and Fiscal 2022, respectively. For
the three-month period ended June 30, 2024 and June 30, 2023, our Return on Average Equity was 12.37% and 10.27%,
respectively.
Gross Fixed Asset Turnover Ratio
The following table sets forth our Gross Fixed Asset Turnover Ratio, including a reconciliation of such financial measure to the
Restated Financial Information, for the three-month period ended June 30, 2024 and June 30, 2023, and Fiscal 2024, Fiscal 2023
and Fiscal 2022. Gross Fixed Asset turnover ratio is calculated as revenue from operations divided by gross average plant,
property & equipment for said period including Capital work in progress as on last date of reporting period

2022 2023 2024 June 30, 2023 June 30, 2024
Total Gross Fixed Assets at the beginning of the
509.62 565.12 1,023.37 1,023.37 1,298.23
year/period (1)
Total Gross Fixed Assets at the end of the year/period (2) 565.12 1,023.37 1,298.23 1,058.23 1,341.96
Average Gross Fixed Assets (A = ((1)+(2))/2) 537.37 794.25 1,160.80 1,040.80 1,320.10
Revenue from operations (B) 1416.77 2404.93 3,644.15 873.62 1301.31
Gross Fixed Assets Turnover Ratio (C=B/A) 2.64 3.03 3.14 0.84 0.99
Net Debt/Equity Ratio and Net Debt/EBITDA Ratio
The following table sets forth our Net Debt/Equity Ratio and Net Debt/EBITDA Ratio, including a reconciliation of such
financial measure to the Restated Financial Information, for three-month period ended June 30, 2024 and June 30, 2023, and
Fiscal 2024, Fiscal 2023 and Fiscal 2022. Net Debt/Equity is calculated by dividing Net Debt by total equity as at the end of the
financial year/period. Net Debt/EBITDA Ratio is calculated as Net Debt divided by EBITDA.
2022 2023 2024 June 30, 2023 June 30, 2024
Non-current borrowings (1) 110.70 330.78 356.66 354.38 392.82
Current borrowings including current maturities of non-current
337.46 494.25 834.82 587.7 898.44
borrowings (2)
Cash and cash equivalents (3) 2.21 3.62 1.27 8.54 0.99
Other bank balances (4) 1.04 1.04 1.04 1.04 1.44
Net Debt (A=(1)+(2)-(3)-(4)) 444.91 820.37 1,189.17 932.5 1,288.83
Equity share capital (i) 8.85 9.32 9.32 9.32 9.32
Other equity (ii) 533.91 695.84 923.35 772.15 1,045.67
Total equity (B=(i)+(ii)) 542.76 705.16 932.67 781.47 1,054.99
Net Debt/Equity Ratio (C=A/B) 0.82 1.16 1.28 1.19 1.22
EBITDA (D) 106.15 213.48 487.47 132.99 226.64
Net Debt/EBITDA Ratio (E=A/D) 4.19 3.84 2.44 7.01 5.69
In June 30, 2024, June 30, 2023, Fiscal 2024, Fiscal 2023 and Fiscal 2022, our Net Debt/Equity Ratio was 1.22, 1.19, 1.28, 1.16
and 0.82 respectively. Our Net Debt/EBITDA Ratio for June 30, 2024, June 30, 2023, Fiscal 2024, Fiscal 2023 and Fiscal 2022
was 5.69, 7.01, 2.44, 3.84 and 4.19 respectively.
375
Net Worth
The following table sets forth our Net Worth, including a reconciliation of such financial measure to the Restated Financial
Information, as at June 30, 2024 and June 30, 2023, March 31, 2024, March 31, 2023 and March 31, 2022. Net Worth is the
aggregate value of equity share capital and other equity as appearing in the balance sheet of the relevant period

As at, or for the three months
For the fiscal year ended March 31,
Particulars ended,
2022 2023 2024 June 30, 2023 June 30, 2024
Total assets (A) 1,290.66 2,023.28 2,974.62 2,184.91 3,290.14
Total liabilities (B) 747.90 1,318.12 2,041.95 1,403.44 2,235.15
Net Worth (C=A-B) 542.76 705.16 932.67 781.47 1,054.99
Receivable Days
The following table sets forth our Receivable Days, including a reconciliation of such financial measure to the Restated
Financial Information, for the three-month period ended June 30, 2024 and June 30, 2023, and Fiscal 2024, Fiscal 2023 and
Fiscal 2022. Receivable Days is calculated as 365 / (Revenue from operations /average Trade receivables as on the last date of
the relevant period and previous year closing).
For the fiscal year ended March 31, As at, or for the three months ended,
Particulars
2022 2023 2024 June 30, 2023 June 30, 2024
Revenue from operations (A) 1416.77 2404.93 3644.15 873.62 1301.31
Average trade receivables (B) 235.91 327.09 526.85 398.17 684.57
Number of days in the year/period (C) 365 365 365 91 91
Receivable Days (D=B/A * C) 61 50 53 41 48
* Amounts for the three-month period ended June 30, 2024 and June 30, 2023 are not annualized
Payable Days
The following table sets forth our Payable Days, including a reconciliation of such financial measure to the Restated Financial
Payable days is calculated as 365 / (Revenue from operations / average Trade Payables as on the last date of the relevant period
and previous year closing). Average trade payables is calculated as the sum of (i) trade payables as at the beginning of the fiscal
year/period and (ii) trade payables as at the end of the fiscal year/period, divided by 2. Revenue from Operations is calculated as
the sum of (1) revenue from sale of products including manufactured good for domestic and export and traded goods, and (2)
other operating revenue including and other operating income including export incentive and scrap sale.

For the fiscal year ended March 31, As at, or for the three months ended, *
Particulars
2022 2023 2024 June 30, 2023 June 30, 2024
Average trade payables (B) 128.49 180.91 288.00 179.41 449.33
Payable Days (D=B/A * C) 34 28 29 19 32
Inventory Days
The following table sets forth our Inventory Days, including a reconciliation of such financial measure to the Restated Financial
Inventory days is calculated as 365 / (Revenue from operations / average Inventory) Average inventory is calculated as the sum
of (i) inventories as at the beginning of the fiscal year/period and (ii) inventories as at the end of the fiscal year/period, divided
by 2. Revenue from Operations is calculated as the sum of (1) revenue from sale of products including manufactured good for
domestic and export and traded goods, and (2) other operating revenue including and other operating income including export
incentive and scrap sale.

Particulars
2022 2023 2024 June 30, 2023 June 30, 2024
Average trade inventories (B) 220.65 361.11 531.35 458.96 718.59
376
Inventory Days (D=B/A * C) 57 55 54 48 51
Cash Conversion Cycle
The following table sets forth our Cash Conversion Cycle for the three-month period ended June 30, 2024 and June 30, 2023,
and Fiscal 2024, Fiscal 2023 and Fiscal 2022. Cash Conversion Cycles are calculated by average inventory days plus average
receivable days less average payable days.
Particulars
2022 2023 2024 June 30, 2023 June 30, 2024
Receivable Days (A) 61 50 53 42 48
Inventory Days (B) 57 55 54 48 51
Payable Days (C) 34 28 29 19 32
Cash Conversion Cycle (D=A+B-C) 84 77 78 71 67
* Amounts for the three-month period ended June 30, 2024, and June 30, 2023 are not annualized
Principal Components of Statement of Profit and Loss
Income
Our total income comprises revenue from operations and other income. We generate majority of our income from revenue from
sale of products including manufactured good for domestic and export and traded goods, other operating revenue including and
other operating income including export incentive and scrap sale.
Other income comprises of interest income, net gain on exchange fluctuation on translation and transactions other than
considered as finance costs, net gain on derecognition of property, plant & equipment, gain on fair value of non-current
investments, finance corporate guarantee obligation income, reversal of provision for expected credit loss, rental income, and
miscellaneous income
Expenses
Cost of materials consumed, Purchases of stock in trade, changes in inventories, employee benefits expenses, finance costs,
depreciation and amortization expense, and other expenses
Cost of raw material and components consumed primarily includes raw materials and packing materials.
Changes in inventories of finished goods and work-in-progress denotes increase/decrease in inventories of finished goods and
work in progress.
Employee Benefits Expense
Employee benefit expenses primarily include salaries, wages and bonus, contribution to provident and other funds, gratuity
expenses, and staff welfare expenses
Depreciation and Amortization Expense
Depreciation and amortization expense primarily include depreciation on property, plant and equipment, amortisation on
investment properties, amortisation of intangible assets, and depreciation on right of use assets
Finance Costs
Finance costs include interest cost relating to banks, micro and small enterprises, lease obligations, taxes, and others, finance
corporate guarantee obligation, and other borrowing costs
Other Expenses
Other expenses primarily comprise of consumption of stores and spare parts, power and fuel expenses, job charges
repair and maintenance of plant and machinery, building, and others, insurance, rent/lease rent, rates and taxes, legal and
professional, advertisement and business promotion, after sales service, provision for expected credit loss, bad debts written off,
freight and handling charges, communication, travelling and conveyance, net loss on discard of property, plant and equipment,
corporate social responsibility, remuneration to auditors, and miscellaneous expenses.
Profit for the Year
377
Profit for the year represents profit after tax.
Results of Operations
The following table sets forth select financial data from our statement of profit and loss for the three month period ended June
30, 2024 and the three month period ended June 30, 2023, the components of which are also expressed as a percentage of total
income for such periods.
Three month period ended June 30,

2024 2023
(₹ Percentage of Total (₹ Percentage of Total
million) Income million) Income
Revenue :
Revenue from Operations (Net) 1,301.31 99.53% 873.62 99.48%
Other Income 6.08 0.47% 4.61 0.52%
Total Income 1,307.39 100.00% 878.23 100.00%
Expenses :
Cost of materials consumed 676.39 51.74% 532.69 60.65%
Purchase of stock-in-trade 80.66 6.17% 11.26 1.28%
(30.05) -2.30% (16.21) -1.85%
progress and stock-in-trade
Employee benefits expense 179.21 13.71% 114.01 12.98%
Finance costs 37.22 2.85% 23.83 2.71%
Depreciation and amortization 27.32 2.09% 14.63 1.67%
Other expenses 168.46 12.89% 98.88 11.26%
Total Expenses 1,139.21 87.14% 779.09 88.71%
Profit/(Loss) before exceptional item and tax 168.18 12.86% 99.14 11.29%
Exceptional Items 0.00 0.00% 0.00 0.00%
Profit/ (loss) before tax 168.18 12.86% 99.14 11.29%
Tax Expense
Current Tax
Current year / period 46.28 3.54% 26.96 3.07%
Related to previous years 0.00 0.00% 0.00 0.00%
Deferred tax expense/(credit) (0.99) -0.08% (4.13) -0.47%
Total Tax Expense 45.29 3.46% 22.83 2.60%
Restated Profit for the year /period 122.89 9.40% 76.31 8.69%
Restated Other Comprehensive Income (net of tax) (1.30) -0.10% (0.06) -0.01%
Restated Total Comprehensive Income for the Year 121.59 9.30% 76.25 8.68%
Three month period ended June 30,2024 compared to Three month period ended June 30,2023
Income
Our total income increased by 48.87% from ₹878.23 million in the three month period ended June 30,2023 to ₹1307.39 million
in the three month period ended June 30,2024, primarily due to an increase in our revenue from operations and other income as
discussed below:
Revenue from operations
Our revenue from operations increased by 48.96% from ₹873.62 million in the three month period ended June 30,2023 to
₹1,301.31 million in the three month period ended June 30,2024, primarily due to an increase in sales of products that includes
the sales of manufactured goods and an increase in other operating revenue which consists of scrap sales.
Other Income
Our other income increased by 31.89% from ₹4.61 million in the three month period ended June 30,2023 to ₹6.08 million in the
three month period ended June 30,2024, primarily as a result of an increase in interest income from ₹0.51 million in the three
month period ended June 30,2023 to ₹3.70 million in the three month period ended June 30,2024, and rental income from ₹0.56
million in the three month period ended June 30,2023 to ₹1.01 million in the three month period ended June 30,2024. This was
offset by a decrease in finance corporate guarantee obligation income from ₹1.19 million in the three month period ended June
30,2023 to ₹0.77 million in the three month period ended June 30,2024, net gain on exchange fluctuation on translation and
transactions other than considered as finance costs from ₹1.44 million in the three month period ended June 30,2023 to ₹0.16
million in the three month period ended June 30,2024, reversal of provision for expected credit loss from ₹0.33 million in the
three month period ended June 30, 2023 to ₹0.19 million in the three month period ended June 30, 2024, and miscellaneous
income from ₹0.58 million in the three month period ended June 30, 2023 to ₹0.25 million in the three month period ended June
30, 2024.
378
Expenses
Our total expenses, which primarily included cost of materials consumed, purchase of stock-in-trade, changes in inventories of
finished good, work-in-progress and stock-in-trade, employee benefits expense, finance costs, depreciation and amortization,
and other expenses, increased by 46.22% from ₹779.09 million in the three month period ended June 30, 2023 to ₹1,139.21
million in the three month period ended June 30,2024.
Changes in inventories of finished goods and work-in-progress
There was a net decrease in change in inventory of ₹30.05 million in the three month period ended June 30,2024, as compared
to net decrease in change in inventory of ₹16.21 million in the three month period ended June 30,2023. This was primarily due
increase in work-in-progress.
Our employee benefits expense, which primarily included salaries, wages and bonus, contribution to provident and other funds,
gratuity expenses, and staff welfare expenses, increased by 57.19% from ₹114.01 million in the three month period ended June
30,2023 to ₹179.21 million in the three month period ended June 30,2024 due to an increase in salaries, wages, and bonus from
₹105.78 million in the three month period ended June 30,2023 to ₹171.34 million in the three month period ended June 30,2024,
increase in contribution to provident and other funds from ₹2.15 million in the three month period ended June 30,2023 to ₹2.81
million in the three month period ended June 30,2024, and an increase in staff welfare expenses from ₹4.76 million in the three
month period ended June 30,2023 to ₹5.79 million in the three month period ended June 30,2024. This was offset by a decrease
in gratuity expenses from ₹1.32 million in the three month period ended June 30,2023 to ₹(0.73) million in the three month
period ended June 30,2024.
Finance Costs
Our finance costs increased by 56.19% from ₹23.83 million in the three month period ended June 30,2023 to ₹37.22 million in
the three month period ended June 30,2024 primarily due an increase in interest expenses related to banks by 39.44% from
₹20.92 million in the three month period ended June 30,2023 to ₹29.17 million in the three month period ended June 30,2024,
an increase in interest expenses related to lease obligations by 426.92% from ₹0.78 million in the three month period ended June
30,2023 to ₹4.11 million in the three month period ended June 30,2024 and an increase in other borrowing costs by 79.53% from
₹1.27 million in the three month period ended June 30,2023 to ₹2.28 million in the three month period ended June 30,2024. This
is primarily due to increase in borrowings from banks.
Our depreciation and amortization expense increased by 86.74% from ₹14.63 million in the three-month period ended June
30,2023 to ₹27.32 million in the three month period ended June 30,2024 primarily due to addition of property, plant and
equipment and right of use assets.
Other Expenses
Our other expenses accounted for 11.26% and 12.89% of our total income in the three-month period ended June 30, 2023 and
three month period ended June 30, 2024, respectively. Our other expenses increased by 70.37% from ₹98.88 million in the three-
month period ended June 30,2023 to ₹168.46 million in the three month period ended June 30,2024, primarily due to the
following.
a) An increase in consumption of stores and spare parts from ₹6.87 million in the three-month period ended June 30, 2023 to
₹19.67 million in the three month period ended June 30, 2024.
b) An increase in power and fuel expenses from ₹56.97 million in the three month period ended June 30, 2023 to ₹81.48 million
in the three month period ended June 30, 2024.
c) An increase in freight and handling charges expenses from ₹13.52 million in the three month period ended June 30, 2023 to
₹25.69 million in the three month period ended June 30, 2024.
d) An increase in travelling and conveyance from ₹2.01 million in the three month period ended June 30, 2023 to ₹7.86 million
in the three month period ended June 30, 2024.
Total Tax Expense
379
Our total income tax expense increased by 98.41% from ₹22.83 million in the three month period ended June 30,2023 to ₹45.29
million in the three month period ended June 30,2024, primarily due to increase in profit before tax.
Profit for the Year
As a result of the foregoing Factors, our profit for the period in the three month period ended June 30,2024 was ₹122.89 million
compared to a profit for the period of ₹76.31 million in the three month period ended June 30,2023 which is an increase by
61.04%. In comparison of total income, Profit for the Year increased from 8.69% of total income in the three month period ended
June 30, 2023 to 9.40% of total income in the three month period ended June 30, 2024.
Results of Operations
The following table sets forth select financial data from our statement of profit and loss for Fiscals 2024, 2023, and 2022, the
components of which are also expressed as a percentage of total income for such periods.
For Fiscal
2024 2023 2022
Percentage
Percentage of Percentage of
(₹ million) (₹ million) of Total (₹ million)
Total Income Total Income
Income
Revenue :
Revenue from Operations (Net) 3,644.15 99.46% 2,404.93 99.27% 1,416.77 99.27%
Other Income 19.78 0.54% 17.60 0.73% 10.46 0.73%
Total Income 3,663.93 100.00% 2422.53 100.00% 1427.23 100.00%
Expenses :
Cost of materials consumed 2,211.88 60.37% 1543.28 63.71% 786.10 55.08%
Purchase of stock-in-trade 91.42 2.50% 28.78 1.19% 8.06 0.56%
Changes in inventories of finished
good, work-in-progress and stock-in- (101.47) -2.77% (49.08) -2.03% 65.29 4.57%
trade
Employee benefits expense 485.16 13.24% 348.66 14.39% 250.36 17.54%
Finance costs 113.57 3.10% 58.04 2.40% 36.42 2.55%
Depreciation and amortization 78.65 2.15% 40.81 1.68% 36.26 2.54%
Other expenses 469.69 12.82% 319.81 13.20% 200.81 14.07%
Total Expenses 3,348.90 91.40% 2290.30 94.54% 1383.30 96.92%
Profit/(Loss) before exceptional
315.03 8.60% 132.23 5.46% 43.93 3.08%
item and tax
Exceptional Items 0.00 0.00% 31.92 1.32% 0.00 0.00%
Profit/ (loss) before tax 315.03 8.60% 164.15 6.78% 43.93 3.08%
Tax Expense
Current Tax
Current year / period 56.03 1.53% 26.73 1.10% 8.61 0.60%
Related to previous years 1.20 0.03% 0.04 0.00% 0.21 0.01%
Deferred tax expense/(credit) 33.68 0.92% 9.05 0.37% 1.20 0.08%
Total Tax Expense 90.91 2.48% 35.82 1.48% 10.02 0.70%
Restated Profit for the year /period 224.12 6.12% 128.33 5.30% 33.91 2.38%
Restated Other Comprehensive
1.19 0.03% 1.56 0.06% 2.50 0.18%
Income (net of tax)
Restated Total Comprehensive
225.31 6.15% 129.89 5.36% 36.41 2.55%
Income for the Year
Fiscal 2024 compared to Fiscal 2023
Income
Our total income increased by 51.24% from ₹2,422.53 million in Fiscal 2023 to ₹3,663.93 million in Fiscal 2024, primarily due
to an increase in our revenue from operations and other income as discussed below:
Our revenue from operations increased by 51.53% from ₹2,404.93 million in Fiscal 2023 to ₹3,644.15 million in Fiscal 2024,
primarily due to an increase in sales of products that includes the sales of manufactured goods by 49.67% from ₹2,357.95 million
in Fiscal 2023 to ₹3,529.13million in Fiscal 2024, and an increase in other operating revenue which consists of scrap sales by
376.88% from ₹3.59 million in Fiscal 2023 to ₹17.12 million in Fiscal 2024.
Other Income
380
Our other income increased by 12.39% from ₹17.60 million Fiscal 2023 to ₹19.78 million Fiscal 2024, primarily as a result of
an increase in interest income from ₹0.93 million Fiscal 2023 to ₹8.03 million Fiscal 2024, net gain on exchange fluctuation on
translation and transactions other than considered as finance costs from ₹2.86 million Fiscal 2023 to ₹3.35 million Fiscal 2024,
Expenses
and other expenses, increased by 46.22% from ₹2,290.30 million in Fiscal 2023 to ₹3,348.90 million in Fiscal 2024.
Changes in inventories of finished goods and work-in-progress
There was a net decrease in change in inventory of ₹101.47 million in Fiscal 2024, as compared to net decrease in change in
inventory of ₹49.08 million in Fiscal 2023. This was primarily due to increase in work in progress and finished goods inventory.
Our employee benefits expense, which primarily included salaries & wages, contribution to provident and other funds, and staff
welfare expenses, increased by 39.15% from ₹348.66 million in Fiscal 2023 to ₹485.16 million in Fiscal 2024 due to an increase
in salaries, wages, and bonus from ₹321.87 million in Fiscal 2023 to ₹447.28 million in Fiscal 2024, increase in contribution to
provident and other funds from ₹8.23 million in Fiscal 2023 to ₹8.85 million in Fiscal 2024, an increase in gratuity expenses
from ₹5.12 million in Fiscal 2023 to ₹5.23 million in Fiscal 2024, and an increase in staff welfare expenses from ₹13.44 million
in Fiscal 2023 to ₹23.80 million in Fiscal 2024.
Finance Costs
Our finance costs increased by 95.68% from ₹58.04 million in Fiscal 2023 to ₹113.57 million in Fiscal 2024 primarily due an
increase in interest expenses related to banks by 115.23% from ₹44.46 million in the Fiscal 2023 to ₹95.69 million in the Fiscal
2024, an increase in interest expenses related to lease obligations by 148.08% from ₹3.12 million in the Fiscal 2023 to ₹7.74
million in the Fiscal 2024, an increase in interest expenses related to taxes by 338.10% from ₹0.42 million in the Fiscal 2023 to
₹1.84 million in the Fiscal 2024, This is due to increase in total borrowings from bank and lease obligation.
Our depreciation and amortization expense increased by 92.72% from ₹40.81 million in Fiscal 2023 to ₹78.65 million in Fiscal
2024 primarily due to increase in property, plants and equipment and right of use assets.
Other Expenses
Our other expenses accounted for 13.20% and 12.82% of our total income in Fiscals 2023 and 2024, respectively. Our other
expenses increased by 46.87% from ₹319.81 million in Fiscal 2023 to ₹469.69 million in Fiscal 2024, primarily due to the
following:
a) An increase in consumption of stores and spare parts from ₹31.39 million in the Fiscal 2023 to ₹45.74 million in the Fiscal
2024.
b) An increase in power and fuel expenses from ₹151.70 million in the Fiscal 2023 to ₹252.11 million in the Fiscal 2024;
c) An increase in advertisement and business promotion from ₹4.47 million in the Fiscal 2023 to ₹22.20 million in the Fiscal
2024;
d) An increase in freight and handling charges expenses from ₹42.69 million in the Fiscal 2023 to ₹57.97 million in the Fiscal
2024
e) An increase in travelling and conveyance from ₹13.94 million in the Fiscal 2023 to ₹24.99 million in the Fiscal 2024
Total Tax Expense
Our total income tax expense increased by 153.80% from ₹35.82 million in Fiscal 2023 to ₹90.91 million in Fiscal 2024,
primarily due to an increase in revenue.
Profit for the Year
As a result of the foregoing Factors, our profit for the year in Fiscal 2024 was ₹224.12 million compared to a profit for the year
of ₹128.33 million in Fiscal 2023 which is an increase by 74.64%. In comparison of total income, Profit for the Year increased
from 5.30% of total income in Fiscal 2023 to 6.12% of total income in fiscal 2024.
Fiscal 2023 compared to Fiscal 2022
381
Income
Our total income increased by 69.74% from ₹1,427.23 million in Fiscal 2022 to ₹2,422.53 million in Fiscal 2023, primarily due
to an increase in our revenue from operations and other income as discussed below:
Our revenue from operations increased by 69.75% from ₹1,416.77 million in Fiscal 2022 to ₹2,404.93 million in Fiscal 2023,
primarily due to an increase in the sales of manufactured goods and an increase in other operating revenue which consists scrap
sales
Other Income
Our other income increased by 68.26% from ₹10.46 million in Fiscal 2022 to ₹17.60 million in Fiscal 2023, primarily as a result
of an increase in reversal of provision for expected credit loss from ₹NIL in Fiscal 2022 to ₹4.12 million in Fiscal 2023, and
miscellaneous income from ₹NIL Fiscal 2022 to ₹1.58 million Fiscal 2023.
Expenses
and other expenses, increased by 65.57% from ₹1383.30 million in Fiscal 2022 to ₹2290.30 million in Fiscal 2023.
Changes in inventories
There was a net decrease in change in inventory of ₹49.08 million in Fiscal 2023, as compared to net increase in inventory of
₹65.29 million in Fiscal 2022. This was primarily due capital work in progress and finished goods.
Our employee benefits expense, which primarily included salaries and wages, contribution to provident and other funds, and
staff welfare expenses increased by 39.26% from ₹250.36 million in Fiscal 2022 to ₹348.66 million in Fiscal 2023 due to an
increase in salaries & wages from ₹227.72 million in Fiscal 2022 to ₹321.87 million in Fiscal 2023, increase in contribution to
provident and other funds from ₹8.12 million in Fiscal 2022 to ₹8.23 million in Fiscal 2023, a decrease in gratuity expenses from
₹5.22 million in Fiscal 2022 to ₹5.12 million in Fiscal 2023, and an increase in staff welfare expenses from ₹9.30 million in
Fiscal 2022 to ₹13.44 million in Fiscal 2023.
Finance Costs
Our finance costs increased by 59.36% from ₹36.42 million in Fiscal 2022 to ₹58.04 million in Fiscal 2023 primarily due an
increase in interest expenses related to banks by 69.44% from ₹26.24 million in the Fiscal 2022 to ₹44.46 million in the Fiscal
2023, an increase in interest expenses related to lease obligations by 73.33% from ₹1.80 million in the Fiscal 2022 to ₹3.12
million in the Fiscal 2023, and an increase in other borrowing costs by 618.42% from ₹0.38 million in the Fiscal 2022 to ₹2.73
million in the Fiscal 2023. This is primarily due to increase in borrowings from banks.
Our depreciation and amortization expense increased by 12.55% from ₹36.26 million in Fiscal 2022 to ₹40.81 million in Fiscal
2023 primarily due to increase in property plant and equipment.
Other Expenses
Our other expenses accounted for 14.07% and 13.20% of our total income in Fiscals 2022 and 2023, respectively. Our other
expenses increased by 59.26% from ₹200.81 million in Fiscal 2022 to ₹319.81 million in Fiscal 2023, primarily due to the
following:
a) An increase in consumption of stores and spare parts from ₹20.18 million in the Fiscal 2022 to ₹31.39 million in the Fiscal
2023.
b) An increase in power and fuel expenses from ₹90.98 million in the Fiscal 2022 to ₹151.70 million in the Fiscal 2023;
382
c) An increase in freight and handling charges expenses from ₹23.32 million in the Fiscal 2022 to ₹42.69 million in the Fiscal
2023;
d) An increase in travelling and conveyance from ₹6.30 million in the Fiscal 2022 to ₹13.94 million in the Fiscal 2023
Total Tax Expense
Our total tax expense increased by 257.49% from ₹ 10.02 million in Fiscal 2022 to ₹ 35.82 million in Fiscal 2023, primarily due
to increase in profit before tax.
Profit for the Year
As a result of the foregoing Factors, our profit for the year in Fiscal 2023 was ₹ 128.33 million compared to a profit for the year
of ₹ 33.91 million in Fiscal 2022 which is an increase by 278.44%. In comparison of total income, Profit for the Year increased
from 2.38% of total income in Fiscal 2022 to 5.30% of total income in Fiscal 2023.
Liquidity and Capital Resources
We have historically financed the expansion of our business and operations primarily through term loans from banks.
Cash Flows
The table below summarizes the statement of cash flows, as per our restated cash flow statements, for the periods indicated:
(₹ in million)
For Fiscal Three month Three month
Particulars period ended June period ended June
2022 2023 2024
30, 2023 30, 2024
Net cash generated from operating activities (36.90) (14.71) 200.83 9.93 83.66
Net cash (used in)/generated from investing activities (76.85) (340.73) (451.68) (99.16) (143.87)
Net cash (used in)/generated from financing activities 112.92 356.85 248.50 94.15 59.93
Cash and cash equivalents at the end of the year 2.21 3.62 1.27 8.54 0.99
Operating Activities
Net cash flow generated from operating activities in the three month period ended June 30, 2024 was ₹ 83.66 million, while our
operating profit before working capital changes was ₹ 228.11 million. The difference was primarily attributable to an increase
in inventories by ₹167.91 million, an increase in trade and other receivables by ₹114.47 million, an increase in provisions by
₹7.21 million, an increase in trade and other payables by ₹164.66 million, and taxes paid amounting to ₹33.94 million.
Net cash flow generated from operating activities in the three month period ended June 30, 2023 was ₹9.93 million, while our
operating profit before working capital changes was ₹135.57 million. The difference was primarily attributable to an increase in
inventories by ₹61.79 million, an increase in trade and other receivables by ₹7.97 million, an increase in provisions by ₹3.14
million, a decrease in trade and other payables by ₹57.99 million, and taxes paid amounting to ₹1.03 million.
Net cash flow generated from operating activities in Fiscal 2024 was ₹ 200.83 million, while our operating profit before working
capital changes was ₹ 496.16 million. The difference was primarily attributable to an increase in inventories by ₹206.57 million,
an increase in trade and other receivables by ₹225.80 million, an increase in provisions by ₹3.95 million, an increase in trade
and other payables by ₹185.91 million, and taxes paid amounting to ₹52.82 million.
Net cash used in operating activities in Fiscal 2023 was ₹14.71 million, while our operating profit before working capital changes
was ₹226.51 million. The difference was primarily attributable to an increase in inventories by ₹133.90 million, an increase in
trade and other receivables by ₹160.24 million, an increase in provisions by ₹10.66 million, an increase in trade and other
payables by ₹59.87 million, and taxes paid amounting to ₹17.61 million.
Net cash used in operating activities in Fiscal 2022 was ₹36.90 million, while our operating profit before working capital changes
was ₹111.05 million. The difference was primarily attributable to an increase in inventories by ₹144.95 million, an increase in
trade and other receivables by ₹58.36 million, an increase in provisions by ₹0.19 million, an increase in trade and other payables
by ₹58.08 million, and taxes paid amounting to ₹2.91 million.
Investing Activities
Net cash used in investing activities for the three month period ended June 30, 2024 was ₹143.87 million, primarily due to
proceeds from purchase of property plant & equipment including capital work in progress amounting to ₹(109.22) million,
proceeds from sale of property, plant and equipment amounting to ₹4.31 million, loans given to related parties amounting to
383
₹(39.74) million, loan refunded back by related party amounting to ₹0.01 million, net increase in fixed deposits amounting to
₹(0.40) million, and interest received amounting to ₹1.17 million.
Net cash used in investing activities for the three month period ended June 30, 2023 was ₹99.16 million, primarily due to purchase
of property plant & equipment including capital work in progress amounting to ₹(61.42) million, proceeds from sale of property,
plant and equipment amounting to ₹2.25 million, loans given to related parties amounting to ₹(40.02) million, loan refunded
back by related party amounting to ₹0.02 million, and interest received amounting to ₹0.01 million.
Net cash used in investing activities in Fiscal 2024 was ₹451.68 million, primarily due to purchase of property plant & equipment
including capital work in progress amounting to ₹(342.98) million, proceeds from sale of property, plant and equipment
amounting to ₹2.11 million, loans given to related parties amounting to ₹(183.71) million, loan refunded back by related party
amounting to ₹70.72 million, and interest received amounting to ₹2.18 million.
Net cash used in investing activities in Fiscal 2023 was ₹340.73 million, primarily due to purchase of property plant & equipment
including capital work in progress amounting to ₹(386.66) million, proceeds from sale of property, plant and equipment
amounting to ₹60.22 million, loans given to related parties amounting to ₹(17.42) million, loan refunded back by related party
amounting to ₹1.98 million, proceeds from sale of investments amounting to ₹0.42 million, and interest received amounting to
₹0.73 million.
Net cash flow used in investing activities in Fiscal 2022 was ₹76.85 million, primarily due to purchase of property, plant, &
equipment including capital work in progress amounting to ₹(69.40) million, proceeds from sale of property plant and equipment
amounting to ₹0.32 million, purchase of investments amounting to ₹(0.42) million, loans given to related parties amounting to
₹(31.83) million, loan refunded by related party amounting to ₹24.00 million, net decrease in fixed deposits amounting to ₹0.12
million, and interest received amounting to ₹0.36 million.
Financing Activities
Net cash generated from financing activities the three month period ended June 30, 2024 was ₹59.93 million primarily due to
finance costs paid amounting to ₹(31.03) million, payment of lease liability amounting to ₹(8.81) million, proceeds from non-
current borrowings amounting to ₹70.41 million, repayment of non-current borrowings amounting to ₹(36.00) million, loans
refunded back to related party amounting to ₹(8.40) million, net proceeds from current borrowings amounting to ₹73.76 million.
Net cash generated from financing activities the three month period ended June 30, 2023 was ₹94.15 million primarily due to
finance costs paid amounting to ₹(21.90) million, payment of lease liability amounting to ₹(1.00) million, proceeds from non-
current borrowings amounting to ₹54.83 million, repayment of non-current borrowings amounting to ₹(24.99) million, loans
received from related parties amounting to ₹19.00 million, loans refunded back to related party amounting to ₹(19.11) million,
net proceeds from current borrowings amounting to ₹87.32 million.
Net cash generated from financing activities in Fiscal 2024 was ₹248.50 million primarily due to finance costs paid amounting
to ₹(100.94) million, payment of lease liability amounting to ₹(17.01) million, proceeds from non-current borrowings amounting
to ₹164.75 million, repayment of non-current borrowings amounting to ₹(117.01) million, loans received from related party
amounting to ₹47.93 million, loans refunded back to related party amounting to ₹(38.05) million, and net proceeds from current
borrowings amounting to ₹308.83 million.
to ₹(46.16) million, payment of lease liability amounting to ₹(3.86) million, equity shares issued amounting to ₹30.01 million,
proceeds from non-current borrowings amounting to ₹553.77 million, repayment of non-current borrowings amounting to
₹(272.79) million, loans received from related party amounting to ₹9.97 million, loans refunded back to related party amounting
to ₹(46.94) million, and net proceeds from current borrowings amounting to ₹132.85 million.
to ₹(27.74) million, payment of lease liability amounting to ₹(2.25) million, proceeds from non-current borrowings amounting
to ₹39.91 million, repayment of non-current borrowings amounting to ₹(42.06) million, loans received from related party
amounting to ₹57.66 million, loans refunded back to related party mounting to ₹(30.58) million, and net proceeds from current
borrowings amounting to ₹117.98 million.
Indebtedness
As of June 30, 2024, we had total outstanding financial indebtedness of ₹ 1,291.26 million.
The following table sets forth certain information relating to our outstanding indebtedness as at June 30, 2024, and our repayment
obligations in the periods indicated:

Non-Current
384
Secured Borrowings, comprising of:
- Term loans from banks 491.94
- Loans from banks for vehicles 4.97
Unsecured Borrowings, comprising of:
- Loans from others
- Total non-current unsecured borrowings
Less: Current maturities of non-current borrowings 104.09
Total non-current borrowings 392.82
Current
Secured Borrowings, comprising of:
- Working capital loans from banks (cash credit facility) 767.31
- Current maturities of non-current borrowings 104.09
- Total current secured borrowings 871.40
- Unsecured Borrowings, comprising of:
- Loans from director 27.04
Total current borrowings 898.44
Total Borrowings 1,291.26
For further information on our agreements governing our outstanding indebtedness, see “Financial Indebtedness” on page 393.
Contractual Obligations
The table below sets forth our contractual obligations as of June 30, 2024. These obligations primarily relate to our contractual
maturities of financial liabilities such as borrowings, trade payables, lease liabilities and other financial liabilities.
Particulars Less than 1 year 2 to 5 years 6 to 10 years Above 10 years Total

Borrowings 898.44 360.75 32.07 - 1,291.26
Lease Liabilities 36.13 130.06 15.21 68.25 249.65
Trade Payables 530.04 - - - 530.04
Other financial 51.82 14.09 - - 65.91
liabilities
Total 1,516.43 504.90 47.28 68.25 2,136.86
Contingent Liabilities

Related Party Transactions
We enter into various transactions with related parties in the ordinary course of business. These transactions principally include
sale of manufacturing goods, purchase of goods and services, director renumeration, among others. Related parties with whom
transactions have taken place during the period / year include our subsidiaries, associates, key managerial personnel, senior
managerial personnel, among others.
For three-months period ended June 30, 2024 and June 30, 2023 and Fiscal 2024, Fiscal 2023, and Fiscal 2022, the aggregate
amount of such related party sales transactions was ₹15.91 million, ₹10.65 million, ₹59.18 million, ₹33.46 million, and ₹27.98
million, respectively. The percentage of the aggregate value such related party transactions to our revenue from operations for
three-months period ended June 30, 2024 and June 30, 2023, Fiscal 2024, Fiscal 2023 and Fiscal 2022 was 1.22%, 1.22%,
(1.62)%, 1.19%, and 1.97% respectively. For further information, see “Restated Financial Information – Note 40.8”.
Quantitative and Qualitative Disclosures about Market Risk
The Board of Directors of the Company have the overall responsibility for the establishment and oversight of the their risk
management framework. The board of directors has established the processes to ensure that executive management controls risks
through the mechanism of property defined framework. The Company's risk management policies are established to identify and
analyse the risks faced by the Company, to set appropriate risk limits and controls and to monitor risks and adherence to limits.
Risk management policies and systems are reviewed by the board annually to reflect changes in market conditions and the
Company's activities. The Company, through its training and management standards and procedures, aims to maintain a
disciplined and constructive control environment in which all employees understand their roles and obligations.
The Company's board oversees compliance with the Company's risk management policies and procedures, and reviews the
adequacy of the risk management framework in relation to the risks faced by the Company. The Board is assisted in its oversight
385
role by Internal Audit. Internal Audit undertakes both regular and ad-hoc reviews of risk management controls and procedures,
the results of which are reported to the Board of Directors.
The Company has exposure to the following risks arising from financial instruments:
- Credit risk;
- Liquidity risk; and
- Market risk
a. Credit Risk
Credit risk arises when a customer or counterparty does 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 / investing activities, including deposits with banks, mutual fund investments and foreign exchange
transactions. The Company has no significant concentration of credit risk with any counterparty.
Trade receivables
The Company's exposure to credit risk is influenced mainly by the individual characteristics of each customer. However,
management also considers the factors that may influence the credit risk of its customer base, including the default risk of the
industry.
The Management has established a credit policy under which each new customer is analysed individually for creditworthiness
before the Company's standard payment and delivery terms and conditions are offered. The Company's review includes market
check, industry feedback, past financials and external ratings, if they are available.
The Company establishes an allowance for impairment that represents its expected credit losses in respect of trade and other
receivables. The management uses a simplified approach for the purpose of computation of expected credit loss for trade
receivables. In monitoring customer credit risk, customers are reviewed according to their credit characteristics, including
whether they are an individual or a legal entity, their geographic location, industry and existence of previous financial difficulties.
The ageing analysis of the receivables has been considered from the date the invoice falls due.
Summary of ageing of trade receivable
Trade receivable ageing

Particulars
Up to 12 months 1 to 2 Year Above 2 years Total
As at June 30, 2024 714.21 0.01 0.01 714.23
As at June 30, 2023 397.83 0.01 0.02 397.86
As at March 31, 2024 655.48 - - 655.48
As at March 31, 2023 398.84 0.02 0.18 399.04
As at March 31, 2022 255.72 0.28 5.58 261.58
Provision for loss allowance is accounted for basis the following :
Provision for expected credit loss Provision for expected credit loss (in %)
Particulars Up to 12 1 to 2 Above 2 Up to 12 Above 2
Total 1 to 2 Year Total
months Year years months years
As at June 30, 2024 0.19 - - 0.19 0.03% 0.00% 0.00% 0.03%
As at June 30, 2023 0.09 - 0.03 0.12 0.02% 0.00% 150.00% 0.03%
As at March 31, 2024 0.38 - - 0.38 0.06% 0.00% 0.00% 0.06%
As at March 31, 2023 0.25 0.02 0.18 0.45 0.06% 100.00% 100.00% 0.11%
As at March 31, 2022 0.14 0.28 5.58 6.00 0.05% 100.00% 100.00% 2.29%
During the year, the Company has made write-offs of trade receivables of ₹ Nil (June 30, 2023 : ₹ Nil, March 31, 2024 : ₹ Nil,
March 31, 2023 : ₹ Nil, March 31, 2022 ₹1.40 million) and it does not expect to receive future cash flows or recoveries from
collection of cash flows previously written off. The Company management also pursue all legal option for recovery of dues
wherever necessary based on its internal assessment.
Cash and bank balances

Credit Risk on cash and cash equivalent, deposits with the banks is generally low as the said deposits have been made with the
banks who have been assigned high credit rating by international and domestic rating agencies.
Others
Other than trade receivables and others reported above, the Company has no other material financial assets which carries any
significant credit risk.
386
b. Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial
liabilities that are settled by delivering cash or another financial asset. The Company's approach to managing liquidity is to
ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are fallen due, under both normal
and stressed conditions, without incurring unacceptable losses or risking damage to the Company's reputation.
Prudent liquidity risk management implies maintaining sufficient cash and marketable securities and the availability of funding
through an adequate amount of committed credit facilities to meet obligations when due and to close out market positions. Due
to the dynamic nature of the underlying businesses, Company treasury maintains flexibility in funding by maintaining availability
under committed credit lines.
Management monitors rolling forecasts of the Company's liquidity position (comprising the undrawn borrowing facilities) and
cash and cash equivalents on the basis of expected future cash flows. This is generally carried out in accordance with practice
and limits set by the group. These limits vary by location to take into account requirement, future cash flow and the liquidity in
which the entity operates. In addition, the Company's liquidity management strategy involves projecting cash flows in major
currencies and considering the level of liquid assets necessary to meet these, monitoring balance sheet liquidity ratios against
internal and external regulatory requirements and maintaining debt financing plans.
Financing Arrangements
The Company had access to the following undrawn borrowing facilities at the end of the reporting period.
As at As at As at
As at June As at June
Particulars March 31, March 31, March 31,
30, 2024 30, 2023
2024 2023 2022
Floating rate
Expiring within one year (bank overdraft and other facilities) 166.00 69.10 150.30 183.60 3.40
Expiring beyond one year (bank loans)
The bank overdraft facilities may be drawn at any time and may be terminated by the bank without notice. Subject to the
continuance of satisfactory credit ratings, the bank loan facilities may be drawn at any time in Indian rupee and have an average
maturity within a year.
Maturity profile of Financial liabilities
The table below provides details regarding the remaining contractual maturities of financial liabilities at the reporting date based
on contractual undiscounted payments.
Carrying Above 10
Financial Liabilities Total within 1 year 2-5 year 6-10 year
amount years
As at June 30, 2024
Borrowings 1,291.26 1,291.26 898.44 360.75 32.07 -
Trade Payables 530.04 530.04 530.04 - - -
Total 2,039.79 2,136.86 1,516.43 504.90 47.28 68.25
As at June 30, 2023
Borrowings 942.08 942.08 587.70 294.84 59.54 -
Trade Payables 151.43 151.43 151.43 - - -
Total 1,258.91 1,326.61 873.88 306.93 74.25 71.55
Borrowings 1,191.48 1,191.48 834.82 331.16 25.50 -
Trade Payables 368.61 368.61 368.61 - - -
Total 1,868.32 1,969.50 1,376.33 483.51 40.58 69.08
Borrowings 825.03 825.03 494.25 268.12 62.66 -
Trade Payables 207.38 207.38 207.38 - - -
Total 1,193.32 1,261.80 831.66 280.53 77.30 72.31
387
Borrowings 448.16 448.16 337.46 99.92 10.78 -
Trade Payables 154.43 154.43 154.43 - - -
Total 656.76 728.03 515.8470 111.73 25.10 75.36
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: currency risk, interest rate risk and other price risk, such as commodity price
risk and equity price risk. Financial instruments affected by market risk include trade payables, trade receivables, borrowings,
etc.
Foreign currency risk
"The Company is exposed to foreign exchange risk arising from foreign currency transactions, primarily with respect to the
USD . Foreign exchange risk arises from future commercial transactions and recognised assets and liabilities denominated in a
currency that is not the Company's functional currency (INR). The risk is measured through a forecast of highly probable
foreign currency cash flows. The objective of the hedges is to minimise the volatility of the rupee cash flows of highly
probable forecast transactions by hedging the foreign exchange inflows on regular basis. The Company also take help from
external consultants for views on the currency rates in volatile foreign exchange markets.
The Company does not enter into trade financial instruments including derivative financial instruments for hedging its foreign
currency risk.
In respect of assets and liabilities denominated in foreign currencies, the Company's policy is to ensure that its net exposure is
kept to an acceptable level by buying or selling foreign currencies at spot rates when necessary to address short-term imbalances.
The summary of quantitative data about the Company's exposure (Unhedged) to currency risk as reported to the management of
the Company is as follows :
Particulars of unhedged foreign As at June 30, 2024 As at June 30, 2023

currency exposure as at the Cross Foreign
Foreign Currency (in (₹ in
reporting date Currency Currency (in (₹ in millions)
millions) millions)
millions)
Trade Payable USD 0.47 39.05 0.02 1.53
Trade Receivable USD 0.02 1.56 0.01 0.63
Particulars of
unhedged foreign
currency exposure as As at March 31, 2024 As at March 31, 2023 As at March 31, 2022
at the reporting date Cross
Currency
Foreign Foreign Foreign
(₹ in (₹ in (₹ in
Currency Currency (in Currency (in
millions) millions) millions)
(in million) millions) millions)
Trade Payable USD 0.68 56.69 - - 0.00 0.22
Trade Receivable USD 0.02 1.68 0.02 1.37 0.01 0.48
The following significant exchange rates have been applied
2024 2023 2024 2023 2022
INR / USD 83.45 82.04 83.37 82.22 75.91
INR / EUR 84.22
Sensitivity Analysis
Every percentage point changes in the exchange rate for the closing balances between the Indian Rupee and respective currencies
would affect the Company's incremental profit before tax and equity, net of tax as per below:
Profit or (loss) (Payable Profit or (loss) ( Trade

Equity, net of tax
Particulars % Year including borrowings) Receivable)
USD 10% As at June 30, 2024 (3.90) 3.90 0.16 (0.16) (2.81) 2.81
388
Profit or (loss) (Payable Profit or (loss) ( Trade
Equity, net of tax
Particulars % Year including borrowings) Receivable)
USD 10% As at June 30, 2023 (0.15) 0.15 0.06 (0.06) (0.07) 0.07
USD 10% As at March 31, 2024 (5.67) 5.67 0.17 (0.17) (4.12) 4.12
USD 10% As at March 31, 2023 - - 0.14 (0.14) 0.10 (0.10)
USD 10% As at March 31, 2022 (0.02) 0.02 0.05 (0.05) 0.02 (0.02)
Interest rate risk
The Company's exposure to the risk of changes in market interest rates relates primarily to debts. To protect itself from the
volatility prevailing, the Company maintain its long term borrowing on fixed interest rate through derivative instruments for
borrowings in foreign currency, in which it agrees to exchange at specific intervals, the difference between fixed and variable
interest amounts calculated by reference to an agreed upon principal amount.
Interest rate sensitivity
The following table demonstrates the sensitivity to a reasonably possible change in interest rates on that portion of loans and
borrowings. With all other variables held constant, the Company's profit before tax is affected through the impact on floating
rate borrowings, as follows.
Particulars Increase/ decrease in basis points Effect on profit before tax Effect on Equity, net of tax
Commodity price risk
Commodity price risk for the Company is mainly related to fluctuations in plastic products prices linked to various external
factors, which can affect the production cost of the Company. Since the raw material costs is one of the primary costs drivers,
any adverse fluctuation in prices can lead to drop in operating margin. To manage this risk, the Company identifying new sources
of supply etc. The Company is procuring materials at spot prices. Additionally, processes and policies related to such risks are
reviewed and controlled by senior management and fuel requirement are monitored by the procurement team.
Capital Expenditures
The following table sets forth our payment towards purchase of property, plant and equipment, investment property and capital
creditors (net) for the periods indicated:
Three Three
months months
ended June ended June
30, 2023 30, 2024
Plant and Equipment 31.69 194.01 229.38 26.30 39.22
Land - - - - -
Increase (decrease) in Capital Works-in-Progress
1.27 81.77 -83.04 7.53 6.14
(closing minus opening) during the year
Increase (decrease) in Capital advance (closing
12.79 3.84 -0.72 -9.76 41.75
minus opening) during the year
Furniture and Fixtures 2.24 5.12 9.64 0.86 0.07
Office Equipment 2.43 5.29 15.48 1.99 1.79
Vehicles 2.39 0.00 6.28 - -
Buildings 15.54 161.24 79.64 - -
Electrical Installations and fittings - 33.64 20.57 1.27 -
Right to use assets (land) - - - - -
Right to use assets (building) 33.04 2.40 136.54 - -
Right to use assets (vehicle)
Total Capital Expenditure 101.39 487.31 413.77 28.19 88.97
For further information, see “Restated Financial Information” on page 271.
Off-Balance Sheet Arrangements
389
We do not have any off-balance sheet arrangements, derivative instruments or other relationships with other entities that would
have been established for the purpose of facilitating off-balance sheet arrangements.
Changes in accounting policies
There have been no changes to the accounting policies of the Company during the period / financial years ended March 31, 2022,
March 31, 2023 and March 31, 2024 except to the extent of differences in accounting policies adopted due to the effect of
transition from IGAAP to Ind AS or where a newly issued accounting standard, if initially adopted or a revision to an existing
Ind AS requires a change in the accounting policy hitherto in use. Reconciliations and explanations of the effect of the transition
from IGAAP to Ind AS on the company’s balance sheet, statement of profit & loss and statement of cash flow are provided in
Note No. 49, 50 and 51 of Annexure - V of Restated Financial Information. Management evaluates all recently issued or revised
Ind AS on an ongoing basis.
Auditor observations
There are no qualifications, reservations and adverse remarks by our Statutory Auditors in our Restated Financial Information.
Significant Economic Changes
Other than as described above, to the best of the knowledge of our management, there are no other significant economic changes
that materially affect or are likely to affect income from continuing operations. For further details, please see “Our Business”
and “Risk Factors” on pages 205 and 29, respectively.
Future relationship between cost and income
Other than as described in “Risk Factors”, “Our Business” and “Management’s Discussion and Analysis of Financial Condition
and Results of Operations” on pages 29, 205 and 358, respectively, there are no known Factors that might affect the future
relationship between costs and revenues.
Unusual or Infrequent Events of Transactions
Except as described in this Draft Red Herring Prospectus, 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 will continue to be affected by the trends identified above in the heading titled
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” on page 358 and the uncertainties
described in the section titled “Risk Factors” beginning on page 29. To our knowledge, except as described or anticipated in this
Draft Red Herring Prospectus, there are no known Factors which we expect will have a material adverse impact on our revenues
or income from continuing operations.
Segment Reporting
According to Ind AS 108, identification of operating segments is based on Chief Operating Decision Maker (CODM) approach
for making decisions about allocating resources to the segment and assessing its performance. The Board of Directors which are
identified as a CODM, consist of managing directors, executive directors and independent directors. The Board of directors of
the Company assesses the financial performance and position of the Company and makes strategic decisions. The business
activity of the company falls within one broad business segment viz. “Home Appliances Components” and substantially sale of
the product is within the country. There are no separate reportable segments under Ind AS 108 "Operating Segments" notified
under the Companies (Indian Accounting Standard) Rules, 2015. Hence, the disclosure requirement of Ind AS 108 of ‘Segment
Reporting’ is not considered applicable.
A. Information about products and services

ended ended ended
ended ended
June 30, 2024 June 30, 2023
2024 2023 2022
OEM Customers 1,206.67 819.71 3,384.74 2,236.62 1,276.49
Other customers 84.48 49.00 236.18 155.13 123.33
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B. Information about geographical areas
The geographical information analyses the Company's revenues by the Company’s country of domicile (i.e. India) and other
countries. In presenting the geographical information, segment revenue has been based on the geographic location of customers.
The following is the distribution of the Company's revenues and receivables by geographical market, regardless of where the
goods were produced:
For the
For the year For the year For the year For the year
year ended
Revenue from customers ended June ended June ended March ended March
March 31,
30, 2024 30, 2023 31, 2024 31, 2023
2022
India 1,291.15 868.71 3,620.92 2,391.75 1,399.82
Outside India 1.54 1.62 6.11 9.59 15.45
Trade receivables For the year

For the year For the year For the year For the year
ended
ended June ended June ended March ended March
March 31,
30, 2024 30, 2023 31, 2024 31, 2023
2022
India 712.90 397.23 654.05 397.68 261.18
Outside India 1.33 0.63 1.43 1.36 0.40
Total trade receivables ^ 714.23 397.86 655.48 399.04 261.58
^ Excludes provision for expected credit loss
Non-current assets
The Company has common non-current assets for business in domestic and overseas markets. Hence, separate figures for non-
current assets/ additions to property, plant and equipment have not been disclosed.
C. Information about major customers (from external customers)
For the period ended June 30, 2024, 3 customer of the Company constituted more than 10% of the total revenue, (June 30, 2023
: 2 customer, March 31, 2024, 2 customer, March 31, 2023: 2 customer and March 31, 2022: 3 customer of the Company
constituted more than 10% of the total revenue).
Seasonality
Our business is not seasonal in nature.
Significant dependence on a single or few suppliers or customers
Revenues from any particular customer may vary between financial reporting periods depending on the nature and term of
ongoing contracts with such customer.
For details, please refer to “Risk Factors - A significant portion (more than 92.73%, 93.83%, 92.88%, 93.00% and 90.10%) of
our revenue from operations in each of the three months period ended June 30, 2024 and June 30, 2023, and in Fiscal 2024,
2023 and 2022 respectively is attributable to our OEM customers operating in the consumer durable sector.” on page 17.
Competitive Conditions
We expect to continue to compete with existing and potential competitors. For details, please refer to the discussions of our
competition in the sections “Risk Factors”, “Industry Overview” and “Our Business” on pages 29, 140 and 205, respectively.
Significant Developments after June 30, 2024 that may affect our future results of operations.
Except as set out above and elsewhere in this Draft Red Herring Prospectus, no developments have come to our attention since
the date of the Restated Financial Information as disclosed in this Draft Red Herring Prospectus which materially and adversely
affect or are likely to materially and adversely affect our operations or profitability, or the value of our assets
391
CAPITALISATION STATEMENT
The following table sets forth our Company’s capitalization as at June 30, 2024, as derived from our Restated Financial
Information. This table should be read in conjunction with the sections titled “Risk Factors”, “Management’s Discussion and
Analysis of Financial Condition and Results of Operations”, and “Financial Information – Restated Financial Information” on
pages 29, 358 and 271, respectively.
(₹ in million)
Pre-Offer as at June 30,
Particulars Post Offer**
2024
Borrowings
Current borrowings (including current maturity of non
898.44 [●]
current borrowings)*
Non-current borrowings (excluding current maturity)* 392.82 [●]
Total Borrowings (A) 1,291.26 [●]
Equity share capital* 9.32 [●]

Other equity* 1,045.67 [●]
Total equity (B) 1,054.99 [●]
Ratio: Non-current borrowings/ Total equity 0.37 [●]

Ratio: Total borrowings / Total equity 1.22 [●]
* These terms shall carry the meaning as per Schedule III of the Companies Act, 2013 (as amended).
**The corresponding capitalisation data post the Offer for each of the amounts given in the above table is not determinable at
this stage pending the completion of the Book Building process and hence the same have not been furnished.
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FINANCIAL INDEBTEDNESS
Our Company avails loans in the ordinary course of business for purposes such as, inter alia, term loans and other fund-based
working capital loans. Our Company has obtained the necessary consents required under the relevant loan documentation for
undertaking activities in relation to the Offer, such as, inter alia, effecting a change in our shareholding pattern, change in the
management of our Board of Directors and change in our capital structure in connection with or post the Offer. For details
regarding the resolution passed by our Shareholders on December 10, 2024 authorizing the borrowing powers of our Board, see
“Our Management – Borrowing Powers of our Board” on page 247.
As on November 30, 2024, the aggregated outstanding borrowings of our Company amounted to ₹ 305.79 million.
Set forth below is a brief summary:
(₹ in million)
Category Sanctioned Amount Amount as of November 30, 2024
Borrowings -
(a) Secured Loan
Fund based facilities
Cash credit facilities (including WCDL) 926.00 812.54
Term loan 683.69 477.85
Total secured borrowings 1,609.69 1,290.39
(b) Unsecured loan

Fund based facilities
Loan from related party - 15.40
Total borrowings (a+b) 1,608.90 1,305.79

Other facilities (disclosed as financial
liabilities)
Bill Discounting from other than banks and 35.00 5.11
financial institutions
Âs certified by our Statutory Auditors, by way of their certificate dated December 28, 2024.
Principal terms of the facilities sanctioned to our Company:
1. Interest: In respect of the facilities sanctioned to our Company, the interest rate ranges from 8.50% per annum to 9.65% per
annum. The interest rate for the loans sanctioned to our Company is typically tied to a base rate / marginal cost of lending
rate, which may vary from lender to lender.
2. Tenor: The tenor of the term loan facilities availed by the Company typically ranges from 12 months to 120 months from
the date of disbursement. the Company have also availed certain working capital facilities that may be repayable on demand.
These working capital facilities generally have a tenor of one year and may be rolled over within the period specified in the
respective facility documents.
3. Security: The facilities sanctioned are typically secured by way of equitable mortgage on specific property of our Company,
hypothecation of our Company’s movable fixed assets and current assets, the personal guarantee of our Promoters. The
nature of securities described herein is indicative and there may be additional requirements for creation of security under
the various borrowing arrangements entered into by our Company.
4. Pre-payment and premature redemption: The facilities availed by the Company allows pre-payment. Pre-payment may be
subject to pre-payment penalties as may be prescribed by the lenders.
5. Penalty: The terms of certain financing facilities availed by the Company prescribe penalties for non-compliance of certain
obligations by the Company. These include, inter alia, overdues/ delays/ default in payment of monies. Further, the default
interest payable on the facilities availed by the Company is typically 1% to 2% per annum.
6. Penal interest: The terms of certain financing facilities availed by our Company prescribe penalties for non-compliance of
certain obligations by our Company. These include, inter alia, overdues/ delays/ default in payment of monies. Further, the
default interest payable on the facilities availed by us is typically 1% to 2%per annum.
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7. Restrictive Covenants: The facilities sanctioned to our Company contain certain restrictive covenants, which require prior
written consent of the lender or prior intimation to be made to the lender, including:
a. Change in general nature or business of our Company
b. Change in the ownership, control, beneficial ownership or management of our Company
c. Amendments to constitutional documents of our Company
d. Change in the shareholding pattern of our Company
e. Change in the remuneration payable to our Directors in the form of sitting fees or otherwise
8. Events of default: The Borrowing arrangements entered into by our Company contain events of default, including, among
others:
a. Change in respect of the constitution of our Company
b. Change in the controlling ownership of our Company
c. Opening a current account outside the lending arrangements entered into with the lenders by the Company
9. Consequences of occurrence of events of default: In terms of our borrowings, the following, inter alia, are the consequences
of occurrence of events of default, whereby our lenders may:
a. Declare the facilities together with accrued interest, penalties, liquidated damages, penalties and all other monies to be
immediately due and payable by the Company;
b. Declare all undisbursed portion of the facilities stands cancelled;
c. Demand that the Company furnish unencumbered cash collateral for the non-fund based facilities and unencumbered
collateral as security for the facilities;
d. Enforce all of the security and exercise all the rights specified in the security documents;
e. Sell, assign, dispose of or otherwise liquidate or direct the Company to sell, assign, dispose of or otherwise liquidate
any or all of the secured property or take possession of the proceeds from sale or liquidation of the secured property.
This is an indicative list of the terms and conditions of the outstanding facilities and there may be additional terms including
those that may require the consent of the relevant lender, the breach of which may amount to an event of default under various
borrowing arrangements entered into by us, and the same may lead to consequences other than those stated above.
This is an indicative list and there may be additional restrictive covenants under the various borrowing arrangements entered
into by us. For details, see “Risk Factors – We have incurred indebtedness, and an inability to comply with repayment and
other covenants in our financing agreements could adversely affect our business and financial condition.” on page 47.
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SECTION VI – LEGAL AND OTHER INFORMATION
OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS
Except as disclosed in this section, there are no outstanding (i) criminal proceedings (including any notices received for such
criminal proceedings and matters which are at first information report stage, even if no cognizance has been taken by any court).
However, with respect to cases involving our Company, under Section 138 of the Negotiable Instruments Act, 1881, which are
in the ordinary course of business, the aggregate number of cases and aggregate amount involved in such proceedings shall be
disclosed in a generic manner without providing specific details ; (ii) all outstanding actions taken /penalties imposed by
statutory and/or regulatory authorities (including all penalties and notices); (iii) Disciplinary action including any penalty
imposed and show cause notices issued by SEBI or stock exchanges against the Promoters in the last five financial years
including outstanding action preceding the relevant offer documents and to be disclosed in the relevant offer document (iv) all
outstanding claims related to direct and indirect taxes in a consolidated manner, giving the number of cases and total amount;
In the event any tax matters involve an amount exceeding the threshold proposed in (i) below, in relation to the Company,
Promoters, or the Directors, individual disclosures of such tax matters will be included; and (iv) other outstanding litigation
involving the Relevant Parties as determined to be material pursuant to the Materiality Policy in accordance with the SEBI
ICDR Regulations in each case involving our Company, Promoters and Directors (“Relevant Parties”).
Pursuant to the Materiality Policy adopted by our Board of Directors on December 26, 2024, for the purposes of (iv) above, any
pending litigation involving the Relevant Parties, has been considered ‘material’ and accordingly, disclosed in this Draft Red
Herring Prospectus where:
i. the claim/ dispute amount, to the extent quantifiable, exceeds the lower of (a) 2% of turnover as per the Restated
Financial Information for Fiscal 2024; or (b) 2% of net worth based on the Restated Financial Information as at March
31, 2024, or (c) 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 financial position, business, operations, prospects
or reputation of the Company; or
iii. the decision in such a proceeding is likely to affect the decision in similar proceedings, such that the cumulative amount
involved in such proceedings exceeds the threshold mentioned in point (i), even though the amount involved in an
individual proceeding does not exceed the threshold mentioned in point (i).
2% of turnover, as per the Restated Financial Information for Fiscal 2024 is ₹ 73.23 million, 2% of net worth, as per the Restated
Financial Information for Fiscal 2024 is ₹ 18.50 million and 5% of the average of absolute value of profit or loss after tax, as
per the Restated Financial Information for the last three Fiscals is ₹ 6.44 million. Accordingly, ₹ 6.44 million has been
considered as the materiality threshold for the purpose of (i) above.
There are no findings/observations of any of the inspections by SEBI or any other regulator involving our Company which are
material, and which need to be disclosed or non-disclosure of which may have bearing on the investment decision, other than
the ones which have already disclosed in the offer document.
Further, any outstanding civil litigations/arbitration proceedings involving the Relevant Parties wherein the monetary impact is
not quantifiable or does not exceed the Threshold shall be considered ‘material’ and shall be disclosed in the Offer Documents,
if the outcome of such litigation could have a material adverse effect on the business, performance, prospects, operations,
financial position or reputation of the Company.
Pre-litigation notices received by any of the Relevant Parties from third parties (excluding such notices issued by any statutory/
regulatory/ governmental/ tax authorities or notices threatening criminal action) shall, unless otherwise decided by the Board,
not to be considered as an outstanding litigation until such time that the Relevant Parties are impleaded as parties in the
proceedings before any judicial/ arbitral forum. Pre-litigation notices received by the Relevant Parties from third parties
(excluding those notices issued by governmental, statutory, tax or regulatory authorities or notices threatening criminal action)
shall, in any event, not be considered as litigation until such time that Relevant Parties are impleaded as defendants/respondents
in litigation/arbitration proceedings initiated before any judicial/arbitral forum, court, tribunal or governmental authority, or
is notified by any governmental, statutory or regulatory authority of any such proceeding that may be commenced.
Further, pending litigations where the decision in one litigation is likely to affect the decision in similar litigations which could
either individually or collectively have a material adverse effect on the business, performance, prospects, operations, financial
position or reputation of the Company, shall be disclosed in the Offer Documents, even though the amount involved in an
individual litigation may not exceed the Threshold.
Except as stated in this section, there are no outstanding material dues to creditors of our Company. Further in terms of the
Materiality Policy, a creditor shall be considered “material”, if the outstanding dues to such creditor is equal to or in excess of
5% of the total restated trade payables of our Company, as on the date of the Restated Financial Information as disclosed in this
395
Draft Red Herring Prospectus (“Material Creditors”). Accordingly, as on June 30, 2024, any outstanding dues exceeding ₹
26.50 million have been considered as material outstanding dues for the purposes of identification of material creditors and
related information in this section. 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 the status of the creditor as defined under
Micro, Small and Medium Enterprises Development Act, 2006, as amended read with the rules and notifications thereunder. It
is clarified that the Company tracks the outstanding dues to micro and small enterprises and disclosures have been made in this
section accordingly.
Litigation involving our Company
A. Litigation against our Company
(i) Criminal litigation
Triveni Prasad (“Complainant”), a former employee of our Company, has filed an application with the Labour Association,
C.I.T.U, District Committee, Centre of Indian Trade Unions, Noida, Gautam Budh Nagar (“Labour Association”) dated
August 28, 2023. Additionally, the Complainant has also filed application before the Civil Judge (Junior Division) F.T.C, Budh
Nagar dated June 18, 2022 against our Promoter namely, Rajeev Jain and our CEO namely, Avanish Singh Visen (collectively
referred to as the “Respondents”) alleging breach of public peace under Section 504 of the Indian Penal Code. Pursuant to
which, various mediation sessions were conducted, however, a settlement was not reached. Further, the Complainant had also
filed a labour complaint through another labour association bearing complaint number 5/2023 before the Deputy Labour
Commissioner, Noida, Gautam Buddha Nagar. The Respondents have also filed a criminal miscellaneous petition dated January
16, 2024, in the High Court of Allahabad under section 482 of the Code of Criminal Procedure, 1973 praying to quash the
entire proceedings filed by the Complainant.
(ii) Material civil litigation
As on the date of this Draft Red Herring Prospectus, there are no material civil litigations pending against our Company
(iii) Actions taken by regulatory or statutory authorities
As on the date of this Draft Red Herring Prospectus, there are no actions taken by regulatory or statutory authorities against
our Company.
B. Litigation by our Company
Except as disclosed in ‘Litigation against our Company-Criminal Litigation’, as on the date of this Draft Red Herring
Prospectus, there are no criminal litigations instituted by our Company.
As on the date of this Draft Red Herring Prospectus, there are no material civil litigations instituted by our Company.
(iii) Findings/observations of any of the inspections by SEBI or any other regulator involving our Company which are
material, and which need to be disclosed or non-disclosure of which may have bearing on the investment decision
Our Company has filed a compounding application along with the applicable fee before FEMA (CEFA), Foreign Exchange
Department, RBI, Mumbai dated December 5, 2024 in relation to the non-compliance under Overseas Direct Investment with
respect to (i) non-receipt of share certificates for the investment in the joint venture incorporate outside India, (ii) non-
submission of annual performance report; and (iii) non-reporting of one tranche of remittance with respect to the acquisition
of joint venture incorporate outside India. Our Company had initially filed a compounding application dated March 1, 2016
for the aforementioned non-compliance pertaining to the joint venture, for which RBI had raised queries vide its letter dated
June 16, 2016 and we responded to the same along with the supporting documents. The application is pending before the
Foreign Exchange Department.
Litigation involving our Promoters
C. Litigation against our Promoters
Prospectus, there are no material criminal litigations instituted against our Promoters.

396
As on the date of this Draft Red Herring Prospectus, there are no material civil litigations instituted against our Promoters.
As on the date of this Draft Red Herring Prospectus, there are no actions taken by any regulatory or statutory authorities against
our Promoters.
D. Litigation by our Promoters
Prospectus, there are no material criminal litigations instituted by our Promoters.
As on the date of this Draft Red Herring Prospectus, there are no material civil litigations instituted by our Promoters.
Litigation involving our Directors
E. Litigation against our Directors
As on the date of this Draft Red Herring Prospectus, there are no material criminal litigations instituted against our Directors.
As on the date of this Draft Red Herring Prospectus, there are no material civil litigations instituted against our Directors.
As on the date of this Draft Red Herring Prospectus, there are no actions taken by any regulatory or statutory authorities against
our Directors.
F. Litigation by our Directors
Criminal litigation
(i) As on the date of this Draft Red Herring Prospectus, there are no material criminal litigations instituted by our Directors.
Material civil litigation
(ii) As on the date of this Draft Red Herring Prospectus, there are no material civil litigations instituted by our Directors.
G. Litigation involving our Group Companies
Our Group Companies are not party to any litigation which may have material impact on our Company.
H. Claims related to direct and indirect taxes
Except as disclosed, there are no claims related to direct and indirect taxes, involving our Company, Promoters and Directors:
Nature of case Number of cases Amount involved* (in ₹ millions)

Company
Direct Tax Nil Nil
Indirect Tax 1 0.03
Promoters
- Nil Nil
Directors
- Nil Nil
*To the extent quantifiable.
Outstanding dues to Creditors
Our Board in its meeting held on December 26, 2024 has considered and adopted the Materiality Policy for identification of
material outstanding dues to creditors. In terms of the Materiality Policy, creditors of our Company to whom an amount having
397
a monetary value exceeding 5% of our total trade payables as of June 30, 2024, based on the Restated Financial Information of
our Company was outstanding, were considered ‘material’ creditors. Our total trade payables as of June 30, 2024, was ₹ 530.04
million and accordingly, creditors to whom outstanding dues as of June 30, 2024, exceed ₹ 26.50 million have been considered
as material creditors for the purposes of disclosure in this Draft Red Herring Prospectus. Details of outstanding dues towards our
material creditors are available on the website of our Company at www.applindia.co.in.
Based on the Materiality Policy, details of outstanding dues owed as of June 30, 2024, by our Company are set out below:
Amount outstanding (₹ in
Sr. No. Type of creditor No. of creditors
million)
1. Dues to micro, small and medium enterprises 34 18.78
2. Dues to Material Creditor(s) 3 135.66
3. Dues to other creditors 438 375.60
Total 475 530.04
It is clarified that information provided on the website of our Company is not a part of this Draft Red Herring Prospectus and
should not be deemed to be incorporated by reference. Anyone placing reliance on any other source of information, including
our Company’s website, www.applindia.co.in. would be doing so at their own risk.
Material developments
Other than as stated in “Management’s Discussion and Analysis of Financial Position and Results Of Operations” on page 358,
there have not arisen, since the date of the Restated Summary Financial Information (i.e. June 30, 2024) disclosed in this Draft
Red Herring Prospectus, any circumstances which may materially and adversely affect, or are likely to affect, within the next 12
months from the date of this Draft Red Herring Prospectus, our operations, our profitability taken as a whole or the value of our
assets or our ability to pay our liabilities.
Other Confirmations
There are no findings/ observations of any regulators that are material, and which need to be disclosed or non-disclosure of which
may have a bearing on the investment decision. Further, our Company has not received any findings/ observations from SEBI
pursuant to the Offer, as on the date of this Draft Red Herring Prospectus.
398
GOVERNMENT AND OTHER APPROVALS
As on the date of this Draft Red Herring Prospectus, we have a total of ten operational manufacturing facilities. We have set
out below a list of approvals, consents, registrations, licenses and permissions required to be obtained by our Company from
various governmental and statutory authorities, which are considered material and necessary for us to undertake our business
activities and operations (the “Material Approvals”). Some of the Material Approvals may have lapsed or expired or may
lapse or expire in the ordinary course of business, from time to time and our Company has either already made an application
to the appropriate authorities for renewal of such Material Approvals or are in the process of making such renewal
applications, in accordance with applicable requirements and procedures.
Except as mentioned below, no further Material Approvals are required by us to undertake the Offer or to carry on our
business and operations. Additionally, unless otherwise stated herein, these Material Approvals are valid as on the date of
this Draft Red Herring Prospectus. Certain of such Material Approvals may expire periodically in the ordinary course and
applications for renewal of such Material Approvals are submitted in accordance with applicable requirements and
procedures. For details of risk associated with not obtaining or delay in obtaining requisite approvals, see “Risk Factors –
Internal Risks - We require various licenses and approvals for undertaking our businesses and the failure to obtain or
retain such licenses or approvals in a timely manner, or at all, may adversely affect our business, results of operations and
financial condition.” on page 53.
For Offer related approvals, see “Other Regulatory and Statutory Disclosures” on page 404. and for incorporation details of
our Company, see “History and Certain Corporate Matters” on page 240.
I. Approvals in relation to incorporation of our Company
Sr Particulars Issuing Date of issue

No. authority
1. Certificate of incorporation under the name ‘Ajay Poly Private Limited’ Registrar of June 3, 1980
Companies
2. Fresh certificate of incorporation consequent upon change of name from ‘Ajay Poly Registrar of November
Private Limited’ to ‘Ajay Poly Limited’, pursuant to conversion of our Company Companies 26, 2024
from a private limited company to a public limited company.
3. The corporate identification number of our Company is U74899DL1980PLC010508.
II. Material Approvals in relation to the Offer
For the approvals and authorisations obtained by our Company in relation to the Offer, see “Other Regulatory and Statutory
Disclosures – Authority for the Offer”, beginning on page 404
III. Material approvals in relation to our business and operations
Our Company has received the following material approvals, licenses, consents, registrations, and permits pertaining to our
business:
Tax related approvals
1. The permanent account number of our Company is AAACA0172A issued by the Income Tax Department, Government
of India.
2. The tax deduction account number of our Company is DELA02973F issued by the Income Tax Department,
Government of India.
3. We have obtained relevant registrations under the Central Goods and Services Tax Act, 2017, in the relevant states in
India where we operate.
4. We have obtained registrations under the applicable professional tax statutes in various states where are business
operations are situated.
Material approvals in relation to our business and operations
Sr. No. Particulars Issuing Authority Date of Issue Validity

Chennai Unit
1. Udyog Aadhar Registration Certificate Ministry of Micro, Small and June 24, 2020 -
Medium Enterprises
Udyam registration certificate for small enterprise Ministry of Micro, Small and September 26, -
Medium Enterprises 2020
Approval for commissioning electrical safety Electrical Inspectorate, March 8, 2024 -
inspection Government of Tamil Nadu
399
Consent to operate under the provisions of the Water Tamil Nadu Pollution Control May 27, 2024 March 31, 2029
(Prevention and control of Pollution) Act 1974 (as Board
amended) for discharge of effluents.
Consent to operate under the provisions of the Air Tamil Nadu Pollution Control May 27, 2024 March 31, 2029
(Prevention & Control of Pollution) Act, 1981. Board
Fire No-Objection Certificate Tamil Nadu Fire & Rescue March 21, 2024 March 20, 2025
Service
Health Clearance (sanitary) Certificate Department of Public Health March 25, 2024 March 24, 2025
and Preventive Medicine
Electrical Safety Periodical Inspection Directorate of Electrical March 8, 2024 -
Safety
Bureau of Indian Standards, IS: 2553: PART 1: 2018 Bureau of Indian Standards July 29, 2022 July 27, 2025
Registration and license number to work a factory Directorate of Industrial October 21, December 31,
under the Tamil Nadu Factory Rules, 1950 Safety and Health 2024 2026
Noida Unit-I and Noida Unit-II
2. Udyog Aadhar Registration Certificate Ministry of Micro, Small and June 24, 2020 Permanent
Medium Enterprises
Consolidated consent to operate under the provisions Uttar Pradesh Pollution June 15, 2024 From May 30,
of the Water (Prevention and control of Pollution) Control Board 2024 to March
Act 1974 (as amended) for discharge of effluents 31, 2027
Electrical Safety Periodical Inspection Directorate of Electrical January 25, 2022 January 24,
Safety 2025
Fire No-Objection Certificate Uttar Pradesh Fire Department September 23, September 23,
2024 2027
Registration and license number to work a factory Labour Department, Uttar October 8, 2021 From January 1,
under the Factories Act, 1948 Pradesh 2022 to
December 31,
2024.
Noida Unit-IV
3. Electrical Safety Periodical Inspection Directorate of Electrical September 1, August 31,
Safety 2022 2025
Fire No-Objection Certificate Uttar Pradesh Fire Department November 28, November 27,
2023 2026
Authorisation under the provisions of Hazardous and Uttar Pradesh Pollution February 28, February 2,
Other Wastes (Management and Transboundary Control Board 2023 2028
Movement) Rules, 2016
Consolidated Consent under the provisions of the Uttar Pradesh Pollution June 29, 2024 From August 1,
Water (Prevention and control of Pollution) Act 1974 Control Board 2024 to July 31,
(as amended) for discharge of effluents. 2027
Weight and measurement verification certificate Government of Uttar Pradesh, February 3, 2024 February 3,
Office of the Controller, Legal 2025
Meterology
Registration and license number to work a factory Labour Department, Uttar November 13, From December
under the Factories Act, 1948 Pradesh 2023 31, 2023, to
December 30,
2026.
Noida Unit-III
4. Consolidated Consent under the provisions of the Uttar Pradesh Pollution June 15, 2024 From May 30,
Water (Prevention and control of Pollution) Act 1974 Control Board 2024 to March
(as amended) for discharge of effluents. 31, 2027
Electrical Safety Periodical Inspection Directorate of Electrical January 13, 2024 January 12,
Safety 2027
Fire No-Objection Certificate Uttar Pradesh Fire Department August 30, 2024 September 5,
2024 to
September 5,
2027
Authorisation under the provisions of Hazardous and Uttar Pradesh Pollution January 11, 2024 January 10,
Other Wastes (Management and Transboundary Control Board 2029
Weight and measurement verification certificate Government of Uttar Pradesh, February 3, 2024 February 3,
Office of the Controller, Legal 2025
Meterology
Registration and license number to work a factory Labour Department, Uttar October 11, 2021 From June 30,
under the Factories Act, 1948 Pradesh 2022, to June
29, 2025.
Noida Unit-V
5. Electrical Safety Periodical Inspection Directorate of Electrical September 1, August 31,
Safety 2022 2025
Fire No-Objection Certificate Uttar Pradesh Fire Department December 5, December 4,
400
2023 2026
Authorisation under the provisions of Hazardous and Uttar Pradesh Pollution February 28, February 2,
Other Wastes (Management and Transboundary Control Board 2023 2028
Consolidated Consent under the provisions of the Uttar Pradesh Pollution September 13, From August
Water (Prevention and control of Pollution) Act 1974 Control Board 2024 25, 2024 to July
(as amended) for discharge of effluents. 31, 2025
Registration and license number to work a factory Labour Department, Uttar November 13, From May 30,
under the Factories Act, 1948 Pradesh 2023 2024, to May
29, 2025.
Mohali Unit
6. Udyog Aadhar Registration Certificate Ministry of Micro, Small and December 10, -
Medium Enterprises 2019
Consent to operate under Air (Prevention & Control Punjab Pollution Control December 17, December 17,
of Pollution) Act, 1981 Board 2024 2029
Fire Safety Certificate Punjab Fire Services July 8, 2024 July 7, 2025
Consent to operate under Water (Prevention & Punjab Pollution Control December 17, December 17,
Control of Pollution) Act, 1974 Board 2024 2029
Karegaon Unit
7. Consent to establish under Water (Prevention & Maharashtra Pollution Control June 17, 2022 June 16, 2027
Control of Pollution) Act, 1974, Air (Prevention & Board
Control of Pollution) Act, 1981 and Authorisation
under the provisions of Hazardous and Other Wastes
(Management and Transboundary Movement) Rules,
2016
Grant of consent to operate under Water (Prevention Maharashtra Pollution Control April 21, 2023 December 31,
& Control of Pollution) Act, 1974, Air (Prevention & Board 2028
2016
Registration and license number to work a factory Industrial Safety and Health April 15, 2023 From January 1,
under the Factories Act, 1948 Directorate (Labour 2023 to
Department) December 31,
2028.
Sanand Unit
8. Consent to establish (N.O.C) under Water Gujarat Pollution Control March 11, 2020 October 17,
(Prevention & Control of Pollution) Act, 1974, Air Board 2026
(Prevention & Control of Pollution) Act, 1981 and
Environment (Protection) Act, 1986
License to work a factory Directorate Industrial Safety March 11, 2024 December 31,
& Health 2025
Electrical Safety Periodical Inspection report Uttar Gujarat Vij Company May 9, 2024 -
Limited
Consent to operate under Water (Prevention & Gujarat Pollution Control February 22, December 31,
Control of Pollution) Act, 1974, Air (Prevention & Board 2021 2025
2016
Noida Unit-IV
9. Consent to establish a new unit/expansion under the Uttar Pradesh Pollution March 23, 2024 From March 15,
provisions of Water (Prevention & Control of Control Board 2024, to March
Pollution) Act, 1974 and Air (Prevention & Control 14, 2029
of Pollution) Act, 1981.
Consolidated Consent to Operate and Authorisation Uttar Pradesh Pollution May 15, 2024 From May 2,
hereinafter referred to as the CCA (Consolidated Control Board 2024, to July
Consent & authorization) (Fresh) under Section-25 31, 2025
of the Water (Prevention & Control of Pollution) Act,
1974 and under Section-21 of the Air (Prevention &
Control of Pollution) Act, 1981
Registration and license number to work a factory Labour Department, Uttar April 4, 2024 April 3, 2025
under the Factories Act, 1948 Pradesh
Electrical Safety Periodical Inspection (Load) Directorate of Electrical February 19, February 18,
Safety 2024 2027
Fire No-Objection Certificate Uttar Pradesh Fire Department March 9, 2024 From March 28,
2024 to March
28, 2027
Electrical Safety Periodical Inspection (Transformer) Directorate of Electrical February 26, February 25,
401
Safety 2024 2027
Shirwal Unit
10. Consent to operate under Water (Prevention & Maharashtra Pollution Control August 27, 2021 May 31, 2027
Control of Pollution) Act, 1974, Air (Prevention & Board
2016
Registration and license number to work a factory Labour Department, February 2, 2023 January 1, 2024
under the Factories Act, 1948 Maharashtra to December
31, 2027
Labour and commercial approvals
We are required to obtain and have obtained registrations and authorisations under the following laws:
1. Registrations under the Employees’ State Insurance Act, 1948 ("ESIC Act”): All our employees staffed in establishments
covered by the ESIC Act are required to be insured and we are required to register our establishments under the ESIC Act
and maintain prescribed records and registers in addition to filing of forms with the concerned authorities.
2. Registrations under the Employees’ Provident Fund and Miscellaneous Provisions Act, 1952 ("EPF Act”): The EPF Act is
applicable to our Company and thus our Company is required to mandatorily get registered under the EPF Act with the
relevant regional provident fund commissioner with jurisdiction, where applicable.
3. Registrations under Professional Tax Acts of relevant states: We are required to obtain registration in relation to deduction
of professional tax according to the respective professional tax legislations of relevant states. The term of such registrations
and renewal requirements as well as processes may differ under the various applicable state legislations and may be subject
to periodic renewals, as applicable.
4. Registration under Contract Labour (Regulation and Abolition) Act, 1970: We have obtained registration in relation to the
contract labour that has been appointed by our Company.
5. Registration under Labour Welfare Fund: We have registration in relation to the labour welfare fund from the Maharashtra
Labour Welfare Board and Gujarat Welfare Board.
IV. Material approvals or renewals applied for but not received
As on date of this Draft Red Herring Prospectus, there are no Material Approvals or renewals that have been applied for by
our Company, but have not been received.
V. Material Approvals which have expired and applications for renewal have been made:
Date of
acknowledgement
Sr. No. Particulars Manufacturing Facility Issuing Authority
of application/ date
of application
Grant of Revised-Provisional Fire No Pune Metropolitan Regional
1. Karegaon Unit August 12, 2024
Objection Certificate Development Authority
Registration and license number to work Deputy Director of
2. Mohali Unit June 23, 2021
a factory under the Factories Act, 1948 Factories, Punjab
Provisional Fire No-Objection Directorate of Maharashtra
3. Shirwal Unit June 6, 2018
Certificate Fire Service
Directorate of Electrical
4. Electrical Safety Periodical Inspection Shirwal Unit December 19, 2024
Safety
Registration and license number to work Noida Unit-I and Noida Labour Department, Uttar
5. October 25, 2024
a factory under the Factories Act, 1948 Unit-II Pradesh
We have obtained registrations under the Central Goods and Services Tax Act, 2017, in the relevant states in India where we
used to operate. However, as on date of this Draft Red Herring Prospectus or DRHP, such manufacturing facilities located at
Rajasthan, Bangalore and Faridabad are non-operational.
VI. Material Approvals which have expired and renewal is to be applied for:
As on date of this Draft Red Herring Prospectus, except as disclosed below, there are no material approvals that have expired
and renewal is to be applied:
402
Sr. Particulars Manufacturing Facility Issuing Authority
No.
1. Electrical Safety Periodical Karegaon Unit Directorate of Electrical Safety
Inspection
VII. Material Approvals required but not obtained or applied for
As on date of this Draft Red Herring Prospectus, there are no material approvals that have not been obtained or applied.
VIII. Intellectual Property related approvals
As on the date of this Draft Red Herring Prospectus, we have filed the following trademark applications for our logo which
appears on the cover page of this Draft Red Herring Prospectus.
Sr No. Particulars Issuing Authority Date of Issue Validity

1. Trademark application bearing number Trademark Registry April 10, April 10, 2035
2938614 under Class 17 of the Trade Marks 2015
Act, 1999
Act, 1999
Act, 1999
We do not own and have not filed any applications for patents and copyright.
403
OTHER REGULATORY AND STATUTORY DISCLOSURES
Authority for the Offer
The Offer has been authorised by our Board pursuant to a resolution passed at its meeting held on December 7, 2024, and our
Shareholders have authorised the Fresh Issue pursuant to their special resolution dated December 10, 2024.
Further, our Board have taken on record the consents of the Promoter Selling Shareholders to participate in the Offer for Sale
pursuant to their resolutions dated December 28, 2024.
Each of the Promoter Selling Shareholders have, severally and not jointly, authorised and confirmed inclusion of their portion
of the Offered Shares as part of the Offer for Sale, as set out below:
Sr. No. Name of Promoter Selling Number of Offered Shares Aggregate proceeds from the Date of consent
Shareholder Offered Shares* letter
1. Bina Jain Up to 3,700,000 Equity Shares Up to ₹[●] million December 28, 2024
2. Rajeev Jain Up to 2,800,000 Equity Shares Up to ₹[●] million December 28, 2024
3. Nitin Jain Up to 2,800,000 Equity Shares Up to ₹[●] million December 28, 2024
*To be updated at the Prospectus stage
Our Board has approved this Draft Red Herring Prospectus pursuant to its resolution dated December 28, 2024.
Our Company has received in-principle approvals from BSE and NSE for the listing of the Equity Shares pursuant to their letters
dated [●] and [●], respectively.
Prohibition by SEBI or other Governmental Authorities
Our Company, our Promoters, our Directors and the members of the Promoter Group are not prohibited from accessing the
capital market 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.
The Promoter Selling Shareholders, severally and not jointly, confirm that they are not prohibited from accessing the capital
market 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.
Directors associated with the Securities Market
Except Sunil Arya, who is associated with IIFCL Asset Management Company Limited, none of our Directors are associated
with securities market related business. There are no outstanding actions initiated by SEBI in the last five years preceding the
date of this Draft Red Herring Prospectus against our Directors.
Confirmation under the Companies (Significant Beneficial Owners) Rules, 2018
Our Company, Promoters, members of the Promoter Group, and each of the Promoter Selling Shareholders, severally and not
jointly, confirm that they are in compliance with the Companies (Significant Beneficial Owners) Rules, 2018, to the extent
applicable to them, as on the date of this Draft Red Herring Prospectus.
Eligibility for the Offer
Our Company is eligible for the Offer in accordance with Regulation 6(1) of the SEBI ICDR Regulations, and is in compliance
with the conditions specified therein in the following manner:
 Our Company has net tangible assets of at least ₹30.00 million, calculated on a restated basis, in each of the preceding three
full years (of 12 months each), of which not more than 50% are held in monetary assets;
 Our Company has an average profit of at least ₹150.00 million, calculated on a restated basis, during the preceding three full
years (of 12 months each), with operating profit in each of these preceding three years;
 Our Company has a net worth of at least ₹10.00 million in each of the preceding three full years (of 12 months each),
calculated on a restated basis; and
 Except as disclosed in this Draft Red Herring Prospectus, our Company has not changed its name in the last one year.
404
Our Company’s operating profit, net worth, net tangible assets and monetary assets derived from the Restated Financial
Information included in this Draft Red Herring Prospectus, as at, and for the last three years ended March 31 are set forth below:
Derived from our Restated Financial Information

(₹ in million, unless otherwise stated)
As at and for the Fiscal ended Fiscal
Particulars
2022 2023 2024
Restated Net Tangible Assets (A) (1) 490.75 676.48 933.05
Restated Operating profit (B)(4) 69.89 172.67 408.82
Restated Net Worth (C)(3) 542.76 705.16 932.67
Restated Monetary Assets (D) (2) 3.25 4.66 2.31
% of Restated Monetary Assets to Restated Net Tangible Assets (D)/(A)(%) 0.66% 0.69% 0.25%
Source: Restated Financial Information as included in “Restated Financial Information” beginning on page 271.
Notes:
(1)
‘Restated Net Tangible Assets’ means the sum of all net assets, excluding intangible assets as defined in Indian Accounting
Standard (Ind AS) 38 -intangible assets, right of use assets and lease liabilities as defined in Ind AS 116 -leases and deferred
tax assets, deferred tax liability as defined in Ind AS 12 -income taxes and prepaid expenses
(2)
‘Restated Monetary Assets’ means cash in hand, balance with bank in current and deposit account (net of bank deposits not
considered as cash and cash equivalent).
(3)
‘Restated Net Worth’ means the aggregate value of paid-up share capital and other equity created out of the profits,
securities premium account and debit or credit balance of statement profit and loss, after deducting the aggregate value of
the accumulated losses, deferred expenditure and miscellaneous expenditure not written off, derived from the Restated
Financial Information, but does not include reserves created out of revaluation of assets, write-back of depreciation and
amortization.
(4)
‘Restated Operating Profit’ means the profit before finance costs, other income, exceptional items and tax expenses.
Our Company has operating profits in each of Fiscal 2024, 2023 and 2022 in terms of our Restated Financial Information. Our
average operating profit for Fiscals 2024, 2023 and 2022 is ₹ 217.13 million..
Further, our Company confirms that it is not ineligible to make the Offer in terms of Regulation 5 of the SEBI ICDR Regulations,
to the extent applicable. The details of our compliance with Regulation 5 of the SEBI ICDR Regulations are as follows:
r
a. None of the companies with which our Promoters and Directors are associated with as promoters, directors or persons in
control are debarred from accessing capital markets under any order or direction passed by SEBI or any other authorities.
b. None of our Company, our Promoters, members of our Promoter Group, our Directors or the Promoter Selling Shareholders
are debarred from accessing the capital markets by SEBI.
c. Neither our Company nor our Directors or Promoters have been declared as a ‘wilful defaulter’ or a ‘fraudulent borrower’,
as defined under the SEBI ICDR Regulations.
d. Our individual Promoters or Directors have not been declared as fugitive economic offenders under Section 12 of the
Fugitive Economic Offenders Act, 2018.
e. There are no convertible securities that are required to be converted on or before the filing of the Red Herring Prospectus;
f. There are no outstanding warrants, options or rights to convert debentures, loans or other instruments convertible into, or
which would entitle any person any option to receive Equity Shares, as on the date of this Draft Red Herring Prospectus.
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.
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.
Each Promoter Selling Shareholder, severally and not jointly, confirms that it is in compliance with Regulation 8 of the SEBI
ICDR Regulations.
DISCLAIMER CLAUSE OF SEBI
IT IS TO BE DISTINCTLY UNDERSTOOD THAT SUBMISSION OF THIS DRAFT RED HERRING PROSPECTUS

TO SEBI SHOULD NOT, IN ANY WAY, BE DEEMED OR CONSTRUED 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 DRAFT RED
HERRING PROSPECTUS. THE BRLMs, MOTILAL OSWAL INVESTMENT ADVISORS LIMITED AND SBI
CAPITAL MARKETS LIMITED HAVE CERTIFIED THAT THE DISCLOSURES MADE IN THIS DRAFT RED
405
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, AS AMENDED. THIS REQUIREMENT IS TO FACILITATE INVESTORS TO TAKE AN
INFORMED DECISION FOR MAKING AN INVESTMENT IN THE PROPOSED OFFER.
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 DRAFT RED HERRING PROSPECTUS, THE BRLMs IS EXPECTED TO EXERCISE
DUE DILIGENCE TO ENSURE THAT THE COMPANY DISCHARGES ITS RESPONSIBILITY ADEQUATELY IN
THIS BEHALF AND TOWARDS THIS PURPOSE, THE BRLMS HAVE FURNISHED TO SEBI, A DUE DILIGENCE
CERTIFICATE DATED DECEMBER 28, 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 DRAFT RED HERRING PROSPECTUS DOES NOT, HOWEVER, ABSOLVE THE
COMPANY FROM ANY LIABILITIES UNDER THE COMPANIES ACT, 2013, AS AMENDED OR FROM THE
REQUIRE/MENT OF OBTAINING SUCH STATUTORY AND/OR OTHER CLEARANCES AS MAY BE
REQUIRED FOR THE PURPOSE OF THE OFFER. SEBI FURTHER RESERVES THE RIGHT TO TAKE UP, AT
ANY POINT OF TIME, WITH THE BRLMs, ANY IRREGULARITIES OR LAPSES IN THIS DRAFT RED
HERRING PROSPECTUS.
All applicable legal requirements pertaining to this Offer will be complied with at the time of filing of the Red Herring Prospectus
with the RoC in terms of Section 32 of the Companies Act and at the time of filing of the Prospectus with the RoC in terms of
Sections 26, 32, 33(1) and 33(2) of the Companies Act.
Disclaimer from our Company, our Directors, the Promoter Selling Shareholders and the BRLMs
Our Company, each of the Promoter Selling Shareholders, our Directors and the BRLMs accept no responsibility for statements
made otherwise than in this Draft Red Herring Prospectus or in the advertisements or any other material issued by or at our
instance and anyone placing reliance on any other source of information, including our Company’s website,
www.applindia.co.in, or the respective websites of our Promoters, Promoter Group or any affiliate of our Company would be
doing so at their own risk. It is clarified that each of the Promoter Selling Shareholders, its respective directors, affiliates, partners,
trustees, associates, and officers accept no responsibility for any statements made or undertakings provided in this Draft Red
Herring Prospectus other than those specifically made or confirmed by such Promoter Selling Shareholder in relation to itself as
a Promoter Selling Shareholder and its respective proportion of the Offered Shares. Further, the Promoter Selling Shareholders
do not assume responsibility for any other statement, including without limitation, any and all statements made by or relating to
our Company or its business or any other Promoter Selling Shareholder(s) or any other person(s), in this Draft Red Herring
Prospectus.
The BRLMs accept no responsibility, save to the limited extent as provided in the Offer Agreement and the Underwriting
Agreement.
All information, to the extent required in relation to the Offer, shall be made available by our Company, each of the Promoter
Selling Shareholders, severally and not jointly (to the extent the information pertains to such Promoter Selling Shareholder and
its respective portion of Offered Shares), and the BRLMs to the Bidders and the public at large and no selective or additional
information would be made available for a section of the investors in any manner whatsoever, including at road show
presentations, in research or sales reports, at the Bidding Centres or elsewhere.
Bidders will be required to confirm and will be deemed to have represented to our Company, each of the Promoter Selling
Shareholders, the Underwriters and their respective directors, partners, officers, agents, affiliates, trustees 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, each of the Promoter Selling Shareholders, the
Underwriters and each of their respective directors, partners, officers, agents, affiliates, trustees 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 associates and affiliates in their capacity as principals or agents may engage in transactions with, and
perform services for our Company, our Subsidiaries, our Promoters and their respective directors and officers, group companies,
if any, and each of the Promoter Selling Shareholders and their respective affiliates and 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, its Directors, our Promoters, officers, agents, group companies, if any, the Promoter Selling Shareholders,
and their respective affiliates or associates or third parties, for which 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.
406
Disclaimer in respect of jurisdiction
This Offer is being made in India to persons resident in India (including individual Indian nationals resident in India who are
competent to contract under the Indian Contract Act, 1872, HUFs, companies, corporate bodies and societies registered under
the applicable laws in India and authorized to invest in equity shares, Indian Mutual Funds registered with SEBI, Indian financial
institutions, commercial banks, multilateral and bilateral development financial institutions, state industrial development
corporations, regional rural banks, co-operative banks (subject to permission from the RBI), trusts under the applicable trust laws
and who are authorized under their respective constitutions to hold and invest in equity shares, public financial institutions as
specified under Section 2(72) of the Companies Act 2013, venture capital funds, National Investment Fund set up by the GoI,
provident funds and pension funds fulfilling the minimum corpus requirements under the SEBI ICDR Regulations, permitted
insurance companies and pension funds, insurance funds set up and managed by the army and navy and insurance funds set up
and managed by the Department of Post, (India), systematically important NBFCs, permitted non-residents including Eligible
NRIs, AIFs, FPIs registered with SEBI and QIBs. This Draft Red Herring Prospectus does not, however, constitute an offer to
sell or an invitation to subscribe to Equity Shares offered hereby, in any jurisdiction to any person to whom it is unlawful to
make an offer or invitation in such jurisdiction. Any person into whose possession this Draft 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 required for that purpose,
except that this Draft 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 Draft Red Herring Prospectus may not be
distributed, in any jurisdiction, except in accordance with the legal requirements applicable in such jurisdiction. Neither the
delivery of this Draft Red Herring Prospectus, nor any offer or sale hereunder, shall, under any circumstances, create any
implication that there has been no change in our affairs or in the affairs of the Promoter Selling Shareholders from the date hereof
or that the information contained herein is correct as of any time subsequent to this date.
This Draft Red Herring Prospectus does not constitute offer to sell or an invitation to subscribe to or purchase the Equity Shares
in the Offer in any jurisdiction, other than in India to any person to whom it is unlawful to make an offer or invitation in such
jurisdiction. Any person into whose possession this Draft Red Herring Prospectus comes is required to inform himself or herself
about, and to observe, any such restrictions. Invitations to subscribe to or purchase 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.
No person outside India is eligible to Bid for Equity Shares in the Offer unless that person has received the preliminary offering
memorandum for the Offer, which contains the selling restrictions for the Offer outside India.
Directors associated with the Securities Market
Except Sunil Arya, who is associated with IIFCL Asset Management Company Limited, none of the Directors are, in any manner,
associated with the securities market. There are no outstanding action(s) initiated by SEBI against the Directors of our Company
in the five years preceding the date of this Draft Red Herring Prospectus.
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 such jurisdiction, 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 Shares or any economic interest therein, including
any offshore derivative instruments, such as participatory notes, issued against the Equity Shares or any similar security,
other than in accordance with applicable laws.
Important Information for Investors – Eligibility and Transfer Restrictions
407
Until the expiry of 40 days after the commencement of the Offer, an offer or sale of the Equity Shares within the United
States by a dealer (whether or not it is participating in the Offer) may violate the registration requirements of the U.S.
Securities Act, unless made pursuant to available exemptions from the registration requirements of the U.S. Securities
Act and in accordance with applicable securities laws of any state or other jurisdiction of the United States.
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
Draft 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 Offer, including the merits and risks involved.
Disclaimer clause of BSE
As required, a copy of this Draft Red Herring Prospectus shall be submitted to BSE. The disclaimer clause as intimated by BSE
to us post scrutiny of this Draft Red Herring Prospectus shall be included in the Red Herring Prospectus and the Prospectus prior
to filing with the RoC.
Disclaimer clause of NSE
As required, a copy of this Draft Red Herring Prospectus shall be submitted to NSE. The disclaimer clause as intimated by NSE
to us post scrutiny of this Draft Red Herring Prospectus shall be included in the Red Herring Prospectus and the Prospectus prior
to filing with the RoC.
Listing
The Equity Shares issued through the Red Herring Prospectus and the Prospectus are proposed to be listed on the Stock
Exchanges. Application has been made to the Stock Exchanges for obtaining permission for listing and trading of the Equity
Shares being offered and sold in the Offer and [●] is the Designated Stock Exchange, with which the Basis of Allotment will be
finalized for the Offer.
If the permission to deal in and for an official quotation of the Equity Shares is not granted by the Stock Exchanges, our Company
shall forthwith repay, without interest, all monies received from the applicants in pursuance of this Draft Red Herring Prospectus
in accordance with applicable law. If such money is not repaid within the prescribed time, then our Company and every officer
in default shall be liable to repay the money, with interest, as prescribed under applicable law. Any expense incurred by our
Company on behalf of any of the Promoter Selling Shareholders with regard to interest on such refunds will be reimbursed by
such Promoter Selling Shareholders in proportion to its respective portion of the Offered Shares. For the avoidance of doubt,
subject to applicable law, a Promoter Selling Shareholders shall not be responsible to pay and/or reimburse any expenses towards
refund or any interest thereon for any delay, unless such failure or default or delay, as the case may be, is by, and is directly
attributable to, an act or omission, of to such Promoter Selling Shareholders and such liability shall be limited to the extent of its
respective portion of the Offered Shares.
The Promoter Selling Shareholders undertake to provide such reasonable support and extend reasonable cooperation as may be
required and requested by our Company, to the extent such support and cooperation is required from such Promoter Selling
Shareholders to facilitate the process of listing and commencement of trading of their respective portion of the Offered Shares
on the Stock Exchanges within three working days from the Bid/Offer Closing Date.
Our Company shall ensure that all steps for the completion of the necessary formalities for listing and commencement of trading
of Equity Shares at the Stock Exchanges are taken within three Working Days of the Bid/Offer Closing Date. If our Company
does not allot Equity Shares pursuant to the Offer within three Working Days from the Bid/Offer Closing Date or within such
timeline as prescribed by SEBI, it shall 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.
Consents
Consents in writing of the Promoter Selling Shareholders, our Directors, our Company Secretary and Compliance Officer, our
Chief Financial Officer, Legal Counsel to our Company and Promoter Selling Shareholders as to Indian law, the Bankers to our
Company, BRLMs, Statutory Auditor, and the Registrar to the Offer have been obtained; and the consents in writing of the
Syndicate Members, Escrow Collection Banks, Public Offer Account Bank, Refund Bank, and Sponsor Bank to act in their
respective capacities, will be obtained. Further, such consents shall not be withdrawn up to the time of filing of the Red Herring
Prospectus with RoC.
Expert opinion
Except as stated below, our Company has not obtained any expert opinions:
408
Our Company has received written consent from our Statutory Auditors holding a valid peer review certificate from ICAI to
include their name in this Draft Red Herring Prospectus as an “expert” as defined under Section 2(38) read with Section 26 of
the Companies Act 2013 to the extent and in their capacity as the statutory auditor of our Company and in respect of their
examination report on our Restated Financial Information dated December 31, 2023 and in respect of the statement of special
tax benefits dated December 28, 2024. The consent has not been withdrawn as of the date of this Draft Red Herring Prospectus.
The term “experts” and consent thereof does not represent an expert or consent within the meaning under the U.S. Securities
Act.
In addition, our Company has received written consents dated December 28, 2024 from Vinod Kumar Goel, as chartered engineer
to include his name as an “expert” as defined under Section 2(38) and other applicable provisions of the Companies Act, 2013
in respect of the report dated December 28, 2024, on the manufacturing capacity at the Company’s manufacturing facility and
its utilization at the manufacturing facility including other details, and such consent has not been withdrawn as on the date of
this Draft Red Herring Prospectus. However, the term “expert” shall not be construed to mean an “expert” as defined under the
U.S. Securities Act.
Further, our Company has received written consent dated December 19, 2024 from Pankaj Nigam & Associates as required
under section 2(38) and section 26(5) of the Companies Act, 2013 read with SEBI ICDR Regulations, to include their name in
this Draft Red Herring Prospectus, and as an “expert” to the extent and in their capacity as a practicing company secretary in
respect of their certificate dated December 19, 2024.
Further, our Company has received written consent dated December 28, 2024 from D A R P N And Company, Chartered
Accountants. as required under section 2(38) and section 26(5) of the Companies Act, 2013 read with SEBI ICDR Regulations,
to include their name in this Draft Red Herring Prospectus, and as an “expert” to the extent and in their capacity as independent
chartered accountant.
Particulars regarding public or rights issues undertaken by our Company during the last five years
Except as disclosed in the section entitled “Capital Structure” on page 85, there have been no public issues or rights issues
undertaken by our Company during the five years immediately preceding the date of this Draft Red Herring Prospectus.
Commission or brokerage on previous issues during the last five years
Since this is the initial public offering of the Equity Shares, no sum has been paid or has been payable as commission or brokerage
for subscribing to or procuring or agreeing to procure public subscription for any of our Equity Shares in the five years preceding
the date of this Draft Red Herring Prospectus.
Capital Issues in the preceding three years
Except as disclosed in the section entitled “Capital Structure” on page 85, our Company has not made any capital issues during
the three years immediately preceding the date of this Draft Red Herring Prospectus. None of our Group Companies are listed
on any stock exchange. Accordingly, none of our Group Companies have made any capital issues during the three years
immediately preceding the date of this Draft Red Herring Prospectus.
Performance vis-à-vis objects - Public/ rights issue of our Company
Except as disclosed in the section entitled “Capital Structure” on page 85, our Company has not undertaken any public, including
any rights issues to the public in the five years immediately preceding the date of this Draft Red Herring Prospectus.
Performance vis- à-vis objects: Public/ rights issue of the listed Subsidiaries and listed Promoters
As on the date of this Draft Red Herring Prospectus our Company does not have a corporate promoter or a listed subsidiary.
Price information of past issued handled by the BRLMs
1. Motilal Oswal Investment Advisors Limited

Price information of past issues (during the current Financial Year and two Financial Years preceding the current Financial Year)
handled by Motilal Oswal Investment Advisors Limited
409
Sr.No. Issue name Designated Issue size Issue Listing date Opening +/- % change in +/- % change in +/- % change in
Stock (₹ price price on closing price, [+/- closing price, [+/- closing
Exchange million) (₹) listing % change in % change in price, [+/- % change in
date closing closing closing benchmark]-
(in ₹) benchmark]- 30th benchmark]- 90th 180th calendar days
calendar days from calendar days from listing
listing from listing
1. Concord Enviro Systems BSE 5,003.26 701.00 December 27, 2024 832.00 NA NA NA
Limited
2. Niva Bupa Health NSE 22,000.00 74.00 November 14, 2024 78.14 +12.97%, [+5.25%] NA NA
Insurance Company
Limited
3. Acme Solar Holdings NSE 29,000.00 289.00 November 13, 2024 251.00 +8.21% [4.20%] NA NA
Limited (7)
4. P N Gadgil Jewellers NSE 11,000.00 480.00 September 17, 2024 830.00 +61.14% [-1.76%] 53.04% [-2.56%] NA
Limited
5. R K Swamy Limited (6) BSE 4,235.60 288.00 March 12, 2024 252.00 -1.30% [+1.86%] -6.70% [+4.11%] -17.57% [+10.20%]
6. Happy Forgings Limited NSE 10,085.93 850.00 December 27, 2023 1000.00 +14.06% [-1.40%] +4.44% [+2.04%] +42.78% [+8.53%]
7. Cello World Limited (5) NSE 19,000.00 648.00 November 06, 2023 829.00 +21.92% [+7.44%] +32.99% +40.57% [+15.78%]
[+12.58%]
8. Updater Services Limited BSE 6,400.00 300.00 October 04, 2023 299.90 -13.72% [-1.76%] +9.05% [+10.80%] 6.77% [+12.92%]
9. Sai Silks (Kalamandir) BSE 12,009.98 222.00 September 27, 2023 230.10 +8.09% [-4.49%] +25.09% [+7.54%] -12.30% [+10.15%]
Limited
10. Rishabh Instruments NSE 4907.83 441.00 September 11, 2023 460.05 +20.12% [-1.53%] +13.24% [+4.87%] +5.94% [+12.49%]
Limited
1. The S&P CNX NIFTY or S&P BSE SENSEX is considered as the Benchmark Index, depending upon the Designated Stock
Exchange.
2. Price is taken from NSE or BSE, depending upon Designated Stock Exchange for the above calculations.
3. The 30th, 90th and 180th calendar day computation includes the listing day. If either of the 30th, 90th or 180th calendar
days is a trading holiday, the previous trading day is considered for the computation. We have taken the issue price to
calculate the % change in closing price as on 30th, 90th and 180th day. We have taken the closing price of the applicable
benchmark index as on the listing day to calculate the % change in closing price of the benchmark as on 30th, 90th and
180th day.
4. Not applicable – Period not completed.
5. A discount of ₹61 per Equity Share was offered to eligible employees bidding in the employee reservation portion.
6. A discount of ₹27 per Equity Share was offered to eligible employees bidding in the employee reservation portion.
7. A discount of ₹ 27 per Equity Share was offered to eligible employees bidding in the employee reservation portion.
Summary statement of price information of past issues
Summary statement of price information of past issues (during the current Financial Year and two Financial Years preceding the
current Financial Year) handled by Motilal Oswal Investment Advisors Limited
No. of IPOs trading at

No. of IPOs trading at No. of IPOs trading at No. of IPOs trading at
Total discount – 180th
Total discount – 30th calendar premium – 30th calendar premium – 180th calendar
Funds calendar days from
Financial No. days from listing days from listing days from listing
Raised listing
Year of
(in ₹ Less Less Less Less
IPO’s Over Between Over Between Over Between Over Between
million) than than than than
50% 25-50% 50% 25-50% 50% 25-50% 50% 25-50%
25% 25% 25% 25%
2024-25 4 67,003.26 - - - 1 - 2 - - - - - -
2023-24 7 62,704.34 - - 2 - 1 4 - - 1 - 2 4
2022-23 3 16,265.81 - - 1 - - 2 - - 2 - - 1
*The information is an on the date of the DRHP.
The information for each of the financial years is based on issues listed during such financial year. Notes: Since 30 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
Data for number of IPOs trading at premium/discount taken at closing price on NSE or BSE on the respective date, depending
upon the designated stock exchange
2. SBI Capital Markets Limited
(i) Price information of past public issues (during the current Fiscal and the two Fiscals immediately preceding the current Financial
Year) handled by SBI Capital Markets Limited:
Opening +/- % change +/- % change +/- % change

Sr.
Issue Size Issue Listing Price on in closing in closing in closing
No Issue Name**
(₹ Mn.) Price (₹) Date Listing price, [+/- % price, [+/- % price, [+/- %
.
Date change in change in change in
410
closing closing closing
benchmark]- benchmark]- benchmark]-
30th calendar 90th calendar 180th calendar
days from days from days from
listing listing listing
International - - -
Gemmological
December
1 Institute (India) 42,250.00 417.00 510.00
20, 2024
Limited#(1)
- - -
One Mobikwik December
2 5,720.00 279.00 440.00
Systems Ltd# 18, 2024
Suraksha - - -
December
3 Diagnostic 8,462.49 441.00 437.00
06, 2024
Limited@
Afcons
November +6.56%
4 Infrastructure 54,300.00 463.00 430.05 - -
04, 2024 [+1.92%]
Limited#
Godavari
October 30, -0.16%
5 Biorefineries 5,547.50 352.00 310.55 - -
2024 [-1.12%]
Limited@
Waaree Energies October 28, +68.05%
6 43,214.40 1,493.00 2,500.00 - -
Limited# 2024 [-0.59%]
Bajaj Housing September + 99.86% + 89.23%
7 65,600.00 70.00 150.00 -
Finance Limited# 16,2024 [-1.29%] [-2.42%]
Ola Electric
August 9, +44.17% -2.11%
8 Mobility 61,455.59 76.00 76.00 -
2024 [+1.99%] [+0.48%]
Limited# (2)
Bansal Wire
July 10, +37.40% +61.17%
9 Industries 7,450.00 256.00 356.00 -
2024 [-0.85%] [+1.94%]
Limited#
Stanley
June 28, +55.96% +31.29% +14.73%
Lifestyles 5,370.24 369.00 499.00
10 2024 [+2.91%] [+7.77%] [-0.71%]
Limited@
Source: www.nseindia.com and www.bseindia.com

Notes:
* The 30th, 90th and 180th calendar day computation includes the listing day. If either of the 30th, 90th or 180th calendar days isa
trading holiday, the previous trading day is considered for the computation. We have taken the issue price to calculate the % change in
closing price as on 30th, 90th and 180th day. We have taken the closing price of the applicable benchmark index as on the listing day to
calculate the % change in closing price of the benchmark as on 30th, 90th and 180th day.
** The information is as on the date of this document.
* The information for each of the financial years is based on issues listed during such financial year.
@ The S&P BSE SENSEX index is considered as the Benchmark Index, BSE being the designated stock exchange
# The Nifty 50 index is considered as the Benchmark Index, NSE being the designated stock exchange
1. Price for eligible employee was Rs 378 per equity share

2. Price for eligible employee was Rs 184.00 per equity share
(ii) Summary statement of price information of past public issues (during the current Fiscal and the two Fiscals immediately preceding
the current Financial Year):
Fin T Tota No. of IPOs trading at No. of IPOs trading at No. of IPOs trading at No. of IPOs trading at
anci ot l discount - 30th calendar premium - 30th calendar discount - 180th calendar premium - 180th
al al amo days from listing days from listing days from listing calendar days from
Yea no unt listing
r . of Ove Betwee Less Ove Betwee Less Ove Betwee Less Ove Betwee Less
of fund r n 25- than r n 25- than r n 25- than r n 25- than
IP s 50% 50% 25% 50% 50% 25% 50% 50% 25% 50% 50% 25%
O raise
s# d
(₹
Mn.)
202 13 3763
4- 00.3 - - 1 5 3 1 - - - 1 1 1
25* 7
411
Fin T Tota No. of IPOs trading at No. of IPOs trading at No. of IPOs trading at No. of IPOs trading at
anci ot l discount - 30th calendar premium - 30th calendar discount - 180th calendar premium - 180th
al al amo days from listing days from listing days from listing calendar days from
Yea no unt listing
r . of Ove Betwee Less Ove Betwee Less Ove Betwee Less Ove Betwee Less
of fund r n 25- than r n 25- than r n 25- than r n 25- than
IP s 50% 50% 25% 50% 50% 25% 50% 50% 25% 50% 50% 25%
O raise
s# d
(₹
Mn.)
202 12 1,32,
3-24 353. - - 6 2 3 1 3 5 2 2
46
202 3 2,28,
1 1 1 1 1 1
2-23 668. - - - - - -
02
* The information is as on the date of this Offer Document.
#
Date of Listing for the issue is used to determine which financial year that particular issue falls into
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 as set forth in the table below:
Sr. No. Name of the BRLMs Website

1. Motilal Oswal Investment Advisors Limited www.motilaloswalgroup.com
2. SBI Capital Markets Limited www.sbicaps.com
Stock market data of the Equity Shares
As the Offer is the initial public offering of the Equity Shares, the Equity Shares are not listed on any stock exchange as on the
date of this Draft Red Herring Prospectus, and accordingly, no stock market data is available for the Equity Shares.
Mechanism for redressal of Investor Grievances
The Registrar Agreement provides for retention of records with the Registrar to the Offer for a minimum period of eight years
from the last date of dispatch of the letters of allotment and demat credit to enable the investors to approach the Registrar to the
Offer for redressal of their grievances.
SEBI, by way of its circular dated March 16, 2021 (“March 2021 Circular”), has identified the need to put in place measures,
in order to manage and handle investor issues arising out of the UPI Mechanism inter alia in relation to delay in receipt of
mandates by Bidders for blocking of funds due to systemic issues faced by Designated Intermediaries/SCSBs and failure to
unblock funds in cases of partial allotment/non allotment within prescribed timelines and procedures. Per the March 2021
Circular, for initial public offerings opening for subscription on or after May 1, 2021, SEBI has prescribed certain mechanisms
to ensure proper management of investor issues arising out of the UPI Mechanism, including (i) identification of a nodal officer
by SCSBs for the UPI Mechanism; (ii) delivery of SMS alerts by SCSBs for blocking and unblocking of UPI Mandate Requests;
(iii) hosting of a web portal by the Sponsor Bank containing statistical details of mandate blocks/unblocks; (iv) limiting the
facility of reinitiating UPI Bids to Syndicate Members to once per Bid; and (v) mandating SCSBs to ensure that the unblock
process for non-allotted/partially allotted applications is completed by the closing hours of one Working Day subsequent to the
finalization of the Basis of Allotment.
Separately, pursuant to the March 2021 Circular, the following compensation mechanism shall be 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 for cancellation /
withdrawn / deleted applications Amount, whichever is higher withdrawal / deletion is placed on the bidding platform of the
Stock Exchanges till the date of actual unblock
Blocking of multiple amounts for the 1. Instantly revoke the blocked funds other than From the date on which multiple amounts were blocked till
same Bid made through the UPI the original application amount; and the date of actual unblock
Mechanism
2. ₹100 per day or 15% per annum of the total
cumulative blocked amount except the original
Bid Amount, whichever is higher
Blocking more amount than the Bid 1. Instantly revoke the difference amount, i.e., the From the date on which the funds to the excess of the Bid
Amount blocked amount less the Bid Amount; and Amount were blocked till the date of actual unblock
412
Scenario Compensation amount Compensation period
2. ₹100 per day or 15% per annum of the

difference amount, whichever is higher
Delayed unblock for non – Allotted/ ₹100 per day or 15% per annum of the Bid From the Working Day subsequent to the finalisation of the
partially Allotted applications Amount, whichever is higher Basis of Allotment till the date of actual unblock
Mechanism

Mechanism

Mechanism
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 post-Offer BRLMs 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.
The agreement between the Registrar to the Offer, our Company and the Promoter Selling Shareholders provide for retention of
records with the Registrar to the Offer for a period of at least eight years from the last date of dispatch of the letters of allotment
and demat credit to enable the investors to approach the Registrar to the Offer for redressal of their grievances.
Bidders can contact the Company Secretary and Compliance Officer and/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 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, Bidders may also write to the BRLMs or the Registrar to the Offer,
in the manner provided below.
All grievances, other than by Anchor Investors, may be addressed to the Registrar to the Offer, with a copy to the relevant
Designated Intermediary, where the Bid cum Application Form was submitted, quoting the full name of the sole or First Bidder,
Bid cum Application Form number, Bidder’s DP ID, Client ID, PAN, address of the Bidder, number of Equity Shares applied
for, date of Bid cum Application Form, name and address of the relevant Designated Intermediary, where the Bid was submitted
and ASBA Account number (for Bidders other than RIIs bidding through the UPI mechanism) in which the amount equivalent
to the Bid Amount was blocked or UPI ID in case of RIIs applying through the UPI mechanism in which the amount equivalent
to the Bid Amount is blocked. Further, the Bidder shall enclose the Acknowledgement Slip or provide the acknowledgement
number received from the Designated Intermediaries in addition to the documents/information mentioned hereinabove. All
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, Bid cum Application Form number, Bidders DP’ ID, Client ID, PAN, date of the Bid cum Application Form,
413
address of the Bidder, number of the Equity Shares applied for, Bid amount paid on submission of the Bid cum Application
Form and the name and address of the BRLMs where the Bid cum Application Form was submitted by the Anchor Investor.
The Company will obtain authentication on the SCORES and shall comply with the SEBI circular (CIR/OIAE/1/2013) dated
April 17, 2013, SEBI circular (CIR/OIAE/1/2014) dated December 18, 2014, and SEBI circular
(SEBI/HO/OIAE/IGRD/CIR/P/2021/642) dated October 14, 2021, in relation to redressal of investor grievances through
SCORES.
In terms of SEBI circular no. 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, as amended pursuant to SEBI circular
SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 and subject to 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 application amount for the
period of such delay in such other manner as may be specified under applicable law.
All grievances relating to Bids submitted with Registered Brokers, may be addressed to the Stock Exchanges, with a copy to the
Registrar to the Offer. Further, Bidders shall also enclose a copy of the Acknowledgment Slip received from the Designated
Intermediaries in addition to the information mentioned hereinabove. Our Company has not received any investor complaint
during the three years preceding the date of this Draft Red Herring Prospectus. There is no investor complaint in relation to our
Company pending as on the date of this Draft Red Herring Prospectus. Our Group Companies are not listed on any stock
exchange.
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 Promoter Selling Shareholders, the BRLMs and the Registrar to the Offer accept no
responsibility for errors, omissions, commission of any acts of the Designated Intermediaries, including any defaults in
complying with its obligations under the SEBI ICDR Regulations. Investors can contact the Compliance Officer or the Registrar
to the Offer in case of any pre- Issue or post- Issue related problems such as non-receipt of letters of Allotment, non-credit of
allotted Equity Shares in the respective beneficiary account, non-receipt of refund intimations and non-receipt of funds by
electronic mode.
Disposal of investor grievances by our Company
Our Company has constituted a Stakeholders Relationship Committee to review and redress the shareholders and investor
grievances such as transfer of Equity Shares, non-recovery of balance payments, declared dividends, approve subdivision,
consolidation, transfer, and issue of duplicate shares. The Promoter Selling Shareholders have authorised the Company Secretary
and Compliance Officer of the Company, and the Registrar to the Offer to redress any complaints received from Bidders in
respect of the Offer for Sale.
Our Company estimates that the average time required by our Company and/or the Registrar to the Offer for the redressal of
routine investor grievances shall be 15 Working Days from the date of 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 appointed Arun Kumar Upadhyay, our Company Secretary, as our Compliance Officer. For details, please
see the section entitled “General Information” on page 77.
Further, our Board has constituted the Stakeholders Relationship Committee which is responsible for redressal of grievances of
the security holders of our Company. For further information, please see the section entitled “Our Management – Corporate
Governance” on page 251.
Disposal of investor grievances by listed Group Companies and Subsidiaries
As on the date of this Draft Red Herring Prospectus, our Group Companies are not listed on any stock exchange, and therefore
there are no investor complaints pending against them. Further, as on the date of this Draft Red Herring Prospectus, our Company
does not have a listed subsidiary.
Exemption from complying with any provisions of securities laws, if any, granted by SEBI
414
Our Company had filed an application dated November 12, 2024 and December 28, 2024 with SEBI under Regulation 300(1)(c)
of the SEBI ICDR Regulations, requesting for relaxation of the strict enforcement of the provisions of the SEBI ICDR
Regulations with respect to identifying and disclosing, (a) S.C Jain, brother of the spouse of one of our Promoters, Bina Jain,
and (b) A.K. Jain, brother of the spouse of one of our Promoters, Bina Jain, and (c) Neeti Jatia, daughter of one of our Promoters,
Bina Jain, and sister of our Promoters, Rajeev Jain and Nitin Jain, (d) Shivani Gupta, sister in law of one of our Promoters, Nitin
Jain and (e) Deepali Didwania, sister in law of one of our Promoters, Nitin Jain, and body corporates/entities and HUFs in which
the aforementioned individual holds 20% or more of the equity share capital, as members of Promoter Group, and from disclosing
information and confirmations regarding, and from, such natural person(s) and entities, as required under the SEBI ICDR
Regulations (“Exemption Applications”). The Exemption Applications are pending as on date of filing of this Draft Red Herring
Prospectus with SEBI. Since our Company has not been able to procure relevant information, from, and in relation to, the Related
Individual and Connected Persons, and to comply with the provisions of the SEBI ICDR Regulations, the disclosures in relation
to the Related Individual in this Draft Red Herring Prospectus have been included to the best of our Company’s knowledge and
Investors (accessible at https://www.watchoutinvestors.com/); (ii) CIBIL (accessible at https://suit.cibil.com/), (iii) BSE Limited
(list of debarred entities accessible at https://www.bseindia.com/investors/debent.aspx); and (iv) National Stock Exchange of
India Limited (accessible at https://www.nseindia.com/regulations/member-sebi-debarred-entities), on a ‘name search’ basis.
For details, please see ‘Risk Factors - 11. Some of the members of our Promoter Group have not consented to the inclusion of,
nor have they provided, information or any confirmations or undertakings pertaining to themselves or the entities in which they
hold interest, which are required to be disclosed in relation to Promoter Group under the SEBI ICDR Regulations in this Draft
Red Herring Prospectus. The disclosures relating to these members of the Promoter Group has been included in this Draft Red
Herring Prospectus based on information available in public domain. Accordingly, we cannot assure you that the disclosures
relating to such members of our Promoter Group are accurate, complete, or updated. Further, details in relation to Connected
Persons which may qualify as a member of our Promoter Group have not been disclosed in this Draft Red Herring Prospectus.
In connection with the Offer, the Company is required to identify persons and entities, in accordance with the requirements of
Regulation 2(1)(pp) of the SEBI ICDR Regulations, as members of the ‘promoter group’ of the Company, on page 36.
Other confirmations
No person connected with the Offer, including but not limited to our Company, the BRLMs, the Syndicate Members, the
Promoters, 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.
415
SECTION VII – OFFER RELATED INFORMATION
TERMS OF THE OFFER
The Equity Shares being issued, offered and Allotted pursuant to the Offer shall be subject to the provisions of the Companies
Act, SEBI ICDR Regulations, SCRA, SCRR, the MoA, AoA, SEBI Listing Regulations, the terms of the Red Herring Prospectus,
the Prospectus, the abridged prospectus, Bid cum Application Form, the Revision Form, the CAN/Allotment Advice and other
terms and conditions as may be incorporated in Allotment Advices and other documents/certificates that may be executed in
respect of the Offer. 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 the SEBI, the Government of India, the Stock Exchanges, the RoC and/or any
other authorities while granting its approval for the Offer.
The Offer
The Offer comprises of a Fresh Issue and an Offer for Sale by the Promoter Selling Shareholders. The expenses for the Offer
shall be shared amongst our Company and the Promoter Selling Shareholders in the manner specified in “Objects of the Offer –
Offer Expenses” on page 119.
Ranking of the Equity Shares
The Equity Shares being Allotted pursuant to the Offer shall be subject to the provisions of the Companies Act, 2013, our
Memorandum of Association and our Articles of Association and shall rank pari passu in all respects with the existing Equity
Shares, including in respect of the right to receive dividend and voting. The Allottees, upon Allotment of Equity Shares under
the Offer, will be entitled to dividend and other corporate benefits, if any, declared by our Company after the date of Allotment.
For further details, see “Description of Equity Shares and Terms of the Articles of Association” beginning on page 446.
Mode of payment of dividend
Our Company shall pay dividends, if declared, to the Shareholders in accordance with the provisions of the Companies Act,
2013, the Memorandum and Articles of Association, dividend distribution policy of our Company and provisions of the SEBI
Listing Regulations 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, 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 details, in relation to dividends, see “Dividend Policy”
and “Description of Equity Shares and Terms of Articles of Association” beginning on pages 270 and 446, respectively.
Face Value, Offer Price and Price Band
The face value of each Equity Share is ₹ 1 and the Offer Price at the lower end of the Price Band is ₹ [●] per Equity Share
(“Floor Price”) and at the higher end of the Price Band is ₹ [●] per Equity Share (“Cap Price”). The Anchor Investor Offer
Price is ₹ [●] per Equity Share.
The Price Band and the minimum Bid Lot for the Offer will be decided by our Company, in consultation with the BRLMs, and
published and advertised in [●] editions of [●] (a widely circulated English national daily newspaper), and [●] editions of [●] (a
widely circulated Hindi national daily newspaper, Hindi also being the regional language of New Delhi, where our Registered
Office is situated), at least two Working Days prior to the Bid/ Offer Opening Date, along 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
the same on their websites. The Price Band, along with the relevant financial ratios calculated at the Floor Price and at the Cap
Price, shall be pre-filled in the Bid cum Application Forms available on the respective websites of the Stock Exchanges. The
Offer Price shall be determined by our Company, in consultation with the Book Running Lead Managers, after the Bid/Offer
Closing Date.
At any given point of time, there shall be only one denomination for the Equity Shares.
Compliance with disclosure and accounting norms
Our Company shall comply with all disclosure and accounting norms as specified by SEBI from time to time.
Rights of the Equity Shareholders
Subject to applicable laws, rules, regulations and guidelines and the Articles of Association, our equity Shareholders shall have
the following rights:
416
 Right to receive dividends, if declared;
 Right to attend general meetings and exercise voting rights, unless prohibited by law;
 Right to vote on a poll either in person or by proxy, or ‘e-voting’ in accordance with the provisions of the Companies Act;
 Right to receive offers for rights shares and be allotted bonus shares, if announced;
 Right to receive any surplus on liquidation, subject to any statutory and other preferential claim being satisfied;
 Right of free transferability, subject to applicable laws including any RBI rules and regulations and foreign exchange
regulations; and
 Such other rights, as may be available to a Shareholder of a listed public company under the Companies Act 2013, the terms
of the SEBI Listing Regulations and the Memorandum and Articles of Association of our Company.
For a detailed description of the main provisions of the Articles of Association of our Company relating to voting rights, dividend,
forfeiture and lien, transfer, transmission and/or consolidation/splitting, see “Description of Equity Shares and Terms of Articles
of Association” on page 446.
Allotment only in dematerialised form
Pursuant to Section 29 of the Companies Act, 2013 the Equity Shares shall be allotted only in dematerialized form. Bidders will
not have the option of Allotment of the Equity Shares in physical form. As per the SEBI ICDR Regulations, the trading of the
Equity Shares shall only be in dematerialised form on the Stock Exchanges.
In this context, our Company has entered into the following agreements with the respective Depositories and Registrar to the
Offer:
 Tripartite Agreement dated December 24, 2024, among CDSL, our Company and the Registrar to the Offer
 Tripartite Agreement dated December 24, 2024, among NSDL, our Company and the Registrar to the Offer
Market Lot and Trading Lot
Since trading of the Equity Shares on the Stock Exchanges shall only be in dematerialized/electronic form, the tradable lot is one
Equity Share. Allotment in this Offer will be only in dematerialized/electronic form in multiples of one Equity Share subject to
a minimum Allotment of [●] Equity Shares. For further details, see “Offer Procedure” beginning on page 425.
Joint Holders
Subject to the provisions of the Articles of Association, where two or more persons are registered as the holders of any Equity
Shares, they shall be deemed to hold such Equity Shares as joint tenants with benefits of survivorship.
Jurisdiction
The courts of Delhi, India will have exclusive jurisdiction in relation to this Offer.
Period of operation of subscription list
See “Bid/Offer Period” on page 418.
Nomination facility to Investors
In accordance with Section 72 of the Companies Act, 2013, read with the Companies (Share Capital and Debentures) Rules,
2014, 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 to the exclusion of all other persons, unless the nomination is varied or cancelled in the prescribed manner. 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 such person would be entitled if they were the registered holder of the Equity Share(s). 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. 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 nominating
any other person in place of the present nominee by the holder of the Equity Shares who has made the nomination by giving a
417
notice of such cancellation. 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 and Corporate Office or to the registrar and transfer
agents of our Company.
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, elect either:
a. to register himself or herself as the holder of the Equity Shares; or
b. to make such transfer of the Equity Shares, as the deceased holder could have made.
Further, the Board 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 days, the Board may thereafter withhold
payment of all dividends, interests, bonuses or other monies payable in respect of the Equity Shares, until the requirements of
the notice have been complied with.
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.
Our Company shall comply with such disclosure and accounting norms as may be specified by SEBI from time to time.
A.Z Bid/Offer Period
BID/OFFER OPENS ON [●](1)

BID/OFFER CLOSES ON [●](2)#
1. Our Company and Promoter Selling Shareholders, in consultation with the BRLMs, may consider participation by Anchor
Investors in accordance with SEBI ICDR Regulations. The Anchor Investor Bid/Offer Period shall be one Working Day prior
to the Bid/Offer Opening Date in accordance with the SEBI ICDR Regulations
2. Our Company and Promoter Selling Shareholders, 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.
# UPI mandate end time and date shall be at 5:00pm on Bid/Offer Closing Date, i.e., on [●]
An indicative timeline in respect of the Offer is set out below:
Event Indicative Date

Finalisation of Basis of Allotment with the Designated Stock Exchange On or about [●]
Initiation of refunds (if any, for Anchor Investors)/unblocking of funds On or about [●]
from ASBA Account*
Credit of Equity Shares to demat accounts of Allottees On or about [●]
Commencement of trading of the Equity Shares on the Stock Exchanges On or about [●]
* In case of (i) 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 for cancelled/ withdrawn/ deleted ASBA Forms, the
Bidder shall be compensated at a uniform rate of ₹100 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 the Stock Exchanges bidding platform until the
date on which the amounts are unblocked (ii) any blocking of multiple amounts for the same ASBA Form (for amounts blocked
through the UPI Mechanism), the Bidder shall be compensated at a uniform rate ₹100 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 ₹100 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 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, whichever is higher for the entire duration of delay exceeding
two Working Days from the Bid/Offer Closing Date by the SCSB 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.
The Bidder shall be compensated in the manner specified in the SEBI master circular no. SEBI/HO/CFD/PoD-
2/P/CIR/2023/00094 dated June 21, 2023, and the SEBI circular no. SEBI/HO/CFD/DIL1/CIR/P/2021/47 dated March 31, 2021
and 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, 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 for
applications made by UPI Bidders using the UPI Mechanism 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/P/CIR/2021/570 dated June
418
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.
The above timetable, other than the Bid/Offer Closing Date, is indicative and does not constitute any obligation or liability
on our Company, any of the Promoter Selling Shareholders or the members of the Syndicate.
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 Exchanges are taken within three Working Days from the Bid/Offer
Closing Date or such other time as prescribed by SEBI, the timetable may be extended due to various factors, such as extension
of the Bid/ Offer Period by our Company, in consultation with the BRLMs, revision of the Price Band by our Company in
consultation with the BRLMs, or any delay in receiving the final listing and trading approval from the Stock Exchanges. The
commencement of trading of the Equity Shares will be entirely at the discretion of the Stock Exchanges and in accordance with
the applicable laws. Each Promoter Selling Shareholder confirms that it shall extend such reasonable support and co-operation
as may be required under Applicable Law or requested by our Company and/or the BRLMs, in relation to it and its respective
portion of the Offered Shares.
The Registrar to the Offer shall submit the details of cancelled/ withdrawn/ deleted applications to the SCSBs on a daily
basis within 60 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 SCSBs shall unblock such applications by the closing hours of the
Working Day and submit the confirmation to the BRLMs and the Registrar to the Offer on a daily basis in accordance
with the SEBI RTA Master Circular.
In terms of the UPI Circulars, in relation to the Offer, the Book Running Lead Managers will be required to submit reports of
compliance with timelines and activities prescribed by SEBI in connection with the allotment and listing procedure within three
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.
Submission of Bids (other than Bids from Anchor Investors):
Bid/Offer Period (except the Bid/Offer Closing Date)

Submission and Revision in Bids Only between 10.00 a.m. and 5.00 p.m. Indian Standard
Time (“IST”)
Bid/Offer Closing Date*
Submission and Revision in Bids Only between 10.00 a.m. and 3.00 p.m. IST
Submission of Electronic Applications (Online ASBA through Only between 10.00 a.m. and up to 5.00 p.m. IST
3-in-1 accounts)–For Retail Individual Bidders
Submission of Electronic Applications (Bank ASBA through Only between 10.00 a.m. and up to 4.00 p.m. IST
Online channels like Internet Banking, Mobile Banking and
Syndicate UPI ASBA applications where Bid Amount is up to
₹500,000)
Submission of Electronic Applications (Syndicate Non-Retail, Only between 10.00 a.m. and up to 3.00 p.m. IST
Non-Individual Applications)
Submission of Physical Applications (Bank ASBA) Only between 10.00 a.m. and up to 1.00 p.m. IST
Submission of Physical Applications (Syndicate Non-Retail, Only between 10.00 a.m. and up to 12.00 p.m. IST
Non-Individual Applications of QIBs and NIIs where Bid
Amount is more than ₹500,000)
Modification/ Revision/cancellation of Bids
Upward Revision of Bids by QIBs and Non-Institutional Only between 10.00 a.m. and up to 5.00 p.m. IST on Bid/
Investors categories# Offer Closing Date
Upward or downward Revision of Bids or cancellation of Bids Only between 10.00 a.m. and up to 5.00 p.m. on Bid/ Offer
by RIIs Closing Date
**UPI mandate end time and date shall be at 5:00 p.m. on Bid/ Offer Closing Date.
#
QIBs and Non-Institutional Bidders can neither revise their bids downwards nor cancel/withdraw their bids.
On the Bid/ Offer Closing Date, Bids shall be uploaded until:
a) 4.00 p.m. IST in case of Bids by QIBs and Non-Institutional Bidders, and
b) 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.
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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 Stock Exchanges, after closure of the time for uploading Bids.
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, Bidders are advised to submit their
Bids one day prior to the Bid/ Offer Closing Date. Any time mentioned in this Draft Red Herring Prospectus is IST. Bidders are
cautioned that, in the event a large number of Bids are received on the Bid/ Offer Closing Date, 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 and
any revision in Bids will be accepted only during Working Days during the Bid/ Offer Period. Bidders may please note that as
per letter no. List/SMD/SM/2006 dated July 3, 2006, and letter no. NSE/IPO/25101-6 dated July 6, 2006, issued by BSE and
NSE, respectively, Bids and any revision in Bids shall not be accepted on Saturdays, Sundays and public holidays as declared
by the Stock Exchanges. 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, any Promoter Selling Shareholders 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. 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.
Our Company, in consultation with the BRLMs, reserve the right to revise the Price Band during the Bid/ Offer Period in
accordance with the SEBI ICDR Regulations. The revision in the Price Band shall not exceed 20% on either side, i.e. the Floor
Price can move up or down to the extent of 20% of the Floor Price and the Cap Price will be revised accordingly. In all
circumstances, the Cap Price shall be at least 105% of the Floor Price and less than or equal to 120% of the Floor Price. The
Floor Price will not be less than the face value of the Equity Shares.
In case of revision in the Price Band, the Bid/Offer Period shall be extended for at least three additional Working Days
after such revision, subject to the Bid/Offer Period not exceeding 10 Working Days. In cases of force majeure, banking
strike or similar circumstances, our Company and Promoter Selling Shareholders, in consultation with the BRLMs, for
reasons to be recorded in writing, extend the Bid/Offer Period for a minimum of three Working Days, subject to the Bid/
Offer Period not exceeding 10 Working Days. Any revision in Price Band, and the revised Bid/Offer Period, if applicable,
shall be widely disseminated by notification to the Stock Exchanges, by issuing a press release and also by indicating the
change on the terminals of the Syndicate Members and by intimation to the Designated Intermediaries and the Sponsor
Bank(s), as applicable. In case of revision of Price Band, the Bid Lot shall remain the same.
In case of discrepancy in data entered in the electronic book vis-a-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 may be taken as the final data for the purpose
of Allotment.
Minimum Subscription
If (i) our Company does not make the minimum Allotment in the Offer as specified under Rule 19(2)(b) of the SCRR or does
not achieve the minimum subscription of 90% of the Fresh Issue on the Bid/ Offer Closing Date; or (ii) subscription level falls
below the aforesaid minimum subscription after the Bid/ Offer Closing Date due to withdrawal of Bids, or after technical
rejections, or any other reason; or (iii) in case of devolvement of Underwriting, aforesaid minimum subscription is not received
within 60 days from the date of Bid/ Offer Closing Date; or (iv) if the listing or trading permission is not obtained from the Stock
Exchanges for the Equity Shares in the Offer, each of the Promoter Selling Shareholders, to the extent of its portion of the Offered
Shares and our Company shall forthwith refund the entire subscription amount in accordance with applicable law. If there is a
delay beyond four days, our Company, and every Director of our Company, who are officers in default, shall pay interest at the
rate of 15% per annum in accordance with the SEBI ICDR Regulations and any other applicable law. Each of the Promoter
Selling Shareholders shall reimburse, in proportion to its respective portion of the Offered Shares, any expenses and interest
incurred by our Company on behalf of such Promoter Selling Shareholder for any delays in making refunds as required under
the Companies Act and any other applicable law, provided that none of the Promoter Selling Shareholders shall be responsible
or liable for payment of such interest, unless such delay is solely and directly attributable to an act or omission of the respective
Promoter Selling Shareholder in relation to its respective portion of the Offered Shares. All refunds made, interest borne, and
expenses incurred (with regard to payment of refunds) by our Company on behalf of any of such Promoter Selling Shareholders
will be adjusted or reimbursed by such Promoter Selling Shareholder (only to the extent of its respective portion of the Offered
Shares), to our Company as agreed among our Company and each of the Promoter Selling Shareholders in writing, in accordance
with Applicable Law.
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The requirement for minimum subscription is not applicable for the Offer for Sale.
In the event of under-subscription in the Offer, subject to receiving minimum subscription for 90% of the Fresh Issue and in
compliance with Rule 19(2)(b) of the SCRR, the Allotment for the valid Bids will be made in the first instance towards
subscription for 100% of the Fresh Issue. If there remain any balance valid Bids in the Offer, the Allotment for the balance valid
Bids will be made towards Equity Shares offered by the Promoter Selling Shareholder in such manner as specified in the Offer
Agreement.
Further our Company shall ensure that the number of prospective Allottees to whom the Equity Shares will be allotted shall not
be less than 1,000 in compliance with Regulation 49(1) of the SEBI ICDR Regulations, failing which the entire application
money shall be unblocked in the respective ASBA Accounts of the Bidders. In case of delay, if any, in unblocking the ASBA
Accounts within such timeline as prescribed under applicable laws, our Company shall be liable to pay interest on the application
money in accordance with applicable laws.
Arrangements for Disposal of Odd Lots
There are no arrangements for disposal of odd lots since our Equity Shares will be traded in dematerialised form only and market
lot for our Equity Shares will be one Equity Share.
New Financial Instruments
Our Company is not issuing any new financial instruments through this Offer.
Withdrawal of the Offer
The Offer shall be withdrawn in the event the requirement of the minimum subscription as prescribed under Regulation 45 of
the SEBI ICDR Regulations is not fulfilled. Our Company, in consultation with the Book Running Lead Managers, reserve the
right not to proceed with the Fresh Issue and each of the Promoter Selling Shareholders, reserve the right not to proceed with the
Offer for Sale, in whole or in part thereof, to the extent of its respective portion of the Offered Shares, after the Bid/ Offer
Opening Date but before Allotment. In such an event, our Company would issue a public notice in the newspapers in which the
pre-Offer advertisements were published, within 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 Book Running Lead Managers, through the Registrar to the Offer, shall notify the SCSBs
and the Sponsor Bank(s), to unblock the bank accounts of the ASBA Bidders within 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. The
notice of withdrawal will be issued in the same newspapers where the pre-Offer advertisements have appeared, and the Stock
Exchanges will also be informed promptly. If our Company, in consultation with the Book Running Lead Managers withdraws
the Offer after the Bid/ Offer Closing Date and thereafter determine that our Company will proceed with an issue of the Equity
Shares, our Company shall file a fresh draft red herring prospectus with SEBI. Notwithstanding the foregoing, the Offer is also
subject to (i) the filing of the Prospectus with the RoC; and (ii) obtaining the final listing and trading approvals of the Stock
Exchanges, which our Company shall apply for after Allotment.
Restrictions, if any on transfer and transmission of Equity Shares
Except for lock-in of the pre-Offer capital of our Company, lock-in of the Promoters’ minimum contribution under the SEBI
ICDR Regulations and the Anchor Investor lock-in as provided in “Capital Structure” on page 85 and except as provided under
the Articles of Association, there are no restrictions on transfer of the Equity Shares. Further, there are no restrictions on
transmission of any shares of our Company and on their consolidation or splitting, except as provided in the Articles of
Association. For details, see “Description of Equity Shares and Terms of Articles of Association” beginning on page 446.
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OFFER STRUCTURE
Offer of up to [●] Equity Shares of face value of ₹ 1 each for cash at a price of ₹ [●] per Equity Share (including a premium of
₹[●] per Equity Share) aggregating to ₹ [●] comprising of a Fresh Issue of up [●] Equity Shares of face value of ₹ 1 each
aggregating up to ₹ 2,373.80 million and offer for sale of up to 9,300,000 equity shares of face value ₹ 1 each aggregating up to
₹ [●] million by the Promoter Selling Shareholders. For details, see “The Offer” beginning on page 69.
Our Company, in consultation with the BRLMs, may consider a Pre-IPO Placement of specified securities, as may be permitted
the RoC. The Pre-IPO Placement, if undertaken, will be at a price to be decided by our Company, in consultation with the
BRLMs. If the Pre-IPO Placement is completed, the amount raised pursuant to the Pre-IPO Placement will be reduced from the
Fresh Issue, subject to compliance with Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as amended. The
Pre-IPO Placement, if undertaken, shall not exceed 20% of the size of the Fresh Issue. Prior to the completion of the Offer, our
Company shall appropriately intimate the subscribers to the Pre-IPO Placement, prior to allotment pursuant to the Pre-IPO
Placement, that there is no guarantee that our Company may proceed with the Offer or the Offer may be successful and will
result into listing of the Equity Shares on the Stock Exchanges. Further, relevant disclosures in relation to such intimation to the
subscribers to the Pre-IPO Placement (if undertaken) shall be appropriately made in the relevant sections of the Red Herring
Particulars QIBs Non-Institutional Bidders Retail Individual

Bidders
Number of Equity Not more than [●] Equity Shares Not less than [●] Equity Shares Not less than [●] Equity
Shares available for available for allocation or Offer Shares available for
Allotment/allocation (2) less allocation to QIB Bidders allocation or Offer less
and Retail Individual Bidders allocation to QIB Bidders
and Non-Institutional
Bidders
Percentage of Offer size Not more than 50% of the Offer Not less than 15% of the Offer Not less than 35% of the
available for shall be available for allocation to or the Offer less allocation to Offer or the Offer less
Allotment/allocation QIBs. QIBs and Retail Individual allocation to QIBs and
Bidders will be available for Non-Institutional Bidders
However, upto 5% of the Net QIB allocation will be available for
Portion (excluding the Anchor allocation
Investor Portion) shall be
available for allocation
proportionately to Mutual Funds
only. Mutual Funds participating
in the Mutual Fund Portion will
also be eligible for allocation in
the remaining balance QIB
Portion (excluding the Anchor
Investor Portion). The
unsubscribed portion in the
Mutual Fund Portion will be
available for allocation to other
QIBs
Basis of Proportionate as follows The allotment to each Non- Allotment to each Retail
Allotment/allocation if (excluding the Anchor Investor Institutional Bidders shall not Individual Bidder shall not
respective category is Portion): be less than the minimum be less than the minimum
oversubscribed* (a) up to [●] Equity Shares shall application size, subject to Bid lot, subject to
be available for allocation on a availability of Equity Shares in availability of Equity
proportionate basis to Mutual the Non-Institutional Portion Shares in the Retail
Funds only; and (b) [●] Equity and the remaining available Portion and the remaining
Shares shall be available for Equity Shares if any, shall be available Equity Shares if
allocation on a proportionate Allotted on a proportionate any, shall be allotted on a
basis to all QIBs, including basis, in accordance with the proportionate basis. For
Mutual Funds receiving conditions specified in the details see, “Offer
allocation as per (a) above. SEBI ICDR Regulations Procedure” on page 425.
Up to 60% of the QIB Portion (of subject to:
up to [●] Equity Shares) may be
allocated on a discretionary basis a. one third of the portion
to Anchor Investors of which one- available to Non-
third shall be available for Institutional Bidders being
allocation to Mutual Funds only, [●] Equity Shares are
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Bidders
subject to valid Bid received from reserved for Bidders
Mutual Funds at or above the Biddings more than ₹
Anchor Investor Allocation Price 200,000 and up to
₹1,000,000
b. two third of the portion
available to Non-
Institutional Bidders being
[●] Equity Shares are
reserved for Bidders
Bidding more than
₹1,000,000 .
Provided that the unsubscribed
portion in either of the
categories specified in (a) or (b)
above, may be allocated to
Bidders in the other category.
Minimum Bid Such number of Equity Shares Such number of Equity Shares [●] Equity Shares and in
and in multiples of [●] Equity and in multiples of [●] Equity multiples of [●] Equity
Shares so that the Bid Amount Shares so that the Bid Amount Shares
exceeds ₹200,000 exceeds ₹200,000
Maximum Bid Such number of Equity Shares in Such number of Equity Shares Such number of Equity
multiples of [●] Equity Shares so in multiples of [●] Equity Shares in multiples of [●]
that the Bid does not exceed the Shares so that the Bid does not Equity Shares so that the
size of the Offer (excluding the exceed the size of the Offer Bid Amount does not
Anchor portion), subject to (excluding the QIB Portion), exceed ₹200,000
applicable limits. subject to applicable limits
Mode of Allotment Compulsory in dematerialized form
Bid Lot [●] Equity Shares and in multiples of [●] Equity Shares thereafter
Allotment Lot [●] Equity Shares and in multiples [●] Equity Shares and in [●] Equity Shares and in
of one Equity Share thereafter multiples of one Equity Share multiples of one Equity
thereafter subject to availability Share
in the Non-Institutional Portion thereafter subject to
availability in the
Retail Portion
Trading Lot One Equity Share
Who can apply(3)(4) Public financial institutions as Resident Indian individuals, Resident Indian
specified in Section 2(72) of the Eligible NRIs on a non- individuals, Eligible NRIs
Companies Act 2013, scheduled repatriable basis, HUFs (in the and HUFs (in the name of
commercial banks, mutual funds name of Karta), companies, Karta) applying for Equity
registered with SEBI, FPIs (other corporate bodies, scientific Shares such that the Bid
than individuals, corporate bodies institutions, societies, trusts amount does not exceed ₹
and family offices), VCFs, AIFs, and FPIs who are individuals, 200,000 in value.
state industrial development corporate bodies and family
corporation, insurance company offices which are recategorized
registered with IRDAI, provident as category II FPIs and
fund with minimum corpus of registered with SEBI
₹250.00 million, pension fund
with minimum corpus of ₹250.00
million National Investment Fund
set up by the Government,
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
Terms of Payment In case of Anchor Investors:
Mode of Bidding Full Bid Amount shall be payable by the Anchor Investors at the time of submission of their Bids
In case of all other Bidders:
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Bidders
Full Bid Amount shall be blocked by the SCSBs in the bank account of the Bidders, or by the
Sponsor Bank(s) through the UPI Mechanism (other than Anchor Investors) that is specified in
the Bid cum Application Form at the time of the submission of the Bid cum Application Form
*Assuming full subscription in the Offer
^ 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. Further SEBI vide its circular no.
SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022, has mandated that ASBA applications in public issues 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.
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OFFER PROCEDURE
All Bidders should 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 may 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 making refunds;
(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. Pursuant to its circular
SEBI/HO/CFD/DIL2/P/CIR/P/2022/45 dated April 5, 2022; the SEBI has increased the UPI limit from ₹ 200,000 to ₹ 500,000
for all the individual investors applying in public issues.
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 Offers, 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 until further notice. The final reduced timeline of T+3 days for
the UPI Mechanism for applications by UPI Bidders (“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/2023/140 dated August 9, 2023 and made effective on a
voluntary basis for all Offers opening on or after September 1, 2023 and on a mandatory basis for all Offers opening on or after
December 1, 2023.The Offer will be undertaken pursuant to the processes and procedures under UPI Phase III on a mandatory
basis, subject to any circulars, clarification or notification Offered by the SEBI from time to time. 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, 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 and SEBI circular no.
SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 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 aforementioned circulars (excluding SEBI circular no. SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9,
2023) to the extent relevant for RTAs, and rescinded these circulars (excluding SEBI circular no.
SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023) to extent applicable to RTAs. The provisions of these circulars are
deemed to form part of this Draft Red Herring Prospectus. 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 (opening on or after
May 1, 2022) whose application sizes are up to ₹500,000 shall use the UPI Mechanism. This circular has come into force for
initial public offers opening on or after May 1, 2022, and the provisions of these circular are deemed to form part of this Draft
Pursuant to SEBI circular no. SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023, the board of directors of the SEBI,
have approved the proposal to reduce the time period for listing of equity shares pursuant to a public Offer from six Working
Days to three Working Days. The above timeline will be applicable on a voluntary basis for public Offers opening on or after
September 1, 2023, and on a mandatory basis for public offers opening on or after December 1, 2023. Therefore, the time period
for listing of equity shares pursuant to this Offer will be undertaken mandatorily on T+3 basis.
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 by the Registrar along with the
SCSBs only after application monies are blocked in the bank accounts of investors (all categories). Accordingly, Stock Exchanges
shall, for all categories of investors and other reserved categories and also for all modes through which the applications are
425
processed, accept the ASBA applications in their electronic book building platform only with a mandatory confirmation on the
application monies blocked.
In terms of Regulation 23(5) and Regulation 52 of SEBI ICDR Regulations, the timelines and processes mentioned in SEBI
circular no. SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 8, 2019, shall continue to form part of the agreements being
signed between the intermediaries involved in the public issuance process and lead managers shall continue to coordinate with
intermediaries involved in the said process. 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 application amount for the entire duration of delay
exceeding four Working Days from the Bid/ Offer Closing Date by the intermediary responsible for causing such delay in
unblocking.
Our Company, the Promoter Selling Shareholders and the BRLMs do not accept any responsibility for the completeness and
accuracy of the information stated in this section and the General Information Document and are not liable for any amendment,
modification or change in the applicable law which may occur after the date of the Red Herring Prospectus. Bidders are 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 the Red Herring Prospectus and the Prospectus.
Further, our Company, the Promoter Selling Shareholders and the BRLMs and the members of the Syndicate are not liable for
any adverse occurrences consequent to the implementation of the UPI Mechanism for application in this Offer.
A.Z Book Building Procedure
The Offer is being made in terms of Rule 19(2)(b) of the SCRR read with Regulation 31 of the SEBI ICDR Regulations, 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 and Promoter Selling Shareholders, in
consultation with 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, not less than 15%
of the Offer shall be available for allocation on a proportionate basis to 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. The Equity Shares available for allocation to Non-Institutional Bidders
under the Non-Institutional Portion, shall be subject to the following: (i) one-third of the portion available to Non-Institutional
Bidders shall be reserved for Bidders with an application size of more than ₹200,000 and up to ₹1,000,000, and (ii) two-third of
the portion available to Non-Institutional Bidders shall be reserved for Bidders with application size of more than ₹1,000,000 ,
provided that the unsubscribed portion in either of the aforementioned sub-categories may be allocated to Bidders in the other
sub-category of Non-Institutional Bidders.
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 and Promoter Selling Shareholder, in
consultation with the BRLMs the Designated Stock Exchange subject to receipt of valid Bids received at or above the Offer
Price. Under-subscription, 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.
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 dematerialized 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 RIBs 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, and September 17, 2021, read with CBDT circular no.7 of 2022, dated March 30,
2022, read with press release dated March 28, 2023.
Phased implementation of Unified Payments Interface
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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 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 Offers opening on or after September 1, 2023, and on
a mandatory basis for all Offers 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
Offer closure to listing has been reduced to three Working Days.
The Offer is made under UPI Phase III of the UPI Circular on mandatory basis. The same shall be advertised in [●] editions of
[●] (a widely circulated English national daily newspaper), and [●] editions of [●] (a widely circulated Hindi national daily
newspaper, Hindi also being the regional language of New Delhi, where our Registered Office is situated), each with wide
circulation on or prior to the Bid/Offer Opening Date and such advertisement shall also be made available to the Stock Exchanges
for the purpose of uploading on their websites.
All SCSBs offering the facility of making application in public Offers shall also provide facility to make application using UPI.
Our 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.
Pursuant to 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 BRLMs will be required to compensate the concerned
investor.
The processing fees for application made by UPI Bidders using the UPI mechanism may be released to the remitter banks
(SCSBs) only after such banks make an application to the BRLMs with a copy to the Registrar, and such application shall be
made only after (i) unblocking of application amounts in the bank accounts 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 in accordance with
SEBI circular (SEBI/HO/CFD/DIL2/CIR/P/2022/51) dated April 20, 2022.
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 and Corporate 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 at the office of with the BRLMs.
All Bidders (other than Anchor Investors) shall mandatorily participate in the Offer only through the ASBA process.
427
UPI Bidders bidding using the UPI Mechanism must provide the valid UPI ID in the relevant space provided in the Bid cum
Application Form and the Bid cum Application Form that does not contain the UPI ID are liable to be rejected.
Anchor Investors are not permitted to participate in the Offer through the ASBA process. The RIBs can additionally Bid through
the UPI Mechanism. RIBs bidding using the UPI Mechanism must provide the valid UPI ID in the relevant space provided in
the Bid cum Application Form and the Bid cum Application Form that does not contain the UPI ID are liable to be rejected.
Retail Individual Investors Bidding using the UPI Mechanism may also apply through the SCSBs and mobile applications using
the UPI handles as provided on the website of SEBI ASBA Bidders (other than Retail Individual Investors using UPI Mechanism)
must provide bank account details and authorisation to block funds in their respective ASBA Accounts in the relevant space
provided in the ASBA Form and the ASBA Forms that do not contain such details are liable to be rejected or the UPI ID, as
applicable, in the relevant space provided in the ASBA Form.
ASBA Bidders shall ensure that the Bids are made on 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. RIBs using UPI Mechanism, may submit their ASBA Forms, including details of their UPI IDs, with
the Syndicate, Sub-Syndicate members, Registered Brokers, RTAs or CDPs. RIBs authorising an SCSB to block the Bid Amount
in the ASBA Account. RIBs may also submit their ASBA Forms with the SCSBs (except RIBs using the UPI Mechanism).
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 Bank, as applicable at the time of submitting the Bid. In order to ensure
timely information to Bidders, SCSBs are required to send SMS alerts to investors intimating them about Bid Amounts blocked/
unblocked.
The Sponsor Bank 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 UPI handles,
down-time/network latency (if any) across intermediaries and any such processes having an impact/bearing on the Offer Bidding
process. 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 non-repatriation basis
Non-Residents including Eligible NRIs, their sub-accounts (other than sub-accounts which are
foreign corporates or foreign individuals under the QIB Portion), FVCIs, FPIs and registered bilateral [●]
and multilateral development financial institutions applying on a non-repatriation basis
Anchor Investors [●]
*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 Bank on a continuous basis to enable the Sponsor Bank to initiate UPI Mandate Request to
UPI Bidders for blocking of funds. 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.
The Sponsor Bank 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 Issue 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, as amended pursuant to SEBI circular no.
SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021. For all pending UPI Mandate Requests, the Sponsor Bank 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
428
the Bid/Issue Closing Date (“Cut-Off Time”). Accordingly, UPI Bidders Bidding using 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 Bank 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 Bank 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 Bank 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.
Pursuant to NSE circular dated August 3, 2022, with reference no. 25/2022, the following is applicable to all initial public offers
opening on or after September 1, 2022:
a. Cut-off time for acceptance of UPI mandate shall be up to 5:00 p.m. on the initial public offer closure date and existing
process of UPI bid entry by syndicate members, registrars to the offer and Depository Participants shall continue till further
notice;
b. There shall be no T+1 mismatch modification session for PAN-DP mismatch and bank/ location code on T+1 day for
already uploaded bids. The dedicated window provided for mismatch modification on T+1 day shall be discontinued;
c. Bid entry and modification/ cancellation (if any) shall be allowed in parallel to the regular bidding period up to 4.00 p.m.
for QIBs and Non-Institutional Bidders categories and up to 5.00 p.m. for Retail Individual category on the initial public
offer closure day;
d. QIBs and Non-Institutional Bidders can neither revise their bids downwards nor cancel/withdraw their bids;
e. The Stock Exchanges shall display Offer demand details on its website and for UPI bids the demand shall include/consider
UPI bids only with latest status as RC 100–black request accepted by Investor/ client, based on responses/status received
from the Sponsor Bank(s).
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 Draft Red Herring Prospectus.
c) 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.
The Equity Shares offered in the Issue have not been and will not be registered under the U.S. Securities Act or the
securities laws of any state of the United States and may not be offered or sold in 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. The Equity Shares are being offered and sold only outside the United States in reliance on Regulation
S and the applicable laws of the jurisdictions where such offers and sales occurs.
Participation by Promoters and members of the Promoter Group of the Company, the BRLMs and the Syndicate
Members and the persons related to Promoter, Promoter Group, BRLMs 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
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are associate of the BRLMs or FPIs other than individuals, corporate bodies and family offices sponsored by the entities which
are associates of the BRLMs, Pension funds sponsored by entities which are associate of 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 the Promoter Group will not participate in the Offer, except to the extent of participation by our
Promoters and members of the Promoter Group in the Offer for Sale.
A.Z 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.
B.Z Bids by Eligible NRIs
Eligible NRIs may obtain copies of Bid cum Application Form from the Designated Intermediaries. Only Bids accompanied by
payment in Indian Rupees or freely convertible foreign exchange will be considered for Allotment. Eligible NRIs bidding on a
repatriation basis by using the Non-Resident forms should authorise their SCSB 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 non-repatriation basis by using Resident Forms should authorize their respective SCSB to block their Non-Resident
Ordinary (“NRO”) accounts 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. Participation of Eligible NRIs in the Offer shall be subject to the FEMA Rules.
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 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. Provided that the aggregate ceiling of 10% may be raised to 24% if a
special resolution to that effect is passed by the members of the Indian company in a general meeting.
Eligible NRIs will be permitted to apply in the Offer through Channel I or Channel II (as specified in the UPI Circular). Further,
subject to applicable law, Eligible NRIs may use Channel IV (as specified in the UPI Circular) to apply in the Offer, provided
the UPI facility is enabled for their NRE/ NRO accounts.
Eligible NRIs Bidding on non-repatriation basis are advised to use the Bid cum Application Form for residents ([●] in colour).
For details of investment by NRIs, see “Restrictions on Foreign Ownership of Indian Securities” on page 444. Participation of
Eligible NRIs shall be subject to the FEMA Non-debt Rules.
C.Z Bids by HUFs
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
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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.
D.Z Bids by FPIs
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 in consultation with BRLMs, reserves the right to
reject any Bid without assigning any reason.
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.
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 on a fully diluted basis. 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 (i.e. up to 100%). 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.
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 as specified by SEBI; 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. ([●] in colour).
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 managers 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 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
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investment scheme or fund has multiple investment strategies/sub-funds with identifiable differences and managed by a single
investment managers; (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.
E.Z Bids by SEBI registered VCFs, AIFs and FVCIs
The SEBI FVCI Regulations and the SEBI AIF Regulations, inter-alia, prescribe the respective investment restrictions on the
FVCIs, VCFs and AIFs registered with SEBI.
Accordingly, the holding in any company by any individual VCF or FVCIs (under Schedule I of the FEMA Non- Debt Rules)
registered with SEBI in one venture capital undertaking should not exceed 25% of the corpus of the VCF or FVCI. Further,
VCFs and 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. A Category III AIF cannot
invest more than 10% of the investible funds in one 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, post the repeal of the Securities
and Exchange Board of India (Venture Capital Funds) Regulations, 1996 (“SEBI VCF Regulations”), 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.
Further, the shareholding of VCFs, category I AIFs or category II AIFs and FVCIs holding equity shares of a company prior to
an initial public offering being undertaken by such company, shall be exempt from lock-in requirements, provided that such
equity shares shall be locked in for a period of at least one year from the date of purchase by the venture capital fund or alternative
investment fund or foreign venture capital investor.
There is no reservation for Eligible NRI Bidders, AIFs and FPIs. All Bidders will be treated on the same basis with other
categories for the purpose of allocation.
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, the Promoter Selling Shareholders 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 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
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(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 SCSBs
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.
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 ₹2,50,000 crore or more or the above limit of 10% shall stand substituted as 12% of outstanding equity
shares (face value) for insurers with investment assets of ₹50,000 crore or more but less than ₹2,50,000 crore.
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 ₹250 million
registered with the Pension Fund Regulatory and Development Authority established under Section 3(1) of the Pension Fund
Regulatory and Development Authority Act, 2013, subject to applicable law, 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 funds set
up by the Department of Posts, India or the National Investment Fund and provident funds with a minimum corpus of ₹250.00
million (subject to applicable law) and pension funds with a minimum corpus of ₹250.00 million, 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.
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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.
1) Anchor Investor Application Forms will be made available for the Anchor Investor Portion at the offices of the Book Running
Lead Managers.
2) The Bid must be for a minimum of such number of Equity Shares so that the Bid Amount exceeds ₹100.00 million. A Bid
cannot be submitted for over 60% of the QIB Portion. In case of a Mutual Fund, separate Bids by individual schemes of a
Mutual Fund will be aggregated to determine the minimum application size of ₹100.00 million.
3) One-third of the Anchor Investor Portion will be reserved for allocation to domestic Mutual Funds subject to valid Bids being
received from domestic Mutual Funds at or above Anchor Investor Allocation Price.
4) Bidding for Anchor Investors will open one Working Day before the Bid/ Offer Opening Date and will be completed on the
same day.
5) Our Company in consultation with the Book Running Lead Managers will finalize allocation to the Anchor Investors on a
discretionary basis, provided that the minimum number of Allottees in the Anchor Investor Portion will not be less than: (a)
maximum of two Anchor Investors, where allocation under the Anchor Investor Portion is up to ₹100.00 million; (b)
minimum of two and maximum of 15 Anchor Investors, where the allocation under the Anchor Investor Portion is more than
₹100.00 million but up to ₹2,500.00 million, subject to a minimum Allotment of ₹50.00 million per Anchor Investor; and (c)
in case of allocation above ₹2,500.00 million under the Anchor Investor Portion, a minimum of five such investors and a
maximum of 15 Anchor Investors for allocation up to ₹2,500.00 million, and an additional 10 Anchor Investors for every
additional ₹2,500.00 million, subject to minimum Allotment of ₹50.00 million per Anchor Investor.
6) Allocation to Anchor Investors will be completed on the Anchor Investor Bidding Date. The number of Equity Shares
allocated to Anchor Investors and the price at which the allocation is made, will be made available in the public domain by
the Book Running Lead Managers before the Bid/ Offer Opening Date, through intimation to the Stock Exchanges.
7) Anchor Investors cannot withdraw or lower the size of their Bids at any stage after submission of the Bid.
8) 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.
9) 50% 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 the remaining 50% of the Equity Shares Allotted to Anchor Investors will be locked in
for a period of 30 days from the date of Allotment.
10) Neither the Book Running Lead Managers or any associate of the Book Running Lead Managers (other than Mutual Funds
sponsored by entities which are associates of the BRLMs or AIFs sponsored by entities which are associates of the BRLMs
or FPIs (other than individuals, corporate bodies and family offices) which are associates of the BRLMs or insurance
companies promoted by entities which are associates of the BRLMs or pension funds sponsored by entities which are
associates of the BRLMs) shall apply in the Offer under the Anchor Investors Portion. For details, see “Offer Procedure –
Participation by the Promoter, Promoter Group, the BRLMs, associates and affiliates of the BRLMs and the Syndicate
Member and the persons related to Promoter, Promoter Group, BRLMs and the Syndicate Member” on page 426. Further,
no person related to the Promoters or Promoter Group shall apply under the Anchor Investors category.
11) Bids made by QIBs under both the Anchor Investor Portion and the QIB Portion will not be considered multiple Bids.
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If the aggregate demand in this portion is greater than [●] Equity Shares at or above the Offer Price, the allocation shall be made
on a proportionate basis. For the method of proportionate basis of Allotment, see “Offer Procedure” on page 425.
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 Promoter 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 Draft 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 Draft Red Herring Prospectus,
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 Promoter 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 this Draft Red Herring Prospectus or 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
Do’s:
1. Check if you are eligible to apply as per the terms of the 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;
2. Ensure that you have Bid within the Price Band;
3. Read all the instructions carefully and complete the Bid cum Application Form, as the case may be, in the prescribed form;
4. 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 using the UPI
Mechanism in the Bid cum Application Form and if you are an UPI Bidder 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;
5. UPI Bidders using UPI Mechanism shall make Bids only through the SCSBs, mobile applications and UPI handles shall
ensure that the name of the bank appears in the list of SCSBs which are live on UPI, as displayed on the SEBI website. UPI
Bidders shall ensure that the name of the app and the UPI handle which is used for making the application appears in
Annexure ‘A’ to the SEBI circular no. SEBI/HO/CFD/DIL2/COR/P/2019/85 dated July 26, 2019. An application made
using incorrect UPI handle or using a bank account of an SCSB or bank which is not mentioned on the SEBI website is
liable to be rejected;
6. Ensure that your Bid cum Application Form bearing the stamp of a Designated Intermediary is submitted to the Designated
Intermediary at the Bidding Centre (except in case of electronic Bids) within the prescribed time. Bidders (other than
Anchor Investors) shall submit the Bid cum Application Form in the manner set out in the General Information Document;
7. 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;
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8. If the first applicant is not the bank account holder, ensure that the Bid cum Application Form is signed by the account
holder. Ensure that you have mentioned the correct bank account number in the Bid cum Application Form;
9. Ensure that the signature of the first Bidder in case of joint Bids, is included in the Bid cum Application Forms;
10. 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;
11. 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;
12. 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 (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;
13. Ensure that you submit the revised Bids to the same Designated Intermediary, through whom the original Bid was placed
and obtain a revised acknowledgment;
14. 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 submitting their Bids and participating in the Offer through the UPI
Mechanism, ensure that you authorise the UPI Mandate Request raised by the Sponsor Bank for blocking of funds
equivalent to Bid Amount and subsequent debit of funds in case of Allotment;
15. 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;
16. Ensure that the Demographic Details are updated, true and correct in all respects;
17. 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;
18. Ensure that the category and the investor status is indicated in the Bid cum Application Form;
19. Ensure that in case of Bids under power of attorney or by limited companies, corporates, trust, etc., relevant documents are
submitted;
20. Ensure that Bids submitted by any person resident outside India is in compliance with applicable foreign and Indian laws;
21. 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;
22. RIBs 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
Bank to authorise blocking of funds equivalent to the revised Bid Amount in the RIB’s ASBA Account;
23. In case of QIBs and NII bidders, 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
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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);
24. Ensure that you have accepted the UPI Mandate Request received from the Sponsor Bank prior to 5:00 p.m. of the Bid/
Offer Closing Date;
25. FPIs making MIM Bids using the same PAN, and different beneficiary account numbers, Client IDs and 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;
26. UPI Bidders 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 UPI Bidder may be deemed to have verified the attachment containing the application
details of the UPI Bidder in the UPI Mandate Request and have agreed to block the entire Bid Amount and authorized the
Sponsor Bank to block the Bid Amount mentioned in the Bid Cum Application Form; and
27. Ensure that Anchor Investors submit their Bid cum Application Forms only to the BRLMs. Bids by Eligible NRIs for a Bid
Amount of less than ₹200,000 would be considered under the Retail Category for the purposes of allocation and Bids for a
Bid Amount exceeding ₹200,000 would be considered under the Non- Institutional Category for allocation in the Offer.
28. 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, March 30, 2022, and March 28, 2023.
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 UPI Bidders 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;
15. Do not submit the General Index Register (GIR) number instead of the PAN;
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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 using UPI ID, if you are not a RIB;
20. 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;
21. Do not Bid for Equity Shares in excess of what is specified for each category;
22. 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 the Red Herring Prospectus;
23. 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;
24. Do not submit Bids to a Designated Intermediary at a location other than the Bidding Centres;
25. 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;
26. 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 RIBs using the UPI Mechanism;
27. If you are a QIB, do not submit your Bid after 12:00 p.m. on the Bid/ Offer Closing Date (for Physical Applications) and
after 3 p.m. on the QIB Bid / Offer Closing Date (for online applications);
28. 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
29. Do not Bid if you are an OCB.
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;
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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;
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, see “General Information” on page 77.
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 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 Book Running Lead Managers shall, in their sole discretion, identify and
fix the liability on such intermediary or entity responsible for such delay in unblocking. Further, Investors shall be entitled to
compensation in the manner specified in the SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16,
2021, in case of delays in resolving investor grievances in relation to blocking/unblocking of funds. For the avoidance of doubt,
the provisions of the SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, shall be deemed to
be incorporated in the deemed agreement of the Company with the SCSBs to the extent applicable.
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 “General Information – Book Running Lead Managers” on page 78.
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 the 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 one 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, Non Institutional 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 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 Non-Institutional 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 ₹ 200,000
and up to ₹ 1,000,000 , and (ii) two-third of the portion available to Non-Institutional Bidders shall be reserved for applicants
with an application size of more than ₹1,000,000 , 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 Non-
Institutional Bidder shall not be less than the minimum NII Application Size, subject to the availability of Equity Shares in the
Non-Institutional Portion, and the remaining Equity Shares.
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Payment into Escrow Account(s) for Anchor Investors
Our Company and Promoter Selling Shareholder, 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: “[●]”
(b) In case of Non-Resident Anchor Investors: “[●]”
Anchor Investors should note that the escrow mechanism is not prescribed by SEBI and has been established as an arrangement
between our Company, the Promoter Selling Shareholder 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 the Red Herring Prospectus with the RoC,
publish a pre- Offer advertisement, in the form prescribed by the SEBI ICDR Regulations, in: (i) all editions of [●] an English
national daily newspaper, and (ii) all editions of [●] a Hindi national daily newspaper (Hindi being the regional language of New
Delhi, where our Registered Office is located), each with wide circulation.
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 above information is given for the benefit of the Bidders/applicants. Our Company, the Promoter Selling Shareholder and
the members of the Syndicate are not liable for any amendments or modification or changes in applicable laws or regulations,
which may occur after the date of this Draft Red Herring Prospectus. 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 RoC Filing
a) Our Company, the Promoter 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.
Allotment Advertisement
Our Company, the Book Running Lead Managers and the Registrar shall publish an allotment advertisement before
commencement of trading, disclosing the date of commencement of trading in [●] editions of [●] (a widely circulated English
national daily newspaper), and [●] editions of [●] (a widely circulated Hindi national daily newspaper, Hindi also being the
regional language of New Delhi, where our Registered Office is situated), each with wide circulation.
The information set out above is given for the benefit of the Bidders. Our Company, the Promoter Selling Shareholder,
and the Book Running Lead Managers are not liable for any amendments or modification or changes in applicable laws
or regulations, which may occur after the date of this Draft 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 prescribed limits
under applicable laws or regulations.
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;
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 all steps for completion of the necessary formalities for listing and commencement of trading at all the Stock 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;
 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 the 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.
 Our Company and Promoter Selling Shareholders, in consultation with the BRLMs, reserves the right not to proceed with
the Fresh Issue, 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 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.
 that if the Offer is withdrawn after the Bid/Offer Closing Date, our Company shall be required to file a fresh Offer Document
with SEBI, in the event a decision is taken to proceed with the Offer subsequently.
 that our Company shall not have recourse to the Net Proceeds until the final approval for listing and trading of the Equity
Shares from all the Stock Exchanges where listing is sought has been received.
 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.
Undertakings by the Promoter Selling Shareholder
The Promoter Selling Shareholder specifically 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, other than equity shares received through bonus issue have been held by it for a period of at least one
year prior to the date of filing of this Draft Red Herring Prospectus with SEBI
 the Equity Shares offered for sale by the Promoter Selling Shareholder 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 Promoter Selling Shareholder 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 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;
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 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 cooperation to our Company 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 and Promoter Selling Shareholders in consultation with the BRLMs, in accordance with applicable law.
Depository Arrangements
The Allotment of the Equity Shares in the Offer shall be only in a dematerialised form, (i.e. not in the form of physical certificates
but be fungible and be represented by the statement issued through the electronic mode). In this context, tripartite agreements
had been signed among our Company, the respective Depositories and the Registrar to the Offer:
 Tripartite Agreement dated December 24, 2024, among CDSL, our Company and the Registrar to the Offer
 Tripartite Agreement dated December 24, 2024, among NSDL, our Company and the Registrar to the Offer.
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
d) 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 ₹ 0.1 crore 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 ₹0.1 crore 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 ₹0.5 crore or with both.
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 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 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.
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The Company and the Promoter 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 on foreign direct investment (“FDI”) through press notes
and press releases. The Department for Promotion of Industry and Internal Trade, Ministry of Commerce and Industry,
Government of India (earlier known as the Department of Industrial Policy and Promotion) (“DPIIT”), issued the FDI Policy
Circular of 2020 (“FDI Policy”) by way of circular bearing number DPIIT file number 5(2)/2020-FDI Policy, which, with effect
from October 15, 2020 consolidated, subsumed and superseded all previous press notes, press releases and clarifications on FDI
issued by the DPIIT that were in force and effect prior to October 15, 2020. FDI in companies engaged in sectors/ activities
which are not listed in the FDI Policy is permitted up to 100% of the paid-up share capital of such company under the automatic
route, subject to compliance with certain prescribed conditions. 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 the
provisions 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 the existing policy of the Government of India, OCBs cannot participate in this Offer. For details, see “Offer Procedure”
on page 425.
Further, in accordance with Press Note No. 3 (2020 Series), dated April 17, 2020 issued by the DPIIT and the Foreign Exchange
Management (Non-debt Instruments) Amendment Rules, 2020 which came into effect from April 22, 2020, any investment,
subscription, purchase or sale of equity instruments 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, as prescribed in the FDI Policy and the FEMA Non-Debt Rules. 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. Each Bidder should seek independent legal advice about its ability to participate in the
Offer. In the event such prior approval of the Government of India is required, and such approval has been obtained, the Bidder
shall intimate our Company and the Registrar in writing about such approval along with a copy thereof within the Offer Period.
Foreign Exchange Laws
The foreign investment in our Company is governed by, inter-alia, the FEMA, as amended, the FEMA Non-debt Rules, the FDI
Policy issued and amended by way of press notes.
Pursuant to the FDI Policy, FDI of up to 100% is permitted under the automatic route in our Company.
In terms of the FEMA Non-debt Instruments Rules, for calculating the aggregate holding of FPIs in a company, holding of all
registered FPIs shall be included. The aggregate limit for FPI investments shall be the sectoral cap applicable to our Company.
In accordance with the FEMA Non-debt 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. For details of the aggregate
limit of investments by NRIs and FPIs in our Company, see “Offer Procedure – Bids by Eligible NRIs” and “Offer Procedure –
Bids by FPIs” on pages 430 and 431.
The Equity Shares have not been and will not be registered under the U.S. Securities Act and 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 U.S. state securities laws. Accordingly, the Equity Shares are only
being offered and sold outside the United States in offshore transactions in reliance on Regulation S and the applicable
laws of the jurisdiction where those offers and sales occur.
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The above information is given for the benefit of the Bidders. Our Company, our Promoters, our Directors, the Promoter 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 Draft 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.
445
SECTION VIII – DESCRIPTION OF EQUITY SHARES AND TERMS OF THE ARTICLES OF
ASSOCIATION
Capitalised terms used in this section have the meaning that has been given to such terms in the Articles of Association of our
Company. Pursuant to Schedule I of the Companies Act, 2013 and the SEBI ICDR Regulations, the main provisions of the
Articles of Association of our Company are detailed below:
(COMPANY LIMITED BY SHARES)

ARTICLES OF ASSOCIATION
OF
AJAY POLY LIMITED
* Adopted new set of AoA in Table F of Scheule I of Companies Act, 2013 vide Extra ordinary General Meeting held on 1st June
2024.
** This set of Articles of Association has been approved pursuant to the provisions of Section 14 of the Companies Act, 2013
and by a special resolution passed at the Extra ordinary General Meeting of the Company held on 6 th November 2024. Pursuant
to the conversion of its status from Private Limited to Public Limited, these Articles have been adopted as the Articles of
Association of the Company in substitution for and to the exclusion of all the existing Articles thereof.
No regulation contained in Table “F” in the First Schedule to Companies Act, 2013 shall apply to this Company unless expressly
made applicable in these Articles or by the said Act but the regulations for the Management of the Company and for the
observance of the Members thereof and their representatives shall be as set out in the relevant provisions of the Companies Act,
2013 and subject to any exercise of the statutory powers of the Company with reference to the repeal or alteration of or addition
to its regulations by Special Resolution as prescribed by the said Companies Act, 2013 be such as are contained in these Articles
unless the same are repugnant or contrary to the provisions of the Companies Act, 2013 or any amendment thereto.
1. (1) The regulations contained in table “F” of schedule I to the Companies Act, 2013 shall apply Table ‘F’ shall
only in so far as the same are not provided for or are not inconsistent with these Articles. apply
(2) The regulations for the management of the Company and for the observance by the members Company to be
thereto and their representatives, shall, subject to any exercise of the statutory powers of the governed by these
Company with reference to the deletion or alteration of or addition to its regulations by Articles
resolution as prescribed or permitted by the Companies Act, 2013, be such as are contained in
these Articles.
Definitions and Interpretation
2. In these Articles —
(a) “Act” means the Companies Act, 2013 (including the relevant rules framed thereunder) “Act”
or any statutory modification or re-enactment 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.
(b) “Applicable Laws” means all applicable statutes, laws, ordinances, rules and regulations, “Applicable Laws”
judgments, notifications circulars, orders, decrees, byelaws, guidelines, or any decision,
or determination, or any interpretation, policy or administration, having the force of law,
including but not limited to, any authorization by any authority, in each case as in effect
from time to time
(c) “Articles” means these articles of association of the Company or as altered from time to “Articles”
time.
(d) “Board of Directors” or “Board”, means the collective body of the Directors of the “Board of
Company nominated and appointed from time to time in accordance with Articles 84 to Directors” or
90, herein, as may be applicable. “Board”
(e) “Company” means Ajay Poly Limited. “Company”
(f) “Lien” means any mortgage, pledge, charge, assignment, hypothecation, security interest, “Lien”
title retention, preferential right, option (including call commitment), trust arrangement,
any voting rights, right of set-off, counterclaim or banker’s lien, privilege or priority of
any kind having the effect of security, any designation of loss payees or beneficiaries or
any similar arrangement under or with respect to any insurance policy;
(g) “Rules” means the applicable rules for the time being in force as prescribed under relevant “Rules”
sections of the Act.
(h) “Memorandum” means the memorandum of association of the Company or as altered “Memorandum”
from time to time.
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
446
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.
(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.
Share capital and variation of rights
3. The authorized share capital of the Company shall be such amount and be divided into such Authorized share
shares as may from time to time, be provided in Clause V of Memorandum, divided into such capital
number, classes and descriptions of Shares and into such denominations, as stated therein, with
power to reclassify, subdivide, consolidate and increase and with power from time to time, to
issue any shares of the original capital or any new capital and upon the sub-division of shares
to apportion the right to participate in profits, in any manner as between the shares resulting
from sub-division.
4. Subject to the provisions of the Act and these Articles, the shares in the capital of the Company Shares under
shall be under the control of the Board who may issue, allot or otherwise dispose of the same control of Board
or any of them to such persons, in such proportion and on such terms and conditions and either
at a premium or at par (subject to the compliance with the provision of section 53 and 54 of the
Act) and at such time as they may from time to time think fit provided that the option or right
to call for 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.
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.
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.
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.
5. Subject to the provisions of the Act, these Articles and with the sanction of the Company in the Board may allot
general meeting to give to any person or persons the option or right to call for any shares either shares otherwise
at par or premium during such time and for such consideration as the Board think fit, the Board than for cash
447
may issue, allot or otherwise dispose shares in the capital of the Company on payment or part
payment for any property or assets of any kind whatsoever sold or transferred, goods or
machinery supplied or for services rendered to the Company in the conduct of its business and
any shares which may be so allotted may be issued as fully paid-up or partly paid-up otherwise
than for cash, and if so issued, shall be deemed to be fully paid-up or partly paid-up shares, as
the case may be, provided that the 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.
5A. The Company may issue the following kinds of shares in accordance with these Articles, the Kinds of share
Act, the Rules and other Applicable Laws: capital
(a) Equity Share capital:

(i) with voting rights; and / or
(ii) with differential rights as to dividend, voting or otherwise in accordance with the
Rules; and
(b) Preference share capital
6. (1) The Company shall keep or cause to be kept a Register and Index of Members, in accordance Issue of certificate
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.
Every person whose name is entered as a member in the register of members shall be entitled
to receive within two months after allotment or within one month from the date of receipt by
the Company of the application for the registration of transfer or transmission, sub-division,
consolidation or renewal of shares or within such other period as the conditions of issue shall
provide –
(a) one or more certificates in marketable lots for all his shares of each class or denomination
registered in his name without payment of any charges; or
(b) several certificates, each for one or more of his shares, upon payment of Rupees Twenty
for each certificate or such charges as may be fixed by the Board for each certificate after
the first.
(2) In respect of any share or shares held jointly by several persons, the Company shall not be Issue of share
bound to issue more than one certificate, and delivery of a certificate for a share to the person certificate in case of
first named on the register of members shall be sufficient delivery to all such holders. joint holding
(3) Every certificate shall specify the shares to which it relates, distinctive numbers of shares in Option to receive
respect of which it is issued and the amount paid-up thereon and shall be in such form as the share certificate or
Board may prescribe and approve. hold shares with
depository
7. A person subscribing to shares offered by the Company shall have the option either to receive Option to receive
certificates for such shares or hold the shares in a dematerialized state with a depository, in share certificate or
which event the rights and obligations of the parties concerned and matters connected therewith hold shares with
or incidental thereof, shall be governed by the provisions of the Depositories Act, 1996 as depository
amended from time to time, or any statutory modification thereto or re-enactment thereof.
Where a person opts to hold any share with the depository, the Company shall intimate such
depository the details of allotment of the share to enable the depository to enter in its records
the name of such person as the beneficial owner of that share.
The Company shall also maintain a register and index of beneficial owners in accordance with
all applicable provisions of the Companies Act, 2013 and the Depositories Act, 1996 with
details of shares held in dematerialized form in any medium as may be permitted by law
including in any form of electronic medium.
8. If any certificate be worn out, defaced, mutilated or torn or if there be no further space on the Issue of new
back for endorsement of transfer, then upon production and surrender thereof to the Company, certificate in place
a new certificate may be issued in lieu thereof, and if any certificate is lost or destroyed then of one defaced, lost
upon proof thereof to the satisfaction of the Company and on execution of such indemnity as or destroyed
the Board deems adequate, a new certificate in lieu thereof shall be given. Every certificate
under this Article shall be issued on payment of fees not less than Rupees twenty and not more
than Rupees fifty for each certificate as may be fixed by the Board.
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.
Provided that notwithstanding what is stated above, the Board shall comply with such rules or
regulations or requirements of any stock exchange or the rules made under the Act or rules
made under the Securities Contracts (Regulation) Act,1956 or any other act, or rules applicable
thereof in this behalf.
8A. Except as required by Applicable Laws, no person shall be recognized by the Company as Company not
holding any share upon any trust, and the Company shall not be bound by, or be compelled in compelled to
any way to recognize (even when having notice thereof) any equitable, contingent, future or recognize any
448
partial interest in any share, or any interest in any fractional part of a share, or (except only as equitable,
by these Articles or by Applicable Laws) any other rights in respect of any share except an contingent interest
absolute right to the entirety thereof in the registered holder.
8B. Subject to the applicable provisions of the Act and other Applicable Laws, any debentures, Terms of issue of
debenture-stock or other securities may be issued at a premium or otherwise and may be issued debentures
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 and
attending (but not voting) at a general meeting, appointment of nominee directors, etc.
Debentures with the right to conversion into or allotment of shares shall be issued only with
the consent of the Company in a general meeting by special resolution.
9. The provisions of the foregoing Articles relating to issue of certificates shall mutatis mutandis Provisions as to
apply to issue of certificates for any other securities including debentures (except where the issue of certificates
Act otherwise requires) of the Company. to apply mutatis
mutandis to
debentures, etc.
10. (1) The Company may exercise the powers of paying commissions conferred by the Act, to any Power to pay
person in connection with the subscription to its securities, provided that the rate per cent or commission in
the amount of the commission paid or agreed to be paid shall be disclosed in the manner connection with
required by the Act and the Rules. securities issued
(2) The rate or amount of the commission shall not exceed the rate or amount prescribed in the Rate of commission
Rules. in accordance with
Rules
(3) The commission may be satisfied by the payment of cash or the allotment of fully or partly Mode of payment of
paid shares or partly in the one way and partly in the other. commission
11. (1) If at any time the share capital is divided into different classes of shares, the rights attached to Variation of
any class (unless otherwise provided by the terms of issue of the shares of that class) may, members’ rights
subject to the provisions of the Act, and whether or not the Company is being wound up, be
varied with the consent in writing, of such number of the holders of the issued shares of that
class, or with the sanction of a resolution passed at a separate meeting of the holders of the
shares of that class, as prescribed by the Act.
(2) To every such separate meeting, the provisions of these Articles relating to general meetings Provisions as to
shall mutatis mutandis apply. general meetings to
apply mutatis
mutandis to each
Meeting
12. The rights conferred upon the holders of the shares of any class issued with preferred or other Issue of further
rights shall not, unless otherwise expressly provided by the terms of issue of the shares of that shares not to affect
class, be deemed to be varied by the creation or issue of further shares ranking pari passu rights of existing
therewith. members
13. Subject to section 55 and other provisions of the Act, the Board shall have the power to issue Power to issue
or re-issue preference shares of one or more classes which are liable to be redeemed, or redeemable
converted to equity shares, on such terms and conditions and in such manner as determined by preference shares
the Board in accordance with the Act.
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.
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,
449
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.
14. (1) Where at any time, the Company proposes to increase its subscribed capital by issue of further Further issue of
shares, either out of the unissued capital or the increased share capital, such shares shall be share capital
offered:
to persons who, at the date of offer, are holders of Equity Shares of the Company, in proportion
as near as circumstances admit, to the share capital paid up on those shares by sending a letter
of offer on the following conditions : -
the aforesaid offer shall be made by a notice specifying the number of shares offered and
limiting a time prescribed under the Act from the date of the offer within which the offer, if
not accepted, will be deemed to have been declined
the aforementioned offer shall be deemed to include a right exercisable by the person concerned
to renounce the shares offered to him or any of them in favour of any other person and the
notice mentioned in sub-Article (i), above shall contain a statement of this right; and
after the 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 which is not disadvantageous to the
shareholders and the Company; or
to employees under any scheme of employees’ stock option, subject to a special resolution
passed by the Company and subject to the conditions as specified under the Act and Rules
thereunder; or
to any persons, if it is authorized by a special resolution passed by the Company in a General

Meeting, whether or not those persons include the persons referred to in clause (a) or clause
(b) above, either for cash or for consideration other than cash, subject to applicable provisions
of the Act and Rules thereunder.
The notice referred to in sub-clause (i) of sub-Article (a) shall be dispatched through registered
post or speed post or through electronic mode to all the existing Members at least 3 (three) days
before the opening of the issue.
The provisions contained in this Article shall be subject to the provisions of the section 42 and
section 62 of the Act, the rules thereunder and other applicable provisions of the Act.
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.
The notice referred to in above sub-clause 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.
Nothing in sub-clause above 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.
(2) Nothing in this Article shall apply to the increase of the subscribed capital of the Company
caused by the exercise of an option as a term attached to the debentures 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 loan containing such an option have been
approved before the issue of such debenture or the raising of loan by a special resolution passed
by the Company in general meeting.
450
(3) A further issue of shares may be made in any manner whatsoever as the Board may determine Mode of further
including by way of preferential offer or private placement, subject to and in accordance with issue of shares
the Act and the Rules.
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.
Subject to the provisions of the Act, the Company shall have the power to make compromise Power to make
or make arrangements with creditors and members, consolidate, demerge, amalgamate or compromise or
merge with other company or companies in accordance with the provisions of the Act and any arrangement
other applicable laws.
15. (1) The fully paid shares will be free from all Lien, however, the Company shall have a first and Company’s lien on
paramount Lien – shares
(a) on every share (not being a fully paid share) and upon the proceeds of sale thereof
for all monies (whether presently payable or not) called, or payable at a fixed time, in respect
of that share; and
(b) on all shares (not being fully paid shares) standing registered in the name of a
member, for all monies presently payable by him or his estate to the Company:
Provided that the Board may at any time declare any share to be wholly or in part exempt from
the provisions of this Article.
Provided further that Company’s lien, if any, on such partly paid shares, shall be restricted to
money called or payable at a fixed price in respect of such shares.
(2) The Company’s Lien, if any, on a share shall extend to all dividends or interest, as the case Lien to extend to
may be, payable and bonuses declared from time to time in respect of such shares for any dividends, etc.
money owing to the Company.
However, a member shall exercise any voting rights in respect of the shares in regard to which
the Company has exercised the right of Lien.
(3) Unless otherwise agreed by the Board, the registration of a transfer of shares shall operate as a Waiver of Lien in
waiver of the Company’s Lien. case of registration
16. The Company may sell, in such manner as the Board thinks fit, any shares on which the As to enforcing
Company has a Lien: Lien by sale
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 to the person entitled
thereto by reason of his death or insolvency or otherwise.
17. (1) To give effect to any such sale, the Board may authorize some person to transfer the shares Validity of sale
sold to the purchaser thereof
(2) The purchaser shall be registered as the holder of the shares comprised in any such transfer. Purchaser to be
registered holder
(3) The receipt of the Company for the consideration (if any) given for the share on the sale thereof Validity of
shall (subject, if necessary, to execution of an instrument of transfer or a transfer by relevant Company’s receipt
system, as the case may be) constitute a good title to the share and the purchaser shall be
registered as the holder of the share.
(4) The purchaser shall not be bound to see to the application of the purchase money, nor shall his Purchaser not
title to the shares be affected by any irregularity or invalidity in the proceedings with reference affected
to the sale
18. (1) The proceeds of the sale shall be received by the Company and applied in payment of such part Application of
of the amount in respect of which the Lien exists as is presently payable. proceeds of sale
(2) The residue, if any, shall, subject to a like Lien for sums not presently payable as existed upon Payment of residual
the shares before the sale, be paid to the person entitled to the shares at the date of the sale. money
19. The provisions of these Articles relating to Lien shall mutatis mutandis apply to any other Provisions as to
securities including debentures of the Company. Lien to apply
mutatis mutandis to
debentures, etc.
Calls on shares
20. (1) The Board may, from time to time, make calls upon the members in respect of any monies Board may make
unpaid on their shares (whether on account of the nominal value of the shares or by way of Calls
premium) and not by the conditions of allotment thereof made payable at fixed times.
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.
451
(2) Each member shall, subject to receiving at least fourteen days’ notice specifying the time or Notice of call
times and place of payment, pay to the Company, at the time or times and place so specified,
the amount called on his shares.
(3) A call may be revoked or postponed at the discretion of the Board Revocation or
postponement of
call
21. A call shall be deemed to have been made at the time when the resolution of the Board Call to take effect
authorizing the call was passed and may be required to be paid by instalments. from date of
resolution
22. The joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof. Liability of joint
holders of shares
23. (1) If a sum called in respect of a share is not paid before or on the day appointed for payment When interest on
thereof (the “due date”), the person from whom the sum is due shall pay interest thereon from call or instalment
the due date to the time of actual payment at such rate as may be fixed by the Board. payable
(2) The Board shall be at liberty to waive payment of any such interest wholly or in part. Board may waive
interest
24. (1) Any sum which by the terms of issue of a share becomes payable on allotment or at any fixed Sums deemed to be
date, whether on account of the nominal value of the share or by way of premium, shall, for calls
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 such sum becomes payable.
(2) In case of non-payment of such sum, all the relevant provisions of these Articles as to payment Effect of
of interest and expenses, forfeiture or otherwise shall apply as if such sum had become payable nonpayment of
by virtue of a call duly made and notified. sums
(3) On the trial or hearing of any action or suit brought by the Company against any member or Suit by company
his representative for the recovery of any money claimed to be due to the Company in respect for recovery of
of his Shares, it shall be sufficient to prove that the name of the member, in respect of whose money against any
Shares the money is sought to be recovered, appears or is entered on the Register of Members member
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 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.
(4) Neither the receipt by the Company of a portion of any money which shall, from time to time, Enforcing
be due from any member to the Company in respect of his Shares, either by way of principal forfeiture of shares
or interest, nor any indulgence granted by the Company in respect of the payment of any such by Company
money, shall preclude the Company from thereafter proceeding to enforce a forfeiture of such
Shares as hereinafter provided.
25. The Board – Payment in
anticipation of calls
(a) may, if it thinks fit, subject to the provisions of the Act, receive from any member willing may carry interest
to advance the same, all or any part of the monies uncalled and unpaid upon any shares
held by him; and
(b) upon all or any of the monies so advanced, may (until the same would, but for such
advance, become presently payable) pay interest at such rate as may be fixed by the Board.
Nothing contained in this clause shall confer on the member (a) any right to participate in
profits or dividends or (b) any voting rights in respect of the moneys so paid by him until
the same would, but for such payment, become presently payable by him.
The Directors may at any time repay the amount so advanced.

26. If by the conditions of allotment of any shares, the whole or part of the amount of issue price Installments on
thereof shall be payable by installments, then every such installment shall, when due, be paid shares to be duly
to the Company by the person who, for the time being and from time to time, is or shall be the paid
registered holder of the share or the legal representative of a deceased registered holder.
27. All calls shall be made on a uniform basis on all shares falling under the same class. Calls on shares of
same class to be on
Explanation: Shares of the same nominal value on which different amounts have been paid-up uniform basis
shall not be deemed to fall under the same class.
28. The provisions of these Articles relating to calls shall mutatis mutandis apply to any other Provisions as to
securities including debentures of the Company. calls to apply
mutatis mutandis to
debentures, etc.
29. Dematerialization
452
Notwithstanding anything contained in the Articles, the Company shall be entitled to Dematerialization
dematerialise its shares, debentures and other securities and offer such shares, debentures and Of Securities
other securities in a dematerialised form pursuant to the Depositories Act 1996.
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.
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.
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.
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 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.
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.
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.
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.
Transfer of shares
30. (1) A common form of transfer shall be used and the instrument of transfer of any share in the Instrument of
Company shall be in writing which shall be duly executed by or on behalf of both the transferor transfer to be
and transferee and shall be duly stamped and delivered to the Company within the prescribed executed by
period and all provisions of section 56 of the Act and statutory modification thereof for the transferor and
time being shall be duly complied with in respect of all transfer of shares and registration transferee
thereof.
Every instrument of transfer shall be in writing and all provisions of the Act, the 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 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.
(2) The Company shall keep the “Register of Transfers” and therein shall fairly and distinctly enter Register of transfer
particulars of every transfer or transmission of any Share.
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.
31. The Board may, subject to the right of appeal conferred by the section 58 of the Act decline to Board may refuse
register – to register transfer
(a) the transfer of a share, not being a fully paid share, to a person of whom they do not
approve; or
(b) any transfer of shares on which the Company has a Lien.
453
The registration of a 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.
32. The Board may decline to recognize any instrument of transfer unless- Board may decline
to recognize
(a) the instrument of transfer is duly executed and is in the form as prescribed in the Rules instrument of
made under sub-section (1) of section 56 of the Act; transfer
(b) the instrument of transfer is accompanied by the certificate of the shares to which it relates,
and such other evidence as the Board may reasonably require to show the right of the
transferor to make the transfer; and
(c) the instrument of transfer is in respect of only one class of shares.
The registration of a 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.
33. On giving of previous notice of at least seven days or such lesser period in accordance with the Transfer of shares
Act and Rules made thereunder, the registration of transfers may be suspended at such times when suspended
and for such periods as the Board may from time to time determine:
Provided that such registration shall not be suspended for more than thirty days at any one time
or for more than forty five days in the aggregate in any year.
33A Subject to the provisions of sections 58 and 59 of the Act, these Articles and other applicable Notice of refusal to
provisions of the Act or any other Applicable Laws for the time being in force, the Board may register transfer
refuse whether in pursuance of any power of the Company under these Articles or any other
Applicable Laws to register the transfer of, or the transmission by operation of Applicable
Laws of the right to, any shares or interest of a member in or debentures of the Company. The
Company shall within one (1) month from the date on which the instrument of transfer, or the
intimation of such transmission, as the case may be, was delivered to Company, or such other
period as may be prescribed, send notice of the refusal to the transferee and the transferor or to
the person giving intimation of such transmission, as the case may be, giving reasons for such
refusal. Provided that, subject to provisions of Article 32, the registration of a 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. Transfer of shares/debentures
in whatever lot shall not be refused.
34. The provisions of these Articles relating to transfer of shares shall mutatis mutandis apply to Provisions as to
any other securities including debentures of the Company. transfer of shares to
apply mutatis
mutandis to
debentures, etc.
35. An application for the registration of a transfer of Shares in the Company may be made either Application for
by the transferor or the transferee. Where such application is made by a transferor and relates registration of
to partly paid Shares, the Company shall give notice of the application to the transferee. The transfer of shares
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.
Transmission of shares
36. (1) On the death of a member, the survivor or survivors where the member was a joint holder, and Title to shares on
his nominee or nominees or legal representatives where he was a sole holder, shall be the only death of a member
persons recognized by the Company as having any title to his interest in the shares.
(2) Nothing in clause (1) shall release the estate of a deceased joint holder from any liability in Estate of deceased
respect of any share which had been jointly held by him with other persons. member liable
(3) Any person becoming entitled to a share in consequence of the death or insolvency of a member Transmission
may, upon such evidence being produced as may from time to time properly be required by the Clause
Board and subject as hereinafter provided, elect, either –
(a) to be registered himself as holder of the share; or
(b) to make such transfer of the share as the deceased or insolvent member could have
made.
(4) The Board shall, in either case, have the same right to decline or suspend registration as it Board’s right
would have had, if the deceased or insolvent member had transferred the share before his death unaffected
or insolvency.
454
37. (1) If the person so becoming entitled shall elect to be registered as holder of the share himself, Right to election of
he shall deliver or send to the Company a notice in writing signed by him stating that he so holder of share
elects.
(2) If the person aforesaid shall elect to transfer the share, he shall testify his election by executing Manner of
a transfer of the share. testifying election
(3) All the limitations, restrictions and provisions of these regulations relating to the right to Limitations
transfer and the registration of transfers of shares shall be applicable to any such notice or applicable to notice
transfer as aforesaid as if the death or insolvency of the member had not occurred and the notice
or transfer were a transfer signed by that member.
38. A person becoming entitled to a share by reason of the death or insolvency of the holder shall Claimant to be
be entitled to the same dividends and other advantages to which he would be entitled if he were entitled to same
the registered holder of the share, except that he shall not, before being registered as a member advantage
in respect of the 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, and if the notice is not complied with within
ninety days, the Board may thereafter withhold payment of all dividends, bonuses or other
monies payable in respect of the share, until the requirements of the notice have been complied
with.
39. The provisions of these Articles relating to transmission by operation of law shall mutatis Provisions as to
mutandis apply to any other securities including debentures of the Company transmission to
apply mutatis
mutandis to
debentures, etc.
39A No fee shall be charged for registration of transfer, transmission, probate, succession certificate No fee for transfer
and letters of administration, certificate of death or marriage, power of attorney or similar other or transmission
document
Nomination by security holder
(i) Every holder of Securities in the Company may, at any time, nominate, in the Manner of
prescribed manner, a person to whom his Securities in the Company, shall vest in the event of nomination by
his death. security holder
(ii) 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.
(iii) 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.
(iv) 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.
(i) 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 –
(a) to be registered himself as holder of the Share(s); or

(b) to make such transfer of the Share(s) as the deceased Shareholder could have
made.
(ii) 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.
(iii) 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.
(iv) A person, being a nominee, becoming entitled to a Share by reason of the death
of the holder, shall be entitled to 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
455
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.
Forfeiture of shares
40. If a member fails to pay any call, or instalment of a call or any money due in respect of any If call or instalment
share, on the day appointed for payment thereof, the Board may, at any time thereafter during not paid notice
such time as any part of the call or instalment remains unpaid or a judgement or decree in must be given
respect thereof remains unsatisfied in whole or in part, serve a notice on him requiring payment
of so much of the call or instalment or other money as is unpaid, together with any interest
which may have accrued and all expenses that may have been incurred by the Company by
reason of non-payment.
41. The notice aforesaid shall: Form of Notice
(a) name a further day (not being earlier than the expiry of fourteen days from the date of
service of the notice) on or before which the payment required by the notice is to be
made; and
(b) state that, in the event of non-payment on or before the day so named, the shares in
respect of which the call was made shall be liable to be forfeited.
42. If the requirements of any such notice as aforesaid are not complied with, any share in respect In default of
of which the notice has been given may, at any time thereafter, before the payment required by payment of shares
the notice has been made, be forfeited by a resolution of the Board to that effect. Subject to the to be forfeited
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.
43. When any share shall have been so forfeited, notice of the forfeiture shall be given to the Entry of forfeiture
defaulting member and an entry of the forfeiture with the date thereof, shall forthwith be made in register of
in the register of members. 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.
44. The forfeiture of a share shall involve extinction at the time of forfeiture, of all interest in and Effect of forfeiture
all claims and demands against the Company, in respect of the share and all other rights
incidental to the share.
45. (1) A forfeited share shall be deemed to be the property of the Company and may be sold or re- Forfeited shares
allotted or otherwise disposed of either to the person who was before such forfeiture the holder may be sold, etc.
thereof or entitled thereto or to any other person on such terms and in such manner as the Board
thinks fit.
(2) At any time before a sale, re-allotment or disposal as aforesaid, the Board may cancel the Cancellation of
forfeiture on such terms as it thinks fit. forfeiture
46. (1) A person whose shares have been forfeited shall cease to be a member in respect of the forfeited Members still liable
shares, but shall, notwithstanding the forfeiture, remain liable to pay, and shall pay, to the to pay money owing
Company all monies which, at the date of forfeiture, were presently payable by him to the at the time of
Company in respect of the shares. forfeiture
(2) The liability of such person shall cease if and when the Company shall have received payment Cesser of liability
in full of all such monies in respect of the shares.
47. (1) A duly verified declaration in writing that the declarant is a director, the manager or the Certificate of
secretary of the Company, and that a share in the Company has been duly forfeited on a date forfeiture
stated in the declaration, shall be conclusive evidence of the facts therein stated as against all
persons claiming to be entitled to the share;
456
(2) The Company may receive the consideration, if any, given for the share on any sale, re- Title of purchaser
allotment or disposal thereof and may execute a transfer of the share in favour of the person to and transferee of
whom the share is sold or disposed of forfeited shares
(3) The transferee shall thereupon be registered as the holder of the share; and Transferee to be
registered as holder
(4) The transferee shall not be bound to see to the application of the purchase money, if any, nor Transferee not
shall his title to the share be affected by any irregularity or invalidity in the proceedings in affected
reference to the forfeiture, sale, re-allotment or disposal of the share
48. Upon any sale after forfeiture or for enforcing a Lien in exercise of the powers hereinabove Validity of sales
given, the Board may, if necessary, appoint some person to execute an instrument for transfer
of the shares sold and cause the purchaser’s name to be entered in the register of members in
respect of the shares sold and after his name has been entered in the register of members in
respect of such shares the validity of the sale shall not be impeached by any person.
49. Upon any sale, re-allotment or other disposal under the provisions of the preceding Articles, Cancellation of
the certificate(s), if any, originally issued in respect of the relative shares shall (unless the same share certificate in
shall on demand by the Company has been previously surrendered to it by the defaulting respect of forfeited
member) stand cancelled and become null and void and be of no effect, and the Board shall be shares
entitled to issue a duplicate certificate(s) in respect of the said shares to the person(s) entitled
thereto.
50. The Board may, subject to the provisions of the Act, accept a surrender of any share from or Surrender of share
by any member desirous of surrendering them on such terms as they think fit. certificates
51. The provisions of these Articles as to forfeiture shall apply in the case of non-payment of any Sums deemed to be
sum which, by the terms of issue of a share, becomes payable at a fixed time, whether on calls
account of the nominal value of the share or by way of premium, as if the same had been
payable by virtue of a call duly made and notified.
52. The provisions of these Articles relating to forfeiture of shares shall mutatis mutandis apply to Provisions as to
any other securities including debentures of the Company. forfeiture of shares
to apply mutatis
mutandis to
debentures, etc.
Alteration of capital
53. Subject to the provisions of the Act, the Company may, by ordinary resolution - Power to alter share
capital
(a) increase the share capital by such sum, to be divided into shares of such amount as it
thinks expedient;
(b) consolidate and divide all or any of its share capital into shares of larger amount than its
existing shares:
Provided that any consolidation and division which results in changes in the voting percentage
of members shall require applicable approvals under the Act;
(c) convert all or any of its fully paid-up shares into stock, and reconvert that stock into fully
paid-up shares of any denomination;
(d) sub-divide its existing shares or any of them into shares of smaller amount than is fixed
by the Memorandum;
(e) cancel any shares which, at the date of the passing of the resolution, have not been taken
or agreed to be taken by any person.
54. Where shares are converted into stock: Right of
stockholders
(a) the holders of stock may transfer the same or any part thereof in the same manner as,
and subject to the same Articles under which, the shares from which the stock arose might
before the conversion have been transferred, or as near thereto as circumstances admit:
Provided that the Board may, from time to time, fix the minimum amount of stock transferable,
so, however, that such minimum shall not exceed the nominal amount of the shares from which
the stock arose;
(b) the holders of stock shall, according to the amount of stock held by them, have the
same rights, privileges and advantages as regards dividends, voting at meetings of the
Company, and other matters, as if they held the shares from which the stock arose; but no such
privilege or advantage (except participation in the dividends, voting and profits of the Company
and in the assets on winding up) shall be conferred by an amount of stock which would not, if
existing in shares, have conferred that privilege or advantage;
(c) such of these Articles of the Company as are applicable to paid-up shares shall apply
to stock and the words “share” and “shareholder”/ “member” shall include “stock” and “stock-
holder” respectively.
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.
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.
457
54 A Share warrants- Issue of share
The Company may issue Share warrants in the manner provided by the said Act and warrants and rights
accordingly the Directors may, in their discretion, with respect to any fully paid up Share or of holder of share
stock, on application, in writing, signed by the person or all persons registered as holder or warrants
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.

(i) fact of the issue of the warrant.
(ii) a statement of the Shares or stock included in the warrant distinguishing each Share
by its number, and
(iii) the date of the issue of the warrant.
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.
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.
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. 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.
55. The Company may, by special resolution as prescribed by the Act, reduce in any manner and Reduction of
in accordance with the provisions of the Act and the Rules, — capital
(a) its share capital; and/or

(b) any capital redemption reserve account; and/or
(c) any securities premium account; and/or
(d) any other reserve in the nature of share capital.
56. Where two or more persons are registered as joint holders (not more than three) of any share, Joint holders
they shall be deemed (so far as the Company is concerned) to hold the same as joint tenants
with benefits of survivorship, subject to the following and other provisions contained in these
Articles:
(a) The joint-holders of any share shall be liable severally as well as jointly for and in respect Liability of Joint
of all calls or instalments and other payments which ought to be made in respect of such holders
share.
(b) On the death of any one or more of such joint-holders, the survivor or survivors shall be Death of one or
the only person or persons recognized by the Company as having any title to the share but more joint-holders
the Board may require such evidence of death as they may deem fit, and 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.
(c) Any one of such joint holders may give effectual receipts of any dividends, interests or Receipt of one
other moneys payable in respect of such share. Sufficient
(d) Only the person whose name stands first in the register of members as one of the joint- Delivery of
holders of any share shall be entitled to the delivery of certificate, if any, relating to such certificate and
share or to receive notice (which term shall be deemed to include all relevant documents) giving of notice to
and any notice served on or sent to such person shall be deemed service on all the joint- first named holder
holders.
458
(e) (i) Any one of two or more joint-holders may vote at any meeting either personally or by Vote of joint
attorney or by proxy in respect of such shares as if he were solely entitled thereto and if holders
more than one of such joint holders be present at any meeting personally or by proxy or
by attorney then that one of such persons so present whose name stands first or higher (as
the case may be) on the register in respect of such shares shall alone be entitled to vote in
respect thereof.
(ii) Several executors or administrators of a deceased member in whose (deceased member) Executors or
sole name any share stands, shall for the purpose of this clause be deemed joint-holders. administrators as
joint holders
(f) The provisions of these Articles relating to joint holders of shares shall mutatis mutandis Provisions as to
apply to any other securities including debentures of the Company registered in joint joint holders as to
names. shares to apply
mutatis mutandis to
debentures, etc.
Capitalization of profits
57. (1) The Company by ordinary resolution in general meeting may, upon the recommendation of the Capitalization
Board, resolve —
(a) that it is desirable to capitalize any part of the amount for the time being standing to the
credit of any of the Company’s reserve accounts, or to the credit of the profit and loss
account, or otherwise available for distribution; and
(b) that such sum be accordingly set free for distribution in the manner specified in clause (2)
below amongst the members who would have been entitled thereto, if distributed by way
of dividend and in the same proportions.
(2) The sum aforesaid shall not be paid in cash but shall be applied, subject to the provision Sum how applied
contained in clause (3) below, either in or towards:
(A) paying up any amounts for the time being unpaid on any shares held by such members
respectively;
(B) paying up in full, unissued shares or other securities of the Company to be allotted and
distributed, credited as fully paid-up, to and amongst such members in the proportions
aforesaid;
(C) partly in the way specified in sub-clause (A) and partly in that specified in sub-clause
(B).
(3) Subject to the provisions of the act, securities premium account , a capital redemption reserve Source of issue of
account or free reserves , for the purposes of this Article, be applied in the paying up of unissued bonus issue
shares to be issued to members of the Company as fully paid bonus shares;
(4) The Board shall give effect to the resolution passed by the Company in pursuance of these Articles to be
Article. considered at the
time of passing of
Resolution
58. (1) Whenever such a resolution as aforesaid shall have been passed, the Board shall – Powers of the
Board for
(a) make all appropriations and applications of the amounts resolved to be capitalized capitalization
thereby, and all allotments and issues of fully paid shares or other securities, if any; and
(b) generally do all acts and things required to give effect thereto.
(2) The Board shall have power— Board’s power to
issue fractional
(a) to make such provisions, by the issue of fractional certificates/coupons and may fix the certificate/ coupon
value for distribution of any specific assets, and may determine that such cash payments etc.
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. or by payment in cash or
otherwise as it thinks fit, for the case of shares or other securities becoming distributable
in fractions; and
(b) to authorize any person to enter, on behalf of all the members entitled thereto, into an
agreement with the Company providing for the allotment to them respectively, credited
as fully paid-up, of any further shares or other securities to which they may be entitled
upon such capitalization, or as the case may require, for the payment by the Company on
their behalf, by the application thereto of their respective proportions of profits resolved
459
to be capitalized, of the amount or any part of the amounts remaining unpaid on their
existing shares.
(3) Any agreement made under such authority shall be effective and binding on such members. Agreement binding
on members
(4) A general meeting may resolve that any surplus moneys arising from the realisation of any Surplus money to
capital assets of the Company, or any investments representing the same, or any other be distributed to the
undistributed profits of the Company, not subject to charge for income tax, be distributed members
among the members on the footing that they receive the same as capital.
Buy-back of shares
59. Notwithstanding anything contained in these Articles but subject to all applicable provisions Buy-back of shares
of the Act or any other Applicable Laws for the time being in force, the Company may purchase
its own shares or other specified securities.
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.
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 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.
General meetings
60. All general meetings other than annual general meeting shall be called extraordinary general Extraordinary
meeting. general meeting
61. The Board may, whenever it thinks fit, call an extraordinary general meeting. Powers of Board to
call extraordinary
general meeting
61A The Board may, whenever it thinks fit, call an Extra-ordinary General Meeting and it shall do Calling of Extra-
so upon a requisition, in writing, by any member or members holding, in aggregate not less ordinary General
than one-tenth or such other proportion or value, as may be prescribed, from time to time, under Meeting
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.
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.
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 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.
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.
Proceedings at general meetings
62. No business shall be transacted at any general meeting unless a quorum of members is present Presence of
at the time when the meeting proceeds to business. Quorum
63. No business shall be discussed or transacted at any general meeting except election of Business confined
Chairperson whilst the chair is vacant. to election of
Chairperson whilst
chair vacant
63 (A) Not more than 15 (Fifteen) months or such other period, as may be prescribed, from time to Gap between two
time, under the Act, shall lapse between the date of one Annual General Meeting and that of Annual General
the next. Nothing contained in the foregoing provisions shall be taken as affecting the right Meetings
conferred upon the Registrar under the provisions of the Act to extend time within which any
Annual General Meeting may be held.
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63 (B) Every Annual General Meeting shall be called for a time during business hours i.e., between 9 Time for Annual
a.m. and 6 p.m., on a day that is not a National Holiday, and shall be held at the Office of the General Meeting
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.
At least 21 (Twenty-one) days’ notice, of every general meeting, Annual or Extra-ordinary, Dispatch of
and by whomsoever called, specifying the day, date, place and hour of meeting, and the general documents before
nature of the business to be transacted there at, shall be given in the manner hereinafter Annual General
provided, to such persons as are under these Articles entitled to receive notice from the Meeting
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.
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.
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.
64. The quorum for a general meeting shall be as provided in the Act. Quorum for
general meeting
65. If at any meeting no director is willing to act as Chairperson or if no director is present within Members to elect a
fifteen minutes after the time appointed for holding the meeting, the members present shall, by Chairperson
poll or electronically, choose one of their members to be Chairperson of the meeting.
66. On any business at any general meeting, in case of an equality of votes, whether on a show of Casting vote of
hands or electronically or on a poll, the Chairperson shall have a second or casting vote. Chairperson at
general meeting
67. (1) The Company shall cause minutes of the proceedings of every general meeting of any class of Minutes of
members or creditors and every resolution passed by postal ballot to be prepared and signed in proceedings of
such manner as may be prescribed by the Rules and kept by making within thirty days of the meetings and
conclusion of every such meeting concerned or passing of resolution by postal ballot entries resolutions passed
thereof in books kept for that purpose with their pages consecutively numbered. by postal ballot
(2) There shall not be included in the minutes any matter which, in the opinion of the Chairperson Certain matters not
of the meeting – to be included in
(a) is, or could reasonably be regarded, as defamatory of any person; or Minutes
(b) is irrelevant or immaterial to the proceedings; or
(c) is detrimental to the interests of the Company.

(3) The Chairperson shall exercise an absolute discretion in regard to the inclusion or non-inclusion Discretion of
of any matter in the minutes on the grounds specified in the aforesaid clause. Chairperson in
relation to Minutes
(4) The minutes of the meeting kept in accordance with the provisions of the Act shall be evidence Minutes to be
of the proceedings recorded therein. Evidence
68. (1) The books containing the minutes of the proceedings of any general meeting of the Company Inspection of
or a resolution passed by postal ballot shall: minute books of
general meeting
(a) be kept at the registered office of the Company; and
461
(b) be open to inspection of any member without charge, during business hours on all
working days.
(2) A body corporate, being a member, shall be deemed to be personally present, if it is When body
represented in accordance with and in the manner as may be prescribed by, the applicable corporate is
provisions of the Act. member of the
company
(3) Any member shall be entitled to be furnished, within the time prescribed by the Act, after he Members may
has made a request in writing in that behalf to the Company and on payment of such fees as obtain copy of
may be fixed by the Board, with a copy of any minutes referred to in clause (1) above. minutes
Adjournment of meeting
69. (1) The Chairman, with the consent of the meeting, may adjourn any meeting, from time to time, Chairperson may
and from place to place, in the city or town, in which the office of the Company is situated adjourn the
meeting
(2) No business shall be transacted at any adjourned meeting other than the business left unfinished Business at
at the meeting from which the adjournment took place. adjourned meeting
(3) If, at the expiration of half an hour from the time appointed for holding a meeting of the Adjournment in
Company, a quorum shall not be present, then the meeting, if convened by or upon the case quorum is not
requisition of members, shall stand dissolved, but in any other case, it shall stand adjourned present
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 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
(4) When a meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be Notice of adjourned
given as in the case of an original meeting. meeting
(5) Save as aforesaid, and save as provided in the Act, it shall not be necessary to give any notice Notice of adjourned
of an adjournment or of the business to be transacted at an adjourned meeting. meeting not
required
Voting rights
70. Subject to any rights or restrictions for the time being attached to any class or classes of shares Entitlement to vote
- on show of hands
and on poll
(a) on a show of hands, every member present in person shall have one vote; and
(b) on a poll, the voting rights of members shall be in proportion to his share in the paid-up
Equity Share capital of the company.
(c) every member, not disqualified by these articles shall be entitled to be present, speak and
vote at such meeting, and, on a show of hands, every member, present in person
(d) 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.
71. A member may exercise his vote at a meeting by electronic means in accordance with the Act Voting through
and shall vote only once. electronic means
(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
72. (1) In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by Vote of joint
proxy, shall be accepted to the exclusion of the votes of the other joint holders. holders, proxy
The proxy so appointed shall not have any right to speak 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.
(2) For this purpose, seniority shall be determined by the order in which the names stand in the Seniority of names
register of members.
Such person 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.
73. A member of unsound mind, or in respect of whom an order has been made by any court having How members non
jurisdiction in lunacy, may vote, whether on a show of hands or on a poll, by his committee or compos mentis and
other legal guardian, and any such committee or guardian may, on a poll, vote by proxy. If any minor may vote
member be a minor, the vote in respect of his share or shares shall be by his guardian or any
one of his guardians.
74. Any business other than that upon which a poll has been demanded may be proceeded with, Voting by poll
pending the taking of the poll.
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
462
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.
If a poll is demanded as aforesaid, the same shall subject to the clause herein with respect to
the election of chairman and question of adjournment of meeting hereunder, be taken at such
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, situated, 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.
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.
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.
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.
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
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.
75. No member shall be entitled to vote at any general meeting unless all calls or other sums Restriction on
presently payable by him in respect of shares in the Company have been paid or in regard to voting rights
which the Company has exercised any right of Lien.
76. A member is not prohibited from exercising his voting on the ground that he has not held his Restriction on
share or other interest in the Company for any specified period preceding the date on which the exercise of voting
vote is taken, or on any other ground not being a ground set out in the preceding Article. rights in other cases
to be void
77. Any member whose name is entered in the register of members of the Company shall enjoy the Equal rights of
same rights and be subject to the same liabilities as all other members of the same class. members
Proxy
78. (1) Any member entitled to attend and vote at a general meeting may do so either personally or Member may vote
through his constituted attorney or through another person as a proxy on his behalf, for that in person or
meeting. otherwise
A member, present by proxy, shall be entitled to vote only on a poll.

(2) The instrument appointing a proxy and the power-of attorney or other authority, if any, under Proxies when to be
which it is signed or a notarized copy of that power or authority, shall be deposited at the deposited
registered office of the Company not less than 48 hours before the time for holding the meeting
or adjourned 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.
79. An instrument of Proxy may state the appointment of a proxy either for the purpose of a Form of proxy
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
463
specified in the instrument and every adjournment of any such meeting. An instrument
appointing a proxy shall be in the form as prescribed in the Rules.
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
80. A vote given in accordance with the terms of an instrument of proxy shall be valid, Proxy to be valid
notwithstanding the previous death or insanity of the principal or the revocation of the proxy notwithstanding
or of the authority under which the proxy was executed, or the transfer of the shares in respect death of the
of which the proxy is given: principal
Provided that no intimation in writing of such death, insanity, revocation or transfer shall have
been received by the Company at its office before the commencement of the meeting or
adjourned meeting at which the proxy is used.
80 (A) Every proxy, whether a member or not, shall be appointed, in writing, under the hand of the Manner of
appointer or his attorney, or if such appointer is a body corporate under the common seal of appointment of
such corporate, or be signed by an officer or officers or any attorney duly authorised by it or proxy
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.
Board of Directors
81. Unless otherwise determined by the Company in general meeting, the number of directors shall Board of Directors
not be less than 3 (three) and shall not be more than fifteen (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 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.
81A The Directors shall not be required to hold any qualification shares in the Company. Qualification
shares
82. (1) The Board of Directors shall appoint the Chairperson of the Company. Chairperson and
Managing Director
The same individual may, at the same time, be appointed as the Chairperson as well as the
Managing Director of the Company.
(2) At every Annual General Meeting of the Company, one-third of such of the Directors, for the Directors liable to
time being, as are liable to retire by rotation or if their number is not three or a multiple of retire by rotation
three, the number nearest to one-third shall retire from Office. The Independent, Nominee,
Special and Debenture Directors Managing 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.
If the Managing Director ceases to hold the office of director, he shall ipso-facto and
forthwith ceases to hold the office of Managing Director.
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.
A retiring director shall be eligible for re-election and shall act as a director throughout the
meeting at which he retires.
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.
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.
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:-
464
(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.
83. (1) The remuneration of the directors shall, in so far as it consists of a monthly payment, be deemed Remuneration of
to accrue from day-to-day. Directors
(2) The remuneration payable to the directors, including manager, if any, shall be determined in Remuneration to
accordance with and subject to the provisions of the Act by an ordinary resolution passed by require members’
the Company in general meeting. consent
(3) In addition to the remuneration payable to them in pursuance of the Act, the directors may be Travelling and
paid all travelling, hotel and other expenses properly incurred by them— other expenses
(a) in attending and returning from meetings of the Board of Directors or any committee
thereof or general meetings of the Company; or
(b) in connection with the business of the Company.
(c) 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.
(4) Subject to the provisions of these Articles and the provisions of the Act, the Board may, decide Sitting Fees
to pay a Director out of funds of the Company by way of sitting fees, within the ceiling
prescribed under the Act, a sum to be determined by the Board for each meeting of the Board
or any committee or sub-committee thereof attended by him in addition to his traveling,
boarding and lodging and other expenses incurred
Appointment and Remuneration of Directors
84. Subject to the provisions of section 196, 197 and read with schedule V of the Companies Act, Appointment
2013 and other provisions of the Act, the Rules, Law including the provisions of the SEBI
Listing Regulations, and these Articles, the Board of Directors, may from time to time, appoint
one or more of the Directors to be Managing Director or Managing Directors or other whole-
time Director(s) of the Company, for a term not exceeding five years at a time and may, from
time to time, (subject to the provisions of any contract between him or them and the Company)
remove or dismiss him or them from office and appoint another or others in his or their place
or places and the remuneration of Managing or Whole-Time Director(s) by way of salary and
commission or 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.
The Board shall have the power to pay remuneration to such director for his services rendered.
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
85. Subject to the provisions of the Act, the Board shall appoint Independent Directors, who shall Independent
have appropriate experience and qualifications to hold a position of this nature on the Board. Director
86. (1) Subject to the provisions of section 196, 197 and 188 read with Schedule V to the Act, the Remuneration
Directors shall be paid such further remuneration, whether in the form of monthly payment or
by a percentage of profit or otherwise, as the Company in General meeting may, from time to
time, determine and such further remuneration shall be divided among the Directors in such
proportion and in such manner as the Board may, from time to time, determine and in default
of such determination shall be divided among the Directors equally or if so determined paid on
a monthly basis.
(2) Subject to the provisions of these Articles, and the provisions of the Act, if any Director, being Payment for Extra
willing, shall be called upon to perform extra service or to make any special exertions in going Service
or residing away from the place of his normal residence for any of the purposes of the Company
or has given any special attendance for any business of the Company, the Company may
remunerate the Director so doing either by a fixed sum or otherwise as may be determined by
the Director
87. All cheques, promissory notes, drafts, hundis, bills of exchange and other negotiable Execution of
instruments, and all receipts for monies paid to the Company, shall be signed, drawn, accepted, negotiable
endorsed, or otherwise executed, as the case may be, by such person and in such manner as the instruments
Board shall from time to time by resolution determine.
88. (1) Subject to the provisions of the Act, the Board shall have power at any time, and from time to Appointment of
time, to appoint a person as an additional director, provided the number of the directors and additional directors
465
additional directors together shall not at any time exceed the maximum strength fixed for the
Board by the Articles.
(2) Such person shall hold office only up to the date of the next annual general meeting of the Duration of office of
Company but shall be eligible for appointment by the Company as a director at that meeting additional director
subject to the provisions of the Act.
89. (1) The Board may appoint an alternate director to act for a director (hereinafter in this Article Appointment of
called “the Original Director”) during his absence for a period of not less than three months alternate director
from India. No person shall be appointed as an alternate director for an independent director
unless he is qualified to be appointed as an independent director under the provisions of the
Act.
(2) An alternate director shall not hold office for a period longer than that permissible to the Duration of office of
Original Director in whose place he has been appointed and shall vacate the office if and when alternate director
the Original Director returns to India
(3) If the term of office of the Original Director is determined before he returns to India the Re-appointment
automatic reappointment of retiring directors in default of another appointment shall apply to provisions
the Original Director and not to the alternate director. applicable to
Original Director
90. (1) If the office of any director appointed by the Company in general meeting is vacated before his Appointment of
term of office expires in the normal course, the resulting casual vacancy may, be filled by the director to fill a
Board of Directors at a meeting of the Board. casual vacancy
(2) The director so appointed shall hold office only up to the date upto which the director in whose Duration of office of
place he is appointed would have held office if it had not been vacated. Director appointed
to fill casual
vacancy
(3) The office of director shall be vacated, pursuant to the provisions of section 164 and section Manner of vacation
167 of the Companies Act, 2013. Further, the Director may resign his office by giving notice of office of director
to the Company pursuant to section 168 of the Companies Act, 2013
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.
(4) If it is provided by the Trust Deed, securing or otherwise, in connection with any issue of Debenture Director
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.
(5) (i) No person, not being a retiring director, shall be eligible for appointment to the office Right of Persons
of director at any general meeting unless he or some member, intending to propose him, has, Other than retiring
not less than 14 (Fourteen) days or such other period, as may be prescribed, from time to time, Directors to Stand
under the Act, before the meeting, left at the Office of the Company, a notice, in writing, under for Directorship
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.
(6) 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 Register of
shall otherwise comply with the provisions of the said Section in all respects. Directors and key
Managerial
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Every director and Key Managerial Personnel within a period of thirty days of his appointment, Personnel and their
or relinquishment of his office, as the case may be, disclose to the company the particulars Shareholding
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.
(7) (iii) Subject to the provisions of the Act, a director, who is neither in the Whole-time Remuneration of
employment nor a Managing Director, may be paid remuneration either; director who is
neither in the
(a) by way of monthly, quarterly or annual payment with the approval of the Central Whole-time
Government; or employment nor a
(b) by way of commission, if the Company, by a special resolution, authorises such Managing Director
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.
Powers of Board
91. (1) The management of the business of the Company shall be vested in the Board and the Board General powers of
may exercise all such powers, and do all such acts and things, as the Company is by the the Company
Memorandum or otherwise authorized to exercise and do, and, not hereby or by the statute or vested in Board
otherwise directed or required to be exercised or done by the Company in general meeting but
subject nevertheless to the provisions of the Act and other Applicable Laws and of the
Memorandum and these Articles and to any regulations, not being inconsistent with the
Memorandum and these Articles or the Act, from time to time made by the Company in general
meeting provided that no such regulation shall invalidate any prior act of the Board which
would have been valid if such regulation had not been made.
(2) Without prejudice to the general powers as well as those under the Act, and so as not in any Powers of the
way to limit or restrict those powers, and without prejudice to the other powers conferred by Board
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
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;
467
(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
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
468
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.
Proceedings of the Board
92. (1) The Board of Directors may meet for the conduct of business, adjourn and otherwise regulate When meeting to be
its meetings, as it thinks fit. convened
Provided, that the Board of Directors shall hold meetings at least once in every three months
and at least four times every calendar 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.
(2) The Chairperson or any one Director with the previous consent of the Chairperson may, or the Who may summon
company secretary on the direction of the Chairperson shall, at any time, summon a meeting Board meeting
of the Board.
(3) The quorum for a Board meeting shall be as provided in the Act. Quorum for Board
meetings
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.
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.
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.
(4) The participation of directors in a meeting of the Board may be either in person or through Participation at
video conferencing or audio visual means or teleconferencing, which are capable of recording Board meetings
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.
(5) At least 7 (seven) Days’ written notice shall be given in writing to every Director by hand Notice of Board
delivery or by speed-post or by registered post or by facsimile or by email or by any other meetings
electronic means, either (i) in writing, or (ii) by fax, e-mail or other approved electronic
communication, receipt of which shall be confirmed in writing as soon as is reasonably
practicable, to each Director, setting out the agenda for the meeting in reasonable detail and
attaching the relevant papers to be discussed at the meeting and all available data and
information relating to matters to be discussed at the meeting except as otherwise agreed in
writing by all the Directors.
Subject to the provisions of section 173(3) meeting may be called at shorter notice.
93. (1) Subject to the restrictive provisions of any agreement or understanding as entered into by the Questions at Board
Company with any other person(s) such as the collaborators, financial institutions, etc. and meeting how
save as otherwise expressly provided in the Act, questions arising at any meeting of the Board decided
shall be decided by a majority of votes.
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(2) In case of an equality of votes, the Chairperson of the Board, if any, shall have a second or Casting vote of
casting vote. Chairperson at
Board meeting
94. The continuing directors may act notwithstanding any vacancy in the Board; but, if and so long Directors not to act
as their number is reduced below the quorum fixed by the Act for a meeting of the Board, the when number falls
continuing directors or director may act for the purpose of increasing the number of directors below minimum
to that fixed for the quorum, or of summoning a general meeting of the Company, but for no
other purpose.
95. (1) The Chairperson of the Company shall be the Chairperson at meetings of the Board. In his Who to preside at
absence, the Board may elect a Chairperson of its meetings and determine the period for which meetings of the
he is to hold office. Board
(2) If no such Chairperson is elected, or if at any meeting the Chairperson is not present within Directors to elect a
fifteen minutes after the time appointed for holding the meeting, the directors present may Chairperson
choose one of their number to be Chairperson of the meeting
96. (1) The Board may, subject to the provisions of the Act, delegate any of its powers to Committees Delegation of
consisting of such member or members of its body as it thinks fit. powers
(2) Any Committee so formed shall, in the exercise of the powers so delegated, conform to any Committee to
regulations that may be imposed on it by the Board. All acts done by any such committee of conform to Board
the Board, in conformity with such regulations, and in fulfilment of the purposes of their regulations
appointment but not otherwise, shall have the like force and effect as if were done by the Board.
(3) The participation of directors in a meeting of the Committee may be either in person or through Participation at
video conferencing or audio visual means or teleconferencing, as may be prescribed by the Committee
Rules or permitted under Applicable Laws. meetings
97. (1) A Committee may elect a Chairperson of its meetings unless the Board, while constituting a Chairperson of
Committee, has appointed a Chairperson of such Committee. Committee
(2) If no such Chairperson is elected, or if at any meeting the Chairperson is not present within Who to preside at
fifteen minutes after the time appointed for holding the meeting, the members present may meetings of
choose one of their members to be Chairperson of the meeting. Committee
98. (1) A Committee may meet and adjourn as it thinks fit. Committee to meet
(2) Questions arising at any meeting of a Committee shall be determined by a majority of votes of Questions at
the members present. Committee meeting
how decided
(3) In case of an equality of votes, the Chairperson of the Committee shall have a second or casting Casting vote of
vote. Chairperson at
Committee meeting
99. The meetings and proceedings of any meeting of such Committee of the Board, consisting of Acts of Board or
two or more members, shall be governed by the provisions contained herein for regulating the Committee valid
meetings and proceedings of the meetings of the directors, so far as the same are applicable notwithstanding
thereto and are not superseded by any regulations made by the Directors under these Articles defect of
All acts done in any meeting of the Board or of a Committee thereof or by any person acting appointment
as a director, shall, notwithstanding that it may be afterwards discovered that there was some
defect in the appointment of any one or more of such directors or of any person acting as
aforesaid, or that they or any of them were disqualified or that his or their appointment had
terminated, be as valid as if every such director or such person had been duly appointed and
was qualified to be a director.
100. Save as otherwise expressly provided in the Act, a resolution in writing, signed and has been Passing of
circulated in draft, together with the necessary papers, if any, to all the directors or to all the resolution by
members of the Committee, then in India, not being less in number than the quorum fixed for Circulation
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. whether manually or by secure electronic
mode, shall be valid and effective as if it had been passed at a meeting of the Board or
Committee, duly convened and held.
101. (1) Subject to the provisions of the Act, - Chief Executive
Officer, etc.
A chief executive officer, manager, company secretary and 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 and chief financial
officer so appointed may be removed by means of a resolution of the Board; the Board may
appoint one or more chief executive officers for its multiple businesses.
(2) A director may be appointed as chief executive officer, manager, company secretary or chief Director may be
financial officer. chief executive
officer, etc.
(3) The Company shall not appoint or employ, at the same time, more than one of the following
categories of managerial personnel, namely
(i) Managing Director, and
(ii) Manager
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(4) A provision of the Act or these regulations requiring or authorising a thing to be done by or to Authorisation of
a director and chief executive officer, manager, company secretary, chief financial officer shall act done in respect
not be satisfied by its being done by or to the same person acting both as director and as, or in of any director,
place of, chief executive officer, manager, company secretary, chief financial officer. chief executive
officer, manager,
company secretary,
chief financial
officer
Registers
102. The Company shall keep and maintain at its registered office all statutory registers namely, Statutory registers
register of charges, register of members, register of debenture holders, register of any other
security holders, the register and index of beneficial owners and annual return, register of loans,
guarantees, security and acquisitions, register of investments not held in its own name and
register of contracts and arrangements for such duration as the Board may, unless otherwise
prescribed, decide, and in such manner and containing such particulars as prescribed by the
Act and the Rules.
The registers and copies of annual return shall be open for inspection during business hours on
all working days, at the registered office of the Company by the persons entitled thereto on
payment, where required, of such fees as may be fixed by the Board but not exceeding the
limits prescribed by the Rules.
103. (1) The Company may exercise the powers conferred on it by the Act with regard to the keeping Foreign register
of a foreign register; and the Board may (subject to the provisions of the Act) make and vary
such regulations as it may think fit respecting the keeping of any such register.
(2) The foreign register shall be open for inspection and may be closed, and extracts may be taken
therefrom and copies thereof may be required, in the same manner, mutatis mutandis, as is
applicable to the register of members.
Dividends and Reserve
104. The Company in general meeting may declare dividends, but no dividend shall exceed the Company in
amount recommended by the Board but the Company in general meeting may declare a lesser general meeting
dividend. may declare
dividends
105. Subject to the provisions of the Act, the Board may from time to time pay to the members such Interim dividends
interim dividends of such amount on such class of shares and at such times as it may think fit
and as in their judgement, the position of the Company justifies.
106. (1) The Board may, before recommending any dividend, set aside out of the profits of the Company Dividends only to
such sums as it thinks fit as a reserve or reserves which shall, at the discretion of the Board, be be paid out of
applied for any purpose to which the profits of the Company may be properly applied, including profits
provision for meeting contingencies or for equalizing dividends; and pending such application,
may, at the like discretion, either be employed in the business of the Company or be invested
in such investments (other than shares of the Company) as the Board may, from time to time,
think fit.
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 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.
(2) The Board may also carry forward any profits which it may consider necessary not to divide, Carry forward of
without setting them aside as a reserve. Profits
107. (1) Subject to the rights of persons, if any, entitled to shares with special rights as to dividends, all Division of profits
dividends shall be declared and paid according to the amounts paid or credited as paid on the
shares in respect whereof the dividend is paid, but if and so long as nothing is paid upon any
of the shares in the Company, dividends may be declared and paid according to the amounts of
the shares.
(2) No amount paid or credited as paid on a share in advance of calls shall be treated for the Payments in
purposes of this Article as paid on the share. advance
(3) All dividends shall be apportioned and paid proportionately to the amounts paid or credited as Dividends to be
paid on the shares during any portion or portions of the period in respect of which the dividend apportioned
is paid; but if any share is issued on terms providing that it shall rank for dividend as from a
particular date such share shall rank for dividend accordingly.
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108. (1) The Board may deduct from any dividend payable to any member all sums of money, if any, No member to
presently payable by himto the Company, either alone or jointly with any other person or receive dividend
persons, on account of calls or otherwise in relation to the shares of the Company. whilst indebted to
the Company and
Company’s right to
reimbursement
therefrom
(2) The Board may retain dividends payable upon shares in respect of which any person is, under Retention of
the Transmission Clause hereinbefore contained, entitled to become a member or where any dividends
person under these articles 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.
109. (1) Any dividend, interest, bonus or other monies payable in cash in respect of shares may be paid Dividend how
by electronic mode or by cheque or warrant sent through the post directed to the registered remitted
address of the holder or, in the case of joint holders, to the registered address of that one of the
joint holders who is first named on the register of members, or to such person and to such
address as the holder or joint holders may in writing direct 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.
(2) Every such cheque or warrant or pay- slip sent through the post to the registered address of the Instrument of
member or person entitled, or, in the case of joint holders, to that one of them first named in Payment
the Register in respect of the joint holdings. It 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.
(3) Payment in any way whatsoever shall be made at the risk of the person entitled to the money Discharge to
paid or to be paid. The Company will not be responsible for a payment which is lost or delayed. Company
The Company will be deemed to having made a payment and received a good discharge for it
if a payment using any of the foregoing permissible means is made.
110. Any one of two or more joint holders of a share may give effective receipts for any dividends, Receipt of one
bonuses or other monies payable in respect of such share. holder sufficient
111. No dividend shall bear interest against the Company. No interest on
dividends
112. The waiver in whole or in part of any dividend on any share by any document shall be effective Waiver of
only if such document is signed by the member (or the person entitled to the share in dividends
consequence of the death or bankruptcy of the holder) and delivered to the Company and if or
to the extent that the same is accepted as such or acted upon by the Board.
113. Any general meeting declaring a dividend may, on the recommendation of the Directors, make Setting off dividend
a call on the members of such amount as the meeting decides, but so that the call on each against calls
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.
114. Subject to the applicable provisions, if any, of the Act, a transfer of Shares shall not pass the When transfer of
right to any dividend declared thereon and made effective from the date prior to the registration share shall not pass
of the transfer. dividend right
Unpaid or unclaimed dividend
115. (1) Where the Company has declared a dividend but which has not been paid or claimed within Transfer of
thirty (30) days from the date of declaration, the Company shall, within seven (7) days from unclaimed dividend
the date of expiry of the said period of thirty (30) days, transfer the total amount of dividend
which remains unpaid or unclaimed, to a special account to be opened by the Company in that
behalf in any scheduled bank to be called “the Unpaid Dividend Account of Ajay Poly Limited”
subject to the applicable provisions of the Act and the Rules made thereunder.
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.
(2) Any money transferred to the unpaid dividend account of the Company which remains unpaid Transfer to IEPF
or unclaimed for a period of seven (7) years from the date of such transfer, shall be transferred Account
by the Company to the Investor Education and Protection Fund established under section 125
of the Act. Any person claiming to be entitled to an amount may apply to the authority
constituted by the Central Government for the payment of the money claimed.
(3) No unclaimed or unpaid dividend shall be forfeited by the Board until the claim becomes barred Forfeiture of
by Applicable Laws. unclaimed dividend
Accounts
116. (1) The books of account and books and papers of the Company, or any of them, shall be open to Inspection by
the inspection of directors in accordance with the applicable provisions of the Act and the Rules Directors
with respect to :-
472
(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.
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.
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.
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.
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.
(2) No member (not being a director) shall have any right of inspecting any books of account or Restriction on
books and papers or document of the Company except as conferred by Applicable Laws or inspection by
authorized by the Board. members
(3) The Directors shall, from time to time, in accordance with sections 129 and 134 of the Act, Annual Reports,
cause to be prepared and to be laid before the Company in Annual General Meeting of the Financial
Shareholders of the Company, such Balance Sheets, Profit and Loss Accounts, if any, and the Statements to be
Reports as are required by those Sections of the Act. laid in Annual
General Meeting
A copy of every such Profit & Loss Accounts and Balance Sheets, including the Directors’ and sent to
Report, the Auditors’ Report and every other document(s) required by law to be annexed or members, trustees.
attached to the Balance Sheet, shall at least 21 (Twenty-one) days, before the meeting, at which Appointment of
the same are to be laid before the members, be sent to the members of the Company, to every various auditors
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.
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.
Borrowing Powers
473
117. Subject to the provisions of the Act, the Board may from time to time, at their discretion raise Power of the Board
or borrow or secure the payment of any sum or sums of money for and on behalf of the to borrow monies
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.
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.
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.
Winding up
118. Subject to the applicable provisions of the Act and the Rules made thereunder and the Winding up of
Insolvency and Bankruptcy Code, 2016 (to the extent applicable).– Company
(a) If the Company shall be wound up, the liquidator may, with the sanction of a special resolution
of the Company and any other sanction required by the Act, divide amongst the members, in
specie or kind, the whole or any part of the assets of the Company, whether they shall consist
of property of the same kind or not.
(b) For the purpose aforesaid, the liquidator may set such value as he deems fair upon any property
to be divided as aforesaid and may determine how such division shall be carried out as between
the members or different classes of members.
(c) The liquidator may, with the like sanction, vest the whole or any part of such assets in trustees
upon such trusts for the benefit of the contributories if he considers necessary, but so that no
member shall be compelled to accept any shares or other securities whereon there is any
liability.
Indemnity and Insurance
119. (a) Subject to the provisions of the Act, every director, managing director, whole-time director, Directors and
manager, company secretary and other officer of the Company shall be indemnified by the officers right to
Company out of the funds of the Company from and against all suits, proceedings, cost, indemnity
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. And
it shall include the payment of all costs, losses and expenses (including travelling expense)
which such director, manager, company secretary and officer may incur or become liable for
by reason of any contract entered into or act or deed done by him in his capacity as such
director, manager, company secretary or officer or in any way in the discharge of his duties in
such capacity including expenses.
(b) Subject as aforesaid, every director, managing director, manager, company secretary or other Director, Managing
officer of the Company shall be indemnified against any liability incurred by him in defending director, Manager,
any proceedings, whether civil or criminal in which judgement is given in his favour or in Company Secretary
which he is acquitted or discharged or in connection with any application under applicable or other officer of
provisions of the Act in which relief is given to him by the Court. the Company shall
be indemnified
(c) The Company may take and maintain any insurance as the Board may think fit on behalf of its Insurance
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 and reasonably.
Secrecy
120. (i) Every director, manager, auditor, treasurer, trustee, member of a committee, officer, Directors, manager,
servant, agent, accountant or other person employed in the business of the Company shall, if auditor, members,
so required by the Directors, before entering upon his duties, sign a declaration pledging etc to maintain
himself to observe strict secrecy respecting all transactions and affairs of the Company with secrecy
the customers and the state of the accounts with the individuals and in matters relating thereto,
474
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
121. Wherever in the Act, it has been provided that the Company shall have any right, privilege or General power
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 out 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.
475
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 and includes contracts entered into
until the date of this Draft Red Herring Prospectus) which are, or may be deemed material will be attached to the copy of the
Red Herring Prospectus and filed with the RoC (except for such contracts and documents executed after the filing of the Red
Herring Prospectus). Copies of the contracts and documents for inspection referred to hereunder, may be inspected at our
Registered and Corporate Office, from 10.00 am to 5.00 pm on all Working Days and will also be available on the website of
our Company at www.applindia.co.in from the date of the Red Herring Prospectus until the Bid/Offer Closing Date, except for
such contracts and documents that will be entered into or executed subsequent to the completion of the Bid/Offer Closing Date.
Any of the contracts or documents mentioned in this Draft Red Herring Prospectus may be amended or modified at any time if
so required in the interest of our Company or if required by 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, 2024, entered amongst our Company, the Promoter Selling Shareholders and the Book
Running Lead Managers.
2. Registrar Agreement dated December 28, 2024, entered amongst our Company, the Promoter Selling Shareholders, and the
Registrar to the Offer.
3. Cash Escrow and Sponsor Bank Agreement dated [●], entered amongst our Company, Promoter Selling Shareholders, the
Registrar to the Offer, the Book Running Lead Managers, the Syndicate Members, and the Banker(s) to the Offer.
4. Share Escrow Agreement dated [●], entered amongst our Company, Promoter Selling Shareholders, and the Share Escrow
Agent.
5. Syndicate Agreement dated [●], entered amongst our Company, the Promoter Selling Shareholders, the Book Running Lead
Managers, the Syndicate Members, and the Registrar to the Offer.
6. Underwriting Agreement dated [●], entered amongst our Company, the Promoter Selling Shareholders, and the
Underwriters.
7. Monitoring Agency Agreement dated [●] entered amongst our Company and the Monitoring Agency.
B. Material Documents
1. Certified copies of our Memorandum of Association and Articles of Association, as amended from time to time.
2. Certificate of incorporation dated June 3, 1980, issued to our Company by the RoC in the name of ‘Ajay Poly Private
Limited’
3. Certificate of incorporation dated November 26, 2024 issued to our Company by the RoC pursuant to conversion of our
Company from a private limited company to a public limited company and consequential change in our name from ‘Ajay
Poly Private Limited’ to ‘Ajay Poly Limited’.
4. Resolution of our Board dated December 7, 2024 approving the Offer and other related matters.
5. Shareholders’ resolution dated December 10, 2024 approving the Fresh Issue and other related matters.
6. Resolution of the Board of Directors dated December 28, 2024, taking on record consents of the Promoter Selling
Shareholders.
7. Resolution of the Board of Directors dated December 28, 2024 approving the DRHP.
8. Resolution dated December 28, 2024 passed by the Audit Committee approving the KPIs;
9. Consent letters and authorisations from the Promoter Selling Shareholders consenting to participate in the Offer for Sale.
476
10. Consent dated December 28, 2024 from our Statutory Auditors, namely, Singhi & Co, Chartered Accountants, holding a
valid peer review certificate from ICAI, to include their name as required under section 26 (5) of the Companies Act read
with SEBI ICDR Regulations, in this Draft Red Herring Prospectus and as an “expert” as defined under Section 2(38) of the
Companies Act to the extent and in their capacity as our Statutory Auditors, and in respect of their (i) examination report,
dated December 26, 2024 on our Restated Financial Information; (ii) their report dated December 26, 2024 on the statement
of special tax benefits included in this Draft Red Herring Prospectus and such consent has not been withdrawn as on the
11. The examination report dated December 26, 2024 of our Statutory Auditors on the Restated Financial Information, included
in this Draft Red Herring Prospectus.
12. The statement of possible special tax benefits on direct taxes and indirect taxes each dated December 28, 2024 from our
Statutory Auditors.
13. Consents of our Directors, our Company Secretary and Compliance Officer, Legal Counsel to our Company, Bankers to our
Company, Banker(s) to the Offer, the BRLMs, Syndicate Members, and the Registrar to the Offer, Monitoring Agency,
Escrow Collection Bank(s), Public Offer Account Bank(s), Refund Bank(s) and Sponsor Bank(s).
14. Consent dated December 19, 2024 from Pankaj Nigam & Associates, Company Secretaries, to include their name in this
Draft Red Herring Prospectus and as an “expert” as defined under Section 2(38) of the Companies Act, 2013, to the extent
that and in their capacity as practising company secretary.
15. Consent dated December 28, 2024, from D A R P N And Company, Chartered Accountants, holing a valid peer review
certificate from ICAI, to include their name as required under Section 26 of the Companies Act, 2013 in this Draft Red
Herring Prospectus and as an ‘expert’ as defined under Section 2(38) of Companies Act, 2013 in relation to the certificates
issued by them in their capacity as an independent chartered accountant to our Company and such consent has not been
withdrawn as on the date of this Draft Red Herring Prospectus
16. Certificate dated December 19, 2024, from Pankaj Nigam & Associates, Practising Company Secretaries in relation to the
missing and untraceable RoC forms.
17. Certificate dated December 28, 2024 from our Statutory Auditors, namely Singhi & Co, Chartered Accountants, with respect
to the basis of offer price;
18. Certificates each dated December 28, 2024 from our Independent Chartered Accountant, namely D A R P N And Company,
Chartered Accountants and Singhi & Co, Chartered Accountants, Statutory Auditors, with respect to the key performance
indicators;
19. Consent letter dated December 28, 2024 from the independent chartered engineer, Vinod Kumar Goel, to include their name,
as required under Section 26(5) of the Companies Act, 2013 read with SEBI ICDR Regulations in this Draft Red Herring
Prospectus as an “expert” as defined under Section 2(38) of the Companies Act, 2013, to the extent and in his capacity as a
chartered engineer.
20. Consent letter dated December 27, 2024 from Frost & Sullivan, to rely on and reproduce part or whole of the report and
include their name in this Draft Red Herring Prospectus.
21. Industry report titled “Industry Report on select components businesses for the consumer durables industry” dated December
27, 2024 prepared and issued by Frost & Sullivan, commissioned and paid for by our Company and engagement letter dated
September 5, 2024.
22. Copies of annual reports of our Company for the preceding three Fiscals i.e., Fiscals 2024, 2023 and 2022.
23. Due Diligence Certificate dated December 28, 2024 addressed to SEBI from the BRLMs.
24. In principle listing approvals dated [●] and [●] issued by BSE and NSE respectively.
25. Tripartite agreement dated December 24, 2024, amongst our Company, CDSL and the Registrar to the Offer.
26. Tripartite agreement dated December 24, 2024 amongst our Company, NSDL and the Registrar to the Offer.
27. Exemption Application dated November 12, 2024 filed by our Company with SEBI, the subsequent letter dated December
11, 2024 from the BRLMs to SEBI providing certain information, clarifications and documents in relation the Exemption
Application, and the letters dated October 14, 2024 and November 7, 2024 sent to S.C Jain by the Company and the letters
dated October 14, 2024 and October 8, 2024 sent to A.K. Jain and Neeti Jatia by the Company.
477
28. Exemption Application dated December 28, 2024 filed by our Company with SEBI and the letters dated October 15, 2024,
November 30, 2024 and December 27, 2024 sent to (a) Shivani Gupta and (b) Deepali Didwania, by our Company.
Any of the contracts or documents mentioned in this Draft 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 notice to the Shareholders subject to
compliance of the provisions contained in the Companies Act and other relevant statutes.
478
DECLARATION
I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the guidelines, regulations or rules issued
by the Government of India or the guidelines, or regulations issued by the Securities and Exchange Board of India (“SEBI”),
established under Section 3 of the SEBI Act, as the case may be, have been complied with and no statement made in this Draft
Red Herring Prospectus is contrary to the provisions of the Companies Act, 2013, the Securities and Contracts (Regulation) Act,
1956, as amended, the Securities and Contracts (Regulation) Rules, 1957, as amended, the Securities and Exchange Board of
India Act, 1992, as amended, or rules made or guidelines or regulations issued there under, as the case may be. I further certify
that all statements in this Draft Red Herring Prospectus are true and correct.
SIGNED BY
_____________________________
Rajeev Jain
Chairman and Managing Director
Place: New Delhi
479
DECLARATION
SIGNED BY
____________________________
Nitin Jain
Executive Director
Place: New Delhi
480
DECLARATION
SIGNED BY
_____________________________
Bina Jain
Executive Director
Place: New Delhi
481
DECLARATION
SIGNED BY
____________________________
Avanish Singh Visen
Executive Director and Chief Executive Officer
Place: New Delhi
482
DECLARATION
SIGNED BY
________________________
Anil Kumar Jha
Independent Director
Place: New Delhi
483
DECLARATION
established under Section 3 of the Securities and Exchange Board of India Act, 1992, as amended, as the case may be, have been
complied with and no statement made in this Draft Red Herring Prospectus is contrary to the provisions of the Companies Act,
2013, the Securities and Contracts (Regulation) Act, 1956, as amended, the Securities and Contracts (Regulation) Rules, 1957,
as amended, the Securities and Exchange Board of India Act, 1992, as amended, or rules made or guidelines or regulations issued
there under, as the case may be. I further certify that all statements in this Draft Red Herring Prospectus are true and correct.
SIGNED BY
_______________________________
Sudhir Arya
Place: New Delhi
484
DECLARATION
SIGNED BY
_______________________________
Vikas Modi
Place: New Delhi
485
DECLARATION
SIGNED BY
_______________________________
Vinod Kumar Srivastava
Place: New Delhi
486
DECLARATION
by the Government of India or the guidelines, or regulations issued by the Securities and Exchange Board of India ("SEBI”),
SIGNED BY THE CHIEF FINANCIAL OFFICER OF OUR COMPANY
_______________________________
Deepak Garg
Chief Financial Officer
Place: New Delhi
487
DECLARATION BY THE
I, Bina Jain, hereby confirm that all statements, disclosures and undertakings specifically made or confirmed by me in this Draft
Red Herring Prospectus in relation to myself, as the Promoter Selling Shareholder and my Offered Shares, are true and correct.
I assume no responsibility for any other statements, disclosures and undertakings including any of the statements made by or
confirmed by or relating to the Company or any other Promoter Selling Shareholder or any other person(s) in this Draft Red
Herring Prospectus.
SIGNED BY PROMOTER SELLING SHAREHOLDER
_______________________________
Bina Jain
Place: New Delhi
488
DECLARATION BY THE
I, Rajeev Jain, hereby confirm that all statements, disclosures and undertakings specifically made or confirmed by me in this
Draft Red Herring Prospectus in relation to myself, as the Promoter Selling Shareholder and my Offered Shares, are true and
correct. I assume no responsibility for any other statements, disclosures and undertakings including any of the statements made
by or confirmed by or relating to the Company or any other Promoter Selling Shareholder or any other person(s) in this Draft
_______________________________
Rajeev Jain
Place: New Delhi
489
DECLARATION BY THE
I, Nitin Jain, hereby confirm that all statements, disclosures and undertakings specifically made or confirmed by me in this Draft
Red Herring Prospectus in relation to myself, as the Promoter Selling Shareholder and my Offered Shares, are true and correct.
I assume no responsibility for any other statements, disclosures and undertakings including any of the statements made by or
confirmed by or relating to the Company or any other Promoter Selling Shareholder or any other person(s) in this Draft Red
Herring Prospectus.
_______________________________
Nitin Jain
Place: New Delhi
490

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(Please scan the QR to DRAFT RED HERRING PROSPECTUS

view the Draft Red Herring Dated: December 28, 2024

AJAY POLY LIMITED

CORPORATE IDENTITY NUMBER: U74899DL1980PLC010508

OUR PROMOTERS: BINA JAIN, RAJEEV JAIN AND NITIN JAIN

REGISTRAR TO THE OFFER

AJAY POLY LIMITED

Corporate Identity Number: U74899DL1980PLC010508

DEFINITIONS AND ABBREVIATIONS

A.Z General Terms

B.Z Company Related Terms

C.Z Offer Related Terms

The term “Bidding” shall be construed accordingly.

In relation to ASBA Forms submitted by QIBs and Non-Institutional Bidders, Designated

The allocation to the NIIs shall be as follows:

b) Two-thirds of the Non-Institutional Portion shall be reserved for applicants with an

D.Z Technical/ Industry Related Terms

E.Z Conventional and General Terms or Abbreviations

F.Z Certain Conventions

H.Z Financial Data

I.Z Non-GAAP Financial Measures

J.Z Currency and Units of Presentation

All references to:

K.Z Exchange Rates

L.Z Industry and Market Data

M.Z Summary of primary business of our Company

N.Z Summary of the Industry in which our Company operates

O.Z Our Promoters

P.Z Offer Size

Q.Z Objects of the Offer

Particulars Estimated amount

For further details, see “Objects of the Offer” on page 102.

Name Pre-Offer Post-Offer(1)

For further details, see “Capital Structure” on page 85.

S.Z Summary of Restated Financial Information:

Net asset value per 10.29 7.62 9.10 7.24 5.57

For further details, see “Restated Financial Information” on page 271.

U.Z Summary of Outstanding Litigation and Material Developments

V.Z Risk Factors

Sr. No. Description of top 10 risk factors

Summary of contingent liabilities

Summary of Related Party Transactions

A. Transactions during the year

Nature of Nature of Acquisition

Split or Consolidation of Equity Shares in the last one year

Exemption from complying with any provisions of securities laws

Fiscal 2022 Fiscal 2023 Fiscal 2024

Fiscal 2022 Fiscal 2023 Fiscal 2024

Fiscal 2022 Fiscal 2023 Fiscal 2024

Fiscal 2022 Fiscal 2023 Fiscal 2024

Three months period Three months period

Has such non-

Nil The Company is

Three months Three months

As at March As at March As at March As at June As at June

Fiscal 2022 Fiscal 2023 Fiscal 2024

Fiscal 2022 Fiscal 2023 Fiscal 2024

Location Primary Purpose Lease term

As at March As at March As at March As at June 30, As at June 30,

As at March As at March As at March As at June As at June